FWP 1 n4259-x5ts.htm FREE WRITING PROSPECTUS
    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-276033-02
     

 

Dated June 17, 2024 BBCMS 2024-5C27

Free Writing Prospectus

Structural and Collateral Term Sheet

BBCMS Mortgage Trust 2024-5C27

 

$800,844,845

(Approximate Mortgage Pool Balance)

 

$725,765,000

(Approximate Offered Certificates)

 

Barclays Commercial Mortgage Securities LLC

Depositor

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2024-5C27

 

Barclays Capital Real Estate Inc.

Starwood Mortgage Capital LLC

Citi Real Estate Funding Inc.

KeyBank National Association

German American Capital Corporation

Argentic Real Estate Finance 2 LLC

Bank of Montreal

Societe Generale Financial Corporation

UBS AG

LMF Commercial, LLC

Greystone Commercial Mortgage Capital LLC

Mortgage Loan Sellers

Barclays

Deutsche Bank Securities 

BMO Capital Markets

KeyBanc Capital Markets

UBS Securities LLC

Citigroup

Société Générale

Co-Lead Managers and Joint Bookrunners

Academy Securities

Co-Manager

Bancroft Capital, LLC

Co-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.

   

 

Dated June 17, 2024 BBCMS 2024-5C27

This material is for your information, and none of Barclays Capital Inc., SG Americas Securities, LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., UBS Securities LLC, Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., Academy Securities, Inc. and Bancroft Capital, LLC (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-276033) 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 Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Barclays Capital Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-888-603-5847. 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. You understand that, when you are considering the purchase of these Certificates, a contract of sale will come into being no sooner than the date on which the relevant Class has been priced and we have verified the allocation of Certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Neither this document nor anything contained in this document shall form the basis for any contract or commitment whatsoever. The information contained in this document is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale. These materials are subject to change, completion or amendment from time to time. The information should be reviewed only in conjunction with the entire offering document relating to the Commercial Mortgage Pass-Through Certificates, Series 2024-5C27 (the “Offering Document”). All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This document has been prepared by the Underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended or superseded) and/or Part VI of the Financial Services and Markets Act 2000 (as amended) or other offering document.

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 the Underwriters 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 document contains forward-looking statements. If and when included in this document, 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 consumer 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 document are made as of the date hereof. We have no obligation to update or revise any forward-looking statement.

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 document is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no 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 CERTIFICATES REFERRED TO IN THESE MATERIALS 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 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 CERTIFICATE OR CONTRACT DISCUSSED IN THESE MATERIALS.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Indicative Capital Structure

Publicly Offered Certificates

Class Expected Ratings
(S&P / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional Amount(1) Approximate Initial Available Certificate Balance or Notional Amount(1) Approximate Initial Retained Certificate Balance or Notional Amount(1)(2) Approximate Initial Credit Support(3) Expected Weighted Avg. Life (years)(4) Expected Principal Window(4) Certificate Principal to Value Ratio(5) Underwritten NOI Debt Yield(6)
A-1 AAA(sf)/AAAsf/AAA(sf)     $2,891,000     $2,783,000    $108,000 30.000% 2.39 8/24-10/28 40.7% 17.4%
A-2 AAA(sf)/AAAsf/AAA(sf) (7) (7) (7) 30.000% (7) (7) 40.7% 17.4%
A-3 AAA(sf)/AAAsf/AAA(sf) (7) (7) (7) 30.000% (7) (7) 40.7% 17.4%
X-B(8) NR/A-sf/AAA(sf) $165,174,000 $159,044,000 $6,130,000 N/A N/A N/A N/A N/A
A-S AA-(sf)/AAAsf/AAA(sf)   $97,102,000   $93,499,000 $3,603,000 17.875% 4.93 6/29-6/29 47.8% 14.9%
B NR/AA-sf/AA-(sf)   $37,039,000   $35,664,000 $1,375,000 13.250% 4.93 6/29-6/29 50.5% 14.1%
C NR/A-sf/A-(sf)   $31,033,000   $29,881,000 $1,152,000 9.375% 4.93 6/29-6/29 52.7% 13.5%

 

Privately Offered Certificates(9)

Class Expected Ratings
(S&P / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional Amount(1) Approximate Initial Available Certificate Balance or Notional Amount(1) Approximate Initial Retained Certificate Balance or Notional Amount(1)(2) Approximate Initial Credit Support(3) Expected Weighted Avg. Life (years)(4) Expected Principal Window(4) Certificate Principal to Value Ratio(5) Underwritten NOI Debt Yield(6)
X-A(10) AAA(sf) / AAAsf / AAA(sf) $560,591,000 $539,792,000 $20,799,000 N/A N/A N/A N/A N/A
X-D(11) NR/BBB-sf/BBB-(sf) $23,024,000 $22,169,000 $855,000 N/A N/A N/A N/A N/A
X-F(12) NR/BB+sf/BB+(sf) $8,009,000 $7,711,000 $298,000 N/A N/A N/A N/A N/A
X-G(13) NR/BB-sf/BB-(sf) $8,008,000 $7,710,000 $298,000 N/A N/A N/A N/A N/A
X-H(14) NR/B-sf/B(sf) $8,009,000 $7,711,000 $298,000 N/A N/A N/A N/A N/A
D NR/BBB+sf/BBB(sf) $14,015,000 $13,495,000 $520,000 7.625% 4.93 6/29-6/29 53.8% 13.2%
E NR/BBB-sf/BBB-(sf) $9,009,000 $8,674,000 $335,000 6.500% 4.93 6/29-6/29 54.4% 13.0%
F NR/BB+sf/BB+(sf) $8,009,000 $7,711,000 $298,000 5.500% 4.93 6/29-6/29 55.0% 12.9%
G NR/BB-sf/BB-(sf) $8,008,000 $7,710,000 $298,000 4.500% 4.93 6/29-7/29 55.6% 12.8%
H NR/B-sf/B(sf) $8,009,000 $7,711,000 $298,000 3.500% 5.01 7/29-7/29 56.2% 12.6%
J-RR NR/NR/NR $28,029,844 $26,989,000 $1,040,844 0.000% 5.01 7/29-7/29 58.2% 12.2%

 

(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%, including in connection with any variation in the certificate balances and notional amounts of the classes comprising the VRR interest following the calculation of the actual fair value of the ABS interests (as such term is defined in Regulation RR) issued by the issuing entity. In addition, the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates whose Certificate Balances comprise such notional amounts, and, if as a result of such pricing, the pass-through rate of any Class of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G or Class X-H Certificates, as applicable, would be equal to zero at all times, such Class of Certificates will not be issued on the closing date of this securitization.
(2)On the Closing Date, Starwood Mortgage Capital LLC (a sponsor and an affiliate of the special servicer) will cause a majority-owned affiliate to purchase from the underwriters the certificates (other than the Class R certificates) with the initial certificate balances or notional amounts, as applicable, as set forth in the table above under “Approx. Initial Retained Certificate Balance or Notional Amount.”
(3)The credit support percentages set forth for the Class A-1, Class A-2 and Class A-3 Certificates represent the approximate initial credit support for the Class A-1, Class A-2 and Class A-3 Certificates in the aggregate.
(4)Assumes 0% CPR / 0% CDR and a July 11, 2024 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated June 17, 2024 (the “Preliminary Prospectus”).
(5)The “Certificate Principal to Value Ratio” for any Class of Principal Balance Certificates (other than the Class A-1, Class A-2 and Class A-3 Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans, and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates. The Class A-1, Class A-2 and Class A-3 Certificate Principal to Value Ratios are calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.
(6)The “Underwritten NOI Debt Yield” for any Class of Principal Balance Certificates (other than the Class A-1, Class A-2 and Class A-3 Certificates) is calculated as the product of (a) the weighted average UW 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 and the denominator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1, Class A-2 and Class A-3 Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.
(7)The exact initial certificate balances of the Class A-2 and Class A-3 Certificates are unknown and will be determined based on the final pricing of those Classes of Certificates. However, the respective initial certificate balances, expected weighted average lives and expected principal windows of the Class A-2 and Class A-3 Certificates are

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Indicative Capital Structure

expected to be within the applicable ranges reflected in the following chart. The aggregate initial certificate balance of the Class A-2 and Class A-3 Certificates is expected to be approximately $557,700,000, subject to a variance of plus or minus 5%.

 

Class of
Certificates
  Expected Range of
Approximate Initial Certificate
Balance
  Expected Range of
Approximate Initial Available
Certificate Balance
  Expected Range of
Approximate Initial Retained
Certificate Balance
  Expected Range of
Weighted Avg. Life (Yrs)
  Expected Range of
Principal Window
Class A-2   $0 - $250,000,000   $0 - $240,725,000   $0 - $9,275,000   N/A – 4.70   N/A / 10/28 – 4/29
Class A-3   $307,700,000– $557,700,000   $296,284,000– $537,009,000   $11,416,000– $20,691,000   4.84 – 4.78   4/29 – 6/29 / 10/28 – 6/29

 

(8)The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the Class A-S, Class B and Class C Certificates outstanding from time to time.
(9)The Class X-A, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H and Class J-RR Certificates are not being offered by the Preliminary Prospectus and this Term Sheet. The Class R Certificates are not shown above.
(10)The Notional Amount of the Class X-A Certificates will be equal to the aggregate Certificate Balance of the Class A-1, Class A-2 and Class A-3 Certificates outstanding from time to time.
(11)The Notional Amount of the Class X-D Certificates will be equal to the aggregate Certificate Balance of the Class D and Class E Certificates outstanding from time to time.
(12)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.
(13) The Notional Amount of the Class X-G Certificates will be equal to the Certificate Balance of the Class G Certificates outstanding from time to time.
(14)The Notional Amount of the Class X-H Certificates will be equal to the Certificate Balance of the Class H Certificates outstanding from time to time.

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Summary of Transaction Terms
Securities Offered: $725,765,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Co-Lead Managers and Joint Bookrunners: Barclays Capital Inc., SG Americas Securities, LLC, BMO Capital Markets Corp., UBS Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc.
Co-Managers: Academy Securities, Inc. and Bancroft Capital, LLC.
Mortgage Loan Sellers: Barclays Capital Real Estate Inc. (“Barclays”) (7.0%), Starwood Mortgage Capital LLC (“SMC”) (21.7%), Citi Real Estate Funding Inc. (“CREFI”) (13.0%), KeyBank National Association (“KeyBank”) (12.5%), German American Capital Corporation (“GACC”) (12.3%), Argentic Real Estate Finance 2 LLC (“AREF2”) (10.6%), Bank of Montreal (“BMO”) (6.2%),  Societe Generale Financial Corporation (“SGFC”) (4.8%), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) (4.5%), LMF Commercial, LLC (“LMF”) (4.0%) and Greystone Mortgage Capital Corporation (“GCMC”) (3.3%).
Master Servicer: Wells Fargo Bank, National Association.
Special Servicer: LNR Partners, LLC.
Directing Certificateholder: LNR Securities Holdings, LLC or its affiliate.
Trustee: Computershare Trust Company, National Association.
Certificate Administrator: Computershare Trust Company, National Association.
Operating Advisor: Bell Oak, LLC.
Asset Representations Reviewer: Bell Oak, LLC.
Rating Agencies: S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, LLC (“KBRA”).
Initial Risk Retention Consultation Party: LNR Securities Holdings, LLC.
U.S. Credit Risk Retention:

SMC is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirements (i) through the purchase by Starwood Conduit CMBS Vertical Retention I LLC, a “majority-owned affiliate,” of an “eligible vertical interest” (each as defined in Regulation RR), which will consist of approximately 3.71% of the certificate balance or notional amount of each class of certificates (other than the Class R Certificates) (the “VRR Interest”) issued by the issuing entity and (ii) through the purchase by Starwood CMBS Horizontal Retention BBCMS 2024-5C27 LLC, a “majority-owned affiliate,” of an “eligible horizontal residual interest” (each as defined in Regulation RR), which will consist of the portion of the Class J-RR Certificates not included in the VRR Interest.

SMC, in its capacity as the “retaining sponsor” for this transaction, will be required to comply with the hedging, transfer and financing restrictions applicable to a “retaining sponsor” under the credit risk retention rules, which generally prohibit the transfer of the applicable certificates except to a “majority-owned affiliate” of the “retaining sponsor”. The restrictions on hedging and transfer under the credit risk retention rules as in effect on the closing date of this transaction will expire on and after the date that is the latest of (i) the date on which the aggregate principal balance of the mortgage loans has been reduced to 33% of the aggregate principal balance of the mortgage loans as of the Cut-off Date; (ii) the date on which the total unpaid principal obligations under the certificates (other than the Class R Certificates) has been reduced to 33% of the aggregate total unpaid principal obligations under the certificates as of the Closing Date; or (iii) two years after the Closing Date.

For additional information, see “Credit Risk Retention” in the Preliminary Prospectus.

EU Credit Risk Retention: The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Closing Date: On or about July 11, 2024.
Cut-off Date: With respect to each mortgage loan, the related due date in July 2024, or in the case of any mortgage loan that has its first due date after July 2024, the date that would have been its due date in July 2024 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month.
Distribution Date: The 4th business day after the Determination Date in each month, commencing in August 2024.
Determination Date: 11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in August 2024.
Assumed Final Distribution Date: The Distribution Date in July 2029 which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date: The Distribution Date in July 2057.
Tax Treatment: The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.
Form of Offering: The Class A-1, Class A-2, Class A-3, Class X-B, Class A-S, Class B and Class C Certificates (the “Publicly Offered Certificates”) will be offered publicly. The Class X-A, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR and Class R Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers, and except with respect to the Class R Certificates, to Institutional Accredited Investors and to institutions that are not U.S. Persons pursuant to Regulation S.
SMMEA Status: The Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
ERISA: The Publicly Offered Certificates are expected to be ERISA eligible.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Summary of Transaction Terms
Optional Termination: On any Distribution Date on which the aggregate principal balance of the pool of mortgage loans is less than 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date, certain entities specified in the Preliminary Prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Refer to “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus.
Minimum Denominations: The Publicly Offered Certificates (other than the Class X-B Certificates) will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-B Certificates will be issued in minimum denominations of $1,000,000 and in integral multiples of $1 in excess of $1,000,000.
Settlement Terms: DTC, Euroclear and Clearstream Banking.
Analytics: The transaction is expected to be modeled by Intex Solutions, Inc. and Trepp, LLC and is expected to be available on Bloomberg L.P., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight, Thomson Reuters Corporation, DealView Technologies Ltd., KBRA Analytics, LLC, Recursion Co. and CRED iQ.
Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. REFER TO THE “SUMMARY OF RISK FACTORS” AND “RISK FACTORS” SECTIONS OF THE PRELIMINARY PROSPECTUS.

 

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

 6 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics

Mortgage Loan Seller

Number of Mortgage Loans(1)

Number of Mortgaged Properties(1)

Roll-up Aggregate Cut-off Date Balance

% of IPB

SMC 15 20 $173,755,000 21.7%
CREFI 5 7 $103,910,000 13.0%
KeyBank 9 31 $100,357,327 12.5%
GACC 4 18 $98,585,518 12.3%
AREF2 4 7 $85,100,000 10.6%
Barclays 4 23 $56,300,000 7.0%
BMO 3 22 $50,000,000 6.2%
SGFC 3 22 $38,300,000 4.8%
UBS AG 4 6 $35,787,000 4.5%
LMF 2 2 $32,000,000 4.0%
GCMC 2 2 $26,750,000 3.3%
Total: 50 98 $800,844,845 100.0%

 

Loan Pool  
  Initial Pool Balance (“IPB”): $800,844,845
  Number of Mortgage Loans: 50
  Number of Mortgaged Properties: 98
  Average Cut-off Date Balance per Mortgage Loan: $16,016,897
  Weighted Average Current Mortgage Rate: 6.76317%
  10 Largest Mortgage Loans as % of IPB: 44.4%
  Weighted Average Remaining Term to Maturity: 58 months
  Weighted Average Seasoning: 2 months
Credit Statistics  
  Weighted Average UW NCF DSCR(2)(3): 1.69x
  Weighted Average UW NOI Debt Yield(2): 12.2%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(4): 58.2%
  Weighted Average Maturity Date LTV(2)(4): 58.0%
Other Statistics  
  % of Mortgage Loans with Additional Debt: 3.1%
  % of Mortgage Loans with Single Tenants(5): 7.5%
  % of Mortgage Loans secured by Multiple Properties: 32.8%
Amortization  
  Weighted Average Original Amortization Term(6): 352 months
  Weighted Average Remaining Amortization Term(6): 351 months
  % of Mortgage Loans with Interest-Only: 91.6%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 4.5%
  % of Mortgage Loans with Amortizing Balloon: 3.9%
Lockboxes(7)  
  % of Mortgage Loans with Springing Lockboxes: 50.6%
  % of Mortgage Loans with Hard Lockboxes: 42.9%
  % of Mortgage Loans with Soft Lockboxes: 6.5%
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 87.0%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 66.9%
  % of Mortgage Loans Requiring Monthly CapEx Reserves: 78.0%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(8): 55.2%

 

(1)The sum of the Number of Mortgage Loans and Number of Mortgaged Properties does not equal the aggregate due to certain loans being contributed by multiple loan sellers. There are two loans with multiple loan sellers being contributed to the pool comprised of twenty-one mortgaged properties, added to the count of each applicable mortgage loan seller.
(2)In the case of Loan Nos. 1, 3, 5, 7, 8, 11, 12, 13, 18, 19, 20 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine debt.
(3)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust.
(4)In the case of Loan Nos. 2, 10, 13, 23 and 25, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an other than “as-is” assumption. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.
(5)Excludes mortgage loans that are secured by multiple properties with multiple tenants.
(6)Excludes mortgage loans that are interest-only for the entire term and Loan No. 7 which is on a planned amortization schedule.
(7)For a more detailed description of Lockboxes, refer to “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Mortgaged Property Accounts” in the Preliminary Prospectus. In the case of Loan No. 11, there is a springing lockbox for the residential portion of the properties and a hard lockbox for the commercial properties, and for the purposes of this calculation, is considered to have a hard lockbox.
(8)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by office, retail, mixed use and industrial 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.

 7 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Ten Largest Mortgage Loans
No. Loan Name City, State Mortgage Loan Seller(s) No.
of Prop.
Cut-off Date Balance % of IPB Square Feet / Rooms / Units Property Type UW
NCF DSCR(1)
UW NOI Debt Yield(1) Cut-off Date LTV(1) Maturity Date/ARD LTV(1)
1 GNL Industrial Portfolio Various, Various KeyBank,
Barclays, BMO,
SGFC
20 $78,400,000 9.8% 3,908,306 Various 2.12x 12.6% 53.8% 53.8%
2 Champion MSU Student Housing Portfolio East Lansing, MI GACC 6 $44,000,000 5.5% 524 Multifamily 1.30x 9.0% 67.7% 67.7%
3 620 W 153rd Street New York, NY BMO, AREF2, SMC 1 $37,000,000 4.6% 238 Multifamily 1.43x 9.0% 57.0% 57.0%
4 1640 Sepulveda Los Angeles, CA AREF2 1 $36,300,000 4.5% 157,840 Office 1.71x 14.4% 64.8% 63.1%
5 University Pointe Davie, FL CREFI 1 $35,850,000 4.5% 877 Multifamily 1.73x 11.9% 54.5% 54.5%
6 BPW Houston Multifamily Portfolio Various, TX SMC 3 $31,000,000 3.9% 619 Multifamily 1.30x 10.8% 58.6% 58.6%
7 640 5th Avenue New York, NY BMO 1 $25,000,000 3.1% 314,533 Mixed Use 2.04x 18.7% 41.7% 38.0%
8 28-40 West 23rd Street New York, NY CREFI 1 $25,000,000 3.1% 578,105 Mixed Use 2.39x 15.4% 36.9% 36.9%
9 Country View Apartments Memphis, TN LMF 1 $21,500,000 2.7% 321 Multifamily 1.37x 9.7% 67.4% 67.4%
10 Courtyard Fort Myers at I-75 Fort Myers, FL SMC 1 $21,325,000 2.7% 134 Hospitality 1.70x 14.6% 63.7% 63.7%
                         
  Top 3 Total/Weighted Average   27 $159,400,000 19.9%     1.73x 10.8% 58.4% 58.4%
  Top 5 Total/Weighted Average   29 $231,550,000 28.9%     1.73x 11.5% 58.8% 58.5%
  Top 10 Total/Weighted Average   36 $355,375,000 44.4%     1.74x 12.3% 56.8% 56.4%
  Non-Top 10 Total/Weighted Average   62 $445,469,845 55.6%     1.66x 12.1% 59.3% 59.2%
(1)In the case of Loan Nos. 1, 3, 5, 7 and 8, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). For Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV exclude a mezzanine loan. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization 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 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Pari Passu Companion Loan Summary

No.

Loan Name

Mortgage

Loan Seller(s)

Trust Cut-off Date Balance

Total Mortgage Loan Cut-off Date Balance

Controlling Pooling/Trust & Servicing Agreement

Master Servicer

Special Servicer

Related Pari Passu

Loan(s) Securitizations

Related Pari Passu Loan(s) Original Balance

1 GNL Industrial Portfolio KeyBank,
Barclays, BMO,
SGFC
$78,400,000 $237,000,000 BMO 2024-5C4 Midland Argentic

BMO 2024-5C4

Benchmark 2024-V7

Future Securitization(s)

$70,000,000

$40,000,000

$48,600,000

3 620 W 153rd Street BMO, AREF2, SMC $37,000,000 $117,000,000 BMO 2024-5C4 Midland Argentic

BMO 2024-5C4

Benchmark 2024-V7

$70,000,000

$10,000,000

5 University Pointe CREFI $35,850,000 $85,850,000 (1) (1) (1) Future Securitization(s) $50,000,000
7 640 5th Avenue BMO $25,000,000 $300,000,000 (1) (1) (1) Future Securitization(s) $275,000,000
8 28-40 West 23rd Street CREFI $25,000,000 $155,000,000 Benchmark 2024-V7 Midland K-Star

Benchmark 2024-V7

BMO 2024-5C4

$80,000,000

$50,000,000

11 Bedrock Mixed-Use Portfolio GACC $20,000,000 $75,000,000 (1) (1) (1) Future Securitization(s) $55,000,000
12 Syngenta Woodland GACC $19,585,518 $29,585,518 BBCMS 2024-5C27 Wells LNR Benchmark 2024-V6 $10,000,000
13 Crescent Center GCMC $18,250,000 $52,000,000 BMO 2024-5C3 Wells Greystone

BMO 2024-5C3

Benchmark 2024-V6

$28,750,000

$5,000,000

18 Kenwood Towne Centre SGFC $15,000,000 $260,000,000 BANK5 2024-5YR6 Wells LNR

BANK5 2024-5YR6

Benchmark 2024-V6

BBCMS 2024-5C25

BMO 2024-5C4

Future Securitization(s)

$70,000,000

$65,000,000

$50,000,000

$30,000,000

$30,000,000

19 Wateridge GACC $15,000,000 $65,000,000 Benchmark 2024-V6 Midland LNR Benchmark 2024-V6 $50,000,000
20 1099 New York Avenue AREF2 $15,000,000 $57,000,000 Benchmark 2024-V7 Midland K-Star Benchmark 2024-V7 $42,000,000
27 The Pointe & Oak Shadows SMC $12,000,000 $46,850,000 (1) (1) (1) Future Securitization(s) $34,850,000
(1)In the case of Loan No. 5, 7, 11 and 27, the related Whole Loan will be serviced under the BBCMS 2024-5C27 pooling and servicing agreement until such time that the lead servicing pari passu companion loan is securitized, at which point the Whole Loan will be serviced under the related trust and servicing agreement or pooling and servicing agreement for such future securitization. The initial controlling noteholder is one of the originators of the related whole loan or an affiliate.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Additional Debt Summary

 

No.

Loan Name

Trust
Cut-off Date Balance

Pari Passu Companion Loan(s) Cut-off Date Balance

Subordinate Debt Cut-off Date Balance(1)

Total Debt Cut-off Date Balance

Mortgage

Loan

UW NCF DSCR(2)

Total Debt UW NCF DSCR(2)

Mortgage Loan
Cut-off Date LTV(2)

Total Debt Cut-off Date LTV

Mortgage Loan UW NOI Debt Yield(2)

Total Debt UW NOI Debt Yield

7 640 5th Avenue             $25,000,000             $275,000,000       $100,000,000 $400,000,000 2.04x 1.31x 41.7% 55.6% 18.7% 14.0%
(1)In the case of Loan No. 7, subordinate debt represents a mezzanine loan.
(2)Mortgage Loan UW NCF DSCR, Mortgage Loan Cut-off Date LTV and Mortgage Loan UW NOI Debt Yield calculations include any related Pari Passu Companion Loans (if applicable) but exclude any related mezzanine loan(s). For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust, and the Total Debt UW NCF DSCR incorporates the first 12 payments for the mezzanine loan as well.

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Mortgaged Properties by Type(1)

         

Weighted Average

Property Type Property Subtype Number of Properties Cut-off Date Principal Balance % of IPB UW
NCF DSCR(2)(3)
UW
NOI Debt Yield(2)
Cut-off Date LTV(2)(4) Maturity Date LTV(2)(4)
Multifamily Garden 11 $113,750,000 14.2 % 1.36x 10.2% 63.0% 63.0%
  Student Housing 7 79,850,000 10.0   1.49x 10.3% 61.8% 61.8%
  Mid Rise 8 64,321,145 8.0   1.36x 9.4% 63.2% 63.2%
  High Rise 2 39,420,114 4.9   1.44x 9.1% 56.8% 56.8%
  Low Rise 4 16,800,000 2.1   1.24x 9.4% 65.8% 65.8%
  Subtotal: 32 $314,141,260 39.2 % 1.40x 9.9% 62.1% 62.1%
Industrial Warehouse/Distribution 11 $53,844,504 6.7 % 2.00x 12.1% 53.6% 53.6%
  Manufacturing 6 32,236,405 4.0   1.77x 11.8% 56.5% 56.5%
  R&D 1 19,585,518 2.4   1.79x 12.2% 64.7% 64.7%
  Flex 1 17,000,000 2.1   1.79x 13.1% 64.8% 64.8%
  Manufacturing/Flex 1 3,830,256 0.5   2.12x 12.6% 53.8% 53.8%
  Manufacturing/Warehouse 1 3,465,046 0.4   2.12x 12.6% 53.8% 53.8%
  Distribution/Flex 1 2,859,331 0.4   2.12x 12.6% 53.8% 53.8%
  Manufacturing/Distribution 1 2,832,608 0.4   2.12x 12.6% 53.8% 53.8%
  Warehouse 1 1,995,296 0.2   2.12x 12.6% 53.8% 53.8%
  Subtotal: 24 $137,648,964 17.2 % 1.90x 12.2% 57.3% 57.3%
Office CBD 5 $56,538,751 7.1 % 1.74x 14.0% 62.4% 61.3%
  Suburban 5 48,139,076 6.0   1.84x 14.5% 55.3% 55.3%
  Subtotal: 10 $104,677,827 13.1 % 1.78x 14.2% 59.2% 58.6%
Mixed Use Office/Retail 3 $50,565,176 6.3 % 2.21x 17.0% 39.5% 37.6%
  Retail/Office 2 17,173,756 2.1   4.39x 30.7% 22.3% 22.3%
  Multifamily/Retail 2 6,417,073 0.8   1.22x 8.4% 64.8% 64.8%
  Subtotal: 7 $74,156,005 9.3 % 2.63x 19.4% 37.7% 36.4%
Retail Anchored 4 $41,131,463 5.1 % 1.57x 12.6% 61.4% 61.4%
  Super Regional Mall 1 15,000,000 1.9   2.19x 14.6% 45.5% 45.5%
  Freestanding 1 10,750,000 1.3   1.30x 9.8% 59.4% 59.4%
  Subtotal: 6 $66,881,463 8.4 % 1.67x 12.6% 57.5% 57.5%
Self Storage Self Storage 9 $40,477,000 5.1 % 1.56x 10.7% 63.4% 63.4%
Hospitality Select Service 1 $21,325,000 2.7 % 1.70x 14.6% 63.7% 63.7%
  Limited Service 1 12,310,000 1.5   1.66x 14.5% 63.1% 63.1%
  Subtotal: 2 $33,635,000 4.2 % 1.69x 14.6% 63.5% 63.5%
Manufactured Housing Manufactured Housing 6 $23,350,000 2.9 % 1.44x 9.9% 59.0% 59.0%
Other Parking 2 $5,877,327 0.7 % 1.39x 12.9% 50.9% 47.5%
Total / Weighted Average: 98 $800,844,845 100.0 % 1.69x 12.2% 58.2% 58.0%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.
(2)In the case of Loan Nos. 1, 3, 5, 7, 8, 11, 12, 13, 18, 19, 20 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine debt.
(3)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust.
(4)In the case of Loan Nos. 2, 10, 13, 23 and 25, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an other than “as-is” assumption. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics

 

Mortgaged Properties by Location(1)

 

       

Weighted Average

State

Number of Properties

Cut-off Date Principal Balance

% of IPB

UW
NCF DSCR(2)(3)
UW
NOI Debt Yield(2)
Cut-off Date LTV(2)(4) Maturity Date LTV(2)(4)
New York 12 $167,050,000 20.9% 1.95x 13.8% 51.0% 50.4%
Michigan 19 $100,066,762 12.5% 1.65x 10.8% 60.0% 60.0%
California 7 $99,642,244 12.4% 1.78x 13.7% 59.4% 58.8%
Florida 7 $88,713,324 11.1% 1.72x 13.0% 59.1% 59.1%
Texas 9 $66,532,608 8.3% 1.38x 10.6% 61.0% 61.0%
Tennessee 4 $47,542,883 5.9% 1.48x 11.2% 65.1% 65.0%
New Jersey 3 $27,400,000 3.4% 1.38x 9.4% 55.9% 55.9%
Ohio 3 $26,965,046 3.4% 1.93x 13.2% 53.3% 53.3%
Georgia 2 $20,800,000 2.6% 1.35x 9.2% 69.1% 69.1%
Missouri 8 $20,229,742 2.5% 1.48x 10.8% 59.0% 58.4%
Pennsylvania 5 $19,659,331 2.5% 1.37x 9.9% 64.1% 64.1%
Louisiana 2 $17,370,000 2.2% 1.58x 13.2% 61.2% 61.2%
North Carolina 1 $17,000,000 2.1% 1.79x 13.1% 64.8% 64.8%
Alabama 1 $15,950,000 2.0% 1.31x 9.4% 56.4% 56.4%
DC 1 $15,000,000 1.9% 1.85x 13.8% 59.4% 59.4%
New Hampshire 1 $14,850,000 1.9% 1.48x 12.1% 61.6% 61.6%
Illinois 2 $12,698,495 1.6% 2.01x 12.7% 53.7% 53.7%
South Carolina 6 $11,020,931 1.4% 1.82x 11.2% 57.5% 57.5%
Kansas 2 $4,284,542 0.5% 2.12x 12.6% 53.8% 53.8%
Vermont 1 $3,437,000 0.4% 1.39x 10.4% 70.0% 70.0%
Kentucky 1 $2,618,826 0.3% 2.12x 12.6% 53.8% 53.8%
Maryland 1 $2,013,112 0.3% 2.12x 12.6% 53.8% 53.8%
Total / Weighted Average: 98 $800,844,845 100.0% 1.69x 12.2% 58.2% 58.0%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.
(2)In the case of Loan Nos. 1, 3, 5, 7, 8, 11, 12, 13, 18, 19, 20 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine debt.
(3)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust.
(4)In the case of Loan Nos. 2, 10, 13, 23 and 25, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an other than “as-is” assumption. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Cut-off Date Principal Balance

 

       

Weighted Average

Range of Cut-off Date Principal Balances Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
$3,250,000  - $9,999,999 16 $106,844,327 13.3% 6.90619% 58 1.45x 10.5% 60.5% 60.4%
$10,000,000 - $14,999,999 13 154,280,000 19.3% 7.04067% 58 1.46x 10.9% 62.7% 62.7%
$15,000,000  - $19,999,999 10 164,345,518 20.5% 6.84781% 57 2.00x 14.4% 55.8% 55.8%
$20,000,000  - $29,999,999 5 112,825,000 14.1% 6.55391% 58 1.84x 14.2% 51.9% 51.1%
$30,000,000  - $39,999,999 4 140,150,000 17.5% 6.99434% 58 1.55x 11.5% 58.7% 58.3%
$40,000,000  - $54,999,999 1 44,000,000 5.5% 6.74300% 59 1.30x 9.0% 67.7% 67.7%
$55,000,000  - $78,400,000 1 78,400,000 9.8% 5.74400% 57 2.12x 12.6% 53.8% 53.8%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Mortgage Interest Rates

 

       

Weighted Average

Range of
Mortgage Interest Rates
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
5.74400 - 5.99900 1 $78,400,000 9.8% 5.74400% 57 2.12x 12.6% 53.8% 53.8%
6.00000  - 6.49900 14 218,810,000 27.3% 6.25439% 58 1.72x 12.0% 54.9% 54.4%
6.50000  - 6.99900 15 233,085,518 29.1% 6.77191% 58 1.71x 12.0% 58.8% 58.8%
7.00000  - 7.49900 11 145,567,000 18.2% 7.26045% 58 1.57x 12.4% 61.7% 61.2%
7.50000  - 7.99900 8 120,982,327 15.1% 7.68693% 57 1.49x 12.5% 61.8% 61.6%
8.00000  - 8.02500 1 4,000,000 0.5% 8.02500% 59 1.62x 14.4% 56.0% 56.0%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Original Term to Maturity in Months

 

       

Weighted Average

Original Term to
Maturity in Months
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
60 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Remaining Term to Maturity in Months

 

        Weighted Average
Range of Remaining Term to Maturity in Months Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
51  - 55 2 $26,450,000 3.3% 7.14625% 52 1.46x 11.4% 64.4% 64.4%
56 - 58 25 441,864,845 55.2% 6.67711% 57 1.84x 13.0% 56.8% 56.6%
59  - 60 23 332,530,000 41.5% 6.84706% 59 1.51x 11.2% 59.6% 59.3%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%
(1)In the case of Loan Nos. 1, 3, 5, 7, 8, 11, 12, 13, 18, 19, 20 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine debt.
(2)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust.
(3)In the case of Loan Nos. 2, 10, 13, 23 and 25, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an other than “as-is” assumption. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Original Amortization Term in Months

 

        Weighted Average
Original
Amortization
Term in Months
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
0 47 $733,667,518 91.6% 6.73998% 58 1.68x 11.9% 58.5% 58.5%
Planned Amortization 1 25,000,000 3.1% 6.12933% 60 2.04x 18.7% 41.7% 38.0%
300 1 5,877,327 0.7% 7.94000% 56 1.39x 12.9% 50.9% 47.5%
360 1 36,300,000 4.5% 7.47800% 58 1.71x 14.4% 64.8% 63.1%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Remaining Amortization Term in Months

 

        Weighted Average
Range of Remaining Amortization Term in Months Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
Interest Only 47 $733,667,518 91.6% 6.73998% 58 1.68x 11.9% 58.5% 58.5%
Planned Amortization 1 25,000,000 3.1% 6.12933% 60 2.04x 18.7% 41.7% 38.0%
296          -          358 1 5,877,327 0.7% 7.94000% 56 1.39x 12.9% 50.9% 47.5%
359          -          360 1 36,300,000 4.5% 7.47800% 58 1.71x 14.4% 64.8% 63.1%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Amortization Types

 

       

Weighted Average

Amortization Types Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
Interest Only 47 $733,667,518 91.6% 6.73998% 58 1.68x 11.9% 58.5% 58.5%
Interest Only, Amortizing Balloon 1 36,300,000 4.5% 7.47800% 58 1.71x 14.4% 64.8% 63.1%
Amortizing Balloon 2 30,877,327 3.9% 6.47398% 59 1.92x 17.6% 43.5% 39.8%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios(1)(2)

 

        Weighted Average
Range of Underwritten Net Cash Flow Debt Service Coverage Ratios Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
1.20x  - 1.29x 8 $76,650,000 9.6% 6.71074% 58 1.26x 8.7% 63.8% 63.8%
1.30x  - 1.49x 18 266,644,327 33.3% 6.98412% 58 1.36x 10.0% 62.5% 62.4%
1.50x  - 1.79x 15 256,650,518 32.0% 6.98799% 58 1.67x 12.7% 61.0% 60.8%
1.80x   1.99x 2 21,000,000 2.6% 6.73786% 58 1.86x 13.5% 57.7% 57.7%
2.00x  - 3.01x 6 164,900,000 20.6% 6.07206% 57 2.16x 14.7% 48.0% 47.5%
3.02x  - 4.80x 1 15,000,000 1.9% 6.89000% 58 4.80x 33.5% 17.7% 17.7%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%
(1)In the case of Loan Nos. 1, 3, 5, 7, 8, 11, 12, 13, 18, 19, 20 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine debt.
(2)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust.
(3)In the case of Loan Nos. 2, 10, 13, 23 and 25, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an other than “as-is” assumption. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 


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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
LTV Ratios as of the Cut-off Date(1)(3)

 

        Weighted Average
Range of
Cut-off Date LTVs
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
17.7%  - 49.9% 5 $95,000,000 11.9% 6.45430% 58 2.60x 19.3% 38.2% 37.2%
50.0%  - 54.9% 9 178,627,327 22.3% 6.29136% 58 1.86x 12.2% 53.7% 53.6%
55.0%  - 59.9% 6 113,700,000 14.2% 6.97085% 58 1.43x 10.4% 57.9% 57.9%
60.0%  - 64.9% 19 261,930,518 32.7% 7.04896% 58 1.57x 12.0% 63.5% 63.2%
65.0%  - 70.0% 11 151,587,000 18.9% 6.86315% 58 1.33x 9.5% 67.1% 67.1%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

LTV Ratios as of the Maturity Date/ARD(1)(3)

 

        Weighted Average
Range of
Maturity Date LTVs
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
17.7%  - 49.9% 6 $100,877,327 12.6% 6.54086% 58 2.53x 18.9% 38.9% 37.8%
50.0%  - 59.9% 14 286,450,000 35.8% 6.52724% 58 1.70x 11.5% 55.4% 55.4%
60.0%  - 64.9% 19 261,930,518 32.7% 7.04896% 58 1.57x 12.0% 63.5% 63.2%
65.0%  - 70.0% 11 151,587,000 18.9% 6.86315% 58 1.33x 9.5% 67.1% 67.1%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Prepayment Protection

 

       

Weighted Average

Prepayment Protection Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
Defeasance 35 $517,109,327 64.6% 6.85981% 58 1.71x 12.8% 57.8% 57.5%
Yield Maintenance 13 185,750,000 23.2% 6.93403% 58 1.45x 10.5% 60.5% 60.5%
Defeasance or Yield Maintenance 2 97,985,518 12.2% 5.92929% 57 2.05x 12.5% 56.0% 56.0%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%

 

Loan Purpose

 

       

Weighted Average

Loan Purpose Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
Refinance 43 $700,824,327 87.5% 6.73039% 58 1.68x 12.0% 57.7% 57.5%
Acquisition 5 $85,220,518 10.6% 7.03282% 57 1.76x 13.6% 63.3% 63.3%
Recapitalization 2 14,800,000 1.8% 6.76295% 59 1.90x 13.6% 52.2% 52.2%
Total / Weighted Average: 50 $800,844,845 100.0% 6.76317% 58 1.69x 12.2% 58.2% 58.0%
(1)In the case of Loan Nos. 1, 3, 5, 7, 8, 11, 12, 13, 18, 19, 20 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine debt.
(2)For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. For Loan No. 7, the UW NCF DSCR is calculated based on the first 12 payments to the securitization trust.
(3)In the case of Loan Nos. 2, 10, 13, 23 and 25, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an other than “as-is” assumption. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

 


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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Collateral Characteristics
Previous Securitization History(1)

 

No. Mortgage Loan Seller Loan Name Location Property Type Cut-off Date Principal Balance % of IPB   Previous Securitization
3 BMO, AREF2, SMC 620 W 153rd Street New York, NY Multifamily $37,000,000 4.6% HIG 2023-FL1
8 CREFI 28-40 West 23rd Street New York, NY Mixed Use $25,000,000 3.1% CGCMT 2014-GC23
9 LMF Country View Apartments Memphis, TN Multifamily $21,500,000 2.7% ARCLO 2021-FL1
10 SMC Courtyard Fort Myers at I-75 Fort Myers, FL Hospitality $21,325,000 2.7% WFCM 2015-C27
16.02 CREFI Storage Sense - Clarksville Clarksville, TN Self Storage $6,000,000 0.7% MSBAM 2016-C31
18 SGFC Kenwood Towne Centre Cincinnati, OH Retail $15,000,000 1.9% BPR 2021-KEN
21 KeyBank 48 E 57th Street New York, NY Mixed Use $15,000,000 1.9% JPMBB 2014-C21
24 SMC Town & Country Plaza Hammond, LA Retail $13,370,000 1.7% COMM 2014-CR16
25 SMC SpringHill Suites Fort Myers Fort Myers, FL Hospitality $12,310,000 1.5% WFCM 2015-C26
29 KeyBank Citrus Center Inverness, FL Retail $11,100,000 1.4% JPMBB 2014-C19
30 SMC 152 Geary Street San Francisco, CA Retail $10,750,000 1.3% MSBAM 2012-C6
39 SGFC Griffin Capital Plaza El Segundo, CA Office $8,300,000 1.0% JPMBB 2014-C22
45.01 KeyBank St. Louis Spruce Saint Louis, MO Other $4,084,443 0.5% JPMCC 2019-COR5
45.02 KeyBank Memphis Poplar Memphis, TN Other $1,792,883 0.2% JPMCC 2019-COR5
47 SMC Cordova Court Apartments Bossier City, LA Multifamily $4,000,000 0.5% GSMS 2014-GC20
(1)The table above represents the properties for which the previously existing debt was most recently securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Structural Overview
■                 Assets:   The Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J-RR and Class R Certificates (collectively, the “Certificates”) will be entitled to distributions solely with respect to the mortgage loans.
■                 Accrual:   Each Class of Certificates (other than the Class R Certificates) will accrue interest on a 30/360 basis. The Class R Certificates will not accrue interest.
■                Distribution of Interest:  

On each Distribution Date, accrued interest for each Class Certificates (other than the Class R Certificates) at the applicable pass-through rate will be distributed in the following order of priority to the extent of available funds: first, to the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, and Class X-H Certificates (the “Senior Certificates”), on a pro rata basis, based on the interest entitlement for each such Class on such date, and then to the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J-RR Certificates, in that order, in each case until the interest entitlement for such date payable to each such Class is paid in full.

The pass-through rate applicable to each of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J-RR Certificates (collectively, the “Principal Balance Certificates”) on each Distribution Date, will be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), (iii) the lesser of a specified fixed pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage.

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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2 and Class A-3 Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date.

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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-S, Class B and Class C Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date.

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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class D and Class E Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date.

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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate on the Class F Certificates for the related Distribution Date.

The pass-through rate for the Class X-G 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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate on the Class G Certificates for the related Distribution Date.

The pass-through rate for the Class X-H 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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate on the Class H Certificates for the related Distribution 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.

 17 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Structural Overview
 

See “Description of the Certificates—Distributions” in the Preliminary Prospectus.

■                Distribution of Principal:

 

 

On any Distribution Date prior to the Cross-Over Date, payments in respect of principal of the Certificates will be distributed:

first, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, second, to the Class A-2 Certificates, until the Certificate Balance of such Class is reduced to zero, third, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero, then to the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J-RR Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.

On any Distribution Date on or after the Cross-Over Date, payments in respect of principal of the Certificates will be distributed to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata based on the Certificate Balance of each such Class until the Certificate Balance of each such Class is reduced to zero.

The “Cross-Over Date” means the Distribution Date on which the aggregate Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J-RR Certificates have been reduced to zero as a result of the allocation of realized losses to such Classes.

The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, and Class X-H Certificates (the “Class X Certificates”) will not be entitled to receive distributions of principal; however, the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-1, Class A-2 and Class A-3 Certificates, the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-S, Class B and Class C Certificates, the notional amount of the Class X-D Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class D and Class E Certificates, the notional amount of the Class X-F Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class F Certificates, the notional amount of the Class X-G Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class G Certificates and the notional amount of the Class X-H Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class H Certificates.

■                Yield Maintenance / Fixed Penalty Allocation:  

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 or workout fees payable therefrom) in the following manner: (1) to each of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J-RR Certificates, the product of (a) the yield maintenance charge or prepayment premium, (b) the related Base Interest Fraction (as defined in the Preliminary Prospectus) for such Class, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (2) 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 amount of principal distributed to the Class A-1, Class A-2 and Class A-3 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (b) 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.

 18 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
Structural Overview
 

amount of such yield maintenance charge or prepayment premium distributed to the Class A-1, Class A-2 and Class A-3 Certificates as described above, (3) to the Class X-B 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 amount of principal distributed to the Class A-S, Class B and Class C Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class A-S, Class B and Class C Certificates as described above (4) to the Class X-D 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 amount of principal distributed to the Class D and Class E Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class D and Class E Certificates as described above, (5) to the Class X-F 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 amount of principal distributed to the Class F Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class F Certificates as described above, (6) to the Class X-G 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 amount of principal distributed to the Class G Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class G Certificates as described above, and (7) to the Class X-H Certificates, any remaining portion of such yield maintenance charge or prepayment premium not distributed as described above.

No yield maintenance charges or prepayment premiums will be distributed to the Class R Certificates.

■                Realized Losses:  

On each Distribution Date, the losses on the mortgage loans will be allocated first to the Class J-RR, Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case until the Certificate Balance of all such Classes have been reduced to zero, and then, to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, based on the Certificate Balance of each such Class, until the Certificate Balance of each such Class has been reduced to zero. The notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates that are components of the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, and Class X-H Certificates, respectively.

Losses on each pari passu Whole Loan will be allocated, pro rata, between the related mortgage loan and the related Pari Passu Companion Loan(s), based upon their respective principal balances.

■                Interest Shortfalls:   A shortfall with respect to the amount of available funds distributable in respect of interest can result from, among other sources: (a) delinquencies and defaults by borrowers; (b) shortfalls resulting from the application of appraisal reductions to reduce P&I Advances; (c) shortfalls resulting from the payment of interest on Advances made by the Master Servicer, the Special Servicer or the Trustee; (d) shortfalls resulting from the payment of Special Servicing Fees and other additional compensation that the Special Servicer is entitled to receive; (e) shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer; (f) shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and (g) shortfalls resulting from other unanticipated or default-related expenses of the trust. Any such shortfalls that decrease the amount of available funds distributable in respect of interest to the Certificateholders will reduce distributions to the classes of Certificates (other than the Class R Certificates) beginning with those with the lowest payment priorities, in reverse sequential order. See “Description of the Certificates—Distributions—Priority of Distributions” in the Preliminary Prospectus.
■                 Appraisal Reduction Amounts:  

With respect to mortgage loans serviced under the Pooling and Servicing Agreement, upon the occurrence of certain trigger events with respect to a mortgage loan, which are generally tied to certain events of default under the related mortgage loan documents, the Special Servicer will be obligated to obtain an appraisal of the related mortgaged property and the Special Servicer will calculate the Appraisal Reduction Amount. The “Appraisal Reduction Amount” is generally the amount by which the current principal balance of the related mortgage loan or Serviced Whole Loan exceeds the amount by which (i) the sum of (a) 90% of the appraised value of the related mortgaged property, (b) the amount of any escrows and letters of credit and reserves and (c) all insurance and casualty proceeds and condemnation awards that are collateral for the related mortgage loan exceeds (ii) the outstanding advances, real estate taxes, unpaid servicing fees and certain similar amounts.

With respect to the Non-Serviced Whole Loans, any Appraisal Reduction Amount will be similarly determined pursuant to the related lead securitization trust and servicing agreement or pooling and servicing agreement, as applicable, under which the non-serviced whole loan is serviced. 

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

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In general, the Appraisal Reduction Amounts that are allocated to the mortgage loans are notionally allocated to reduce, in reverse sequential order, the Certificate Balance of each Class of Principal Balance Certificates (other than the Class A-1, Class A-2 and Class A-3 Certificates) beginning with the Class J-RR Certificates for certain purposes, including certain voting rights and the determination of the Controlling Class. As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated in the related mortgage loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate Class of Certificates then-outstanding (i.e., first, to the Class J-RR Certificates; second, to the Class H Certificates, third, to the Class G Certificates, fourth, to the Class F Certificates, fifth to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates, ninth, to the Class A-S Certificates and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).

With respect to each serviced pari passu Whole Loan, the Appraisal Reduction Amount will be notionally allocated, pro rata, between the related mortgage loan and the related serviced Pari Passu Companion Loan(s), based upon their respective principal balances.

■                Master Servicer Advances:   The Master Servicer will be required to advance certain delinquent scheduled mortgage loan payments of principal and interest and certain property protection advances, in each case, to the extent the Master Servicer deems such advances to be recoverable. At any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Master Servicer in respect of delinquent payments of interest on any mortgage loan will be reduced to equal the product of (x) the interest portion of the amount that would be advanced without regard to any Appraisal Reduction Amount and (y) a fraction, the numerator of which is the then-outstanding principal balance of the mortgage loan minus the Appraisal Reduction Amount and the denominator of which is the then-outstanding principal balance of the mortgage loan immediately prior to the related Distribution Date. The Master Servicer will not make any principal or interest advances with respect to any companion loan.
■                 Whole Loans:  

Each of the mortgaged properties identified above under “Collateral Characteristics—Pari Passu Companion Loan Summary” 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 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 “—Pari Passu Companion Loan Summary” 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. See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.

■                Liquidated Loan Waterfall:   On liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan 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.
■               Sale of Defaulted Loans and REO
Properties:

 

 

The Special Servicer is required to use reasonable efforts to solicit offers for any defaulted loan or REO property (other than a non-serviced mortgage loan), if the Special Servicer determines that no satisfactory arrangements can be made for collection of delinquent payments and the sale would be in the best economic interests of the certificateholders (or, in the case of any Serviced Whole Loan, the certificateholders and any holders of the related Serviced Pari Passu Companion Loans, as a collective whole, taking into account the pari passu or subordinate nature of any related Serviced Companion Loan), on a net present value basis.

In the case of each non-serviced mortgage loan, under certain circumstances permitted under the related intercreditor agreement, to the extent that such non-serviced mortgage loan is not sold together with the related non-serviced companion loan by the special servicer for the related Non-Serviced Whole Loans, the Special Servicer will be entitled to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and (ii) after consulting on a non-binding basis with the Risk Retention Consultation Party, in each case, with respect to any mortgage loan other than an Excluded Loan) such non-serviced mortgage

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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loan if it determines in accordance with the servicing standard that such action would be in the best interests of the certificateholders.

The Special Servicer is generally required to accept the highest cash offer received from any person for any defaulted loan or REO property in an amount at least equal to par plus accrued interest plus all other outstanding amounts due under such mortgage loan and any outstanding expenses of the trust relating to such mortgage loan (the “Purchase Price”) except as described in the Preliminary Prospectus.

With respect to the Serviced Whole Loans, any such sale of the related defaulted loan is required to also include the related Pari Passu Companion Loans, if any, and the prices will be adjusted accordingly.

With respect to the mortgage loans that have mezzanine debt or permit mezzanine debt in the future, the mezzanine lenders may have the option to purchase the related mortgage loan after certain events of default under such mortgage loan.

The Directing Certificateholder will not have a right of first refusal to purchase a defaulted loan.

If the Special Servicer does not receive a cash offer at least equal to the Purchase Price, the Special Servicer may accept the first cash offer received from any person that is determined to be a fair price and will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior nine months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy) for such defaulted loan or REO property, if the highest offeror is a person other than a party to the Pooling and Servicing Agreement, the Directing Certificateholder, the Risk Retention Consultation Party, any sponsor, any borrower, any manager of a mortgaged property, any independent contractor engaged by the Special Servicer, with respect to a defaulted whole loan, the depositor, Master Servicer, Special Servicer (or independent contractor engaged by the Special Servicer) or the trustee for the securitization of a Companion Loan and each holder of any related Companion Loan or mezzanine loan (but only with respect to the related mortgage loan), or any known affiliate of any such person (each, an “Interested Person”). If the highest offer is made by an Interested Person, the Trustee will determine (based upon the most recent appraisal or updated appraisal conducted in accordance with the terms of the Pooling and Servicing Agreement) whether the offer constitutes a fair price for the defaulted loan or REO property provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties and the Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert retained by the Trustee in connection with making such determination. Neither the Trustee nor any of its affiliates may make an offer for or purchase any specially serviced mortgage loan or REO property.

If the Special Servicer does not receive any offers that are at least equal to the Purchase Price, the Special Servicer is not required to accept the highest offer and may accept a lower offer for a defaulted loan or REO property if the Special Servicer determines, in accordance with the servicing standard (and subject to the requirements of any related intercreditor agreement), that a rejection of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the holder of the related Companion Loans, as a collective whole, as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender), so long as such lower offer was not made by the Special Servicer or any of its affiliates. If title to any mortgaged property is acquired by the trust fund, the Special Servicer will be required to sell such mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (a) the IRS grants or has not denied an extension of time to sell such mortgaged property or (b) the Special Servicer, Trustee and the Certificate Administrator receive an opinion of independent counsel to the effect that the holding of the property by the trust longer than the above-referenced three-year period will not result in the imposition of a tax on either REMIC of the trust fund or Grantor Trust or cause either REMIC of the trust fund to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan, included in the BBCMS 2024-5C27 Trust, and the related Companion Loan(s), as a single loan. In connection with any such sale, the then-

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 special servicer will be required to follow procedures substantially similar to those set forth above.

■                 Control Eligible Certificates:   Classes F, G, H and J-RR.
■                 Control Rights:  

The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be (i) with respect to a Servicing Shift Mortgage Loan, the Loan-Specific Directing Certificateholder and (ii) with respect to each mortgage loan (other than any Servicing Shift Mortgage Loan and any Excluded Loan), the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders by Certificate Balance, as determined by the certificate registrar from time to time; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement.

With respect to any mortgage loan (other than any non-serviced mortgage loan, any Excluded Loan or any Servicing Shift Whole Loan), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan or any Excluded Loan). With respect to any mortgage loan that has or may in the future have mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.

A “Borrower Partymeans a borrower, a mortgagor, a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

An “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.

An “Excluded Loan” is a mortgage loan or Whole Loan with respect to which, as of any date of determination, (a) with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class is a Borrower Party or (b) with respect to the Risk Retention Consultation Party or the holder of the majority of the VRR Interest is a Borrower Party. As of the Closing Date, it is expected that there will be no Excluded Loans with respect to this securitization.

With respect to the Serviced Whole Loans, direction, consent and consultation rights with respect to the related Whole Loan are subject to certain consultation rights of the holder of the related Pari Passu Companion Loans pursuant to the related intercreditor agreement.

With respect to any Non-Serviced Whole Loan, direction, consent and consultation rights with respect to the related Whole Loan will be exercised by the directing certificateholder or controlling class representative under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable.

■                Directing Certificateholder:   LNR Securities Holdings, LLC (or its affiliate) is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Servicing Shift Mortgage Loan or any Excluded Loans).
■                 Controlling Class:  

The “Controlling Class” will at any date of determination be 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,

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

equal to no less than 25% of the initial Certificate Balance for such Class; provided that if at any time the principal balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate Class among the Control Eligible Certificates that has an aggregate principal balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”.


The Controlling Class as of the Closing Date will be the Class J-RR Certificates.

■                 Control Termination Event:  

A “Control Termination Event” will occur when the senior most Class of Control Eligible Certificates has 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; provided, however, that a Control Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero; and provided, further, that prior to the applicable Servicing Shift Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan.

The “Cumulative Appraisal Reduction Amount” as of any date of determination, is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect.

An “AB Modified Loan” means any corrected loan (1) that became a corrected loan (which includes for purposes of this definition any non-serviced mortgage loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the trust and servicing agreement or pooling and servicing agreement, as applicable, governing such non-serviced mortgage loan) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the issuing entity or the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect.

The “Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the 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 for the related mortgaged property or mortgaged properties, 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 became (and as part of the modification related to) such AB Modified Loan for the benefit of the related mortgaged property or mortgaged properties (provided, that in the case of a non-serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination.

Upon the occurrence and during the continuance of a Control Termination Event, the Controlling Class will no longer have any control rights. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will relinquish its right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain actions that the Master Servicer or the Special Servicer plan on taking with respect to a mortgage loan. Following the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will retain consultation rights with the Special Servicer with respect to certain material actions that the Special Servicer plans on taking with respect to any mortgage loan other than an Excluded Loan. Such consultation rights will continue until the occurrence of a Consultation Termination 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.

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■                 Consultation Termination Event:  

A “Consultation Termination Event” will occur when 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; provided, however, that a Consultation Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero; provided, further, that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan.

Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class and the Directing Certificateholder will have no rights under the Pooling and Servicing Agreement, other than those rights generally available to all Certificateholders.

■                Risk Retention Consultation
Party:
 

The Risk Retention Consultation Party will be the party selected by Starwood Mortgage Capital LLC as the Retaining Sponsor. For so long as LNR Partners, LLC is the Special Servicer, it will not be required to consult with, or provide any information or reports to the Risk Retention Consultation Party. The initial Risk Retention Consultation Party is expected to be LNR Securities Holdings, LLC.

■                 Appraised-Out Class:   A Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such Class, to no longer be the Controlling Class.
■                Remedies Available to Holders of
an Appraised-Out Class:
 

Holders of the majority of any Class of Control Eligible Certificates that are determined at any date of determination to no longer be the Controlling Class as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such class will have the right, at their sole expense, to require the Special Servicer to order a supplemental appraisal report from an MAI appraiser (selected by the Special Servicer) for any mortgage loan (or Serviced Whole Loan) that results in the Class becoming an Appraised-Out Class.

Upon receipt of that supplemental appraisal, the Special Servicer will be required to determine, in accordance with the servicing standard, whether, based on its assessment of the supplemental appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted, will be required to recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental appraisal and if required by such recalculation, the Appraised-Out Class will be reinstated as the Controlling Class. The holders of an Appraised-Out Class requesting a supplemental appraisal are not permitted to exercise any control or consent rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class.

                 Operating Advisor:  

The Operating Advisor will initially be BellOak, LLC. 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. The Operating Advisor will generally be responsible for reviewing the Special Servicer’s operational practices with respect to the resolution and liquidation of specially serviced loans. In addition, after the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will have certain consultation rights with respect to the specially serviced loans. The Operating Advisor will generally have no obligations or consultation rights under the Pooling and Servicing Agreement with respect to the Non-Serviced Whole Loans or any related REO Property.

With respect to each mortgage loan or Serviced Whole Loan (in each case, other than a non-serviced mortgage loan), the Operating Advisor will be responsible for:

                after the occurrence and during the continuance of a Control Termination Event, consulting (on a non-binding basis) with the Special Servicer with respect to each asset status report prepared by the Special Servicer and recommending proposed alternative courses of action.

■                after the occurrence and during the continuance of a Control Termination Event, preparing an annual report addressing the Operating Advisor’s overall findings 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.

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Structural Overview
 

determinations and setting forth its assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement with respect to the resolution and/or liquidation of specially serviced loans that the Special Servicer is responsible for servicing under the Pooling and Servicing Agreement.

                 prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount 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 to the Operating Advisor after such calculations have been finalized. The Operating Advisor will be required to review such calculations (with respect to Appraisal Reduction Amounts, if the Special Servicer has calculated such amounts) but will not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.

                after the occurrence and during the continuance of a Control Termination Event, recalculating and verifying, on a limited basis, the accuracy of mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas utilized in connection with any Appraisal Reduction Amount, Collateral Deficiency Amount or net present value calculations performed by the Special Servicer. In the event the Operating Advisor does not agree with the mathematical calculations or the application of the non-discretionary portion of the applicable formulas required to be utilized for such calculation, the Operating Advisor and the Special Servicer will consult with each other in order to resolve any disagreement. If there is any disagreement with respect to such calculations that the Operating Advisor and the Special Servicer are unable to resolve, the Certificate Administrator will determine which calculation is to apply.

In addition, the Operating Advisor is required to promptly review all information available to Privileged Persons on the Certificate Administrator’s website related to specially serviced loans and certain information available to Privileged Persons on the Certificate Administrator’s website related to mortgage loans included on the monthly CREFC® servicer watch list report, each final asset status report delivered to the Operating Advisor by the Special Servicer and each assessment of compliance report and attestation report prepared by the Special Servicer in order to maintain its familiarity with the mortgage loans and the performance of the Special Servicer under the Pooling and Servicing Agreement.

After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will also consult with the Special Servicer in connection with certain major decisions and propose possible alternative courses of action.

In addition, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the servicing standard, 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 Certificates evidencing at least a majority of the aggregate voting rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Classes to which such Appraisal Reduction Amounts are allocable). In the event the holders of such Certificates elect to remove and replace the Special Servicer, the Certificate Administrator will be required to obtain a rating agency confirmation from each of the rating agencies at that time.

                Replacement of Operating
Advisor:
  The Operating Advisor may be terminated or removed under certain circumstances and a replacement operating advisor appointed as described in the Preliminary Prospectus. Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an entity (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by S&P, Fitch and KBRA (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of S&P, Fitch and KBRA has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction publicly citing servicing concerns with the operating advisor in its capacity as special servicer or operating advisor on such commercial mortgage-backed securities transaction as the sole or a material factor in such rating action; (B) that can and will make the representations 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.

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Structural Overview
  warranties of the operating advisor set forth in the Pooling and Servicing Agreement; (C) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation Party, or a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; (D) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the Pooling and Servicing Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; and (E) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and that has at least five years of experience in collateral analysis and loss projections and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets. Any Operating Advisor is prohibited from making an investment in any Class of Certificates in the Trust as described in the Preliminary Prospectus.
■                 Asset Representations Reviewer:  

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and notification from the Certificate Administrator that the required percentage of Certificateholders have voted to direct a review of such delinquent mortgage 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)(A) prior to and including the second anniversary of the Closing Date, at least 10 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% 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 or (B) after the second anniversary of the Closing Date, at least 15 mortgage loans are Delinquent Loans 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.

Following the determination that an Asset Review Trigger has occurred, the Certificate Administrator will include in the Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur. Once an Asset Review Trigger has occurred, Certificateholders evidencing not less than 5% of the voting rights may deliver to the Certificate Administrator a written direction requesting a vote on whether to commence an Asset Review within 90 days after the filing of the Form 10-D reporting the occurrence of the Asset Review Trigger (an “Asset Review Vote Election”). If directed by such Certificateholders, a vote of all Certificateholders will commence and an Asset Review will occur if more than a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of the Asset Review Vote Election. If the vote does not come to pass within such 150-day period, then no further votes will occur unless and until (A) an additional mortgage loan becomes a Delinquent Loan after the expiration of such 150 day period, (B) an additional Asset Review Trigger occurs or an Asset Review Trigger is otherwise in effect, (C) Certificateholders representing 5% of the voting rights again elect to cause a vote of all the Certificateholders and (D) such vote has occurred within 150 after the election described in clause (C) above.

■                Replacement of the Asset
Representations Reviewer:
  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 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

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural Overview
  Pooling and Servicing Agreement by written notice to the Asset Representations Reviewer, and the proposed successor asset representations reviewer will be appointed.
■                 Appointment and Replacement of
Special Servicer:
 

The Directing Certificateholder will appoint the initial Special Servicer as of the Closing Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced for cause at any time and without cause if either (i) LNR Partners, LLC or its affiliate is no longer the Special Servicer or (ii) LNR Securities Holdings LLC or its affiliate owns less than 15% of the certificate balance (excluding any portion that compromises the VRR Interest) of the Controlling Class by the Directing Certificateholder.

If the Special Servicer obtains knowledge that it has become a Borrower Party with respect to any mortgage loan or Serviced Whole Loan (any such mortgage loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the Special Servicer will be required to resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder or the Controlling Class certificateholder on its behalf will be required to appoint (and may remove and replace with or without cause) a successor special servicer that is not a Borrower Party in accordance with the terms of the Pooling and Servicing Agreement (an “Excluded Special Servicer”) for the related Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, the resigning Special Servicer will be required to use commercially reasonable efforts to select the related Excluded Special Servicer.

Upon the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below.

After the occurrence of a Consultation Termination Event, the Operating Advisor may also recommend the replacement of the Special Servicer as described above.

■                Replacement of Special Servicer
by Vote of Certificateholders:
 

After the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such certificates) of the Principal Balance Certificates requesting a vote to replace the Special Servicer with a replacement special servicer, (b) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of written confirmations from each Rating Agency that the appointment of such replacement special servicer will not result in a downgrade, withdrawal or qualification of the Certificates (which confirmations will be obtained at the expense of such holders), the Certificate Administrator will be required to post such notice on its Internet website, and by mail conduct the solicitation of votes of all Certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum, the Trustee will immediately replace the Special Servicer with a qualified replacement special servicer designated by such holders of Certificates.

A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer or the Asset Representations Reviewer described above, the holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of realized losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Classes of Principal Balance Certificates on an aggregate basis.

With respect to each Serviced Whole Loan, the holders of the related Pari Passu Companion Loans, under certain circumstances following a servicer termination event with respect to the Special Servicer, will be entitled to direct the Trustee (and the Trustee will be required) to terminate the Special Servicer solely with respect to such Serviced Whole Loan. A replacement special servicer will be selected by the Trustee or, prior to a Control Termination Event, by the Directing Certificateholder; provided, however, that any successor special servicer appointed to replace the Special Servicer with respect to such Whole Loan can generally not be the person

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
Structural Overview
 

(or its affiliate) that was terminated at the direction of the holder of the related Pari Passu Companion Loan.

With respect to any Non-Serviced Whole Loan, the BBCMS 2024-5C27 trust as holder of the related mortgage loan has similar termination rights in the event of a servicer termination event with respect to the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, as described above, which may be exercised by the Directing Certificateholder prior to the Control Termination Event. However, the successor special servicer will be selected pursuant to the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, by the related directing holder prior to a control event under such trust and servicing agreement or pooling and servicing agreement, as applicable. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.

■                Dispute Resolution Provisions:  

Each Mortgage Loan Seller will be subject to the dispute resolution provisions set forth in the 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 request to repurchase a mortgage loan (a “Repurchase Request”) is not “Resolved” (as defined below) within 180 days after the related Mortgage Loan Seller receives such Repurchase Request (a “Resolution Failure”), then the Enforcing Servicer (as defined below) will be required to send a notice to the “Initial Requesting Certificateholder” (if any) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding 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 Enforcing Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

The Enforcing Servicer will be required to consult with any Certificateholder or Certificate Owner that delivers a notice of its intent to exercise its dispute resolution rights (a “Requesting Certificateholder”) so that a Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods. If a Requesting Certificateholder elects to exercise its right to refer the matter to either mediation or arbitration, then it will become the party responsible for enforcing the Repurchase Request and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. Failure to make an election to exercise that right or failure to begin the elected form of proceedings within the certain timeframe set forth in the Pooling and Servicing Agreement will generally waive the Certificateholders’ or Certificate Owners’ rights with respect to the related Repurchase Request.

The “Enforcing Servicer” will be the Special Servicer.

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 makes 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 Pooling and 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.

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Structural Overview
■                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 Pooling and Servicing Agreement. Any Certificateholder wishing to communicate with other Certificateholders regarding the exercise of its rights under the terms of the Pooling and Servicing Agreement should deliver a written request signed by an authorized representative of the requesting investor to the Certificate Administrator at the address below:

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BBCMS Mortgage Trust 2024-5C27

With a copy to: trustadministrationgroup@computershare.com

■                Master Servicer and Special
Servicer Compensation:
 

The Master Servicer is entitled to a fee (the “Servicing Fee”) payable monthly from interest received in respect of each mortgage loan, any related REO loan and any related Serviced Companion Loan that will accrue at the related servicing fee rate described in the Preliminary Prospectus. The Special Servicer is also entitled to a fee (the “Special Servicing Fee”) with respect to each specially serviced loan and REO loan (other than a non-serviced mortgage loan) at the special servicing fee rate described in the Preliminary Prospectus.

In addition to the Servicing Fee, Special Servicing Fee and certain other fees described below, the Master Servicer and Special Servicer are entitled to retain and share certain additional servicing compensation, including assumption application fees, assumption fees, defeasance fees and certain Excess Modification Fees and consent fees with respect to the mortgage loans. The Special Servicer may also be entitled to either a Workout Fee or Liquidation Fee, but not both, from recoveries in respect of any particular mortgage loan.

An “Excess Modification Fee” with respect to any mortgage loan (other than the non-serviced mortgage loans) or Serviced Whole Loan is the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such mortgage loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed additional expenses described in the Preliminary Prospectus (excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the issuing entity with respect to the related mortgage loan or Serviced Whole Loan, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in clause (A), which expenses have been recovered from the related borrower or otherwise.

With respect to the Master Servicer and Special Servicer, the Excess Modification Fees collected and earned by such servicer from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such servicer from the related borrower within the prior 12 months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related mortgage loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment. A “Modification Fee” with respect to any mortgage loan (other than the non-serviced mortgage loans) or Serviced Companion Loan is generally any fee with respect to a modification, extension, waiver or amendment of any mortgage loan and/or related Serviced Companion Loan.

A “Workout Fee” will generally be payable with respect to each corrected loan and will be calculated at a rate of 1.00% of payments of principal and interest on the respective mortgage loan for so long as it remains a corrected loan, subject to a maximum of $1,000,000 in the aggregate with respect to any particular corrected loan. After receipt by the Special Servicer of Workout Fees with respect to a corrected loan in an amount equal to $25,000, any Workout Fees in excess of such amount will be reduced by the Excess Modification Fee Amount; provided that in the event the Workout Fee, collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer will be entitled to an amount from the final payment on the related corrected loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that corrected loan (including any related Serviced Companion Loan) to be $25,000.

The “Excess Modification Fee Amount” for any corrected loan is an amount equal to any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related Serviced Companion Loan) and received and retained by the Master Servicer or the Special Servicer, as applicable, as additional servicing compensation within the prior 12 months of the related modification, waiver, extension or amendment resulting

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

in the mortgage loan or REO loan being a corrected loan, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

A “Liquidation Fee” will generally be payable with respect to each specially serviced loan or REO property (except with respect to any non-serviced mortgage loan) as to which the Special Servicer obtains a full or partial recovery of the related asset). The Liquidation Fee for each specially serviced mortgage loan will be payable at a rate of 1.0% of the liquidation proceeds (exclusive of default interest) subject to a maximum of $1,000,000; provided, however, that no Liquidation Fee will be less than $25,000.

The Liquidation Fees will be reduced by the amount of any Excess Modification Fees received by the Special Servicer with respect to the related mortgage loan (including a Serviced Companion Loan) or REO property as additional compensation within the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

Similar fees to those described above will be payable to the applicable special servicer for the Non-Serviced Whole Loans under the related trust and servicing agreement or pooling and servicing agreement, as applicable.

Subject to certain limited exceptions, in connection with its duties under the Pooling and Servicing Agreement, the Special Servicer and its affiliates are prohibited from receiving or retaining any compensation (other than compensation specifically provided for under the Pooling and Servicing Agreement) from anyone in connection with the disposition, workout or foreclosure of any mortgage loan, the management or disposition of any REO property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement. In the event the Special Servicer does receive any such compensation, it will be required to disclose those fees to the Certificate Administrator who will include it as part of the statement to Certificateholders.

In addition, no Liquidation Fee will be payable to the Special Servicer if a mortgage loan or Serviced Whole Loan becomes a specially serviced loan only because of a maturity default and the related liquidation proceeds are received within 90 days following the related maturity date as a result of the related mortgage loan or Serviced Whole Loan being refinanced or otherwise repaid in full.

■                Deal Website:  

The Certificate Administrator will maintain a deal website to which certain persons will have access to certain information including, but not limited to the following, which will be posted:

                 special notices,

■                summaries of any final asset status reports,

■                appraisals in connection with Appraisal Reductions plus any second appraisals ordered,

                an “Investor Q&A Forum,”

■                a voluntary investor registry, and

■                SEC EDGAR filings.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 1 – GNL Industrial Portfolio

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 1 – GNL Industrial Portfolio

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio
Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO, Barclays, SGFC, KeyBank   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $78,400,000   Title: Fee
Cut-off Date Principal Balance(1): $78,400,000   Property Type – Subtype(7): Various – Various
% of IPB: 9.8%   Net Rentable Area (SF): 3,908,306
Loan Purpose: Refinance   Location(7): Various
Borrowers(2): Various   Year Built / Renovated(7): Various
Borrower Sponsor: Global Net Lease Operating Partnership, L.P.   Occupancy: 100.0%
Interest Rate: 5.74400%   Occupancy Date: 4/5/2024
Note Date: 4/5/2024   4th Most Recent NOI (As of)(8): NAV
Maturity Date: 4/6/2029   3rd Most Recent NOI (As of): $26,588,345 (12/31/2021)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $27,583,927 (12/31/2022)
Original Term: 60 months   Most Recent NOI (As of): $28,146,019 (12/31/2023)
Original Amortization Term: None   UW Economic Occupancy: 100.0%
Amortization Type: Interest Only   UW Revenues: $32,612,362
Call Protection(3): L(11),YM1(16),DorYM1(26),O(7)   UW Expenses: $2,698,321
Lockbox / Cash Management: Hard / Springing   UW NOI: $29,914,041
Additional Debt(1): Yes   UW NCF: $29,327,795
Additional Debt Balance(1): $158,600,000   Appraised Value / Per SF: $440,475,000 / $113
Additional Debt Type(1): Pari Passu   Appraisal Date(9): Various
         

 

Escrows and Reserves(4)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $61
Taxes: $376,843 $94,211(5) N/A   Maturity Date Loan / SF: $61
Insurance: $0 Springing N/A   Cut-off Date LTV: 53.8%
Replacement Reserves: $0 Springing N/A   Maturity Date LTV: 53.8%
TI/LC: $0 Springing N/A   UW NCF DSCR: 2.12x
Other(6): $1,634,412 $0 N/A   UW NOI Debt Yield: 12.6%
             

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan Amount $237,000,000 95.1 %   Loan Payoff $240,000,000 96.3 %
Borrower Sponsor Equity 12,312,601 4.9     Closing Costs(10) 7,301,346 2.9  
        Reserves 2,011,255 0.8  
Total Sources $249,312,601 100.0 %   Total Uses $249,312,601 100.0 %
(1)The GNL Industrial Portfolio Mortgage Loan (as defined below) is part of a whole loan evidenced by 17 pari passu promissory notes with an aggregate principal balance as of the Cut-off Date of $237,000,000 (the “GNL Industrial Portfolio Whole Loan”). The Financial Information presented above is based on the aggregate principal balance of the promissory notes comprising the GNL Industrial Portfolio Whole Loan.
(2)See “The Borrowers” below.
(3)The GNL Industrial Portfolio Whole Loan may be voluntarily prepaid in whole, but not in part, other than in connection with the release of an individual property, to cure a Debt Yield Trigger (as defined below) or to obtain the debt service coverage ratio (“DSCR”) threshold necessary for casualty/condemnation proceeds to be made available to the borrowers, at any time after April 5, 2025, (i) with the payment of a yield maintenance premium if such prepayment is made prior to October 6, 2028 or (ii) without the payment of a yield maintenance premium from and after October 6, 2028. The GNL Industrial Portfolio Whole Loan may be defeased in whole (but not in part, other than in connection with the release of an individual property pursuant to the GNL Industrial Portfolio Whole Loan documents) at any time after the earlier to occur of (i) April 5, 2027 and (ii) the date that is two years from the closing date of the securitization that includes the last pari passu note of the GNL Industrial Portfolio Whole Loan to be securitized. The assumed defeasance lockout period of 27 payments is based on the anticipated closing date of the BBCMS 2024-5C27 securitization in July 2024. The actual lockout period may be longer.
(4)See “Escrows and Reserves” below for further discussion of reserve information.
(5)The borrowers are required to deposit approximately $94,211 for five of the GNL Industrial Portfolio Properties (as defined below). With respect to the remaining 15 GNL Industrial Portfolio Properties, reserves for taxes are springing as discussed in “Tax Reserve” below.
(6)Other Reserves include Follet Replacement Work Fund (as defined below) of approximately $741,403, a free rent reserve of $553,119, a Cott Beverage Concrete Work Fund (as defined below) of $230,000 and an outstanding TI/LC reserve of $109,890.
(7)See “The Properties” below.
(8)Historical financials for 2020 are unavailable because the GNL Industrial Portfolio Properties were acquired by the borrower sponsor on various dates between 2014 and 2020.
(9)Appraisals are dated between February 28, 2024 and March 7, 2024.
(10)Closing Costs includes an interest rate buy-down fee of approximately $4,740,000.

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

The Loan. The GNL Industrial Portfolio mortgage loan (the GNL Industrial Portfolio Mortgage Loan”) is part of a whole loan evidenced by 17 pari passu promissory notes in the aggregate original principal amount of $237,000,000. The GNL Industrial Portfolio Mortgage Loan is evidenced by the non-controlling Note A-2, Note A-8, Note A-9, Note A-10, Note A-11, Note A-14 and Note A-16, which have an aggregate outstanding principal balance as of the Cut-off Date of $78,400,000. The GNL Industrial Portfolio Whole Loan was co-originated by Bank of Montreal (“BMO”), Société Générale Financial Corporation (“SGFC”), Barclays Capital Real Estate Inc. (“Barclays”) and KeyBank National Association (“KeyBank”). The GNL Industrial Portfolio Whole Loan is secured by the borrowers’ fee simple interest in 19 industrial properties and one office property (each, a “GNL Industrial Portfolio Property”, and collectively, the “GNL Industrial Portfolio Properties”). The GNL Industrial Portfolio Whole Loan has a five-year term that is interest-only for the full term and accrues interest at a rate of 5.74400% per annum on an Actual/360 basis.

The table below identifies the promissory notes that comprise the GNL Industrial Portfolio Whole Loan. The GNL Industrial Portfolio Whole Loan is currently serviced pursuant to the pooling and servicing agreement for the BMO 2024-5C4 securitization. The relationship between the holders of the GNL Industrial Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “The Pooling and Servicing Agreement” in the Preliminary Prospectus.

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $70,000,000 $70,000,000 BMO 2024-5C4 Yes
A-2 $15,000,000 $15,000,000 BBCMS 2024-5C27 No
A-3 $11,000,000 $11,000,000 Benchmark 2024-V7 No
A-4(1) $8,000,000 $8,000,000 BMO No
A-5(1) $2,650,000 $2,650,000 BMO No
A-6 $16,500,000 $16,500,000 Benchmark 2024-V7 No
A-7 $12,500,000 $12,500,000 Benchmark 2024-V7 No
A-8 $8,000,000 $8,000,000 BBCMS 2024-5C27 No
A-9 $6,400,000 $6,400,000 BBCMS 2024-5C27 No
A-10 $4,000,000 $4,000,000 BBCMS 2024-5C27 No
A-11 $15,000,000 $15,000,000 BBCMS 2024-5C27 No
A-12(1) $10,550,000 $10,550,000 SGFC No
A-13(1) $10,000,000 $10,000,000 SGFC No
A-14 $20,000,000 $20,000,000 BBCMS 2024-5C27 No
A-15(1) $12,000,000 $12,000,000 KeyBank No
A-16 $10,000,000 $10,000,000 BBCMS 2024-5C27 No
A-17(1) $5,400,000 $5,400,000 KeyBank No
Whole Loan $237,000,000 $237,000,000    
(1)Expected to be contributed to one or more future securitization trust(s).

 

The Properties. The GNL Industrial Portfolio Properties are comprised of 19 industrial properties and one office property totaling 3,908,306 square feet located across 12 states. Built between 1960 and 2018, the GNL Industrial Portfolio Properties range in size from 6,000 square feet to 997,022 square feet. Each individual GNL Industrial Portfolio Property is leased to a single tenant. 100% of the net rentable area at five of the GNL Industrial Portfolio Properties is leased to Sauer Brands, Inc. (“Sauer Brands”) under a master lease, and Sauer Brands leases one additional GNL Industrial Portfolio Property that is not part of the master lease. 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

The following table presents geographical information relating to the GNL Industrial Portfolio Properties:

GNL Industrial Portfolio Properties by State(1)
State Number of Properties Square Feet % of Total Square Feet
Michigan 3 1,556,829 39.8%
Illinois 1 486,868 12.5%
South Carolina 4 485,000 12.4%
Kansas 2 240,600 6.2%
Missouri 2 226,029 5.8%
Ohio 1 216,300 5.5%
Kentucky 1 138,487 3.5%
Florida 2 137,481 3.5%
Maryland 1 120,000 3.1%
Texas 1 109,000 2.8%
California 1 106,066 2.7%
Pennsylvania 1 85,646 2.2%
Total/Weighted Average  20 3,908,306  100.0%
(1)Based on the underwritten rent rolls dated April 5, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

The following table presents certain information relating to the GNL Industrial Portfolio Properties, which are presented in descending order of their allocated loan amounts:

 

GNL Industrial Portfolio Summary
Property Name City, State(1) Property Type – Subtype(1) Year Built /
Renovated (1)
SF(2) Occupancy(2) Allocated Whole Loan Cut-off Date Balance % of Allocated Whole Loan Cut-off Date Balance Appraised Value(1)(3)   % of UW Base Rent(2)
FCA USA - Detroit, MI Detroit, MI Industrial /
Warehouse/Distribution
2015 / 2017,
2020
997,022 100.0% $70,495,484 29.7% $130,900,000   29.0%
Grupo Antolin - Shelby
Township, MI
Shelby Township, MI Industrial / Manufacturing 2017 / NAP 359,807 100.0% 27,788,900 11.7 52,000,000   12.9
Follett School - McHenry,
IL
McHenry, IL Industrial /
Warehouse/Distribution
1996 / 2002 486,868 100.0% 20,249,276 8.5 37,600,000   7.5
Shaw Aero - Naples, FL Naples, FL Industrial /
Manufacturing/Flex
1999 / NAP 130,581 100.0% 11,578,708 4.9 21,500,000   3.8
Kuka - Sterling Heights,
MI
Sterling Heights, MI Industrial /
Warehouse/Distribution
2006 / NAP 200,000 100.0% 10,743,964 4.5 19,950,000   4.1
ZF Active Safety -
Findlay, OH
Findlay, OH Industrial /
Manufacturing/Warehouse
2018 / NAP 216,300 100.0% 10,474,692 4.4 19,450,000   5.8
CF Sauer - 184
Suburban
San Luis Obispo, CA Industrial / Manufacturing 1998 / NAP 106,066 100.0% 9,693,802 4.1 18,000,000   4.0
CF Sauer - 728 N Main
St.
Mauldin, SC Industrial /
Warehouse/Distribution
1970 / NAP 247,000 100.0% 9,639,948 4.1 17,900,000   4.2
Walgreens Boot Alliance
- Pittsburgh, PA
Pittsburgh, PA Industrial / Distribution/Flex 2015 / 2024 85,646 100.0% 8,643,640 3.6 16,050,000   3.6
Hannibal - Houston, TX Houston, TX Industrial /
Manufacturing/Distribution
1978 / 2016 109,000 100.0% 8,562,859 3.6 15,900,000   4.0
FedEx IV - Lexington, KY Lexington, KY Industrial /
Warehouse/Distribution
2006 / 2012 138,487 100.0% 7,916,605 3.3 14,700,000   2.9
VersaFlex - Kansas City,
KS
Kansas City, KS Industrial / Manufacturing 1977 / 1990 113,000 100.0% 7,243,424 3.1 13,450,000   2.6
Cott Beverage Inc -
Sikeston, MO
Sikeston, MO Industrial /
Warehouse/Distribution
2016 / NAP 170,000 100.0% 6,408,680 2.7 11,900,000   3.0
Dunlop Protective
Footwear - Havre De
Grace, MD
Havre de Grace, MD Industrial /
Warehouse/Distribution
2002 / NAP 120,000 100.0% 6,085,554 2.6 11,300,000   2.3
CSTK - St. Louis, MO St. Louis, MO Industrial / Warehouse 2015 / NAP 56,029 100.0% 6,031,699 2.5 11,200,000   3.4
CF Sauer - 39 S Park Dr. Mauldin, SC Industrial /
Warehouse/Distribution
1982 / NAP 152,000 100.0% 5,923,990 2.5 11,000,000   2.6
AM Castle - Wichita, KS Wichita, KS Industrial / Manufacturing 1976 / NAP 127,600 100.0% 5,708,572 2.4 10,600,000   2.8
CF Sauer - 9 Old Mill
Road
Mauldin, SC Industrial /
Warehouse/Distribution
1960 / 2004 80,000 100.0% 3,123,558 1.3 5,800,000   1.3
CF Sauer - 2447 Eunice
Avenue
Orlando, FL Industrial /
Warehouse/Distribution
1971 / NAP 6,900 100.0% 417,372 0.2 775,000   0.2
CF Sauer - 513 West
Butler Road
Mauldin, SC Office / Suburban 2000 / 2004 6,000 100.0% 269,273 0.1 500,000   0.1
Total/Weighted Average       3,908,306 100.0% $237,000,000 100.0% $440,475,000(3)   100.0%
(1)Information obtained from the appraisals.
(2)Based on the underwritten rent rolls dated April 5, 2024.
(3)The appraised value represents the aggregate of the “as-is” appraised values of the GNL Industrial Portfolio Properties, which results in a Cut-off Date LTV and Maturity Date LTV of 53.8%. The individual appraisal valuation dates are between February 28, 2024 and March 7, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

Environmental. According to the Phase I environmental assessments each dated in March 2024, there were no recognized environmental conditions at any GNL Industrial Portfolio Property. However, several controlled recognized environmental conditions were identified at each of the FCA USA - Detroit, MI, Kuka - Sterling Heights, MI, CSTK - St. Louis, MO and AM Castle - Wichita, KS mortgaged properties. See “Description of the Mortgage Pool—Environmental Conditions” in the Preliminary Prospectus.

The following table presents certain information relating to the historical and current occupancy of the GNL Industrial Portfolio Properties:

Historical and Current Occupancy(1)
2021 2022 2023 Current(2)
100.0% 100.0% 100.0% 100.0%
(1)As of December 31 for the indicated year.
(2)Based on the underwritten rent rolls dated April 5, 2024.

Major Tenants.

Fiat Chrysler Automobiles N.V. (“Fiat Chrysler”) (997,022 square feet; 25.5% of portfolio net rentable area (“NRA”); 29.0% of portfolio underwritten base rent). Fiat Chrysler was an Italian-American automobile company that is now a subsidiary of Stellantis N.V. (“Stellantis”). Stellantis was formed in a merger between Fiat Chrysler and Peugeot S.A. and features 14 automotive brands, conducts industrial operations in more than 30 countries and has customers in more than 130 markets. Fiat Chrysler occupies 997,022 square feet at the FCA USA – Detroit, MI mortgaged property with a lease expiration date of July 2, 2030, and two, five-year renewal options remaining. Fiat Chrysler does not have any termination options at any of the GNL Industrial Portfolio Properties.

Grupo Antolin (359,807 square feet; 9.2% of portfolio NRA; 12.9% of portfolio underwritten base rent). Grupo Antolin is a manufacturer in the development, design and manufacture of interior components for the automobile industry (overhead, doors, lighting and cockpits and consoles). Grupo Antolin has 22,000 employees and 120 factories worldwide, spanning 26 countries. Grupo Antolin occupies 359,807 square feet at the Grupo Antolin – Shelby Township, MI mortgaged property with a lease expiration date of October 31, 2032, and two, five-year renewal options remaining. Grupo Antolin has a one-time option to terminate its lease in April 2029 (138th month of the lease term) if it has not defaulted under the lease and gives the landlord written notice of such termination no later than the end of April 2028 (126th month of the lease term). If Grupo Antolin fails to meet the conditions to such earlier termination under the lease and/or fails to timely vacate its space, then its option to terminate the lease will be null and void and of no further effect, and the lease will remain in force. Under its lease, Grupo Antolin has the right to request that the borrower construct an addition to the building and the lender is required to permit the commencement of such construction if certain conditions set forth in the GNL Industrial Portfolio Whole Loan agreement, including customary REMIC requirements, are satisfied.  If there are seven or more years remaining on the lease term, including any exercised extension options, following the completion of such construction, the construction will be at the borrower’s cost.  In such case, the borrower will be required to deliver a letter of credit to the lender in an amount equal to 110% of the construction budget, and the failure to deliver such letter of credit will trigger recourse to the borrower and the non-recourse carveout guarantor, capped at the amount of the allocated loan amount for the related mortgaged property. Additionally, there is a loss carveout for any losses that the lender incurs due to any exercise by the tenant of its construction right under its lease from the date that the lender acquires the Grupo Antolin – Shelby Township, MI mortgaged property upon a foreclosure or action in lieu thereof until the lender sells or otherwise transfers title to the Grupo Antolin – Shelby Township, MI mortgaged property to an unaffiliated third party. In the event that there are seven or less years remaining in the lease term and the parties do not agree to extend the lease term, the tenant may elect to construct the addition at the tenant’s sole expense using plans, specifications and contractors approved by the borrower and the lender, with such approval not to be unreasonably withheld, conditioned or delayed. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additions to the Mortgaged Property” in the Preliminary Prospectus.

Sauer Brands (597,966 square feet; 15.3% of portfolio NRA; 12.3% of portfolio underwritten base rent). Sauer Brands is a cooking products business that makes extracts and other food products. Sauer Brands was founded in 1887 and is headquartered in Richmond, Virginia. Sauer Brands occupies 106,066 square feet at the CF Sauer - 184 Suburban mortgaged property, 247,000 square feet at the CF Sauer - 728 N Main St. mortgaged property, 152,000 square feet at the CF Sauer - 39 S Park Dr. mortgaged property, 80,000 square feet at the CF Sauer - 9 Old Mill Road mortgaged 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

900 square feet at the CF Sauer - 2447 Eunice Avenue mortgaged property and 6,000 square feet at the CF Sauer - 513 West Butler Road mortgaged property. Sauer Brands leases 100% of the NRA at five of the GNL Industrial Portfolio Properties under a master lease and one GNL Industrial Portfolio Property that is not covered under the master lease. Both the master lease and the individual lease have an expiration date of July 31, 2039, with two, five-year renewal options remaining and the master lease requires that all properties governed by it are to be renewed if the renewal option is exercised. Sauer Brands does not have any termination options at any of the GNL Industrial Portfolio Properties.

The following table presents certain information relating to the tenants at the GNL Industrial Portfolio Properties:

Tenant Summary(1)

Tenant

Ratings
Moody’s/S&P/Fitch(2)

Net Rentable Area (SF)

% of
Total NRA

UW
Base Rent PSF


UW
Base Rent

% of Total
UW Base Rent

Lease
Exp. Date

Renewal Options

Fiat Chrysler Baa2 / BBB / BBB+ 997,022 25.5 % $8.54 $8,513,498 29.0 % 7/02/2030 2 x 5 years
Grupo Antolin(3) B3 / B- / NR 359,807 9.2   $10.57 3,802,404 12.9   10/31/2032 2 x 5 years
Sauer Brands(4) NR / NR / NR 597,966 15.3   $6.05 3,615,710 12.3   7/31/2039 2 x 5 years
Follett School Solutions NR / NR / NR 486,868 12.5   $4.54 2,212,474 7.5   12/31/2029 1 x 5 years
ZF Active Safety(5) Ba1 / BB+ / NR 216,300 5.5   $7.91 1,711,423 5.8   10/31/2033 2 x 5 years
KUKA Systems NR / BBB+ / NR 200,000 5.1   $6.00 1,200,000 4.1   6/30/2034 1 x 5 years
Hannibal Industries Baa1 / A- / A- 109,000 2.8   $10.89 1,186,508 4.0   9/30/2029 2 x 5 years
Shaw Aero Devices Baa1 / BBB+ / BBB+ 130,581 3.3   $8.49 1,108,751 3.8   12/31/2032 2 x 5 years
Walgreens Ba2 / BBB- / NR 85,646 2.2   $12.26 1,050,038 3.6   11/30/2030 3 x 5 years
Central States Thermo King NR / NR / NR 56,029 1.4   $17.72 992,862 3.4   3/25/2030 2 x 5 years
Cott Beverages NR / NR / NR 170,000 4.3   $5.10 867,512 3.0   1/31/2027 4 x 5 years
FedEx Ground Baa2 / BBB / NR 138,487 3.5   $6.18 855,554 2.9   4/30/2032 2 x 5 years
A.M. Castle & Co(6) NR / NR / NR 127,600 3.3   $6.36 811,272 2.8   10/31/2029 2 x 5 years
VersaFlex A3 / BBB+ / BBB+ 113,000 2.9   $6.85 774,000 2.6   12/31/2038 4 x 5 years
Dunlop Protective Footwear NR / NR / NR 120,000 3.1   $5.68 681,932 2.3   1/17/2031 3 x 5 years
Total Occupied     3,908,306 100.0 % $7.52 $29,383,938 100.0 %    
Vacant Space    0 0.0            
Totals/ Wtd. Avg.     3,908,306 100.0 %          
(1)Based on the underwritten rent rolls dated April 5, 2024 and includes rent steps through April 1, 2025.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)Grupo Antolin has a one-time option to terminate its lease in April 2029 (138th month of the lease term) if it has not defaulted under the lease, by giving the landlord written notice of such termination no later than the end of April 2028 (126th month of the lease term). If Grupo Antolin fails to meet the conditions to such earlier termination under the lease and/or fails to timely vacate, then its option to terminate the lease will be null and void and of no further effect, and the lease will remain in force. Under the lease, Grupo Antolin has the right to request that the borrower construct an addition to the building pursuant to the terms of the lease. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additions to the Mortgaged Property” in the Preliminary Prospectus.
(4)Sauer Brands leases 100% of the net rentable area at five of the GNL Industrial Portfolio Properties under a master lease. Sauer Brands leases one additional GNL Industrial Portfolio Property that is not covered under the master lease. Both leases offer two, five-year renewal options and the master lease requires that all properties governed by it are to be renewed if the renewal option is exercised.
(5)ZF Active Safety may terminate its lease as of the last day of September 2028 (120th month of the term) (the “ZF Active Safety Early Termination Date”). To exercise such early termination right, ZF Active Safety must (a) deliver written notice to the landlord that ZF Active Safety desires to terminate its lease at least 12 months prior to the ZF Active Safety Early Termination Date; and (b) pay the landlord a payment equal to the net present value of all remaining rent for the remainder of the initial term calculated using an interest rate of 5% concurrently with delivery of such notice.
(6)A.M. Castle & Co may terminate its lease as the end of October 2024 (10th lease year) (the “A.M. Castle & Co Early Termination Date”). To exercise such early termination right, A.M. Castle & Co must (a) deliver written notice to the landlord of its desire to terminate its lease at least 180 days prior to the A.M. Castle & Co Early Termination Date; and (b) pay the landlord $1,622,544.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

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

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant NAP 0 0.0 % NAP NA P 0 0.0%  NAP NAP
2024 & MTM 0 0 0.0   $0 0.0 % 0 0.0% $0 0.0%
2025 0 0 0.0   0 0.0   0 0.0% $0 0.0%
2026 0 0 0.0   0 0.0   0 0.0% $0 0.0%
2027 1 170,000 4.3   867,512 3.0   170,000 4.3% $867,512  3.0%
2028 0 0 0.0   0 0.0   170,000 4.3% $867,512  3.0%
2029 3 723,468 18.5   4,210,254 14.3   893,468 22.9% $5,077,766 17.3%
2030 3 1,138,697 29.1   10,556,397 35.9   2,032,165 52.0% $15,634,164 53.2%
2031 1 120,000 3.1   681,932 2.3   2,152,165 55.1% $16,316,096 55.5%
2032 3 628,875 16.1   5,766,710 19.6   2,781,040 71.2% $22,082,805 75.2%
2033 1 216,300 5.5   1,711,423 5.8   2,997,340 76.7% $23,794,228 81.0%
2034 1 200,000 5.1   1,200,000 4.1   3,197,340 81.8% $24,994,228 85.1%
2035 & Beyond 3(3) 710,966 18.2   4,389,710 14.9   3,908,306 100.0% $29,383,938 100.0%
Total 16(3) 3,908,306 100.0 % $29,383,938 100.0 %        
(1)Based on the underwritten rent rolls dated April 5, 2024 and includes rent steps through April 1, 2025.
(2)Certain tenants may have lease termination options that are not reflected in the Lease Rollover Schedule.
(3)Sauer Brands leases 100% of the net rentable area at five of the GNL Industrial Portfolio Properties under a master lease. Sauer Brands leases one additional GNL Industrial Portfolio Property that is not covered under the master lease. Both leases offer two, five-year renewal options and the master lease requires that all properties governed by it are to be renewed if the renewal option is exercised.

 

The following table presents certain information relating to the operating history and underwritten cash flows of the GNL Industrial Portfolio Properties:

Operating History and Underwritten Net Cash Flow(1)

 

  2021 2022 2023 Underwritten Per Square Foot %(2)
Base Rent $26,802,840 $27,593,953 $28,172,655 $28,646,464 $7.33 87.8 %
Rent Steps(3) 0 0 0 737,474 0.19 2.3  
Straight-Line Rent 0 0 0 924,060 0.24 2.8  
Total Reimbursements(4) 1,137,641 2,395,564 1,911,018 2,304,364 0.59 7.1  
Gross Potential Rent $27,940,480 $29,989,517 $30,083,673 $32,612,362 $8.34 100.0 %
(Vacancy/Credit Loss) 0 0 0 0 0.00 (0.0 )
Effective Gross Income $27,940,480 $29,989,517 $30,083,673 $32,612,362 $8.34 100.0 %
Total Expenses $1,352,135 $2,405,590 $1,937,654 $2,698,321 $0.69 8.3 %
Net Operating Income $26,588,345 $27,583,927 $28,146,019 $29,914,041 $7.65 91.7 %
Capital Expenditures 0 0 0 586,246 0.15 1.8  
TI/LC 0 0 0 0 0.00 0.0  
Net Cash Flow $26,588,345 $27,583,927 $28,146,019 $29,327,795 $7.50 89.9 %
(1)     Based on the underwritten rent rolls dated as of April 5, 2024.
(2)     % column represents percent of Gross Potential Rent for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)     Represents contractual rent steps through April 1, 2025.
(4)     Reimbursements include tax recoveries, insurance recoveries, operating expense recoveries, management fee recoveries and triple-net recovery offset.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

The Market. The following table presents certain market information relating to the GNL Industrial Portfolio Properties:

Market Area Summary(1)
Property Concluded Market Rent PSF Market Submarket Submarket Inventory (SF)(2) Submarket Vacancy(2) Submarket NNN Rent PSF(2)
FCA USA – Detroit, MI $8.25 Detroit Detroit East 44,415,145 6.0% $6.76
Grupo Antolin – Shelby Township, MI $8.50 Detroit Groesbeck North 33,592,703 2.4% $8.94
Follett School – McHenry, IL $5.25 Chicago McHenry County 9,459,112 8.1% $6.10
Shaw Aero – Naples, FL $10.00 Naples Naples 1,570,498 3.3% $16.97
Kuka – Sterling Heights, MI $6.50 Detroit W of Van Dyke/Macomb 64,273,233 1.1% $9.27
ZF Active Safety – Findlay, OH $6.00 US Industrial Northwest Ohio 36,189,339 0.6% $3.81
CF Sauer – 184 Suburban $10.80 San Luis Obispo South San Luis Obispo 3,900,000 3.9% $17.87
CF Sauer – 728 N Main St. $4.85 Greenville-Spartanburg I-85/Wenwood/ICAR 10,405,749 6.7% $4.32
Walgreens Boot Alliance – Pittsburgh, PA $12.00 Pittsburgh Parkway West Corridor 11,152,677 11.2% $9.77
Hannibal – Houston, TX $10.67 Houston Northwest-Far 88,750,582 8.0% $7.39
FedEx IV – Lexington, KY $6.00 Lexington West Lexington/Fayette 19,182,000 7.2% $9.16
VersaFlex – Kansas City, KS $5.75 Kansas City Wyandotte 36,022,386 2.7% $4.35
Cott Beverage Inc – Sikeston, MO $5.00 Sikeston Scott & New Madrid Counties 5,600,000 4.6% $4.96
Dunlop Protective Footwear – Havre De Grace, MD $6.50 I-95 North Corridor Harford 24,895,364 0.7% N/A
CSTK – St. Louis, MO $16.00 St. Louis St Louis City North 227,100,000 3.1% $6.61
CF Sauer – 39 S Park Dr. $4.85 Greenville-Spartanburg I-85/Wenwood/ICAR 10,405,749 6.7% $4.32
AM Castle – Wichita, KS $5.75 Wichita Southeast 5,573,557 6.8% $5.92
CF Sauer – 9 Old Mill Road $5.00 Greenville-Spartanburg I-85/Wenwood/ICAR 11,530,765 6.5% $7.20
CF Sauer – 2447 Eunice Avenue $11.00 Orlando Princeton/Silver Star 22,373,308 2.9%(3) $10.84(3)
CF Sauer - 513 West Butler Road $12.00 Mauldin Mauldin/Fountain 1,424,482 2.1% $22.10
(1)Information obtained from the appraisals, unless otherwise indicated.
(2)Submarket Inventory, Submarket Vacancy and Submarket Rent PSF represent the trailing 12-month period as of either the third quarter of 2023, the fourth quarter of 2023 or the first quarter of 2024.
(3)Based on the Orlando market because Princeton/Silver Star submarket data was not available.

The Borrowers. The borrowers for the GNL Industrial Portfolio Whole Loan are ARG CFSRSLB001, LLC, ARC SANPLFL001, LLC, ARC FSMCHIL001, LLC, ARC AMWCHKS001, LLC, ARG VFKCYKS001, LLC, ARC FELEXKY001, LLC, ARC OGHDGMD001, LLC, ARC KUSTHMI001, LLC, ARG FCDETMI001, LLC, ARG GASTNMI001, LLC, ARG CBSKSMO001, LLC, ARG CSSTLMO001, LLC, ARG ZFFINOH001, LLC, ARG WGPTBPA001, LLC, ARG CFSRSLB002, LLC and ARC HLHSNTX001, LLC, each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the GNL Industrial Portfolio Whole Loan.

The Borrower Sponsor. The borrower sponsor is Global Net Lease Operating Partnership, L.P. (“GNL”), a publicly traded real estate investment trust listed on the NYSE focused on acquiring a global portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single-tenant, mission-critical income-producing net-leased assets across the United States, Western and Northern Europe, and necessity retail assets in strategic locations. GNL owns over 1,300 properties, encompassing over 66 million square feet in 11 countries. GNL is the guarantor of certain non-recourse carveout liabilities under the GNL Industrial Portfolio Whole Loan.

Property Management. The GNL Industrial Portfolio Properties are currently managed by Global Net Lease Properties, LLC, a Delaware limited liability company, an affiliate of the borrower sponsor.

Escrows and Reserves. At origination of the GNL Industrial Portfolio Whole Loan, the borrowers deposited (i) approximately $376,843 for the tax reserve, (ii) $109,890 for the outstanding TI/LC reserve fund, (iii) $553,119 for the free rent reserve, (iv) $230,000 for the cost of certain concrete repairs and replacement required in connection with the Cott Beverage Inc - Sikeston, MO mortgaged property (the “Cott Beverage Concrete Work Fund”) and (v) approximately $741,403 for the replacement costs in connection with the Follett School - McHenry, IL mortgaged property (the “Follet Replacement Work Fund”).

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

Tax Reserve – The borrowers are required to deposit into a real estate tax reserve, on a monthly basis, 1/12th of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (currently equal to approximately $94,211 for five of the GNL Industrial Portfolio Properties). The borrowers are not required to make monthly tax deposits for an individual property if (i) no event of default has occurred and is continuing, (ii) such individual property is leased to a single tenant, (iii) the tenant at such individual property occupies one or more entire tax parcels and is required to pay all taxes and other charges due with respect to the individual property directly to the applicable taxing authorities, and actually does pay such taxes and other charges, (iv) the borrowers provide the lender satisfactory evidence of payment of taxes prior to the date such taxes become delinquent, (v) the lease at such individual property is in full force and effect and there is no default under such lease and (vi) no Cash Sweep Period (as defined below) is in effect.

Insurance Reserve – The borrowers are required to escrow 1/12th of the annual estimated insurance payments on a monthly basis. The borrowers are not required to make monthly deposits to the insurance reserve for an individual property if (a) the borrowers maintain blanket policies of insurance in accordance with the GNL Industrial Portfolio Whole Loan documents unless the lender elects to require such deposits in accordance with the GNL Industrial Portfolio Whole Loan documents or (b) the following conditions are satisfied: (i) no event of default has occurred and is continuing, (ii) such individual property is leased to a single tenant, (iii) the tenant is required to maintain insurance for the individual property that complies with the GNL Industrial Portfolio Whole Loan documents pursuant to its lease, and is in fact maintaining such insurance, (iv) the borrowers provide satisfactory evidence to the lender that all insurance premiums with regard to the required insurance have been paid no later than 30 days prior to the expiration of such insurance, (v) the lease at such individual property is in full force and effect and there is no default thereunder and (vi) no Cash Sweep Period is in effect.

Replacement Reserve – During the continuance of a Cash Sweep Period, the borrowers are required to deposit into an account for repairs and replacements (the “Replacement Reserve”), on a monthly basis, an amount equal to 1/12th of $0.15 multiplied by the total number of rentable square feet. In the event of a partial release, the monthly deposit will be reduced by an amount equal to 1/12th of the product obtained by multiplying $0.15 by the total number of rentable square feet of the individual mortgaged property that is subject of such partial release.

TI / LC Reserve – During a Cash Sweep Period, the borrowers are required to deposit into a reserve for tenant improvements and leasing commissions (the “Rollover Reserve”), on a monthly basis, an amount equal to 1/12th of $0.25 multiplied by the total number of rentable square feet. In the event of a partial release, the monthly deposit will be reduced by an amount equal to 1/12th of the product obtained by multiplying $0.25 by the total number of rentable square feet of the individual mortgaged property that is subject of such partial release.

Lockbox / Cash Management. The GNL Industrial Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The borrowers and the property manager, as applicable, are required to cause all rents to be deposited directly into a lender-controlled lockbox account. All revenues received by the borrowers or property manager, as applicable, are required to be deposited in the lockbox account within one business day of receipt. During the continuance of a Cash Sweep Period, all funds on deposit in the lockbox account are required to be swept on each business day into a lender-controlled cash management account and applied on each payment date and disbursed in accordance with the GNL Industrial Portfolio Whole Loan documents.

A “Cash Sweep Period” means a period (A) commencing on the occurrence of either (i) an event of default or (ii) a Debt Yield Trigger Event (as defined below), and (B) ending upon, with respect to (a) clause (i) above, a cure of the event of default (subject to the lender accepting such cure in accordance with the GNL Industrial Portfolio Whole Loan documents) or (b) a Debt Yield Trigger Event (x) the occurrence of a Debt Yield Cure (as defined below), (y) the delivery of a Debt Yield Cure - Letter of Credit (as defined below) or (z) the borrowers’ completion of a Debt Yield Cure - Partial Prepayment (as defined below).

A “Debt Yield Trigger Event” means either (a) the debt yield being less than 9.0% for two consecutive calendar quarters based on a trailing 12-month period or (b) if the borrowers previously cured or prevented a Debt Yield Trigger Event by depositing a Debt Yield Cure - Letter of Credit with the lender, the expiration of the three-month period that commenced on the date that the borrowers delivered such Debt Yield Cure - Letter of Credit to the lender; provided, however, that a Debt Yield Trigger Event will not be deemed to have occurred if, within five business days of the date described in clause (a) or (b) of this definition, the borrowers deposit with the lender the applicable Debt Yield Cure - Letter of Credit or completes the applicable Debt Yield Cure - Partial Prepayment.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

A “Debt Yield Cure” means the debt yield being greater than or equal to 9.0% for two consecutive calendar quarters based on a trailing 12-month period.

A “Debt Yield Cure - Letter of Credit” means a letter of credit in an amount equal to the excess cash flow that would have been swept in the three-month period immediately preceding the applicable date of determination if a Cash Sweep Period had been in effect during such time, as reasonably determined by the lender. Each Debt Yield Cure - Letter of Credit will be effective for a period of three-months and the borrowers may continue to prevent subsequent Debt Yield Trigger Events after each three-month period by depositing with the lender an additional Debt Yield Cure - Letter of Credit on, or prior to, the expiration of each such three-month period. The Debt Yield Cure - Letter of Credit and all proceeds thereof will be deemed part of the reserve funds and will be held in escrow by the lender. The borrowers will pay all costs associated with the initial issuance, any modification or re-issuance of the Debt Yield Cure - Letter of Credit in connection with any transfer of the GNL Industrial Portfolio Whole Loan by the lender, in connection with any securitization or otherwise. Upon such transfer, the lender is released from all liability in respect of the Debt Yield Cure - Letter of Credit, and the borrowers will look solely to the transferee with respect to all matters relating to the Debt Yield Cure - Letter of Credit. In the event that a Debt Yield Cure occurs during a period wherein the lender is in possession of the Debt Yield Cure - Letter of Credit, or proceeds therefrom, the lender will promptly return the Debt Yield Cure - Letter of Credit, or proceeds therefrom, to the borrowers.

A “Debt Yield Cure – Partial Prepayment” means a partial prepayment of the GNL Industrial Portfolio Whole Loan in an amount, including any required yield maintenance premium, which results in a reduction of the then-outstanding principal balance of the GNL Industrial Portfolio Whole Loan sufficient to achieve a debt yield equal to or greater than 9.0% for the trailing 12-month period immediately preceding the date of determination.

Subordinate Debt and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not permitted.

Partial Release. On any payment date following (a) April 5, 2025, with payment of a yield maintenance premium, or (b) the earlier of (I) two years following the last pari passu note of the GNL Industrial Portfolio Whole Loan to be securitized or (II) April 5, 2027, with a partial defeasance, the borrowers may obtain the release of any GNL Industrial Portfolio Property with 15 days’ notice if the following conditions, among others, are met: (i) no event of default has occurred and is continuing; (ii) the borrowers pay all costs and provide customary documentation as described in the GNL Industrial Portfolio Whole Loan documents; (iii) as of the date of consummation of the partial release, (A) the DSCR with respect to the remaining individual GNL Industrial Portfolio Properties, as determined in accordance with the terms of the GNL Industrial Portfolio Whole Loan documents, is no less than 2.12x (i.e., the DSCR as of the origination date) or (B) if the released GNL Industrial Portfolio Property is a Distressed Property (as defined below), then such DSCR with respect to the remaining individual GNL Industrial Portfolio Properties is no less than 1.80x, provided, however, that the borrowers will have the right to satisfy the foregoing applicable test by prepaying an additional portion of the GNL Industrial Portfolio Whole Loan in accordance with the GNL Industrial Portfolio Whole Loan documents; (iv) as of the date of consummation of the partial release, (A) the debt yield with respect to the remaining individual GNL Industrial Portfolio Properties, as determined in accordance with the terms of the GNL Industrial Portfolio Whole Loan agreement, will be no less than 12.63% (i.e., the debt yield as of the origination date) or (B) if the released GNL Industrial Portfolio Property is a Distressed Property, then such debt yield with respect to the remaining individual GNL Industrial Portfolio Properties is no less than 10.75%, provided, however, that the borrowers will have the right to satisfy the foregoing applicable test by prepaying an additional portion of the GNL Industrial Portfolio Whole Loan in accordance with the GNL Industrial Portfolio Whole Loan documents; (v) payment of the release amount for such individual GNL Industrial Portfolio Property equal to (A) 130% of the allocated loan amount if such GNL Industrial Portfolio Property is a Distressed Property or (B) 115% of the allocated loan amount for all other individual GNL Industrial Portfolio Properties, including any applicable yield maintenance premium; and (vi) satisfaction of customary REMIC requirements. If the related borrower effectuates a partial release of the CF Sauer – 9 Old Mill Road mortgaged property while the CF Sauer – 728 N Main St. mortgaged property remains subject to the lien of the security instrument, then as a condition to the partial release of the CF Sauer – 9 Old Mill Road mortgaged property, such borrower is required to enter into, and record, a reciprocal easement agreement that grants ingress and egress rights and easements for parking and access that provide the CF Sauer – 728 N Main St. mortgaged property with ingress, egress, parking and access comparable to that existing as of the origination 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 1 – GNL Industrial Portfolio

A “Distressed Property” means an individual property, which as of the proposed partial release date for such property, and as reasonably determined by the lender, (i) is vacant and/or (ii) the tenant is not paying rent in violation of the applicable lease.

Ground Lease. None.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio
Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset / Portfolio: Portfolio
Original Principal Balance: $44,000,000   Title: Fee
Cut-off Date Principal Balance: $44,000,000   Property Type Subtype: Multifamily – Student Housing
% of IPB: 5.5%   Net Rentable Area (Beds): 524
Loan Purpose: Refinance   Location: East Lansing, MI
Borrower: Champion MSU, LLC   Year Built / Renovated: Various / 2023
Borrower Sponsors: Robert Champion, Garrett Champion and Parker Champion   Occupancy: 98.3%
Interest Rate: 6.74300%   Occupancy Date: 5/15/2024
Note Date: 5/23/2024   4th Most Recent NOI (As of)(3): NAV
Maturity Date: 6/6/2029   3rd Most Recent NOI (As of)(3): NAV
Interest-only Period: 60 months   2nd Most Recent NOI (As of)(3): $3,348,828 (T-7 2/28/2024 Annualized)
Original Term: 60 months   Most Recent NOI (As of)(3): $3,343,864 (T-1 2/28/2024 Annualized)
Original Amortization Term: None   UW Economic Occupancy: 95.0%
Amortization Type: Interest Only   UW Revenues: $6,232,750
Call Protection: L(25),D(28),O(7)   UW Expenses: $2,252,738
Lockbox / Cash Management: Springing   UW NOI: $3,980,011
Additional Debt: No   UW NCF: $3,904,031
Additional Debt Balance: N/A   Appraised Value / Per Bed(4): $65,000,000 / $124,046
Additional Debt Type: N/A   Appraisal Date: 12/5/2023
         

 

Escrows and Reserves(1)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Bed: $83,969
Taxes: $284,532 $56,906 N/A   Maturity Date Loan / Bed: $83,969
Insurance: $172,428 $15,675 N/A   Cut-off Date LTV(4): 67.7%
Replacement Reserves: $0 $6,332 $151,960   Maturity Date LTV(4): 67.7%
TI/LC: $0 $0 N/A   UW NCF DSCR: 1.30x
Engineering: $107,569 $0 N/A   UW NOI Debt Yield: 9.0%
Other Reserves(2): $2,400,000 $0 N/A      
             

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $44,000,000 99.8 %   Loan Payoff $38,993,757 88.4 %
Sponsor Equity $100,870 0.2     Upfront Reserves(2) 2,964,529 6.7  
          Closing Costs(5) 2,142,585 4.9  
               
Total Sources $44,100,870 100.0 %   Total Uses $44,100,870 100.0 %
(1)See “Escrows and Reserves” below.
(2)As of the origination date, the Champion MSU Student Housing Portfolio Properties (as defined below) were 72% pre-leased for the 2024-25 school year. Other Reserves consist of a Holdback Reserve of $2,400,000. The borrower will have the right to obtain disbursements of all or a portion of the Holdback Reserve as described below under “Escrows and Reserves—Holdback Reserve Release Conditions.”
(3)The Champion MSU Student Housing Portfolio Properties were closed for renovations during the 2022-23 school year, and post-renovation operations began in August of 2023, coinciding with the start of the 2023-24 school year.
(4)Represents the “As Portfolio” value, which includes a portfolio premium of $2,000,000. Based on the aggregate “As Is” appraised values of the Champion MSU Student Housing Portfolio Properties of $63,000,000, the Cut-off Date LTV and Maturity Date LTV would be 69.8%.
(5)Inclusive of a rate buydown of $1,540,000 (3.5% of loan proceeds).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

The Loan. The Champion MSU Student Housing Portfolio mortgage loan (the “Champion MSU Student Housing Portfolio Mortgage Loan”) is secured by the borrower’s fee simple interest in a six-property, 524 bed, student housing portfolio located in East Lansing, Michigan (the “Champion MSU Student Housing Portfolio Properties”). The Champion MSU Student Housing Portfolio Mortgage Loan accrues interest at a fixed rate of 6.74300% per annum. The Champion MSU Student Housing Portfolio Mortgage Loan has a remaining term of 59 months as of the Cut-off Date, is interest-only for the full term and accrues interest on an Actual/360 basis.

The Properties. The Champion MSU Student Housing Portfolio Properties consists of six student housing properties, 731 Burcham Drive, 745 Burcham Drive, 129 Burcham Drive, 767 Burcham Drive, 787 Burcham Drive and 635 Abbot Road. All six of the properties serve Michigan State University (“MSU”). The Champion MSU Student Housing Portfolio Properties are currently 98.3% leased including 2 model units, one at 731 Burcham Drive and one at 635 Abbot Road. The Champion MSU Student Housing Portfolio has an As-Portfolio value of $65,000,000 as of December 5, 2023 and an aggregate As-Is Appraised value of $63,000,000. The Champion MSU Student Housing Portfolio Properties underwent an approximately $10.9 million renovation that was finalized in 2024. In-unit renovations include stone countertops, new cabinet faces, new plumbing and electrical fixtures, vinyl wood plank flooring throughout and TVs with Sonos soundbars. The renovations included approximately $9.80 million for in-unit renovations and $1.06 million for common area renovations.

The Champion MSU Student Housing Portfolio’s properties are located within 0.58 miles of the MSU campus offering pedestrian and bicycle access to campus. In addition, residents have the option to take a university operated bus system to campus that has stops within a block of each mortgaged property. Total enrollment at MSU in the fall of 2023 consisted of 51,316 students. There were 58,879 applications for the 2023 MSU entering class, a 6.0% increase from the prior year. MSU is one of the largest universities in the United States (in terms of enrollment) and has approximately 634,300 living alumni worldwide.

The following table presents certain information relating to the Champion MSU Student Housing Portfolio Properties:

Portfolio Summary
Property Name City, State Year Built / Renovated(1) Beds(2) Occupancy(2) Allocated Whole Loan Cut-off Date Balance % of Allocated Whole Loan Cut-off Date Balance Appraised Value(3)
731 Burcham Drive East Lansing, MI 1967/2023 140 96.4% 11,873,000 27.0% 17,000,000
745 Burcham Drive East Lansing, MI 1964/2023 124 99.2% 11,663,500 26.5% 16,700,000
635 Abbot Road East Lansing, MI 1966/2023 125 97.6% 9,708,000 22.1% 13,900,000
129 Burcham Drive East Lansing, MI 1964/2023 12 100.0% 1,396,800 3.2% 2,000,000
767 Burcham Drive East Lansing, MI 2008/2023 90 100.0% 6,914,300 15.7% 9,900,000
787 Burcham Drive East Lansing, MI 1969/2023 33 100.0% 2,444,400 5.6% 3,500,000
Total / Wtd. Avg.     524 98.3% $44,000,000 100.0% $65,000,000(4)
(1)Year Built/Renovated shows earliest year built and latest years renovated.
(2)Based on the borrower rent rolls dated May 15, 2024.
(3)Source: Appraisals.
(4)Represents the As Portfolio appraised value of the Champion MSU Student Housing Portfolio inclusive of a portfolio premium of $2,000,000.

The following table presents certain information with respect to the historical and current occupancy of Champion MSU Student Housing Portfolio Property:

Historical and Current Occupancy
2021(1) 2022(1) 2023(1) Current(2)(3)
NAV NAV NAV 98.3%

(1) The Champion MSU Student Housing Portfolio Properties were closed for renovations during the 2022-23 school year, and post-renovation operations officially began in August of 2023, coinciding with the start of the 2023-24 school year.

(2) Current Occupancy is as of May 15, 2024.

731 Burcham Drive. 731 Burcham Drive (the “731 Burcham Drive Property”) is a student housing development located at 731 Burcham Drive, East Lansing, Michigan. The 731 Burcham Drive Property was built in 1967 and was most recently renovated in 2023. The 731 Burcham Drive Property is a 140-bed, 61,440 square foot building on 2.59 acres of land. 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

731 Burcham Drive Property includes five multifamily buildings. Within the past year the 731 Burcham Drive Property has undergone renovations consisting of new wood laminate flooring throughout, stainless steel kitchen appliances and upgraded surface counters and cabinetry in the kitchen and bathrooms.

The following table presents certain information relating to the unit mix at the 731 Burcham Drive Property:

Unit Mix(1)  
Unit Type # of Beds % of Total Units Occupancy Average Monthly Rent Per Bed Average Market Rent Per Bed(2)
1BR/1BA 31 22.1% 100.0% $1,058 $1,251
2BR/1BA 106 75.7% 95.3% $714 $888
3BR/2BA 3 2.1% 100.0% $650 $944
Total / Wtd. Avg. 140 100.0% 96.4% $792 $970
  (1) Based on the borrower rent roll dated May 15, 2024.
  (2) Source: Appraisal.

745 Burcham Drive. 745 Burcham Drive (the “745 Burcham Drive Property”) is a student housing development located at 745 Burcham Drive, East Lansing, Michigan. The 745 Burcham Drive Property was built in 1964 and was most recently renovated in 2023. The 745 Burcham Drive Property is a 124-bed, 62,720 square foot building on 2.39 acres of land. The 745 Burcham Drive Property includes five multifamily buildings. Within the past year the 745 Burcham Drive Property has undergone renovations consisting of new wood laminate flooring throughout, stainless steel kitchen appliances and upgraded surface counters and cabinetry in the kitchen and bathrooms.

The following table presents certain information relating to the unit mix at the 745 Burcham Drive Property:

Unit Mix(1)  
Unit Type # of Beds % of Total Units Occupancy Average Monthly Rent Per Bed Average Market Rent Per Bed(2)
Studio 12 9.7% 100.0% $973 $1,163
1BR/1BA 48 38.7% 100.0% $1,053 $1,193
2BR/1BA 64 51.6% 98.4% $709 $921
Total / Wtd. Avg. 124 100.0% 99.2% $869 $1,050
(1)Based on the borrower rent roll dated May 15, 2024.
(2)Source: Appraisal.

 

635 Abbot Road. 635 Abbot Road (the “635 Abbot Road Property”) is a student housing development known as Victory on Abbot, located at 635 Abbot Road, East Lansing, Michigan. The 635 Abbot Road Property was built in 1966 and was most recently renovated in 2023. The 635 Abbot Road Property is a 125-bed, 42,774 square foot building on 1.63 acres of land. The 635 Abbot Road Property includes one multifamily building. Within the past year the 635 Abbot Road Property has undergone renovations consisting of new wood laminate flooring throughout, stainless steel kitchen appliances and upgraded surface counters and cabinetry in the kitchen and bathrooms.

 

The following table presents certain information relating to the unit mix at the 635 Abbot Road Property:

Unit Mix(1)  
Unit Type # of Beds % of Total Units Occupancy Average Monthly Rent Per Bed Average Market Rent Per Bed(2)
1BR/1BA 3 2.4% 100.0% $1,100 $1,346
2BR/1BA 122 97.6% 97.5% $717 $907
Total / Wtd. Avg. 125 100.0% 97.6% $726 $918
(1)Based on the borrower rent roll dated May 15, 2024.
(2)Source: Appraisal.

 

129 Burcham Drive. 129 Burcham Drive (the “129 Burcham Drive Property”) is a student housing development known as Victory Studios, located at 129 Burcham Drive, East Lansing, Michigan. The 129 Burcham Drive Property was built in 1964 and was most recently renovated in 2023. The 129 Burcham Drive Property is a 12-bed, 5,568 square foot building on 0.20 acres of land. The 129 Burcham Drive Property includes one multifamily building. Within the past year the 129

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

Burcham Drive Property has undergone renovations consisting of new wood laminate flooring throughout, stainless steel kitchen appliances and upgraded surface counters and cabinetry in the kitchen and bathrooms.

The following table presents certain information relating to the unit mix at the 129 Burcham Drive Property:

Unit Mix(1)  
Unit Type # of Beds % of Total Units Occupancy Average Monthly Rent Per Bed Average Market Rent Per Bed(2)
Studio 12 100.0% 100.0% $1,029 $1,232
Total / Wtd. Avg. 12 100.0% 100.0% $1,029 $1,232
(1)Based on the borrower rent roll dated May 15, 2024.
(2)Source: Appraisal.

 

767 Burcham Drive. 767 Burcham Drive (the “767 Burcham Drive Property”) is a student housing development located at 767 Burcham Drive, East Lansing, Michigan. The 767 Burcham Drive Property comprises 90-beds and 38,805 square feet on 1.74 acres of land. The 767 Burcham Drive Property includes two multifamily buildings, which were built in 2008 and were most recently renovated in 2023. Within the past year the 767 Burcham Drive Property has undergone renovations consisting of new wood laminate flooring throughout, stainless steel kitchen appliances and upgraded surface counters and cabinetry in the kitchen and bathrooms.

The following table presents certain information relating to the unit mix at the 767 Burcham Drive Property:

Unit Mix(1)  
Unit Type # of Beds % of Total Units Occupancy Average Monthly Rent Per Bed Average Market Rent Per Bed(2)
3 BR/2 BA 90 100.0% 100.0% $683 $947
Total / Wtd. Avg. 90 100.0% 100.0% $683 $947
(1)Based on the underwritten rent roll dated May 15, 2024.
(2)Source: Appraisal.

 

787 Burcham Drive. 787 Burcham Drive (the “787 Burcham Drive Property”) is a student housing development located at 787 Burcham Drive, East Lansing, Michigan. The 787 Burcham Drive Property was built in 1969 and was most recently renovated in 2023. The 787 Burcham Drive Property is a 33 bed, 12,768 square foot building on 0.60 acres of land. The 787 Burcham Drive Property includes one multifamily building. Within the past year the 787 Burcham Drive Property has undergone renovations consisting of new wood laminate flooring throughout, stainless steel kitchen appliances and upgraded surface counters and cabinetry in the kitchen and bathrooms.

The following table presents certain information relating to the unit mix at the 787 Burcham Drive Property:

Unit Mix(1)
Unit Type # of Beds % of Total Units Occupancy Average Monthly Rent Per Bed Average Market Rent Per Bed(2)
3 BR/3 BA 9 27.3% 100.0% $699 $1,029
4 BR/3 BA 24 72.7% 100.0% $614 $870
Total / Wtd. Avg. 33 100.0% 100.0% $637 $914
(1)Based on the borrower rent roll dated May 15, 2024.
(2)Source: 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.

 49 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

The following table presents certain information relating to the operating history and underwritten cash flows of the Champion MSU Student Housing Portfolio Properties:

Operating History and Underwritten Net Cash Flow
  T-7 2/28/2024(1) T-1 2/28/2024(1)) Underwritten Per Unit %(2)  
Gross Potential Rent $4,804,162 $4,837,308 $5,464,000 $10,427 84.0%  
Total Other Income(3) 844,214 814,963 1,041,950 1,988 16.0  
Gross Potential Income $5,648,376 $5,652,271 $6,505,950 $12,416 100.0%  
(Vacancy/Concessions/Credit Loss) (109,324) (118,336) (273,200) (521) (4.2)  
Effective Gross Income $5,539,052 $5,533,935 $6,232,750 $11,895 95.8%  
Total Expenses 2,190,224 2,190,071 2,252,738 4,299 36.1  
Net Operating Income(4) $3,348,828 $3,343,864 $3,980,011 $7,595 63.9%  
Replacement Reserves 0 0 75,980 145 1.2  
Net Cash Flow $3,348,828 $3,343,864 $3,904,031 $7,450 62.6%  
(1)The Champion MSU Student Housing Portfolio Properties were closed for renovations during the 2022-2023 school year, and post-renovation operations began in August of 2023, coinciding with the start of the 2023-2024 school year.
(2)% column represents percent of Gross Potential Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(3)Total Other Income includes parking revenue, laundry income, utility reimbursements, and general other income.
(4) The main driver of the increase between T-1 2/28/2024 Net Operating Income and Underwritten Net Operating Income is increases in rent that occurred following the renovations that required the Champion MSU Student Housing Portfolio Properties to be vacated for the 2022-2023 school year. In addition, the Underwritten cash flows also include pre-leased rent from signed, executed leases for the 2024-2025 school year that provide for rents that are on average 13% higher than the previous school year.

Environmental. According to the Phase I environmental assessments dated between April 24, 2024 and April 26, 2024, there is no evidence of any recognized environmental conditions or controlled recognized environmental conditions at any of the Champion MSU Student Housing Portfolio Properties.

The Market. The Champion MSU Student Housing Portfolio Properties are located within East Lansing in Ingham County, Michigan. The Champion MSU Student Housing Portfolio Properties are part of the Lansing-East Lansing metropolitan area (Lansing MSA) and the East Lansing/ MSU submarket.

According to the appraisal, the estimated 2023 population within a one-, three- and five-mile radius of the Champion MSU Student Housing Portfolio Properties was 18,807, 82,053 and 159,569, respectively. According to the appraisal, the estimated 2023 median household income within the same radii was $37,535, $49,974 and $52,606, respectively.

According to the appraisal, the Champion MSU Student Housing Portfolio Properties are situated in the East Lansing/MSU apartment submarket. As of the third quarter of 2023, the East Lansing/MSU apartment submarket had an inventory of 6,573 units and an overall vacancy rate of 3.3%. The average rents in the submarket are approximately $1,228 per unit per month. The Champion MSU Student Housing Portfolio Properties is located in an area known as the MSU student housing “bubble,” which is bordered by Grand River to the south, Burcham to the north, Abbot to the west and Hagadorn Rd to the east. The East Lansing submarket student housing vacancy rate has remained below 5.0% for the past five years. During this time period rents have continued to growth for student housing with rents increasing by 4.0% over the past twelve months. In addition, absorption has outpaced constructions over the last three years as the student population continues to grow. 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

The following table presents certain information relating to comparable sale properties to the 731 Burcham Drive Property. Given the proximity of all the Champion MSU Student Housing Portfolio Properties, the appraisal provided the same comparables for each of the Champion MSU Student Housing Portfolio Properties:

Comparable Sale Summary(1)
Property / Location Year Built Occupancy # of Beds Average Unit Size Sale Price Cap Rate

731 Burcham Drive

731 Burcham Drive

East Lansing, MI

1967/2023 96.4%(2) 140(2) 361 SF(2) NAP NAP

The Tower at Campus

2900 Northwind Drive

East Lansing, MI

1966 97.0% 301 519 SF $24,770,000 4.47%

The Gates at Campus View

550 East Michigan Avenue

East Lansing, MI

2013 99.0% 139 329 SF $10,000,000 4.98%

The Uptowne Apartments

230-238 West Saginaw Street

East Lansing, MI

1970/2020 100.0% 59 760 SF $5,650,000 6.61%

The Lodges of East

2700-2721 Hannah Boulevard

East Lansing, MI

2010 95.0% 1,042 377 SF $110,762,481 4.18%

The Manor at Campus

128 Collingwood Drive

East Lansing, MI

1927/2011 100.0% 56 300 SF $8,500,000 5.49%
(1)Source: Appraisal, unless otherwise indicated. The appraisal provided the same comparables for each of the Champion MSU Student Housing Portfolio Properties given their proximity to each other.
(2)Based on the borrower rent roll dated May 15, 2024.

The Borrower. The borrower is Champion MSU, LLC a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Champion MSU Student Housing Portfolio Mortgage Loan.

The Borrower Sponsor. The borrower sponsors are Robert Champion, Garrett Champion and Parker Champion and the non-recourse carve-out guarantor is The Robert and Marjorie Champion Trust.

Robert Champion is the founder of the Los Angeles-based Champion Real Estate Company (“Champion”), which specializes in value-add investment and development in urban infill areas. Champion has expertise in multifamily, retail, office, mixed-use, adaptive re-use of industrial buildings and historic renovations.

To date, Champion has completed projects valued in excess of $2 billion. Champion invests on its own account and in partnership with select high net worth individuals, family offices and institutions. Champion currently owns 22 multifamily and student housing properties in addition to the Champion MSU Student Housing Portfolio Properties.

Property Management. The Champion MSU Student Housing Portfolio Properties are managed by Cardinal Group Management Midwest, LLC, a third-party property manager.

Escrows and Reserves. At origination, the borrower deposited approximately $284,532 into an upfront tax reserve, $172,428 into an upfront insurance reserve, $107,569 into an engineering reserve and $2,400,000 into a Holdback Reserve, which may be released as described under “Holdback Reserve Release Conditions” below.

Tax Escrows –The borrower is required to escrow 1/12th of the annual estimated tax payments payable during the next ensuing 12 months on a monthly basis (initially, approximately $56,906).

Insurance Escrows –The borrower is required to escrow 1/12th of the annual estimated insurance payments on a monthly basis (initially, approximately $15,675).

Replacement Reserve – The borrower is required to deposit monthly, with or on behalf of the lender, an amount equal to the total number of beds multiplied by $145 and divided by 12 (initially, approximately $6,332) into a replacement reserve account subject to a cap of 24 times the required monthly deposit (initially, $151,960).

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

Leasing Reserve – During a Lease Up Trigger (as defined below), funds will be deposited into a leasing reserve as described below under Lockbox/Cash Management.

Holdback Reserve Release Conditions –The borrower may obtain a disbursement of 100% of the Holdback Reserve funds by the Champion MSU Student Housing Portfolio Properties achieving either (i) Total Gross Rents (as defined below) calculated in accordance with the Champion MSU Student Housing Portfolio Mortgage Loan documents that meet or exceed $5,526,890, (the “Total Gross Rents (Full Release Amount”)) established at origination or (ii) a Holdback Reserve (Full Release) Debt Yield (as defined below) of at least 8.85%.

To the extent that the borrower does not satisfy either condition to a full release, the borrower may obtain a one-time partial release of the Holdback Reserve in an amount equal to the product of (A) the quotient of (i) (the Total Gross Rents (Partial Release Amount) (as defined below) less $5,309,082 (the “Total Gross Rents (Closing Date Amount)) divided by (ii) the Total Gross Rents (Full Release Amount) less the Total Gross Rents (Closing Date Amount)) and (B) the amount in the Holdback Reserve at origination.

Any funds remaining after a one-time partial release of the Holdback Reserve Funds may only be released by meeting or exceeding a Holdback Reserve (Full Release) Debt Yield of at least 8.85%, which is required to be calculated using the Holdback Reserve Underwritten Net Cash Flow (as defined below), provided that if such calculation is based, in whole or in part, upon any period after July 31, 2025, the lender’s calculation of “Underwritten Net Cash Flow” (as defined in the Champion MSU Student Housing Portfolio Mortgage Loan documents) will be used instead of the Holdback Reserve Underwritten Net Cash Flow.

Holdback Reserve (Full Release) Debt Yield” means, as determined by the lender in its sole but reasonable discretion, a ratio in which (i) the numerator is the Holdback Reserve Underwritten Net Cash Flow as of the date of such calculation and (ii) the denominator is the outstanding principal balance of the Champion MSU Student Housing Portfolio Mortgage Loan as of the date of such calculation; provided, however, that if such calculation is based, in whole or in part, upon any period ending after July 31, 2025, then the numerator for such calculation will instead be the Underwritten Net Cash Flow as of the date of such calculation.

The Holdback Reserve (Full Release) Debt Yield is required to be calculated by the lender quarterly as well as upon any borrower request for disbursement of the Holdback Reserve.

Holdback Reserve Underwritten Net Cash Flow means an amount calculated using the same assumptions and amounts as are set forth in a calculation of net cash flow at origination (which was $3,680,540) attached to the Champion MSU Student Housing Portfolio Mortgage Loan agreement, allowing adjustment for (i) the then-current total annualized base rents and parking rents payable under the then in place, bona fide leases at the Champion MSU Student Housing Portfolio Properties (in the aggregate) with any then-vacant beds/parking spaces grossed up at market rents, subject to a vacancy factor adjustment (all as more particularly set forth in the Champion MSU Student Housing Portfolio Mortgage Loan documents), at the time of such calculation and (ii) the management fee based upon the adjusted effective gross income for the Champion MSU Student Housing Portfolio Properties.

School Yearmeans each year during the term of the loan commencing on each August 1st and ending on each July 31st.

Total Gross Rents means, as of the date of such calculation, the sum of (i) the total annualized base rents and parking rents payable by tenants (A) under the then in-place, bona fide leases at the Champion MSU Student Housing Portfolio Properties (in the aggregate) for the existing School Year for any beds/premises and parking spaces that have not been pre-leased and captured in the succeeding clause (B), and (B) (without duplication, as further described below) under the bona fide leases for all pre-leasing activity for beds/premises and parking spaces then-achieved at the Champion MSU Student Housing Portfolio Properties (in the aggregate) for the upcoming School Year and (ii) annualized market rents for

the upcoming School Year (as determined by the lender by utilizing appraisals delivered at origination for bed/premises rents and the pre-leasing report to determine parking rents) for beds/premises and parking spaces that are vacant as of the applicable date of calculation.

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

Total Gross Rents (Partial Release Amount)” means, as of the date of such calculation, the Total Gross Rents payable under in-place, bona fide leases at the Champion MSU Student Housing Portfolio Properties (in the aggregate) for the existing School Year plus (without duplication) the Total Gross Rents for all pre-leasing then achieved at the Champion MSU Student Housing Portfolio Properties (in the aggregate) for the upcoming School Year, provided that, to the extent that any of such pre-leasing activity is for the same bed/premises as any of the then in-place leases, the pre-leasing Total Gross Rents for such bed/premises must be used when calculating the Total Gross Rents (Partial Release Amount).

Lockbox / Cash Management. The Champion MSU Student Housing Portfolio Mortgage Loan is structured with a springing lockbox and springing cash management. At the first occurrence of a Trigger Event (as defined below), a lockbox and clearing account controlled by the lender (the "Clearing Account") is required to be established by the borrower into which all rents, revenues and receipts from the Champion MSU Student Housing Portfolio Properties will be required to be deposited directly by any non-residential tenants, and all other rents, revenues and receipts from the Champion MSU Student Housing Portfolio Properties are required to be deposited directly by the borrower or property manager, as applicable, in the Clearing Account within two business days of receipt thereof by the borrower or property manager. In connection with the foregoing, at origination, the borrower was required to provide (i) executed account opening documentation required by the Clearing Account financial institution in order to establish the Clearing Account and (ii) executed letters directing all non-residential tenants to deposit all sums due under their leases directly into the Clearing Account to be held in escrow pending the occurrence of a Trigger Event. During the continuance of a Trigger Event, sums on deposit in the Clearing Account are required to be transferred on a weekly basis to a cash management account controlled by the lender, to be applied to payment of all monthly amounts due under the Champion MSU Student Housing Portfolio Mortgage Loan documents (including, without limitation, taxes and insurance reserves, debt service, replacement reserves and approved property operating expenses), with any excess funds (the “Excess Funds”) (i) if the sole Trigger Event is a Lease Up Trigger, being deposited into the leasing reserve and (ii) otherwise, being deposited into a cash collateral account to be held by the lender as additional collateral (provided that while an event of default under the Champion MSU Student Housing Portfolio Mortgage Loan documents is continuing, such sums may be applied to amounts owed under the Champion MSU Student Housing Portfolio Mortgage Loan documents in such amounts, order and manner as the lender elects in its sole discretion). Provided there is no other Trigger Event then continuing, upon the cure of a Trigger Event in accordance with the terms and conditions of the Champion MSU Student Housing Portfolio Mortgage Loan documents, any remaining Excess Funds held by the lender are required to be released to the borrower in accordance with the cash management provisions of the Champion MSU Student Housing Portfolio Mortgage Loan documents.

A "Trigger Event" means the occurrence of (i) an event of default, (and will be cured upon the acceptance by the lender of a cure of such event of default), (ii) the bankruptcy or insolvency of any affiliated property manager (and will be cured if the manager is replaced with a non-affiliated manager approved by the lender), (iii) if the debt service coverage ratio falls below 1.10x for one calendar quarter, as determined by the lender (the “Low DSCR Trigger”) (and will be cured if the debt service coverage ratio exceeds 1.15x for one calendar quarter) or (iv) the commencement of a Lease Up-Trigger (and will be cured upon the cure of such Lease-Up Trigger. If a Trigger Event has been cured the borrower has the right to close the lockbox one time during the term of the Champion MSU Student Housing Portfolio Mortgage Loan.

For purposes of determining if a Low DSCR Trigger has occurred, the first DSCR test is delayed until June 30, 2025.

A “Lease Up Trigger” commences if (i) by May 31st of each calendar year, the Champion MSU Student Housing Portfolio Properties are not pre-leased to at least a 40% total occupancy (in the aggregate) for the next ensuing School Year as determined from the information set forth in the pre-leasing report provided by the borrower or (ii) the borrower fails to deliver the pre-leasing report. A Lease Up Trigger will be cured (a “Lease Up Trigger Cure”) if the borrower delivers to the lender either (A) an updated pre-leasing report, which reflects that the Champion MSU Student Housing Portfolio Properties are pre-leased to a 40% or more total occupancy (in the aggregate) for the upcoming School Year or (B) after the commencement of the applicable next School Year, the borrower delivers to the lender a rent roll that reflects that the Champion MSU Student Housing Portfolio Properties are actually leased such that the actual occupancy is 40% or more (in the aggregate). In addition, in lieu of the commencement of a Lease Up Trigger, the borrower may deposit with the lender the sum of $300,000 as additional collateral in order to cure the Lease Up Trigger; provided that if actual aggregate occupancy of the Champion MSU Student Housing Portfolio Properties remains below 40% for a period of three months after such deposit and a new School Year has commenced, then a Lease Up Trigger will commence at such time. Funds deposited in the leasing reserve will be released to the borrower if a Lease Up Trigger Cure occurs.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 2 – Champion MSU Student Housing Portfolio

Subordinate Debt and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not permitted.

Partial Release. Not permitted.

Ground Lease. None.

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

 54 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street
Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO, AREF2, SMC   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $37,000,000   Title: Fee
Cut-off Date Principal Balance(1): $37,000,000   Property Type Subtype(4): Multifamily – High Rise
% of IPB: 4.6%   Net Rentable Area (Units): 238
Loan Purpose: Refinance   Location: New York, NY
Borrowers: ABS 153 LLC, 620W153AA LLC and 620 W 153 Realty LLC   Year Built / Renovated: 2023 / NAP
Borrower Sponsors: Jacob Kohn, Abraham Kohn, Jacob Aini, Eli Chetrit and Isaac Chetrit   Occupancy(4): 89.9%
Interest Rate: 6.13000%   Occupancy Date: 4/1/2024
Note Date: 4/2/2024   4th Most Recent NOI (As of)(5): NAV
Maturity Date: 4/6/2029   3rd Most Recent NOI (As of)(5): NAV
Interest-only Period: 60 months   2nd Most Recent NOI (As of)(5): NAV
Original Term: 60 months   Most Recent NOI (As of)(6): $6,703,204 (T-3 2/29/2024 Ann.)
Original Amortization Term: None   UW Economic Occupancy: 94.3%
Amortization Type: Interest Only   UW Revenues: $11,953,146
Call Protection: L(27),D(27),O(6)   UW Expenses: $1,465,007
Lockbox / Cash Management: Springing / Springing   UW NOI: $10,488,139
Additional Debt(1): Yes   UW NCF: $10,410,143
Additional Debt Balance(1): $80,000,000   Appraised Value / Per Unit: $205,200,000 / $862,185
Additional Debt Type(1): Pari Passu   Appraisal Date: 2/28/2024
         
         

 

Escrows and Reserves(2)   Financial Information(1)
  Initial Monthly Initial Cap     Whole Loan
Taxes: $20,811 $4,162 N/A   Cut-off Date Loan / Unit: $491,597
Insurance: $150,978 $12,582 N/A   Maturity Date Loan / Unit: $491,597
Replacement Reserve: $0 $4,561 N/A   Cut-off Date LTV: 57.0%
TI/LC: $0 $1,939 $69,804   Maturity Date LTV: 57.0%
Other(3): $482,738 $0 N/A   UW NCF DSCR: 1.43x
          UW NOI Debt Yield: 9.0%
             

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total  
Whole Loan $117,000,000 100.0%   Loan Payoff $110,927,653 94.8 %
        Closing Costs(7) 4,900,604 4.2  
        Reserves 654,527 0.6  
        Return of Equity 517,215 0.4  
Total Sources $117,000,000 100.0%   Total Uses $117,000,000 100.0 %
(1)The 620 W 153rd Street Mortgage Loan (as defined below) is part of a whole loan evidenced by nine pari passu notes with an aggregate original principal balance and aggregate Cut-off Date Balance of $117,000,000 (the “620 W 153rd Street Whole Loan”). The Financial Information presented in the chart above reflects the 620 W 153rd Street Whole Loan. For additional information, see the “Whole Loan Summary” chart herein.
(2)For a full description of Escrows and Reserves, see “Escrows and Reserves” below.
(3)Other Reserves include a rent reserve of $309,400 and a rent concession reserve of approximately $173,338. See “Escrows and Reserves” below.
(4)The 620 W 153rd Street Property (as defined below) contains three commercial units totaling 31,306 square feet of commercial space, which is 100% occupied as of March 15, 2024 by two retail tenants that represent approximately 7.0% of the net rental income from the 620 W 153rd Street Property. The information regarding occupancy and number of units shown does not include any commercial space at the 620 W 153rd Street Property unless otherwise indicated herein.
(5)Historical financial information is not available because the improvements were completed in 2023.
(6)Most Recent NOI is as of the annualized trailing three-month period ending February 29, 2024.
(7)Closing Costs include an interest rate buydown of $1,170,000.

 

 

 

 

 

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.

 57 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

The Loan. The 620 W 153rd Street mortgage loan (the “620 W 153rd Street Mortgage Loan”) is part of a whole loan secured by the borrowers’ fee interest in a multifamily high-rise located in New York, New York (the 620 W 153rd Street Property). The 620 W 153rd Street Whole Loan is comprised of nine pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $117,000,000. The 620 W 153rd Street Whole Loan accrues interest at a fixed rate of 6.13000% per annum on an Actual/360 basis. The 620 W 153rd Street Whole Loan has an initial term of five-years and is interest-only for the full term. On April 10, 2024, BMO transferred Notes A-1-2 and A-1-5, in the aggregate original principal amount of $20,000,000, to Starwood Mortgage Capital LLC. The 620 W 153rd Street Mortgage Loan is evidenced by the non-controlling Note A-1-2, Note A-1-4, Note A-2-2, Note A-2-3 and Note A-2-4 with an aggregate outstanding principal balance as of the Cut-off Date of $37,000,000.

The table below identifies the promissory notes that comprise the 620 W 153rd Street Whole Loan. The relationship between the holders of the 620 W 153rd Street Whole Loan is governed by a co-lender agreement. The 620 W 153rd Street Whole Loan is currently serviced under the BMO 2024-5C4 pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “The Pooling and Servicing Agreement” in the Preliminary Prospectus.

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling
Piece
A-1-1 $35,000,000 $35,000,000 BMO 2024-5C4 Yes
A-1-2 $10,000,000 $10,000,000 BBCMS 2024-5C27 No
A-1-3 $10,000,000 $10,000,000 Benchmark 2024-V7 No
A-1-4 $10,000,000 $10,000,000 BBCMS 2024-5C27 No
A-1-5 $10,000,000 $10,000,000 BMO 2024-5C4 No
A-2-1 $25,000,000 $25,000,000 BMO 2024-5C4 No
A-2-2 $10,000,000 $10,000,000 BBCMS 2024-5C27 No
A-2-3 $5,000,000 $5,000,000 BBCMS 2024-5C27 No
A-2-4 $2,000,000 $2,000,000 BBCMS 2024-5C27 No
Whole Loan $117,000,000 $117,000,000    

 

The Property. The 620 W 153rd Street Property was constructed in early 2023. The 0.57-acre parcel is improved with a 28-story apartment building with 15,513 square feet of commercial space on the garden level and first floor operated as a pre-school and 15,793 square feet of commercial space on the second floor operated as a 96-space parking garage. The 620 W 153rd Street Property features 238 multifamily units with studio, one-, two- and three-bedroom layouts, ranging in size from 325 to 1,055 square feet, 72 of which are rent-stabilized. Stabilized rents range from $2,350 to $3,550 per month, with an average stabilized rent of approximately $2,784 and an average unit size of approximately 490 square feet. Market rents range from $2,885 to $5,150 per month, with an average market rent of approximately $4,154 and an average unit size of 614 square feet. Unit features include hardwood floor living areas with tiled bathrooms and full tubs, in-unit washer and dryer, dishwasher, gas range/oven and top freezer refrigerator. Some of the units have a private outdoor terrace. As of April 1, 2024, at the 620 W 153rd Street Property, the 166 market rate residential units were 94.6% occupied and the 72 rent-stabilized units were 79.2% occupied, resulting in a total occupancy of 89.9%.

The borrowers, as landlord, and 180 E 125th Realty LLC, an affiliate of the borrower sponsors, as master tenant (the “Master Tenant”), have entered into a Master Lease Agreement, dated as of April 2, 2024, for nine vacant market rate units, for a term commencing on April 1, 2024, and continuing through and including the maturity date of the 620 W 153rd Street Whole Loan, at a rental rate equal to $42,000 per month. The master lease rent was included in the calculation of the underwritten net cash flow. Following the occurrence of the Rent Reserve Release Date (as defined below), so long as no event of default has occurred and is continuing, upon the borrowers’ written request, the lender is required to consent to a complete or partial termination of the master lease.

The 620 W 153rd Street Property is subject to the 421-a tax exemption program that requires at least 30% of the dwelling units to remain affordable to, and restricted to occupancy by, households earning no more than 130% of area median income for at least 35 years after the completion of the construction of the 620 W 153rd Street Property. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Types—Multifamily Properties” and “Description of the Mortgage Pool—Real Estate and Other Tax 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

The following table presents certain information relating to the historical and current occupancy of the 620 W 153rd Street Property:

Historical and Current Occupancy(1)
2021 2022 2023 Current(2)
NAV NAV NAV 89.9%
(1)Historical Occupancy is not available as the 620 W 153rd Street Property was built in 2023.
(2)Current Occupancy is as of April 1, 2024.

 

The following table presents certain information relating to the commercial tenants at the 620 W 153rd Street Property:

Commercial Tenant Summary(1)
Tenant Suite

Credit Rating

(Moody’s/Fitch/S&P)

Net Rentable Area (Sq. Ft.) % of Net Rentable Area Annual UW Base Rent

Annual UW

Base Rent Per

Sq. Ft.(2)

% of Total Annual U/W Commercial Rental Income(2) Lease Expiration(3)
Stable Car Parking Inc. 2nd Floor NR/NR/NR 15,793 50.4 % $176,000 $11.14   21.8 % 3/14/2044
Round the Clock Nursery, Inc. Garden Level, 1st Floor NR/NR/NR 15,513 49.6   632,930 40.80   78.2   6/30/2038
Total Occupied     31,306 100.0 % $808,930 $25.84   100.0 %  
Vacant     0 0.0 0.      
Total / Wtd. Avg.     31,306 100.0 % $808,930      
               
(1)Based on the underwritten commercial rent roll dated March 15, 2024.
(2)The total UW commercial income attributable to the commercial tenants at the 620 W 153rd Street Property represents approximately 7.0% of the net rental income.
(3)No commercial tenants have an early termination option.

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

The following table presents certain information relating to the residential units at the 620 W 153rd Street Property:

Unit Type Summary(1)
Unit Type Units Occupancy % Annual Residential
Rental Income(2)
% of Total Annual Residential Rental Income(2)
Studio MR 17 100.0 %   $673,500   6.6 %
1BR MR 51 94.1     $2,291,700   22.3  
2BR / 1BA MR 8 75.0     $349,800   3.4  
2BR / 2BA MR 74 94.6     $4,065,000   39.6  
3BR MR 16 100.0     $990,600   9.6  
Market Rent Total 166 94.6 %   $8,370,600   81.5 %
Studio RS 18 100.0     $513,600   5.0  
1BR RS 18 100.0     $565,800   5.5  
2BR / 1BA RS 34 55.9     $744,600   7.2  
2BR / 2BA RS 2 100.0     $80,400   0.8  
Rent Stabilized Total 72 79.2 %   $1,904,400   18.5 %
Total/Wtd. Avg. 238 89.9 %   $10,275,000   100.0 %
(1)Based on the underwritten rent roll dated April 1, 2024.
(2)Annual Residential Rental Income and % of Total Annual Residential Rental Income (i) excludes rent from nine vacant market rate units that are subject to a master lease pursuant to which the Master Tenant is required to pay $42,000 per month and (ii) reflects the annual in-place rents without taking into account any rent concessions provided to the tenants. At origination, the borrowers deposited $173,338 into a rent concession reserve. See “Escrows and Reserves” below.

 

The following table presents detailed information with respect to the market rate units at the 620 W 153rd Street Property:

 

Market Rate Unit Summary
Unit Type No. of Units(1) % of Total(1)(2) Average Unit Size (SF)(1) Average Monthly Rental Rate(1)(3) Average Monthly Rental Rate per SF(1)(3) Average Monthly Market Rental Rate(4) Average Monthly Market Rental Rate per SF(4)
Studio 17 10.2 % 392 $3,301 $8.43 $3,100 $7.92
1BR 51 30.7   551 $3,979 $7.15 $4,000 $7.26
2BR / 1BA 8 4.8   649 $4,858 $7.42 $5,000 $7.71
2BR / 2BA 74 44.6   770 $4,839 $6.30 $5,000 $6.49
3BR 16 9.6   865 $5,159 $5.96 $5,150 $5.95
Total/Wtd. Avg. 166  100.0 % 667 $4,443 $6.65 $4,513 $6.76
(1)Based on the underwritten rent roll as of April 1, 2024.
(2)% of Total represents the percentage of the total market rate units at the 620 W 153rd Street Property.
(3)Average Monthly Rental Rate and Average Monthly Rental Rate per SF excludes nine vacant market rate units and were determined without taking into account any rent concessions that may be provided to the tenants. The borrowers are master leasing all nine vacant market rate units to an affiliate of the borrower sponsors.
(4)Source: 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

The following table presents detailed information with respect to the rent-stabilized units at the 620 W 153rd Street Property:

Rent-Stabilized Unit Summary
Unit Type No. of Units(1) % of Total(1)(2) Average Unit Size (SF)(1) Average Monthly Rental Rate(1)(3) Average Monthly Rental Rate per
SF(1)(3)
Studio 18 25.0 % 334 $2,378 $7.11
1 BR 18 25.0   397 $2,619 $6.60
2BR / 1BA 34 47.2   613 $3,266 $5.33
2BR / 2BA 2 2.8   620 $3,350 $5.41
Total/Wtd. Avg. 72  100.0 % 490 $2,784 $6.09
(1)Based on the underwritten rent roll as of April 1, 2024.
(2)% of Total represents the percentage of the total rent-stabilized units at the 620 W 153rd Street Property.
(3)Average Monthly Rental Rate and Average Monthly Rental Rate per SF excludes 15 vacant rent-stabilized units and does not take into account any rent concessions that may be provided to the tenants.

 

The following table presents certain information relating to the operating history and underwritten cash flows of the 620 W 153rd Street Property:

Underwritten Net Cash Flow and Operating History
  T-3(1) Underwritten Per Unit %(2)
Gross Potential Rent (Residential) $7,836,172 $11,439,420(3) $48,065 99.1%
Commercial Income(4) 0 808,930 3,399 7.0
(Vacancy/Credit Loss) 0 (700,867) (2,945) (6.1)
Net Rental Income $7,836,172 $11,547,484(3) $48,519 100.0%
Reimbursements 0 5,662 24 0.0
Other Income 57,897 400,000 1,681 3.5
Effective Gross Income $7,894,069 $11,953,146 $50,223 103.5%
Total Expenses(5) $1,190,865 $1,465,007 $6,155 12.3%
Net Operating Income $6,703,204 $10,488,139 $44,068 87.7%
Total TI/LC, Capex/RR 0 77,996 328 0.7
Net Cash Flow $6,703,204 $10,410,143 $43,740 87.1%
(1)T-3 reflects the annualized trailing three months period ending February 29, 2024.
(2)% column represents percent of Net Rental Income for revenue fields and of Effective Gross Income for the remaining fields.
(3)Affordable units are marked to the legal limits imposed by the New York City Department of Housing Preservation and Development. The Underwritten Net Rental Income includes the in-place rent payable under the master lease relating to the nine vacant market rate units (representing approximately 4.4% of the Gross Potential Rent (Residential) and Net Rental Income), which is higher than the T-3 Gross Potential Rent (Residential) as the mortgaged property was in lease-up over this period.
(4)Commercial Income includes three commercial units totaling 31,306 square feet of commercial space, which are 100% occupied by two retail tenants, representing approximately 7.0% of the Underwritten Net Rental Income from the 620 W 153rd Street Property.
(5)Includes real estate taxes equal to approximately $81,474 based on the present value of the five-year average taxes based on the 421-a tax exemption. The 421-a tax exemption commenced in 2023 and is a 35-year exemption that phases out in the last 10 years at 30.25% of the tax exemption.

 

Environmental. According to the Phase I environmental assessment dated March 6, 2024, there was no evidence of any recognized environmental conditions at the 620 W 153rd Street 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

The Market. The 620 W 153rd Street Property is located within the Harlem apartment submarket of the New York Metro market.

The 620 W 153rd Street Property is located in the Hamilton Heights neighborhood of Manhattan, New York. The Hamilton Heights neighborhood is located on the West Side of northern Manhattan. According to the appraisal, as of the fourth quarter of 2023, the New York Metro market had an inventory of 1,932,715 units and a vacancy rate of 3.2%.

According to the appraisal, as of the fourth quarter of 2023, the Harlem apartment submarket had an inventory of 190,150 units and a vacancy rate of 2.0%, with rent expected to increase to $2,562 by 2027.

According to the related appraisal, the 2023 population within the 10031 zip code and New York County were 53,393 and 1,658,642, respectively. The 2023 median household income within the same locations were $56,674 and $89,885, respectively.

The following table presents certain information relating to comparable multifamily rentals to the 620 W 153rd Street Property:

Competitive Rental Summary(1)
Property Name /  Property Address Year Built / Renovated Occupancy # of Units(2) Unit Mix Average SF per Unit Average Rent per SF(3) Average Rent per Unit(3) Fair Market Average Rent

620 W 153rd Street(4)

620 West 153rd Street

2023 / NAP 89.9% 238

Studio MR

Studio RS

1BR MR

1BR RS

2BR/1BA MR

2BR/1BA RS

2BR/2BA MR

2BR/2BA RS

3BR MR

392

334

551

397

649

613

770

620

865

$8.43

$7.11

$7.15

$6.60

$7.42

$5.33

$6.30

$5.41

$5.96

$3,301

$2,378

$3,979

$2,619

$4,858

$3,266

$4,839

$3,350

$5,159

$3,100

$2,885

$4,000

$3,080

$5,000

$3,669

$5,000

$3,669

$5,150

618 West 143rd Street 2009 / NAP N/A 86

0BR

1BR

2BR

3BR

495

700

1,000

1,200

$4.95

$4.42

$4.00

$4.58

$2,450

$3,095

$3,995

$5,495

$3,100

$4,000

$5,000

$5,150

101 Macombs Place 2024 / NAP N/A 29

0BR

1BR

2BR

3BR

400

664

715

900

$7.75

$5.57

$6.57

$5.00

$3,100

$3,700

$4,700

$4,500

$3,100

$4,000

$5,000

$5,150

2351 Adam Clayton Powell Jr Boulevard 2019 / NAP N/A 134

0BR

1BR

2BR

3BR

573

628

1,050

1,177

$4.28

$4.70

$4.14

$4.42

$2,450

$2,950

$4,350

$5,200

$3,100

$4,000

$5,000

$5,150

2130 Adam Clayton Powell Boulevard 2007 / NAP N/A 46

0BR

1BR

2BR

3BR

533

701

1,000

1,800

$5.37

$4.39

$4.65

$3.44

$2,860

$3,080

$4,650

$6,200

$3,100

$4,000

$5,000

$5,150

224 West 124th Street 2022 / NAP N/A 168

0BR

1BR

2BR

3BR

N/A

400

600

1,425

N/A

$11.05

$9.67

$5.26

N/A

$4,418

$5,800

$7,489

$3,100

$4,000

$5,000

$5,150

543 West 122nd Street 2019 / NAP N/A 183

0BR

1BR

2BR

3BR

546

831

1,243

N/A

$8.24

$6.62

$5.23

N/A

$4,500

$5,500

$6,500

N/A

$3,100

$4,000

$5,000

$5,150

(1)Source: Appraisal, unless otherwise indicated.
(2)# of Units for the 620 W 153rd Street Property is inclusive of market rate (MR) and rent-stabilized (RS) units. # of Units for comparable properties is inclusive of only market rate units.
(3)Average Rent per SF and Average Rent per Unit excludes vacant units.
(4)Based on the underwritten rent roll as of April 1, 2024.

The Borrowers. The borrowers are ABS 153 LLC, 620W153AA LLC and 620 W 153 Realty LLC, as tenants-in-common with respect to the 620 W 153rd Street Whole Loan. Each borrower is a Delaware limited liability company and special purpose entity with one independent director. Legal counsel to the borrowers provided a non-consolidation opinion in connection with the origination of the 620 W 153rd Street Whole Loan.

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors are Jacob Kohn, Abraham Kohn, Jacob Aini, Eli Chetrit and Isaac Chetrit, each a natural person. Collectively, the borrower sponsors have over 120 years of experience in real estate, own a combined 144 properties across various states and have a combined net worth of approximately $1.0 billion and liquidity in excess of $20.0 million.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

Property Management. The 620 W 153rd Street Property is managed by The Jay Group Inc., a New York corporation and an affiliate of the borrower sponsors.

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow (i) approximately $20,811 for real estate taxes, (ii) approximately $150,978 for insurance premiums, (iii) $309,400 for a rent reserve and (iv) approximately $173,338 for a rent concession reserve.

Tax Escrows – The borrowers are required to escrow 1/12th of the annual estimated tax payments on a monthly basis, which currently equates to approximately $4,162.

Insurance Escrows – The borrowers are required to escrow 1/12th of the annual estimated insurance premiums on a monthly basis, which currently equates to approximately $12,582.

Replacement Reserves – On a monthly basis, the borrowers are required to escrow $4,561 for replacement reserves.

TI/LC Reserves – On a monthly basis, the borrowers are required to escrow $1,939 for TI/LC reserves (subject to a cap equal to $69,804).

Rent Reserve – All amounts on deposit in the rent reserve account will be released to the borrowers, so long as no event of default under the 620 W 153rd Street Whole Loan agreement has occurred and is continuing, upon the borrowers’ written request following the date on which all of the following conditions have been simultaneously satisfied (as determined by the lender) (the “Rent Reserve Release Date”): (a) the debt yield (calculated using gross income from operations for the one full calendar month preceding the date of calculation, annualized) is at least 8.75% (provided that the applicable underwritten net cash flow (as annualized in accordance with the terms of the 620 W 153rd Street Whole Loan documents) is at least $10,237,500); (b) the borrowers have entered into leases (in accordance with the 620 W 153rd Street Whole Loan agreement) demising, in the aggregate, at least 95% of the residential units at the 620 W 153rd Street Property, pursuant to which each of the tenants thereunder has accepted possession, and is in occupancy, of all of the space demised under its respective lease; and (c) no Trigger Period (as defined below) is continuing.

Rent Concession Reserve – So long as no event of default under the 620 W 153rd Street Whole Loan agreement has occurred and is continuing, provided sufficient sums remain in the rent concession reserve, the lender will be required to transfer on each payment date in each calendar month the applicable amount set forth below to either (x) the cash management account, if a Trigger Period is continuing, to be applied in accordance with the 620 W 153rd Street Whole Loan agreement, or (y) the borrowers, if no Trigger Period is then continuing.

Rent Concession Schedule
Month 5/2024 6/2024 7/2024 8/2024 9/2024 10/2024 11/2024 12/2024 Total
$ $21,362.50 $36,800.00 $67,687.50 $28,587.50 $5,025.00 $2,475.00 $2,575.00 $8,825.00 $173,337.50

Lockbox / Cash Management. The 620 W 153rd Street Whole Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Trigger Period, the 620 W 153rd Street Whole Loan requires the borrowers to, or cause the property manager to, immediately deposit all revenue from the 620 W 153rd Street Property received by the borrowers or the property manager into the lockbox account (or in the case of the lease termination payments, the TI/LC reserve) within two business days of receipt. In addition, within five days of the occurrence of such Trigger Period, the borrowers are required to send a notice to all tenants directing them to pay all rents directly into the lockbox account. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the 620 W 153rd Street Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 620 W 153rd Street Whole Loan documents are required to be disbursed to an excess cash reserve.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

A “Trigger Period” will commence upon the earliest of the following: (i) the occurrence of an event of default under the 620 W 153rd Street Whole Loan documents; (ii) on or after the payment date occurring in October 2024, the debt service coverage ratio for the 620 W 153rd Street Whole Loan is less than 1.15x for one calendar quarter or (iii) on or after the payment date occurring in October 2024, the commencement of a Significant Tenant Trigger Period (as defined below).

A Trigger Period will end, with regard to: (a) clause (i) above, upon the cure of such event of default; (b) clause (ii) above, upon the debt service coverage ratio for the 620 W 153rd Street Whole Loan being greater than or equal to 1.15x for one calendar quarter; and (c) clause (iii) above, termination of such Significant Tenant Trigger Period.

A “Significant Tenant Trigger Periodmeans a period of time (A) commencing upon the earliest of the occurrence of (i) a Significant Tenant Non-Renewal Event (as defined below), (ii) a Significant Tenant Termination Event (as defined below), (iii) a Significant Tenant Default Event (as defined below), (iv) a Significant Tenant Go-Dark Event (as defined below) or (v) a Significant Tenant Bankruptcy Action (as defined below); and (B) expiring upon, with respect to the applicable Significant Tenant Lease (as defined below), with regard to (u) clause (A)(i) above, the cure of a Significant Tenant Non-Renewal Event, (w) clause (A)(ii) above, the cure of a Significant Tenant Termination Event, (x) clause (A)(iii) above, the cure of a Significant Tenant Default Event, (y) clause (A)(iv) above, the cure of a Significant Tenant Go-Dark Event and (z) clause (A)(v) above, the cure of a Significant Tenant Bankruptcy Action.

A “Significant Tenant Leasemeans any (i) lease that, together with all other leases to the same tenant and to all affiliates of such tenant (and assuming the exercise of all expansion rights and all preferential rights to lease additional space at the 620 W 153rd Street Property pursuant to such lease(s), if any), either (a) provides for rental income representing 15% or more of the total rental income for the 620 W 153rd Street Property, in the aggregate, and/or (b) demises more than 15% of the total net rentable area at the 620 W 153rd Street Property, in the aggregate, and (ii) replacement lease or leases of all or any portion of the applicable space entered into pursuant to and in accordance with the provisions of the 620 W 153rd Street Whole Loan documents.

A Significant Tenantmeans any tenant under a Significant Tenant Lease. There is no Significant Tenant at the 620 W 153rd Street Property as of the Cut-off Date.

A “Significant Tenant Non-Renewal Event”, with respect to any Significant Tenant Lease (1) commences upon the date that is the earlier of (x) 12 months prior to the then-current expiration date of such Significant Tenant Lease or (y) the date required under such Significant Tenant Lease by which the applicable Significant Tenant is required to give notice of its exercise of a renewal option thereunder (if any), whether such Significant Tenant Lease is in its initial term or an extension term, unless as of such date, (i) such Significant Tenant has irrevocably exercised in writing its renewal option (if any), in accordance with and pursuant to such Significant Tenant Lease, to extend the term of such Significant Tenant Lease for an additional term following the then-current expiration date of such Significant Tenant Lease and (ii) the borrowers have delivered to the lender evidence of such extension notice in form and substance reasonably acceptable to the lender; and (2) is cured upon the date on which the borrowers have satisfied all of the following conditions: (A) either (i) the applicable Significant Tenant signs a new lease (a “Significant Tenant New Lease”) or (ii) all or substantially all of the premises demised under the applicable Significant Tenant Lease is demised pursuant to a replacement lease (a “Significant Tenant Replacement Lease”), each Significant Tenant New Lease and Significant Tenant Replacement Lease in accordance with the applicable provisions of the 620 W 153rd Street Whole Loan documents for all or substantially all of the premises demised under the applicable Significant Tenant Lease, which new or replacement lease, as applicable will be for an initial term of not less than five years, have a net effective rental rate of not less than the net effective rental rate of the applicable Significant Tenant Lease as of the date on which the applicable Significant Tenant Non-Renewal Event occurred and is otherwise in form and substance acceptable to the lender; (B) the borrowers have delivered to the lender (i) a copy of such Significant Tenant New Lease or such Significant Tenant Replacement Lease, as applicable, and (ii) an acceptable tenant estoppel certificate from the applicable Significant Tenant or the replacement tenant, as applicable, with respect to such Significant Tenant New Lease or such Significant Tenant Replacement Lease, as applicable; and (C) the borrowers have paid all leasing brokerage commissions due in connection with such Significant Tenant New Lease or such Significant Tenant Replacement Lease, as applicable, and delivered to the lender a paid invoice reasonably satisfactory to the lender evidencing the payment of the same.

A “Significant Tenant Termination Event” means, with respect to any Significant Tenant Lease, the earlier to occur of (i) the date on which the applicable Significant Tenant notifies the borrowers, the property manager or any affiliate of any individual borrower or the property manager or any of their respective agents or representatives in writing of such Significant

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 3 – 620 W 153rd Street

Tenant’s intention to terminate such Significant Tenant Lease or (ii) the termination of such Significant Tenant Lease; and cured upon with respect to any Significant Tenant Lease, the date on which the borrowers have satisfied all of the following conditions: (A) either (i) the applicable Significant Tenant signs a Significant Tenant New Lease or (ii) all or substantially all of the premises demised under the applicable Significant Tenant Lease is demised pursuant to a Significant Tenant Replacement Lease; (B) the borrowers have delivered to the lender (i) a copy of such Significant Tenant New Lease or such Significant Tenant Replacement Lease, as applicable, and (ii) an acceptable tenant estoppel certificate from the applicable Significant Tenant or the replacement tenant, as applicable, with respect to such Significant Tenant New Lease or such Significant Tenant Replacement Lease, as applicable; and (C) the borrowers have paid all leasing brokerage commissions due in connection with such Significant Tenant New Lease or such Significant Tenant Replacement Lease, as applicable, and delivered to the lender a paid invoice reasonably satisfactory to the lender evidencing the payment of same.

A “Significant Tenant Default Eventmeans with respect to any Significant Tenant Lease, the occurrence of any event of default (beyond any applicable notice and/or cure period) by the applicable Significant Tenant under such Significant Tenant Lease; and cured upon, the date on which the applicable event of default under such Significant Tenant Lease has been cured and no other event of default then exists under such Significant Tenant Lease.

A “Significant Tenant Go-Dark Eventmeans, with respect to any Significant Tenant Lease, (x) the earlier to occur of the date on which the applicable Significant Tenant (i) vacates, surrenders or ceases to conduct its normal business operations in all or substantially all of the applicable space or otherwise “goes dark” at the 620 W 153rd Street Property (other than temporary closures for repairs in connection with a casualty or renovations that are expressly permitted under such Significant Tenant Lease) or (ii) notifies the borrowers, the property manager or any affiliate of any individual borrower or the property manager or any of their respective agents or representatives in writing of such Significant Tenant’s intention to do any of the acts set forth in the foregoing clause (i); and (y) cured upon, the date on which the borrowers have satisfied all of the following conditions: (A) the applicable Significant Tenant has resumed operations and been open for business to the public at the 620 W 153rd Street Property in all or substantially all of the applicable space (and no event of default has occurred and is then continuing); and (B) the borrowers have delivered an acceptable tenant estoppel certificate from such Significant Tenant with respect to such Significant Tenant Lease.

A “Significant Tenant Bankruptcy Actionmeans, with respect to any Significant Tenant, if: (i) such Significant Tenant makes an assignment for the benefit of creditors; (ii) such Significant Tenant files a voluntary petition in bankruptcy; (iii) such Significant Tenant is adjudged as bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings; (iv) such Significant Tenant consents to or files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) such Significant Tenant files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any bankruptcy or insolvency proceeding; (vi) such Significant Tenant seeks, consents to or acquiesces in the appointment of a trustee, receiver, liquidator, sequestrator, custodian or any similar official of or for such Significant Tenant or of all or any substantial part of its properties; (vii) within 60 days after the commencement of any proceeding against such Significant Tenant seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed; (viii) within 45 days after the appointment of a trustee, receiver or liquidator of such Significant Tenant or of all or any substantial part of its properties, without such Significant Tenant’s consent or acquiescence, the appointment is not vacated or stayed, or within 45 days after the expiration of any such stay, the appointment is not vacated; or (ix) such Significant Tenant takes any action in furtherance of any of the foregoing. A Significant Tenant Bankruptcy Action is cured on the date on which the applicable Significant Tenant Bankruptcy Action has been dismissed and the applicable Significant Tenant Lease has been affirmed by such Significant Tenant.

Subordinate Debt and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not permitted.

Partial Release. Not permitted.

Ground Lease. None.

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

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No. 4 – 1640 Sepulveda

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 4 – 1640 Sepulveda

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 4 – 1640 Sepulveda

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 4 – 1640 Sepulveda
Mortgage Loan Information   Property Information
Mortgage Loan Seller: AREF2   Single Asset / Portfolio: Single Asset
Original Principal Balance: $36,300,000   Title: Fee
Cut-off Date Principal Balance: $36,300,000   Property Type – Subtype: Office – CBD
% of IPB: 4.5%   Net Rentable Area (SF): 157,840
Loan Purpose: Refinance   Location: Los Angeles, CA
Borrower: 1640 Sepulveda Property, LLC   Year Built / Renovated: 1987 / 2024
Borrower Sponsors: Justin Loiacono, Joon Choi, Paul Miszkowicz, Jerome Fink, Derek Chen and David See Young Kim   Occupancy(2): 77.1%
Interest Rate: 7.47800%   Occupancy Date: 4/10/2024
Note Date: 4/25/2024   4th Most Recent NOI (As of): $3,681,578 (12/31/2021)
Maturity Date: 5/6/2029   3rd Most Recent NOI (As of): $4,183,712 (12/31/2022)
Interest-only Period: 24 months   2nd Most Recent NOI (As of): $3,460,444 (12/31/2023)
Original Term: 60 months   Most Recent NOI (As of)(3): $3,531,375 (TTM 1/31/2024)
Original Amortization Term: 360 months   UW Economic Occupancy: 80.9%
Amortization Type: Interest Only, Amortizing Balloon   UW Revenues: $7,794,639
Call Protection: L(26),D(27),O(7)   UW Expenses: $2,578,587
Lockbox / Cash Management: Hard / Springing   UW NOI(3): $5,216,052
Additional Debt: No   UW NCF: $5,184,484
Additional Debt Balance: NAP   Appraised Value / Per SF: $56,000,000 / $355
Additional Debt Type: NAP   Appraisal Date: 3/12/2024
         

 

Escrows and Reserves(1)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $230
Taxes: $0 $100,237 N/A   Maturity Date Loan / SF: $224
Insurance: $19,497 $6,499 N/A   Cut-off Date LTV: 64.8%
Deferred Maintenance: $170,625 $0 N/A   Maturity Date LTV: 63.1%
Replacement Reserve: $0 $2,631 N/A   UW NCF DSCR: 1.71x
Rollover Reserve: $2,800,000 $19,731 N/A   UW NOI Debt Yield: 14.4%
Outstanding TI/LC Reserve: $357,930 $0 N/A      
Free Rent Reserve: $984,104 $0

N/A

 

     

Sources and Uses
Sources Proceeds % of Total     Uses Proceeds % of Total
Mortgage Loan $36,300,000 99.8 %   Loan Payoff $31,673,231 87.1 %
Borrower Sponsor Equity 64,777 0.2     Upfront Reserves 4,332,156 11.9  
        Closing Costs 359,390 1.0  
Total Sources $36,364,777 100.0 %   Total Uses $36,364,777 100.0 %
(1)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(2)Excluding 7,237 square feet of storage/static space, the occupancy would be 80.1%.
(3)UW NOI is greater than Most Recent NOI primarily due to 25,340 square feet (16.1% of net rentable area) of new leases commencing in 2024, an approximately $545,000 reduction in underwritten tax expense based on the Proposition 13 reassessment projection, and underwritten rent steps totaling $155,375 through April 2025.

The Loan. The 1640 Sepulveda mortgage loan (the “1640 Sepulveda Mortgage Loan”) has an original principal balance and Cut-off Date balance of $36,300,000 and is secured by a first lien mortgage on the borrower’s fee interest in a 157,840 square foot office property located in Los Angeles, California (the “1640 Sepulveda Property”). The 1640 Sepulveda Mortgage Loan has a five-year term, is interest-only for the first 24 months and will amortize on a 30-year schedule thereafter and accrues interest at a rate of 7.47800% per annum on an Actual/360 basis.

The Property. The 1640 Sepulveda Property is a 157,840 square foot mid-rise creative office property located in Los Angeles, California, approximately 12 miles west of downtown Los Angeles. The 1640 Sepulveda Property consists of one five-story building constructed in 1987, which underwent approximately $8.5 million in renovations from 2019 to 2023 with an additional $3 million budgeted for 2024. Historical renovations included investments in tenant spaces, the addition 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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No. 4 – 1640 Sepulveda

north and west facing balconies on floors two to five, new landscape and hardscape, a screening room with tiered seating and a renovated lobby. The extensive renovations helped to position the 1640 Sepulveda Property to cater to creative tenants located in West Los Angeles. The 1640 Sepulveda Property features 13- to 19- foot ceilings, state of the art screening room with tiered seating and first floor patio common area. The 1640 Sepulveda Property is situated on an approximately 1.15-acre site with 438 garage parking spaces (approximately 2.8 spaces per 1,000 square feet).

The 1640 Sepulveda Property contains 150,603 square feet of office space and 7,237 square feet of storage/static space. As of April 10, 2024, the 1640 Sepulveda Property was 77.1% leased to 20 tenants. Excluding storage/static space, the occupancy was 80.1%. The 1640 Sepulveda Property features a granular rent roll, with no tenant making up greater than 9.8% of the net rentable area and 12.6% of the underwritten base rent. Occupancy averaged 70.7% in 2023, down from 79.1% in 2022 as a previous tenant that was occupying 33,444 square feet (21.2% of net rentable area) vacated at the end of 2022. However, 25,340 square feet (16.1% of net rentable area) of new leases have been recently executed and will commence in 2024. Approximately $1.34 million in free rent and outstanding TI/LC reserve was escrowed upfront which were associated with recent leasing.

Major Tenants.

Therabody, Inc. (“Therabody”)(15,442 square feet; 9.8% of net rentable area; 10.7% of underwritten base rent): The largest tenant, Therabody, is a wellness and technology company. The company specializes in creating products in the fields of muscle recovery and relaxation technology. Therabody signed a lease in July 2023 and is currently occupying its space under a six-month beneficial occupancy period during which it is not paying rent as the lease has not commenced. The lease is expected to commence in September 2024, at which time the tenant will be required to begin paying rent. The tenant has one, five-year renewal option remaining. Therabody has the right to terminate its lease as of the last day of the 66th lease month with a 12-month notice period and delivery of a cancellation fee equal to the amount that would be outstanding on a hypothetical loan on the cancellation date assuming (1) an original principal balance equal to the leasing costs (all leasing commissions and allowances (including the construction allowance) incurred by landlord in connection with leasing space to the tenant), (2) an interest rate of 6% per annum, (3) the loan is payable in equal monthly installments of principal and interest, beginning on the commencement date and ending on the first day of the last scheduled month of the lease term (assuming the lease had not been cancelled) and (4) all payments were made before the cancellation date.

Retropolis LLC dba Shout! Factory (“Shout! Factory”) (15,019 square feet; 9.5% of net rentable area; 12.6% of underwritten base rent): The second largest tenant, Shout! Factory, is a multi-platform media company specializing in film and television distribution, development and original productions. The company was founded in 2002 and is headquartered at the 1640 Sepulveda Property. Shout! Factory has been a tenant at the 1640 Sepulveda Property since December 2018 when it signed an 84-month lease that expires in December 2025. The tenant has one, three-year renewal option remaining.

Peter Millar (10,618 square feet; 6.7% of net rentable area; 9.3% of underwritten base rent): The third largest tenant, Peter Millar, is a luxury clothing brand specializing in premium sportswear, refined casual wear and formal attire. The company is headquartered in Raleigh, North Carolina and operates in North America, Asia, Australia and the South Pacific. Peter Millar has been a tenant at the 1640 Sepulveda Property since January 2022, when it commenced a lease for 8,245 square feet. The tenant expanded its space by an additional 2,373 square feet in January 2023. The tenant has one, five-year renewal option remaining. Peter Millar has the right to terminate its lease as of December 31, 2026 with a 12-month notice period and delivery of a cancellation fee equal to the sum of (1) 12 full calendar months of gross rent at the rate payable immediately following the cancellation effective date and (2) the amount that would be outstanding on a hypothetical loan on the cancellation date assuming (A) an original principal balance equal to the leasing costs, (B) an interest rate of 8% per annum, (C) the loan is payable in equal monthly installments of principal and interest, beginning on the first day of the first full calendar month of the term after the expiration of any applicable rent abatement periods and ending on the first day of the last scheduled month of the lease term (assuming the lease had not been cancelled) and (D) all payments were made before the cancellation 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 4 – 1640 Sepulveda
Historical and Current Occupancy
2021(1) 2022(1) 2023(1) Current(2)
73.8% 79.1% 70.7% 77.1%
(1)Historical Occupancies represent the average occupancy over the course of each respective year.
(2)Current Occupancy is as of April 10, 2024.

 

The following table presents certain information relating to the largest tenants based on net rentable area at the 1640 Sepulveda Property:

Tenant Summary(1)
Tenant Ratings
(Moody’s/S&P/Fitch)(2)
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF(3) UW Base Rent(3) % of Total
UW Base Rent(3)
Lease
Exp. Date
Therabody, Inc.(4) NR/NR/NR 15,442   9.8% $48.00 $741,216 10.7% 2/29/2032
Retropolis LLC dba Shout! Factory NR/NR/NR 15,019   9.5% $58.29 $875,511 12.6% 12/31/2025
Peter Millar(5) NR/NR/NR 10,618   6.7% $60.85 $646,134 9.3% 9/30/2029
More Better Industries NR/NR/NR 8,393   5.3% $48.00 $402,864 5.8% 12/8/2027
Link Entertainment(6) NR/NR/NR 7,991   5.1% $54.36 $434,391 6.3% 2/29/2032
Fusion Learning NR/NR/NR 7,723   4.9% $58.56 $452,259 6.5% 2/28/2029
Bluepath Solutions NR/NR/NR 7,101   4.5% $53.52 $380,046 5.5% 10/31/2027
Pacific Western Bank NR/NR/NR 6,759   4.3% $62.04 $419,328 6.0% 10/31/2027
Korshak, Kracoff, Kong & Sugano NR/NR/NR 6,433   4.1% $63.58 $409,002 5.9% 6/30/2025
Assistance in Marketing/Los Angeles, Inc. NR/NR/NR 6,374   4.0% $65.68 $418,614 6.0% 2/28/2025
Largest Tenants   91,853   58.2% $56.39 $5,179,365 74.6%  
Other Tenants   29,914   19.0% $59.10 $1,767,792 25.4%  
Occupied Collateral Total / Wtd. Avg.   121,767   77.1% $57.05 $6,947,157 100.0%  
Vacant Space   36,073   22.9%        
               
Collateral Total   157,840   100.0%        
               
(1)Based on the underwritten rent roll dated April 10, 2024.
(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.
(3)UW Base Rent PSF, UW Base Rent and % of Total UW Base Rent includes contractual rent steps totaling $155,375 through April 2025.
(4)Therabody has the right to terminate its lease as of the last day of the 66th lease month with a 12-month notice period and delivery of a cancellation fee equal to the amount that would be outstanding on a hypothetical loan on the cancellation date assuming (1) an original principal balance equal to the leasing costs (all leasing commissions and allowances (including the construction allowance) incurred by landlord in connection with leasing space to the tenant), (2) an interest rate of 6% per annum, (3) the loan is payable in equal monthly installments of principal and interest, beginning on the commencement date and ending on the first day of the last scheduled month of the lease term (assuming the lease had not been cancelled), and (4) all payments were made before the cancellation date.
(5)Peter Millar has the right to terminate its lease as of December 31, 2026 with a 12-month notice period and delivery of a cancellation fee equal to the sum of (1) 12 full calendar months of gross rent at the rate payable immediately following the cancellation effective date and (2) the amount that would be outstanding on a hypothetical loan on the cancellation date assuming (A) an original principal balance equal to the leasing costs, (B) an interest rate of 8% per annum, (C) the loan is payable in equal monthly installments of principal and interest, beginning on the first day of the first full calendar month of the term after the expiration of any applicable rent abatement periods and ending on the first day of the last scheduled month of the lease term (assuming the lease had not been cancelled), and (D) all payments were made before the cancellation date.
(6)Link Entertainment has the right to terminate its lease as of February 28, 2027 with a 12-month notice period and delivery of a cancellation fee, equal to the sum of (1) three full calendar months of basic rent at the rate payable immediately following the cancellation effective date and (2) the amount that would be outstanding on a hypothetical loan on the cancellation date assuming (A) an original principal balance equal to the leasing costs, (B) an interest rate of 10% per annum, (C) the loan is payable in equal monthly installments of principal and interest, beginning on the first day of the first full calendar month of the term after the expiration of any applicable rent abatement periods and ending on the first day of the last scheduled month of the lease term and (D) all payments were made before the cancellation 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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No. 4 – 1640 Sepulveda

The following table presents certain information relating to tenant lease expirations at the 1640 Sepulveda Property: 

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(3) % of UW Base Rent Expiring(3) Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(3) Cumulative % of UW Base Rent Expiring(3)
Vacant NAP 36,073 22.9 % NAP NA P 36,073 22.9% NAP NAP
2024 & MTM 2 428 0.3   $0 0.0 % 36,501 23.1% $0 0.0%
2025 4 34,167 21.6   $2,097,284 30.2   70,668 44.8% $2,097,284 30.2%
2026 2 7,635 4.8   $485,766 7.0   78,303 49.6% $2,583,050 37.2%
2027 3 22,253 14.1   $1,202,238 17.3   100,556 63.7% $3,785,287 54.5%
2028 3 11,437 7.2   $649,531 9.3   111,993 71.0% $4,434,819 63.8%
2029 3 19,846 12.6   $1,170,633 16.9   131,839 83.5% $5,605,452 80.7%
2030 1 2,568 1.6   $166,098 2.4   134,407 85.2% $5,771,550 83.1%
2031 0 0 0.0   $0 0.0   134,407 85.2% $5,771,550 83.1%
2032 2 23,433 14.8   $1,175,607 16.9   157,840 100.0% $6,947,157 100.0%
2033 0 0 0.0   $0 0.0   157,840 100.0% $6,947,157 100.0%
2034 & Beyond 0 0 0.0   $0 0.0   157,840 100.0% $6,947,157 100.0%
Total 20 157,840 100.0 % $6,947,157 100.0 %        
(1)Based on the underwritten rent roll dated April 10, 2024.
(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 Rollover Schedule.
(3)UW Base Rent Expiring, % of UW Base Rent Expiring, Cumulative UW Base Rent Expiring and Cumulative % of UW Base Rent Expiring include contractual rent steps totaling $155,375 through April 2025.

 

 

The following table presents certain information relating to operating history and underwritten cash flows at the 1640 Sepulveda Property: 

Underwritten Net Cash Flow
  2021 2022 2023 TTM(1) Underwritten Per Square Foot %(2)
Rents in Place $5,715,841 $6,423,901 $6,064,435 $6,057,344 $6,791,782 $43.03 78.2 %
Rent Steps(3) 0 0 0 0 155,375 0.98 1.8  
Vacancy Gross Up 0 0 0 0 1,659,511 10.51 19.1
Gross Potential Rent $5,715,841 $6,423,901 $6,064,435 $6,057,344 $8,606,668 $54.53 99.0 %
Total Reimbursements 228,503 189,981 203,869 203,431 82,844 0.52 1.0  
Net Rental Income $5,944,344 $6,613,882 $6,268,304 $6,260,775 $8,689,511 $55.05 100.0 %
(Vacancy/Abatements) (102,170) (224,765) (347,110) (331,611) (1,659,511) (10.51) (19.1 )
Other Income(4) 672,629 872,310 762,186 764,638 764,638 4.84 8.8
Effective Gross Income $6,514,803 $7,261,426 $6,683,380 $6,693,802 $7,794,639 $49.38 89.7 %
Total Expenses 2,833,225 3,077,714 3,222,936 3,162,427 2,578,587 $16.34 33.1 %
Net Operating Income(5) $3,681,578 $4,183,712 $3,460,444 $3,531,375 $5,216,052 $33.05 66.9 %
Capital Expenditures 0 0 0 0 31,568 0.20 0.4
TI/LC(6) 0 0 0 0 0 0.00 0.0
Net Cash Flow $3,681,578 $4,183,712 $3,460,444 $3,531,375 $5,184,484 $32.85 66.5 %
(1)Represents the trailing 12-months ended January 31, 2024.
(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)Represents contractual rent steps through April 2025.
(4)Other Income includes parking and storage income.
(5)Underwritten Net Operating Income is greater than TTM Net Operating Income primarily due to 25,340 square feet (16.1% of net rentable area) of new leases commencing in 2024, an approximately $545,000 reduction in underwritten tax expense based on the Proposition 13 reassessment projection, and underwritten rent steps totaling $155,375 through April 2025.
(6)Underwritten TI/LC includes a credit for the upfront $2,800,000 rollover reserve, which offsets the underwritten TI/LC expense down to $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.

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No. 4 – 1640 Sepulveda

Environmental. According to Phase I environmental site assessment dated December 1, 2023, there was no evidence of any recognized environmental conditions at the 1640 Sepulveda Property.

The Market. The 1640 Sepulveda Property is located in Los Angeles, California, approximately 12 miles west of downtown Los Angeles. Primary access is provided by Santa Monica Boulevard, Interstate 405 and Interstate 10. The 1640 Sepulveda Property is located adjacent to two bus stations that provide access to routes served by the Culver CityBus and the LA Metro Bus. The top industries in the Los Angeles metropolitan statistical area are trade/transportation/utilities, leisure/hospitality and manufacturing. The top employers include Disney Resorts, University of California Irvine, St. Joseph Health and Cedars-Sinai Medical Center.

According to the appraisal, the 2023 estimated population within a one-, three- and five-mile radius of the 1640 Sepulveda Property was 48,051, 274,481 and 608,949, respectively. The 2023 estimated median household income within the same radii was $101,357, $107,967 and $108,523, respectively.

According to the appraisal, the 1640 Sepulveda Property is situated in the Westwood office submarket, which contained approximately 8.5 million square feet of office space as of the fourth quarter of 2023. The Westwood office submarket reported a vacancy rate of 17.1%, with an average rental rate of $51.67 per square foot. The appraiser concluded to a market rent of $51.60 per square foot for low-rise floors and $56.40 per square foot for the high-rise floors at the 1640 Sepulveda Property.

The following table presents certain information relating to comparable office sales for the 1640 Sepulveda Property:

Comparable Sales Summary(1)
Property Name Location Rentable Area (SF) Sale Date Sale Price Sale Price (PSF) Cap Rate
1640 Sepulveda Los Angeles, CA 157,840(2)        
Pen Factory Santa Monica, CA 222,000 Aug-23 $165,000,000 $743 8.5%
One Culver Culver City, CA 395,272 Mar-22 $500,000,000 $1,265 4.5%
5005 McConnell Ave Los Angeles, CA 56,306 Mar-22 $58,700,000 $1,043 5.2%
The Post Beverly Hills, CA 102,541 Oct-21 $153,200,000 $1,494 4.9%
1440 S. Sepulveda Blvd. Los Angeles, CA 112,000 Jan-21 $65,000,000 $580 NAV
(1)Information obtained from the appraisal.
(2)Information obtained from the underwritten rent roll dated April 10, 2024.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 4 – 1640 Sepulveda

The following table presents certain information relating to comparable office leases for the 1640 Sepulveda Property:

Comparable Leases Summary(1)
Property Name/Location Year Built Total GLA (SF) Tenant Name Lease Term (Years) Tenant Size (SF) Annual Base Rent PSF Lease Type
1640 Sepulveda 1987 157,840(2) Therabody, Inc. 7.5(2) 15,442(2) $48.00(2) FSG(2)
1640 South Sepulveda Boulevard
Los Angeles, CA
Westwood Gateway II North 1988 296,496 Air Charter Service California 5.4 6,024 $61.20 FSG
11150 Santa Monica Blvd
Los Angeles, CA
8461-8463 Higuera St 2023 36,095 Kakao Entertainment America 3.2 6,705 $58.80 FSG
8461 Higuera Street
Culver City, CA
1950 Sawtelle 1988 106,349 LMI Inc 1.5 3,238 $52.20 FSG
1950 Sawtelle Blvd
Los Angeles, CA
Culver 400 1988 165,898 Corgan Associates 2.0 2,762 $48.00 FSG
400 Corporate Pointe
Culver City, CA
(1)   Information obtained from the appraisal, unless otherwise indicated.
(2)   Information obtained from the underwritten rent roll dated April 10, 2024.

The Borrower. The borrower is 1640 Sepulveda Property, LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1640 Sepulveda Mortgage Loan.

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors are Justin Loiacono, Joon Choi, Paul Miszkowicz, Jerome Fink, Derek Chen and David See Young Kim. Justin Loiacono, Joon Choi and Paul Miszkowicz are principals of Harbor Associates. Jerome Fink, Derek Chen and David See Young Kim are co-founders and managing partners of The Bascom Group, an affiliate of Harbor Associates. Harbor Associates was founded in 2015 and has acquired over 4.0 million square feet of office, flex, industrial, life science and retail properties since inception. Additionally, Jeffrey Frieden and Robert Friedman of F&F Capital Group hold equity in the borrower as part of a joint venture with Harbor Associates. The 1640 Sepulveda Property was recapitalized by its prior owners in 2018 and 2019 in connection with a prior loan secured by the 1640 Sepulveda Property. The borrower sponsors purchased the related note in December 2023, as the prior lender assigned its interest in the note to an affiliate and simultaneously executed a deed in lieu of foreclosure to effectuate a transfer between the borrower sponsors and the borrower sponsors’ special purpose entity. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

Property Management. The 1640 Sepulveda Property is managed by Tiarna Real Estate Services, Inc., a third-party property manager.

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $19,497 into an insurance reserve, $170,625 into a deferred maintenance reserve, $2,800,000 into a rollover reserve, approximately $357,930 into an outstanding TI/LC reserve, and approximately $984,104 into a free rent reserve. The 1640 Sepulveda Mortgage Loan documents provide that the borrower may elect to replace such $2,800,000 upfront rollover reserve with a letter of credit.

Real Estate Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12th of estimated annual real estate taxes (initially approximately $100,237).

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the estimated annual insurance premium (initially approximately $6,499).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 4 – 1640 Sepulveda

Replacement Reserve – On a monthly basis, the borrower is required to escrow approximately $2,631 into a replacement reserve (equal to $0.20 per square foot annually).

Rollover Reserve – On a monthly basis, the borrower is required to escrow approximately $19,731 into a TI/LC reserve (equal to $1.50 per square foot annually). 

Lockbox / Cash Management. The 1640 Sepulveda Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower is required to cause all rents to be transmitted directly by tenants at the 1640 Sepulveda Property into a lender-controlled lockbox account. In addition, the borrower is required to cause all rents received by the borrower or the property manager with respect to the 1640 Sepulveda Property to be deposited into such lockbox account within two business days of receipt. All amounts in the lockbox account are remitted on a daily basis to the borrower at any time other than during the continuance of a Cash Management Period (as defined below). Upon the occurrence and during the continuance of a Cash Management Period, all amounts are required to be remitted to a lender-controlled cash management account on a daily basis to be applied and disbursed in accordance with the 1640 Sepulveda Mortgage Loan documents. During the continuance of a Cash Management Period, all excess cash flow funds remaining in the cash management account, after the application of such funds in accordance with the 1640 Sepulveda Mortgage Loan documents, will be deposited (i) during the continuance of a Cash Management Period solely as a result of a Trigger Lease Sweep Period (as defined below), in a special rollover reserve subaccount or (ii) otherwise, into the cash collateral subaccount.

A “Cash Management Period” will commence upon the occurrence of any of the following: (i) the stated maturity date, (ii) an event of default, (iii) if, as of the last day of any calendar quarter, the net cash flow debt service coverage ratio (“DSCR”) is less than 1.40x, (iv) if, as of the last day of any calendar quarter, the net cash flow debt yield is less than 9.0%, or (v) the commencement of a Trigger Lease Sweep Period; and ends upon the lender giving notice to the clearing bank that the sweeping of funds into the cash management account may cease, which notice the lender will only be required to give if (1) the 1640 Sepulveda Mortgage Loan and all other obligations under the 1640 Sepulveda Mortgage Loan documents have been repaid in full or (2) the stated maturity date has not occurred, and with respect to the matter described in (A) clause (ii) above, such event of default is no longer continuing and no other default or event of default has occurred and is continuing, (B) clause (iii) above, the lender has determined that the 1640 Sepulveda Property has achieved a DSCR of at least 1.42x as of the last day of any calendar quarter for two consecutive calendar quarters, (C) clause (iv) above, the lender has reasonably determined that the 1640 Sepulveda Property has achieved a debt yield of at least 10.0% as of the last day of any calendar quarter for two consecutive calendar quarters or (D) clause (v) above, such Trigger Lease Sweep Period has ended.

A Trigger Lease Sweep Period” commences upon the occurrence of any of the following: (i) the date that is 12 months prior to the end of the term of any Trigger Lease (as defined below) (including any renewal terms); (ii) the date required under a Trigger Lease by which the applicable tenant is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised) or the date that any tenant under a Trigger Lease gives notice of its intention not to renew or extend its Trigger Lease; (iii) 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); (iv) any tenant under a Trigger Lease has discontinued its business in any material portion of its premises or gives notice that it intends to do the same; (v) the occurrence and continuance (beyond any applicable notice and cure periods) of a default under any Trigger Lease by the applicable tenant thereunder; or (vi) the occurrence of an insolvency or bankruptcy proceeding, among other things, by any tenant under a Trigger Lease or the lease guarantor under a Trigger Lease, as described in the 1640 Sepulveda Mortgage Loan documents (“Trigger Tenant Insolvency Proceeding”). Notwithstanding the foregoing, no Trigger Lease Sweep Period will commence if, as determined by the lender in its reasonable discretion, as of the last day of any calendar quarter, after excluding the respective Trigger Lease from the calculation, (i) the net cash flow DSCR is greater than 1.40x, (ii) the net cash flow debt yield is greater than 11.0% and (iii) at least 80% of the rentable square footage of the 1640 Sepulveda 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.

A Trigger Lease Sweep Period ends upon the occurrence of any of the following, with respect to a Trigger Lease Sweep Period caused by a matter described in: (1) clauses (i), (ii), (iii) or (iv) above, upon the earlier to occur of the date on which

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 4 – 1640 Sepulveda

(A) sufficient funds have been accumulated in the special rollover reserve subaccount to pay for all anticipated expenses in connection with the re-leasing of the space under the applicable lease(s) that gave rise to the subject Trigger Lease Sweep Period, including brokerage commissions and tenant improvements, and any anticipated shortfalls of payments required during any period of time that rents are insufficient as a result of down-time or free rent periods, (B) the subject tenant irrevocably exercises its renewal or extension option (or otherwise enters into an extension agreement with the borrower and acceptable to the lender) with respect to all of the space demised under its Trigger Lease, and in the lender’s reasonable judgment, sufficient funds have been accumulated in the special rollover reserve subaccount (during the continuance of the subject Trigger Lease Sweep Period) to pay for all anticipated approved leasing expenses for such Trigger Lease and any other anticipated expenses in connection with such renewal or extension or (C) all of the space demised under the subject Trigger Lease 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 all approved leasing expenses (and any other expenses in connection with the re-tenanting of such space) have been paid in full; (2) clause (v) above, if the subject tenant default has been cured, and no other tenant default has occurred for a period of three consecutive months following such cure; or (3) clause (vi) above, if the applicable Trigger Tenant Insolvency Proceeding has terminated and the applicable Trigger Lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender.

Trigger Lease” means (i) the Therabody lease, (ii) the Peter Millar lease and (iii) any other lease which, individually or together with any other lease(s) leased by such tenant and/or its affiliates, covers, in the aggregate, 10% or more rentable square feet and/or more than 10% of the total annual rents at the 1640 Sepulveda Property.

Subordinate Debt and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not permitted.

Partial Release. Not permitted.

Ground Lease. None.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 5 – University Pointe

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 5 – University Pointe

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 5 – University Pointe

Mortgage Loan Information   Property Information
Mortgage Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $35,850,000   Title: Fee
Cut-off Date Principal Balance(1): $35,850,000   Property Type – Subtype: Multifamily – Student Housing
% of Pool by IPB: 4.5%   Net Rentable Area (Beds): 877
Loan Purpose: Refinance   Location: Davie, FL
Borrowers: Nob Hill Partners, LLC and Broward Student Housing, LLC   Year Built / Renovated: 2019 / NAP
Borrower Sponsors: Robert Konig and Steven Krausman   Occupancy(3): 98.1%
Interest Rate: 6.70000%   Occupancy Date: 4/4/2024
Note Date: 5/16/2024   4th Most Recent NOI (As of)(4): NAV
Maturity Date: 6/6/2029   3rd Most Recent NOI (As of)(4): NAV
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $8,127,143 (12/31/2023)
Original Term: 60 months   Most Recent NOI (As of)(5): $8,192,053 (TTM 3/31/2024)
Original Amortization: None   UW Economic Occupancy: 95.0%
Amortization Type: Interest Only   UW Revenues: $15,552,873
Call Protection: YM1(53),O(7)   UW Expenses: $5,357,805
Lockbox / Cash Management: Springing   UW NOI(5): $10,195,067
Additional Debt(1): Yes   UW NCF: $10,096,983
Additional Debt Balance(1): $50,000,000   Appraised Value / Per Bed: $157,400,000 / $179,475
Additional Debt Type(1): Pari Passu   Appraisal Date: 4/22/2024
         

 

Escrows and Reserves(2)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $97,891
Taxes: $581,528 $145,382 N/A   Maturity Date Loan / Bed: $97,891
Insurance: $633,393 $70,377 N/A   Cut-off Date LTV: 54.5%
Replacement Reserves: $0 $5,595 N/A   Maturity Date LTV: 54.5%
TI / LC: $0 $2,579 N/A   UW NCF DSCR: 1.73x
Deferred Maintenance: $0 $0 N/A   UW NOI Debt Yield: 11.9%

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan $85,850,000 100.0%   Loan Payoff $61,152,998 71.2%
        Return of Equity 18,433,215 21.5
        Closing Costs(6) 5,048,866 5.9
        Upfront Reserves 1,214,921 1.4
Total Sources $85,850,000 100.0%   Total Uses $85,850,000 100.0%
(1)The University Pointe Mortgage Loan (as defined below) is part of a whole loan evidenced by two pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $85,850,000 (the “University Pointe Whole Loan”). The Financial Information in the chart above reflects the University Pointe Whole Loan.
(2)See “Escrows and Reserves”.
(3)Occupancy is based on 877 beds and does not include the 30,943 square feet of ground floor retail space at the University Pointe Property (as defined below). The retail component is 84.2% occupied as of February 13, 2024.
(4)4th Most Recent NOI and 3rd Most Recent NOI are not available because the units at the University Pointe Property were opened in phases beginning in 2019, with the final phase coming online in August 2022.
(5)The increase from Most Recent NOI to UW NOI is primarily attributable to underwritten commercial income of $920,064 and straight line rent increases of $632,484 related to the NSU (as defined below) lease.
(6)Closing Costs include a rate buydown of $3,434,000.

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

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The Loan. The University Pointe mortgage loan (the “University Pointe Mortgage Loan”) is part of the University Pointe Whole Loan secured by the borrowers’ fee interest in a Class A, 877-bed, 250-unit, student housing property, with 30,943 square feet of ground floor retail space, located in Davie, Florida (the “University Pointe Property”). The University Pointe Whole Loan is comprised of two pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $85,850,000. The University Pointe Whole Loan accrues interest at a fixed rate of 6.70000% per annum. The University Pointe Whole Loan has an initial term of five years, is interest-only for the full term and accrues interest on an Actual/360 basis. The University Pointe Mortgage Loan is evidenced by the non-controlling Note A-2, with an aggregate outstanding principal balance as of the Cut-off Date of $35,850,000. The remaining controlling Note A-1 is currently held by Citi Real Estate Funding Inc. (“CREFI”) and is expected to be contributed to one or more future securitization trust(s). The University Pointe Whole Loan is expected to be serviced pursuant to the pooling and servicing agreement for the BBCMS 2024-5C27 securitization trust, until the controlling Note A-1 is securitized, whereupon the University Pointe Whole Loan will be serviced pursuant to the pooling and servicing agreement for such future securitization. The relationship between the holders of the University Pointe Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance          Note Holder Controlling Piece
A-1(1) $50,000,000 $50,000,000   CREFI Yes
A-2 $35,850,000 $35,850,000   BBCMS 2024-5C27 No
Whole Loan $85,850,000  $85,850,000      
(1)Expected to be contributed to one or more future securitization trust(s).

 

The Property. The University Pointe Property is a Class A, 877-bed, 250-unit, student housing property, with 30,943 square feet of ground floor retail space located at 6350 Griffin Road in Davie, Florida. The University Pointe Property was originally constructed in 2019 on a 9.58-acre site and was opened in phases from April 2019 to August 2022. The University Pointe Property is comprised of six, four-story apartment buildings and one, five-story residential building attached to a seven-level parking garage. Amenities at the University Pointe Property include a clubhouse/leasing office, stainless steel appliances, garage parking, free internet, a campus shuttle, on-site security, in-unit washer and dryers, a study lounge, private study rooms, a computer lab, fitness center, outdoor kitchen and barbecue area and a swimming pool. As of April 4, 2024, the residential component of the University Pointe Property was 98.1% occupied.

 

The University Pointe Property is located approximately 1.5 miles southeast from Nova Southeastern University (“NSU”), and according to the appraisal is the only off-campus purpose-built student housing project in the market serving NSU, Florida Atlantic University – Davie Campus, University of Florida Davie Extension Campus, and Broward College. The University Pointe Property is a direct provider of housing to NSU with a rental lease in place for 380 beds (43.3% of beds and 41.3% of underwritten base rent) through July 31, 2027. All student leases at the University Pointe Property require parental guarantees, unless the tenant can meet certain income requirements or place a two-month deposit. Additionally, the borrowers have a lease in place with Carnival Cruise Line (“Carnival”) for 64 beds (7.3% of beds and 7.0% of underwritten base rent) through July 31, 2027.

 

The University Pointe Property also includes 30,943 square feet of ground floor retail space, which as of February 13, 2024 was 84.2% occupied by a granular rent roll of 13 tenants with an average base rent of $28.05 per square foot. Total commercial income represents 5.9% of underwritten effective gross income at the University Pointe Property. No commercial tenant accounts for more than 12.6% of commercial rent or 11.4% of commercial NRA. The commercial tenant base consists of, among others, multiple restaurant tenants, medical tenants and a fitness studio.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 5 – University Pointe

 

Unit Mix(1)
Unit Type # of Units # of Beds Occupied Beds Occupancy Average Unit Size (SF) Average Monthly Rental Rate Per Bed(2) Average Monthly Market Rent Per Bed(3) Average Monthly Rental Rate Per Unit(4) Average Monthly Market Rent Per Unit(3)
1x1 Market – Layout 1 15 15 15 100.0 611 $2,382 $2,223 $2,382 $2,223
1x1 Market – Layout 2 6 6 5 83.3 1,500 $2,922 $2,922 $2,922 $2,922
2x2 Market 10 20 15 75.0 826 $1,618 $1,618 $3,243 $3,236
3x3 Market 20 60 56 93.3 1,100 $1,376 $1,328 $4,155 $3,984
4x4 Market – Layout 1 71 284 277 97.5 1,307 $1,226 $1,167 $4,918 $4,667
4x4 Market – Layout 2 12 48 48 100.0% 1,356 $1,507 $1,506 $6,027 $6,024
2x2 NSU(5) 6 12 12 100.0 826 $1,365 $1,316 $2,731 $2,632
3x3 NSU(5) 8 24 24 100.0 1,044 $1,343 $1,255 $4,029 $3,765
4x4 NSU – Layout 1(5) 30 120 120 100.0 1,309 $1,100 $1,055 $4,398 $4,218
4x4 NSU – Layout 2(5) 56 224 224 100.0 1,323 $1,390 $1,350 $5,562 $5,399
4x4 Carnival(6) 16 64 64 100.0 1,304 $1,302 $1,225 $5,208 $4,900
Total/Wtd. Avg. 250 877 860 98.1% 1,220 $1,321 $1,277 $4,722 $4,479
(1)Based on the underwritten rent roll dated April 4, 2024.
(2)Average Monthly Rental Rate Per Bed excludes four employee occupied beds for which no underwritten base rent is attributable.
(3)Source: Appraisal.
(4)Average Monthly Rental Rate Per Unit is based on units with all beds occupied and excludes four employee occupied units for which no underwritten base rent is attributable.
(5)Unit Types designated as “NSU” are under a lease with NSU through July 31, 2027. The NSU lease permits the units at the University Pointe Property to be terminated as follows: (i) up to 10 units in any year of the term, upon three months’ notice and payment of 30 days’ rent per bed in the terminated unit plus a termination fee of $500 per unit, and (ii) any additional units in such year upon 18 months’ notice.
(6)Unit Types designated as “Carnival” are under a lease with Carnival through July 31, 2027. The Carnival lease permits Carnival to terminate its lease on the following terms: (i) prior to August 1, 2025, up to five units may be terminated upon payment of four months’ rent, and six or more units may be terminated only upon full payment of the lease, (ii) on and after August 1, 2025, up to five units may be terminated upon nine months’ notice with no termination fee, and six or more units may be terminated upon nine months’ notice with a termination fee equal to one-half month of rent, and (iii) after January 1, 2026, up to 12 units may be terminated upon nine months’ notice with a termination fee equal to one-half month of rent, and any additional units may be terminated upon 12 months’ notice with a termination fee equal to one and one-half month of rent.

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

Commercial Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant NAP 4,885 15.8 % NAP  NAP 4,885   15.8%   NAP  NAP
2024 0 0 0.0   0    0.0% 4,885   15.8%   $0 0.0%
2025 0 0 0.0   0    0.0% 4,885   15.8%   $0 0.0%
2026 0 0 0.0   0    0.0% 4,885   15.8%   $0 0.0%
2027 1 3,187 10.3   85,588  11.7% 8,072   26.1%   $85,588 11.7%
2028 2 3,104 10.0   83,740  11.5% 11,176   36.1%   $169,328 23.2%
2029 7 12,905 41.7   368,746  50.4% 24,081   77.8%   $538,074 73.6%
2030 0 0 0.0   0    0.0% 24,081   77.8%   $538,074 73.6%
2031 1 3,532 11.4   92,390  12.6% 27,613   89.2%   $630,464 86.3%
2032 2 3,330 10.8   100,504  13.7% 30,943   100.0%   $730,968 100.0%
2033 0 0 0.0   0    0.0% 30,943   100.0%   $730,968 100.0%
2034 0 0 0.0   0    0.0% 30,943   100.0%   $730,968 100.0%
2035 & Beyond 0 0 0.0   0    0.0% 30,943   100.0%   $730,968 100.0%
Total 13 30,943 100.0 % $730,968 100.0%        
(1)Based on the underwritten rent roll dated February 13, 2024, inclusive of $20,309 of contractual rent steps though May 1, 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 5 – University Pointe

Environmental. According to the Phase I environmental site assessment dated February 16, 2024, there was no evidence of any recognized environmental conditions at the University Pointe Property.

 

Historical and Current Occupancy(1)
  2023(2) Current(3)
University Pointe 98.9% 98.1%
(1)Historical occupancies prior to 2023 are not available because the units at the University Pointe Property were opened in phases with the final phase coming online in August 2022.
(2)2023 occupancy represents the annual average occupancy of the University Pointe Property in 2023.
(3)Current occupancy is as of April 4, 2024.

 

 

Operating History and Underwritten Net Cashflow(1)
  2023 TTM 3/31/2024 (2) Underwritten (2) Per Bed    %(3)
Residential Base Rent $12,531,533 $12,647,752 $13,572,461 $15,476 88.3 %
Commercial Base Rent 0 0   730,968   $833 4.8  
Nova Straight Line Increase 0 0   632,484   $721 4.1  
Potential Income from Vacant Space 0 0   431,116   $492 2.8  
Gross Potential Rent $12,531,533 $12,647,752   $15,367,029   $17,522 100.0 %
Other Income(4) 829,008 858,492   1,047,588   $1,195 6.8
(Vacancy/Credit Loss) (150) (700)   (861,744)   (983) (5.6 )
Effective Gross Income $13,360,391 $13,505,544   $15,552,873   $17,734 101.2 %
Management Fee(5) 529,076 532,650   466,586   $532 3.0  
Real Estate Taxes 1,406,549 1,559,049   1,594,843   $1,819 10.3  
Insurance 651,490 651,081   804,309   $917 5.2  
Other Expenses(6) 2,646,133 2,570,710   2,492,067   $2,842 16.0  
Total Expenses $5,233,248 $5,313,490   $5,357,805   $6,109 34.4 %
Net Operating Income $8,127,143 $8,192,053   $10,195,067   $11,625 65.6 %
Capital Expenditures 0 0   67,141   $77 0.4  
TI/LC 0 0   30,943   $35 0.2  
Net Cash Flow $8,127,143 $8,192,053   $10,096,983   $11,513 64.9 %
(1)Historical cashflows prior to 2023 are not available because the units at the University Pointe Property were opened in phases beginning in 2019 with the final phase coming online in August 2022.
(2)The increase from TTM 3/31/2024 to Underwritten NOI is primarily attributable to underwritten commercial income of $920,064 and straight line rent increases of $632,484 related to the NSU lease.
(3)The % column represents percentage of Gross Potential Rent for all revenue lines and represents percentage of Effective Gross Income for the remainder of the fields.
(4)Other Income consists of lease fees, application fees, forfeited deposits, late charges, RUBS and miscellaneous income.
(5)The University Pointe Property is self-managed. Management Fees are underwritten to 3.0% of Underwritten Effective Gross Income. Historical Management Fee consists of corporate employee payroll expenses, their affiliated additional fees, and consulting fees.
(6)Other Expenses consist of utilities, general & administrative, repairs and maintenance, payroll & benefits, advertising and marketing.

 

The Market. The University Pointe Property is located at 6350 Griffin Road in Davie, Florida. There are four colleges/universities located within Davie including NSU, Florida Atlantic University – Davie Campus, University of Florida Davie Extension Campus and Broward College. Founded in 1964, NSU is a private school that offers more than 280 undergraduate, graduate and professional degree programs to 6,217 undergraduate students and 3,341 graduate students on its main Fort Lauderdale campus, which is located approximately 1.4 miles away from the University Pointe Property.

 

According to the appraisal, the University Pointe Property is located in the Plantation/Davie/Weston (“P/D/W”) apartment submarket of the Fort Lauderdale MSA. As of December 31, 2023, the P/D/W apartment submarket had a total inventory of 19,710 units, a vacancy rate of 5.7% and effective rent of $2,469 per unit. Additionally, the P/D/W submarket experienced positive net absorption of 640 units in 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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According to the appraisal, the 2023 population within a one-, three- and five-mile radius of the University Pointe Property was 15,307, 121,702 and 357,592, respectively. The 2023 average household income within the same radii was $83,016, $103,696 and $103,383, respectively.

 

The following table presents certain information relating to comparable student housing properties to the University Pointe Property:

 

Student Housing Rent Comparables(1)

 

Property Name

Year Built / Renovated

 

Occupancy

Number of Beds

Average Rent Per

Bed

University Pointe 2019 / NAP 98.1%(2)(3) 877(2) $1,321(2)(4)
The Yard University Apartments 1969 / 2020 98% 50 $1,325
University Park Student Housing 2015 / NAP 95% 598 $1,363
109 Tower 2014 / NAP 100% 542 $1,101
Identity Miami 2019 / NAP 98% 621 $1,360
4th Street Commons 2015 / NAP 99% 562 $933
The One At University City 2020 / NAP 99% 1,244 $1,526
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated April 4, 2024.
(3)Occupancy is based on 877 beds and does not include the 30,943 square feet of ground floor retail space at the University Pointe Property. The retail component is 84.2% occupied as of February 13, 2024.
(4)Average Rent Per Bed for the University Pointe Property excludes four employee beds for which no underwritten base rent is attributable.

 

The Borrowers. The borrowers are Nob Hill Partners, LLC and Broward Student Housing, LLC, each a Florida limited liability company and single purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the University Pointe Whole Loan.

 

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors are Robert Konig and Steven Krausman, who are experienced owners and operators of commercial real estate. Steven Krausman is an entrepreneur, holding interests in seven commercial real estate properties including student housing, office, retail and multifamily properties.

 

Property Management. The University Pointe Property is self-managed with no formal management agreement.

 

Escrows and Reserves. At origination, the borrowers deposited approximately (i) $581,528 into a reserve account for real estate taxes and (ii) $633,393 into a reserve account for insurance premiums.

 

Tax Escrows – On a monthly basis, the borrowers are required to deposit into a real estate tax reserve 1/12th of the property taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $145,382).

 

Insurance Escrows – On a monthly basis, the borrowers are required to deposit into an insurance reserve 1/12th of the amount that will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $70,377).

 

Replacement Reserves – On a monthly basis, the borrowers are required to deposit approximately $5,595 into a replacement reserve.

 

TI / LC Reserve – On a monthly basis, the borrowers are required to deposit into a tenant improvements and leasing commissions reserve account approximately $2,579, for tenant improvements and leasing commissions incurred with respect to the University Pointe 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.

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Lockbox / Cash Management. The University Pointe Whole Loan is structured with a springing lockbox and springing cash management. On the first occurrence of a Trigger Period (as defined below), the borrowers are required to establish a lender-controlled lockbox account, and are thereafter required to deposit, or cause the property manager to immediately deposit, all revenue received by the borrowers or the property manager, as applicable, into such lockbox. Within five days after the first occurrence of a Trigger Period, the borrowers are required to deliver a notice to all tenants under non-residential leases at the University Pointe Property directing them to remit rent and all other sums due under the applicable lease directly to the lender-controlled lockbox account. All funds deposited into the lockbox are required to be transferred on each business day to, or at the direction of, the borrowers, unless a Trigger Period exists and the lender elects, in its sole and absolute discretion, to deliver a restricted account notice to the institution maintaining the lockbox account, in which case all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with the University Pointe Whole Loan documents. To the extent that a Trigger Period continues to exist, all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the University Pointe Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the University Pointe Whole Loan.

 

Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the University Pointe Whole Loan documents, (ii) the debt service coverage ratio (“DSCR”) being less than 1.20x and (iii) the occurrence of a Specified Tenant Trigger Period (as defined below) (provided, however, that no Trigger Period will exist pursuant to this clause (iii) if, and so long as, the Trigger Period Avoidance Conditions (as defined below) are satisfied), and (B) expiring upon, with regard to (x) clause (i) above, the cure of such event of default under the University Pointe Whole Loan documents, (y) clause (ii) above, the date that the DSCR is equal to or greater than 1.25x for two consecutive calendar quarters and (z) clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

 

Trigger Period Avoidance Conditions” means that the borrowers deposit into the excess cash flow account an amount equal to the next 18 months of full, unabated rent payments from the applicable Specified Tenant (as defined below) due pursuant to the Specified Tenant lease that triggered such Specified Tenant Trigger Period; provided that in connection with any such scheduled rent increases pursuant to the Specified Tenant lease, in order for the Trigger Period Avoidance Conditions to continue to be satisfied, the borrowers will be required to make a true up payment into the excess cash flow account such that the amount on deposit therein equals or exceeds an amount equal to the next 18 months of full, unabated rent payments from such Specified Tenant.

 

Specified Tenant Trigger Period” means a period: (A) commencing upon the first to occur of (i) a Specified Tenant giving notice that it is terminating more than 10 residential units subject to the applicable Specified Tenant lease, (ii) any termination or cancellation of more than 10 residential units subject to the Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or more than 10 residential units subject to the Specified Tenant lease failing to otherwise be in full force and effect (any such occurrence in subsection (i) or (ii) above, a “Termination Trigger Event”), or (iii) any Specified Tenant failing to extend or renew the applicable Specified Tenant lease on or prior to the applicable Specified Tenant extension deadline in accordance with the applicable terms and conditions thereof for the applicable Specified Tenant Renewal Term (as defined below) (any such occurrence, a “Renewal Trigger Event”); and (B) expiring upon the lender’s receipt of evidence reasonably acceptable to the lender of the first to occur of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) the borrowers leasing the entire Specified Tenant space, or applicable portion thereof, in accordance with the applicable terms and conditions of the University Pointe Whole Loan documents, with the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised under their lease(s), open to the public for business in such space and paying the full amount of rent due under such lease(s), or any free rent is deposited with the lender.

 

Specified Tenant Cure Conditions” means each of the following, as applicable: (i) the Specified Tenant has cured all defaults under the applicable Specified Tenant lease; (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant space, or applicable portion thereof; (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect; (iv) the date that the DSCR is equal to or greater than 1:30x for one calendar quarter; (v) in the event the Specified Tenant Trigger Period is due to a Renewal Trigger Event, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant lease in accordance with the terms of the University Pointe Whole Loan documents and such lease for the applicable Specified Tenant Renewal Term; (vi) 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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No. 5 – University Pointe

applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease, or any free rent is deposited with the lender; or (vii) in the event the Specified Tenant Trigger Period is due to a Termination Trigger Event, the number of residential units subject to the applicable Specified Tenant lease is equal to or greater than the minimum occupancy requirement.

 

Specified Tenant” means, as applicable, (i) Carnival, a division of Carnival Corporation, a Panamanian corporation, together with any successor and/or assigns thereof in accordance with the terms of the University Pointe Whole Loan documents, (ii) NSU, together with any successor and/or assigns thereof in accordance with the terms of the University Pointe Whole Loan documents, (iii) any other lessees of the space leased to a Specified Tenant as of the origination date, or any portion thereof, (iv) any guarantor of any Specified Tenant lease and (v) any parent company of any such Specified Tenant, and any affiliate providing credit support for, or guarantor of, any such Specified Tenant lease.

 

Specified Tenant Renewal Term” means (i) with respect to any Specified Tenant other than NSU and Carnival, a minimum of two years following the maturity date of the University Pointe Whole Loan, and (ii) with respect to NSU and Carnival, a renewal term that when added to the remaining term of the applicable Specified Tenant lease is greater than 18 months.

 

Subordinate and Mezzanine Debt. None.

 

Permitted Future Mezzanine Debt. Not permitted.

 

Partial Release. Not permitted.

 

Ground Lease. The University Pointe Property is subject to a ground lease between Nob Hill Partners, LLC, a co-borrower as landlord, and Broward Student Housing, LLC, a co-borrower as 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.

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No. 6– BPW Houston Multifamily Portfolio

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 6– BPW Houston Multifamily Portfolio

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 6– BPW Houston Multifamily Portfolio
Mortgage Loan Information   Property Information
Mortgage Loan Seller: SMC   Single Asset / Portfolio: Portfolio
Original Principal Balance: $31,000,000   Title: Fee
Cut-off Date Principal Balance: $31,000,000   Property Type Subtype: Multifamily – Garden
% of IPB: 3.9%   Net Rentable Area (Units): 619
Loan Purpose: Refinance   Location: Various, TX
Borrowers: APT Bayou Willows, LLC, APT Weston Oaks, LLC and APTPV, LLC   Year Built / Renovated: Various / Various
Borrower Sponsor: Gary W. Gates, Jr.   Occupancy: 95.8%
Interest Rate: 7.80000%   Occupancy Date: 5/6/2024
Note Date: 5/7/2024   4th Most Recent NOI (As of)(2): $1,172,129 (12/31/2021)
Maturity Date: 6/6/2029   3rd Most Recent NOI (As of)(2): $2,729,698 (12/31/2022)
Interest-only Period: 60 months   2nd Most Recent NOI (As of)(2): $3,165,190 (12/31/2023)
Original Term: 60 months   Most Recent NOI (As of): $3,317,988 (TTM 3/31/2024)
Original Amortization Term: None   UW Economic Occupancy: 91.0%
Amortization Type: Interest Only   UW Revenues: $5,332,816
Call Protection: L(24),YM1(32),O(4)   UW Expenses: $1,985,613
Lockbox / Cash Management: Springing   UW NOI: $3,347,203
Additional Debt: No   UW NCF: $3,192,453
Additional Debt Balance: N/A   Appraised Value / Per Unit: $52,900,000 / $85,460
Additional Debt Type: N/A   Appraisal Date: 4/8/2024
         
         

 

Escrows and Reserves(1)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $50,081
Taxes: $391,077 $65,179 N/A   Maturity Date Loan / Unit: $50,081
Insurance: $79,642 $17,608 N/A   Cut-off Date LTV: 58.6%
Replacement Reserve: $0 $12,896 N/A   Maturity Date LTV: 58.6%
Deferred Maintenance: $264,500 $0 N/A   UW NCF DSCR: 1.30x
          UW NOI Debt Yield: 10.8%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total  
Mortgage Loan $31,000,000 100.0%   Loan Payoff $28,298,555 91.3 %
        Return of Equity 1,024,447 3.3  
        Closing Costs(3) 941,780 3.0  
        Upfront Reserves 735,219 2.4  
Total Sources $31,000,000 100.0%   Total Uses $31,000,000 100.0 %
(1)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(2)The borrower sponsor purchased the BPW Houston Multifamily Portfolio Properties (as defined below) in three transactions between 2018 and 2021. The borrower sponsor subsequently completed capital improvements totaling approximately $5.9 million in the aggregate driving occupancy to its current level of 95.8% as of May 6, 2024, an increase from 91.9% as of December 2021. The growth in historical NOI is attributed to the acquisition, capital improvements, lease-up and rent growth of the BPW Houston Multifamily Portfolio Properties.
(3)Closing Costs includes a rate buy-down credit of $190,000.

 

The Loan. The BPW Houston Multifamily Portfolio mortgage loan (the “BPW Houston Multifamily Portfolio Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $31,000,000 and is secured by the borrowers’ fee interest in three garden-style multifamily properties totaling 619 units located in Pasadena and Houston, Texas (the “BPW Houston Multifamily Portfolio Properties”). The BPW Houston Multifamily Portfolio Mortgage Loan accrues interest at a rate of 7.80000% per annum. The BPW Houston Multifamily Portfolio Mortgage Loan has a five-year term, is interest-only for the entire term and accrues interest on an Actual/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.

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No. 6– BPW Houston Multifamily Portfolio

The Properties. The BPW Houston Multifamily Portfolio Properties are comprised of three garden-style multifamily properties, Bayou Willows, Weston Oaks and Pleasant Village, built in 1978, 1970 and 1972, respectively, and subsequently renovated in 2022, 2019 and 2023, respectively.

The following table presents certain information relating to the BPW Houston Multifamily Portfolio Properties:

Portfolio Summary
Property Name Year Built / Renovated(1) Units(2) Occupancy %(2) Allocated
Cut-off Date Loan Amount (“ALA”)(3)
% of ALA Appraised Value(1) % of Appraised Value UW NOI % of UW NOI
Bayou Willows 1978 / 2022 212 94.3% $12,716,446 41.0 % $21,700,000 41.0 % $1,405,209 42.0 %
Weston Oaks 1970 / 2019 267 95.1% 12,013,233 38.8   20,500,000 38.8   1,349,103 40.3  
Pleasant Village 1972 / 2023 140 99.3% 6,270,321 20.2   10,700,000 20.2   592,891 17.7  
Total/Wtd. Avg.   619 95.8% $31,000,000 100.0 % $52,900,000 100.0 % $3,347,203 100.0 %
(1)Source: Appraisals.
(2)The BPW Houston Multifamily Portfolio Mortgage Loan documents do not permit the release of any of the BPW Houston Multifamily Portfolio Properties.
(3)As provided by the borrowers as of May 6, 2024.

 

Bayou Willows. As of May 6, 2024, the Bayou Willows mortgaged property was 94.3% occupied. The Bayou Willows mortgaged property is located at 4102 Young Street, approximately 16 miles southeast of downtown Houston. The 9.99-acre parcel is improved with 20 two-story apartment buildings and one single-story leasing office. Community amenities include an on-site manager and leasing office, laundry facilities, swimming pool and a dog park. The Bayou Willows mortgaged property features one-, two- and three-bedroom layouts ranging in size from 680 to 1,200 square feet. Market rents range from approximately $800 to $1,185 per month, with an average market rent of approximately $943 and an average unit size of 896 square feet. Unit amenities include electric range/oven with vent-hood, frost-free refrigerators, walk-in closets, mini-blinds, ceramic tiling throughout and dishwashers. Washer/dryer connections are available in all units except for one-bedrooms. Private patios and balconies are available in all units and ceiling fans are available in some units. The Bayou Willows mortgaged property is subject to a land use restriction agreement in favor of The Texas Department of Housing and Community Affairs made in connection with the allocation of federal low-income housing tax credits under Internal Revenue Code Section 42. The agreement generally requires that all of the units be reserved for tenants earning no more than 60% of the area median income, subject to certain rental restrictions.

 

The borrower sponsor acquired the Bayou Willows mortgaged property in November 2021 for a purchase price of approximately $13.25 million. Upon acquisition, the borrower sponsor completed approximately $2.2 million in capital improvements including replacement of 15 of 21 roofs, unit rehab, exterior repairs, ceramic tiling, HVAC replacement and other expenditures.

 

Bayou Willows Unit Mix
Unit Type Units(1) % of Units(1) Occupied Units(1) % of Units Occupied(1) Total Collateral SF(1) Average Collateral SF(1) Market Rent Per Unit(2) Market Rent Per SF(2) Average Rent Per Unit(1) Average Rent Per SF(1)
1 BR / 1 BA 64 30.2 % 61 95.3% 43,520 680 $800 $1.18 $732 $1.08
2 BR / 1 BA 76 35.8   72 94.7% 66,880 880 $935 $1.06 $907 $1.03
2 BR / 2 BA 40 18.9   36 90.0% 41,200 1,030 $995 $0.97 $933 $0.91
3 BR / 2 BA 32 15.1   31 96.9% 38,400 1,200 $1,185 $0.99 $1,100 $0.92
Total/Wtd. Avg. 212 100.0 % 200 94.3% 190,000 896 $943 $1.05 $888 $0.99
(1)As provided by the borrowers as of May 6, 2024.
(2)Source: Appraisal.

 

Weston Oaks. As of May 6, 2024, the Weston Oaks mortgaged property was 95.1% occupied. The Weston Oaks mortgaged property is located at 1111 and 1141 Burke Road, approximately 15 miles southeast of downtown Houston. The 7.97-acre parcel is improved with six, two-story apartment buildings and eight, three-story apartment buildings. Community amenities include an on-site manager and leasing office, two laundry facilities, 266 carports and a playground. The Weston Oaks mortgaged property features one-, two- and three-bedroom layouts ranging in size from 624 to 1,350 square feet. Market rents range from approximately $695 to $1,105 per month, with an average market rent of approximately $804 and an

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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average unit size of 781 square feet. Unit amenities include electric range/oven with vent-hood, frost-free refrigerators, walk-in closets, mini-blinds and ceramic tiling. Private patios and balconies are available in select units. There are currently eight down units at the Weston Oaks mortgaged property due to a fire at one of the buildings. The engineering report recommended an immediate repair cost equal to $120,000, which was included in the upfront deferred maintenance reserve established at origination of the BPW Houston Multifamily Portfolio Mortgage Loan.

 

The borrower sponsor acquired the Weston Oaks mortgaged property in 2018 for a purchase price of approximately $15.2 million. Upon acquisition, the borrower sponsor completed approximately $2.6 million in capital improvements including roof work, unit rehab, exterior repairs, ceramic tiling, HVAC replacement and other expenditures.

 

Weston Oaks Unit Mix
Unit Type Units(1) % of  Units(1) Occupied Units(1) % of Units Occupied(1) Total Collateral SF(1) Average Collateral SF(1) Market Rent Per Unit(2) Market Rent Per SF(2) Average Rent Per Unit(1) Average Rent Per SF(1)
1 BR / 1 BA 80 30.0 % 77 96.3% 49,920 624 $695 $1.11 $656 $1.05
1 BR / 1 BA 23 8.6   23 100.0% 14,950 650 $720 $1.11 $695 $1.07
2 BR / 1.5 BA 41 15.4   40 97.6% 30,135 735 $810 $1.10 $836 $1.14
2 BR / 1 BA 82 30.7   81 98.8% 67,404 822 $845 $1.03 $800 $0.97
2 BR / 2 BA 23 8.6   23 100.0% 21,850 950 $870 $0.92 $843 $0.89
3 BR / 2.5 BA 18 6.7   10 55.6% 24,300 1,350 $1,105 $0.82 $1,001 $0.74
Total/Wtd. Avg. 267 100.0 % 254 95.1% 208,559 781 $804 $1.03 $764 $0.99
(1)As provided by the borrowers as of May 6, 2024.
(2)Source: Appraisal.

 

Pleasant Village. As of May 6, 2024, the Pleasant Village mortgaged property was 99.3% occupied. The Pleasant Village mortgaged property is located at 1922 Pleasantville Drive, approximately eight miles east of downtown Houston. The 9.60-acre parcel is improved with 39, one-story apartment buildings and one single-story leasing office/community center. Community amenities include an on-site manager and leasing office, a laundry facility, chapel, barbershop and a meeting room with a kitchen. The Pleasant Village mortgaged property features one- and two-bedroom layouts ranging in size from 650 to 950 square feet. Market rents range from approximately $670 to $880 per month, with an average market rent of approximately $702 and an average unit size of 695 square feet. Unit amenities include electric range/oven with vent-hood, frost-free refrigerators, walk-in closets, mini-blinds and ceramic tiling throughout. Private patios and balconies are available in all units and ceiling fans are available in some units.

 

The borrower sponsor acquired the Pleasant Village mortgaged property in August 2021 for a purchase price of approximately $7.42 million. Upon acquisition, the borrower sponsor completed approximately $1.1 million in capital improvements including replacement of unit rehab, exterior repairs, ceramic tiling, HVAC repair/replacement and other expenditures.

 

Pleasant Village Unit Mix
Unit Type Units(1) % of Units(1) Occupied Units(1) % of Units Occupied(1) Total Collateral SF(1) Average Collateral SF(1) Market Rent Per Unit(2) Market Rent Per SF(2) Average Rent Per Unit(1) Average Rent Per SF(1)
1 BR / 1 BA 119 85.0 % 118 99.2% 77,350 650 $670 $1.03 $676 $1.04
2 BR / 1 BA 21 15.0   21 100.0% 19,950 950 $880 $0.93 $787 $0.83
Total/Wtd. Avg. 140 100.0 % 139 99.3% 97,300 695 $702 $1.01 $693 $1.00
(1)As provided by the borrowers as of May 6, 2024.
(2)Source: Appraisal.

 

The Markets. According to the appraisal, the Bayou Willows mortgaged property is located in the Houston Area multifamily market. As of March 2024, the Houston Area multifamily market average monthly asking rent per square foot was $1.42 and vacancy was 11.6%. According to the appraisal, the Bayou Willows mortgaged property is located in the Pasadena/Deer Park/La Porte multifamily submarket. As of March 2024, the Pasadena/Deer Park/La Porte multifamily submarket average monthly asking rent per square foot was $1.23 and vacancy was 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.

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According to the appraisal, the estimated 2023 population within a one-, three- and five-mile radius of the Bayou Willows mortgaged property was 14,729, 126,391 and 313,855, respectively. The estimated 2023 average household income within the same radii was $66,705, $73,937 and $79,811, respectively.

 

The following table presents certain information relating to comparable multifamily rental properties to the Bayou Willows mortgaged property:

Comparable Rental Summary(1)
Property Address Year Built / Renovated Occupancy(2) # Units(2) Unit Mix Average SF per Unit Average Rent per SF Average Rent per Unit

Bayou Willows

4102 Young Street

Pasadena, TX

1978 / 2022 94.3% 212

1BR / 1BA

2BR / 1BA

2BR / 2BA

3BR / 2BA

680

880

1,030

1,200

$1.08

$1.03

$0.91

$0.92

$732

$907

$933

$1,100

Villas at Shaver LIHTC

3271 South Shaver Road

Pasadena, TX

2008 / NAP 98.0% 240

1BR / 1BA 60% AMI

2BR / 2BA 60% AMI

3BR / 2BA 60% AMI

752

1,007

1,106

$1.31

$1.17

$1.24

$987

$1,181

$1,370

Granada Terrace – LIHTC

1301 Avenue A

Pasadena, TX

1968 / 2020 94.0% 156

1BR / 1BA HAP

2BR / 1BA HAP

625

815

$1.50

$1.42

$940

$1,154

The Life at Park View – LIHTC

2730 Lafferty

Pasadena, TX

1967 / 1995 88.0% 309

1BR / 1BA 60% AMI

1BR / 1BA 60% AMI

1BR / 1BA 60% AMI

1BR / 1BA 60% AMI

1BR / 1BA 60% AMI

2BR / 2BA 60% AMI

2BR / 2BA 60% AMI

2BR / 2BA 60% AMI

2BR / 1BA 60% AMI

3BR / 2BA 60% AMI

729

720

625

640

556

1,120

1,040

925

880

1,377

$1.30

$1.32

$1.36

$1.48

$1.57

$1.06

$1.10

$1.23

$1.25

$1.00

$948

$948

$848

$948

$875

$1,192

$1,142

$1,142

$1,100

$1,371

Park on Burke

4747 Burke Road

Pasadena, TX

1978 / 2012 88.0% 160

1BR / 1BA

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 2BA

2BR / 2BA

2BR / 1BA

2BR / 1BA

3BR / 2BA

3BR / 2BA

650

575

650

575

1,000

1,000

740

740

1,100

1,100

$1.43

$1.53

$1.54

$1.68

$1.38

$1.43

$1.52

$1.62

$1.34

$1.39

$930

$880

$1,000

$965

$1,375

$1,425

$1,125

$1,200

$1,475

$1,525

The Ashmore

4201 Fairmont Parkway

Pasadena, TX

1978 / 2016 92.0% 696

1BR / 1BA

1BR / 1BA

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 1.5BA

2BR / 2BA

2BR / 2BA

2BR / 2BA

2BR / 1BA

2BR / 1.5BA

3BR / 2BA

683

648

614

602

570

1,085

957

965

864

783

810

1,170

$1.40

$1.44

$1.47

$1.49

$1.50

$1.12

$1.29

$1.33

$1.38

$1.48

$1.50

$1.39

$955

$930

$905

$895

$855

$1,215

$1,230

$1,285

$1,190

$1,160

$1,215

$1,630

Parc Bay

3650 Burke Road

Pasadena, TX

1983 / NAP 91.0% 120

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 2BA

2BR / 1BA

700

660

600

945

845

$1.41

$1.45

$1.48

$1.26

$1.34

$990

$955

$890

$1,195

$1,130

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Based on the borrower rent roll dated as of May 6, 2024.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 6– BPW Houston Multifamily Portfolio

According to the appraisal, the Weston Oaks mortgaged property is located in the Houston Area multifamily market. As of March 2024, the Houston Area multifamily market average monthly asking rent per square foot was $1.42 and vacancy was 11.6%. According to the appraisal, the Weston Oaks mortgaged property is located in the Pasadena/Deer Park/La Porte multifamily submarket. As of March 2024, the Pasadena/Deer Park/La Porte multifamily submarket average monthly asking rent per square foot was $1.23 and vacancy was 13.0%.

According to the appraisal, the estimated 2023 population within a one-, three- and five-mile radius of the Weston Oaks mortgaged property was 24,170, 114,749 and 243,725, respectively. The estimated 2023 average household income within the same radii was $68,658, $70,297 and $79,762, respectively.

The following table presents certain information relating to comparable multifamily rental properties to the Weston Oaks mortgaged property:

Comparable Rental Summary(1)
Property Address Year Built / Renovated Occupancy(2) # Units(2) Unit Mix Average SF per Unit Average Rent per SF Average Rent per Unit

Weston Oaks

1111 and 1141 Burke Road

Pasadena, TX

1970 / 2019 95.1% 267

1BR / 1BA

1BR / 1BA

2BR / 1.5BA

2BR / 1BA

2BR / 2BA

3BR / 2.5BA

624

650

735

822

950

1,350

$1.05

$1.07

$1.14

$0.97

$0.89

$0.74

$656

$695

$836

$800

$843

$1,001

Linda Vista

701 Preston Road

Pasadena, TX

1972 / 2009 91.0% 264

1BR / 1BA

2BR / 2BA

2BR / 1BA

3BR / 2BA

655

965

930

1,250

$1.28

$0.99

$1.00

$0.96

$840

$960

$930

$1,200

Jasmine Park

2701 Pasadena Boulevard

Pasadena, TX

1982 / NAP 90.0% 120

1BR / 1BA

2BR / 2BA

3BR / 2BA

585

870

1,100

$1.45

$1.26

$1.27

$850

$1,100

$1,400

Cherrybrook Place

2320 Cherrybrook Lane

Pasadena, TX

1969 / NAP 93.0% 241

1BR / 1BA

1BR / 1BA

2BR / 2BA

2BR / 2BA

2BR / 1BA

2BR / 1BA

3BR / 2BA

3BR / 2BA

3BR / 2BA

3BR / 2BA

762

762

961

961

882

882

1,524

1,209

1,209

1,524

$1.08

$1.13

$1.07

$1.09

$1.10

$1.15

$0.92

$1.01

$1.03

$1.05

$825

$861

$1,029

$1,050

$971

$1,013

$1,395

$1,225

$1,240

$1,600

Oakwood Village

3120 Pasadena Boulevard

Pasadena, TX

1971 / NAP 94.0% 208

1BR / 1BA

2BR / 1.5BA

2BR / 1BA

2BR / 1BA

3BR / 2BA

686

1,100

869

884

1,200

$1.35

$1.16

$1.22

$1.22

$1.17

$925

$1,280

$1,060

$1,080

$1,400

Camino Del Sol

1120 Red Bluff

Pasadena, TX

1973 / NAP 96.0% 122

1BR / 1BA

2BR / 1BA

610

810

$1.39

$1.25

$849

$1,009

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Based on the borrower rent roll dated as of May 6, 2024.

 

According to the appraisal, the Pleasant Village mortgaged property is located in the Houston Area multifamily market. As of March 2024, the Houston Area multifamily market average monthly asking rent per square foot was $1.42 and vacancy was 11.6%. According to the appraisal, the Pleasant Village mortgaged property is located in the I-10 East/Woodforest/Channelview multifamily submarket. As of March 2024, the I-10 East/Woodforest/Channelview multifamily submarket average monthly asking rent per square foot was $1.27 and vacancy was 15.5%.

According to the appraisal, the estimated 2023 population within a one-, three- and five-mile radius of the Pleasant Village mortgaged property was 4,675, 73,001 and 232,943, respectively. The estimated 2023 average household income within the same radii was $45,226, $56,739 and $62,836, 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.

 92 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 6– BPW Houston Multifamily Portfolio

The following table presents certain information relating to comparable multifamily rental properties to the Pleasant Village mortgaged property:

Comparable Rental Summary(1)
Property Address Year Built / Renovated Occupancy(2) # Units(2) Unit Mix Average SF per Unit Average Rent per SF Average Rent per Unit

Pleasant Village

1922 Pleasantville Drive

Houston, TX

1972 / 2023 99.3% 140

1BR / 1BA

2BR / 1BA

650

950

$1.04

$0.83

$676

$787

Jacinto Palms

10202 Challenger 7 Drive

Houston, TX

1974 / NAP 86.0% 123

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 1BA

2BR / 1BA

705

615

615

900

900

$1.37

$1.38

$1.42

$1.22

$1.25

$969

$849

$874

$1,099

$1,124

Royal Wayside

1010 South Wayside

Houston, TX

1962 / 2011 98.0% 101

1BR / 1BA

2BR / 1BA

2BR / 2BA

644

844

916

$1.84

$1.66

$1.66

$1,185

$1,400

$1,525

Bayou Palms

13455 Woodforest

Houston, TX

1969 / NAP 95.0% 158

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 1.5BA

2BR / 1BA

2BR / 1BA

750

700

650

957

900

850

$1.20

$1.29

$1.33

$1.23

$1.28

$1.29

$900

$900

$865

$1,175

$1,150

$1,100

Casa de Grande

907 Ashland

Channelview, TX

1980 / 2017 95.0% 122

1BR / 1BA

2BR / 1BA

600

750

$0.80

$0.83

$480

$620

Amber Creek

810 Fair Oaks Road

Houston, TX

1977 / NAP 98.0% 237

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 1.5BA

689

830

702

1,400

$1.15

$1.20

$1.40

$1.00

$795

$1,000

$985

$1,400

Fair Oaks

910 Fair Oaks

Houston, TX

1975 / 2019 94.0% 122

1BR / 1BA

1BR / 1BA

1BR / 1BA

2BR / 1BA

2BR / 2BA

836

736

640

928

1,400

$1.09

$1.11

$1.26

$1.11

$0.91

$909

$819

$809

$1,029

$1,279

 

(1)Source: Appraisal, unless otherwise indicated.
(2)Based on the borrower rent roll dated as of May 6, 2024.

 

Environmental. According to the Phase I environmental assessments dated April 18, 2024, there was no evidence of any recognized environmental conditions at the BPW Houston Multifamily Portfolio Properties.

 

 

Historical and Current Occupancy(1)
2021 2022 2023 Current(2)
91.9% 94.4% 96.6% 95.8%
(1)Historical occupancy is as of December 31 of each respective year.
(2)Current Occupancy is as of May 6, 2024.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 6– BPW Houston Multifamily Portfolio
Operating History and Underwritten Net Cash Flow
  2021(1)      2022(1)      2023(1)      TTM(2)      Underwritten   Per Unit   %(3)    
Gross Potential Rent $2,342,161 $4,688,449 $5,126,239 $5,267,190 $5,786,269 $9,348 100.0 %
Net Rental Income $2,342,161 $4,688,449 $5,126,239 $5,267,190 $5,786,269 $9,348 100.0 %
(Vacancy/Credit Loss) 0 0 0 0 (519,080) (839) (9.0 )
Other Income 38,528 40,324 61,649 65,627 65,627 106 1.1  
Effective Gross Income $2,380,690 $4,728,773 $5,187,889 $5,332,816 $5,332,816 $8,615 92.2 %
               
Total Expenses $1,208,560 $1,999,074 $2,022,699 $2,014,828 $1,985,613 $3,208 37.2 %
               
Net Operating Income $1,172,129 $2,729,698 $3,165,190 $3,317,988 $3,347,203 $5,407 62.8 %
               
Total TI/LC, Capex/RR 0 0 0 0 154,750 250 2.9  
               
Net Cash Flow $1,172,129 $2,729,698 $3,165,190 $3,317,988 $3,192,453 $5,157 59.9 %
(1)The borrower sponsor purchased the BPW Houston Multifamily Portfolio Properties in three transactions between 2018 and 2021. The borrower sponsor subsequently completed capital improvements totaling approximately $5.9 million in the aggregate driving occupancy to its current level of 95.8% as of May 6, 2024, an increase from 91.9% as of December 2021. The growth in historical NOI is attributed to the acquisition, capital improvements, lease-up and rent growth of the BPW Houston Multifamily Portfolio Properties.
(2)TTM reflects the trailing 12 months ending March 31, 2024.
(3)% column represents percent of Net Rental Income for revenue fields and represents percent of Effective Gross Income for the remainder of fields.

 

The Borrowers. The borrowers are APT Bayou Willows, LLC, APT Weston Oaks, LLC and APTPV, LLC, each a Delaware limited liability company and special purpose entity with one independent director. Legal counsel to the borrowers provided a non-consolidation opinion in connection with the origination of the BPW Houston Multifamily Portfolio Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor and non-recourse carve-out guarantor is Gary W. Gates, Jr., who owns and manages 46 multifamily properties totaling approximately 9,500 units primarily in the greater Houston, Texas area.

 

Property Management. The BPW Houston Multifamily Portfolio Properties are managed by Gatesco, Inc., an affiliate of the borrowers.

 

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow (i) approximately $391,077 for real estate taxes, (ii) approximately $79,642 for insurance premiums and (iii) $264,500 for deferred maintenance.

 

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated tax payments, which currently is approximately $65,179.

 

Insurance Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated insurance payments, which currently is approximately $17,608.

 

Replacement Reserves – On a monthly basis, the borrowers are required to escrow $12,896 for replacement reserves ($250 per unit annually).

 

Lockbox / Cash Management. The BPW Houston Multifamily Portfolio Mortgage Loan is structured with a springing lockbox and springing cash management. The BPW Houston Multifamily Portfolio Mortgage Loan requires that during the continuance of a BPW Houston Multifamily Portfolio Sweep Event Period (as defined below), the borrowers or property manager, as applicable, are required to establish and maintain a lockbox account for the remainder of the BPW Houston Multifamily Portfolio Mortgage Loan term. Following a BPW Houston Multifamily Portfolio Sweep Event Period, the borrowers are required to direct tenants to pay all rents directly into the lockbox account. Upon the occurrence and during the continuance of a BPW Houston Multifamily Portfolio Sweep Event Period, all funds in the lockbox account are required to be swept daily to a cash management account under the control of the lender to be applied and disbursed in accordance with the BPW Houston Multifamily Portfolio Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the BPW Houston Multifamily Portfolio Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the BPW Houston Multifamily Portfolio Mortgage Loan. To the extent that no BPW Houston Multifamily Portfolio Sweep Event Period is continuing, all excess cash flow funds are required to be disbursed to the borrowers.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 6– BPW Houston Multifamily Portfolio

A “BPW Houston Multifamily Portfolio Sweep Event Period” will commence upon the earliest of the following: (i) the occurrence of an event of default under the BPW Houston Multifamily Portfolio Mortgage Loan documents; or (ii) commencing on or after November 7, 2024, the date on which the debt service coverage ratio (“DSCR”) (based on a 30-year amortization schedule) is less than 1.10x based on the trailing 12 months.

 

A BPW Houston Multifamily Portfolio Sweep Event Period will end with regard to: (a) clause (i), upon the cure of such event of default and the lender’s acceptance of such cure in its sole and absolute discretion and (b) clause (ii), upon the DSCR (based on a 30-year amortization schedule) based on the trailing 12-month period being at least 1.15x for two consecutive calendar quarters.

 

Subordinate Debt and Mezzanine Debt. None.

 

Permitted Future Mezzanine Debt. Not permitted.

 

Partial Release. Not permitted.

 

Ground Lease. None.

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

 95 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BMO   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $25,000,000   Title(4): Fee / Leasehold
Cut-off Date Principal Balance(1): $25,000,000   Property Type – Subtype: Mixed Use – Office / Retail
% of IPB: 3.1%   Net Rentable Area (SF): 314,533
Loan Purpose: Refinance   Location: New York, NY
Borrower: 640 Fifth Avenue Owner LLC   Year Built / Renovated: 1949 / 2003
Borrower Sponsor: Vornado Realty Trust   Occupancy: 92.9%
Interest Rate: 6.12933%   Occupancy Date: 1/31/2024
Note Date: 6/10/2024   4th Most Recent NOI (As of): $51,524,481 (12/31/2020)
Maturity Date: 7/1/2029   3rd Most Recent NOI (As of): $48,824,168 (12/31/2021)
Interest-only Period: None   2nd Most Recent NOI (As of): $47,771,835  (12/31/2022)
Original Term: 60 months   Most Recent NOI (As of): $53,799,655 (12/31/2023)
Original Amortization Term: NAP   UW Economic Occupancy: 100.0%
Amortization Type: Amortizing Balloon   UW Revenues: $77,479,026
Call Protection(2): L(24),D(29),O(7)   UW Expenses: $21,293,412
Lockbox / Cash Management: Hard / In-Place   UW NOI: $56,185,614
Additional Debt(1): Yes   UW NCF: $48,532,770
Additional Debt Balance(1): $275,000,000 / $100,000,000   Appraised Value / Per SF: $720,000,000 / $2,289
Additional Debt Type(1): Pari Passu / Mezzanine   Appraisal Date: 2/28/2024
         

 

Escrows and Reserves(3)   Financial Information(1)(5)
  Initial Monthly Initial Cap     Whole Loan Total Debt
Taxes: $0 Springing N/A   Cut-off Date Loan / SF: $954 $1,272
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $870 $1,160
Replacement Reserve: $0 Springing $195,217   Cut-off Date LTV: 41.7% 55.6%
Rollover Reserve: $1,567,900 $500,000 $15,000,000   Maturity Date LTV: 38.0% 50.7%
Free Rent Reserve: $1,648,112 $0 N/A   UW NCF DSCR: 2.04x 1.31x
          UW NOI Debt Yield: 18.7% 14.0%
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan $300,000,000 59.3 %   Loan Payoff $501,608,063 99.1 %
Equity Contribution 106,245,190 21.0     Upfront Reserves 3,216,012 0.6  
Mezzanine Loan Amount 100,000,000 19.8     Closing Costs 1,421,115 0.3  
             
Total Sources $506,245,190 100.0 %   Total Uses $506,245,190 100.0 %
(1)The 640 5th Avenue Mortgage Loan (as defined below) is part of a whole loan evidenced by 10 pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $300.0 million (the “640 5th Avenue Whole Loan”). The Financial Information in the chart above reflects, respectively, the Cut-off Date Balance of the 640 5th Avenue Whole Loan and of the 640 5th Avenue Total Debt (as defined below) inclusive of a $100,000,000 mezzanine loan.
(2)The lockout period for prepayment of the 640 5th Avenue Whole Loan, in whole will be at least 24 months beginning with and including the first payment date on August 1, 2024; provided that partial prepayment to resize the 640 5th Avenue Whole Loan to satisfy certain debt yield requirements are permitted during the whole loan term with applicable yield maintenance therewith. Defeasance of the 640 5th Avenue Whole Loan is permitted after the date that is the earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) August 1, 2027. The assumed lockout period of 24 payments is based on the anticipated closing date of the BBCMS 2024-5C27 securitization in July 2024. The actual lockout period may be longer.
(3)See “Escrows and Reserves” below.
(4)A prior owner of the 640 5th Avenue Property ground leased the 640 5th Avenue Property to the owner of the property located at 650 5th Avenue (the “Air Rights Tenant”), who subleased the 640 5th Avenue Property (other than development rights relating to one of the two buildings comprising the 640 5th Avenue Property, which was retained by the Air Rights Tenant) back to such prior owner of the 640 5th Avenue Property, solely for purposes of satisfying certain zoning requirements in connection with the transfer of such development rights to the Air Rights Tenant, as further described under “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the Preliminary Prospectus.
(5)The 640 5th Avenue Whole Loan and the 640 5th Avenue Mezzanine Loan (as defined below) have fixed amortization for their entire 60-month loan terms. With respect to the 640 5th Avenue Whole Loan, the borrower is required to make payments on each monthly payment date, as follows: (x) principal in the amount of $437,500 and (y) the monthly interest payment. With respect to the 640 5th Avenue Mezzanine Loan, the mezzanine borrower is required to make payments on each monthly payment date as follows: (x) principal in the amount of approximately $145,833 and (y) the monthly interest payment.

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

The Loan. The 640 5th Avenue mortgage loan (the “640 5th Avenue Mortgage Loan”) is part of a whole loan evidenced by 10 pari passu notes that is secured by the borrower’s fee and leasehold interest in a 314,533 square foot mixed-use property comprised of two abutting and interconnected buildings facing Fifth Avenue and West 52nd Street (other than development rights relating to the West 52nd Street building), respectively, in New York, New York (the “640 5th Avenue Property”). A prior owner of the 640 5th Avenue Property ground leased the 640 5th Avenue Property to the Air Rights Tenant, who subleased the 640 5th Avenue Property (other than other than development rights relating to the West 52nd Street building, which was retained by the Air Rights Tenant) back to such prior owner of the 640 5th Avenue Property, solely for the purpose of satisfying certain zoning requirements in connection with the transfer of such development rights to the Air Rights Tenant, as further described under “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the Preliminary Prospectus.

 

The 640 5th Avenue Mortgage Loan, which is evidenced by the non-controlling Note A-8, has an outstanding principal balance as of the Cut-off Date of $25,000,000. The 640 5th Avenue Whole Loan was originated by Goldman Sachs Bank USA (“GSBI”), Bank of Montreal (“BMO”) and Morgan Stanley Bank, N.A. (“MSBNA”) and has an aggregate outstanding principal balance as of the Cut-off Date of $300,000,000. The 640 5th Avenue Whole Loan has fixed amortization, as described below for the entire term and accrues interest on an Actual/360 basis.

 

The borrower is required to make payments on each monthly payment date for the 640 5th Avenue Whole Loan as follows: (x) principal in the amount of $437,500 and (y) the monthly interest payment.

 

The 640 5th Avenue Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BBCMS 2024-5C27 securitization trust until the controlling Note A-1 is securitized, whereupon the 640 5th Avenue Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loans” in the Preliminary Prospectus.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1(1)   $40,000,000    $40,000,000   MSBNA Yes
A-2(1)  $37,500,000   $37,500,000   MSBNA No
A-3(1)  $30,000,000   $30,000,000   MSBNA No
A-4(1)  $20,000,000   $20,000,000   MSBNA No
A-5(1)  $60,000,000   $60,000,000   GSBI No
A-6(1)  $40,000,000   $40,000,000   GSBI No
A-7(1)  $20,000,000   $20,000,000   GSBI No
A-8  $25,000,000   $25,000,000   BBCMS 2024-5C27 No
A-9(1)  $17,500,000   $17,500,000   BMO No
A-10(1)  $10,000,000   $10,000,000   BMO No
Whole Loan $300,000,000 $300,000,000      
(1)Expected to be contributed to one or more future securitization trust(s).

 

The Property. The 640 5th Avenue Property consists of both (i) a 22-story, Class A office building with multi-level retail space commonly known as 640 Fifth Avenue (the “Fifth Avenue Building”), and (ii) a two-story commercial building on the south side commonly known as 6 West 52nd Street (the “6 West 52nd Street Building”). The Fifth Avenue Building and the 6 West 52nd Street Building are interconnected and share certain paths of ingress and egress. The 640 5th Avenue Property (inclusive of the 6 West 52nd Street Building) totals 314,533 square feet, which consists of 245,740 square feet of office space (78.1% of NRA and 30.9% of underwritten base rent), 58,359 square feet of retail space (18.6% of NRA and 67.8% of underwritten base rent) and 10,434 square feet of storage space (3.3% of NRA and 1.2% of underwritten base rent). As of January 1, 2024, 91.7% of the office space (“Office NRA”) is leased to 15 tenants and 97.2% of the retail space (“Retail NRA”) and 97.4% of the storage space is leased to two tenants, Victoria’s Secret and Dyson. The Fifth Avenue Building

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 7 – 640 5th Avenue

includes retail spaces located on the first three levels of the building and office spaces on the remaining 19 levels of the building.

 

Property Summary(1)
Space Type Total SF % Total SF Occupancy UW Base Rent(2) % of UW Base Rent(2)  UW Base Rent PSF(2)(3)
Office 245,740  78.1%   91.7% $20,885,412  30.9% $92.66
Retail 58,359  18.6%   97.2% $45,771,452 67.8% $807.09
Storage   10,434  3.3%   97.4% $831,121 1.2% $81.77
Total / Wtd. Avg. 314,533  100.0%   92.9% $67,487,985 100.0% $230.91
(1)Based on the underwritten rent roll dated January 31, 2024.
(2)UW Base Rent, UW Base Rent PSF and % of UW Base Rent are inclusive of contractual rent steps through June 2025.
(3)UW Base Rent PSF excludes vacant space.

 

The 640 5th Avenue Property has been the recipient of an Industrial and Commercial Tax Abatement (the “ICAP Tax Abatement”) that commenced on July 1, 2019 and is scheduled to end on July 1, 2029, which is set to be phased out beginning in July 2024. The ICAP Tax Abatement originally provided a 100% tax abatement of the 640 5th Avenue Property’s assessment value, which abatement amount will be reduced to 80.0% of such assessment value in July 2024, 60.0% in July 2025, 40.0% in July 2026 and 20.0% in July 2027 until termination. The total benefit from the ICAP Tax Abatement is estimated in the table below.

 

ICAP Tax Abatement
Tax Year ICAP Year ICAP Phase-out ICAP Benefit Reduction in Benefit
 2019/20 1 100% $3,074,549 588,138
 2020/21 2 100% 3,074,549 588,138
 2021/22 3 100% 3,074,549 588,138
 2022/23 4 100% 3,074,549 588,138
 2023/24 5 100% 3,074,549 588,138
 2024/25 6 80% 2,459,639 470,511
 2025/26 7 60% 1,844,729 352,883
 2026/27 8 40% 1,229,820 235,255
 2027/28 9 20% 614,910 117,628
 2028/29 10 20% 614,910 117,628
Total / Wtd Avg.     22,136,752 4,234,597

 

Major Tenants. The largest tenants by underwritten base rent at the 640 5th Avenue Property are Victoria’s Secret, Dyson and The Klein Group LLC.

 

Victoria’s Secret (63,779 square feet; 20.3% of Total NRA; 92.1% of Retail NRA; 54.5% of underwritten base rent): Victoria’s Secret (NYSE: VSCO) is a clothing retailer specializing in selling intimate garments and undergarments. The company is the largest intimates retailer in the world and produces a range of products such as bras, panties, lingerie, swimwear and sleepwear, which are sold to customers across the United States and globally. Victoria’s Secret spun off L Brands in 2021 and reported a net income of $109 million on $6.182 billion of net sales in 2023. The 640 5th Avenue Property is the flagship location for Victoria’s Secret. Victoria’s Secret’s lease at the 640 5th Avenue Property commenced in February 2016, expires January 31, 2032 and has one, 10-year renewal option and no termination options.

 

Dyson (3,097 square feet; 1.0% of Total NRA; 5.1% of Retail NRA ;14.6% of underwritten base rent): Dyson is a multi-national Singapore based appliances company. Dyson produces a range of products such as vacuum cleaners, hair care, air purifiers, headphones and lighting. Dyson was founded in 1991 and employs approximately 14,000 people. Dyson’s lease at the 640 5th Avenue Property commenced in March 2017, expires August 27, 2027 and has no renewal or termination options.

 

The Klein Group LLC (30,103 square feet; 9.6% of Total NRA; 12.2% of Office NRA; 5.1% of underwritten base rent): The Klein Group LLC is a provider of brokerage services. The Klein Group LLC offers investment banking, trading, private

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 7 – 640 5th Avenue

placement of securities and investment advisory services. The Klein Group LLC’s lease at the 640 5th Avenue Property commenced in June 2015 and was amended in May 2019 and April 2023 to expand its leased space at the 640 5th Avenue Property. The lease is scheduled to expire on April 14, 2034, and the tenant has no renewal option. The Klein Group LLC has a two-time right to terminate its lease, effective either (i) December 31, 2027 and (ii) December 31, 2029, subject to, among other things, providing notice to the borrower no later than a year before the effective date of each such termination right, satisfaction of certain minimum occupancy and demise requirements under the lease, no event of default has occurred and is continuing under the lease and the payment of a termination fee

The following table presents certain information relating to the historical occupancy of the 640 5th Avenue Property:

Historical and Current Occupancy(1)
2021 2022 2023 Current(2)
85.8% 93.4% 92.6% 92.9%
(1)Historical occupancies are as of December 31 of each respective year.
(2)Current Occupancy is as of January 31, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 7 – 640 5th Avenue

The following table presents certain information relating to the tenants at the 640 5th Avenue Property:

Tenant Summary(1)
Tenant Tenant Type Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF(3) UW Base Rent(3) % of Total
UW Base Rent(3)
Lease
Expiration Date
Victoria's Secret Retail and Storage Ba3/BB-/NR 63,779 20.3 % $576.42 $36,763,592 54.5% 1/31/2032
Dyson Retail and Storage NR/NR/NR 3,097 1.0   $3,176.94 9,838,981 14.6  8/27/2027
The Klein Group LLC(4) Office NR/NR/NR 30,103 9.6   $115.00 3,461,845 5.1   4/14/2034
Fidelity Real Estate Company(5) Office NR/NR/NR 40,615 12.9   $80.00 3,249,200 4.8   11/30/2026
Houlihan Lokey Advisors(6) Office NR/NR/NR 12,875 4.1   $112.00 1,442,000 2.1   6/30/2026
Abbot Capital Management Office NR/NR/NR 20,019 6.4   $68.00 1,361,292 2.0   12/31/2032
Buchanan Ingersoll & Rooney(7) Office NR/NR/NR 16,816 5.3   $80.00 1,345,280 2.0   1/31/2029
Hamlin Capital Mgmt LLC Office NR/NR/NR 12,875 4.1   $100.00 1,287,500 1.9   10/31/2029
C-Bridge Capital Office NR/NR/NR 10,278 3.3   $120.00 1,233,360 1.8   11/30/2026
Dune Real Estate Partners LP Office NR/NR/NR 10,523 3.3   $112.00 1,178,576 1.7   7/31/2026
HS Management Partners LLC Office NR/NR/NR 10,523 3.3   $112.00 1,178,576 1.7   9/30/2026
Nomura Greentech Capital(8) Office NR/NR/NR 10,523 3.3   $110.00 1,157,530 1.7   3/31/2026
Prospect Ridge Advisors(9) Office NR/NR/NR 15,852 5.0   $73.00 1,157,196 1.7   12/31/2032
Avolon Aerospace (New York)(10) Office NR/NR/NR 10,295 3.3   $101.00 1,039,795 1.5   7/31/2029
Partners Capital Investment Office NR/NR/NR 10,421 3.3   $90.00 937,890 1.4   8/31/2030
Owl Creek Asset Management LP Office NR/NR/NR 10,183 3.2   $84.00 855,372 1.3   4/30/2025
VNO Building Office Office NR/NR/NR 3,497 1.1   $0.00 0 0.0   12/31/2050
Office/Retail Tenants     292,274 92.9 % $230.91 $67,487,985 100.0%  
Remaining Occupied     0 0.0   $0.00 0 0.0    
Total Occupied     292,274 92.9 % $230.91 $67,487,985 100.0%  
Vacant Space     22,259     7.1          
Collateral Total     314,533 100.0 %        
                 
(1)Based on the underwritten rent roll dated January 31, 2024, with contractual rent steps through June 2025.
(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.
(3)UW Base Rent, UW Base Rent PSF and % of Total UW Base Rent are inclusive of contractual rent steps underwritten through June 2025.
(4)The Klein Group LLC is entitled to $1,648,112 in free rents through February 2025. At origination, the borrower deposited $1,648,112 into the free rent reserve, which will be disbursed in accordance with the schedule set forth in the related loan documents. For more details, see “Description of the Mortgage Loans” in the Preliminary Prospectus. In addition, the tenant has a two-time right to terminate its lease, effective either (i) December 31, 2027 and (ii) December 31, 2029, subject to, among other things, providing notice to the borrower no later than a year before the effective date of each such termination right, satisfaction of certain minimum occupancy and demise requirements under the lease, no event of default has occurred and is continuing under the lease and the payment of a termination fee.
(5)Fidelity Real Estate Company has subleased 19,841 square feet to Advisor Group in Suite 401, which commenced on October 1, 2020, is scheduled to expire on October 31, 2026 and provides for approximately $907,726 in annual rent to Fidelity Real Estate Company.
(6)Houlihan Lokey Advisors has subleased all of its 12,875 square feet to Triple P Services LLC in Suite 1000, which commenced on June 7, 2023, is scheduled to expire on June 29, 2026 and provides for $965,625 in annual rent to Houlihan Lokey Advisors.
(7)Buchanan Ingersoll & Rooney has a one-time right to terminate its lease, effective January 2, 2026, subject to providing notice to the borrower no later than November 8, 2024 and the payment of a termination fee.
(8)Nomura Greentech Capital has subleased all of its 10,523 square feet to Kershner Trading Group in Suite 1600, which commenced on December 14, 2020, is scheduled to expire on March 30, 2026 and provides for $631,380 in annual rent to Nomura Greentech Capital.
(9)Prospect Ridge has a one-time right to terminate its lease effective December 31, 2029, subject to providing notice to the borrower no later than October 7, 2028 and payment of a termination fee.
(10)Avolon Aerospace (New York) has subleased all of its 10,295 square feet to Trinet USA in Suite 1900, which commenced on September 7, 2022, is scheduled to expire on June 30, 2029 and provides for $844,190 in annual rent to Avolon Aerospace (New York).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

The following table presents certain information relating to the tenant lease expirations at the 640 5th Avenue Property:

Lease Rollover Schedule(1)(2)(3)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(4) % of UW Base Rent Expiring(4) Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(4) Cumulative % of UW Base Rent Expiring(4)
MTM 2 0   0.0 % $0 0.0 % 0 0.0%   $0 0.0%  
2024 2 0   0.0   0 0.0   0 0.0%   $0 0.0%  
2025 1 10,183   3.2   855,372 1.3   10,183 3.2%   $855,372 1.3%  
2026 8 95,337   30.3   9,439,242 14.0   105,520 33.5%   $10,294,614 15.3%  
2027 1 3,097   1.0   9,838,981 14.6   108,617 34.5%   $20,133,595 29.8%  
2028 1 0   0.0   0 0.0   108,617 34.5%   $20,133,595 29.8%  
2029 3 39,986   12.7   3,672,575 5.4   148,603 47.2%   $23,806,170 35.3%  
2030 1 10,421   3.3   937,890 1.4   159,024 50.6%   $24,744,060 36.7%  
2031 0 0   0.0   0 0.0   159,024 50.6%   $24,744,060 36.7%  
2032 3 99,650   31.7   39,282,080 58.2   258,674 82.2%   $64,026,140 94.9%  
2033 0 0   0.0   0 0.0   258,674 82.2%   $64,026,140 94.9%  
2034 1 30,103   9.6   3,461,845 5.1   288,777 91.8%   $67,487,985 100.0%  
2035 & Beyond 1 3,497   1.1   0 0.0   292,274 92.9%   $67,487,985 100.0%  
Vacant NAP 22,259   7.1   NAP NAP   314,533 100.0%   NAP NAP  
Total / Wtd. Avg. 24(5) 314,533   100.0 % $67,487,985 100.0        
(1)Based on the underwritten rent roll dated January 31, 2024.
(2)Lease Rollover Schedule is based on the lease expiration dates of all direct leases in place. Certain tenants have more than one lease.
(3)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule.
(4)UW Base Rent Expiring, % of UW Base Rent Expiring, Cumulative UW Base Rent Expiring and Cumulative % of UW Base Rent Expiring are inclusive of contractual rent steps underwritten through June 2025.
(5)The number of expiring leases includes 15 office tenants, two retail/storage tenants and seven other tenants, and excludes the Air Rights Lease (as defined below). No net rentable area or underwritten base rent is attributable to other 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

The following table presents certain information relating to the operating history and underwritten net cash flow of the 640 5th Avenue Property:

 

Operating History and Underwritten Net Cash Flow(1)
  2019 2020 2021 2022 2023 Underwritten Per Square Foot %(2) 
Base Rent $60,784,545 $61,607,022 $59,918,692 $61,922,806 $64,089,076 $65,997,448   $209.83 85.2 %
Free Rent (1,626,528) 0 (334,847) (2,247,718) (730,003) 0   $0.00       0.0  
Percentage Rent (73,405) 0 0 0 0 0   $0.00 0.0  
Rent Steps 0 0 0 0 0 1,490,537   $4.74 1.9  
Recovery Income 4,318,055 5,394,737 5,869,822 6,714,695 7,448,692 8,824,722   $28.06 11.4  
Other Income(3) 1,189,908 1,200,647 1,197,940 1,181,296 1,229,121 1,166,319   $3.71 1.5  
Gross Potential Rent $64,592,575 $68,202,405 $66,651,606 $67,571,078 $72,036,886 $77,479,026   $246.33 100.0 %
(Vacancy/Credit Loss/Abatements) 0 (1,465) 0 0 0 0   $0.00 0.0  
Effective Gross Income $64,592,575 $68,200,940 $66,651,606 $67,571,078 $72,036,886 $77,479,026   $246.33 100.0 %
Total Expenses(4) 16,729,042 16,676,459 17,827,438 19,799,244 18,237,231 21,293,412   $67.70 27.5  
Net Operating Income(5)(6) $47,863,533 $51,524,481 $48,824,168 $47,771,835 $53,799,655 $56,185,614   $178.63 72.5 %
Capital Expenditures 0 0 0 0 0 78,633   $0.25 0.1  
TI/LC 0 0 0 0 0 7,574,210   $24.08 9.8  
Net Cash Flow $47,863,533 $51,524,481 $48,824,168 $47,771,835 $53,799,655 $48,532,770   $154.30 62.6 %
(1)Based on the underwritten rent roll dated January 31, 2024, with contractual rent steps through June 2025.
(2)% column represents percent of Gross Potential Rent for revenue lines and percent of Effective Gross Income for all remaining fields.
(3)Other Income is based on the borrower’s 2024 budget and is largely comprised of the Air Rights Lease income paid in the form of a fixed annual lease payment to the borrower from the adjacent building. Income from the Air Rights Lease as of the end of 2023 was approximately $1.2 million.
(4)Tax benefits from the ICAP Tax Abatement were underwritten based on the borrower-provided ICAP tax abatement schedule.
(5)The 640 5th Avenue Property receives an annual fixed rent payment from the Air Rights Tenant (the fee owner of the real property known as 650 Fifth Avenue), pursuant to the related ground leases (collectively, the “Air Rights Lease”) that expire on July 30, 2070. The annual rent from the Air Rights Lease as of July 1, 2024 is $1,166,319.00 per annum, payable monthly in installments of $97,193.25. Annual rent must reset as of August 1, 2024 and must be in an amount equal to the greater of the rental rate for the prior period (i.e., $1,166,319 per annum) or an amount equal to 1.6065% of the fair value of the land as determined by a qualified, third-party appraisal (the “Appraised Rental”) which valuation is required to be as of February 1, 2024. As of the date of the loan agreement, the borrower and the Air Rights Tenant are in continuing negotiations regarding the amount of the Appraised Rental, provided, however, that such amount may not be no lower than the rental rate for the prior period (i.e., $1,166,319 per annum). If the Appraised Rental is not finalized by August 1, 2024, the Air Rights Tenant will be required to continue to pay rent at the prior rental rate (i.e., $1,166,319 per annum), and upon determination of the Appraised Rental (assuming such rate is higher that the rental rate for the prior period), the Air Rights Tenant will pay the difference between the Appraised Rental and the rent paid on account for all months elapsed theretofore on the first day of the month following such determination. Upon resolution of the final rental rate, such rental rate will remain in effect through July 31, 2047, at which time, the rental rate will again be the greater of the rental for the prior period or 1.6065% of the fair value of the land.
(6)Base rent for two of the retail suites is above market. Based on the appraiser’s market rents for these two suites, the Underwritten Net Operating Income would be approximately $46,959,997. The 640 5th Avenue Whole Loan underwritten NOI Debt Yield would decrease from 18.7% to 15.7% and the underwritten NOI Debt Service Coverage Ratio would decrease from 2.37x to 1.98x.

 

Environmental. According to the Phase I environmental assessment dated April 17, 2024, there was no evidence of any recognized environmental conditions at the 640 5th Avenue Property.

 

The Market. The 640 5th Avenue Property is located in New York, New York, more specifically in the Manhattan retail market. The Manhattan retail market has regressed since the pandemic, but not as strongly as the office market. The retail market is driven by Manhattan’s pedestrians and tourists. According to the appraisal, New York City expects to welcome 63.2 million visitors in 2023, and total city visitors will surpass 2019 levels by 2024. The 640 5th Avenue Property is situated on upper Fifth Avenue, one of the most well-known retail areas in the United States. Notable features in the proximate area of the 640 5th Avenue Property include Rockefeller Center, 4.7 million square feet of Class A office space, the New York Public Library, a Ritz-Carlton hotel and conference center, central park and luxury residential buildings. As of the fourth quarter of 2023, total leasing velocity in the market increased 6.6% year-over-year with the average annual leasing velocity of 2.9 million square feet. The 640 5th Avenue Property is also located in the Manhattan office market, which has been practically brought to a halt since March 2020. According to the appraisal, as of the fourth quarter of 2023, the Manhattan office vacancy rate reached 12.8% with an availability rate of 18.5%. According to the appraisal, the 2023 total population within a 0.25-, 0.5- and one-mile radii of the 640 5th Avenue Property was 1,772, 25,066 and 200,725, respectively, and the 2023 median household income within the same radii was $129,959, $135,306 and $124,189, respectively.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

According to a third-party report, the 640 5th Avenue Property is located in the Fifth Avenue retail submarket, ranging from Saks Fifth Avenue (East 50th Street) to the GM Building (East 60th Street). According to the appraisal, this area is identified as one of the top five most expensive retail corridors in the world. As of the fourth quarter of 2023, the Fifth Avenue retail submarket had an availability rate of 17.1%, which is consistent with the previous quarter. The average asking rent was $1,201 per square foot, a decrease over the asking rent of $1,345 per square foot from the previous quarter.

 

According to a third-party report, the 640 5th Avenue Property is located in the Plaza District office submarket. As of the fourth quarter of 2023, the Plaza District office submarket had an inventory of 26.2 million square feet with a 13.6% vacancy rate. The average asking rent was $111.15 per square foot, an increase over the asking rent of $95.83 per square foot from the previous year.

 

The following table presents certain information relating to comparable retail leases for the 640 5th Avenue Property:

 

Comparable Retail Rental Summary(1)
Property / Location Year Built / Renovated Gross Building Area (SF) Tenant Size (SF) Tenant Name Annual Base Rent PSF Commencement Lease Term (Months)
640 5th Avenue 1949 / 2003 314,533(2) 63,779(2) Victoria’s Secret $576.42(2) Feb-16(2) 192(2)
New York, NY
691 Madison Avenue NAV NAV 23,339 Dolce & Gabanna $514.16 Q4-23 180.0
New York, NY
693 Fifth Avenue NAV NAV 14,761 Burberry $372.60 Q1-23 20.0
New York, NY
690 Madison Avenue NAV NAV 7,848 Van Cleef and Arpels $573.39 Q1-23 120.0
New York, NY
140 West 57th Street NAV NAV 15,482 Morton Williams $108.15 Q3-22 180.0
New York, NY
645 Fifth Avenue NAV NAV 2,320 Tag Heuer $1,185.34 Q3-22 132.0
New York, NY
680 Fifth Avenue NAV NAV 14,000 Swarovski $500.00 Q1-22 132.0
New York, NY
144 West 46th Street NAV NAV 4,500 Gossip Bar $93.33 Q3-21 144.0
New York, NY
660 Fifth Avenue NAV NAV 8,071 Citibank (Side Street) $164.75 Q1-21 123.0
New York, NY
721-725 Fifth Avenue NAV NAV 48,167 Gucci $519.03 Q1-21 84.0
New York, NY
730 Fifth Avenue NAV NAV

2,808

4,505

Chopard

Mikimoto

$1,673.79

$958.94

Q3-20

Q2-19

120.0

120.0

New York, NY
685 Fifth Avenue NAV NAV 896 Tag Heuer $3,000.00 Q1-20 36.0
New York, NY
(1) Information obtained from the appraisal unless otherwise indicated.
(2)Based on the underwritten rent roll dated January 31, 2024. Annual Base Rent PSF includes contractual rent steps through June 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.

 106 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

The following table presents certain information relating to comparable office leases for the 640 5th Avenue Property:

 

Comparable Office Rental Summary(1)
Property Address/Location Year Built / Renovated Gross Building Area (SF) Tenant Size (SF) Tenant Name Annual Base Rent PSF Commencement Lease Term (Months)
640 5th Avenue 1949 / 2003 314,533(2) 40,615(2) Fidelity Real Estate Company $80.00(2) Dec-16(2) 120.0(2)
New York, NY
745 Fifth Avenue 1930 / 1989 535,451

11,227

12,400

12,307

Fundamental Advisors

Hakluyt and Company

Hildred Capital

$105.45

$95.91

$69.31

Feb-24

Dec-23

Jul-23

130.0

135.0

132.0

New York, NY
360 Madison Avenue 1981 / 2002 373,000 14,883 Vestwell $64.38 Nov-23 135.0
New York, NY
40 West 57th Street 1972 / NAP 712,000 25,000 Access Industries $88.31 Nov-23 134.0
New York, NY
1 Rockefeller Plaza 1936 / NAP 655,350 19,468 Ingalls & Synder $66.36 Oct-23 132.0
New York, NY
767 Fifth Avenue 1968 / 2019 1,965,003

15,445

48,000

38,100

Balyasny Asset Management L.P.

CVC Capital Partners

Grosvenor Capital

$101.82

$87.84

$94.67

Sep-23

Sep-23

Jun-23

130.0

200.0

180.0

New York, NY
510 Madison Avenue 2009 / 2012 355,089 5,891 Granger Management Holdings LLC $100.29 Sep-23 82.0
New York, NY
545 Madison Avenue 1955 / 2021 153,583 7,000 Helix Partners Management $79.20 May-23 60.0
New York, NY
595 Madison Avenue 1929 / 2011 331,000 13,227 Matouk $55.48 Apr-23 120.0
New York, NY
590 Madison Avenue 1982 / 2006 1,049,759 25,030 Schonfeld Securities, LLC $79.52 Mar-23 96.0
New York, NY
535 Madison Avenue 1982 / NAP 548,530 14,875 The Lanier Law Firm $69.39 Jan-23 130.0
New York, NY
(1) Information obtained from the appraisal unless otherwise indicated.
(2)Based on the underwritten rent roll dated January 31, 2024. Annual Base Rent PSF includes contractual rent steps through June 2025.

 

The Borrower. The borrower is 640 Fifth Avenue Owner LLC, a Delaware limited liability company structured as a single purpose, bankruptcy-remote entity, with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 640 5th Avenue Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is Vornado Realty Trust (“Vornado”). Vornado is a real estate investment firm that owns and manages over 26 million square feet of LEED certified buildings and received the Energy Star Partner of the Year Award, Sustained Excellence 2022. Vornado commemorated 50 years on the New York Stock Exchange in 2012 and is a member of the S&P MidCap 400. Vornado’s portfolio is concentrated on office and retail properties in New York. Vornado has 57 Manhattan operating properties consisting of approximately 20.4 million square feet of office space in 30 of the properties, approximately 2.4 million square feet of street retail space in 50 of the properties and 1,662 residential units in five Manhattan properties.

 

The non-recourse carveout guarantor is Manhattan High Street Holdings LP, a subsidiary of Vornado. The non-recourse carveout guarantor’s recourse obligations with respect to bankruptcy or insolvency related events is capped at 25% of the outstanding principal balance of the 640 5th Avenue Whole Loan, plus the lender’s enforcement costs under the guaranty, including reasonable attorneys’ fees. Additionally, recourse for losses relating to a transfer of the related mortgaged property or interests in the borrower is limited as described under “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

Property Management. The 640 5th Avenue Property is managed by Vornado Office Management LLC, a borrower sponsor affiliate.

 

Escrows and Reserves. At origination of the 640 5th Avenue Whole Loan, the borrower deposited $1,567,900 for tenant improvements and leasing commissions and approximately $1,648,112 for free rent reserves.

 

Tax Escrows – On a monthly basis during a Trigger Period (as defined below), the borrower is required to escrow 1/12th of the estimated annual real estate tax payments.

 

Insurance Escrows – On a monthly basis during a Trigger Period, the borrower is required to escrow 1/12th of the annual estimated insurance payments. Such reserve has been conditionally waived so long as the borrower maintains a blanket policy meeting the requirements of the 640 5th Avenue Whole Loan documents and the borrower provides evidence of the renewal of any insurance policy prior to the expiration thereof and receipts for the payment of the applicable premiums.

 

Replacement Reserve – On a monthly basis during a Trigger Period, the borrower is required to escrow approximately $8,134 for the payment or reimbursement of approved capital expenses. Such monthly deposits will not be required during such time that the balance of the capital expense reserve exceeds approximately $195,217.

 

Rollover Reserve – On a monthly basis, the borrower is required to escrow $500,000 for approved leasing expenses. Such monthly deposits will not be required during such time that the balance of the capital expense reserve exceeds approximately $15,000,000.

 

Free Rent Reserve – Provided that no event of default exists, on each monthly payment date, the free rent funds deposited for each applicable lease will be disbursed in the amounts equal to the applicable monthly rent credits or free rent amounts set forth in the 640 5th Avenue Whole Loan documents.

 

Lockbox / Cash Management. The 640 5th Avenue Whole Loan is structured with a hard lockbox and in-place cash management. The borrower was required to deliver tenant direction letters to the existing tenants at the 640 5th Avenue Property, directing them to remit their rent directly to the lender-controlled lockbox. The borrower is required to cause revenue received by the borrower or the property manager, as applicable, from the 640 5th Avenue Property to be deposited into such lockbox within 10 business days. All funds in the lockbox account are required to be swept each business day into the lender-controlled cash management account and applied and disbursed in accordance with the 640 5th Avenue Whole Loan documents. All excess cash flow will be deposited, (A) provided no Trigger Period is continuing (i) for so long as the 640 5th Avenue Mezzanine Loan remains outstanding, into the 640 5th Avenue Mezzanine Loan subaccount, or (ii) following the repayment in full of the 640 5th Avenue Mezzanine Loan, into the borrower’s account, or (B) during the continuance of a Trigger Period, into the excess cash trap subaccount held by the lender.

 

A “Trigger Period” means a period commencing upon the earliest to occur of (i) an event of default under the 640 5th Avenue Whole Loan or the 640 5th Avenue Mezzanine Loan, (ii) a Low Debt Yield Trigger Period (as defined below) or (iii) a Victoria’s Secret Event Period (as defined below), and ending if, with respect to a Trigger Period continuing pursuant to (A) clause (i), the event of default commencing the Trigger Period has been cured or waived and such cure has been accepted by the applicable lender or the applicable lender has waived such event of default in writing, and no other event of default is then continuing, (B) clause (ii), the Low Debt Yield Trigger Period has ended and (C) clause (iii), such Victoria’s Secret Event Period has ended.

 

A “Low Debt Yield Trigger Period” means a period commencing if, as of the last day of any calendar quarter, the NOI Debt Yield (as defined below) is less than 10.0%, and ending if the NOI Debt Yield is equal to or in excess of 10.0% on any subsequent calculation date; provided, however, that a Low Debt Yield Trigger Period will be deemed not to exist as of such related calculation date if, not later than 15 business days after the borrower’s receipt of notice from the lender that a Low Debt Yield Trigger Period has commenced, the borrower (a) prepays a portion of the 640 5th Avenue Whole Loan, along with any yield maintenance premium, and the 640 5th Avenue Mezzanine Loan in accordance with the terms of the 640 5th Avenue Mezzanine Loan documents, which amount will be applied, in each case, on a pro rata basis to the 640 5th Avenue Whole Loan and the 640 5th Avenue Mezzanine Loan, or (b) delivers to the lender as additional collateral for the 640 5th Avenue Whole Loan, either (i) cash, which must be deposited into, or retained in, the cash collateral account, or (ii) a letter

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 7 – 640 5th Avenue

of credit in lieu of cash, in each case, in an amount equal to the Low Debt Yield Avoidance Amount (as defined below). If the borrower delivers to the lender such Low Debt Yield Avoidance Collateral (as defined below), then for so long as the lender holds such Low Debt Yield Avoidance Collateral, the NOI Debt Yield will be calculated based on the assumption that the outstanding principal balance of the 640 5th Avenue Whole Loan has been reduced by the value of the Low Debt Yield Avoidance Collateral, such value being the amount of cash or notional amount of any letter of credit.

 

The “NOI Debt Yield” means, as of any date of determination, a fraction, expressed as a percentage, of which (a) the numerator is the underwritten net operating income as of such date; and (b) the denominator is the sum of the outstanding principal balances, as of such date, of (A) the 640 5th Avenue Whole Loan and (B) the 640 5th Avenue Mezzanine Loan.

 

A “Low Debt Yield Avoidance Amount” means, at any point in time, the amount that when applied on a pro rata basis to the reduction of the then-current outstanding principal balance of the 640 5th Avenue Whole Loan and the then-current outstanding principal balance of the 640 5th Avenue Mezzanine Loan would cause the NOI Debt Yield to equal at least 10.0%, taking into account the aggregate amount of Low Debt Yield Avoidance Collateral previously provided by the borrower and then held by the lender.

 

Low Debt Yield Avoidance Collateral” means (i) cash or (ii) a letter of credit in lieu of cash, in each case, in an amount equal to the Low Debt Yield Avoidance Amount.

 

A ”Victoria’s Secret Event Period” will (i) commence upon the occurrence, as applicable, of (x) a bankruptcy or other insolvency proceeding, whether voluntary or involuntary, with respect to the Victoria’s Secret tenant or any guarantor of the Victoria’s Secret lease, or (y) the Victoria’s Secret tenant discontinues normal business operations at the Victoria’s Secret leased space, other than a temporary cessation of business operations for permitted alterations, renovations, necessary repairs or restoration following casualty, provided that in any such case the Victoria’s Secret tenant continues to pay all contractual rent, and (ii) will end upon the first to occur of (a) in the event the Victoria’s Secret Event Period commenced due to a bankruptcy or other insolvency proceeding, the affirmation of the Victoria’s Secret lease in such applicable proceeding, provided that the Victoria’s Secret tenant is actually paying all rents and other amounts due under the Victoria’s Secret lease, (b) in the event the Victoria’s Secret Event Period commenced due to a vacancy at the Victoria’s Secret leased space, the Victoria’s Secret tenant re-commences normal business operations at the Victoria’s Secret leased space in accordance with the terms and conditions of the Victoria’s Secret lease and (c) the date on which the entirety of the Victoria’s Secret space is leased to one or more replacement tenants that are acceptable to the lender.

 

Subordinate and Mezzanine Debt. Concurrently with the origination of the 640 5th Avenue Whole Loan, a $100,000,000 mezzanine loan (the “640 5th Avenue Mezzanine Loan” and together with the 640 5th Avenue Whole Loan, the “640 5th Avenue Total Debt”) was funded by MSBNA and GSBI, which is secured by the mezzanine borrower’s direct equity interests in the borrower. The mezzanine borrower is required under the 640 5th Avenue Mezzanine Loan to make monthly payments to the Mezzanine Lenders equal to (x) principal in the amount of approximately $145,833 and (y) the monthly interest payment. The 640 5th Avenue Mezzanine Loan accrues interest at a rate of 11.50000% per annum and is coterminous with the 640 5th Avenue Whole Loan.

 

Permitted Future Mezzanine Debt. Not permitted.

 

Partial Release. Not permitted.

 

Ground Lease. A prior owner of the 640 5th Avenue Property ground leased the 640 5th Avenue Property to the Air Rights Tenant, and the Air Rights Tenant who subleased the 640 5th Avenue Property (other than development rights relating to one of the two buildings comprising the 640 5th Avenue Property, which were retained by the Air Rights Tenant) back to such prior owner of the 640 5th Avenue Property, solely for purposes of satisfying certain zoning requirements in connection with the transfer of such development rights to the Air Rights Tenant. The borrower receives an annual fixed rent payment from the Air Rights Tenant pursuant to the Air Rights Lease that expires on July 30, 2070. The annual rent from the Air Rights Lease is calculated as described in “Operating History and Underwritten Net Cash Flow” above. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” 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.

 109 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

Mortgage Loan Information   Property Information
Mortgage Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $25,000,000   Title: Fee
Cut-off Date Principal Balance(1): $25,000,000   Property Type – Subtype: Mixed Use Office / Retail
% of IPB: 3.1%   Net Rentable Area (SF): 578,105
Loan Purpose: Refinance   Location: New York, NY
Borrower: 23rd Street Properties LLC   Year Built / Renovated: 1911 / 1987
Borrower Sponsors: Robert B. Getreu, Michael T. Cohen and Andrew H. Roos   Occupancy: 73.5%
Interest Rate: 6.07000%   Occupancy Date: 4/1/2024
Note Date: 4/5/2024   4th Most Recent NOI (As of): NAV
Maturity Date: 4/6/2029   3rd Most Recent NOI (As of): $31,038,555 (12/31/2021)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $30,708,273 (12/31/2022)
Original Term: 60 months   Most Recent NOI (As of)(5): $33,517,438 (12/31/2023)
Original Amortization Term: None   UW Economic Occupancy: 74.9%
Amortization Type: Interest Only   UW Revenues: $41,557,426
Call Protection: L(27),D(26),O(7)   UW Expenses: $17,664,098
Lockbox / Cash Management: Springing   UW NOI(5): $23,893,328
Additional Debt(1): Yes   UW NCF: $22,754,765
Additional Debt Balance(1): $130,000,000   Appraised Value / Per SF: $420,000,000 / $727
Additional Debt Type(1): Pari Passu   Appraisal Date: 2/15/2024
         

 

Escrows and Reserves(2)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $268
Taxes(3): $4,088,374 $1,022,093 N/A   Maturity Date Loan / SF: $268
Insurance: $0 Springing N/A   Cut-off Date LTV: 36.9%
Replacement Reserves: $0 $9,635 $346,863   Maturity Date LTV: 36.9%
TI/LC: $0 $0 N/A   UW NCF DSCR: 2.39x
Other Reserves(4): $27,248,306 $0 N/A   UW NOI Debt Yield: 15.4%
             
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan Amount $155,000,000 89.6 %   Loan Payoff $139,632,947 80.7 %
Equity Contribution 12,777,258 7.4     Reserves(3) 31,336,680 18.1  
Other Sources(3) 5,206,287 3.0     Closing Costs 2,013,918 1.2  
Total Sources $172,983,545 100.0 %   Total Uses $172,983,545 100.0 %
(1)The 28-40 West 23rd Street Mortgage Loan (as defined below) is part of a whole loan that is comprised of five pari passu promissory notes with an aggregate original principal balance as of the Cut-off Date of $155,000,000 (the “28-40 West 23rd Street Whole Loan”). The Financial Information in the chart above is based on the aggregate outstanding principal balance as of the Cut-off Date of the 28-40 West 23rd Street Whole Loan.
(2)See “Escrows and Reserves” below for further discussion of reserve information.
(3)Initial Taxes were funded from the existing tax reserve held in connection with the prior loan secured by the 28-40 West 23rd Street Property (as defined below).
(4)Other Reserves consist of an initial future capital expenditures reserve of $23,149,913 and an initial unfunded obligations reserve of approximately $4,098,393.
(5)The decrease from Most Recent NOI to UW NOI is primarily attributable to Xandr vacating their space at the 28-40 West 23rd Street Property at the end of their lease term in March 2024. The Xandr lease accounted for 153,105 square feet and $13,547,475 of annual base rent.

The Loan. The 28-40 West 23rd Street mortgage loan (the “28-40 West 23rd Street Mortgage Loan”) is part of a whole loan secured by the borrower’s fee interest in a mixed-use office and retail property totaling 578,105 square feet located in New York, New York (the “28-40 West 23rd Street Property”). The 28-40 West 23rd Street Whole Loan is comprised of five pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $155,000,000. The 28-40 West 23rd Street Whole Loan accrues interest at a fixed rate of 6.07000% per annum on an Actual/360 basis. The 28-40 West 23rd Street Whole Loan has an initial term of five years and is interest-only for the full term. The 28-40 West 23rd Street Mortgage Loan is evidenced by the non-controlling Note A-3 with an outstanding principal balance as of the Cut-off Date of $25,000,000.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

The table below identifies the promissory notes that comprise the 28-40 West 23rd Street Whole Loan. The relationship between the holders of the 28-40 West 23rd Street Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The 28-40 West 23rd Street Whole Loan is serviced under the pooling and servicing agreement for the Benchmark 2024-V7 securitization.

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $65,000,000 $65,000,000 Benchmark 2024-V7 Yes
A-2 $50,000,000 $50,000,000 BMO 2024-5C4 No
A-3 $25,000,000 $25,000,000 BBCMS 2024-5C27 No
A-4 $10,000,000 $10,000,000 Benchmark 2024-V7 No
A-5 $5,000,000 $5,000,000 Benchmark 2024-V7 No
Whole Loan $155,000,000 $155,000,000    

The Property. The 28-40 West 23rd Street Property is a part-six- and part-12-story, mixed-use office and retail property totaling 578,105 square feet in New York, New York. The 28-40 West 23rd Street Property is situated on a 1.285-acre site along the south side of West 23rd Street, between Fifth and Sixth Avenue, in the Flatiron/Union Square submarket of New York, New York. The 28-40 West 23rd Street Property was originally constructed in 1911 and most recently renovated in 1987. At origination of the 28-40 West 23rd Street Whole Loan the borrower reserved $23,149,913 for future capital expenditures at the 28-40 West 23rd Street Property including renovations to the fourth through sixth floors that were recently vacated, upgrades to the roof deck, atrium and 7th floor terrace, expansions of the skylight and atriums that run through the center of the building and elevator modernization.

The 28-40 West 23rd Street Property consists of 459,605 square feet of office space and 118,500 square feet of retail space. As of April 1, 2024, the 28-40 West 23rd Street Property was in the aggregate 73.5% occupied, as the retail space was 100.0% leased by Home Depot and the office space was 66.7% leased by RAMP and Aramis – Estee Lauder (“Estee Lauder”).

Major Tenants. The three largest tenants based on net rentable area are Estee Lauder, Home Depot and RAMP.

Estee Lauder (240,500 square feet; 41.6% of net rentable area; 61.9% of underwritten base rent). Estee Lauder (NYSE: EL) operates its Aramis brand out of the 28-40 West 23rd Street Property. Aramis is a New York-based company that manufactures and markets a brand of men’s fragrance and grooming products that are sold mainly in department stores. The brand was launched in 1963 and is now sold in approximately 150 countries around the world. Estee Lauder has been a tenant at the 28-40 West 23rd Street Property since January 2014 and has a current lease term through January 2028 with one, five-year renewal option remaining and no termination options.

Home Depot (118,500 square feet; 20.5% of net rentable area; 22.6% of underwritten base rent). Founded in 1978, Home Depot is a home improvement retailer that sells a wide assortment of building materials, home improvement, and lawn and garden products. Home Depot has approximately 475,000 employees across more than 2,300 stores in the U.S., Canada and Mexico. Home Depot has been at the 28-40 West 23rd Street Property since August 2003 and has a current lease term through January 2036 with one, 10-year renewal option remaining and no termination options.

RAMP (66,000 square feet; 11.4% of net rentable area; 15.5% of underwritten base rent). RAMP is a fintech company that utilizes their space at the 28-40 West 23rd Street Property as their corporate headquarters. RAMP offers financial solutions for startups, small businesses, mid-markets and enterprises with services including corporate cards, expense management, procurement and mobile apps. RAMP recently commenced their lease at the 28-40 West 23rd Street Property in April 2024 and has a current lease term through November 2029 with one, five-year renewal option remaining and no termination options. RAMP is in a rent abatement period and is not required to begin paying rent until November 25, 2024. At origination of the 28-40 West 23rd Street Whole Loan, $2,200,000 was reserved for outstanding free rent in connection with the RAMP lease.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

Appraisal. According to the appraisal, the 28-40 West 23rd Street Property had an “as-is” appraised value of $420,000,000 as of February 15, 2024, as shown in the table below. Based on the “as-is” value of $420,000,000, the Cut-off Date LTV and Maturity Date LTV for the 28-40 West 23rd Street Whole Loan are 36.9%.

28-40 West 23rd Street Appraised Value(1)
Property Value Capitalization Rate
28-40 West 23rd Street $420,000,000 5.75%
(1)Source: Appraisal.

Environmental. The Phase I environmental assessment of the 28-40 West 23rd Street Property dated February 23, 2024 identified no recognized environmental conditions, controlled environmental conditions or significant data gaps with the property. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The following table presents certain information relating to the historical occupancy of the 28-40 West 23rd Street Property:

 

Historical and Current Occupancy(1)
2021 2022 2023 Current(2)(3)
100.0% 100.0% 100.0% 73.5%
(1)Historical Occupancies are as of December 31 of each respective year, unless otherwise specified.
(2)Based on the underwritten rent roll dated April 1, 2024.
(3)The decrease between historical and current occupancy is driven by the former tenant Xandr being marked as vacant as its lease expired in March 2024.

 

The following table presents certain information relating to the major tenants at the 28-40 West 23rd Street Property:

 

Top Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
UW
Base Rent PSF

UW
Base Rent
% of Total
UW Base Rent
Lease
Exp. Date
Estee Lauder A1/A/NR  240,500   41.6 % $87.97 $21,156,188 61.9 % 1/31/2028
Home Depot A2/A/A  118,500   20.5   $65.20 7,726,052 22.6   1/31/2036
RAMP(3) NR/NR/NR  66,000   11.4   $80.00 5,280,000 15.5   11/30/2029
Total Occupied    425,000   73.5 % $80.38 $34,162,241 100.0 %  
Vacant Space    153,105   26.5          
Totals/ Wtd. Avg.    578,105   100.0 %        
(1)Based on the underwritten rent roll dated April 1, 2024, inclusive of $1,697,993 of straight line rent steps.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)RAMP is in a rent abatement period and is not required to begin paying rent until November 25, 2024. At origination, $2,200,000 was reserved for outstanding free rent in connection with the RAMP lease.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

The following table presents certain information relating to the lease rollover schedule at the 28-40 West 23rd Street Property:

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant 0 153,105 26.5 % NAP NAP   153,105   26.5% NAP  NAP
2024 0 0 0.0   0 0.0 % 153,105   26.5% $0 0.0%
2025 0 0 0.0   0 0.0   153,105   26.5% $0 0.0%
2026 0 0 0.0   0 0.0   153,105   26.5% $0 0.0%
2027 0 0 0.0   0 0.0   153,105   26.5% $0 0.0%
2028 1 240,500 41.6   21,156,188 61.9   393,605   68.1% $21,156,188 61.9%
2029 1 66,000 11.4   5,280,000 15.5   459,605   79.5% $26,436,188 77.4%
2030 0 0 0.0   0 0.0   459,605   79.5% $26,436,188 77.4%
2031 0 0 0.0   0 0.0   459,605   79.5% $26,436,188 77.4%
2032 0 0 0.0   0 0.0   459,605   79.5% $26,436,188 77.4%
2033 0 0 0.0   0 0.0   459,605   79.5% $26,436,188 77.4%
2034 0 0 0.0   0 0.0   459,605   79.5% $26,436,188 77.4%
2035 & Beyond 1 118,500 20.5   7,726,052 22.6   578,105 100.0% $34,162,241 100.0%
Total 3 578,105 100.0 % $34,162,241 100.0 %        
(1)Based on the underwritten rent roll dated April 1, 2024, inclusive of $1,697,993 of straight line rent steps for investment grade tenants.

 

 

The following table presents certain information relating to the underwritten cash flows of the 28-40 West 23rd Street Property:

 

Operating History and Underwritten Net Cash Flow
    2021 2022 2023 Underwritten Per Square Foot %(1)   
In Place Rent(2)   $38,720,183 $39,188,548 $42,377,811 $32,464,248 $56.16 60.1 %
Contractual Rent Steps(2)   0 0 0 1,697,993 2.94 3.1  
Potential Income from Vacant Space   0 0 0 13,547,475 23.43 25.1  
Gross Potential Rent   $38,720,183 $39,188,548 $42,377,811 $47,709,716 $82.53 88.3 %
Total Reimbursements   7,206,856 7,759,949 8,050,131 6,309,666 10.91 11.7  
Total Gross Income   $45,927,039 $46,948,497 $50,427,942 $54,019,382 $93.44 100.0 %
Other Income(3)   1,039,396 1,067,740 1,218,146 1,085,519 1.88 2.0
(Vacancy/Credit Loss)   0 0 0 (13,547,475) (23.43) (25.1 )
Effective Gross Income   $46,966,435 $48,016,236 $51,646,088 $41,557,426 $71.89 76.9 %
Management Fee   1,935,310 1,910,130 2,035,502 1,000,000 1.73 2.4  
Real Estate Taxes   9,886,525 10,764,763 11,440,323 12,039,136 20.83 29.0  
Insurance   294,213 275,035 301,302 273,440 0.47 0.7  
Other Expenses(4)   3,811,832 4,358,036 4,351,523 4,351,523 7.53 10.5
Total Expenses   $15,927,879 $17,307,963 $18,128,650 $17,664,098 $30.56 42.5 %
Net Operating Income   $31,038,555 $30,708,273 $33,517,438 $23,893,328 $41.33 57.5 %
Capital Expenditures   0 0 0 115,621 0.20 0.3  
TI/LC   0 0 0 1,022,942 1.77 2.5  
Net Cash Flow   $31,038,555 $30,708,273 $33,517,438 $22,754,765 $39.36 54.8 %
(1)Revenue-related figures are calculated as a percentage of Total Gross Income. All non-revenue related figures are calculated as a percentage of Effective Gross Income.
(2)Underwritten In Place Rent is based on the underwritten rent roll dated April 1, 2024. Contractual Rent Steps are inclusive of $1,697,993 of straight line rent steps for investment grade tenants.
(3)Underwritten Other Income includes condenser water, overtime HVAC, water and sewer and additional miscellaneous income.
(4)Other Expenses include payroll and benefits, repairs and maintenance, utilities and general and administrative expenses.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

The Market. The 28-40 West 23rd Street Property is located in between Fifth and Sixth Avenue in the Flatiron District of New York, New York and is a part of the Flatiron/Union Square office submarket and the Flatiron retail submarket of Manhattan. The 28-40 West 23rd Street Property is located in close proximity to Madison Square Park and is accessible via the 1, 2, 3, N, R, 4, 5 and 6 trains.

According to the appraisal, as of December 31, 2023, the Flatiron/Union Square office submarket had a total inventory of approximately 24.7 million square feet, an overall vacancy rate of 23.8% and an overall asking rent of $83.91 per square foot. Furthermore, as of December 31, 2023, the Flatiron retail submarket had an overall vacancy rate of 15.7% and an average asking rent of $221 per square foot.

The following table presents information relating to comparable office leases for the 28-40 West 23rd Street Property:

Comparable Office Rental Summary(1)
Property Name Tenant Suite Size (SF) Lease Commencement Lease Term (Mos) Rent (PSF)
28-40 West 23rd Street Various Various Various Various $81.33(2)

Confidential Park Avenue

South

Confidential 25,000 SF April 2024 120 mos. $100.00
295 Fifth Avenue Quinn Emanuel 131,661 SF March 2024 199 mos. $83.50
888 Broadway Connaught 5,339 SF December 2023 93 mos. $91.00
817 Broadway Inspired Capital 9,943 SF December 2023 121 mos. $99.00
200 Fifth Avenue Doordash 115,382 SF December 2023 120 mos. $101.00
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated April 1, 2024. Rent (PSF) does not include rent steps.

 

The following table presents information relating to comparable retail leases for the 28-40 West 23rd Street Property:

 

Comparable Retail Rental Summary(1)
Property Name Tenant Suite Size (SF) Lease Commencement Lease Term (Yrs) Rent (PSF)
28-40 West 23rd Street Home Depot 118,500 SF November 2020 183 mos. $63.59(2)
7 West 21st Street Bathhouse 34,328 SF March 2021 180 mos. $58.26
881 Broadway Crate & Barrel 35,000 SF January 2023 120 mos. $94.29
44 Union Square East Petco 29,989 SF January 2022 120 mos. $105.04
620 Avenues of the Americas Bed Bath & Beyond 92,025 SF February 2021 120 mos. $92.37
401 East 60th Street Home Depot 119,882 SF January 2021 241 mos. $94.26
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated April 1, 2024. Rent (PSF) does not include rent steps.

 

The Borrower. The borrower is 23rd Street Properties LLC, a Delaware limited liability company and special purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 28-40 West 23rd Street Whole Loan.

 

The Borrower Sponsors. The borrower sponsors are Robert B. Getreu, Michael T. Cohen and Andrew H. Roos of Williams Equities. Founded in 1926, Williams Equities is a fourth-generation real estate investment company that owns a portfolio of 12 New York City office buildings. The related 28-40 West 23rd Street Whole Loan documents do not provide for a separate carveout guarantor or environmental indemnitor that is distinct from the borrower.

 

 

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

Property Management. The 28-40 West 23rd Street Property is managed by Colliers International NY LLC, an affiliate of the borrower sponsors.

Escrows and Reserves. At origination of the 28-40 West 23rd Street Whole Loan, the borrower deposited approximately: (i) $4,088,374 into a tax reserve, (ii) $4,098,393 into an unfunded obligations reserve and (iii) $23,149,913 into a future capital expenditures reserve.

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12th of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $1,022,093).

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount that will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, that such insurance reserve has been conditionally waived so long as the borrower maintains a blanket policy meeting the requirements of the 28-40 West 23rd Street Whole Loan documents.

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $9,635, subject to a cap of $346,863.

Lockbox / Cash Management. The 28-40 West 23rd Street Whole Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Trigger Period (as defined below), the lender is permitted to deliver on the borrower’s behalf direction letters to all tenants at the 28-40 West 23rd Street Property directing them to pay to a lender-controlled lockbox account all rent and other sums that would otherwise be paid to the borrower. After the first occurrence of a Trigger Period, the borrower is required to cause revenue received by the borrower or the property manager, as applicable, to be deposited into such lender-controlled lockbox account. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of the borrower unless a Trigger Period exists and the lender elects, in its sole and absolute discretion, to deliver a restricted account notice. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the 28-40 West 23rd Street Whole Loan documents. All excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 28-40 West 23rd Street Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 28-40 West 23rd Street Whole Loan; provided, however, that if no event of default has occurred and is continuing, any excess cash flow funds collected during the continuance of a Specified Tenant Trigger Period (as defined below) will be disbursed to the borrower to cover approved Specified Tenant (as defined below) leasing costs. Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower; provided, however, any excess cash flow funds required to satisfy either the Specified Tenant Excess Cash Flow Condition (as defined below) or the ST Cap Condition (as defined below) will be retained by the lender in the excess cash flow account until certain stabilization conditions are satisfied. Upon an event of default under the 28-40 West 23rd Street Whole Loan documents, the lender may apply funds to the mortgage debt in such priority as it may determine.

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt yield falling below 8.0% and (iii) the occurrence of a Specified Tenant Trigger Period, and (B) expiring upon with regard to any Trigger Period commenced in connection with (x) clause (i) above, the cure (if applicable) of such event of default, (y) clause (ii) above, the date that the debt yield is equal to or greater than 8.0% for one calendar quarter and (z) clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

A Specified Tenant” means, as applicable, (i) Estee Lauder, a Delaware corporation, together with its successors and/or assigns, (ii) any other tenant whose lease, individually or when aggregated with all other leases at the 28-40 West 23rd Street Property with the same tenant or its affiliates, either accounts for 33% or more of (A) the total rental income for the 28-40 West 23rd Street Property or (B) the square footage of the 28-40 West 23rd Street Property, and (iii) any guarantors, if any, of the applicable related Specified Tenant leases. As of the date of origination of the 28-40 West 23rd Street Whole Loan, Home Depot was not a Specified 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) a Specified Tenant being in monetary or material non-monetary default under the applicable Specified Tenant lease beyond applicable notice and cure periods, (ii) a Specified Tenant failing to be in actual, physical possession of the Specified Tenant space, or applicable portion thereof, (iii) a Specified Tenant failing to be open for business during customary hours and/or “going dark” in 30% or more of the Specified Tenant space, or applicable portion thereof, (iv) a Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space, or applicable portion thereof, (v) any termination or cancellation of any Specified Tenant lease, including, without limitation, rejection in any bankruptcy or similar insolvency proceeding and/or any Specified Tenant lease failing to otherwise be in full force and effect, (vi) any bankruptcy or similar insolvency of a Specified Tenant and (vii) a Specified Tenant failing to extend or renew the applicable Specified Tenant lease as required under the terms of the 28-40 West 23rd Street Whole Loan documents, and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to the lender of (1) the satisfaction of the applicable Specified Tenant Cure Conditions (as defined below); (2) the borrower leasing (a) the entire Specified Tenant space, or applicable portion thereof, pursuant to one or more leases in accordance with the applicable terms and conditions of the 28-40 West 23rd Street Whole Loan documents, the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised and, in the lender’s judgment, the applicable Specified Tenant Excess Cash Flow Condition is satisfied in connection therewith, or (b) a portion of the applicable Specified Tenant space pursuant to one or more leases in accordance with the applicable terms and conditions of the 28-40 West 23rd Street Whole Loan documents with the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised, each such lease has commenced, a rent commencement date has been established under each such lease for a minimum lease term of five years, the gross rent payable under each such lease(s) is equal to or greater than the gross rent for the entirety of the applicable Specified Tenant space as of the date of origination of the 28-40 West 23rd Street Whole Loan and in the lender’s reasonable judgment, the applicable Specified Tenant Excess Cash Flow Condition is satisfied; or (3) solely with respect to a Specified Tenant Trigger Period contemplated in clause (A)(vii) of the definition of “Specified Tenant Trigger Period”, the date upon which both of the following has occurred: (a) the debt yield is equal to or greater than 12% exclusive of any rental income of the applicable Specified Tenant and (b) the ST Cap Condition is satisfied with respect to the applicable Specified Tenant space by (x) the amount of funds on deposit in excess cash flow account collected during the continuance of such Specified Tenant Trigger Period satisfying the ST Cap Condition and/or (y) the borrower depositing cash into the excess cash flow account and/or posting a letter of credit with the lender for such purpose, in each case, in an amount to satisfy the ST Cap Condition.

Specified Tenant Cure Conditions” means each of the following, as applicable, (i) the Specified Tenant has cured all defaults under the applicable Specified Tenant lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space, or applicable portion thereof, and open for business during customary hours and not “dark” in the Specified Tenant space, or applicable portion thereof, (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) the applicable Specified Tenant has renewed or extended the applicable Specified Tenant lease in accordance with the terms of the 28-40 West 23rd Street Whole Loan documents and, in the lender’s reasonable judgment, the applicable Specified Tenant Excess Cash Flow Condition is satisfied in connection therewith, (v) if applicable, the Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to a final, non-appealable order of a court of competent jurisdiction and (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease unless: (a) such non-payment of rent is solely the result of an abatement thereunder and (b) the borrower has reserved an amount equal to the total unabated rent that would otherwise be due and payable.

Specified Tenant Excess Cash Flow Condition” means, with respect to curing any Specified Tenant Trigger Period by re-tenanting the applicable Specified Tenant space or renewal/extension of any Specified Tenant lease, sufficient funds have been accumulated in the excess cash flow account and the leasing reserve account (during the continuance of the subject Specified Tenant Trigger Period) to cover all anticipated leasing commissions, tenant improvement costs, tenant allowances, free rent periods and/or rent abatement periods to be incurred in connection with any such re-tenanting or renewal/extension.

ST Cap Condition” means that the amount on deposit in the excess cash flow account is equal to or greater than (x) $100, multiplied by (y) the number of leasable square feet demised pursuant to the applicable Specified Tenant lease with respect to which the applicable Specified Tenant Trigger Period has occurred.

Subordinate Debt and Mezzanine Debt. None.

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 8 – 28-40 West 23rd Street

Permitted Future Mezzanine Debt. Not permitted.

Partial Release. Not Permitted.

Ground Lease. None.

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

 120 

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 9 Country View Apartments

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 9 Country View Apartments

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 9 Country View Apartments

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LMF   Single Asset / Portfolio: Single Asset
Original Principal Balance: $21,500,000   Title(3): Fee
Cut-off Date Principal Balance: $21,500,000   Property Type Subtype: Multifamily – Garden
% of IPB: 2.7%   Net Rentable Area (Units): 321
Loan Purpose: Refinance   Location: Memphis, TN
Borrowers(1): Country View 2022 LLC, FRM Country View LLC, HB Country View LLC and MF Country View LLC   Year Built / Renovated(4): 1973, 1985 / 2024
Borrower Sponsor: Pinchos D. Shemano   Occupancy: 92.5%
Interest Rate: 6.71000%   Occupancy Date: 5/28/2024
Note Date: 3/28/2024   4th Most Recent NOI (As of): NAV
Maturity Date: 4/6/2029   3rd Most Recent NOI (As of)(5): $1,785,787 (12/31/2022)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $1,885,291 (12/31/2023)
Original Term: 60 months   Most Recent NOI (As of): $1,918,298 (TTM 4/30/2024)
Original Amortization Term: None   UW Economic Occupancy: 89.3%
Amortization Type: Interest Only   UW Revenues: $3,085,989
Call Protection: L(11),YM1(45),O(4)   UW Expenses: $1,008,964
Lockbox / Cash Management: Springing   UW NOI: $2,077,025
Additional Debt: No   UW NCF: $1,996,775
Additional Debt Balance: N/A   Appraised Value / Per Unit: $31,900,000 / $99,377
Additional Debt Type: N/A   Appraisal Date: 12/19/2023
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $66,978
Taxes(2): $14,833 $3,532 N/A   Maturity Date Loan / Unit: $66,978
Insurance: $39,665 $18,888 N/A   Cut-off Date LTV: 67.4%
Immediate Repairs: $176,468 $0 N/A   Maturity Date LTV: 67.4%
Replacement Reserves: $0 $6,688 N/A   UW NCF DSCR: 1.37x
          UW NOI Debt Yield:  9.7%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds       % of Total
Mortgage Loan $21,500,000 99.9 %   Loan Payoff $19,616,498 91.1 %
Borrower Equity 28,026 0.1     Closing Costs(6) 1,680,563 7.8  
        Upfront Reserves 230,966 1.1  
Total Sources $21,528,026 100.0 %     Total Uses $21,528,026 100.0 %
(1)See “Description of the Mortgage Pool—Single Purpose Entity Covenants” in the Preliminary Prospectus.
(2)The Country View Apartments Property (as defined below) is subject to a 10-year payment in lieu of taxes (the “PILOT”) program, which commenced on July 30, 2018 and terminates during the Country View Apartments Mortgage Loan (as defined below) term on July 30, 2028.  In order to implement the PILOT program, the borrowers deeded fee ownership of the Country View Apartments Property to The Health, Educational and Housing Facility Board of the City of Memphis (the “HEHFB”) and the HEHFB leased the Country View Apartments Property back to the borrowers pursuant to a PILOT Lease and PILOT Agreement (the “PILOT Agreement”). The borrowers and the HEHFB entered into a fee and leasehold deed of trust upon the origination of the Country View Apartments Mortgage Loan. At the end of the PILOT term (or earlier termination of the PILOT Agreement), the City of Memphis is required to deed the Country View Apartments Property back to the borrowers. During the PILOT term, the tax assessed value of the Country View Apartments Property is “frozen” at $1,028,480 and PILOT payments are payable in lieu of real estate taxes in an amount equal to the current millage rates of Shelby County and the City of Memphis multiplied by one-half of that “frozen” assessed value. The 2023 City of Memphis millage rate was $2.7016 and the 2023 Shelby County millage rate was $3.39. In addition to the requirement to fund such PILOT payments, the PILOT documents require the following: (i) at least 40% of the units be rented to, and occupied by, persons/households earning 60% or less of the area median income for Shelby County, (ii) an occupancy threshold of at least 75% be maintained at all times at the Country View Apartments Property and (iii) certain tenant benefits, such as energy efficiency upgrades and social services, be implemented and maintained. In the event of a foreclosure or deed-in-lieu of foreclosure, the PILOT Agreement may be assumed by the lender without consent; however, the subsequent transfer of the PILOT Agreement requires HEHFB approval, which is not to be unreasonably withheld, conditioned or delayed. The Country View Apartments Mortgage Loan is recourse for any losses arising from a breach of the PILOT documents and full recourse if the PILOT documents are amended, modified or terminated without the lender’s prior written consent.  An estoppel letter was delivered by the HEHFB confirming no existing defaults under the PILOT documents. The lender underwrote taxes based on a 10-year average of the PILOT payments. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.
(3)In connection with the PILOT program, the borrowers temporarily transferred fee ownership in the Country View Apartments Property to the HEHFB. At the termination of the PILOT program, fee ownership will revert to the borrowers.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 9 Country View Apartments

(4)Renovations at the Country View Apartments Property began in February 2022 with 150 units being renovated by the previous owner and 62 units being renovated by the borrowers. The three-bedroom units have yet to be renovated by the borrowers, but the borrowers have indicated that they plan to renovate them as they turn over. 
(5)Represents nine months annualized.
(6)Closing Costs include $1,393,200 in origination fees.

 

The Loan. The Country View Apartments mortgage loan (the “Country View Apartments Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $21,500,000 and is secured by a first lien mortgage on the borrowers’ fee simple interest in a 321-unit, garden-style multifamily property located in Memphis, Tennessee (the “Country View Apartments Property”). The Country View Apartments Mortgage Loan accrues interest at a fixed rate of 6.71000% per annum. The Country View Apartments Mortgage Loan has a five-year term, is interest only for the term of the loan and accrues interest on an Actual/360 basis.

The Property. The Country View Apartments Property consists of 12, two-story multifamily buildings comprising 321 residential units totaling 266,831 square feet and one clubhouse totaling 1,400 square feet. Four buildings at the Country View Apartments Property were built in 1973, while the remaining eight buildings and clubhouse were built in 1985. The Country View Apartments Property features 116 one-bedroom, one-bathroom units averaging 646 square feet, 104 two-bedroom, one-bathroom units averaging 844 square feet, 56 two-bedroom, one-and-a-half bathroom units averaging 900 square feet, 32 three-bedroom, two-bathroom units averaging 1,069 square feet and 13 three-bedroom, one-and-a-half bathroom units averaging 1,500 square feet. 212 units at the Country View Apartments Property have been renovated since February 2022, of which 150 units were renovated by the previous owner and 62 units have been renovated by the borrowers. The Country View Apartments Property is located in Memphis, Tennessee and is situated about 13 miles northeast of downtown Memphis and about 15 miles east of the Mississippi River. The Country View Apartments Property is situated on approximately 17.53 acres and contains 601 surface parking spaces, resulting in a ratio of approximately 1.87 parking spaces per unit. The Country View Apartments Property amenities include a leasing office, playground, pool, laundry facility, gated entrance, on-site maintenance and picnic area with BBQ grills. The Country View Apartments Property units feature high speed internet, refrigerator, dishwasher, microwave oven, washer/dryer connections, disposal and patio/balcony.

The following table presents certain information with respect to the historical and current occupancy of the Country View Apartments Property:

Historical and Current Occupancy(1)
1/2022 1/2023 1/2024 Current(2)
89.0% 93.0% 94.0% 92.5%
 (1) Historical occupancy is as of January 31 for 2023 and 2022, and January 9 for 2024.
 (2) Current Occupancy is as of May 28, 2024.

 

The following table presents detailed information with respect to the current rental and market rate units at the Country View Apartments Property:

As Is Market Rate Unit Summary(1)
Unit Type No. of Units % of Total Average Unit Size (SF) Average Monthly Rental Rate Average Monthly Market Rental Rate(2)
1 Bedroom / 1 Bathroom 116 36.1 % 646 $731     $744  
2 Bedroom / 1 Bathroom 104 32.4   844 $823 $829
2 Bedroom / 1.5 Bathroom 56 17.4   900 $816 $820
3 Bedroom / 1.5 Bathroom 13 4.0         1,500   $894 $883
3 Bedroom / 2 Bathroom 32 10.0     1,069 $871 $871
Total/Wtd. Avg. 321  100.0 % 831 $797 $803
(1)Based on underwritten rent roll dated as of May 28, 2024.
(2)Source: 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 9 Country View Apartments

The following table presents certain information relating to the operating history and underwritten cash flows of the Country View Apartments Property:

 

Operating History and Underwritten Net Cashflow
            2022(1)            2023           TTM(2) Underwritten Per Unit       %(3)
Gross Potential Rent $2,507,171 $2,640,526 $2,723,201 $2,841,900 $8,853 83.2 %
Vacancy Gross Up 0 0 0 227,640 709 6.7  
Total Other Income(4) 306,579 339,456 344,375 344,375 1,073 10.1  
Net Rental Income $2,813,750 $2,979,981 $3,067,575 $3,413,915 $10,635 100.0 %
(Vacancy/Credit Loss) (122,827) (111,266) (125,881) (327,926) (1,022) (9.6)  
Effective Gross Income $2,690,923 $2,868,715 $2,941,695 $3,085,989 $9,614 90.4 %
Total Expenses 905,136 983,424 1,023,397 1,008,964 3,143 32.7  
Net Operating Income $1,785,787 $1,885,291 $1,918,298 $2,077,025 $6,470 67.3 %
Total Capex/RR 0 0 0 80,250 250 2.6  
Net Cash Flow $1,785,787 $1,885,291 $1,918,298 $1,996,775 $6,220 64.7 %
(1)Represents nine months annualized.
(2) TTM represents the trailing 12 months ending April 2024.
(3)% column represents percent of Net Rental Income for all revenue lines and percent of Effective Gross Income for the remainder of the fields.
(4)Total Other Income includes late fees, application and administrative fees, forfeited deposits, termination fees, cleaning and damages, trash fees, month to month/short term rent, storage unit income, gate remote/gate card fees, parking/car port fees, bulk internet revenue, onsite washer/dryer rental and laundry income.

Environmental. According to the Phase I environmental assessment dated January 4, 2024, a recognized environmental condition exists at the Country View Apartments Property that pertains to oil staining on an electrical transformer and the concrete pad and soil beneath the transformer, located near the front of Building 4175-4183 Amanda Circle at the Country View Apartments Property. The oil staining is indicative of a release of dielectric fluid from the transformer, and based upon surficial visual observation, the release may have migrated through electrical conduit penetrations in the base of the concrete pad and impacted subsurface media. It is unknown whether the dielectric fluid within this transformer contains PCBs. The transformer is owned and operated by the regional utility company, Memphis Light, Gas, and Water (“MLGW”). In the event of a release of dielectric fluid from one of its transformers, MLGW typically conducts appropriate response actions and associated cleanup. According to the borrower sponsor, MLGW has repaired the leaking electrical transformer, and appropriate actions are underway to remove the impacted concrete pad and any underlying impacted soils. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The Market. The Country View Apartments Property is located in Memphis, Tennessee within the Memphis TN-MS-AR metropolitan statistical area. The Country View Apartments Property is located about 13 miles northeast of downtown Memphis. Interstate 40 connects the three largest cities in the state: Memphis in the west, Nashville in middle Tennessee and Knoxville to the east. US-51 provides access to downtown Memphis. The Country View Apartments Property is less than 15 miles east of the Mississippi River. The immediate vicinity of the Country View Apartments Property consists mainly of single family, multifamily, office, retail and industrial uses. Major employers in the surrounding area include FedEx, ServiceMaster, AutoZone, First Horizon National Corporation, St. Jude Children’s Research Hospital and Walmart.

The Country View Apartments Property is situated in the Frayser-Raleigh multifamily submarket. According to the appraisal, as of third quarter 2023, the Frayser-Raleigh multifamily submarket had an overall vacancy rate of 21.75%, with net absorption totaling negative 75 units. The vacancy rate increased 6.41% over the past 12 months. Market rental rates are approximately $780 per unit per month.

According to the appraisal, the estimated 2024 population within a one-, three- and five-mile radius of the Country View Apartments Property is 9,400, 52,165 and 133,733, respectively. According to the appraisal, the estimated 2024 average household income within the same radii is $65,207, $63,634 and $68,863, respectively.

 

 

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 9 Country View Apartments

The following table presents certain information relating to comparable multifamily rental properties to the Country View Apartments Property:

Comparable Rental Summary(1)
Property / Location Year Built / Renovated Occupancy # of Units Unit Mix Average SF per Unit Unit Asking Rent Unit Rent PSF

Country View Apartments

3990 Stephanie Lane

Memphis, TN

1973, 1985 / 2024(1) 92.5%(2) 321(2)

1 Bed / 1 Bath

2 Bed / 1 Bath

2 Bed / 1.5 Bath

3 Bed / 1.5 Bath

3 Bed / 2 Bath

646

844

900

1,500

1,069

$731

$823

$816

$894

$871

$1.13

$0.97

$0.91

$0.60

$0.81

Ashton Hills

4183 Troost Drive

Memphis, TN

1975 / 2018 90.0% 200

1 Bed / 1 Bath

2 Bed / 1 Bath

3 Bed / 2 Bath

560

784

1,044

$740

$840

$940

$1.32

$1.07

$0.90

Covington Hills

4800 Raleigh Lagrange Road

Memphis, TN

1987 / NAP 92.0% 244

1 Bed / 1 Bath

2 Bed / 1 Bath

2 Bed / 2 Bath

3 Bed / 2 Bath

744

968

980

1,140

$925

$1,050

$1,070

$1,175

$1.24

$1.08

$1.09

$1.03

Gardenwood Apartments

4787 Garden Grove Cove

Memphis, TN

1985 / NAP 83.0% 152

1 Bed / 1 Bath

2 Bed / 2 Bath

3 Bed / 2 Bath

800

1,000

1,200

$775 - $950

$900 - $1,099

$1,095 - $1,325

$0.97 - $1.19

$0.90 - $1.10

$0.91 - $1.10

Avery Park

4845 Bontura Drive

Memphis, TN

1974 / 2015 96.0% 223

1 Bed / 1 Bath

2 Bed / 1 Bath

2 Bed / 1.5 Bath

2 Bed / 1.5 Bath

3 Bed / 2 Bath

523

768

840

904

1,080

$695

$795

$815

$825

$920

$1.33

$1.04

$0.97

$0.91

$0.85

The Summit Apartments

4981 Hidden Lake Drive

Memphis, TN

1989 / NAP 92.0% 320

1 Bed / 1 Bath

1 Bed / 1 Bath

2 Bed / 1 Bath

2 Bed / 2 Bath

2 Bed / 2 Bath

3 Bed / 2 Bath

594

752

945

960

1,056

1,246

$703

$785

$789

$955

$1,001

$1,483

$1.18

$1.04

$0.83

$0.99

$0.95

$1.19

(1)Source: Appraisal, unless otherwise indicated.
(2)Based on underwritten rent roll dated as of May 28, 2024.

 

The Borrowers. The borrowers are Country View 2022 LLC, FRM Country View LLC, HB Country View LLC and MF Country View LLC, as tenants-in-common, each a Delaware limited liability company and special purpose entity with one independent director. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Country View Apartments Mortgage Loan.

The Borrower Sponsor. The borrower sponsor and non-recourse carveout guarantor is Pinchos D. Shemano. Mr. Shemano, who is based in New York, has 35 years of apartment management experience that covers all aspects of owning, operating and managing multifamily properties. Mr. Shemano has ownership interest in 28 multifamily and commercial properties located in Tennessee, Missouri, Mississippi, Texas, Washington, New York and Florida. Additionally, the Country View Apartments Mortgage Loan is recourse to the borrowers and the borrower sponsor for up to 25% of the original principal balance of the Country View Apartments Mortgage Loan for the term of the Country View Apartments Mortgage Loan. See “Description of the Mortgage Pool— Single Purpose Entity Covenants” in the Preliminary Prospectus.

Property Management. The Country View Apartments Property is managed by Multi-South Management Services LLC, a third-party management company.

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow (i) approximately $14,833 for real estate taxes, (ii) approximately $39,665 for insurance premiums and (iii) $176,468 for deferred maintenance.

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated tax payments, which currently equates to approximately $3,532.

Insurance Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated insurance payments, which currently equates to approximately $18,888.

Replacement Reserve – On a monthly basis, the borrowers are required to escrow approximately $6,688 for replacement reserves.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 9 Country View Apartments

Lockbox / Cash Management. The Country View Apartments Mortgage Loan is structured with a springing lockbox and springing cash management. Upon a Cash Management Trigger Event (as defined below), the tenants are required to deposit all rent into the lender-controlled lockbox account. Following the occurrence of a Cash Management Trigger Event, all funds in the lockbox account are required to be transferred on each business day to the lender-controlled cash management account to be applied and disbursed in accordance with the Country View Apartments Mortgage Loan documents. During the occurrence and continuance of a Cash Sweep Event (as defined below), all funds are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the Country View Apartment Mortgage Loan documents, with all excess cash flow to be held as additional security for the Country View Apartment Mortgage Loan.

A “Cash Management Trigger Event” means a period commencing upon the occurrence of (i) an event of default under the Country View Apartments Mortgage Loan documents, (ii) without waiving any event of default or the assessment of late charges, the borrowers’ second failure in any consecutive 12 month period to pay a monthly debt service payment amount on a payment date, (iii) any bankruptcy action involving any of the borrowers, the guarantor or the property manager, (iv) the trailing 12-month period debt service coverage ratio (“DSCR”) falling below 1.10x, (v) on any date from and after April 6, 2028, the trailing 12-month period debt yield falling below 9.00% or (vi) the borrowers entering into a permitted future mezzanine loan. A Cash Management Trigger Event will end with respect to (a) clause (i) above, the cure of such event of default, (b) clause (ii) above, the timely payment of monthly debt service payment amounts on 12 consecutive payment dates, (c) clause (iii) above, the bankruptcy filing being discharged, stayed or dismissed within 30 days for the borrowers or the guarantor, or within 120 days for the property manager, and the lender’s determination that such bankruptcy filing does not materially affect the borrowers’, the guarantor’s or the property manager’s monetary obligations, (d) clause (iv) above, the trailing 12-month DSCR being at least 1.15x for two consecutive calendar quarters and (e) clause (vi) above, the borrowers have satisfied and paid in full any permitted future mezzanine debt and there is no future mezzanine debt outstanding.

A Cash Sweep Event” means the occurrence of (i) an event of default, (ii) any bankruptcy action involving any of the borrowers, the guarantor or the property manager, (iii) the trailing 12-month period DSCR falling below 1.05x or (iv) on any date from and after April 6, 2028, the trailing 12-month period debt yield falling below 9.00%. A Cash Sweep Event will end with respect to (a) clause (i) above, the cure of such event of default, (b) clause (ii) above, the bankruptcy filing being discharged, stayed or dismissed within 60 days for the borrowers or the guarantor, or within 120 days for the property manager, and the lender’s determination that such bankruptcy filing does not materially affect the borrowers’, the guarantor’s or the property manager’s monetary obligations and (c) clause (iii) above, the trailing 12-month DSCR being at least 1.10x for two consecutive calendar quarters.

Subordinate Debt and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. The borrowers are permitted to incur a future mezzanine loan, subject to the satisfaction of certain requirements set forth in the Country View Apartments Mortgage Loan documents, including, without limitation: (i) no event of default under the Country View Apartments Mortgage Loan documents has occurred and is continuing; (ii) the aggregate loan-to-value ratio based on the Country View Apartments Mortgage Loan and the mezzanine loan is no greater than 67.4% based on an updated appraised value; (iii) the actual combined DSCR based on the Country View Apartments Mortgage Loan and the mezzanine loan is no less than 1.19x; (iv) the execution of an intercreditor agreement acceptable to the lender; and (v) receipt of a rating agency confirmation.

Partial Release. Not permitted.

Ground Lease. None.

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 10 – Courtyard Fort Myers at I-75

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 10 – Courtyard Fort Myers at I-75

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 10 – Courtyard Fort Myers at I-75
Mortgage Loan Information   Property Information
Mortgage Loan Seller: SMC   Single Asset / Portfolio: Single Asset
Original Principal Balance: $21,325,000   Title: Fee
Cut-off Date Principal Balance: $21,325,000   Property Type - Subtype: Hospitality – Select Service
% of Pool by IPB: 2.7%   Net Rentable Area (Rooms): 134
Loan Purpose: Acquisition   Location: Fort Myers, FL
Borrower: Fort Myers Hotel One LLC   Year Built / Renovated: 2007 / 2015
Borrower Sponsor: Prime Hospitality Group, LLC   Occupancy / ADR / RevPAR: 88.1% / $164.51 / $144.88
Interest Rate: 7.62000%   Occupancy / ADR / RevPAR Date: 1/31/2024
Note Date: 3/28/2024   4th Most Recent NOI (As of): $2,050,109 (12/31/2021)
Maturity Date: 4/6/2029   3rd Most Recent NOI (As of): $3,640,722 (12/31/2022)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $3,483,067 (12/31/2023)
Original Term: 60 months   Most Recent NOI (As of): $3,484,908 (TTM 1/31/2024)
Original Amortization: None   UW Occupancy / ADR / RevPAR: 85.0% / $164.51 / $139.83
Amortization Type: Interest Only   UW Revenues: $7,447,032
Call Protection: L(27),D(29),O(4)   UW Expenses: $4,340,839
Lockbox / Cash Management: Springing   UW NOI: $3,106,192
Additional Debt: No   UW NCF: $2,808,311
Additional Debt Balance: N/A   Appraised Value / Per Room(1): $33,500,000 / $250,000
Additional Debt Type: N/A   Appraisal Date(1): 2/12/2024
         

 

Escrows and Reserves(2)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Room: $159,142
Taxes: $143,868 $23,978 N/A   Maturity Date Loan / Room: $159,142
Insurance: $45,915 $22,958 N/A   Cut-off Date LTV(1): 63.7%
FF&E Reserves: $0 $24,823 N/A   Maturity Date LTV(1): 63.7%
PIP Reserve: $3,800,000 $0 N/A   UW NCF DSCR: 1.70x
          UW NOI Debt Yield: 14.6%
             

 

Sources and Uses
Sources Proceeds % of Tot al    Uses Proceeds % of Total   
Mortgage Loan $21,325,000 64.9 %     Purchase Price $28,250,000 86.0 %
Sponsor Equity 11,524,715 35.1     Upfront Reserves 3,989,783 12.1  
        Closing Costs 609,933 1.9  
Total Sources $32,849,715 100.0   Total Uses $32,849,715 100.0 %
(1)The appraised value of $33,500,000 is the “Hypothetical As Is, As If Complete” value, which assumes that the scheduled property improvement plan has been completed as of February 12, 2024. At origination of the Courtyard Fort Myers at I-75 Mortgage Loan (as defined below), the borrower deposited $3,800,000 for property improvement plan (“PIP”) work. The “as-is” appraised value is $28,500,000. Such “as-is” appraised value results in a Cut-off Date LTV and Maturity Date LTV of 74.8%.
(2)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

The Loan. The Courtyard Fort Myers at I-75 mortgage loan (the “Courtyard Fort Myers at I-75 Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $21,325,000 and is secured by the borrower’s fee interest in a 134-room, select-service hotel located in Fort Myers, Florida (the “Courtyard Fort Myers at I-75 Property”). The Courtyard Fort Myers at I-75 Mortgage Loan accrues interest at a rate of 7.62000% per annum. The Courtyard Fort Myers at I-75 Mortgage Loan has a five-year term, is interest-only for the entire loan term and accrues interest on an Actual/360 basis.

The Property. The Courtyard Fort Myers at I-75 Property is a four-story, 134-room select-service hotel located approximately 15 miles southeast of downtown Fort Myers. Constructed in 2007 and renovated in 2015, the Courtyard Fort Myers at I-75 Property is situated on a 2.72-acre site. The Courtyard Fort Myers at I-75 Property is located directly off of I-75 and adjacent to Gulf Coast Town Center, an open-air regional mall with over 100 stores, restaurants and entertainment options. The Courtyard Fort Myers at I-75 Property is also located approximately two miles from Alico Arena (Florida Gulf Coast University’s basketball arena) and five miles from Southwest Florida International Airport.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 10 – Courtyard Fort Myers at I-75

Amenities at the Courtyard Fort Myers at I-75 Property include a lobby computer workstation, fitness center, an outdoor swimming pool, a convenience store, a restaurant, dry cleaning service, meeting space and complimentary wireless high-speed internet. The Courtyard Fort Myers at I-75 Property is subject to a franchise agreement with Marriott International, Inc. that is scheduled to expire on March 28, 2039.

In connection with the franchise agreement renewal, the borrower is required to complete a change-of-ownership PIP equal to $3,800,000 (approximately $28,358 per room), which is expected to upgrade guestrooms, guest bathrooms, lobby areas, food & beverage areas and other items. According to the borrower, the PIP work is expected to commence in the fourth quarter of 2024 and be completed in the first quarter of 2025.

Environmental. According to the Phase I environmental assessment dated February 23, 2024, there was no evidence of any recognized or controlled recognized environmental conditions at the Courtyard Fort Myers at I-75 Property.

The Market. According to the appraisal, the Courtyard Fort Myers at I-75 Property’s demand concentration is 50% commercial, 30% leisure and 20% group. The Courtyard Fort Myers at I-75 Property benefits from the presence of leisure demand generators such as Major League Baseball spring training, Fort Myers Beach, Estero Island and Pine Island. Additionally, there are large companies with offices in the surrounding area such as Lee Health and Florida Gulf Coast University.

The following table presents certain information relating to the performance of the Courtyard Fort Myers at I-75 Property:

Historical Occupancy, ADR, RevPAR(1)(2)
  Competitive Set(3) Courtyard Fort Myers at I-75 Penetration Factor
Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2021 75.5% $115.42    $87.14 75.6% $128.13    $96.88  100.2% 111.0% 111.2%
2022 80.1% $154.34  $123.63 87.1% $170.77 $148.74 108.7% 110.6% 120.3%
2023 75.2% $168.02  $126.41 88.0% $165.31 $145.47 117.0% 98.4% 115.1%
TTM(4) 74.7% $166.57  $124.40 88.1% $164.51 $144.88 117.9% 98.8% 116.5%
(1)Data provided by a third-party market research report.
(2)The variances between the underwriting, appraisal and third-party market research provider date with respect to Occupancy, ADR and RevPAR at the Courtyard Fort Myers at I-75 Property are attributable to differing reporting methodologies and/or timing differences.
(3)The competitive set includes Crowne Plaza Ft. Myers Gulf Coast, Hilton Garden Inn Fort Myers Airport/FGCU, Homewood Suites by Hilton Fort Myers Airport FGCU, Four Points by Sheraton Fort Myers Airport and Hampton by Hilton Inn & Suites Fort Myers Estero/FGCU.
(4)TTM represents the trailing 12-month period ending January 31, 2024.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 10 – Courtyard Fort Myers at I-75

The following table presents certain information relating to the operating history and underwritten cash flows of the Courtyard Fort Myers at I-75 Property:

 

Operating History and Underwritten Net Cash Flow

 

 

2021        

 

2022       

 

2023       

 

TTM(1)  

 

Underwritten  

 

Per Room(2)

% of Total  
Revenue    
Occupancy 75.6% 87.1% 88.0% 88.1% 85.0%    
ADR $128.13 $170.77 $165.31 $164.51 $164.51    
RevPAR $96.88 $148.74 $145.47 $144.88 $139.83    
Room Revenue $4,738,259 $7,274,851 $7,115,028 $7,086,311 $6,839,292 $51,039     91.8%
Food and Beverage Revenue 193,520 323,886 408,221 415,291 400,815 2,991 5.4
Other Departmental Revenue 182,222 185,188 213,152 214,399 206,925 1,544   2.8       
Total Revenue $5,114,001 $7,783,925 $7,736,401 $7,716,001 $7,447,032 $55,575 100.0%   
Room Expense 1,064,005 1,548,088 1,504,604 1,508,388 1,455,808 10,864 19.5    
Food and Beverage Expenses 181,890 328,592 376,728 375,655 362,560 2,706 4.9
Other Departmental Expenses 53,286 51,696 53,158 52,810 50,969 380 0.7
Departmental Expenses $1,299,181 $1,928,376 $1,934,490 $1,936,853 $1,869,337 $13,950   25.1%
Gross Operating Income $3,814,820 $5,855,549 $5,801,911 $5,779,148 $5,577,695 $41,625 74.9%
Operating Expenses $1,438,436 $1,851,552 $1,961,616 $1,935,262 $1,903,489 $14,205  25.6%
Gross Operating Profit $2,376,384 $4,003,997 $3,840,295 $3,843,886 $3,674,205 $27,419 49.3%
Total Other Expenses $326,275 $363,275 $357,228 $358,978 $568,013 $4,239        7.6%
Net Operating Income $2,050,109 $3,640,722 $3,483,067 $3,484,908 $3,106,192 $23,181    41.7%
FF&E 0 0 0 0 297,881 2,223 4.0
Net Cash Flow $2,050,109 $3,640,722 $3,483,067 $3,484,908 $2,808,311 $20,958  37.7%
(1)TTM column reflects the trailing 12 months ending January 31, 2024.
(2)Per Room values are based on 134 rooms.

 

The Borrower. The borrower is Fort Myers Hotel One LLC, a Delaware limited liability company and special purpose entity.

 

The Borrower Sponsor. The borrower sponsor and non-recourse carve-out guarantor is Prime Hospitality Group, LLC (“Prime Hospitality Group”). Prime Group focuses on the investment, development, construction and management of multifamily residential, commercial, office and hospitality properties. Prime Hospitality Group is the hotel division for Prime Group. Prime Hospitality Group owns and operates properties flagged by multiple national brands including Marriott, Hilton and IHG. Prime Group US and its affiliates' total portfolio consists of over 45 properties and includes 19 hotels totaling 2,279 rooms, which are all located in Florida.

 

Property Management. The Courtyard Fort Myers at I-75 Property is managed by AD1 Hospitality, LLC.

 

Escrows and Reserves. At origination, the borrower deposited into escrow approximately (i) $143,868 for real estate taxes, (ii) $45,915 for insurance premiums and (iii) $3,800,000 for a PIP reserve.

 

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated tax payments, which currently equates to $23,978.

 

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated insurance payments, which currently equates to $22,958.

 

Replacement Reserves – On a monthly basis, the borrower is required to escrow an amount equal to 1/12th of 4% of annual gross revenues, which currently equates to $24,823.

 

Lockbox / Cash Management. The Courtyard Fort Myers at I-75 Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the occurrence and during the continuance of a Courtyard Fort Myers at I-75 Sweep

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 10 – Courtyard Fort Myers at I-75

Event Period (as defined below), the borrower or property manager, as applicable, must cause all credit card receipts to be deposited into the lockbox account. All funds in the lockbox account are required to be swept daily to a cash management account under the control of the lender to be applied and disbursed in accordance with the Courtyard Fort Myers at I-75 Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Courtyard Fort Myers at I-75 Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Courtyard Fort Myers at I-75 Mortgage Loan. To the extent that no Courtyard Fort Myers at I-75 Sweep Event Period is continuing, all excess cash flow funds are required to be disbursed to the borrower.

A “Courtyard Fort Myers at I-75 Sweep Event Period” will commence upon the earliest of the following: (i) the occurrence of an event of default under the Courtyard Fort Myers at I-75 Mortgage Loan documents; (ii) the date on which the debt service coverage ratio (“DSCR”) (based on a 30-year amortization schedule) is less than 1.30x based on the trailing 12 months (a “DSCR Cash Sweep Event”); (iii) the expiration of the franchise agreement; (iv) a default under the franchise agreement; (v) the borrower or franchisor delivers notice of its intent to terminate the franchise agreement; or (vi) the termination of the franchise agreement.

A Courtyard Fort Myers at I-75 Sweep Event Period will end with regard to: (a) clause (i), upon the cure of such event of default and the lender’s acceptance of such cure in its sole and absolute discretion; (b) clause (ii), upon the DSCR (based on a 30-year amortization schedule) based on the trailing 12-month period being at least 1.40x for two consecutive calendar quarters; (c) clauses (iii), (iv), (v) and (vi), upon the borrower (x) entering into a qualified franchise agreement, (y) the term of the related franchise agreement commencing and (z) the borrower delivers to the lender a comfort letter from the franchisor; (d) clause (iv), upon the cure of such default; and (e) clause (v), upon the borrower or franchisor withdrawing its notice to terminate the franchise agreement.

In the event of the occurrence of what would otherwise constitute a DSCR Cash Sweep Event, the borrower will have the option of depositing an amount with the lender that, when added to the Courtyard Fort Myers at I-75 Property’s net operating income for any applicable calendar quarter, would result in the DSCR being equal to or greater than 1.30x in which case, no DSCR Cash Sweep Event will be deemed to exist. The borrower will only be permitted to make such deposit for four consecutive quarters, and the borrower will not be permitted to exercise its right to avoid a DSCR Cash Sweep Event in this manner more than two times during the Courtyard Fort Myers at I-75 Mortgage Loan term.

Subordinate Debt and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not permitted.

Partial Release. Not permitted.

Ground Lease. None.

 

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 11 – Bedrock Mixed-Use Portfolio
Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $20,000,000   Title: Fee
Cut-off Date Principal Balance(1): $20,000,000   Property Type Subtype: Various
% of IPB: 2.5%   Net Rentable Area (SF)(5): 853,067
Loan Purpose: Refinance   Location: Detroit, MI
Borrowers(2): Various   Year Built / Renovated: Various / Various
Borrower Sponsor(3): Daniel Gilbert   Occupancy(5): 83.0%
Interest Rate: 6.38500%   Occupancy Date: 5/20/2024
Note Date: 6/5/2024   4th Most Recent NOI (As of)(6): NAV
Maturity Date: 6/6/2029   3rd Most Recent NOI (As of): $3,294,646 (12/31/2021)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $5,942,624 (12/31/2022)
Original Term: 60 months   Most Recent NOI (As of): $8,191,302 (12/31/2023)
Original Amortization Term: None   UW Economic Occupancy: 88.6%
Amortization Type: Interest Only   UW Revenues: $15,673,030
Call Protection(4): L(25),D(30),O(5)   UW Expenses: $7,217,360
Lockbox / Cash Management: Hard (Commercial); Springing (Multifamily) / Springing   UW NOI: $8,455,670
Additional Debt(1): Yes   UW NCF: $7,686,888
Additional Debt Balance(1): $55,000,000   Appraised Value / Per SF: $138,010,000 / $162
Additional Debt Type(1): Pari Passu   Appraisal Date: February 27-29, 2024
         

 

Escrows and Reserves   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF(7): $88
Taxes: $0 Springing N/A   Maturity Date Loan / SF(7): $88
Insurance: $0 Springing N/A   Cut-off Date LTV: 54.3%
Replacement Reserves: $0 $16,708 N/A   Maturity Date LTV: 54.3%
TI/LC Reserve: $0 $75,000 $3,000,000   UW NCF DSCR: 1.58x
Other: $0 $0 N/A   UW NOI Debt Yield: 11.3%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan $75,000,000 100.0%   Loan Payoff $66,050,211 88.1 %
        Closing Costs(8) 6,044,555 8.1  
        Return of Equity 2,905,234 3.9  
               
Total Sources $75,000,000 100.0%   Total Uses $75,000,000 100.0 %
(1)The Bedrock Mixed-Use Portfolio Mortgage Loan (as defined below) is part of a whole loan evidenced by two pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $75.0 million (the “Bedrock Mixed-Use Portfolio Whole Loan”). The Financial Information in the chart above reflects the metrics of the Bedrock Mixed-Use Portfolio Whole Loan.
(2)The borrowers are 11 Delaware limited liability companies and special purpose entities. See Annex A-1 in the Preliminary Prospectus for the names of each entity.
(3)The non-recourse carveout guarantor is Rock Backer LLC, a Michigan limited liability company.
(4)Defeasance of the Bedrock Mixed-Use Portfolio Whole Loan is permitted at any time after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) June 5, 2027. The assumed defeasance lockout period of 25 payments is based on the anticipated closing date of the BBCMS 2024-5C27 securitization in July 2024. The actual defeasance lockout period may be longer.
(5)Represents the Net Rentable Area (SF) and Occupancy of the commercial space. The Bedrock Mixed-Use Portfolio consists of 853,067 SF of commercial space and 194 multifamily units. The multifamily units were 87.6% leased as of May 20, 2024.
(6)The borrower acquired the Trio on Fort Street mortgaged property in 2020 and therefore does not have a full presentation of 2020 financials.
(7)Based solely on the SF of the commercial space, and excludes the multifamily units.
(8)Closing Costs include an interest rate buydown of $4,762,500.

 

The Loan. The Bedrock Mixed-Use Portfolio mortgage loan (the “Bedrock Mixed-Use Portfolio Mortgage Loan”) is part of a whole loan secured by the borrowers’ fee interests in an 853,067 square foot mixed use portfolio comprised of 10 properties located in Detroit, Michigan (the “Bedrock Mixed-Use Portfolio Properties”). The Bedrock Mixed-Use Portfolio Whole Loan consists of two pari passu notes and accrues interest at a fixed rate of 6.38500% per annum. The Bedrock Mixed-Use Portfolio Whole Loan has a five-year term, is interest-only for the full term and accrues interest on an Actual/360 basis. 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 11 – Bedrock Mixed-Use Portfolio

Bedrock Mixed-Use Portfolio Mortgage Loan is evidenced by the non-controlling Note A-2 with an aggregate original principal balance of $20,000,000. The Bedrock Mixed-Use Portfolio Whole Loan will initially be serviced pursuant to the pooling and servicing agreement for the BBCMS 2024-5C27 securitization trust until the controlling Note A-1 is securitized, whereupon the Bedrock Mixed-Use Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loans” in the Preliminary Prospectus.

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling
Piece
A-1(1) $55,000,000 $55,000,000 GACC Yes
A-2 $20,000,000 $20,000,000   BBCMS 2024-5C27 No
Whole Loan $75,000,000 $75,000,000      
(1)Expected to be contributed to one or more future securitization trust(s). Note denominations are subject to change.

The Properties. The Bedrock Mixed-Use Portfolio Properties are comprised of a diverse 10 property office, retail, industrial, and multifamily portfolio that includes 853,067 square feet of commercial space and 194 apartment units. The office, retail, and multifamily properties are located in Downtown Detroit and the industrial property is located in neighboring Southwest Detroit. The three apartment buildings (28 Grand Apartments, The Ferguson Apartments, and Fourteen56 Apartments) include 194 units and 30,152 square feet of commercial space. The industrial property totals 563,782 square feet and is 86.1% leased to two tenants, LM Manufacturing and Diversified Synergies LLC. The six office and retail buildings total 259,133 square feet and are leased to national retail and office users. Office tenants in the portfolio include Bedrock Management Services LLC (a borrower affiliate), Rockbridge Growth Equity LLC (a borrower affiliate), Hello Innovation Inc., and Hudson Real Property LLC. Retail tenants include Nike, Buddy’s Pizza, Chipotle, Bonobos, Hudson Café, and Gucci. As of May 20, 2024, the commercial space at the Bedrock Mixed-Use Portfolio Properties was 83.0% leased and the multifamily space was 87.6% leased. Approximately 76.0% of underwritten base rent is from commercial space and approximately 24.0% is from multifamily space. Approximately 22.2% of commercial underwritten base rent is from affiliates of the borrower.

The following table presents detailed information with respect to each of the Bedrock Mixed-Use Portfolio Properties:

Portfolio Summary
Property Name/Location Property Type Year Built/ Renovated      SF/Units(1)(2) Occupancy(1)(2) Allocated Whole Loan Amount (“ALA”)

% of

ALA

Appraised Value

UW NCF % of
UW NCF
Trio on Fort Street Industrial 2001/2018 563,782 86.1% $19,509,456 26.0% $35,900,000 $2,757,216 35.9%
28 Grand Apartments(3) Multifamily 2016/NAP 133 84.2% $9,075,429 12.1% $16,700,000 $699,074 9.1%
Madison Building Office 1917/2006 58,869 97.5% $8,205,927 10.9% $15,100,000 $566,502 7.4%
1274 Library Street Retail/Office 1917/1975 40,666 54.2% $8,151,583 10.9% $15,000,000 $539,194 7.0%
The Ferguson Apartments Multifamily 1897/2015 55 94.5% $8,097,239 10.8% $14,900,000 $586,483 7.6%
Lofts of Merchant Row(3) Retail 1891/2017 50,983 89.8% $6,792,986   9.1% $12,500,000 $654,383 8.5%
620 and 630 Woodward Avenue Office 1880/2013 39,602 74.7% $5,744,149       7.7% $10,570,000 $907,536 11.8%
The Globe Building Office 1888/2020 47,310 80.1% $5,695,239       7.6% $10,480,000 $585,399 7.6%
1500 Woodward Avenue Office/Retail 1891/2020 21,703 100.0% $2,119,412       2.8% $3,900,000 $292,880 3.8%
Fourteen56 Apartments Multifamily 1924/2024 6 100.0% $1,608,579     2.1% $2,960,000 $98,223 1.3%
Total/Wtd. Avg.(4)     853,067 83.0% $75,000,000 100.0%         $138,010,000 $7,686,888 100.0%

 

(1)Information is based on the underwritten rent roll as of May 20, 2024.
(2)The 28 Grand Apartments mortgaged property, The Ferguson Apartments mortgaged property and the Fourteen56 Apartments mortgaged property SF and Occupancy respectively represents the multifamily units and excludes the 30,152 square feet of commercial space at such properties. The following represents the commercial SF at the multifamily properties: the 28 Grand Apartments mortgaged property (4,890 SF), The Ferguson Apartments mortgaged property (20,374 SF) and the Fourteen56 Apartments mortgaged property (4,888 SF).
(3)The 28 Grand Apartments mortgaged property and the Lofts of Merchant Row mortgaged property are condominium units. The 28 Grand Apartments mortgaged property is part of a condominium comprised of (i) a commercial unit, (ii) an affordable unit, (iii) a market unit and (iv) a rooftop unit, and the related borrower owns all of such units except the affordable unit. The Lofts of Merchant Row mortgaged property is part of a condominium comprised of six units, of which the related borrower owns two units and does not control the condominium.
(4)The Total/Wtd. Avg. SF and Occupancy excludes the multifamily units and includes the 30,152 square feet of commercial space at the multifamily 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 11 – Bedrock Mixed-Use Portfolio

Major Tenants.

LM Manufacturing LLC (“LM”)(295,974 square feet; 34.7% of the commercial NRA; 21.7% of underwritten base rent of the commercial space): Founded in 2019, LM is a joint venture between Magna International and LAN Manufacturing. LM provides manufacturing, assembly, sequencing, supply chain, and logistics management of complete seat assemblies for the automotive and other mobility industries.

LM has an office component that is fully utilized, as well as an industrial space that is entirely utilized as warehousing/manufacturing with seat assembly associated with the Ford Ranger, Raptor and Bronco. LM has been in occupancy at the Trio on Fort Street mortgaged property since August 2022, with $0.25 PSF annual rent increases for its industrial space and $0.50 PSF for its office space. LM has two five-year renewal options remaining and no termination options.

Diversified Synergies LLC (“Diversified Synergies”) (189,358 square feet; 22.2% of the commercial NRA; 13.3% of underwritten base rent of the commercial space): Diversified Synergies is a packager and distributor for pharmaceutical, food and consumer goods Fortune 500 companies, offering services such as kitting, fulfilling, display constructing, packaging, merchandising, and distributing. Diversified Synergies is a joint venture between Staffing Synergies, Inc. and Diversified Chemical Technology, Inc. Diversified Synergies also works with Abbott Laboratories to supply COVID-19 test kits.

Diversified Synergies’ office portion is fully utilized and assists in supporting the manufacturing, and is also using 100% of its manufacturing space. Diversified Synergies has been in occupancy at the Trio on Fort Street mortgaged property since August 2022 with 4% annual rent increases during the lease term. Diversified Synergies has no renewal or termination options.

Environmental. According to Phase I environmental assessments dated between March 11, 2024 and March 18, 2024, there was no evidence of any recognized environmental conditions at the Bedrock Mixed-Use Portfolio Properties. Three of the Bedrock Mixed-Use Portfolio Properties had controlled recognized environmental conditions. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

Historical and Current Occupancy (Commercial)(1)
2021 2022 2023 Current(2)
94.8% 89.7% 84.7% 83.0%
(1)Historical occupancies represent the average portfolio occupancy of each year.
(2)Current Occupancy is as of May 20, 2024 and represents the commercial space at the Bedrock Mixed-Use Portfolio.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 11 – Bedrock Mixed-Use Portfolio

Tenant Summary (Commercial)(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of  
Total  
NRA   
UW Base Rent PSF UW Base   
Rent      
% of Total
UW Base Rent
Lease Expiration Date
LM Manufacturing LLC NR/NR/NR 295,974 34.7% $7.06 $2,090,428     21.7% 7/31/2030   
Diversified Synergies LLC NR/NR/NR 189,358   22.2% $6.76 $1,280,040     13.3% 8/31/2027   
Bedrock Management
Services LLC(3)
NR/NR/NR 25,783     3.0% $49.62 $1,279,353     13.3% 6/30/2027   
Nike Retail Services Inc. A1/AA-/NR 22,195 2.6% $5.80 $128,628       1.3% 5/31/2026   
Detroit Venture Partners LLC(3) NR/NR/NR 20,057 2.4% $27.56 $552,735       5.7% 1/31/2027   
Top Tenants   553,367 64.9% $9.63 $5,331,185     55.5%  
Remaining Tenants   154,481 18.1% $27.72 $4,281,725     44.5%  
Occupied Collateral Total /
Wtd. Avg.
  707,848 83.0% $13.58 $9,612,910     100.0%    
               
Vacant Space   145,219 17.0%        
               
Collateral Total   853,067 100.0%        
               
(1)Based on the underwritten rent roll dated May 20, 2024.
(2)In certain instances, ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)Bedrock Management Services LLC and Detroit Venture Partners LLC are affiliates of the borrower. The Bedrock Management Services LLC space serves as the headquarters for the borrower sponsor’s real estate ventures, Bedrock Detroit.

 

Lease Rollover Schedule (Commercial)(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant NAP 145,219 17.0% NAP NAP 145,219 17.0% NAP NAP
2024 & MTM 9 12,789 1.5% $338,032 3.5% 158,008 18.5% $338,032 3.5%
2025 13 52,960 6.2% 1,406,150 14.6% 210,968 24.7% $1,744,181 18.1%
2026 5 27,947 3.3% 284,375 3.0% 238,915 28.0% $2,028,556 21.1%
2027 5 239,111 28.0% 3,220,022 33.5% 478,026 56.0% $5,248,578 54.6%
2028 6 16,722 2.0% 334,042 3.5% 494,748 58.0% $5,582,620 58.1%
2029 4 19,129 2.2% 509,518 5.3% 513,877 60.2% $6,092,138 63.4%
2030 2 303,951 35.6% 2,307,261 24.0% 817,828 95.9% $8,399,400 87.4%
2031 2 6,122 0.7% 204,281 2.1% 823,950 96.6% $8,603,680 89.5%
2032 1 3,611 0.4% 557,900 5.8% 827,561 97.0% $9,161,580 95.3%
2033 0 0 0.0% 0 0.0% 827,561 97.0% $9,161,580 95.3%
2034 2 6,804 0.8% 130,000 1.4% 834,365 97.8% $9,291,580 96.7%
2035 & Beyond 1 18,702 2.2% 321,330 3.3% 853,067 100.0% $9,612,910 100.0%
Total 50 853,067 100.0% $9,612,910 100.0%        
(1)Based on the underwritten rent roll dated May 20, 2024.
(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 reflected in the Lease Rollover Schedule.

 

 

Historical and Current Occupancy (Multifamily)(1)
2021(2) 2022 2023 Current(3)
88.3% 87.1% 86.1% 87.6%
(1)Historical occupancies represent the average portfolio occupancy of each year as of December 31.
(2)Represents the average portfolio occupancy for the 28 Grand Apartments and The Ferguson Apartments properties. Occupancy for The Fourteen56 Apartments property in 2021 was unavailable.
(3)Current Occupancy is as of May 20, 2024 and represents the multifamily space at the Bedrock Mixed-Use Portfolio.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 11 – Bedrock Mixed-Use Portfolio
Unit Mix - 28 Grand Apartments
Unit Type # of Units % of Total Units Occupancy Average Unit Size Average Monthly Rent Per Unit
Studio 133 100.0% 84.2% 259 $1,072
           
Unit Mix – The Ferguson Apartments
Unit Type # of Units % of Total Units Occupancy Average Unit Size Average Monthly Rent Per Unit
Studio 10 18.2% 90.0% 719 $1,702
1 BR / 1 BA 45 81.8% 95.6% 1,014 $1,942
Total / Wtd. Avg. 55 100.0% 94.5% 960 $1,901
           
Unit Mix - Fourteen56 Apartments
Unit Type # of Units % of Total Units Occupancy Average Unit Size Average Monthly Rent Per Unit
2 BR / 2 BA 6 100.0% 100.0% 1,474 $3,489

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 11 – Bedrock Mixed-Use Portfolio
Operating History and Underwritten Net Cash Flow(1)
  2021 2022 2023  U/W U/W Per
Square Foot
Base Commercial Rent(2) $6,087,483 $8,835,747 $9,095,396 $9,436,984 $11.06
Rent Steps(3) 0 0 0 120,008 $0.14
Vacant Income 0 0 0 1,782,438 $2.09
Gross Potential Rent $6,087,483 $8,835,747 $9,095,396 $11,339,430 $13.29
Reimbursements 883,522 794,287 2,694,616 2,044,337 $2.40
Percentage Rent 667,899 664,230 585,617 705,617 $0.83
Multifamily Rental Income 1,851,577 2,658,855 2,712,464 3,042,178 $3.57
Multifamily Commercial Income 435,201 382,911 299,520 175,925 $0.21
Other Rental Income(4) 153,128 115,233 247,050 237,656 $0.28
Miscellaneous Income(4) 93,595 126,089 148,902 148,902 $0.17
Less: Vacancy 0 0 0 (2,021,016) ($2.37)
Effective Gross Income $10,172,405 $13,577,352 $15,783,565 $15,673,030 $18.37
Management Fee 799,060 859,482 945,438 626,921 $0.73
Real Estate Taxes(5) 1,478,536 1,090,631 973,163 1,013,708 $1.19
Insurance 154,162 275,616 332,953 474,024 $0.56
Other Expenses 4,446,001 5,408,999 5,340,709 5,102,707 $5.98
Total Expenses $6,877,759 $7,634,728 $7,592,263 $7,217,360 $8.46
Net Operating Income $3,294,646 $5,942,624 $8,191,302 $8,455,670 $9.91
Capital Expenditures 0 0 0 200,496 $0.24
TI / LC 0 0 0 568,285 $0.67
Net Cash Flow $3,294,646 $5,942,624 $8,191,302 $7,686,888 $9.01
(1)Based on the underwritten rent roll dated May 20, 2024.
(2)Includes base rent from commercial properties only. Base rent for the commercial space at the multifamily properties is included in the Multifamily Commercial Income.
(3)Contractual rent steps through March 1, 2025.
(4)Other Rental Income and Miscellaneous Income includes late fees, pet fees, laundry and parking for the multifamily space and parking, security contribution and other miscellaneous reimbursements for the commercial space.
(5)The 28 Grand Apartments (9.1% of UW NCF) benefits from a tax abatement that expires in 2032. The lender has underwritten the 2024 abated taxes for the 28 Grand Apartments property of $167,593. According to the appraisal, 2024 unabated taxes would be $576,446. The appraisal estimated the net present value of the tax abatement to be $3,321,225. The tax abatement expires in 2032 and decreases pursuant to a specified formula during the last three years of the abatement.

 

 

The Market. The office, retail and multifamily buildings are located in the Downtown Detroit neighborhoods of Capitol Park, Campus Martius, Grand Circus Park, and Bricktown, and are within a 1.5-mile radius of one another. Parking for the Bedrock Mixed-Use Properties is provided by street parking and city parking lots. Most of the Bedrock Mixed-Use Properties are on or nearby Woodward Avenue, which is the major north-south thoroughfare through metropolitan Detroit, which runs from Jefferson Avenue in downtown Detroit to Pontiac to the north. The Bedrock Mixed-Use Properties are located near the I-75, I-375, and the Lodge Freeway interchanges, which provide access to the entire Detroit metropolitan area. Detroit is a port city on the Detroit River, which connects with Lake Erie and Lake St. Clair. The Ambassador Bridge, the Detroit Windsor Tunnel, and the Gordie Howe International Bridge, which is expected to open in 2025, provide access to Windsor, Ontario, Canada (the Bedrock Mixed-Use Properties are one mile away from the Gordie Howe International Bridge and two miles away from the Ambassador Bridge).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 11 – Bedrock Mixed-Use Portfolio

Market Summary(1)
Property Name ALA Property Type    Submarket

Inventory

(SF/Units)

Submarket Vacancy
Trio on Fort Street $19,509,456 Industrial Detroit West 50,648,378 7.9%
28 Grand Apartments $9,075,429 Multifamily Downtown/Midtown/Rivertown 20,600 8.0%
Madison Building $8,205,927 Office Central Business District 27,483,247 10.3%
1274 Library Street(2) $8,151,583 Retail/Office Central Business District 1,360,180 3.9%
The Ferguson Apartments $8,097,239 Multifamily Downtown/Midtown/Rivertown 20,600 8.0%
Lofts of Merchant Row $6,792,986 Retail Central Business District 1,360,180 3.9%
620 and 630 Woodward Avenue $5,744,149 Office Central Business District 27,483,247 10.3%
The Globe Building $5,695,239 Office Central Business District 27,483,247 10.3%
1500 Woodward Avenue(3) $2,119,412 Office/Retail Central Business District 27,483,247 10.3%
Fourteen56 Apartments $1,608,579 Multifamily Downtown/Midtown/Rivertown 20,600 8%
  (1) Source: Appraisal.
  (2) Represents market data from the retail submarket
  (3) Represents market data from the office submarket.

 

Office Lease Comparables: The appraisals identified six office lease comparables located in the Detroit metropolitan statistical area (“MSA”). The office lease comparable buildings were built between 1910 and 2006 and ranged in size from 15,100 to 576,449 square feet. The office lease comparable commencement dates ranged from October 2021 to March 2024 and ranged in size from 3,375 square feet to 51,404 square feet. The office lease comparable rents ranged from $14.50 PSF to $27.88 PSF, with a weighted average of $20.16 PSF. The comparable office lease terms ranged from 0.8 to seven years.

Retail Lease Comparables: The appraisals identified six retail lease comparables located in the Detroit MSA. The comparable buildings were built between 1926 and 2022 and ranged in size from 6,300 to 188,000 square feet. The lease comparable commencement dates ranged from May 2022 to March 2023 and the comparable leases ranged in size from 1,363 to 6,300 square feet. The rents ranged from $25.00 PSF to $35.00 PSF, with a weighted average of $31.53 PSF. The lease terms ranged from 1.1 to 10 years.

Industrial Lease Comparables: The appraisals identified six industrial lease comparables located in the general Detroit MSA. The comparable buildings were built between 1967 and 2022 and ranged in size from 200,000 to 1,120,655 square feet. The lease comparable commencement dates ranged from November 2022 to August 2023 and ranged in size from 200,000 to 659,589 square feet. The industrial lease comparable rents ranged from $5.00 PSF to $9.62 PSF (triple net), with a weighted average of $7.57 PSF. The comparable industrial lease terms ranged from five to 25 years.

Multifamily Lease Comparables: The appraisals identified six multifamily lease comparables located in the Detroit MSA for the 28 Grand Apartments and The Ferguson Apartments mortgaged properties. The comparable buildings were built between 1900 to 2023 and ranged from 25 units to 288 units. The average comparable studio rent per unit ranged from $1,147 to $1,645 per unit. The average comparable one-bedroom rent per unit ranged from $1,612 to $2,267 per unit. The appraisal identified six multifamily lease comparables for the Fourteen56 Apartments mortgaged property. The comparable buildings were built between 1915 to 2023 and ranged from 20 units to 288 units. The average comparable rent per unit ranged from $1,815 to $6,470 per unit.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 12 – Syngenta Woodland
Mortgage Loan Information   Property Information
Mortgage Loan Seller: GACC   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $19,585,518   Title: Fee
Cut-off Date Principal Balance(1): $19,585,518   Property Type Subtype: Industrial – R&D
% of IPB: 2.4%   Net Rentable Area (SF)(4): 115,664
Loan Purpose: Acquisition   Location: Woodland, CA
Borrower: SYWOCA001 LLC   Year Built / Renovated: 1984 / 2014, 2021
Borrower Sponsor(2): Blue Owl Capital Inc.   Occupancy: 100.0%
Interest Rate: 6.67100%   Occupancy Date: 3/1/2024
Note Date: 3/1/2024   4th Most Recent NOI (As of)(5): NAV
Maturity Date: 3/6/2029   3rd Most Recent NOI (As of)(5): NAV
Interest-only Period: 60 months   2nd Most Recent NOI (As of)(5): NAV
Original Term: 60 months   Most Recent NOI (As of) (5): NAV
Original Amortization Term: None   UW Economic Occupancy: 95.0%
Amortization Type: Interest Only   UW Revenues: $3,707,660
Call Protection(3): L(11),YM1(17),DorYM1(27),O(5)   UW Expenses: $111,230
Lockbox / Cash Management: Hard / Springing   UW NOI: $3,596,430
Additional Debt(1): Yes   UW NCF: $3,579,080
Additional Debt Balance(1): $10,000,000   Appraised Value / Per SF(6): $45,700,000 / $395
Additional Debt Type(1): Pari Passu   Appraisal Date: December 15, 2023
         

 

Escrows and Reserves   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $256
Taxes: $0 Springing N/A   Maturity Date Loan / SF: $256
Insurance: $0 Springing N/A   Cut-off Date LTV(6): 64.7%
Replacement Reserves(3): $4,948,000 Springing N/A   Maturity Date LTV(6): 64.7%
TI/LC Reserve: $0 Springing N/A   UW NCF DSCR: 1.79x
Other: $0 $0 N/A   UW NOI Debt Yield: 12.2%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan $29,585,518 64.3 %   Purchase Price $40,568,181 88.1 %
Sponsor Equity $16,461,974 35.7     Upfront Reserves $4,948,000 10.7  
        Closing Costs(7)  $531,311 1.2  
               
Total Sources $46,047,492      100.0 %    Total Uses $46,047,492 100.0 %
(1)The Syngenta Woodland Mortgage Loan (as defined below) is part of a whole loan evidenced by two pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $29,585,518 (the “Syngenta Woodland Whole Loan”). The Financial Information in the chart above reflects the metrics of the Syngenta Woodland Whole Loan.
(2)The non-recourse carveout guarantors are Blue Owl Real Estate Fund VI LP, Blue Owl Real Estate Fund VI (A) LP and Blue Owl Real Estate Fund VI (B) LP. Blue Owl Real Estate Fund VI LP and Blue Owl Real Estate Fund VI (A) LP are each closed-end investment funds, each of which has a term of 7 years, terminating on December 31, 2029, with the option to extend for 2 additional years.
(3)Subject to the possible prepayments from the capital expenditures reserve described below under “Capital Expenditures Reserve and Potential Future Prepayment,” and as described below under the last paragraph of “Sole Tenant.
(4)The Syngenta Woodland Property (as defined below) is situated on 201.4 acres and is comprised of 14 buildings, including 4 greenhouses, 6,100 square feet of lab space dedicated to plant pathology, 10,200 square feet of office and administrative space, and field space for seed production.
(5)The Syngenta Woodland Property was previously owned by the sole tenant, Syngenta (as defined below). In December 2023, the borrower executed a sale-leaseback transaction with Syngenta whereby the borrower acquired the Syngenta Woodland Property from Syngenta and Syngenta executed a 20-year net lease. Accordingly historical financial information is not available. Such acquisition took place prior to the origination of the Syngenta Woodland Whole Loan on March 1, 2024. The Syngenta Woodland Whole Loan recapitalized the borrower after such acquisition.
(6)The appraisal also provided a “go dark value” of $28,300,000, which would result in a Cut-off Date LTV and Maturity Date LTV of 104.5%. In addition, the appraisal provided a land value of $41,000,000, which would result in a Cut-off Date LTV and Maturity Date LTV of 72.2%.
(7)Closing Costs include an interest rate buydown of $147,928.

 

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

 

Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 12 – Syngenta Woodland

The Loan. The Syngenta Woodland mortgage loan (the “Syngenta Woodland Mortgage Loan”) is part of a whole loan secured by the borrower’s fee interest in a 115,664 square foot industrial property located in Woodland, California (the “Syngenta Woodland Property”). The Syngenta Woodland Whole Loan consists of two pari passu notes and accrues interest at a fixed rate of 6.67100% per annum. The Syngenta Woodland Whole Loan has a five-year term, is interest-only for the full term and accrues interest on an Actual/360 basis. The Syngenta Woodland Mortgage Loan is evidenced by controlling Note A-1, with an original principal balance of $19,585,518. The Syngenta Woodland Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BBCMS 2024-5C27 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling
Piece
A-1 $19,585,518 $19,585,518   BBCMS 2024-5C27 Yes
A-2 $10,000,000 $10,000,000   Benchmark 2024-V6 No
Whole Loan $29,585,518 $29,585,518      

The Property. The Syngenta Woodland Property is 100% leased to Syngenta for 20 years, structured as an absolute triple net lease and includes annual rent escalations equal to 125% of the annual CPI growth rate (subject to a floor of 100% and cap of 104% of preceding base rent) and no termination options. Syngenta previously owned the Syngenta Woodland Property, and sold it to the borrower in a sale-leaseback transaction in December 2023. The Syngenta Woodland Property is situated on 201.4 acres and is comprised of 14 buildings, including 4 greenhouses, 6,100 square feet of lab space dedicated to plant pathology, 10,200 square feet of office and administrative space, and field space for seed production. The Syngenta Woodland Property serves as an important facility for Syngenta’s research and development division. The surrounding climate makes the Syngenta Woodland Property a beneficial location for researching vegetable seeds. The climate offers both hot and cool temperatures, which allows Syngenta to replicate growing conditions in different environments found around the globe. Seeds developed at the Syngenta Woodland Property are used by farmers both locally and internationally.

Capital Expenditures Reserve and Potential Future Prepayment. At origination, the borrower deposited $4,948,000 into a capital expenditures reserve (the “Syngenta CapEx Reserve”), to pay for advances that the sole tenant is entitled to request pursuant to its lease. Such advances were expected but not required to be used for development of a seed processing structure, an expansion of office space, generator replacement and other improvements to the Syngenta Woodland Property. Pursuant to the Syngenta Woodland Whole Loan agreement, if any funds remained on deposit in the Syngenta CapEx Reserve on June 1, 2024, the lender was to apply such funds to the prepayment of the Syngenta Woodland Whole Loan, in an amount equal to the lesser of (x) the amount that, when applied to the outstanding principal balance of the Syngenta Woodland Whole Loan, would result in a Loan to Cost Ratio (as defined below) of 65%, or (y) all remaining funds on deposit in the Syngenta CapEx Reserve (in either case the “Syngenta CapEx Prepayment”). Such Syngenta Cap Ex Prepayment was required to be accompanied by the payment by the borrower of a prepayment fee equal to the greater of a yield maintenance premium and 1.00% of the unpaid note balance. Any funds remaining in the Syngenta CapEx Reserve after the Syngenta CapEx Prepayment were required to be released to the borrower.

Loan to Cost Ratio” means the ratio, as of a particular date, in which (1) the numerator is equal to the outstanding principal balance of the Syngenta Woodland Whole Loan, and (2) the denominator is equal to the sum of (i) $40,568,181, and (ii) the sum of (x) $0, and (y) the aggregate amount of Syngenta CapEx Funds disbursed to the borrower from the Syngenta CapEx Reserve pursuant to the Syngenta Woodland Whole Loan agreement as of the date of determination, in each case as determined in good faith by the lender.

As of June 1, 2024, the borrower had not drawn on the funds in the Syngenta CapEx Reserve, and in June 2024 the loan agreement for the Syngenta Woodland Whole Loan was amended to extend the date on which any Syngenta Cap Ex Prepayment is required to be made to December 1, 2024, and to allow the Syngenta CapEx Reserve to be used for its original purposes until such date, and a corresponding lease amendment was entered into. There can be no assurance as to whether or not the tenant will request any of the funds in the Syngenta CapEx Reserve, or, if requested, of what type of improvements will be made with such funds, or of whether or not there will be remaining funds in the Syngenta Cap Ex Reserve on December 1, 2024, resulting in a prepayment of the Syngenta Woodland Whole Loan.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 12 – Syngenta Woodland

Sole Tenant.

Headquartered in Basel, Switzerland, Syngenta Seeds LLC (“Syngenta”) is a subsidiary of Syngenta AG, a producer of crop protection products and one of the world’s largest seed developers and producers. Syngenta produces high-technology seeds that help mitigate risks such as disease, insect, and climate pressures and allow farmers to meet the ever-growing demand for food and fuel. Syngenta has a network of more than 150 research and development and production sites which collaborates with universities, incubators, scientists and production growers to invest $1.4 billion annually to bring next-generation innovations to the farm. Syngenta AG’s largest market in 2022 was Latin America, which represented approximately 39% of consolidated sales, followed by North America with 24% of consolidated sales, Europe, Africa and the Middle East with 23% of consolidated sales, and Asia Pacific (including China) with 14% of consolidated sales. The Crop Protection segment develops and produces herbicides, insecticides, fungicides, seed treatments and biocontrols that promote plant growth. The Seeds segment offers a broad portfolio of crops with a focus on corn, soybean, cereals, and vegetables.

The Syngenta Woodland Property was built in 1984, later acquired by Syngenta and underwent an expansion and renovation from 2014 to 2021. During this time, Syngenta invested $11.2 million, adding 60,000 square feet of greenhouse space, 32,000 square feet of research space, 10,600 square feet of office space, and a 5,000 square foot plant pathology lab.

Syngenta was founded in 2000 from the agricultural divisions of Novartis and AstraZeneca. Syngenta is a member of the Syngenta Group that was formed in 2020 uniting Syngenta Crop Protection, Syngenta Seeds, ADAMA and Syngenta Group China under one brand. As of February 2024, Syngenta AG is 100% owned by China National Chemical Corporation Ltd.

The Syngenta lease provides that if at any time, the government, via law, ordinance, regulation, etc. prohibits Syngenta from holding, or prohibits the landlord from granting or conveying to the tenant, a leasehold interest in the Syngenta Woodland Property, then the tenant must transition the operational and financial responsibility to a third party by (i) assigning the tenant’s right, title and interest in the lease to a successor tenant, (ii) contracting with a third party contractor to occupy the Syngenta Woodland Property as the successor tenant or (iii) the borrower selling the Syngenta Woodland Property to a third party purchaser designated by Syngenta for an amount equal to the quotient of (A) the sum of the next 12 payments of the base rent divided by (B) 7.03% (the “Purchase Price”). Pursuant to the terms of the Syngenta Woodland Whole Loan documents, all of the Purchase Price (or such portion that is needed to repay the Syngenta Woodland Whole Loan in full) is required to be paid to the lender by the borrower upon receipt. The Syngenta Woodland Whole Loan documents provide that if the borrower is obligated to sell the Syngenta Woodland Property pursuant to the above terms of the lease, simultaneously with such sale the borrower is required to prepay the Syngenta Woodland Whole Loan in whole together with, if such prepayment is prior to the open prepayment date, a prepayment fee equal to the greater of a yield maintenance premium and 1% of the unpaid principal balance as of the date of prepayment. See “Description of the Mortgage Pool—Lease Expirations and Terminations—Terminations” in the Preliminary Prospectus.

Environmental. According to a Phase I environmental assessment dated August 11, 2023, there was no evidence of any recognized environmental conditions at the Syngenta Woodland Property.

 

Historical and Current Occupancy(1)
2021 2022 2023 Current(2)
NAV NAV NAV 100.0%
(1)Historical occupancies are not available due to the borrower’s acquisition of the Syngenta Woodland Property in a sale-leaseback transaction with Syngenta in December 2023.
(2)Current Occupancy is as of March 1, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 12 – Syngenta Woodland

Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF UW Base Rent % of Total
Base Rent
Lease Expiration Date
Syngenta Seeds LLC NR/NR/NR   115,564   100.0%     $27.46 $3,175,999    100.0% 11/30/2043
Occupied Collateral Total / Wtd. Avg.     115,564    100.0%     $27.46 $3,175,999    100.0%  
               
Vacant Space     0       0.0%        
               
Collateral Total     115,564   100.0%        
               
(1)Based on the underwritten rent roll dated March 1, 2024

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant NAP 0 0.0%     NAP    NAP   0 0.0     NAP NAP 
2024 & MTM 0 0   0.0%   0   0.0% 0 0.0% $0 0.0%
2025 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2026 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2027 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2028 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2029 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2030 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2031 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2032 0 0   0.0%   0 0.0% 0 0.0% $0    0.0%
2033 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2034 0 0   0.0%   0 0.0% 0 0.0% $0 0.0%
2035 & Beyond 1 115,564    100.0%          3,175,999   100.0%        115,564 100.0% $3,175,999 100.0%
Total 1 115,564 100.0% $3,175,999  100.0%          
(1)Based on the underwritten rent roll dated March 1, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 12 – Syngenta Woodland

Operating History and Underwritten Net Cash Flow(1)
  U/W U/W Per Square Foot %(2)
Base Rent $3,175,999 $27.46 83.8%
Rent Steps(3) 615,571   $5.32 16.2%
Vacant Income 0   $0.00    0.0%
Gross Potential Rent $3,791,570 $32.78   100.0%
Reimbursements 111,230   $0.96    2.9%
Less: Vacancy (195,140) ($1.69)    (5.1%)
Effective Gross Income $3,707,660 $32.06 97.8%  
Management Fee 111,230   $0.96    3.0%
Total Expenses $111,230   $0.96   3.0%
Net Operating Income $3,596,430 $31.09 97.0%  
Capital Expenditures 17,350   $0.15    0.5%
Net Cash Flow $3,579,080 $30.94 96.5%   
(1) Based on the underwritten rent roll dated March 1, 2024. Historical financial information is not available due to the borrower’s acquisition of the Syngenta Woodland Property in a sale- leaseback transaction with Syngenta in December 2023.
(2) % column represents percent of Gross Potential Rent for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3) Contractual rent steps through February 1, 2025.

The Market. The Syngenta Woodland Property is located in the greater Sacramento area which is home to the capital of the state of California and is located at the intersection of Interstates 5 and 80. The greater Sacramento area has a population of 2.15 million people. Sacramento is home to two large universities, the University of California Davis (“UC Davis”) and California State University, Sacramento, which collectively reported approximately 71,000 undergraduate students in the fall of 2023. UC Davis is the largest campus within the 10-university UC system. The Syngenta Woodland Property is located in an area known as “The Seed Capital of the World” or “Seed Valley” and is surrounded by a cluster of seed development companies. UC Davis, a recognized leader in seed technology, is located less than 10 minutes from the Syngenta Woodland 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 13 – Crescent Center
Mortgage Loan Information   Property Information
Mortgage Loan Seller: GCMC   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $18,250,000   Title: Fee
Cut-off Date Principal Balance(1): $18,250,000   Property Type – Subtype: Office – Suburban
% of IPB: 2.3%   Net Rentable Area (SF): 356,188
Loan Purpose: Refinance   Location: Memphis, TN
Borrower: Crescent Center Memphis, LLC   Year Built / Renovated: 1986 / 2001, 2020
Borrower Sponsors: David Long and Peggy Long   Occupancy: 87.6%
Interest Rate: 7.51300%   Occupancy Date: 11/13/2023
Note Date: 9/22/2023   4th Most Recent NOI (As of): $3,755,295 (12/31/2020)
Maturity Date: 10/6/2028   3rd Most Recent NOI (As of): $3,684,484 (12/31/2021)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $4,418,358 (12/31/2022)
Original Term: 60 months   Most Recent NOI (As of)(2): $5,070,098 (TTM 8/31/2023)
Original Amortization Term: None   UW Economic Occupancy: 88.3%
Amortization Type: Interest Only   UW Revenues: $10,935,948
Call Protection: L(33),D(20),O(7)   UW Expenses: $4,160,455
Lockbox / Cash Management: Hard / Springing   UW NOI(2): $6,775,493
Additional Debt(1): Yes   UW NCF: $6,163,117
Additional Debt Balance(1): $33,750,000   Appraised Value / Per SF: $81,100,000 / $228
Additional Debt Type(1): Pari Passu   Appraisal Date: 8/3/2023
         

 

Escrows and Reserves   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $146
Taxes: $530,919 $132,730 N/A   Maturity Date Loan / SF: $146
Insurance: $92,115 $9,211 N/A   Cut-off Date LTV: 64.1%
Replacement Reserves: $0 $5,936 N/A   Maturity Date LTV: 64.1%
TI/LC Reserve: $500,000 $53,428 N/A   UW NCF DSCR: 1.56x
Other Reserves(3): $1,308,459 Springing(3) N/A   UW NOI Debt Yield: 13.0%
             

 

Sources and Uses
Sources Proceeds % of Total    Uses Proceeds % of Total  
Whole Loan(1) $52,000,000 95.1 %   Loan Payoff $49,625,707 90.8 %
Borrower Sponsor Equity 2,672,977 4.9     Closing Costs(4) 2,615,777 4.8  
        Reserves 2,431,492 4.4  
Total Sources $54,672,977 100.0 %   Total Uses $54,672,977 100.0 %
(1)The Crescent Center Mortgage Loan (as defined below) is part of a whole loan evidenced by six pari passu promissory notes with an aggregate original principal balance of $52,000,000 (the “Crescent Center Whole Loan”). The Financial Information in the chart above is based on the aggregate outstanding principal balance of the Crescent Center Whole Loan.
(2)The increase from Most Recent NOI to UW NOI is primarily driven by six new or expansion leases commencing in 2023 and 2024, totaling 28,615 square feet (8.0% of NRA).
(3)Other Reserves include (i) $1,079,540 for outstanding free rent relating to the Simmons Bank and Benefit Recovery Group, LLC leases and (ii) $228,919 for outstanding tenant improvements and leasing commissions. If the balance in the Simmons Bank free rent reserve is less than $475,750 on October 1, 2025, then the borrower is required to deposit the amount necessary to cause the balance of funds in the reserve account to equal $475,750.
(4)Closing Costs include an approximately $1.61 million interest rate buydown.

The Loan. The Crescent Center mortgage loan (the “Crescent Center Mortgage Loan”) is part of a whole loan secured by the borrower’s fee interest in a 356,188 square foot office property located in Memphis, Tennessee (the “Crescent Center Property”). The Crescent Center Whole Loan consists of six pari passu notes and accrues interest at a rate of 7.51300% per annum. The Crescent Center Whole Loan has a five-year term and is interest-only for the term of the loan. The Crescent Center Mortgage Loan is evidenced by the non-controlling Notes A-2 and A-4-2, which have an aggregate original and outstanding principal balance as of the Cut-off Date of $18,250,000. The Crescent Center Whole Loan is being serviced pursuant to the pooling and servicing agreement for the BMO 2024-5C3 securitization trust. The relationship between the holders of the Crescent Center Whole Loan is governed by a co-lender agreement described under “Description of the Mortgage Pool–The Whole Loans–The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 13 – Crescent Center

The table below identifies the promissory notes that comprise the Crescent Center Whole Loan:

Whole Loan Summary
Note Original Balance Cut-off Date Balance       Note Holder Controlling Piece
A-1 $15,000,000 $15,000,000 BMO 2024-5C3 Yes       
A-2 $12,000,000 $12,000,000 BBCMS 2024-5C27 No      
A-3 $10,000,000 $10,000,000 BMO 2024-5C3 No      
A-4-1   $3,750,000   $3,750,000 BMO 2024-5C3 No      
A-4-2   $6,250,000   $6,250,000 BBCMS 2024-5C27 No      
A-5   $5,000,000   $5,000,000 Benchmark 2024-V6 No      
Whole Loan $52,000,000 $52,000,000    

The Property. The Crescent Center Property consists of a nine-story, Class A office building, two outparcel retail buildings and a parking garage located in Memphis, Tennessee totaling 356,188 square feet. The Crescent Center Property was constructed in 1986 and was acquired by the borrower sponsors in September 2021 for $67.5 million, after which they completed an approximately $2.7 million capital improvement project, which included a lobby upgrade, restroom renovations, and corridor work. Since acquisition, the borrower sponsors have executed new leases with five tenants, totaling 66,113 square feet, and 14 renewal and expansion leases, totaling for 60,854 square feet.

The Crescent Center Property consists of 331,406 square feet of office space (93.0% of NRA), 18,177 square feet of outparcel retail space (5.1% of NRA), 6,605 square feet of fitness center and storage space (1.9% of NRA), and a four-story parking structure. The Crescent Center Property contains 1,014 garage parking spaces and 63 surface spaces. The Crescent Center Property is managed and leased by CBRE, Inc., the largest commercial property management company in the United States. The Crescent Center Property is 87.6% leased as of November 13, 2023 to a roster of 39 tenants. The three largest tenants at the Crescent Center Property are Butler Snow LLP (“Butler Snow”) (15.6% of NRA), Simmons Bank (12.4% of NRA) and Benefit Recovery Group, LLC (“Benefit Recovery Group”) (5.6% of NRA), with no additional tenant accounting for more than 4.9% of NRA. The outparcel retail spaces consist of GMRI, Inc. dba Seasons 52 (“Seasons 52”) and Capital Grille Holdings, Inc. (“Capital Grille”), two national chain restaurants that are part of Darden Restaurants, Inc. (rated Baa2/BBB/BBB by Moody’s/S&P/Fitch). Seasons 52 and Capital Grille each executed 10-year extensions in 2023, with expiration dates in 2034. The Crescent Center Property has maintained average occupancy of 89.8% since 2011.

Major Tenants.

Butler Snow LLP (55,581 square feet; 15.6% of NRA; 17.1% of underwritten base rent). Butler Snow is an international law firm, and the largest law firm in Memphis, focused on business law and litigation, with clients ranging from emerging technology startups to Fortune 100 companies. Founded in 1954, and consisting of over 400 professionals in 28 locations, the law firm practices include public finance, mass tort litigation / class action, real estate law and tax law.

Butler Snow currently occupies 55,581 square feet, including the entire fifth floor (40,237 square feet) and 14,949 square feet on the fourth floor of the Crescent Center Property. Butler Snow has been a tenant at the Crescent Center Property since 2002 and most recently executed a 128-month renewal in June 2020. The tenant has two, five-year renewal options remaining. Effective between September 1, 2027 and September 1, 2028, Butler Snow has the one-time right to reduce its space by up to 14,949 square feet located on the fourth floor of the Crescent Center Property, with 365 days’ notice and payment of a fee equal to three months’ rent and unamortized leasing commissions, costs of landlord’s work and tenant improvement costs.

Simmons Bank (44,081 square feet; 12.4% of NRA; 14.2% of underwritten base rent). Simmons Bank (Moody’s/KBRA: Baa2/BBB+) is a regional bank founded in 1903 and headquartered in Pine Bluff, Arkansas, with $27.6 billion in assets as of March 31, 2023, and over 200 locations in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas employing over 3,200 associates. In 2021, Simmons Bank acquired naming rights to Simmons Bank Liberty Stadium, the current home of the University of Memphis Tigers football team and the Liberty Bowl.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 13 – Crescent Center

Simmons Bank currently occupies 44,081 square feet of office space, including a 5,531 square foot first floor space operating as a retail bank branch, and an outparcel drive-through. Simmons Bank has been a tenant at the Crescent Center Property since 2022, when it entered into a new lease for 24,221 square feet on the ninth floor, and assumed and extended an existing lease to a prior tenant on the 5,531 square foot first floor space. Subsequently, Simmons Bank executed an expansion lease for an additional 14,329 square feet in March 2023 to occupy the entirety of the ninth floor and extend the term of its lease. Simmons Bank has one, five-year renewal option remaining and a termination option with respect to the 5,531 square foot first floor space effective August 31, 2028, with nine months’ prior notice and payment of a termination fee equal to three months’ rent and unamortized leasing commissions, any abated and/or free rent and tenant improvement costs, which was a legacy provision of the lease assumed by the prior tenant. The Simmons Bank lease also includes signage rights on the Crescent Center Property.

Benefit Recovery Group, LLC (19,864 square feet; 5.6% of NRA; 6.3% of underwritten base rent). Benefit Recovery Group is a health insurance subrogation company offering compensation recovery services across a number of industries. Headquartered at the Crescent Center Property, Benefit Recovery Group has over 20 years of experience in subrogation, utilizing a technology-optimized process to maximize recoveries for their clients.

Benefit Recovery Group executed its initial lease for 15,000 square feet at the Crescent Center Property in August 2023, and expanded by an additional 4,864 square feet in October 2023. Benefit Recovery Group has one, five-year renewal option remaining and a one-time right to terminate its lease, effective January 31, 2031, with nine months’ prior notice and payment of a termination fee equal to unamortized leasing commissions and tenant improvement costs.

Environmental. The Phase I environmental assessment dated August 17, 2023 identified no evidence of any recognized environmental conditions at the Crescent Center Property.

The following table presents certain information relating to the historical and current occupancy of the Crescent Center Property:

Historical and Current Occupancy(1)
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Current(2)
89.0% 88.0% 90.0% 94.0% 99.0% 96.0% 96.0% 97.0% 92.7% 80.8% 71.5% 86.0% 87.6%
(1)Historical occupancies are as of December 1 of each respective year for 2020-2022, and average occupancy for 2011-2019.
(2)Current occupancy is based on the underwritten rent roll dated November 13, 2023.

The following table presents certain information relating to the largest tenants at the Crescent Center Property:

Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF UW Base Rent % of Total
UW Base Rent
Lease
Expiration Date(3)
Butler Snow LLP NR/NR/NR 55,581   15.6 % $32.35 $1,798,209 17.1 %      6/30/2035
Simmons Bank Baa2/NR/NR 44,081  12.4   $33.95 1,496,422 14.2        1/31/2038
Benefit Recovery Group, LLC NR/NR/NR 19,864  5.6   $33.23 660,081 6.3        1/31/2034
Diversified Trust Company NR/NR/NR 17,579    4.9   $34.87 612,942 5.8        4/30/2033
Wells Fargo Clearing Services A1/BBB+/A+ 15,637    4.4   $33.92 530,407 5.0        4/30/2028
Major Tenants   152,742 42.9 % $33.38 $5,098,061 48.4 %  
Other Tenants   159,357 44.7 % $34.05 $5,426,573 51.6 %  
Occupied Collateral Total / Wtd. Avg.   312,099 87.6 % $33.72 $10,524,634 100.0 %  
Vacant Space   44,089 12.4 %        
Collateral Total   356,188 100.0 %        
               
(1)Information is based on the underwritten rent roll dated November 13, 2023, inclusive of rent steps through November 2024 and straight-line rent for Simmons Bank.
(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.
(3)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease.

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

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 13 – Crescent Center

The following table presents certain information relating to the tenant lease expirations of the Crescent Center Property:

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring Cumulative % of UW Base Rent Expiring
Vacant NAP 44,089   12.4 % NAP NA P   44,089 12.4 % NAP  NA P
2023 & MTM 1 1,024   0.3   $34,959 0.3 %   45,113 12.7 % $34,959 0.3 %
2024 3 14,535   4.1   388,014 3.7     59,648 16.7 % $422,974 4.0 %
2025 5 13,414   3.8   479,507 4.6     73,062 20.5 % $902,481 8.6 %
2026 10 37,312   10.5   1,257,581 11.9   110,374 31.0 % $2,160,061 20.5 %
2027 4 15,846   4.4   549,916 5.2   126,220 35.4 % $2,709,977 25.7 %
2028 3 20,122   5.6   675,512 6.4   146,342 41.1 % $3,385,489 32.2 %
2029 5 17,130   4.8   570,003 5.4   163,472 45.9 % $3,955,493 37.6 %
2030 1 3,952   1.1   131,651 1.3   167,424 47.0 % $4,087,144 38.8 %
2031 4 14,795   4.2   452,374 4.3   182,219 51.2 % $4,539,518 43.1 %
2032 1 7,311   2.1   248,428 2.4   189,530 53.2 % $4,787,946 45.5 %
2033 4 17,579   4.9   612,942 5.8   207,109 58.1 % $5,400,888 51.3 %
2034 4 38,041   10.7   1,389,887 13.2   245,150 68.8 % $6,790,775 64.5 %
2035 & Beyond 11 111,038   31.2   3,733,859 35.5   356,188 100.0 % $10,524,634 100.0 %
Total 56 356,188   100.0 % $10,524,634 100.0 %        
(1)Based on the underwritten rent roll dated November 13, 2023, inclusive of rent steps through November 2024 and straight-line rent for Simmons Bank.
(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 rollover schedule.

The following table presents certain information relating to the operating history and underwritten cash flows of the Crescent Center Property:

Operating History and Underwriting Net Cash Flow
  2020     2021            2022          TTM(1)       Underwritten   Per Square Foot %(2)   
In Place Rent(3) $7,135,410 $7,010,582 $8,117,707 $8,686,875 $10,478,451(3) $29.42 85.6 %
Vacancy Gross Up 0 0 0 0 1,432,893    4.02 11.7  
Straight-Line Rent(4) 0 0 0 0 46,182(4)    0.13 0.4  
Gross Potential Rent $7,135,410 $7,010,582 $8,117,707 $8,686,875 $11,957,526 $33.57 97.7 %
Total Reimbursements 127,965 62,112 25,870 186,521 283,246    0.80 2.3  
Total Gross Income $7,263,375 $7,072,694 $8,143,577 $8,873,396 $12,240,773 $34.37 100.0 %
Other Income(5) 23,390 31,354 (60,122) 97,678 128,068(5) 0.36 1.0  
(Vacancy/Credit Loss) 0 0 0 0 (1,432,893) (4.02) (11.7)
Effective Gross Income $7,286,765 $7,104,048 $8,083,455 $8,971,074 $10,935,948 $30.70 89.3 %
Total Expenses $3,531,470 $3,419,564 $3,665,097 $3,900,976 $4,160,455 $11.68 38.0 %
Net Operating Income $3,755,295 $3,684,484 $4,418,358 $5,070,098(6) $6,775,493(6) $19.02 62.0 %
Capital Expenditures 0 0 0 0 71,238 0.20 0.7  
TI/LC 0 0 0 0 541,138 1.52 4.9  
Net Cash Flow $3,755,295 $3,684,484 $4,418,358 $5,070,098 $6,163,117 $17.30 56.4 %
(1)TTM reflects the trailing 12 months ending August 31, 2023.
(2)% column represents percent of Total Gross Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)Underwritten In Place Rent includes rent steps through November 2024.
(4)Includes straight-line rent for investment-grade tenants or their affiliates averaged to earlier of lease expiration or loan maturity.
(5)Other Income consists primarily of Simmons Bank signage and contractual parking income.
(6)The increase from TTM Net Operating Income to Underwritten Net Operating Income is primarily driven by six new or expansion leases commencing in 2023 and 2024, totaling 28,615 square feet (8.0% of NRA).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 13 – Crescent Center

The Market. The Crescent Center Property is located at a signalized intersection on Poplar Avenue in Memphis, Tennessee. Memphis is home to several Fortune 500 company headquarters, including FedEx, AutoZone, and International Paper. FedEx Corporation is the largest employer in Memphis, with 30,000 employees and six million daily shipments out of Memphis International Airport.

The Crescent Center Property is proximate to Interstate 240, which provides direct access to Memphis International Airport, located approximately 11 miles away. Poplar Avenue also provides direct access to downtown Memphis, approximately 12 miles west of the Crescent Center Property. The Crescent Center Property is adjacent to a Target-anchored retail center.

The Crescent Center Property is located within the East Memphis office submarket. As of the fourth quarter of 2023, the East Memphis office submarket had an inventory of approximately 15.17 million square feet, making it the largest submarket in Memphis, accounting for 25.7% of total office inventory. The East Memphis submarket had a vacancy rate of 11.8% and an asking rental rate of $24.70 per square foot, the highest of all Memphis submarkets. According to the appraisal, the East Memphis submarket demonstrates sound fundamentals, and a competitive set of approximately 1.52 million square feet exhibited a vacancy rate of 7.8%.

According to the appraisal, as of 2022, the population and average household income within a five-mile radius of the Crescent Center Property were 224,399 and $90,046, respectively.

The following table presents certain information relating to comparable office properties to the Crescent Center Property:

Competitive Building Summary(1)

 

Property Name

Year Built Rentable Area (SF) Occupancy Parking Spaces Asking Rent PSF Rate Type
Crescent Center 1986 356,188(2) 87.6%(2) 1,077(3) $33.72(2)(4) Various
Colonnade 1998 89,000 100.0% 267 $25.00 FSG
999 S Shady Grove Rd. 2008 150,571 81.0% 454 $30.25 FSG
Ridgeway Center 1995 158,733 93.4% 457 $29.75 FSG
TraVure 2018 169,769 96.9% NAV $33.00 FSG
Triad Centre III 2009 148,810 77.2% 840 $30.50 FSG
Renaissance Center 2000 191,000 78.9% 661 $29.50 FSG
(1)Source: Appraisal.
(2)Information is based on the underwritten rent roll dated November 13, 2023.
(3)Information based on the zoning report dated September 18, 2023.
(4)Asking Rent PSF based on the underwritten base rent per square foot for the Crescent Center Property, inclusive of contractual rent steps through November 2024 and straight-line rent for Simmons Bank.

The following table presents certain information relating to the appraisal’s market rent conclusion for the Crescent Center Property:

Market Rent Summary(1)
Type Market Rent PSF Lease Term (Years) Rent Increase Projection Lease Type
Office $32.50 7.0 2.5% annual Full Service
Storage $12.50 5.0 2.5% annual None
Amenity $4.00 15.0 None Full Service
Outparcel $42.00 10.0 10.0% every 5 years Triple Net
(1)Source: 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 13 – Crescent Center

The following table presents certain information relating to comparable sales to the Crescent Center Property:

Comparable Sales(1)
Name / Property Location Sale Date Total NRA (SF) Total Occupancy Sale Price Sale Price PSF Adjusted Sales Price PSF

Crescent Center

Memphis, TN

NAP 356,188(2) 87.6 %(2) NAP NAP NAP

The Forum Metro Center

Nashville, TN

Aug-2022 158,193 94.0 % $32,250,000 $204 $212

Bemiston Tower

Clayton, MO

Feb-2023 174,241 95.0 % $32,725,000 $188 $194

Vanderbilt Office Plaza

Nashville, TN

May-2023 130,913 93.0 % $37,000,000 $283 $289

Parkside Plaza I

Knoxville, TN

Aug-2022 100,340 100.0 % $24,500,000 $244 $254

Ridgeway Center

Memphis, TN

Jun-2021 168,000 100.0 % $27,700,000 $165 $175

Colonnade

Memphis, TN

Jul-2020 89,000 89.3 % $13,000,000 $146 $158
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated November 13, 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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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 14 – ASC Business Park
Mortgage Loan Information   Property Information
Mortgage Loan Seller: Barclays   Single Asset / Portfolio: Single Asset
Original Principal Balance: $17,000,000   Title: Fee
Cut-off Date Principal Balance: $17,000,000   Property Type – Subtype: Industrial – Flex
% of IPB: 2.1%   Net Rentable Area (SF): 296,991
Loan Purpose: Acquisition   Location: Asheville, NC
Borrower: The Ridge Business Park LLC   Year Built / Renovated: 1954 / 2008
Borrower Sponsors: Jacob Beer, Barbara Weissman and Jeremy Apfel   Occupancy: 99.3%
Interest Rate: 6.49600%   Occupancy Date: 3/14/2024
Note Date: 5/17/2024   4th Most Recent NOI (As of): $2,216,733 (12/31/2021)
Maturity Date: 6/6/2029   3rd Most Recent NOI (As of): $2,405,080 (12/31/2022)
Interest-only Period: 60 months   2nd Most Recent NOI (As of): $2,638,857 (12/31/2023)
Original Term: 60 months   Most Recent NOI (As of)(4): $2,691,927 (TTM 2/29/2024)
Original Amortization Term:    None   UW Economic Occupancy: 85.0%
Amortization Type: Interest Only   UW Revenues: $3,381,047
Call Protection: L(25),D(28),O(7)   UW Expenses: $1,152,979
Lockbox / Cash Management: Hard / Springing   UW NOI(4): $2,228,068
Additional Debt: No   UW NCF: $2,008,855
Additional Debt Balance: N/A   Appraised Value / Per SF: $26,250,000 / $88
Additional Debt Type: N/A   Appraisal Date: 3/7/2024
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $57
RE Taxes: $80,902

$13,484

N/A   Maturity Date Loan / SF: $57
Insurance: $8,060 $8,060 N/A   Cut-off Date LTV: 64.8%
Replacement: $801,875 $0 N/A   Maturity Date LTV: 64.8%
TI/LC(1): $500,000 $12,375 $297,000   UW NCF DSCR: 1.79x
Environmental Remediation
Fund:
$31,250 $2,083 $125,000   UW NOI Debt Yield: 13.1%
HVAC Installation: $87,400 $0 N/A      
Immediate Repairs: $74,800 $0 N/A      
Anchor Tenant Reserve(2): $0 Springing N/A      
Anchor Tenant Premises
Reduction Reserve(3):
$0 Springing N/A      
             

 

Sources and Uses
Sources Proceeds % of Total    Uses Proceeds % of Total
Mortgage Loan $17,000,000 61.6 %   Purchase Price $25,000,000 90.5%
Borrower Sponsor Equity 10,611,309 38.4     Upfront Reserves 1,584,287 5.7
        Closing Costs(5) 1,427,022 5.2
        Seller Credit(6) (400,000) (1.4)
Total Sources $27,611,309 100.0 %   Total Uses $27,611,309   100.0%
(1)The borrower’s obligation to deposit into a rollover reserve, on a monthly basis, an amount equal to $12,374.63 is waived, so long as (i) no event of default has occurred and is continuing and (ii) the balance of the reserve account is equal to or greater than the cap. The initial deposit of $500,000 is not counted towards the reserve cap.
(2)The borrower will be required to make monthly deposits, equal to $79,000, into an anchor tenant reserve upon the occurrence of (a) an Anchor Tenant (as defined below), any parent of the Anchor Tenant or guarantor of the Anchor Tenant lease is the subject of a bankruptcy or insolvency proceeding, (b) an Anchor Tenant provides notice of its intent to close its business at the premises or vacates without notice, (c) an Anchor Tenant terminates it lease or gives notice of its intention to terminate or not renew its lease, (d) an Anchor Tenant defaults under the terms of its lease or (e) an Anchor Tenant fails to renew its lease by the earlier of (x) the date that is 12 months prior to the expiration date of the lease and (y) the date on which the Anchor Tenant is required to provide notice of renewal.
Anchor Tenant” means the United States of America and any other tenant hereafter occupying the Anchor Tenant premises.
(3)The borrower will be required to make annual deposits equal to the Anchor Tenant Premises Reduction Deposit (as defined below), if no cure of the Anchor Tenant Premises Reduction Trigger Event (as defined below) has occurred, upon the occurrence of (a) an Anchor Tenant electing to reduce its Anchor Tenant premises in accordance with its lease and (b) the net cash flow debt service coverage ratio is less than 1.35x based on a 30 year amortization schedule (an “Anchor Tenant Premises Reduction Trigger Event”).
Anchor Tenant Premises Reduction Deposit” means an amount equal to (i) the annual rent payable pursuant to the Anchor Tenant lease immediately prior to the occurrence of an Anchor Tenant Premises Reduction Trigger Event, less (ii) the annual rent payable pursuant to the Anchor Tenant lease following the occurrence of an Anchor Tenant Premises Reduction 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.

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Structural and Collateral Term Sheet   BBCMS 2024-5C27
No. 14 – ASC Business Park
(4)The decrease from Most Recent NOI to UW NOI is primarily due to an additional vacancy adjustment attributed to Consolidated Patient Accounts Center’s Revenue Academy (“PMO”). Given PMO’s (15,725 square feet; 5.3% of net rentable area (“NRA”); 14.2% of underwritten rent) lease expiration in February 2025, and having one, five-year renewal option remaining with 60 days’ notice, a lease renewal will not be executed prior to the anticipated closing date of the BBCMS 2024-5C27 securitization.
(5)Includes a $680,000 interest rate buydown fee.
(6)Represents a seller credit to the borrower sponsors for capital improvements at the ASC Business Park Property (as defined below).

The Loan. The ASC Business Park mortgage loan (the “ASC Business Park Mortgage Loan”) is secured by the borrower’s fee interest in a 296,991 square foot industrial property located in Asheville, North Carolina (the “ASC Business Park Property”). The ASC Business Park Mortgage Loan has an outstanding principal balance as of the Cut-off Date of $17,000,000 and accrues interest at a rate of 6.49600% per annum. The ASC Business Park Mortgage Loan has a five-year, interest-only term and accrues interest on an Actual/360 basis.

The Property. The ASC Business Park Property is a 296,991 square foot, flex-industrial property that was originally constructed in 1954 and renovated in 2008, and is situated on a 23.88-acre site in Asheville, North Carolina. Approximately 75.1% of the total NRA consists of warehouse-industrial space and the remaining 24.9% of NRA is office space. The office space is primarily occupied by two government tenants under the Department of Veteran Affairs (the “VA”), Mid-Atlantic Patient Accounts Center (“MACPAC”) and PMO. MACPAC and PMO have been in occupancy at the ASC Business Park Property since 2008 and 2010, respectively. The ASC Business Park Property is served by 625 surface parking spaces with a parking ratio of approximately 2.10 spaces per 1,000 square feet.

The ASC Business Park Property is 99.3% leased to 16 unique industrial and office tenants and has been 100% occupied as of the end of each year from 2016 to 2023.

Major Tenants.

Aprotech (77,924 square feet; 26.2% of NRA, 15.1% of underwritten base rent): Aprotech specializes in the developing and manufacturing of elastomeric crankshaft dampers, noise vibration harshness products, machined components and mechanical assemblies. Aprotech has been at the ASC Business Park Property since 2011, with a current lease expiration date of January 2026. Aprotech has two, two-year renewal options remaining and no termination options.

MB Manufacturing (59,789 square feet; 20.1% of NRA, 14.0% of underwritten base rent): MB Manufacturing has been in the automotive parts industry for over 25 years and offers a wide range of products including disc brake kits, power conversion kits, master cylinders and brake boosters, among others. MB Manufacturing recently executed a lease at the ASC Business Park Property in 2023, with a lease expiration date of January 2028, one, five-year renewal option remaining and no termination options.

MACPAC (54,011 square feet; 18.2% of NRA, 38.6% of underwritten base rent): MACPAC is an entity within the Department of Veterans Affairs. Established under the Consolidated Patient Account Center structure introduced by the VA in 2006, MACPAC’s objective is to enhance revenue operations throughout the Veterans Health Administration network by standardization and consolidation of functions including billing and insurance. Asheville falls in the Mid-Atlantic region, which is one of seven regions established by the Department of Veterans Affairs to assist with streamlining operations.

MACPAC has been at the ASC Business Park Property since 2008, with a current lease expiration date of November 2028 after recently executing a five-year renewal in December 2023, and has no renewal or termination options remaining. If MACPAC does not occupy a certain portion of its space, then its gross rent will be reduced proportionally by the share of operating expenses attributable to such space. If MACPAC elects to downsize, annual reserve payments equal to (i) the annual rent immediately prior to the downsize, less (ii) the annual rent payable following the downsize are required to be deposited.

Environmental. According to the Phase I environmental assessment dated March 14, 2024, groundwater contamination at the ASC Business Park Property represents a recognized environmental condition (“REC”). Perchloroethylene and trichloroethylene were detected in the most recent groundwater monitoring report above standard levels, which requires ongoing monitoring and constitutes a REC. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Environmental Considerations” in the Preliminary Prospectus.

At origination of the ASC Business Park Mortgage Loan, the borrower deposited $31,250 into the environmental reserve fund, which is equal to 125% of one year’s cost of monitoring the REC. Additionally, $2,083 is required to be deposited

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 14 – ASC Business Park

monthly into the environmental reserve fund, which is equal to 1/12th of one year’s cost of monitoring the REC. The environmental reserve fund is subject to a cap of $125,000.

The following table presents certain information relating to the historical and current occupancy of the ASC Business Park Property:

Historical and Current Occupancy
2021(1) 2022(1) 2023(1) Current(2)
100.0% 100.0% 100.0% 99.3%
(1)Historical occupancy is based on the year-end of each respective year.
(2)Based on the underwritten rent roll as of March 14, 2024.

The following table presents certain information relating to the major tenants at the ASC Business Park Property:

Major Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF) % of
Total NRA
UW Base Rent PSF(3) UW Base Rent(3) % of Total
UW Base Rent(3)

Lease

Expiration Date

Aprotech NR/NR/NR 77,924 26.2% $5.56 $433,314 15.1%    1/31/2026  
MB Manufacturing NR/NR/NR 59,789 20.1 $6.72 402,000   14.0    1/31/2028  
MACPAC Aaa/AA+/AA+ 54,011 18.2 $20.48 1,106,265   38.6  11/30/2028  
Uplifting Deals NR/NR/NR 41,841 14.1 $4.76 199,022   6.9    Various(4)  
Annie's Bakery NR/NR/NR 23,086 7.8 $6.08 140,446   4.9    7/31/2025  
Major Tenants   256,651 86.4% $8.89 $2,281,047   79.6%  
Remaining Tenants   38,271 12.9 $15.23 583,037 20.4  
Occupied Collateral Total / Wtd. Avg.   294,922 99.3% $9.71 $2,864,085   100.0%  
               
Vacant Space   2,069   0.7        
               
Collateral Total   296,991 100.0%        
               
(1)Based on the underwritten rent roll as of March 14, 2024.
(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.
(3)Includes contractual rent steps through May 2025.
(4)Uplifting Deals occupies two different suites at the ASC Business Park Property. The first suite, representing 35,242 square feet, has a lease expiration date of July 2029, and the second suite, representing 6,599 square feet, has a lease expiration date of January 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.

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No. 14 – ASC Business Park

The following table presents certain information relating to lease expirations at the ASC Business Park Property:

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(2) % of UW Base Rent Expiring(2) Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(2) Cumulative % of UW Base Rent Expiring(2)
Vacant NAP 2,069    0.7% NAP NAP 2,069    0.7% NAP  NAP
2024 & MTM 5 2,884 1.0 $39,632 1.4% 4,953    1.7% $39,632 1.4%
2025 4 48,641 16.4 602,086 21.0 53,594    18.0% $641,718 22.4%
2026 2 80,050 27.0 453,281 15.8 133,644    45.0% $1,094,999 38.2%
2027 1 3,200 1.1 22,712 0.8 136,844    46.1% $1,117,710 39.0%
2028 3 116,033 39.1 1,535,637 53.6 252,877    85.1% $2,653,347 92.6%
2029 1 35,242 11.9 161,942 5.7 288,119    97.0% $2,815,289 98.3%
2030 0 0 0.0 0 0.0 288,119    97.0% $2,815,289 98.3%
2031 0 0 0.0 0 0.0 288,119    97.0% $2,815,289 98.3%
2032 0 0 0.0 0 0.0 288,119    97.0% $2,815,289 98.3%
2033 1 8,872 3.0 48,796 1.7 296,991    100.0% $2,864,085 100.0%
2034 0 0 0.0 0 0.0 296,991    100.0% $2,864,085 100.0%
2035 & Thereafter 0 0 0.0 0 0.0 296,991    100.0% $2,864,085 100.0%
Total 17 296,991  100.0% $2,864,085 100.00%        
(1)Based on the in-place rent roll dated March 14, 2024.
(2)Includes contractual rent steps through May 2025.

 

The following table presents certain information relating to the underwritten cash flows of the ASC Business Park Property:

Operating History and Underwritten Net Cash Flow(1)
  2021 2022 2023 T12 2/29/2024(2) UW(2) UW Per Square Foot
Underwritten Rent $2,493,246 $2,585,789 $2,723,663 $2,742,722 $2,864,085(3) $9.64
Vacancy Gross Up 0 0 0 0 19,674 0.07
Gross Potential Rent $2,493,246 $2,585,789 $2,723,663 $2,742,722 $2,883,759 $9.71
Expense Recoveries 779,462 850,550 1,032,428 1,073,338 929,853 3.13
Net Rental Income $3,272,708 $3,436,339 $3,756,091 $3,816,060 $3,813,612 $12.84
(Vacancy/Credit Loss) 0 0 0 0 (19,674) (0.07)
Additional Vacancy Adjustment 0 0 0 0 (412,890) (1.39)
Effective Gross Income $3,272,708 $3,436,339 $3,756,091 $3,816,060 $3,381,048 $11.38
Taxes 155,348 155,348 157,091 157,091 157,091 0.53
Insurance 48,291 46,066 49,240 52,413 96,723 0.33
Utilities 413,442 464,016 489,023 504,894 430,637 1.45
Other Expenses 438,894 365,829 421,880 409,735 468,528 1.58
Total Expenses $1,055,975 $1,031,259 $1,117,234 $1,124,133 $1,152,979 $3.88
Net Operating Income $2,216,733 $2,405,080 $2,638,857 $2,691,927 $2,228,069 $7.50
Capital Expenditures 0 0 0 0 59,398 0.20
TI / LC 0 0 0 0 159,815 0.54
Net Cash Flow $2,216,733 $2,405,080 $2,638,857 $2,691,927 $2,008,856 $6.76
(1)Based on the underwritten rent roll dated March 14, 2024.
(2)The decrease from T12 2/29/2024 Net Operating Income to UW Net Operating Income is primarily due to an additional vacancy adjustment attributed to PMO. Given PMO’s (15,725 square feet; 5.3% of NRA; 14.2% of underwritten rent) lease expiration in February 2025, and having one, five-year renewal option remaining with 60 days’ notice, a lease renewal will not be executed prior to the anticipated closing date of the BBCMS 2024-5C27 securitization.
(3)Includes contractual rent steps through May 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.

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No. 14 – ASC Business Park

The Market. The ASC Business Park Property is located in Asheville, North Carolina and is located approximately two miles northwest of the Asheville central business district. The ASC Business Park Property is located near I-26 and I-240 which are both thoroughfares for the entire region. Land uses in the neighborhood consist primarily of industrial, commercial and residential development. Two main commercial corridors, Patton Avenue and Haywood Road, are both located within three miles of the subject property and feature many local shops and restaurants. According to the appraisal, the estimated 2023 population within a one-, three- and five-mile radius was 5,764, 60,568 and 101,864, respectively. Additionally, for the same period, the average household income within the same radii was $77,772, $98,781 and $98,044, respectively.

The ASC Business Park Property is located in the West Asheville warehouse submarket within the greater Asheville - NC industrial market. As of the fourth quarter of 2023, the Asheville - NC industrial market had an inventory of approximately 37.6 million square feet, with an occupancy rate of 97.1%. Occupancy increased from 97.0% from the fourth quarter of 2022 along with asking rent increasing 8.6% over the same period to $9.36 per square foot. As of the fourth quarter of 2023, the West Asheville warehouse submarket had an inventory of approximately 2.7 million square feet, with an occupancy rate of 99.6%. Occupancy has remained above 93.0% each year since 2014, with asking rent also increasing each year. Asking rent increased from $9.37 in the fourth quarter of 2022 to $10.21 in the fourth quarter of 2023, representing a 9.0% increase.

The ASC Business Park Property is also located within the West Asheville office submarket, which has an occupancy rate of 99.5% as of the fourth quarter of 2023 and asking rent per square foot of $22.23. Office occupancy in the West Asheville office submarket of 99.5% is slightly higher than the overall office market occupancy rate of 97.5%.

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.

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No. 15 – Philadelphia Multifamily Portfolio
Mortgage Loan Information   Property Information
Mortgage Loan Seller: AREF2   Single Asset / Portfolio: Portfolio
Original Principal Balance: $16,800,000   Title: Fee
Cut-off Date Principal Balance: $16,800,000   Property Type Subtype: Multifamily – Low Rise
% of IPB: 2.1%   Net Rentable Area (Units): 88
Loan Purpose: Refinance   Location: Philadelphia, PA
Borrowers: Germantown Lofts, LLC, 723 N 35th Street, LLC, 2215 N 7th Street, LLC and Diamond Dream Home LLC   Year Built / Renovated: 2023 / NAP
Borrower Sponsors: David Badouch and Shimon Shain   Occupancy: 95.5%
Interest Rate: 7.32000%   Occupancy Date: 4/17/2024
Note Date: 5/14/2024   4th Most Recent NOI (As of)(1): NAV
Maturity Date: 6/6/2029   3rd Most Recent NOI (As of)(1): NAV
Interest-only Period: 60 months   2nd Most Recent NOI (As of)(1): NAV
Original Term: 60 months   Most Recent NOI (As of): $1,033,576 (TTM 3/31/2024)
Original Amortization Term: None   UW Economic Occupancy: 94.6%
Amortization Type: Interest Only   UW Revenues: $1,833,429
Call Protection: L(25),D(30),O(5)   UW Expenses: $260,572
Lockbox / Cash Management: Soft / Springing   UW NOI: $1,572,857
Additional Debt: No   UW NCF: $1,550,857
Additional Debt Balance: N/A   Appraised Value / Per Unit: $25,525,000 / $290,057
Additional Debt Type: N/A   Appraisal Date: 3/12/2024
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $190,909
Taxes: $42,127 $10,532 N/A   Maturity Date Loan / Unit: $190,909
Insurance: $5,219 $2,609 N/A   Cut-off Date LTV: 65.8%
Replacement Reserve: $0 $1,833 N/A   Maturity Date LTV: 65.8%
Tax Abatement Reserve(2): $108,618 $0 N/A   UW NCF DSCR: 1.24x
          UW NOI Debt Yield: 9.4%
             
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $16,800,000 100.0 %   Loan Payoff $13,412,950 79.8 %
        Return of Equity 2,153,788 12.8  
        Closing Costs(3) 1,077,298 6.4  
        Reserves 155,963 0.9  
Total Sources $16,800,000 100.0 %   Total Uses $16,800,000 100.0 %
(1)Historical cash flows are unavailable as the Philadelphia Multifamily Portfolio Properties (as defined below) were constructed in 2023.
(2)The tax abatements for two of the Philadelphia Multifamily Portfolio Properties are pending approval or commencement. As such, a tax abatement reserve was established at origination in the amount of $108,618 representing the difference between the abated and unabated taxes. Real estate taxes were underwritten based on the 10-year average of the abated taxes presented in the appraisals.
(3)Closing Costs include a $168,000 origination fee.

The Loan. The Philadelphia Multifamily Portfolio mortgage loan (the “Philadelphia Multifamily Portfolio Mortgage Loan”) is secured by the borrowers’ fee interest in four low-rise multifamily properties located in Philadelphia, Pennsylvania (collectively, the “Philadelphia Multifamily Portfolio Properties”). The Philadelphia Multifamily Portfolio Mortgage Loan accrues interest at a fixed rate of 7.32000% per annum. The Philadelphia Multifamily Portfolio Mortgage Loan has a five-year term that is interest only for the entire term, accrues interest on an Actual/360 basis and is scheduled to mature on June 6, 2029.

The Properties. The Philadelphia Multifamily Portfolio Properties are comprised of a 32-unit multifamily property (the “2105 Germantown Avenue Property”), a 25-unit multifamily property (the “719, 723-727 North 35th Street Property”), an 18-

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 15 – Philadelphia Multifamily Portfolio

unit multifamily property (the “2101-2111 North Fairhill Street Property”) and a 13-unit multifamily property (the “2215 North 7th Street Property”), all located in Philadelphia, Pennsylvania. The Philadelphia Multifamily Portfolio Properties were each built in 2023 and were 95.5% occupied, in the aggregate, as of April 17, 2024. Unit amenities at each of the Philadelphia Multifamily Portfolio Properties include in-unit laundry, garbage disposals, dishwashers, stone cabinets and a shared roof deck.

2105 Germantown Avenue Property. The 2105 Germantown Property is a 32-unit, with 29 multifamily and three ground floor artist studio units, low-rise multifamily property that consists of one, four-story apartment building. The 2105 Germantown Avenue Property features 13 one-bedroom and 16 two-bedroom layouts. The 2105 Germantown Avenue Property offers six garage parking spaces.

719, 723-727 North 35th Street Property. The 719, 723-727 North 35th Street Property is a 25-unit low-rise multifamily property that consists of two, three- and four-story apartment buildings. The 719, 723-727 North 35th Street Property features one studio, 16 one-bedroom and eight two-bedroom layouts 

2101-2111 North Fairhill Street Property. The 2101-2111 North Fairhill Street Property is an 18-unit low-rise multifamily property that consists of six, three-story apartment buildings. The 2101-2111 North Fairhill Street Property features 12 two-bedroom and six four-bedroom layouts.

2215 North 7th Street Property. The 2215 North 7th Street Property is a 13-unit, with 12 multifamily and one ground floor commercial unit, low-rise multifamily property that consists of one, four-story apartment building. The 2215 North 7th Street Property features five two-bedroom, six three-bedroom and one four-bedroom layouts.

The following table presents information related to the Philadelphia Multifamily Portfolio Properties:

Portfolio Summary
Property Name Year Built / Renovated(1) Number of Units(2) Occ. %(2) Allocated
Cut-off Date Whole Loan Amount (“ALA”)
Appraised Value Average In-Place Monthly Rental Rate Per Unit(2) Market Rate per Unit(1)
2105 Germantown Avenue 2023 / NAP 32(3) 93.8%       $5,440,000 $8,050,000 $1,650 $1,520-$1,775
719, 723-727 North 35th Street 2023 / NAP 25 96.0%       $4,330,000 $6,750,000 $1,638 $1,350-$1,790
2101-2111 North Fairhill Street 2023 / NAP 18 100.0%       $3,980,000 $6,000,000 $2,042 $1,850-$2,435
2215 North 7th Street 2023 / NAP 13(4) 92.3%       $3,050,000 $4,725,000 $1,996 $1,050-$2,750
Total/Wtd. Avg.   88 95.5%     $16,800,000 $25,525,000    
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated April 17, 2024.
(3)Includes 29 multifamily units and 3 ground floor artist studio units.
(4)Includes 12 multifamily units and one ground floor commercial unit.

The following table presents certain information relating to the current occupancy of the Philadelphia Multifamily Portfolio Properties:

Current Occupancy(1)
Property Name 2023(2) Current(3)
2105 Germantown Avenue 62.5% 93.8%
719, 723-727 North 35th Street 76.0% 96.0%
2101-2111 North Fairhill Street 94.4% 100.0%
2215 North 7th Street 46.2% 92.3%
Total/Wtd. Avg. 70.5% 95.5%
(1)Historical occupancies prior to 2023 are unavailable as the Philadelphia Multifamily Portfolio Properties were constructed in 2023.
(2)Historical Occupancy is as of December 31 of the respective year.
(3)Current Occupancy is as of April 17, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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No. 15 – Philadelphia Multifamily Portfolio

Environmental. According to the Phase I environmental assessments dated March 22, 2024, there was no evidence of any recognized environmental conditions at the Philadelphia Multifamily Portfolio Properties.

The following table presents certain information relating to the underwritten cash flows of the Philadelphia Multifamily Portfolio Properties:

Operating History and Underwritten Net Cash Flow(1)
  TTM(2) Underwritten  Per Unit     %(3)
Gross Potential Rent $1,135,972 $1,847,500 $20,994 95.6 %
Other Income(4) 79,902 84,980 966 4.4  
Net Rental Income $1,215,874 $1,932,480 $21,960 100.0 %
(Vacancy/Credit Loss) 0 (99,051) (1,126) (5.1 )
Effective Gross Income $1,215,874 $1,833,429 $20,834 94.9 %
         
Total Expenses 182,298 260,572 2,961 14.2  
         
Net Operating Income $1,033,576 $1,572,857 $17,873 85.8 %
         
Total Capex/Commissions 66,800 22,000 250 1.2  
         
Net Cash Flow $966,776 $1,550,857 $17,623 84.6 %
(1)Historical cash flows prior to the TTM are unavailable  as the Philadelphia Multifamily Portfolio Properties were constructed in 2023.
(2)TTM represents the trailing-eight months annualized for the 2105 Germantown Property, the trailing-six months annualized for the 719, 723-727 North 35th Street Property and the 2215 North 7th Street Property and the trailing-12 months for the 2101-2111 North Fairhill Street Property.
(3)% column represents percent of Net Rental Income for all revenue line items and percent of Effective Gross Income for all other items.
(4)Other Income consists of parking income, utility reimbursement and miscellaneous fees.

The Markets. The Philadelphia Multifamily Portfolio Properties are located in Philadelphia, Pennsylvania in the Philadelphia Apartment market. As of the fourth quarter of 2023, the Philadelphia Apartment market had an inventory of 357,480 units with an occupancy rate of 93.1%. The average monthly asking rent was $1,695 per unit.


The 2105 Germantown Avenue Property, 2101-2111 North Fairhill Street Property and the 2215 North 7th Street Property are located in the Norris Square neighborhood of Philadelphia, approximately three miles north of Center City. The 2023 population within a 0.25-, 0.5- and one-mile radius of the 2105 Germantown Avenue Property was 3,259, 12,434 and 71,459, respectively, and the median household income within the same radii was $26,921, $26,746 and $39,164, respectively. The 2023 population within a 0.25-, 0.5- and one-mile radius of the 2101-2111 North Fairhill Street Property was 3,085, 12,627 and 70,873, respectively, and the median household income within the same radii was $27,893, $27,330 and $41,107, respectively. The 2023 population within a 0.25-, 0.5- and one-mile radius of the 2215 North 7th Street Property was 2,934, 13,226 and 71,786, respectively, and the median household income within the same radii was $26,122, $22,161 and $31,962, respectively.

The 719, 723-727 North 35th Street Property is located in the University City neighborhood of Philadelphia, approximately three miles west of Center City. The neighborhood is home to the University of Pennsylvania, Drexel University and the University of the Sciences in Philadelphia. The 2023 population within a 0.25-, 0.5- and one-mile radius of the 719, 723-727 North 35th Street Property was 2,435, 10,122 and 53,797, respectively, and the median household income within the same radii was $28,585, $32,822 and $47,464, respectively.

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

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No. 15 – Philadelphia Multifamily Portfolio

The following table presents certain information relating to comparable multifamily rental properties to the 2105 Germantown Avenue Property, 2101-2111 North Fairhill Street Property, and 2215 North 7th Street Property:

Comparable Rental Summary(1)
Property / Location Year Built Occupancy # of Units Average SF per Unit Average Monthly Rent Per Unit Unit Rent PSF

2105 Germantown Avenue(2)

Philadelphia, PA

2023 93.8% 32 718 $1,650 $2.30

2101-2111 North Fairhill Street(2)

Philadelphia, PA

2023 100.0% 18 1,150 $2,042 $1.78

2215 North 7th Street(2)

Philadelphia, PA

2023 92.3% 13 1,250 $1,996 $1.60

The Aegis

2119 North Front Street

Philadelphia, PA

2021 100.0% 15 600 $1,445 $2.41

Fishtown Flats

1415 Germantown Avenue

Philadelphia, PA

2020 98.0% 50 825 $1,716 $2.08

The Retro

1836-1844 East York Street

Philadelphia, PA

2021 92.0% 21 1,000 $2,073 $1.92

Avenue V

1649 North 5th Street

Philadelphia, PA

2021 100.0% 82 938 $1,785 $1.90

The Bromley Loom House in Philadelphia

2370 Jasper Street

Philadelphia, PA

2023 92.0% 63 1,270 $1,470 $2.08
(1)Source: Appraisal, unless otherwise indicated.
(2)Information obtained from the underwritten rent roll dated April 17, 2024, other than Year Built.

 

The following table presents certain information relating to comparable multifamily rental properties to the 719, 723-727 North 35th Street Property:

Comparable Rental Summary(1)
Property / Location Year Built Occupancy # of Units Average SF per Unit Average Monthly Rent Per Unit Unit Rent PSF

719, 723-727 North 35th Street(2)

Philadelphia, PA

2023 96.0% 25 567 $1,638 $2.89

The Steeple at University City

3801 Spring Garden Street

Philadelphia, PA

1917 96.0% 65 647 $1,616 $2.50

Residences at 3862

3862 Lancaster Avenue

Philadelphia, PA

1930 100.0% 23 560 $1,267 $2.26

3804 Lancaster Avenue

3804 Lancaster Avenue

Philadelphia, PA

2022 93.0% 10 820 $2,250 $2.74

12 South 43rd Street

12 South 43rd Street

Philadelphia, PA

2022 93.0% 18 659 $2,082 $3.16

883 Belmont Ave, 947 Belmont Ave, 909 N Belmont Ave, 961 N 45th St, 846 N 44th St

Philadelphia, PA

2022 94.0% 14 1,075 $1,615 $2.41
(1)Source: Appraisal, unless otherwise indicated.
(2)Information obtained from the underwritten rent roll dated April 17, 2024, other than Year Built.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Contacts
Barclays CMBS Capital Markets & Banking
Contact E-mail Phone Number
Daniel Vinson – Managing Director daniel.vinson@barclays.com (212) 528-8224
     
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UBS CMBS Capital Markets and Banking
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Michael Barbieri – Executive Director michael.barbieri@ubs.com (212) 713-1181
     
BMO CMBS Capital Markets and Banking
David Schell – Managing Director david.schell@bmo.com (347) 996-0721
     
Andrew Noonan – Managing Director andrew.noonan@bmo.com (347) 466-3147
     
Ravish Kamath - Director ravish.kamath@bmo.com (347) 668-1507
     
Deutsche Bank CMBS Capital Markets and Banking
Lainie Kaye – Managing Director lainie.kaye@db.com (212) 250-5270
     
Daniel Penn - Director daniel.penn@db.com (212) 250-5149
     
KeyBank CMBS Capital Markets and Banking
Joe DeRoy, Jr. – Senior Vice President joe_a_deroy@keybank.com (913) 317-4230
     
Jeffrey Watzke – Senior Vice President jeffrey_d_watzke@keybank.com (312) 730-2795
     
Kathy Messmer – Vice President kathy_messmer@keybank.com (913) 317-4153
     
Citigroup CMBS Capital Markets and Banking
Raul Orozco – Managing Director raul.d.orozco@citi.com (212) 723-1295
     
Rick Simpson – Managing Director richard.simpson@citi.com (212) 816-5343

 

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