FWP 1 n4255_x6-ts.htm FWP

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-262701-06

 

May 15, 2024

 

BENCHMARK 2024-V7

Commercial Mortgage Trust

 

Free Writing Prospectus

Structural and Collateral Term Sheet

$821,890,000

(Approximate Initial Mortgage Pool Balance)

$695,316,000

(Approximate Offered Certificates)

 

Citigroup Commercial Mortgage Securities Inc.

Depositor

Commercial Mortgage Pass-Through Certificates,
Series 2024-V7

Citi Real Estate Funding Inc.

German American Capital Corporation

Goldman Sachs Mortgage Company

Bank of Montreal

Barclays Capital Real Estate Inc.

As Sponsors and Mortgage Loan Sellers

Citigroup Goldman
Sachs & Co.
LLC
BMO Capital
Markets
Barclays Deutsche
Bank
Securities

 Co-Lead Managers and Joint Bookrunners

Drexel Hamilton Siebert Williams Shank

 Co-Managers

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800- 831-9146.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and that these materials may not be updated or (3) these materials possibly being confidential, are, in each case, not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

 

 

 

The securities offered by this structural and collateral term sheet (this “Term Sheet”) are described in greater detail in the preliminary prospectus, dated on or about May 15, 2024, included as part of our registration statement (SEC File No. 333-262701) (the “Preliminary Prospectus”). The Preliminary Prospectus contains material information that is not contained in this Term Sheet (including, without limitation, a summary of risks associated with an investment in the offered securities under the heading “Summary of Risk Factors” and a detailed discussion of such risks under the heading “Risk Factors”). The Preliminary Prospectus is available upon request from Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC or Siebert Williams Shank & Co., LLC. This Term Sheet is subject to change.

For information regarding certain risks associated with an investment in this transaction, refer to “Summary of Risk Factors” and “Risk Factors” in the Preliminary Prospectus. Capitalized terms used but not otherwise defined in this Term Sheet have the respective meanings assigned to those terms in the Preliminary Prospectus.

The Securities May Not Be a Suitable Investment for You

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

The securities offered by these materials are being offered when, as and if issued. This Term Sheet 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 information contained in this Term Sheet may not pertain to any securities that will actually be sold. The information contained in this Term Sheet may be based on assumptions regarding market conditions and other matters as reflected in this Term Sheet. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this Term Sheet should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this Term Sheet may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in this Term Sheet or derivatives thereof (including options). Information contained in this Term Sheet is current as of the date appearing on this Term Sheet only. Information in this Term Sheet regarding the securities and the mortgage loans backing any securities discussed in this Term Sheet supersedes all prior information regarding such securities and mortgage loans. None of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC or Siebert Williams Shank & Co., LLC provides accounting, tax or legal advice.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 2 

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—General Risk Factors—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity and Other Aspects of the Offered Certificates” in the Preliminary Prospectus). See also “Legal Investment” in the Preliminary Prospectus.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 3 

CERTIFICATE SUMMARY
OFFERED CERTIFICATES

Offered Classes

Expected Ratings
(S&P / Fitch / KBRA)(1)

Approximate Initial Certificate Balance or Notional Amount(2)

Approximate Initial Credit Support(3)

Initial Pass-Through
Rate(4)

Pass-Through Rate Description

Expected Wtd. Avg. Life (Yrs)(5)

Expected Principal Window(5)

Class A-1 AAA(sf)/AAAsf/AAA(sf) $1,650,000  30.000% % (6) 3.30 06/25 – 01/29
Class A-2 AAA(sf)/AAAsf/AAA(sf) (7) 30.000% % (6) (7) (7)
Class A-3 AAA(sf)/AAAsf/AAA(sf) (7) 30.000% % (6) (7) (7)
Class X-A AAA(sf)/AAAsf/AAA(sf) $568,434,000 (8) N/A % Variable IO(9) N/A N/A
Class A-S NR/AAAsf /AAA(sf) $86,280,000  19.375% % (6) 4.96 05/29 – 05/29
Class B NR/AA-sf /AA(sf) $40,602,000  14.375% % (6) 4.96 05/29 – 05/29
               
NON-OFFERED CERTIFICATES(10)

Non-Offered Classes

Expected Ratings
(S&P / Fitch / KBRA)(1)

Approximate Initial Certificate Balance or Notional Amount(2)

Approximate Initial Credit Support(3)

Initial Pass-Through
Rate(4)

Pass-Through Rate Description

Expected Wtd. Avg. Life (Yrs)(5)

Expected Principal Window(5)

Class X-B NR/AA-sf/AAA(sf) $126,882,000 (8) N/A % Variable IO(9) N/A N/A
Class X-D NR/BBB-sf/BBB(sf) $26,392,000 (8) N/A % Variable IO(9) N/A N/A
Class C NR/A-sf/A-(sf) $29,437,000   10.750% % (6) 4.96 05/29 – 05/29
Class D(11) NR/BBBsf/BBB+(sf) $18,271,000   8.500% % (6) 4.96 05/29 – 05/29
Class E(11) NR/BBB-sf/BBB(sf) $8,121,000   7.500% % (6) 4.96 05/29 – 05/29
Class F-RR(11) NR/BBsf/BBB-(sf) $8,120,000   6.500% % (6) 4.96 05/29 – 05/29
Class G-RR(11) NR/BB-sf/BB(sf) $10,151,000   5.250% % (6) 4.98 05/29 – 06/29
Class J-RR(11) NR/B-sf/B+(sf) $11,166,000   3.875% % (6) 5.04 06/29 – 06/29
Class K-RR(11) NR/NR/NR $31,467,000   0.000% % (6) 5.04 06/29 – 06/29
Class R(12) N/A N/A   N/A N/A N/A N/A N/A
Non-Offered Vertical Risk Retention Interest(13)              
Total VRR Interest NR/NR/NR $9,841,000(14) (15) (16) (16) 4.90 06/25 – 06/29

 

(1)It is a condition of issuance that the offered certificates and certain classes of non-offered certificates receive the ratings set forth above. The anticipated ratings shown are those of S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, LLC (“KBRA”). Subject to the discussion under “Ratings” in the Preliminary Prospectus, the ratings on the certificates address the likelihood of the timely receipt by holders of all payments of interest to which they are entitled on each distribution date and, except in the case of the interest-only certificates, the ultimate receipt by holders of all payments of principal to which they are entitled on or before the applicable rated final distribution date. Certain nationally recognized statistical rating organizations, as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in the Preliminary Prospectus. S&P, Fitch and KBRA have informed us that the “sf” designation in the ratings represents an identifier of structured finance product ratings. For additional information about this identifier, prospective investors can go to the related rating agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on those websites. Credit ratings referenced throughout this Term Sheet are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment.
(2)Approximate, subject to a variance of plus or minus 5% and further subject to any additional variances described in the footnotes below. In addition, the notional amounts of the Class X-A, Class X-B and Class X-D certificates (collectively, the “Class X Certificates”) may vary depending upon the final pricing of the respective classes of Non-Vertically Retained Principal Balance Certificates (as defined in footnote (6) below) whose certificate balances comprise such notional amounts, and, if as a result of such pricing (a) the pass-through rate of any class of Class X Certificates would be equal to zero at all times, such class of Class X Certificates will not be issued on the closing date of this securitization (the “Closing Date”) or (b) the pass-through rate of any class of Non-Vertically Retained Principal Balance Certificates whose certificate balance comprises such notional amount is at all times equal to the weighted average of the net interest 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) as in effect from time to time (the “WAC Rate”), the certificate balance of such class of Non-Vertically Retained Principal Balance Certificates may not be part of, and there may be a corresponding reduction in, such notional amount of the related class of Class X Certificates.
(3)Approximate Initial Credit Support” means, with respect to any class of Non-Vertically Retained Principal Balance Certificates, the quotient, expressed as a percentage, of (i) the aggregate of the initial certificate balances of all classes of Non-Vertically Retained Principal Balance Certificates, if any, junior to such class of Non-Vertically Retained Principal Balance Certificates, divided by (ii) the aggregate of the initial certificate balances of all classes of Non-Vertically Retained Principal Balance Certificates. The approximate initial credit support percentages set forth for the Class A-1, Class A-2 and Class A-3 certificates are represented in the aggregate. The approximate initial credit support percentages shown in the table above with respect to the Non-Vertically Retained Principal Balance Certificates do not take into account the Total VRR Interest (as defined in footnote (13) below).
(4)Approximate per annum rate as of the Closing Date.
(5)Determined assuming no prepayments prior to the maturity date or any anticipated repayment date, as applicable, for any mortgage loan and based on the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in the Preliminary Prospectus.
(6)For any distribution date, the pass-through rate for each class of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates (collectively, the “Non-Vertically Retained Principal Balance Certificates”, and collectively with the Class X and Class R certificates, the “Non-Vertically Retained Certificates”, and the Non-Vertically Retained Certificates, collectively with the Class VRR certificates, the “Certificates”) will generally be equal to one of (i) a fixed per annum rate, (ii) the WAC Rate, (iii) a rate equal to the lesser of a specified per annum rate and the WAC Rate, or (iv) the WAC Rate less a specified percentage, but no less than 0.000%. The Non-Vertically Retained Certificates, other than the Class R certificates, are collectively referred to in this term sheet as the “Non-Vertically Retained Regular Certificates”. See “Description of the Certificates—Distributions—Pass-Through Rates” in the Preliminary Prospectus.
(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, weighted average lives and principal windows of the Class A-2 and Class A-3 certificates are expected to be within the applicable ranges
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 4 

CERTIFICATE SUMMARY (continued)

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 $566,784,000, subject to a variance of plus or minus 5%.

Class of Certificates

Expected Range of Initial
Certificate Balances

Expected Range of Weighted Avg. Lives
(Yrs)

Expected Range of Principal Windows

Class A-2 $0 – $250,000,000 N/A – 4.83 N/A / 01/29 – 04/29
Class A-3 $316,784,000 – $566,784,000 4.91 – 4.87 04/29 – 05/29 / 01/29 – 05/29

 

(8)The Class X Certificates will not have certificate balances and will not be entitled to receive distributions of principal. Interest will accrue on each class of Class X Certificates at the related pass through rate based upon the related notional amount. The notional amount of each class of the Class X Certificates will be equal to the certificate balance or the aggregate of the certificate balances, as applicable, from time to time of the class or classes of the Non-Vertically Retained Principal Balance Certificates identified in the same row as such class of Class X Certificates in the chart below (as to such class of Class X Certificates, the “Corresponding Principal Balance Certificates”):

Class of Class X Certificates

Class(es) of Corresponding
Principal Balance Certificates

Class X-A Class A-1, Class A-2 and Class A-3
Class X-B Class A-S and Class B
Class X-D Class D and Class E

 

(9)The pass-through rate for each class of Class X Certificates will generally be a per annum rate equal to the excess, if any, of (i) the WAC Rate over (ii) the pass-through rate (or, if applicable, the weighted average of the pass-through rates) of the class or classes of Corresponding Principal Balance Certificates as in effect from time to time, as described in the Preliminary Prospectus. See “Description of the Certificates—Distributions—Pass-Through Rates” in the Preliminary Prospectus.
(10)The classes of Certificates set forth below “Non-Offered Certificates” and “Non-Offered Vertical Risk Retention Interest” in the table are not offered by this Term Sheet.
(11)In partial satisfaction of the risk retention obligations of Citi Real Estate Funding Inc. (as “retaining sponsor” with respect to this securitization transaction), KKR CMBS IIII Aggregator Category 2 L.P. is expected to acquire and retain, in accordance with the credit risk retention rules applicable to this securitization transaction, all of the Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates (collectively, the “HRR Certificates”), which will collectively constitute an “eligible horizontal residual interest” with an aggregate fair value expected to represent at least 3.81% of the fair value, as of the closing date for this transaction, of all of the “ABS interests” (i.e., all of the Certificates (other than the Class R certificates)) issued by the issuing entity. The certificate balances of the Class D, Class E and Class F-RR certificates may be reallocated between those classes based on the determination of the respective aggregate fair values, as of the closing date for this transaction, of (i) all of the HRR Certificates and (ii) all of the Certificates (other than the Class R certificates), in order to satisfy the foregoing. “Retaining sponsor,” “ABS interests” and “eligible horizontal residual interest” have the meanings given to such terms in Regulation RR. See “Credit Risk Retention” in the Preliminary Prospectus.
(12)The Class R certificates will not have a certificate balance, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interests in each of two separate REMICs, as further described in the Preliminary Prospectus. The Class R certificates will not be entitled to distributions of principal or interest.
(13)In satisfaction of Citi Real Estate Funding Inc.’s remaining risk retention obligations as retaining sponsor for this securitization transaction, Citi Real Estate Funding Inc. is expected to acquire (or cause a majority-owned affiliate to acquire) from the depositor, on the closing date for this transaction, an “eligible vertical interest” in the form of a “single vertical security” with an initial principal balance of approximately $9,841,000 (the “Total VRR Interest”), which is expected to represent approximately 1.20% of the aggregate principal balance of all the “ABS interests” (i.e., the sum of the aggregate initial certificate balance of all of the certificates (other than the Class R certificates)) issued by the issuing entity on the closing date for this transaction, subject to any variance in the initial principal balance of the Total VRR Interest following calculation of the actual fair value of the HRR certificates and all of the other classes of certificates (other than the Class R certificates), as described under “Credit Risk Retention”.  The Total VRR Interest will consist of all the Class VRR certificates.  The Total VRR Interest will be retained by Citi Real Estate Funding Inc. or its majority-owned affiliate in accordance with the credit risk retention rules applicable to this securitization transaction.  “Eligible vertical interest”, “single vertical security” and “majority-owned affiliate” will have the meanings given to such terms in Regulation RR.  See “Credit Risk Retention” in the Preliminary Prospectus.  The Total VRR Interest is not offered hereby.
(14)Constitutes the Total VRR Interest Balance, which consists of the certificate balance of the Class VRR certificates.
(15)Although the approximate initial credit support percentages shown in the table above with respect to the Non-Vertically Retained Principal Balance Certificates do not take into account the Total VRR Interest, losses incurred on the mortgage loans will be allocated between the Total VRR Interest, on the one hand, and the Non-Vertically Retained Principal Balance Certificates, on the other hand, pro rata in accordance with the principal balance of the Total VRR Interest (the “Total VRR Interest Balance”) and the aggregate outstanding certificate balance of the Non-Vertically Retained Principal Balance Certificates, respectively. See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus. The Class VRR certificates and the Non-Vertically Retained Principal Balance Certificates are collectively referred to in this Term Sheet as the “Principal Balance Certificates”.
(16)Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective interest rate for the Total VRR Interest will be the WAC Rate.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 5 

MORTGAGE POOL CHARACTERISTICS
Mortgage Pool Characteristics(1)  
Initial Pool Balance(2) $821,890,000
Number of Mortgage Loans 27
Number of Mortgaged Properties 80
Average Cut-off Date Balance $30,440,370
Weighted Average Mortgage Rate 6.86829%
Weighted Average Remaining Term to Maturity/ARD (months)(3) 59
Weighted Average Remaining Amortization Term (months)(4) 360
Weighted Average Cut-off Date LTV Ratio(5) 56.8%
Weighted Average Maturity Date/ARD LTV Ratio(3)(5) 56.6%
Weighted Average UW NCF DSCR(6) 1.68x
Weighted Average Debt Yield on Underwritten NOI(7) 12.2%
% of Initial Pool Balance of Mortgage Loans that are Interest Only then Amortizing Balloon 9.0%
% of Initial Pool Balance of Mortgage Loans that are Interest Only 91.0%
% of Initial Pool Balance of Mortgaged Properties with Single Tenants 14.1%

 

(1)The Cut-off Date LTV Ratio, Maturity Date/ARD LTV Ratio, UW NCF DSCR, Debt Yield on Underwritten NOI and Cut-off Date Balance Per SF / Unit / Room information for each mortgage loan is presented in this Term Sheet (i) if such mortgage loan is part of a whole loan (as defined under “Collateral Overview—Whole Loan Summary” below), based on both that mortgage loan and any related pari passu companion loan(s) but, unless otherwise specifically indicated, without regard to any related subordinate companion loan(s), and (ii) unless otherwise specifically indicated, without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future.
(2)Subject to a permitted variance of plus or minus 5%.
(3)Unless otherwise indicated, mortgage loans with anticipated repayment dates are presented as if they were to mature on the anticipated repayment date. However, no such mortgage loans will be included in the Benchmark 2024-V7 Mortgage Trust. With respect to one mortgage loan representing approximately 5.5% of the initial pool balance, the initial due date for such mortgage loan occurs after June 2024. On the Closing Date, the related mortgage loan seller will contribute an initial interest deposit amount to the issuing entity to cover an amount that represents one month’s interest that would have accrued with respect to such mortgage loan at the related interest rate with respect to the assumed June 2024 payment date, and for such reason the mortgage loan is being treated as having an initial due date in June 2024.
(4)Excludes mortgage loans that are interest-only for the entire term.
(5)The Cut-off Date LTV Ratios and Maturity Date/ARD LTV Ratios presented in this Term Sheet are generally based on the “as-is” appraised values of the related mortgaged properties (as set forth on Annex A to the Preliminary Prospectus), provided that such LTV ratios may be calculated based on (i) “as-stabilized” or similar values other than “as-is” in certain cases where the completion of certain hypothetical conditions or other events at the property are assumed and/or where reserves have been established at origination to satisfy the applicable condition or event that is expected to occur, or (ii) the Cut-off Date Balance or Balloon Balance, as applicable, net of a related earnout or holdback reserve, or (iii) the “as-is” appraised value for a portfolio of mortgaged properties that includes a premium relating to the valuation of the portfolio of mortgaged properties as a whole rather than as the sum of individually valued mortgaged properties, in each case as further described in the definitions of “Appraised Value”, “Cut-off Date LTV Ratio” and “Maturity Date/ARD LTV Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus.
(6)The UW NCF DSCR for each mortgage loan is generally calculated by dividing the Underwritten NCF for the related mortgaged property or mortgaged properties by the annual debt service for such mortgage loan, as adjusted in the case of mortgage loans with a partial interest only period by using the first 12 amortizing payments due instead of the actual interest only payment due provided, that with respect to any mortgage loan structured with an economic holdback reserve, the UW NCF DSCR for such mortgage loan may be calculated based on the annual debt service that would be in effect for such mortgage loan assuming that the related cut-off date balance(s) are net of the related economic holdback reserve.
(7)The Debt Yield on Underwritten NOI for each mortgage loan is generally calculated as the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of such mortgage loan, and the Debt Yield on Underwritten NCF for each mortgage loan is generally calculated as the related mortgage property’s Underwritten NCF divided by the Cut-off Date Balance of such mortgage loan, provided, that with respect to any mortgage loan structured with an economic holdback reserve, each of the Debt Yield on Underwritten NOI and the Debt Yield on Underwritten NCF for such mortgage loan may be calculated based on the Cut-off Date Balance that would be in effect for such mortgage loan assuming that the related cut-off date balance(s) are net of the related economic holdback reserve.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 6 

KEY FEATURES OF THE CERTIFICATES
Co-Lead Managers and Joint Bookrunners: Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
BMO Capital Markets Corp.
Barclays Capital Inc.
Co-Managers:

Drexel Hamilton, LLC

Siebert Williams Shank & Co., LLC

Depositor: Citigroup Commercial Mortgage Securities Inc.
Initial Pool Balance: $821,890,000
Master Servicer: Midland Loan Services, a Division of PNC Bank, National Association
Special Servicer: K-Star Asset Management LLC
Certificate Administrator: Computershare Trust Company, National Association
Trustee: Computershare Trust Company, National Association
Operating Advisor: Park Bridge Lender Services LLC
Asset Representations Reviewer: Park Bridge Lender Services LLC
Risk Retention Consultation Party Citi Real Estate Funding Inc.
Credit Risk Retention: For a discussion on the manner in which the U.S. credit risk retention requirements are being satisfied by Citi Real Estate Funding Inc., as retaining sponsor for this securitization transaction, see “Credit Risk Retention” in the Preliminary Prospectus. Note that this securitization transaction is not structured to satisfy European or United Kingdom risk retention and due diligence requirements.
Closing Date: On or about May 30, 2024
Cut-off Date: With respect to each mortgage loan, the due date in May 2024 for that mortgage loan (or, in the case of any mortgage loan that has its first due date subsequent to May 2024, the date that would have been its due date in May 2024 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month)
Determination Date: The 11th day of each month or next business day, commencing in June 2024
Distribution Date: The 4th business day after the Determination Date, commencing in June 2024
Interest Accrual: Preceding calendar month
ERISA Eligible: The offered certificates are expected to be ERISA eligible, subject to the exemption conditions described in the Preliminary Prospectus
SMMEA Eligible: No
Payment Structure: Sequential Pay
Day Count: 30/360
Tax Structure: REMIC
Rated Final Distribution Date: May 2056
Cleanup Call: 1.0%
Minimum Denominations: $10,000 minimum for the offered certificates (other than the Class X-A certificates); $1,000,000 minimum for the Class X-A certificates; and integral multiples of $1 thereafter for all the offered certificates

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 7 

KEY FEATURES OF THE CERTIFICATES (continued)
Delivery: Book-entry through DTC
Bond Information: Cash flows are expected to be modeled by TREPP, INTEX, BLOOMBERG and Moody’s Analytics
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 8 

TRANSACTION HIGHLIGHTS
$695,316,000 (Approximate) New-Issue Multi-Borrower CMBS:
Overview: The mortgage pool consists of 27 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $821,890,000 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $30,440,370 and are secured by 80 mortgaged properties located throughout 19 states and Washington, D.C..
LTV: 56.8% weighted average Cut-off Date LTV Ratio
DSCR: 1.68x weighted average Underwritten NCF Debt Service Coverage Ratio
Debt Yield: 12.2% weighted average Debt Yield on Underwritten NOI
Credit Support: 30.000% credit support to Class A-1 / A-2 / A-3
Loan Structural Features:
Amortization: 9.0% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity
Hard Lockboxes: 53.5% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place
Cash Traps: 100.0% of the mortgage loans by Initial Pool Balance have cash traps triggered by certain declines in cash flow, all at levels equal to or greater than (i) a 1.10x coverage or (ii) a 8.0% debt yield, that fund an excess cash flow reserve
Reserves: The mortgage loans require amounts to be escrowed for reserves as follows:
-Real Estate Taxes: 23 mortgage loans representing 86.7% of the Initial Pool Balance
-Insurance: 14 mortgage loans representing 41.6% of the Initial Pool Balance
-Replacement Reserves (Including FF&E Reserves): 23 mortgage loans representing 84.5% of the Initial Pool Balance
-Tenant Improvements / Leasing Commissions: 7 mortgage loans representing 42.0% of the Initial Pool Balance that is secured by office, industrial, retail and mixed use properties
Predominantly Defeasance Mortgage Loans: 80.5% of the mortgage loans by Initial Pool Balance permit defeasance only after an initial lockout period
nMultiple-Asset Types > 5.0% of the Initial Pool Balance:
Office: 26.2% of the mortgaged properties by allocated Initial Pool Balance are office properties
Industrial: 17.3% of the mortgaged properties by allocated Initial Pool Balance are industrial properties
Self Storage: 14.4% of the mortgaged properties by allocated Initial Pool Balance are self storage properties
Multifamily: 13.5% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties
Mixed Use: 12.9% of the mortgaged properties by allocated Initial Pool Balance are mixed use properties
Hospitality: 10.4% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties
Retail: 5.4% of the mortgaged properties by allocated Initial Pool Balance are retail properties

Geographic Diversity: The 80 mortgaged properties are located throughout 20 states and Washington, D.C., with only New York (32.6%), California (12.7%) and Virginia (11.7%) having greater than 10.0% of the allocated Initial Pool Balance.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 9 

COLLATERAL OVERVIEW

Mortgage Loans by Loan Seller

Mortgage Loan Seller

Mortgage Loans

Mortgaged Properties

Aggregate
Cut-off Date Balance

% of Initial Pool Balance

Roll-up Aggregate
Cut-off Date Balance(1)

Roll-up

% of Initial Pool Balance(1)

Citi Real Estate Funding Inc. (“CREFI”) 15 39 $461,890,000 56.2 % $461,890,000 56.2 %
Goldman Sachs Mortgage Company (“GSMC”) 4 8 126,000,000 15.3   126,000,000 15.3  
German American Capital Corporation (“GACC”) 2 7 84,000,000 10.2   84,000,000 10.2  
Bank of Montreal (“BMO”) 4 5 68,000,000 8.3   79,000,000 9.6  
Barclays Commercial Real Estate Inc. (“Barclays”) 1 1 42,000,000 5.1   71,000,000 8.6  
Barclays Commercial Real Estate Inc. / Bank of Montreal(2)

1

20

40,000,000

4.9

 

 

 

Total 27 80 $821,890,000 100.0 % 821,890,000 100.0 %

 

(1)For any mortgage loan seller, the Roll-up Aggregate Cut-off Date Balance and the Roll-up % of Initial Pool Balance reflect all mortgage loans and portions of co-sponsored mortgage loans (i.e., for each of BMO and Barclays, its respective portion of the GNL Industrial Portfolio mortgage loan) that are being contributed to the Benchmark 2024-V7 securitization transaction.
(2)The GNL Industrial Portfolio mortgage loan (4.9%) is part of a whole loan as to which separate notes are being sold by Barclays and BMO. The GNL Industrial Portfolio whole loan was co-originated by Barclays Capital Real Estate Inc., Bank of Montreal, Societe Generale Financial Corporation and KeyBank National Association. The GNL Industrial Portfolio mortgage loan is evidenced by three promissory notes: (i) note A-3, with a Cut-off Date Balance of $11,000,000 as to which Barclays is acting as mortgage loan seller; and (ii) note A-6 and note A-7, with an aggregate Cut-off Date Balance of $29,000,000 as to which BMO is acting as mortgage loan seller.

Ten Largest Mortgage Loans(1)(2)

#

Mortgage Loan Name

Cut-off Date Balance

% of Initial Pool Balance

Property Type

Property Size SF/Units/Rooms

Cut-off Date Balance Per SF/Unit/Room

UW NCF DSCR

UW NOI Debt Yield

Cut-off Date LTV Ratio(3)

1 28-40 West 23rd Street $80,000,000 9.7 % Mixed Use 578,105 $268 2.39x 15.4% 36.9%
2 1812 North Moore 70,000,000 8.5   Office 543,697 $318 1.55x 13.9% 54.9%
3 Sunroad Centrum 70,000,000 8.5   Office 274,758 $300 1.37x 11.3% 67.6%
4 Prime Storage - Hudson Valley Portfolio 57,500,000 7.0   Self Storage 826,261 $166 1.40x 8.9% 62.6%
5 Hilton Dual Brand Las Vegas 46,000,000 5.6   Hospitality 250 $184,000 1.63x 14.4% 62.9%
6 1040 40th Street SE 45,450,000 5.5   Industrial 950,000 $48 1.26x 9.5% 65.0%
7 Blue Owl Tenneco Portfolio (Pool A) 43,000,000 5.2   Industrial 1,256,904 $34 2.58x 16.7% 43.2%
8 1099 New York Avenue 42,000,000 5.1   Office 179,585 $317 1.85x 13.8% 59.4%
9 26-30 4th Street 41,000,000 5.0   Multifamily 99 $414,141 1.21x 8.2% 63.7%
10 GNL Industrial Portfolio

40,000,000

4.9

 

Various 3,908,306 $61

2.12x

12.6%

53.8%

  Top 10 Total / Wtd. Avg. $534,950,000 65.1 %       1.74x 12.6% 56.2%
  Remaining Total / Wtd. Avg.

286,940,000

34.9

 

     

1.58x

11.4%

57.7%

  Total / Wtd. Avg. $821,890,000 100.0 %       1.68x 12.2% 56.8%

 

(1)See footnotes to table entitled “Mortgage Pool Characteristics” above.
(2)With respect to each mortgage loan that is part of a whole loan (as identified under “Collateral Overview—Whole Loan Summary” below), the Cut-off Date Balance Per SF/Unit/Room, UW NCF DSCR, UW NOI Debt Yield and Cut-off Date LTV Ratio are calculated based on both that mortgage loan and any related pari passu companion loan(s), but without regard to any related subordinate companion loan(s) or other indebtedness.
(3)With respect to certain of the mortgage loans identified above, the Cut-off Date LTV Ratios have been calculated using “as-stabilized”, “portfolio premium” or similar hypothetical values. Such mortgage loans are identified under the definition of “Appraised Value” set forth under “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 10 

COLLATERAL OVERVIEW (continued)

Whole Loan Summary

Mortgage Loan Name(1)

Mortgage Loan Cut-off Date Balance

Mortgage Loan as Approx. % of Initial Pool Balance

Aggregate Pari Passu Companion Loan Cut-off Date Balance

Aggregate Subordinate Companion Loan Cut-off Date Balance

Whole Loan Cut-off Date Balance

Controlling Pooling/Trust and Servicing Agreement (“Controlling PSA/TSA”)(2)

Master Servicer / Outside Servicer(3)

Special Servicer / Outside Special Servicer(3)

28-40 West 23rd Street $80,000,000 9.7% $75,000,000 NAP $155,000,000 Benchmark 2024-V7 Midland K-Star
1812 North Moore $70,000,000 8.5% $103,000,000 NAP $173,000,000 Benchmark 2024-V7 Midland K-Star
Sunroad Centrum $70,000,000 8.5% $12,460,000 NAP $82,460,000 Benchmark 2024-V7 Midland K-Star
Prime Storage - Hudson Valley Portfolio $57,500,000 7.0% $80,000,000 NAP $137,500,000 Benchmark 2024-V6 Midland LNR
1099 New York Avenue $42,000,000 5.1% $15,000,000 NAP $57,000,000 Benchmark 2024-V7 Midland K-Star
GNL Industrial Portfolio $40,000,000 4.9% $197,000,000 NAP $237,000,000 BMO 2024-5C4 Midland Argentic
Prime Storage - Blue Portfolio $38,000,000 4.6% $20,000,000 NAP $58,000,000 Benchmark 2024-V7 Midland K-Star
Garden State Plaza $30,000,000 3.7% $495,000,000 NAP $525,000,000 NJ 2023-GSP Berkadia Argentic
Columbus Business Park(4) $14,000,000 1.7% $48,000,000 NAP $62,000,000 Benchmark 2024-V7 Midland K-Star
620 W 153rd Street $10,000,000 1.2% $107,000,000 NAP $117,000,000 BMO 2024-5C4 Midland Argentic

 

(1)Each of the mortgage loans included in the issuing entity that is secured by a mortgaged property or portfolio of mortgaged properties identified in the table above, together with the related companion loan(s) (none of which is included in the issuing entity), is referred to in this Term Sheet as a “whole loan”. See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.
(2)Each whole loan will be serviced under the related Controlling PSA and, in the event the Controlling Note is included in the related securitization transaction, the controlling class representative (or an equivalent entity) under such Controlling PSA will generally be entitled to exercise the rights of the controlling note holder for the subject whole loan. See, however, the chart entitled “Whole Loan Controlling Notes and Non-Controlling Notes” below and “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus for information regarding the party that will be entitled to exercise such rights in the event the Controlling Note is held or deemed to be held by a third party or included in a separate securitization transaction.
(3)In the above table, “Midland” refers to Midland Loan Services, a division of PNC Bank, National Association, “K-Star” refers to K-Star Asset Management LLC, “LNR” refers to LNR Partners LLC, “Argentic” refers to Argentic Services Company LP and “Berkadia” refers to Berkadia Commercial Mortgage LLC.
(4)It is expected that the Columbus Business Park mortgage loan (i) will initially be serviced and administered under the Benchmark 2024-V7 pooling and servicing agreement, and (ii) upon the inclusion of the related controlling pari passu companion loan in a future commercial mortgage securitization transaction, will be serviced and administered pursuant to the servicing agreement governing that future commercial mortgage securitization transaction.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 11 

COLLATERAL OVERVIEW (continued)

Whole Loan Controlling Notes and Non-Controlling Notes(1)(2)

Mortgaged Property Name

Servicing of Whole Loan

Note Detail

Controlling Note

Current Holder of
Unsecuritized Note(3)(4)(5)

Current or
Anticipated Holder of Securitized Note(4)

Aggregate Cut-off
Date Balance

28-40 West 23rd Street Serviced Note A-1 Yes Benchmark 2024-V7 $65,000,000
Note A-2 No BMO 2024-5C4 $50,000,000
Note A-3 No CREFI Not identified $25,000,000
Note A-4 No Benchmark 2024-V7 $10,000,000
Note A-5 No Benchmark 2024-V7 $5,000,000
             
1812 North Moore Serviced Note A-1-1 Yes Benchmark 2024-V7 $70,000,000
Note A-1-2 No CREFI Not identified $10,000,000
Note A-2-1 No CREFI Not identified $20,000,000
Note A-2-2 No CREFI Not identified $20,000,000
Note A-2-3 No CREFI Not identified $10,000,000
Note A-3 No BMO 2024-5C4 $30,000,000
Note A-4 No CREFI Not identified $13,000,000
             
Sunroad Centrum Serviced Note A-1 Yes Benchmark 2024-V7 $70,000,000
Note A-2 No GSBI Not identified $12,460,000
 
Prime Storage - Hudson Valley Portfolio Outside Serviced Note A-1 Yes Benchmark 2024-V6 $60,000,000
Note A-2 No Benchmark 2024-V7 $30,000,000
Note A-3 No Benchmark 2024-V7 $27,500,000
Note A-4 No Benchmark 2024-V6 $10,000,000
Note A-5 No Benchmark 2024-V6 $10,000,000
             
1099 New York Avenue Serviced Note A-1 Yes Benchmark 2024-V7 $42,000,000
Note A-2 No AREF2 Not identified $15,000,000
             
GNL Industrial Portfolio

Outside

Serviced

Note A-1 Yes BMO 2024-5C4 $70,000,000
Note A-2 No BMO Not identified $15,000,000
Note A-3 No Benchmark 2024-V7 $11,000,000
Note A-4 No BMO Not identified $8,000,000
Note A-5 No BMO Not identified $2,650,000
Note A-6 No Benchmark 2024-V7 $16,500,000
Note A-7 No Benchmark 2024-V7 $12,500,000
Note A-8 No BCREI Not identified $8,000,000
Note A-9 No BCREI Not identified $6,400,000
Note A-10 No BCREI Not identified $4,000,000
Note A-11 No SGFC Not identified $15,000,000
Note A-12 No SGFC Not identified $10,550,000
Note A-13 No SGFC Not identified $10,000,000
Note A-14 No KeyBank Not identified $20,000,000
Note A-15 No KeyBank Not identified $12,000,000
Note A-16 No KeyBank Not Identified $10,000,000
Note A-17 No KeyBank Not Identified $5,400,000
             
Prime Storage - Blue Portfolio Serviced Note A-1 Yes Benchmark 2024-V7 $38,000,000
Note A-2 No CREFI Not identified $20,000,000
             
Garden State Plaza Outside Serviced A-1-S1 Yes NJ Trust 2023-GSP $170,000,000
A-2-S1 No NJ Trust 2023-GSP $127,500,000
A-3-S1 No NJ Trust 2023-GSP $127,500,000
A-1-C1 No Benchmark 2024-V5 $20,000,000
A-1-C2 No Benchmark 2024-V5 $10,000,000
A-1-C3 No BMO 2023-5C3 $10,000,000
A-2-C1 No Benchmark 2024-V5 $15,000,000
A-2-C2 No BMO 2023-5C3 $15,000,000
A-3-C1 No Benchmark 2024-V7 $15,000,000
A-3-C2 No Benchmark 2024-V7 $15,000,000
             
Columbus Business Park Servicing Shift Note A-1 Yes JPMCB Not identified $24,800,000
Note A-2-A No 3650 REIT Not identified $23,200,000
Note A-2-B No Benchmark 2024-V7 $14,000,000
             
620 W 153rd Street Outside Serviced Note A-1-1 Yes BMO 2023-5C4 $35,000,000
Note A-1-2 No SMC Not identified $15,000,000
Note A-1-3 No Benchmark 2024-V7 $10,000,000
Note A-1-4 No BMO Not identified $10,000,000
Note A-1-5 No BMO 2023-5C4 $5,000,000
Note A-2-1 No BMO 2023-5C4 $30,000,000
Note A-2-2 No AREF2 Not identified $5,000,000
Note A-2-3 No AREF2 Not identified $5,000,000
Note A-2-4 No AREF2 Not identified $2,000,000
             

 

(1)The holder(s) of one or more specified controlling notes (collectively, the “Controlling Note”) will be the “controlling note holder(s)” (collectively, the “Controlling Note Holder”) entitled (directly or through a representative) to (a) approve or, in some cases, direct material servicing decisions involving the related whole loan (while the remaining such holder(s) generally are only entitled to non-binding consultation rights in such regard), and (b) in some cases, replace the applicable special servicer with respect to such whole loan with or without cause. See “Description of the Mortgage Pool—The Whole Loans” and “The Pooling and Servicing Agreement—Directing Holder” and “—Servicing of the Outside Serviced Mortgage Loans” in the Preliminary Prospectus.
(2)The holder(s) of the note(s) other than the Controlling Note (each, a “Non-Controlling Note”) will be the “non-controlling note holder(s)” generally entitled (directly or through a representative) to certain non-binding consultation rights with respect to any decisions as to which the holder of the Controlling Note has consent rights involving the related whole loan,

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 12 

COLLATERAL OVERVIEW (continued)

subject to certain exceptions, including that in certain cases where the related Controlling Note is a B-note, C-note or other subordinate note, such consultation rights will not be afforded to the holder(s) of the Non-Controlling Notes until after a control trigger event has occurred with respect to either such Controlling Note(s) or certain certificates backed thereby, in each case as set forth in the related co-lender agreement. See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.

(3)Unless otherwise specified, with respect to each whole loan, any related unsecuritized Controlling Note and/or Non-Controlling Note may be further split, modified, combined and/or reissued (prior to its inclusion in a securitization transaction) as one or multiple Controlling Notes or Non-Controlling Notes, as the case may be, subject to the terms of the related co-lender agreement (including that the aggregate principal balance, weighted average interest rate and certain other material terms cannot be changed). In connection with the foregoing, any such split, modified, combined or re-issued Controlling Note or Non-Controlling Note, as the case may be, may be transferred to one or multiple parties (not identified in the table above) prior to its inclusion in a future commercial mortgage securitization transaction.
(4)Unless otherwise specified, with respect to each whole loan, each related unsecuritized pari passu companion loan (whether controlling or non-controlling) is expected to be contributed to one or more future commercial mortgage securitization transactions. Under the column “Current or Anticipated Holder of Securitized Note”, (i) the identification of a securitization trust means we have identified an outside securitization (a) that has closed or (b) as to which a preliminary prospectus or final prospectus has been filed with the SEC or (c) as to which a preliminary offering circular or final offering circular has been printed, that, in each such case, has included or is expected to include the subject Controlling Note or Non-Controlling Note, as the case may be, (ii) “Not Identified” means the subject Controlling Note or Non-Controlling Note, as the case may be, has not been securitized and no preliminary prospectus or final prospectus has been filed with the SEC nor has any preliminary offering circular or final offering circular been printed that identifies any future outside securitization that is expected to include the subject Controlling Note or Non-Controlling Note, and (iii) “Not Applicable” means the subject Controlling Note or Non-Controlling Note is not intended to be contributed to a future commercial mortgage securitization transaction. In the case of an outside securitization that has not closed, there is no assurance that such securitization will close. Under the column “Current Holder of Unsecuritized Note”, “—” means the subject Controlling Note or Non-Controlling Note is not an unsecuritized note and is currently held (or is expected to be held) by the securitization trust referenced under the “Current or Anticipated Holder of Securitized Note” column.
(5)Entity names have been abbreviated for presentation.

"3650 REIT” means 3650 Real Estate Investment Trust 2 LLC.

“AREF2” means Argentic Real Estate Finance 2 LLC.

“BCREI” means Barclays Capital Real Estate Inc.

“BMO” means Bank of Montreal.

“CREFI” means Citi Real Estate Funding Inc.

“GSBI” means Goldman Sachs Bank USA.

“JPMCB” means JPMorgan Chase Bank, National Association.

“KeyBank” means KeyBank National Association.

“SGFC” means Societe Generale Financial Corporation.

“SMC” means Starwood Mortgage Capital LLC.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 13 

COLLATERAL OVERVIEW (continued)

Previously Securitized Mortgaged Properties(1)

Mortgaged Property Name

Mortgage Loan Seller

City

State

Property Type

Cut-off Date Balance / Allocated Cut-off Date Balance

% of Initial

Pool Balance

Previous Securitization

28-40 West 23rd Street CREFI New York New York Mixed Use $80,000,000   9.7% CGCMT 2014-GC23
Garden State Plaza BMO Paramus New Jersey Retail $30,000,000   3.7% RBSCF 2013-GSP and WFRBS 2013-C18
Prime Storage - Union City CREFI Union City New Jersey Self Storage $12,906,897   1.6% WFCM 2015-NXS2
620 W 153rd Street BMO New York New York Multifamily $10,000,000   1.2% HIG 2023-FL1
Prime Storage - Jersey City CREFI Jersey City New Jersey Self Storage $8,648,276   1.1% WFCM 2015-NXS2
Prime Storage - Newark CREFI Newark New Jersey Self Storage $8,582,759   1.0% WFCM 2015-NXS2
Crossroads Shopping Center BMO Hinesville Georgia Retail $7,690,000   0.9% COMM 2014-CR18
Jackson Village Shopping Center BMO Nashville Tennessee Retail $6,310,000   0.8% COMM 2014-CR18
Prime Storage - Hoboken CREFI Jersey City New Jersey Self Storage $5,044,828   0.6% WFCM 2015-NXS2
574 Manhattan Avenue CREFI Brooklyn New York Mixed Use $4,687,520   0.6% LCCM 2021-FL2
126 Bedford CREFI Brooklyn New York Mixed Use $4,599,710   0.6% MACRE 2018-FL1
602 Manhattan Avenue CREFI Brooklyn New York Mixed Use $3,380,635   0.4% LCCM 2021-FL2
592 Manhattan Avenue CREFI Brooklyn New York Mixed Use $2,977,015   0.4% LCCM 2021-FL2
Prime Storage - Garfield CREFI Garfield New Jersey Self Storage $2,817,241   0.3% RCMT 2019-FL3
595 Manhattan Avenue CREFI Brooklyn New York Mixed Use $2,536,645   0.3% LCCM 2021-FL2
591 Manhattan Avenue CREFI Brooklyn New York Mixed Use $2,480,585   0.3% LCCM 2021-FL2
593 Manhattan Avenue CREFI Brooklyn New York Mixed Use $2,471,970   0.3% LCCM 2021-FL2
872 Lorimer Street CREFI Brooklyn New York Multifamily $1,665,630   0.2% LCCM 2021-FL2

 

(1)The table above includes mortgage loans secured by mortgaged properties for which the most recent prior financing of all or a significant portion of such mortgaged properties was included in a securitization. Information under “Previous Securitization” represents the most recent such securitization with respect to each of those mortgaged properties. The information in the above table is based solely on information provided by the related borrower or obtained through searches of a third-party database, and has not otherwise been confirmed by the mortgage loan sellers.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 14 

COLLATERAL OVERVIEW (continued)

Property Types

Property Type / Detail Number of Mortgaged Properties Aggregate Cut-off Date Balance(1) % of Initial Pool Balance(1) Wtd. Avg. Underwritten NCF DSCR(2)(3) Wtd. Avg. Cut-off Date LTV Ratio(2)(3) Wtd. Avg. Debt Yield on Underwritten NOI(2)(3)
Office 5 $215,045,447 26.2 % 1.57x 60.2% 12.7%  
CBD 3 182,000,000 22.1   1.55x 60.8% 12.9%  
Suburban 2 33,045,447 4.0   1.69x 57.0% 11.4%  
Industrial 25 $142,404,553 17.3 % 1.97x 53.0% 13.1%  
Warehouse/Distribution 12 83,248,216 10.1   1.62x 58.0% 11.3%  
Manufacturing 7 42,877,185 5.2   2.49x 45.3% 15.9%  
Flex 1 8,635,000 1.1   2.58x 43.2% 16.7%  
Manufacturing/Flex 1 1,954,212 0.2   2.12x 53.8% 12.6%  
Manufacturing/Warehouse 1 1,767,881 0.2   2.12x 53.8% 12.6%  
Distribution/Flex 1 1,458,842 0.2   2.12x 53.8% 12.6%  
Manufacturing/Distribution 1 1,445,208 0.2   2.12x 53.8% 12.6%  
Warehouse 1 1,018,008 0.1   2.12x 53.8% 12.6%  
Self Storage 26 $118,250,000 14.4 % 1.39x 62.5% 9.0%  
Multifamily 10 $110,765,630 13.5 % 1.28x 63.7% 8.7%  
Mid Rise 4 82,800,000 10.1   1.26x 64.3% 8.7%  
High Rise 1 10,000,000 1.2   1.43x 57.0% 9.0%  
Garden 1 9,000,000 1.1   1.30x 65.7% 8.5%  
Low Rise 4 8,965,630 1.1   1.23x 64.3% 9.0%  
Mixed Use 9 $106,034,370 12.9 % 2.11x 44.0% 13.7%  
Office/Retail 1 80,000,000 9.7   2.39x 36.9% 15.4%  
Multifamily/Retail 8 26,034,370 3.2   1.25x 65.7% 8.4%  
Hospitality 2 $85,390,000 10.4 % 1.49x 61.9% 13.6%  
Limited Service/Extended Stay 1 $46,000,000 5.6   1.63x 62.9% 14.4%  
Select Service 1 39,390,000 4.8   1.33x 60.8% 12.6%  
Retail 3 $44,000,000 5.4 % 2.48x 39.7% 17.8%  
Super Regional Mall 1 30,000,000 3.7   2.98x 28.9% 20.2%  
Anchored 2 14,000,000 1.7   1.42x 62.8% 12.5%  
Total 80 $821,890,000 100.0 % 1.68x 56.8% 12.2%  

 

(1)Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
(2)Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
(3)See footnotes to the table entitled “Mortgage Pool Characteristics” above.

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 15 

COLLATERAL OVERVIEW (continued)

Geographic Distribution

Property Location

Number of Mortgaged Properties

Aggregate Cut-off Date Balance(1)

% of Initial Pool Balance(1)

Aggregate Appraised Value(2)

% of Total Appraised Value

Underwritten NOI(2)(3)

% of Total Underwritten NOI

New York 33 $267,719,032   32.6 % $1,032,050,000   23.0 % $57,054,776   20.4 %
California 3 104,636,085   12.7   197,900,000   4.4   14,215,233   5.1  
Virginia 3 96,338,720   11.7   374,850,000   8.3   28,357,974   10.1  
New Jersey 8 79,180,180   9.6   1,923,825,000   42.8   112,222,314   40.1  
Michigan 6 77,796,409   9.5   305,100,000   6.8   20,600,630   7.4  
Ohio 4 57,526,605   7.0   234,300,000   5.2   16,208,334   5.8  
Nevada 1 46,000,000   5.6   73,100,000   1.6   6,638,700   2.4  
District of Columbia 1 42,000,000   5.1   95,900,000   2.1   7,886,148   2.8  
Florida 3 11,024,655   1.3   35,975,000   0.8   1,975,469   0.7  
Georgia 1 7,690,000   0.9   11,700,000   0.3   1,002,392   0.4  
Tennessee 1 6,310,000   0.8   10,600,000   0.2   742,188   0.3  
Pennsylvania 2 5,596,250   0.7   23,050,000   0.5   1,436,428   0.5  
Illinois 2 4,590,535   0.6   39,100,000   0.9   2,304,105   0.8  
Indiana 1 4,188,000   0.5   9,700,000   0.2   701,488   0.3  
South Carolina 4 3,199,455   0.4   35,200,000   0.8   2,398,947   0.9  
Kansas 2 2,185,991   0.3   24,050,000   0.5   1,642,184   0.6  
Missouri 2 2,099,642   0.3   23,100,000   0.5   1,860,374   0.7  
Texas 1 1,445,208   0.2   15,900,000   0.4   1,211,779   0.4  
Kentucky 1 1,336,136   0.2   14,700,000   0.3   828,898   0.3  
Maryland 1 1,027,098   0.1   11,300,000   0.3   681,932   0.2  
Total

80

$821,890,000

 

100.0

%

$4,491,400,000

 

100.0

%

$279,970,295

 

100.0

%

 

(1)Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
(2)Aggregate Appraised Values and Underwritten NOI reflect the aggregate values without any reduction for the pari passu companion loan(s).
(3)For multi-property loans that do not have underwritten cash flow information reported on a property level basis, Underwritten NOI is allocated based on each respective property’s allocated loan amount.

 

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 16 

COLLATERAL OVERVIEW (continued)

Distribution of Cut-off Date Balances

Range of Cut-off Date Balances ($)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

3,300,000 - 9,999,999 7 $46,350,000 5.6 %
10,000,000 - 19,999,999 4 52,000,000 6.3  
20,000,000 - 29,999,999 2 48,200,000 5.9  
30,000,000 - 39,999,999 4 140,390,000 17.1  
40,000,000 - 49,999,999 6 257,450,000 31.3  
50,000,000 - 80,000,000

4

277,500,000

33.8

 

Total 27 $821,890,000 100.0 %
Distribution of UW NCF DSCRs(1)

Range of UW NCF DSCR (x)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

1.21 - 1.49 18 $423,890,000 51.6 %
1.50 - 1.99 5 205,000,000 24.9  
2.00 - 2.49 2 120,000,000 14.6  
2.50 - 2.98

2

73,000,000

8.9

 

Total 27 $821,890,000 100.0 %

(1)  See footnotes (1) and (6) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Amortization Types(1)

Amortization Type

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Interest Only 25 $747,890,000 91.0 %
Interest Only, Amortizing Balloon

2

74,000,000

9.0

 

Total 27 $821,890,000 100.0 %

(1)  All of the mortgage loans will have balloon payments at maturity date or have an anticipated repayment date, as applicable.
Distribution of Lockbox Types

Lockbox Type

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Hard 10 $439,840,000 53.5 %
Springing 14 282,550,000 34.4  
Soft

3

99,500,000

12.1

 

Total 27 $821,890,000 100.0 %

Distribution of Cut-off Date LTV Ratios(1)

Range of Cut-off Date LTV Ratios (%)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

28.9 - 39.9 2 $110,000,000 13.4 %
40.0 - 49.9 2 57,000,000 6.9  
50.0 - 59.9 6 209,000,000 25.4  
60.0 - 67.6

17

445,890,000

54.3

 

Total 27 $821,890,000 100.0 %

(1)  See footnotes (1) and (5) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Maturity Date/ARD LTV Ratios(1)

Range of Maturity Date/ARD LTV Ratios (%)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

28.9 - 39.9

2

$110,000,000

13.4

%

40.0 - 49.9 2 $57,000,000 6.9  
50.0 - 59.9 6 $209,000,000 25.4  
60.0 - 67.6

17

$445,890,000

54.3

 

Total 27 $821,890,000 100.0 %

(1)  See footnotes (1), (3), and (5) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Loan Purpose

Loan Purpose

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Refinance 20 $609,640,000 74.2 %
Acquisition 6 169,250,000 20.6  
Recapitalization 1 43,000,000 5.2  
Total

27

$821,890,000

100.0

%

Distribution of Mortgage Rates

Range of Mortgage Rates (%)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

5.744 - 5.9999 1 $40,000,000 4.9 %
6.000 - 6.4999 7 257,700,000 31.4  
6.500 - 6.9999 11 216,600,000 26.4  
7.000 - 7.4999 3 68,200,000 8.3  
7.500 - 8.2800

5

239,390,000

29.1

 

Total 27 $821,890,000 100.0 %


 

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 17 

COLLATERAL OVERVIEW (continued)

Distribution of Debt Yield on Underwritten NOI(1)

Range of
Debt Yields on Underwritten NOI (%)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

8.2 - 8.9 7 $166,500,000 20.3 %
9.0 - 9.9 7 125,000,000 15.2  
10.0 - 10.9 1 9,000,000 1.1  
11.0 - 11.9 2 103,000,000 12.5  
12.0 - 12.9 3 93,390,000 11.4  
13.0 - 13.9 2 112,000,000 13.6  
14.0 - 20.2

5

213,000,000

25.9

 

Total 27 $821,890,000 100.0 %
(1)   See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above.

Distribution of Debt Yield on Underwritten NCF(1)

Range of
Debt Yields on Underwritten NCF (%)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

8.1 - 8.9 9 $181,300,000 22.1 %
9.0 - 9.9 6 119,200,000 14.5  
10.0 - 10.9 0 0 0.0  
11.0 - 11.9 4 156,390,000 19.0  
12.0 - 12.9 2 82,000,000 10.0  
13.0 - 13.9 3 130,000,000 15.8  
14.0 - 19.9

3

153,000,000

18.6

 

Total 27 $821,890,000 100.0 %

(1)  See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above.

Mortgage Loans with Original Partial Interest Only Periods

Original Partial Interest Only Period (months)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

12 1 $4,000,000 0.5 %
24 1 $70,000,000 8.5 %

Distribution of Original Terms to Maturity/ARD(1)

Original Term to Maturity/ARD (months)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

60 - 61

27

$821,890,000

100.0

 

Total 27 $821,890,000 100.0 %

(1)  See footnote (3) to the table entitled “Mortgage Pool Characteristics” above.

Distribution of Remaining Terms to Maturity/ARD(1)

Range of Remaining Terms to Maturity/ARD (months)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

56 - 58 2 $87,500,000 10.6 %
59 12 340,050,000 41.4  
60 - 61

13

394,340,000

48.0

 

Total 27 $821,890,000 100.0 %

(1)  See footnote (3) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Original Amortization Terms(1)

Original Amortization Term (months)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Interest Only 25 $747,890,000 91.0 %
360

2

74,000,000

9.0

 

Total 27 $821,890,000 100.0 %

(1)  All of the mortgage loans will have balloon payments at maturity or have an anticipated repayment date, as applicable.

 

Distribution of Remaining Amortization Terms(1)

Range of Remaining Amortization Terms (months)

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Interest Only 25 $747,890,000 91.0 %
360

2

74,000,000

9.0

 

Total 27 $821,890,000 100.0 %

(1)  All of the mortgage loans will have balloon payments at maturity or have an anticipated repayment date, as applicable.
Distribution of Prepayment Provisions

Prepayment Provision

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Defeasance 22 $661,890,000 80.5 %
Yield Maintenance or Defeasance 4 127,000,000 15.5  
Yield Maintenance

1

33,000,000

4.0

 

Total 27 $821,890,000 100.00 %
Distribution of Escrow Types

Escrow Type

Number of Mortgage Loans

Cut-off Date Balance

% of Initial Pool Balance

Real Estate Tax 23 $712,590,000 86.7%
Replacement Reserves(1) 23 $694,890,000 84.5%
TI/LC(2) 7 $213,150,000 42.0%
Insurance 14 $341,690,000 41.6%
(1)  Includes mortgage loans with FF&E reserves.
(2)  Percentage of the portion of the Initial Pool Balance secured by office, retail, industrial and mixed use properties.


 

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 18 

STRUCTURAL OVERVIEW (continued)

Allocation Between

Total VRR Interest

and Non-Vertically

Retained

CertificatesThe aggregate amount available for distribution to holders of the Non-Vertically Retained Certificates and the Total VRR Interest on each distribution date will be (i) the gross amount of interest, principal, yield maintenance charges and prepayment premiums collected with respect to the mortgage loans in the applicable one-month collection period, net of specified expenses of the issuing entity, including fees payable therefrom to, and losses, liabilities, advances (with interest thereon), costs and expenses reimbursable or indemnifiable therefrom to, the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer and CREFC®, and (ii) be allocated to amounts available for distribution to the holders of the Total VRR Interest, on the one hand, and amounts available for distribution to the holders of the Non-Vertically Retained Certificates (exclusive of the Class R certificates), on the other hand. On each distribution date, the portion of such aggregate available funds allocable to: (a) the Total VRR Interest will be the product of such aggregate available funds multiplied by the Vertically Retained Percentage; and (b) the Non-Vertically Retained Certificates (exclusive of the Class R certificates) will at all times be the product of such aggregate available funds multiplied by the Non-Vertically Retained Percentage. See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus.
  The “Vertically Retained Percentage” is a fraction, expressed as a percentage, the numerator of which is the initial principal balance of the Total VRR Interest, and the denominator of which is the sum of (x) the aggregate initial certificate balance of all classes of Non-Vertically Retained Principal Balance Certificates and (y) the initial principal balance of the Total VRR Interest.
  The “Non-Vertically Retained Percentage” is the difference between 100% and the Vertically Retained Percentage.
DistributionsOn each Distribution Date, funds available for distribution to holders of the Non-Vertically Retained Certificates (exclusive of any portion thereof that represents the Non-Vertically Retained Percentage of (i) any yield maintenance charges and prepayment premiums collected on the mortgage loans and/or (ii) any excess interest accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date) (“Non-Vertically Retained Available Funds”) will be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):
1.Class A-1, Class A-2, Class A-3, Class X-A, Class X-B and Class X-D certificates: to interest on the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B and Class X-D certificates, up to, and pro rata in accordance with, their respective interest entitlements.
2.Class A-1, Class A-2 and Class A-3 certificates: to the extent of Non-Vertically Retained Available Funds allocable to principal received or advanced on the mortgage loans, (i) to principal on the Class A-1 certificates until their certificate balance is reduced to zero, then (ii) to principal on the Class A-2 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-1 certificates in clause (i) above, then (iii) to principal on the Class A-3 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-2 certificates in clause (ii) above. However, if the certificate balances of each and every class of the Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates have been reduced to zero as a result of the allocation of mortgage loan losses and other unanticipated expenses to those certificates, then Non-Vertically Retained Available Funds allocable to principal will be distributed to the Class A-1, Class A-2 and Class A-3 certificates, pro rata, based on their respective certificate balances.
3.Class A-1, Class A-2 and Class A-3 certificates: to reimburse the Class A-1, Class A-2 and Class A-3 certificates, pro rata, for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balances of those classes, together with interest at their respective pass-through rates.
4.Class A-S certificates: (i) first, to interest on the Class A-S certificates in the amount of their interest entitlement; (ii) next, to the extent of Non-Vertically Retained Available Funds allocable to principal remaining after distributions in respect of principal to each class of Non-Vertically Retained Principal Balance Certificates with a higher principal payment priority (in this case, the Class A-1, Class A-2 and Class A-3 certificates), to principal on the Class A-S certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class A-S certificates for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balance of that class, together with interest at its pass-through rate.
5.Class B certificates: (i) first, to interest on the Class B certificates in the amount of their interest entitlement; (ii) next, to the extent of Non-Vertically Retained Available Funds allocable to principal remaining after distributions in respect of principal to each class of Non-Vertically Retained Principal Balance Certificates with a higher principal payment priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-S certificates), to principal on the Class B certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse Class B certificates for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balance of that class, together with interest at its pass-through rate.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 19 

STRUCTURAL OVERVIEW (continued)
6.After the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class X-D, Class A-S and Class B certificates are paid all amounts to which they are entitled on such Distribution Date, the remaining Non-Vertically Retained Available Funds will be used to pay interest and principal and to reimburse (with interest at the related pass-through rate) any unreimbursed losses to the Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates, sequentially in that order and with respect to each such class in a manner analogous to the Class B certificates pursuant to clause 5 above.
Realized Losses The certificate balances of the respective classes of Non-Vertically Retained Principal Balance Certificates will each be reduced without distribution on any Distribution Date as a write-off to the extent of any loss realized on the mortgage loans allocated to the related class on such Distribution Date. On each Distribution Date, the Non-Vertically Retained Percentage of any such losses will be applied to the respective classes of Non-Vertically Retained Principal Balance Certificates in the following order, in each case until the related certificate balance is reduced to zero: first, to the Class K-RR certificates; second, to the Class J-RR certificates; third, to the Class G-RR certificates; fourth, to the Class F-RR 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, to the Class A-1, Class A-2 and Class A-3 certificates, based on their then current respective certificate balances. The notional amount of each class of Class X Certificates will be reduced to reflect reductions in the certificate balance(s) of the class (or classes, as applicable) of Corresponding Principal Balance Certificates as a result of allocations of losses realized on the mortgage loans to such class(es) of Non-Vertically Retained Principal Balance Certificates.

Prepayment Premiums

and Yield Maintenance

ChargesOn each Distribution Date, until the notional amount of the Class X-A, Class X-B and Class X-D certificates and the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, the Non-Vertically Retained Percentage of each yield maintenance charge collected on the mortgage loans during the related one-month collection period (or, in the case of an outside serviced mortgage loan, that accompanied a principal prepayment included in the Aggregate Available Funds (as defined in the Preliminary Prospectus) for such Distribution Date) is required to be distributed to holders of the Non-Vertically Retained Regular Certificates (excluding holders of the Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates) as follows: (a) first the Non-Vertically Retained Percentage of such yield maintenance charge will be allocated between (i) the group (the “YM Group A”) comprised of the Class A-1, Class A-2, Class A-3 and Class X-A certificates, (ii) the group (the “YM Group A-S/B”) comprised of the Class X-B, Class A-S and Class B certificates, (iii) the group (the “YM Group C”) comprised solely of the Class C certificates and (iv) the group (the “YM Group DE” and, collectively with the YM Group A, the YM Group A-S/B and the YM Group C, the “YM Groups”) comprised of the Class X-D, Class D and Class E certificates, pro rata based upon the aggregate amount of principal distributed to the class or classes of Non-Vertically Retained Principal Balance Certificates in each YM Group on such Distribution Date, and (b) then the portion of such yield maintenance charge allocated to each YM Group will be further allocated as among the classes of Non-Vertically Retained Regular Certificates in such YM Group, in the following manner: (i) each class of Non-Vertically Retained Principal Balance Certificates in such YM Group will entitle the applicable certificateholders to receive on the applicable Distribution Date that portion of such yield maintenance charge equal to the product of (X) a fraction whose numerator is the amount of principal distributed to the subject class of Non-Vertically Retained Principal Balance Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Non-Vertically Retained Principal Balance Certificates in that YM Group on such Distribution Date, (Y) except in the case of a YM Group consisting solely of a single class of Non-Vertically Retained Principal Balance Certificates (for which the value of this subclause (Y) will be one (1)), the Base Interest Fraction (as defined in the Preliminary Prospectus) for the related principal prepayment and the subject class of Non-Vertically Retained Principal Balance Certificates, and (Z) the portion of such yield maintenance charge allocated to such YM Group, and (ii) the portion of such yield maintenance charge allocated to such YM Group and remaining after such distributions with respect to the Non-Vertically Retained Principal Balance Certificates in such YM Group will be distributed to the class of Class X Certificates, if any, in such YM Group. If there is more than one class of Non-Vertically Retained Principal Balance Certificates in any YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable to such classes, the portion of such yield maintenance charges allocated to such YM Group will be allocated among all such classes of Non-Vertically Retained Principal Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the prior sentence of this paragraph.
  If a prepayment premium (calculated as a percentage of the amount prepaid) is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for mortgage loans that require payment at the greater of a yield maintenance charge or a minimum amount equal to a fixed percentage of the principal balance of the mortgage loan or, for mortgage loans that only have a prepayment premium based on a fixed percentage of the principal balance of the mortgage loan, such other discount rate as may be specified in the related loan documents.
  After the notional amounts of the Class X-A, Class X-B and Class X-D certificates and the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, the Non-Vertically Retained Percentage of all prepayment premiums and yield maintenance charges with respect to the mortgage loans will be allocated to the holders of the Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates as provided in the Benchmark 2024-V7 pooling and servicing agreement. No yield maintenance charges or prepayment premiums will be distributed to the holders of the Class R certificates. For a description of prepayment premiums and yield maintenance charges required on the mortgage
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 20 

STRUCTURAL OVERVIEW (continued)
  loans, see Annex A to the Preliminary Prospectus. See also “Certain Legal Aspects of the Mortgage Loans—Default Interest and Limitations on Prepayments” in the Preliminary Prospectus.
AdvancesThe master servicer and, if it fails to do so, the trustee, will be obligated to make P&I advances with respect to each mortgage loan in the issuing entity and, with respect to all of the mortgage loans serviced under the Benchmark 2024-V7 pooling and servicing agreement, servicing advances, including paying delinquent property taxes, condominium assessments, insurance premiums and ground lease rents, but only to the extent that those advances are not deemed non-recoverable from collections on the related mortgage loan and, in the case of servicing advances, any other related companion loans as described below. P&I advances are subject to reduction in connection with any appraisal reductions that may occur. The special servicer will have no obligation to make any advances, provided that, in an urgent or emergency situation requiring the making of a property protection advance, the special servicer may, in its sole discretion, make a property protection advance and will be entitled to reimbursement from the master servicer for such advance. The master servicer, the special servicer and the trustee will each be entitled to receive interest on advances they make at the prime rate (and, solely with respect to the master servicer, subject to a floor rate of 2.0% per annum), compounded annually.

Serviced Mortgage

Loans/Outside Serviced Mortgage Loans One or more whole loans may each constitute an “outside serviced whole loan”, in which case (as identified under “Collateral Overview—Whole Loan Summary” above), the Benchmark 2024-V7 pooling and servicing agreement is not the Controlling PSA, and each related mortgage loan constitutes an “outside serviced mortgage loan,” each related companion loan constitutes an “outside serviced companion loan,” and each related Controlling PSA constitutes an “outside servicing agreement.”
  One or more whole loans may be identified in the Preliminary Prospectus as a “servicing shift whole loan”, in which case the related mortgage loan constitutes a “servicing shift mortgage loan” and each related companion loan constitutes a “servicing shift companion loan”. Any servicing shift whole loan will initially be serviced pursuant to the Benchmark 2024-V7 pooling and servicing agreement during which time such mortgage loan, such whole loan and each related companion loan will be a serviced mortgage loan, a serviced whole loan and a serviced companion loan (each as defined below), respectively. However, upon the inclusion of the related controlling pari passu companion loan in a future securitization transaction, the servicing of such mortgage loan will shift to the servicing agreement governing such securitization transaction, and such mortgage loan, such whole loan and each related companion loan will be an outside serviced mortgage loan, an outside serviced whole loan and an outside serviced companion loan, respectively.
  All of the mortgage loans transferred to the issuing entity (other than any outside serviced mortgage loan) are sometimes referred to in this Term Sheet as the “serviced mortgage loans” and, together with any related companion loans, as the “serviced loans” (which signifies that they are being serviced by the master servicer and the special servicer under the Benchmark 2024-V7 pooling and servicing agreement); each related whole loan constitutes a “serviced whole loan”; and each related companion loan constitutes a “serviced companion loan.” See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.

Appraisal Reduction

AmountsAn Appraisal Reduction Amount generally will be created with respect to a required appraisal loan (which is a serviced loan as to which certain defaults, modifications or insolvency events have occurred (as further described in the Preliminary Prospectus)) in the amount, if any, by which the principal balance of such required appraisal loan, plus other amounts overdue or advanced in connection with such required appraisal loan, exceeds 90% of the appraised value of the related mortgaged property (subject to certain downward adjustments permitted under the Benchmark 2024-V7 pooling and servicing agreement) plus certain escrows and reserves (including letters of credit) held with respect to such required appraisal loan; provided that, if so provided in the related co-lender agreement, the holder of a subordinate companion loan may be permitted to post cash or a letter of credit to offset some or all of an Appraisal Reduction Amount. In the case of an outside serviced mortgage loan, any Appraisal Reduction Amounts will be calculated pursuant to, and by a party to, the related outside servicing agreement. In general, any Appraisal Reduction Amount calculated with respect to a whole loan will be allocated first, to any related subordinate companion loan(s) (up to the outstanding principal balance(s) thereof), and then, to the related mortgage loan and any related pari passu companion loan(s) on a pro rata basis in accordance with their respective outstanding principal balances. As a result of an Appraisal Reduction Amount being calculated for and/or allocated to a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which (to the extent of the Non-Vertically Retained Percentage of the reduction in such P&I advance) will have the effect of reducing the amount of interest available to the most subordinate class(es) of Non-Vertically Retained Regular Certificates then outstanding (i.e., first, to the Class K-RR certificates, then, to the Class J-RR certificates, then, to the Class G-RR certificates, then, to the Class F-RR certificates, then, to the Class E certificates, then, to the Class D certificates, then, to the Class C certificates, then, to the Class B certificates, then, to the Class A-S certificates, and then, pro rata based on interest entitlements, to the Class A-1, Class A-2 and Class A-3, Class X-A, Class X-B and Class X-D certificates). In general, a serviced loan will cease to be a required appraisal loan, and no longer be subject to an Appraisal Reduction Amount, when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such serviced loan to be a required appraisal loan.
  For purposes of determining the identity of the Controlling Class and the existence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, as well as the allocation and/or exercise of voting rights for certain purposes, the Vertically Retained Percentage of any Appraisal Reduction Amounts in respect of or allocated to the mortgage loans will be allocated to notionally reduce the principal balance of the Total VRR Interest, and the Non-Vertically Retained Percentage of any Appraisal Reduction Amounts in respect of or allocated to the mortgage loans will be allocated to
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 21 

STRUCTURAL OVERVIEW (continued)
  notionally reduce the certificate balances of the Non-Vertically Retained Principal Balance Certificates as follows: first, to the Class K-RR, Class J-RR, Class G-RR, Class F-RR, Class E, Class D, Class C, Class B and Class A-S certificates, in that order, in each case until the related certificate balance is notionally reduced to zero; and then to the Class A-1, Class A-2 and Class A-3, certificates, pro rata based on certificate balance.

Cumulative Appraisal

Reduction Amounts A “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 Loans, any Collateral Deficiency Amounts then in effect.
  Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the stated principal balance of such AB Modified Loan (taking into account the related junior note(s) 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 an outside serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received), 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. For purposes of determining the identity of the Controlling Class and the existence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, the Non-Vertically Retained Percentage of any Collateral Deficiency Amounts will be allocable to the respective classes of Control Eligible Certificates (as defined below) (or, for purposes of determining an Operating Advisor Consultation Trigger Event, the HRR Certificates), in reverse alphabetical order of class designation, in a manner similar to the allocation of Appraisal Reduction Amounts to such classes.
  AB Modified Loan” means any mortgage loan (1) that became a corrected loan (which includes for purposes of this definition any outside serviced mortgage loan that became a “corrected” mortgage loan (or any term substantially similar thereto) pursuant to the related outside servicing agreement) 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 trust or the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect.
Age of Appraisals Appraisals (which can be an update of a prior appraisal) with respect to a serviced loan are required to be no older than 9 months for purposes of determining appraisal reductions (other than the annual re-appraisal), market value, and other calculations as described in the Preliminary Prospectus.
Sale of Defaulted Loans There will be no “Fair Market Value Purchase Option”. Instead defaulted mortgage loans will be sold in a process similar to the sale process for REO property. With respect to an outside serviced whole loan, the party acting as special servicer with respect to such outside serviced whole loan pursuant to the related outside servicing agreement (the “outside special servicer”) may offer to sell to any person (or may offer to purchase) for cash such outside serviced whole loan in accordance with the terms of the related outside servicing agreement during such time as such outside serviced whole loan constitutes a defaulted mortgage loan qualifying for sale thereunder and, in connection with any such sale, the related outside special servicer is required to sell both the applicable outside serviced mortgage loan and the related outside serviced pari passu companion loan(s) and, if so provided in the related co-lender agreement or the Controlling PSA, any related subordinate companion loan(s), together as one defaulted loan.
Directing Holder The “Directing Holder” with respect to any mortgage loan or whole loan serviced under the Benchmark 2024-V7 pooling and servicing agreement will be:
except (i) with respect to an excluded mortgage loan, (ii) with respect to a serviced whole loan as to which the Controlling Note is held outside the issuing entity (sometimes referred to in this Term Sheet as a “serviced outside controlled whole loan”), and (iii) during any period that a control termination event has occurred and is continuing, the Controlling Class Representative; and
with respect to any serviced outside controlled whole loan (which may include a servicing shift whole loan or a serviced whole loan with a controlling subordinate companion loan held outside the issuing entity), if and for so long as the applicable companion loan holder is entitled under the related co-lender agreement to exercise consent rights similar to those entitled to be exercised by the controlling class representative, the holder of the related controlling note (during any such period, the “outside controlling note holder”),
  provided, that with respect to any serviced whole loan, the rights of the directing holder will be subject to and may be limited by the terms and provisions of any related co-lender agreement.
  The applicable directing holder (or equivalent party) with respect to any outside serviced mortgage loan will be, in general, (i) in the event the related Controlling Note is included in the subject outside securitization transaction, the controlling class representative (or equivalent entity) under the related outside servicing agreement, and (ii) in all other cases, the third party holder of the related Controlling Note or its representative (which may be a controlling class representative (or equivalent
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 22 

STRUCTURAL OVERVIEW (continued)
  entity) under a separate securitization transaction to which such note has been transferred (if any)), as provided in the related co-lender agreement.
  An “excluded mortgage loan” is a mortgage loan or whole loan with respect to which the Controlling Class Representative or the holder(s) of more than 50% of the Controlling Class (by certificate balance) is (or are) a Borrower Party (as defined in the Preliminary Prospectus).

Controlling Class

RepresentativeThe “Controlling Class Representative” will be the controlling class certificateholder or other representative designated by at least a majority of the controlling class certificateholders by certificate balance. The “Controlling Class” is, as of any time of determination, the most subordinate class of the Control Eligible Certificates that has an outstanding certificate balance, as notionally reduced by any Cumulative Appraisal Reduction Amount allocable to such class, at least equal to 25% of the initial certificate balance of that class of certificates; provided, however, that (except under the circumstances set forth in the next proviso) if no such class meets the preceding requirement, then the Class F-RR certificates will be the controlling class; provided, further, however, that if, at any time, the aggregate outstanding certificate balance of the classes of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amounts), then the “Controlling Class” will be the most subordinate class of Control Eligible Certificates with an outstanding certificate balance greater than zero (without regard to the allocation of any Cumulative Appraisal Reduction Amounts). The “Control Eligible Certificates” consist of the Class F-RR, Class G-RR, Class J-RR and Class K-RR certificates. See “The Pooling and Servicing Agreement—Directing Holder” in the Preliminary Prospectus. No other class of certificates will be eligible to act as the controlling class or appoint a Controlling Class Representative. No person may exercise any of the rights and powers of the Controlling Class Representative with respect to an excluded mortgage loan.
  On the Closing Date, KKR CMBS IIII Aggregator Category 2 L.P., a Delaware limited partnership, is expected to (i) purchase the HRR Certificates, and (ii) appoint itself as the initial Controlling Class Representative. KKR CMBS IIII Aggregator Category 2 L.P. or an affiliate may purchase additional Certificates.

Control Termination

EventA “Control Termination Event” will, with respect to any mortgage loan, either (a) occur when none of the classes of the Control Eligible Certificates has an outstanding certificate balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such class) that is at least equal to 25% of the initial certificate balance of that class of certificates or (b) be deemed to occur as described below; provided, however, that a Control Termination Event will in no event exist at any time that the certificate balance of each class of the Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates (without regard to the allocation of Cumulative Appraisal Reduction Amounts) has been reduced to zero. With respect to excluded mortgage loans as to which the Controlling Class Representative would otherwise be the Directing Holder, a Control Termination Event will be deemed to exist.
  The holders of Certificates representing the majority of the certificate balance of the most senior class of Control Eligible Certificates whose certificate balance is notionally reduced to less than 25% of the initial certificate balance of that class as a result of an allocation of an Appraisal Reduction Amount or a Collateral Deficiency Amount, as applicable, to such class will have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination or a Collateral Deficiency Amount determination, as applicable, and, at their sole expense, obtain a second appraisal for any serviced loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount, under the circumstances described in the Preliminary Prospectus.

Consultation Termination

EventA “Consultation Termination Event” will, with respect to any mortgage loan, either (a) occur when none of the classes of Control Eligible Certificates has an outstanding certificate balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater than 25% of the initial certificate balance of that class of certificates or (b) be deemed to occur as described below; provided, however, that a Consultation Termination Event will in no event exist at any time that the certificate balance of each class of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts) has been reduced to zero. With respect to excluded mortgage loans as to which the Controlling Class Representative would otherwise be the Directing Holder, a Consultation Termination Event will be deemed to exist.

Control/Consultation

RightsWith respect to any serviced loan, the applicable Directing Holder, if any, will be entitled to have consent and/or consultation rights under the Benchmark 2024-V7 pooling and servicing agreement with respect to certain major decisions (including with respect to assumptions, waivers, certain loan modifications and workouts) and other matters with respect to such serviced loan.
  After the occurrence and during the continuance of a Control Termination Event, the consent rights of the Controlling Class Representative with respect to the applicable serviced loans will terminate, and the Controlling Class Representative will retain non-binding consultation rights under the Benchmark 2024-V7 pooling and servicing agreement with respect to certain major decisions and other matters with respect to the serviced mortgage loans, other than (i) any excluded mortgage loan, and (ii) any serviced outside controlled whole loan.
  After the occurrence and during the continuance of a Consultation Termination Event, all of these rights of the Controlling Class Representative with respect to the applicable serviced loans will terminate.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 23 

STRUCTURAL OVERVIEW (continued)
  With respect to any serviced outside controlled whole loan (including any servicing shift whole loan for so long as it is serviced under the Benchmark 2024-V7 pooling and servicing agreement), the holder of the related Controlling Note or its representative (which holder or representative will not be the Controlling Class Representative) will instead be entitled to exercise the above-described consent and consultation rights, to the extent provided under the related co-lender agreement.
  With respect to each outside serviced whole loan, the applicable outside controlling class representative or other related controlling noteholder pursuant to, and subject to the limitations set forth in, the related outside servicing agreement and the related co-lender agreement will have consent, consultation, approval and direction rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding such outside serviced whole loan, as provided for in the related co-lender agreement and in the related outside servicing agreement. To the extent permitted under the related co-lender agreement, the Controlling Class Representative (so long as a Consultation Termination Event does not exist) may have certain consultation rights with respect to each outside serviced whole loan.
  See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.

Risk Retention

Consultation Party The “risk retention consultation party”, with respect to any serviced mortgage loan or, if applicable, serviced whole loan will be the party selected by Citi Real Estate Funding Inc. The risk retention consultation party will have certain non-binding consultation rights in certain circumstances, (i) for so long as no Consultation Termination Event is continuing, with respect to any specially serviced loan (other than any outside serviced mortgage loan), and (ii) during the continuance of a Consultation Termination Event, with respect to any mortgage loan (other than any outside serviced mortgage loan), as further described in the Preliminary Prospectus. Notwithstanding the foregoing, the risk retention consultation party will not have any consultation rights with respect to any mortgage loan that is an excluded RRCP mortgage loan with respect to such party. Citi Real Estate Funding Inc. is expected to be appointed as the initial risk retention consultation party.
   
  With respect to the risk retention consultation party, an “excluded RRCP mortgage loan” is a mortgage loan or loan combination with respect to which the risk retention consultation party, or the person(s) entitled to appoint such risk retention consultation party, is a Borrower Party.

 

Termination of

Special Servicer At any time, the special servicer (but not any outside special servicer for any outside serviced whole loan) may be removed and replaced by the applicable Directing Holder, if any, with or without cause upon satisfaction of certain conditions specified in the Benchmark 2024-V7 pooling and servicing agreement.
  Except in the case of a serviced outside controlled whole loan, and solely if a Control Termination Event has occurred and is continuing, the special servicer under the Benchmark 2024-V7 pooling and servicing agreement may be terminated and replaced pursuant to a vote of applicable certificateholders, with or without cause, in accordance with the procedures described under “The Pooling and Servicing Agreement—Removal of the Special Servicer by Certificateholders Following a Control Termination Event” in the Preliminary Prospectus, upon the affirmative vote of (a) the holders of Certificates evidencing at least 66-2/3% of the voting rights allocable to the Certificates of those holders that voted on such matter (provided that holders representing the applicable Certificateholder Quorum vote on the matter) or (b) the holders of Non-Reduced Certificates entitled to vote on the matter evidencing more than 50% of the voting rights allocable to each class of such Non-Reduced Certificates.
  At any time, the special servicer under the Benchmark 2024-V7 pooling and servicing agreement may be terminated and replaced with respect to all the serviced loans, if (i) the operating advisor (A) determines, in its sole discretion exercised in good faith, that the special servicer has failed to comply with the Servicing Standard and a replacement of the special servicer would be in the best interest of the holders of the Certificates (as a collective whole), and (B) recommends the replacement of the special servicer with respect to such serviced loans, and (ii) the holders of Certificates evidencing at least a majority of the aggregate outstanding principal balance of the Certificates of those holders that voted on the matter (provided that holders representing the applicable Certificateholder Quorum vote on the matter) affirmatively vote to remove the special servicer in such capacity in accordance with the procedures set forth under “The Pooling and Servicing Agreement—Removal of the Special Servicer by Certificateholders Based on the Recommendation of the Operating Advisor” in the Preliminary Prospectus.
  Non-Reduced Certificates” means each class of Principal Balance Certificates that has an outstanding certificate balance as may be notionally reduced by any Appraisal Reduction Amounts allocated to that class, equal to or greater than 25% of an amount equal to the initial certificate balance of that class of certificates minus all principal payments made on such class of certificates.
  Notwithstanding the foregoing, but subject to the discussion in the next paragraph, solely with respect to a serviced outside controlled whole loan (including any servicing shift whole loan, for so long as it is serviced pursuant to the Benchmark 2024-V7 pooling and servicing agreement), only the holder of the related Controlling Note or its representative may terminate the special servicer without cause (solely with respect to the related whole loan) and appoint a replacement special servicer for that whole loan.
  Certificateholder Quorum” means a quorum that: (a) for purposes of a vote to terminate and replace the special servicer or the asset representations reviewer at the request of the holders of Certificates evidencing not less than 25% of the voting rights (without regard to the application of any Appraisal Reduction Amounts), consists of the holders of Certificates evidencing at least 50% of the voting rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the certificate balances of the respective classes of Principal Balance Certificates) of all of the Certificates, on an aggregate basis; and (b) for purposes of a vote to terminate and replace the special servicer based on a recommendation of the operating advisor, consists of the holders of Principal Balance Certificates evidencing at least 20% of the aggregate outstanding principal balance of all the Principal Balance Certificates, with such quorum including at least three Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each other.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 24 

STRUCTURAL OVERVIEW (continued)
  The related outside special servicer under each outside servicing agreement generally may be (or, if the applicable outside servicing agreement has not yet been executed, it is anticipated that such outside special servicer may be) replaced by the related outside controlling class representative (or an equivalent party), or the vote of the requisite holders of certificates issued, under the applicable outside servicing agreement (depending on whether or not the equivalent of a control termination event or a consultation termination event exists under that outside servicing agreement) or by any applicable other controlling noteholder under the related co-lender agreement in a manner generally similar to the manner in which the special servicer may be replaced under the Benchmark 2024-V7 pooling and servicing agreement as described above in this “Termination of Special Servicer” section (although there will be differences, in particular as regards certificateholder votes and the timing of when an outside special servicer may be terminated based on the recommendation of an operating advisor).
  If the special servicer, to its knowledge, becomes a Borrower Party with respect to a mortgage loan, the special servicer will not be permitted to act as special servicer with respect to that mortgage loan. Subject to certain limitations described in the Preliminary Prospectus, any applicable Directing Holder will be entitled to appoint a replacement special servicer for that mortgage loan. If there is no applicable Directing Holder or if the applicable Directing Holder does not take action to appoint a replacement special servicer within the requisite time period, a replacement special servicer will be appointed in the manner specified in the Benchmark 2024-V7 pooling and servicing agreement.
Voting Rights At all times during the term of the Benchmark 2024-V7 pooling and servicing agreement, the voting rights for the Certificates will be allocated among the respective classes of holders thereof in the following percentages:
(1)1% in the aggregate in the case of the respective classes of the Class X Certificates, allocated pro rata based upon their respective notional amounts as of the date of determination (for so long as the notional amount of at least one class of the Class X Certificates is greater than zero), and
(2)in the case of any class of Principal Balance Certificates, a percentage equal to the product of 99% (or, if the notional amounts of all classes of the Class X Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the certificate balance of such class of Principal Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate of the certificate balances of all classes of the Principal Balance Certificates, in each case, as of the date of determination,
  provided, that in certain circumstances described under “The Pooling and Servicing Agreement” in the Preliminary Prospectus, voting rights will only be exercisable by holders of the Non-Reduced Certificates and/or may otherwise be exercisable or allocated in a manner that takes into account the allocation of Appraisal Reduction Amounts.
  The voting rights of any class of Certificates are required to be allocated among certificateholders of such class in proportion to their respective percentage interests.
  The Class R certificates will not be entitled to any voting rights.

Servicing

CompensationModification Fees: Certain fees resulting from modifications, amendments, waivers or other changes to the terms of the loan documents, as more fully described in the Preliminary Prospectus, will be used to offset expenses on the related serviced mortgage loan (i.e. reimburse the trust for certain expenses, including unreimbursed advances and interest on unreimbursed advances previously incurred (other than special servicing fees, workout fees and liquidation fees) on the related serviced mortgage loan but not yet reimbursed to the trust or servicers or to pay expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding in each case unless as part of the written modification the related borrower is required to pay these amounts on a going forward basis or in the future). Any excess modification fees not so applied to offset expenses will be available as compensation to the master servicer and/or special servicer. Within any prior 12-month period, all such excess modification fees earned by the master servicer or by the special servicer (after taking into account the offset described below applied during such 12-month period) with respect to any serviced mortgage loan will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such mortgage loan after giving effect to such transaction and (ii) $25,000.
  All excess modification fees earned by the special servicer will be required to offset any future workout fees or liquidation fees payable with respect to the related serviced mortgage loan or related REO property; provided, that if the serviced mortgage loan ceases being a corrected loan, and is subject to a subsequent modification, any excess modification fees earned by the special servicer prior to such serviced mortgage loan ceasing to be a corrected loan will no longer be offset against future liquidation fees and workout fees unless such serviced mortgage loan ceased to be a corrected loan within 18 months of it becoming a modified mortgage loan.
  Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred with respect to the related mortgage loan (including special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or the special servicer or to pay certain expenses (including special servicing fees, workout fees and liquidation fees) that are still outstanding on the related mortgage loan, and any excess received with respect to a serviced loan will be paid to the master servicer (for penalty fees accrued while a non-specially serviced loan) and the special servicer (for penalty fees accrued while a specially serviced loan). To the extent any amounts reimbursed out of penalty charges are subsequently recovered on a related serviced loan, they will be paid to the master servicer or special servicer who would have been entitled to the related penalty charges that were previously used to reimburse such expense.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 25 

STRUCTURAL OVERVIEW (continued)
  Liquidation / Workout Fees: Liquidation fees will be calculated at the lesser of (a) 1.0% or (b) with respect to any serviced mortgage loan (or related serviced whole loan, if applicable) or related REO Property, such lesser rate as would result in a liquidation fee of $1,000,000, for each serviced loan that is a specially serviced loan and any REO property, subject in any case to a minimum liquidation fee of $25,000. For any serviced loan that is a corrected loan, workout fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a workout fee of $1,000,000 when applied to each expected payment of principal and interest (other than (i) default interest and (ii) any “excess interest” accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date) on the related serviced loan (or related serviced whole loan, if applicable) from the date such serviced loan becomes a corrected loan through and including the then related maturity date, subject in any case to a minimum workout fee of $25,000.
  Notwithstanding the foregoing, in connection with a maturity default, no liquidation or workout fee will be payable in connection with a payoff or refinancing of the related serviced loan within 90 days of the maturity default, but the special servicer may collect and retain appropriate fees from the related borrower in connection with the subject liquidation or workout.
  In the case of an outside serviced whole loan, calculation of the foregoing amounts payable to the related outside servicer or outside special servicer may be different than as described above. For example, the extent to which modification fees and penalty fees are applied to offset expenses may be different and liquidation fees and workout fees may be subject to different caps or no caps.
Operating Advisor The operating advisor will, in general and under certain circumstances described in the Preliminary Prospectus, have the following rights and responsibilities with respect to the serviced mortgage loans:
reviewing the actions of the special servicer with respect to specially serviced loans and with respect to certain major decisions regarding non-specially serviced loans as to which the operating advisor has consultation rights;
reviewing reports provided by the special servicer to the extent set forth in the Benchmark 2024-V7 pooling and servicing agreement;
reviewing for accuracy certain calculations made by the special servicer;
issuing an annual report generally setting forth, among other things, its assessment of whether the special servicer is performing its duties in compliance with the servicing standard and the Benchmark 2024-V7 pooling and servicing agreement and identifying any material deviations therefrom;
recommending the replacement of the special servicer if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the special servicer has failed to comply with the servicing standard and (2) a replacement of the special servicer would be in the best interest of the holders of the Certificates (as a collective whole); and
after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, consulting on a non-binding basis with the special servicer with respect to certain major decisions (and such other matters as are set forth in the Benchmark 2024-V7 pooling and servicing agreement) in respect of the applicable serviced loan(s).
  An “Operating Advisor Consultation Trigger Event” will occur when the aggregate outstanding certificate balance of the HRR Certificates (as notionally reduced by any Cumulative Appraisal Reduction Amounts then allocable to the HRR Certificates) is 25% or less of the initial aggregate certificate balance of the HRR Certificates. With respect to excluded mortgage loans, an Operating Advisor Consultation Trigger Event will be deemed to exist.
  Notwithstanding the foregoing, the operating advisor will generally have no obligations or consultation rights as operating advisor under the Benchmark 2024-V7 pooling and servicing agreement with respect to any outside serviced mortgage loan or any related REO property.
  The operating advisor will be subject to termination and replacement if the holders of at least 15% of the voting rights of Non-Reduced Certificates vote to terminate and replace the operating advisor and such termination and replacement is affirmatively voted for by the holders of more than 50% of the voting rights allocable to the Non-Reduced Certificates of those holders that exercise their right to vote (provided that holders entitled to exercise at least 50% of the voting rights allocable to the Non-Reduced Certificates exercise their right to vote within 180 days of the initial request for a vote). The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
  See “The Pooling and Servicing Agreement—Operating Advisor” in the Preliminary Prospectus.

Asset Representations

ReviewerThe asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans. An asset review will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 30% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO mortgage loans) held by the issuing entity as of the end of the applicable collection period are at least 60 days delinquent in respect of their related monthly payments or balloon payment, if any (for purposes of this paragraph, “delinquent loans”) or (2) at least 15 mortgage loans are delinquent loans as of the end of the applicable collection period
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 26 

STRUCTURAL OVERVIEW (continued)
  and the aggregate outstanding principal balance of such delinquent loans constitutes at least 20% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO mortgage loans) held by the issuing entity as of the end of the applicable collection period.
  The asset representations reviewer may be terminated and replaced without cause. Upon (i) the written direction of holders of the Certificates (other than the Class R certificates) evidencing not less than 25% of the voting rights 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 of such request to all certificateholders and the asset representations reviewer by posting such notice on its internet website, and by mailing such notice to all certificateholders and the asset representations reviewer. Upon the affirmative vote of the holders of Certificates evidencing at least 75% of the voting rights allocable to those holders that exercise their right to vote (provided that holders representing the applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote), the trustee will be required to terminate all of the rights and obligations of the asset representations reviewer under the Benchmark 2024-V7 pooling and servicing agreement by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed. See “The Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

Dispute Resolution

ProvisionsThe mortgage loan sellers will be subject to the dispute resolution provisions set forth in the Benchmark 2024-V7 pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.
  Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) with respect to a mortgage loan is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) 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 applicable mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other holder or beneficial owner of Certificates (other than the holder of the Class VRR certificates) 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 holder or beneficial owner of Certificates (other than the holder of the Class VRR certificates) does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other holder or beneficial owner of Certificates 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. In addition, any other holder or beneficial owner of Certificates may deliver, within the time frame provided in the Benchmark 2024-V7 pooling and servicing agreement, a written notice requesting the right to participate in any dispute resolution consultation that is conducted by the enforcing servicer following the enforcing servicer’s receipt of the notice described in the preceding sentence.
  Resolved” means, with respect to a Repurchase Request in connection with a mortgage loan, (i) that any material breach of representations and warranties or a material document defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a “loss of value payment”, (v) a contractually binding agreement has been 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 Benchmark 2024-V7 pooling and servicing agreement. See “The Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.
Liquidated Loan Waterfall Upon liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan (but not any related companion loan) will be applied (after allocation to offset certain advances and expenses) so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any delinquent interest that was not advanced as a result of Appraisal Reduction Amounts or interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. After the adjusted interest amount is so allocated, any remaining liquidation proceeds will be allocated to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining liquidation proceeds will then be allocated to pay delinquent interest that was not advanced as a result of Appraisal Reduction Amounts and any interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan.
Credit Risk Retention This securitization transaction will be subject to the credit risk retention rules of Section 15G of the Securities Exchange Act of 1934, as amended. An economic interest in the credit risk of the mortgage loans in this securitization transaction is expected to be retained pursuant to risk retention regulations (as codified at 12 CFR Part 43) promulgated under Section 15G (“Regulation RR”), as a combination of (i) an “eligible vertical interest” in the form of the Total VRR Interest and (ii) an “eligible horizontal residual interest” in the form of the HRR Certificates. Citi Real Estate Funding Inc. will act as retaining sponsor under Regulation RR for this securitization transaction and is expected, on the Closing Date, to partially satisfy its
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 27 

STRUCTURAL OVERVIEW (continued)
  risk retention obligation through the purchase by a third-party purchaser (directly or through one or more majority-owned affiliates) of the HRR Certificates. Citi Real Estate Funding Inc. is expected to satisfy its remaining risk retention obligation through its acquisition, on the closing date for this securitization transaction, and retention (directly or through one or more majority owned affiliates) of the Total VRR Interest. For a further discussion of the manner in which the credit risk retention requirements are expected to be satisfied by Citi Real Estate Funding Inc., as retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.

The Total VRR

Interest Prepayment

Premiums and Yield

Maintenance Charges. On each Distribution Date, the Vertically Retained Percentage of each yield maintenance charge and prepayment premium collected on the mortgage loans during the related collection period (or, in the case of an outside serviced mortgage loan, that accompanied a principal prepayment included in the Aggregate Available Funds for such Distribution Date) will be required to be distributed to the holders of the Total VRR Interest.

Appraisal Reduction

AmountsOn each Distribution Date, the Vertically Retained Percentage of any Appraisal Reduction Amounts will be allocated to the Total VRR Interest to notionally reduce (to not less than zero) the principal balance thereof.

 

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 Benchmark 2024-V7 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the Benchmark 2024-V7 pooling and servicing agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.
Deal Website The certificate administrator will maintain a deal website including, but not limited to:
  —all special notices delivered.
  —summaries of final asset status reports.
  —all appraisals in connection with an appraisal reduction plus any subsequent appraisal updates.
  —an “Investor Q&A Forum” and a voluntary investor registry.
Cleanup Call On any Distribution Date on which the aggregate unpaid principal balance of the mortgage loans (including mortgage loans as to which the related mortgaged properties have become REO properties) remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date (excluding for the purposes of this calculation, the unpaid principal balance of the 1040 40th Street SE mortgage loan, but only if the option described above is exercised after the distribution date in May 2029), certain specified persons 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. Exercise of the option will terminate the issuing entity and retire the then outstanding certificates.
  If the aggregate certificate balances of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E certificates and the notional amounts of the Class X-A, Class X-B and Class X-D certificates have been reduced to zero and if the master servicer has received from the remaining certificateholders the payment specified in the Benchmark 2024-V7 pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding Certificates (excluding the Class R certificates) for the mortgage loans remaining in the issuing entity, as further described under “The Pooling and Servicing Agreement—Optional Termination; Optional Mortgage Loan Purchase” in the Preliminary Prospectus.

The Offered Certificates involve certain risks and may not be suitable for all investors. For information regarding certain risks associated with an investment in the Offered Certificates, see “Summary of Risk Factors” and “Risk Factors” in the Preliminary Prospectus. Capitalized terms used but not otherwise defined in this Term Sheet have the respective meanings assigned to those terms in the Preliminary Prospectus.

 

 

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 28 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 29 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 30 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 31 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

Mortgage Loan Information Property Information
Loan Seller: CREFI Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance Property Type – Subtype: Mixed Use – Office/Retail
Borrower Sponsor(s): Robert B. Getreu, Michael T. Cohen and Andrew H. Roos Collateral: Fee
Borrower(s): 23rd Street Properties LLC Location: New York, NY
Original Balance(1): $80,000,000 Year Built / Renovated: 1911 / 1987
Cut-off Date Balance(1): $80,000,000 Property Management: Colliers International NY LLC
% by Initial UPB: 9.7% Size: 578,105 SF
Interest Rate: 6.07000% Appraised Value / Per SF: $420,000,000 / $727
Note Date: April 5, 2024 Appraisal Date: February 15, 2024
Original Term: 60 months Occupancy: 73.5% (as of April 1, 2024)
Amortization: Interest Only UW Economic Occupancy: 74.9%
Original Amortization: NAP Underwritten NOI(6): $23,893,328
Interest Only Period: 60 months Underwritten NCF: $22,754,765
First Payment Date: May 6, 2024
Maturity Date: April 6, 2029 Historical NOI
Additional Debt Type(1): Pari Passu Most Recent NOI(6): $33,517,438 (TTM December 31, 2023)
Additional Debt Balance(1): $75,000,000 2022 NOI: $30,708,273
Call Protection(2): L(25),D(28),O(7) 2021 NOI: $31,038,555
Lockbox / Cash Management: Springing / Springing 2020 NOI: NAV
Reserves(3) Financial Information(1)
Initial Monthly Cap Cut-off Date Loan / SF: $268
Taxes(4): $4,088,374 $1,022,093 NAP Maturity Date Loan / SF: $268
Insurance: $0 Springing NAP Cut-off Date LTV: 36.9%
Replacement Reserves: $0 $9,635 $346,863 Maturity Date LTV: 36.9%
TI / LC: $0 $0 NAP UW NOI DY: 15.4%
Other(5): $27,248,306 $0 NAP UW NCF DSCR: 2.39x

 

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan (1) $155,000,000 89.6 %   Loan Payoff $139,632,947 80.7 %  
Equity Contribution 12,777,258 7.4   Reserves(4) 31,336,680 18.1  
Other Sources(4) 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 the 28-40 West 23rd Street Whole Loan (as defined below) which is comprised of five pari passu promissory notes with an aggregate original principal balance of $155,000,000. The 28-40 West 23rd Street Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). 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)The lockout period will be at least 25 payment dates beginning with and including the first payment date on May 6, 2024. Defeasance of the 28-40 West 23rd Street Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 28-40 West 23rd Street Whole Loan to be securitized and (b) April 5, 2027. The assumed defeasance lockout period of 25 payments is based on the expected Benchmark 2024-V7 securitization closing date in May 2024. The actual lockout period may be longer.
(3)See “Initial and Ongoing Reserves” herein for further discussion of reserve information.
(4)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).
(5)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.
(6)The decrease from Most Recent NOI to Underwritten 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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 32 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

The Loan. The largest mortgage loan (the “28-40 West 23rd Street Mortgage Loan”) is part of a whole loan (the “28-40 West 23rd Street Whole Loan”) secured by the borrower’s fee interest in a mixed use office/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 was originated on April 5, 2024 by CREFI and 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 scheduled maturity date of the 28-40 West 23rd Street Whole Loan is April 6, 2029. The 28-40 West 23rd Street Mortgage Loan is evidenced by the controlling Note A-1 and the non-controlling Note A-4 and Note A-5 with an aggregate outstanding principal balance as of the Cut-off Date of $80,000,000.

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 Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The 28-40 West 23rd Street Whole Loan will be serviced pursuant to the pooling and servicing agreement for the Benchmark 2024-V7 transaction. See “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 $65,000,000 $65,000,000 Benchmark 2024-V7 Yes
A-2 50,000,000 50,000,000 BMO 2024-5C4 No
A-3(1) 25,000,000 25,000,000 CREFI 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
(1)Expected to be contributed to one or more securitization trust(s).

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 4th through 6th floors which were recently vacated, upgrades to the roof deck, atrium and 7th floor terrace, expanding 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 retail space was 100.0% leased by Home Depot, which has been at the 28-40 West 23rd Street Property since August 2003 and has a current lease term through January 2036. As of April 1, 2024, the office space was 66.7% leased by RAMP and Aramis – Estee Lauder (“Estee Lauder”). As of April 1, 2024, the 28-40 West 23rd Street Property was in aggregate 73.5% occupied.

Major Tenants. The three largest tenants based on underwritten base rent 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 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, ten-year renewal option and no termination options.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 33 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

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 easy-to-use 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 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, $2,200,000 was reserved for outstanding free rent in connection with the RAMP lease.

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

Tenant Summary(1)

Tenant

Credit Rating (Moody’s/
S&P/Fitch)(2)
Net Rentable Area (SF) % of Net Rentable Area U/W
Base Rent
U/W Base Rent
Per SF
% of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Options
Estee Lauder A1/A/NR  240,500 41.6 % $21,156,188 $87.97    61.9% 1/31/2028 N 1 x 5 Yr
Home Depot A2/A/A  118,500 20.5   7,726,052 $65.20 22.6 1/31/2036 N 1 x 10 Yr
RAMP(3) NR/NR/NR  66,000 11.4   5,280,000 $80.00 15.5 11/30/2029 N 1 x 5 Yr
Total Occupied  425,000 73.5 % $34,162,241 $80.38  100.0%
Vacant  153,105 26.5  
Total  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 following table presents certain information relating to the lease rollover schedule at the 28-40 West 23rd Street Property, based on initial lease expiration date:

Lease Rollover Schedule(1)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA U/W Base Rent % of Total U/W Base Rent U/W Base Rent $ per SF # of Expiring Leases
2024 0 0.0% 0.0% $0 0.0% $0.00 0
2025 0 0.0   0.0% 0 0.0   $0.00 0
2026 0 0.0   0.0% 0 0.0   $0.00 0
2027 0 0.0   0.0% 0 0.0   $0.00 0
2028 240,500 41.6   41.6% 21,156,188 61.9   $87.97 1
2029 66,000 11.4   53.0% 5,280,000 15.5   $80.00 1
2030 0 0.0   53.0% 0 0.0   $0.00 0
2031 0 0.0   53.0% 0 0.0   $0.00 0
2032 0 0.0   53.0% 0 0.0   $0.00 0
2033 0 0.0   53.0% 0 0.0   $0.00 0
2034 0 0.0   53.0% 0 0.0   $0.00 0
2035 & Thereafter 118,500 20.5   73.5% 7,726,052 22.6   $65.20 1
Vacant 153,105 26.5   100.0% NAP NAP   NAP NAP
Total / Wtd. Avg. 578,105 100.0% $34,162,241 100.0% $80.38 3
(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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 34 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

The following table presents certain information relating to the Underwritten Net Cash Flow at the 28-40 West 23rd Street Property:

Cash Flow Analysis(1)
2021     2022    2023   U/W     U/W Per SF
Base Rent(1) $38,720,183 $39,188,548 $42,377,811 $32,464,248 $56.16  
Contractual Rent Steps(1) 0 0 0 1,697,993 $2.94  
Potential Income from Vacant Space 0 0 0 13,547,475 $23.43  
Gross Potential Rent $38,720,183 $39,188,548 $42,377,811 $47,709,716 $82.53  
Total Reimbursements 7,206,856 7,759,949 8,050,131 6,309,666 $10.91
Total Gross Income $45,927,039 $46,948,497 $50,427,942 $54,019,382 $93.44  
Other Income(2) 1,039,396 1,067,740 1,218,146 1,085,519 $1.88  
(Vacancy/Credit Loss) 0 0 0 (13,547,475) ($23.43)  
Effective Gross Income $46,966,435 $48,016,236 $51,646,088 $41,557,426 $71.89  
Management Fee 1,935,310 1,910,130 2,035,502 1,000,000 $1.73  
Real Estate Taxes 9,886,525 10,764,763 11,440,323 12,039,136 $20.83  
Insurance 294,213 275,035 301,302 273,440 $0.47  
Other Expenses(3) 3,811,832 4,358,036 4,351,523 4,351,523 $7.53  
Total Expenses $15,927,879 $17,307,963 $18,128,650 $17,664,098 $30.56
Net Operating Income $31,038,555 $30,708,273 $33,517,438 $23,893,328 $41.33  
Capital Expenditures 0 0 0 115,621 $0.20  
TI/LC 0 0 0 1,022,942 $1.77  
Net Cash Flow $31,038,555 $30,708,273 $33,517,438 $22,754,765 $39.36  
Occupancy (%) 100.0% 100.0% 100.0% 74.9%(4)
NCF DSCR(5) 3.25x 3.22x 3.51x 2.39x
NOI Debt Yield(5) 20.0% 19.8% 21.6% 15.4%
(1)Underwritten Base 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.
(2)Other Income includes condenser water, overtime HVAC, water and sewer, and additional miscellaneous income.
(3)Other Expenses include payroll and benefits, repairs and maintenance, utilities and general and administrative expenses.
(4)Represents economic occupancy.
(5)Based on the 28-40 West 23rd Street Whole Loan.

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 Matters. According to a Phase I environmental report dated February 23, 2024, there was no evidence of any recognized environmental conditions at the 28-40 West 23rd Street Property.

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 average asking rent of $221 per square foot.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 35 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

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, unless otherwise indicated.
(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 February 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, unless otherwise indicated.
(2)Based on the underwritten rent roll dated April 1, 2024. Rent (PSF) does not include rent steps.

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

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

Initial and Ongoing 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 which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, 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.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 36 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

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 which 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 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; and 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 the Specified Tenant Excess Cash Flow Condition (as defined below) or to satisfy 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 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 (x) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (y) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt yield is equal to or greater than 8.0% for one calendar quarter, and (z) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

A Specified Tenant” means, as applicable, (i) Estee Lauder, 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.

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant being in monetary or material non-monetary default under the applicable Specified Tenant lease beyond applicable notice and cure periods, (ii) Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), (iii) 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) 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 Specified Tenant, and (vii) 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 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 5 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: (I) the debt yield is equal to or greater than 12% exclusive of any rental income of the applicable Specified Tenant and (II) the ST Cap Condition is satisfied with respect to the applicable Specified Tenant space by (x) the amount of funds on deposit in the 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.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 37 

Mixed Use – Office/Retail

28-40 West 23rd Street

New York, NY 10010

 

Collateral Asset Summary – Loan No. 1

28-40 West 23rd Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$80,000,000

36.9%

2.39x

15.4%

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 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: (x) such non-payment of rent is solely the result of an abatement thereunder and (y) 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.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not Permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 38 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 39 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 40 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 41 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

Mortgage Loan Information Property Information
Loan Seller: CREFI Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance Property Type – Subtype: Office – CBD
Borrower Sponsor(s): Anthony Westreich Collateral: Fee
Borrower(s): 1812 Holdings, LLC Location: Arlington, VA
Original Balance(1): $70,000,000 Year Built / Renovated: 2013 / NAP
Cut-off Date Balance(1): $70,000,000 Property Management: Monday Properties Services, LLC
% by Initial UPB: 8.5% Size: 543,697 SF
Interest Rate: 7.53000% Appraised Value / Per SF: $315,000,000 / $579
Note Date: April 10, 2024 Appraisal Date: February 20, 2024
Original Term: 60 months Occupancy: 83.8% (as of March 1, 2024)
Amortization: Interest Only, Amortizing Balloon UW Economic Occupancy: 86.7%
Original Amortization: 360 months Underwritten NOI(5): $24,058,387
Interest Only Period: 24 months Underwritten NCF: $22,589,645
First Payment Date: June 6, 2024
Maturity Date: May 6, 2029 Historical NOI
Additional Debt Type(1): Pari Passu Most Recent NOI(5): $18,774,842 (TTM January 31, 2024)
Additional Debt Balance(1): $103,000,000 2023 NOI: $18,791,006
Call Protection(2): L(24),D(29),O(7) 2022 NOI: $17,467,776
Lockbox / Cash Management: Hard / Springing 2021 NOI: NAV
Reserves(3) Financial Information(1)
Initial Monthly Cap Cut-off Date Loan / SF: $318
Taxes: $1,847,102 $307,850 NAP Maturity Date Loan / SF: $310
Insurance: $22,645 $2,516 NAP Cut-off Date LTV: 54.9%
Replacement Reserves: $0 $9,062 NAP Maturity Date LTV: 53.5%
TI / LC: $0 $113,334 NAP UW NOI DY: 13.9%
Other(4): $7,781,444 $0 NAP UW NCF DSCR: 1.55x
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan(1) $173,000,000 96.3 %   Loan Payoff $160,681,751 89.4 %  
Other Sources(6) 6,657,808 3.7   Upfront Reserves 9,651,191 5.4  
Return of Equity 7,850,142 4.4  
Closing Costs 1,474,724 0.8  
Total Sources $179,657,808 100.0 % Total Uses $179,657,808 100.0 %
(1)The 1812 North Moore Mortgage Loan (as defined below) is part of the 1812 North Moore Whole Loan (as defined below) which is comprised of seven pari passu promissory notes with an aggregate original principal balance of $173,000,000. The 1812 North Moore Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). The Financial Information in the chart above is based on the aggregate outstanding principal balance as of the Cut-off Date of the 1812 North Moore Whole Loan. In addition, a constituent party of the borrower is permitted to incur a mezzanine loan secured by the equity interest held by such constituent party, subject to the satisfaction of certain requirements set forth in the 1812 North Moore Whole Loan documents. See “—Permitted Future Mezzanine or Secured Subordinate Indebtedness” below and “Description of the Mortgage Pool–Additional Indebtedness– Permitted Mezzanine Debt” in the Preliminary Prospectus.
(2)The lockout period will be at least 24 payment dates beginning with and including the first payment date on June 6, 2024. Defeasance of the 1812 North Moore Whole Loan is permitted in whole (but not in part) at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 1812 North Moore Whole Loan to be securitized and (b) April 10, 2028. The assumed defeasance lockout period of 24 payments is based on the expected Benchmark 2024-V7 securitization closing date in May 2024. The actual lockout period may be longer.
(3)See “Initial and Ongoing Reserves” below.
(4)Other Reserves consist of an initial unfunded obligations reserve of $6,245,853 and an initial free rent reserve of $1,535,591.
(5)The increase from Most Recent NOI to Underwritten NOI is primarily attributed to the execution of three new leases from September 2023 through January 2024.
(6)Other Sources include escrows and credits from previous debt which were used to pay off the prior loan on the 1812 North Moore Property (as defined below).
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 42 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

The Loan. The second largest mortgage loan (the “1812 North Moore Mortgage Loan”) is part of a whole loan (the “1812 North Moore Whole Loan”) secured by the borrower’s fee interest in an office property totaling 543,697 square feet located in Arlington, Virginia (the “1812 North Moore Property”). The 1812 North Moore Whole Loan is comprised of seven pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $173,000,000. The 1812 North Moore Whole Loan was originated on April 10, 2024 by CREFI and accrues interest at a fixed rate of 7.53000% per annum. The 1812 North Moore Whole Loan has an initial term of five years and is interest-only for the first 24 months followed by amortization on a 30-year basis. The scheduled maturity date of the 1812 North Moore Whole Loan is the payment date that occurs on May 6, 2029. The 1812 North Moore Mortgage Loan is evidenced by the controlling Note A-1-1 with an outstanding principal balance as of the Cut-off Date of $70,000,000. The remaining notes are currently held by CREFI and are expected to be contributed to one or more future securitization trust(s).

The table below identifies the promissory notes that comprise the 1812 North Moore Whole Loan. The relationship between the holders of the 1812 North Moore Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The 1812 North Moore Whole Loan will be serviced pursuant to the pooling and servicing agreement for the Benchmark 2024-V7 transaction. See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans” in the Preliminary Prospectus.

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1-1 $70,000,000 $70,000,000 Benchmark 2024-V7 Yes
A-1-2(1) 10,000,000 10,000,000 CREFI No
A-2-1(1) 20,000,000 20,000,000 CREFI No
A-2-2(1) 20,000,000 20,000,000 CREFI No
A-2-3(1) 10,000,000 10,000,000 CREFI No
A-3 30,000,000 30,000,000 BMO 2024-5C4 No
A-4(1) 13,000,000 13,000,000 CREFI No
Whole Loan $173,000,000 $173,000,000
(1)Expected to be contributed to one or more securitization trust(s).

The Property. The 1812 North Moore Property is a 35-story, Class A office property totaling 543,697 square feet in Arlington, Virginia. The 1812 North Moore Property was constructed in 2013 and is situated on an approximately 0.685-acre site along the west side of North Moore Street, adjacent to the Rosslyn Metrorail station in the Rosslyn submarket of Arlington, Virginia. The 1812 North Moore Property serves as the corporate headquarters for Nestle USA, Inc. (“Nestle”) which relocated to the 1812 North Moore Property in 2017. The 1812 North Moore Property has access to 480 garage parking spaces, including 15 stations for charging electric cars, resulting in a parking ratio of approximately 0.88 spaces per 1,000 square feet. Amenities at the 1812 North Moore Property include a fitness center, conference center, tenant lounge and storage bays available for tenant use.

As of March 1, 2024, the 1812 North Moore Property was 83.8% occupied by nine tenants. The tenants at the 1812 North Moore Property have a weighted average lease term remaining of 8.4 years with 3.4% of net rentable area rolling during the 1812 North Moore Whole Loan term. The tenancy includes a total of three investment grade rated tenants which account for 88.2% of underwritten base rent. Since December 2023, there have been three separate leases for an aggregate of 44,376 square feet signed at the 1812 North Moore Property which have in the aggregate added $2,649,193 of UW Base Rent. Additionally, there have been three letters of intent executed at the 1812 North Moore Property accounting for 20,537 square feet and $1,170,609 of rent which were not underwritten. We cannot assure you that any of such letters of intent will result in a lease being signed.

Major Tenants. The three largest tenants based on underwritten base rent are Nestle, Humana Inc. (“Humana”) and Oracle America, Inc. (“Oracle”).

Nestle (299,779 square feet; 55.1% of net rentable area; 68.4% of underwritten base rent) Founded in 1866, Nestle is a diversified food and beverages company with a global footprint which sells products in 188 countries. Nestle utilizes its space at the 1812 North Moore Property as its US headquarters and has been at the 1812 North Moore Property since December 2017 with a current lease term through November 2032 with no termination options and two, five-year renewal options. Nestle has two options to contract its space at the 1812 North Moore Property. The first option provides Nestle with the right to reduce its space as to the lowest full floor that is part of its leased premises, effective any time beginning February 1, 2027 by providing written notice no later than 12 months prior to the first contraction date. The second option provides Nestle with the one-time right to reduce its space (x) if the foregoing contraction option was exercised, then only as to the lowest full floor that is then part of the leased premises, and (y) if the foregoing contraction option was not exercised,

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 43 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

then only as to the lowest floor or the lowest two floors that are then part of the leased premises, in each case effective as of January 31, 2030, by providing written notice no later than 12 months prior to the second contraction date.

Humana (46,784 square feet; 8.6% of net rentable area; 10.0% of underwritten base rent) Founded in 1961, Humana (NYSE: HUM) is a for-profit health insurance company headquartered in Louisville, Kentucky with approximately 11.6 million medical members and 48,700 employees. Humana has been at the 1812 North Moore Property since April 2020 and has a current lease term through May 2031 with two, five-year renewal options and no termination options.

Oracle (46,262 square feet; 8.5% of net rentable area; 9.8% of underwritten base rent) Founded in 1977, Oracle is an integrated technology company that has been utilized by more than 430,000 customers across 175 countries and is an embedded database, application servicer and enterprise performance management platform. On June 8, 2022, Oracle acquired Cerner, a provider of digital information systems used within hospitals and health systems to enable medical professionals to deliver better healthcare to individual patients and communities. Cerner was previously in occupancy at the 1812 North Moore Property with multiple leases beginning in January 2019 and July 2019, respectively, and running through December 2029 and June 2030, respectively. Subsequent to the acquisition, Oracle assumed the leases from Cerner Corporation. Oracle leases 38,075 SF of space that expires in December 2029 and 8,187 SF that expires in June 2030 with no termination options and one, five-year renewal option.

The following table presents certain information relating to the largest tenants at the 1812 North Moore Property:

Tenant Summary(1)

Tenant

Credit Rating (Moody’s/
S&P/Fitch)(2)
Net
Rentable
Area (SF)
% of Net
Rentable Area
U/W
Base Rent
U/W Base Rent
Per SF
% of Total
U/W Base
Rent
Lease Expiration Termination Option
(Y/N)
Renewal Options
Nestle USA, Inc. Aa3/AA-/A+ 299,779 55.1 % $21,534,987 $71.84 68.4 % 11/30/2032 N(3) 2 x 5 Yr
Humana Inc. Baa2/BBB/BBB 46,784 8.6   3,139,113 $67.10 10.0   5/31/2031 N 2 x 5 Yr
Oracle America, Inc.(4) Baa2/BBB/BBB 46,262 8.5   3,088,751 $66.77 9.8   Various N 1 x 5 Yr
Graham Holdings Company Ba1/BB/NR 24,023 4.4   1,441,380 $60.00 4.6   4/30/2040 Y(5) 1 x 5 Yr
National Electrical Manufacturers Association NR/NR/NR 11,839 2.2   710,340 $60.00 2.3   9/30/2036 Y(6) 1 x 5 Yr
RFS OPCO LLC NR/NR/NR 8,598 1.6   502,381 $58.43 1.6   3/31/2029 N 1 x 5 Yr
Evolent Health, LLC NR/NR/NR 8,514 1.6   497,473 $58.43 1.6   1/31/2031 N 1 x 5 Yr
Favor TechConsulting, LLC NR/NR/NR 5,724 1.1   344,585 $60.20 1.1   2/29/2028 Y(7) None
Rocade LLC NR/NR/NR 3,893 0.7   225,444 $57.91 0.7   4/30/2029 Y(8) 1 x 5 Yr
Total Occupied 455,416 83.8 % $31,484,453 $69.13 100.0 %
Vacant 88,281 16.2  
Total 543,697 100.0 %
(1)Based on the underwritten rent roll dated March 1, 2024, inclusive of $39,175 of contractual rent steps underwritten through January 1, 2025 and $1,837,678 in straight line rent steps for Nestle, Humana and Oracle.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)Nestle has two options to contract its space at the 1812 North Moore Property. The first option specifies Nestle can reduce its space only for the lowest full floor that is part of the premises, effective any time after January 31, 2027 by providing written notice no later than 12 months prior to the first contraction date. The second option specifies Nestle has the one-time right to reduce its space (x) if the foregoing contraction option was exercised, then only as to the lowest full floor that is then part of the leased premises, and (y) if the foregoing contraction option was not exercised, then only as to the lowest floor or the lowest two floors that are then part of the leased premises, in each case effective as of January 31, 2030 by providing written notice no later than 12 months prior to the second contraction date.
(4)Oracle leases 38,075 SF of space that expires in December 2029 and 8,187 SF that expires in June 2030.
(5)Graham Holdings Company executed a lease dated April 2, 2024. Graham Holdings Company has a lease commencement date of May 2025 and may accelerate the expiration date of its lease to August 2036 by providing written notice no later than June 30, 2035 along with payment of a termination fee.
(6)National Electrical Manufacturers Association executed a lease dated January 6, 2024. National Electrical Manufacturers Association has a lease commencement date of January 2025 and has the one time right to terminate its lease effective on the last day of the 105th full calendar month after the commencement date in September 2033, by giving prior written notice 12 months prior to the termination date.
(7)Favor TechConsulting, LLC may terminate its lease effective on the last day of the 65th month of its lease term (February 28, 2026) with 12 months’ prior notice if its subcontract with Oracle is terminated.
(8)Rocade LLC may terminate its lease effective on the last day of the 43rd full calendar month (April 30, 2027) of the term following the commencement date by giving prior written notice before the last day of the 34th full calendar month (July 31, 2026).

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 44 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

The following table presents certain information relating to the lease rollover schedule at the 1812 North Moore Property, based on initial lease expiration date:

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA U/W Base Rent % of Total U/W Base Rent U/W Base Rent $ per SF # of Expiring Leases
2024 0 0.0% 0.0% $0 0.0% $0.00 0
2025 0 0.0   0.0% 0 0.0   $0.00 0
2026 0 0.0   0.0% 0 0.0   $0.00 0
2027 0 0.0   0.0% 0 0.0   $0.00 0
2028 5,724 1.1   1.1% 344,585 1.1   $60.20 1
2029 50,566 9.3   10.4% 3,280,982 10.4   $64.89 3
2030 8,187 1.5   11.9% 535,594 1.7   $65.42 1
2031 55,298 10.2   22.0% 3,636,586 11.6   $65.76 2
2032 299,779 55.1   77.2% 21,534,987 68.4   $71.84 1
2033 0 0.0   77.2% 0 0.0   $0.00 0
2034 0 0.0   77.2% 0 0.0   $0.00 0
2035 & Thereafter 35,862 6.6   83.8% 2,151,720 6.8   $60.00 2
Vacant 88,281 16.2   100.0% NAP NAP     NAP NAP
Total / Wtd. Avg. 543,697 100.0% $31,484,453 100.0% $69.13 10
(1)Based on the underwritten rent roll dated March 1, 2024, inclusive of $39,175 of contractual rent steps underwritten through January 1, 2025 and $1,837,678 in straight line rent steps for the investment grade tenants.
(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the Lease Rollover Schedule.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 45 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the 1812 North Moore Property:

Cash Flow Analysis(1)(2)
2022   2023   TTM 1/31/2024(2) U/W(2)   U/W Per SF
Base Rent(1) $25,172,705 $25,981,040 $26,129,848 $29,607,600 $54.46  
Contractual Rent Steps(1) 0 0 0 1,876,853 $3.45  
Potential Income from Vacant Space 0 0 0 4,982,717 $9.16  
Gross Potential Rent $25,172,705 $25,981,040 $26,129,848 $36,467,170 $67.07  
Total Reimbursements 981,721 1,424,077 1,412,350 988,455 $1.82  
Total Gross Income $26,154,426 $27,405,117 $27,542,198 $37,455,625 $68.89  
Other Income(3) 987,106 1,085,970 1,088,040 1,088,040 $2.00  
(Vacancy/Credit Loss) (700,434) (230,570) (330,182) (4,982,717) ($9.16)  
Effective Gross Income $26,441,098 $28,260,517 $28,300,056 $33,560,948 $61.73  
Management Fee 533,713 573,958 576,019 1,006,828 $1.85  
Real Estate Taxes 3,400,928 3,518,290 3,499,281 3,143,763 $5.78  
Insurance 265,641 273,770 273,594 217,440 $0.40  
Other Expenses(4) 4,773,039 5,103,493 5,176,320 5,134,530 $9.44  
Total Expenses $8,973,322 $9,469,511 $9,525,214 $9,502,562 $17.48  
Net Operating Income $17,467,776 $18,791,006 $18,774,842 $24,058,387 $44.25
Capital Expenditures 0 0 0 108,739 $0.20  
TI/LC 0 0 0 1,360,002 $2.50  
Net Cash Flow $17,467,776 $18,791,006 $18,774,842 $22,589,645 $41.55
Occupancy (%) 74.3% 77.2% 77.2% 86.7%(5)
NCF DSCR(6) 1.20x 1.29x 1.29x 1.55x
NOI Debt Yield(6) 10.1% 10.9% 10.9% 13.9%
(1)Underwritten Base Rent is based on the underwritten rent roll dated March 1, 2024. Contractual Rent Steps are inclusive of $39,175 of contractual rent steps underwritten through January 1, 2025 and $1,837,678 in straight line rent steps for the investment grade tenants.
(2)The increase from TTM 1/31/2024 Net Operating Income to U/W Net Operating Income is primarily attributed to the execution of three new leases from September 2023 through January 2024.
(3)Other Income includes parking income, overtime HVAC, plumbing and additional miscellaneous income.
(4)Other Expenses include cleaning, contract services, repairs and maintenance, utilities, general and administrative, non-recoverable expenses, parking and amenity expenses.
(5)Represents economic occupancy.
(6)Based on the 1812 North Moore Whole Loan.

Appraisal. According to the appraisal, the 1812 North Moore Property had an “as-is” appraised value of $315,000,000 as of February 20, 2024, as shown in the table below. Based on the “as-is” value of $315,000,000, the Cut-off Date LTV and Maturity Date LTV for the 1812 North Moore Whole Loan are 54.9% and 53.5%, respectively.

1812 North Moore Appraised Value(1)
Property Value Capitalization Rate
1812 North Moore $315,000,000 6.75%
(1)Source: Appraisal.

Environmental Matters. According to a Phase I environmental report dated March 15, 2024, there was no evidence of any recognized environmental conditions at the 1812 North Moore Property.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 46 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

The Market. The 1812 North Moore Property is located along the west side of North Moore Street in the Rosslyn submarket of Arlington, Virginia. Rosslyn is situated on the banks of the Potomac River, across from Georgetown and within minutes of Foggy Bottom. Rosslyn has experienced significant renovation activity in recent years due to zoning changes allowing building heights of 300 feet with approval by the Arlington County Board. Access to Rosslyn is provided by Interstate 66, the George Washington Parkway and the Rosslyn Metrorail station which is adjacent to the 1812 North Moore Property.

According to the appraisal, as of December 31, 2023, the Rosslyn office submarket had a total inventory of 10,323,508 square feet across 39 buildings, an overall vacancy rate of 20.0% and average asking rent of $40.83 per square foot. In 2023 there was 276,986 square feet of direct leasing activity in the submarket.

According to the appraisal for the 1812 North Moore Property, the 2022 population and average household income in a one-, three- and five-mile radius are 40,072, 321,726 and 811,603 and $181,039, $191,678 and $185,977, respectively.

The following table presents certain information relating to comparable office leases for the 1812 North Moore Property.

Comparable Office Rental Summary(1)
Property Name Tenant Suite Size (SF) Lease Commencement Lease Term (Mos) Rent (PSF)
1812 North Moore Various Various Various Various $65.01(2)
1000 Wilson Curtis Process Consulting 8,397 SF September 2023 98 mos. $54.00
1100 Wilson

National Association of

Corporate Directors

41,948 SF November 2023 146 mos. $54.50
Arlington Tower WSP USA Inc. 10,254 SF May 2023 41 mos. $58.00
Commonwealth Tower Langan Engineering 14,342 SF November 2023 65 mos. $50.00
Potomac Tower Venture Global LNG, Inc. 6,330 SF November 2022 131 mos. $57.50
(1)Source: Appraisals. Rent (PSF) does not include rent steps.
(2)Based on the underwritten rent roll dated March 1, 2024.

The Borrower and the Borrower Sponsor. The borrower is 1812 Holdings, LLC, a Delaware limited liability company with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1812 North Moore Whole Loan. The borrower sponsor and non-recourse carveout guarantor is Anthony Westreich, the founding and managing partner of Monday Properties. Founded in 2002, Monday Properties has completed over 86 property transactions, representing $16 billion in capital value and 35 million square feet. Monday Properties currently owns and operates over five million square feet of commercial office space and 6,500 multifamily units.

Property Management. The 1812 North Moore Property is managed by Monday Properties Services, LLC, a borrower-affiliated management company.

Initial and Ongoing Reserves. At origination of the 1812 North Moore Whole Loan, the borrower deposited approximately: (i) $1,847,102 into a tax reserve, (ii) $22,645 into an insurance reserve, (iii) $6,245,853 into an unfunded obligations reserve and (iv) $1,535,591 into a free rent reserve.

Tax Reserve – The borrower is required to deposit into the 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 $307,850).

Insurance Reserve – The borrower is required to deposit into the insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $2,516); provided, however, such amount will be waived if the liability or casualty policy maintained by the borrower is an approved blanket or umbrella policy. At origination of the 1812 North Moore Whole Loan, a portion of the borrower’s policy was maintained pursuant to an acceptable blanket policy.

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $9,062.

Leasing Reserve – The borrower is required to deposit into a leasing reserve, on a monthly basis, approximately $113,334 for tenant improvements, including tenant allowances and landlord work.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 47 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

Lockbox / Cash Management. The 1812 North Moore Whole Loan is structured with a hard lockbox and springing cash management. The 1812 North Moore Whole Loan documents require the borrower to send or cause the property manager to send a notice to all tenants at the 1812 North Moore Property directing them to remit all payments under their respective leases directly to the lender-controlled lockbox. The borrower is required to cause all revenue received by the borrower, the property manager or the parking manager from the 1812 North Moore Property to be deposited into such lockbox no later than two business days after receipt. 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 (as defined below) exists. 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 1812 North Moore Whole Loan documents. All excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 1812 North Moore Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 1812 North Moore Whole Loan. 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 the Specified Tenant Excess Cash Flow Condition (as defined below) or to satisfy the ST Cap Condition (as defined below) will be retained by the lender in the excess cash flow account. Upon an event of default under the 1812 North Moore Whole Loan documents, the lender may apply funds to the debt in such priority as it may determine. Funds on deposit in the excess cash flow account will be made available to the borrower to cover leasing costs incurred in connection with re-tenanting the Specified Tenant space and/or an extension of the Specified Tenant lease. In addition, funds on deposit in the excess cash flow account (excluding funds being held to satisfy the Specified Tenant Excess Cash Flow Condition and/or the ST Cap Condition) will be made available as follows: (i) if there are insufficient funds in the leasing reserve account, to cover leasing costs incurred at the property, (ii) if there are insufficient funds in the operating expense account, to cover approved operating expenses, and (iii) if there are insufficient funds in the replacement reserve account, to cover approved replacements.

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 service coverage ratio being less than 1.30x (provided, however, that no Trigger Period will exist if and so long as the DSCR Trigger Period Avoidance Conditions (as defined below) are satisfied), and (iii) the occurrence of a Specified Tenant Trigger Period (as defined below) and (B) expiring upon (x) with regard to clause (i) above, the cure (if applicable) of such event of default, (y) with regard to clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.35x for two consecutive calendar quarters, and (z) with regard to clause (iii) above, the Specified Tenant Trigger Period ceasing to exist.

DSCR Trigger Period Avoidance Conditions” exists if, and only for so long as, the borrower deposits cash into an account with lender or delivers a letter of credit equal to the DSCR Deposit Amount (as defined below) and, thereafter, for as long as borrower elects to avoid a Trigger Period, on each calendar quarter, continues to deposit additional cash collateral or increases the amount of the letter of credit to the DSCR Deposit Amount.

DSCR Deposit Amount” means an amount that, if applied to the then outstanding principal balance of the 1812 North Moore Whole Loan, would be sufficient to reduce the outstanding principal balance to an amount which would cause the debt service coverage ratio to equal 1.35x.

A Specified Tenant” means, as applicable, (i) Nestle, a Delaware corporation, together with its successors and/or assigns, (ii) any other tenant that (together with its affiliates) directly leases (in the aggregate) not less than 20% of the leasable square footage of the 1812 North Moore Property, and (iii) any guarantor(s) of the applicable related Specified Tenant lease(s).

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant being in monetary or material non-monetary default under the applicable Specified Tenant lease beyond applicable notice and cure periods, (ii) Specified Tenant failing to be in actual, physical possession of its Specified Tenant space, (iii) Specified Tenant failing to be open for business during customary hours and/or “going dark” in all or any portion of its Specified Tenant space, excepting “hybrid work” programs, (iv) Specified Tenant giving written notice that it is terminating its lease for all or any portion of its Specified Tenant space, (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 Specified Tenant, and (vii) if either (x) at any time while the Nestle Lease (as defined below) is in place, a Public Nestle Relocation Notice Event (as defined below) occurs or (y) if the Nestle Lease is in place on May 6, 2027, a Specified Tenant Trigger Period will be deemed to have occurred on May 6, 2027 unless, in each case, the Nestle Lease has been extended for all or a portion of the Specified Tenant space of not less than 250,000 square feet at a base rental rate equal to or greater than the base rental rate in effect immediately prior to the extension and otherwise pursuant to terms acceptable to the lender for an extension term of not less than an additional five years with no right on the part of Nestle to terminate the Nestle Lease (in whole or in part) during said extension, except for (x) customary termination rights in connection with landlord defaults and/or a material casualty or condemnation and (y) to the extent the applicable extension covers a portion of the Specified Tenant space in excess of 250,000 square feet, any partial termination right(s) which, in the aggregate, cover no more than said excess square footage) and (viii) Specified Tenant ceasing to maintain a long-term unsecured debt rating of at least BBB- from S&P and an equivalent rating from each of the other rating agencies which rate such entity and (B) expiring upon the first to occur of (i) the satisfaction of the applicable Specified Tenant Cure Conditions (as defined below); (ii) the borrower leasing the entire applicable Specified Tenant space pursuant to one or more leases in accordance with the applicable terms and conditions of the 1812

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 48 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

North Moore 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 reasonable judgment, the applicable Specified Tenant Excess Cash Flow Condition is satisfied; or (iii) solely with respect to (x) a Specified Tenant Trigger Period contemplated in clause (A)(iv) and/or (A)(v) above, which involves Nestle exercising its right to surrender one floor in the Specified Tenant space or (y) a Specified Tenant Trigger Period contemplated in clause (A)(iii) above, which involves Nestle going dark in a portion of its Specified Tenant space, the ST Cap Condition is satisfied.

Nestle Lease” means that certain Deed of Lease, dated January 19, 2017, between Nestle, as tenant, and borrower, as landlord, as amended.

Public Nestle Relocation Notice Event” means (x) lender becomes aware from a public news source, press release or any other identifiable and reputable source with verifiable information that Nestle intends to move all or a material portion of the business it currently conducts at the 1812 North Moore Property to another existing or planned development and (y) either (i) the notice is in the form of a publicly available announcement made by Nestle (or its affiliates) that it affirmatively intends to discontinue material operations at the 1812 North Moore Property or (ii) lender has received commercially reasonable evidence that Nestle (or an affiliate thereof) has taken a binding affirmative action in the nature of purchasing real estate (or entering into a contract to purchase the same) or entering into a lease agreement for space that will be utilized to consummate the foregoing relocation.

Specified Tenant Cure Conditions” means each of the following, as applicable, (i) the Specified Tenant has cured all monetary and material non-monetary defaults under the applicable Specified Tenant lease, (ii) the applicable Specified Tenant is in actual, physical possession of its Specified Tenant space (or applicable portion thereof) and open for business during customary hours and not “dark” in all or any portion of its Specified Tenant space, excepting “hybrid work” programs, (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) if due to either of the events contemplated by clause (A)(vii) of the definition of “Specified Tenant Trigger Period” above, the Nestle Lease has been extended for the entirety of the Specified Tenant space and in 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 final, non-appealable order of a court of competent jurisdiction, (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease unless: (x) such non-payment of rent is solely the result of an abatement thereunder and (y) the borrower has reserved an amount equal to the total unabated rent that would otherwise be due and payable and (vii) if due to a credit rating trigger, the applicable Specified Tenant to which the credit rating trigger occurred maintains, and does maintain for at least two consecutive calendar quarters, a long-term unsecured debt rating of at least “BBB-” from S&P and an equivalent rating from each of the other rating agencies which rate such entity.

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, which may be achieved through either a cash flow sweep or deposit of funds, 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 and unpaid 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 surrendered by Nestle in connection with a Nestle partial termination or the proportion of the number of leasable square feet in which Nestle has partially “gone dark”.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Provided that no event of default is continuing under the 1812 North Moore Whole Loan documents, a constituent party of the borrower is permitted to incur a mezzanine loan (the “1812 North Moore Mezzanine Loan”) secured by the equity interest held by such constituent party in the borrower under the 1812 North Moore Whole Loan, subject to the satisfaction of certain requirements set forth in the 1812 North Moore Whole Loan documents, which include, but are not limited to: (i) the actual combined debt service coverage ratio based on the 1812 North Moore Whole Loan and the 1812 North Moore Mezzanine Loan is (x) no less than 1.73x (calculated assuming interest-only payments of debt service) prior to May 6, 2026 or (y) no less than 1.55x (calculated based on a debt service constant inclusive of thirty-year amortization) on or after May 6, 2026; (ii) the actual combined debt yield based on the 1812 North Moore Whole Loan and the 1812 North Moore Mezzanine Loan is no less than 13.25%; (iii) the execution of an intercreditor agreement acceptable to the lender and satisfactory to the rating agencies; (iv) if required by the lender, receipt of a rating agency confirmation; and (v) the maturity of the 1812 North Moore Mezzanine Loan is coterminous with, or longer than, the maturity date of 1812 North Moore Whole Loan.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 49 

Office – CBD

1812 North Moore Street

Arlington, VA 22209

 

Collateral Asset Summary – Loan No. 2

1812 North Moore

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

54.9%

1.55x

13.9%

Release of Collateral. Not Permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 50 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 51 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 52 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 53 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

Mortgage Loan Information Property Information
Loan Sellers: GSMC Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance Property Type – Subtype: Office – CBD
Borrower Sponsor(s): Sunroad Holding Corporation Collateral: Fee
Borrower(s): Sunroad Centrum Office One Partners, L.P. Location: San Diego, CA
Original Balance(1): $70,000,000 Year Built / Renovated: 2008 / NAP
Cut-off Date Balance(1): $70,000,000 Property Management: Sunroad Asset Management, Inc.
% by Initial UPB: 8.5% Size: 274,758 SF
Interest Rate: 7.91200% Appraised Value / Per SF: $122,000,000 / $444
Note Date: 4/25/2024 Appraisal Date: July 13, 2023
Original Term: 60 months Occupancy: 100.0% (as of April 9, 2024)
Amortization: Interest Only UW Economic Occupancy: 96.2%
Original Amortization: NAP Underwritten NOI(5): $9,294,609
Interest Only Period: 60 months Underwritten NCF: $9,044,784
First Payment Date: June 6, 2024
Maturity Date: May 6, 2029 Historical NOI
Additional Debt Type(1): Pari Passu Most Recent NOI(5): $3,863,872 (TTM February 29, 2024)
Additional Debt Balance(1): $12,460,000 2023 NOI: $3,778,355
Call Protection(2): L(24),D(29),O(7) 2022 NOI: $1,905,814
Lockbox / Cash Management: Hard / Springing 2021 NOI: ($914,620)
Reserves(3) Financial Information(1)
Initial Monthly Cap Cut-off Date Loan / SF: $300
Taxes: $133,544 $66,772 NAP Maturity Date Loan / SF: $300
Insurance: $0 Springing NAP Cut-off Date LTV: 67.6%
Replacement Reserves: $274,758 Springing $274,758 Maturity Date LTV: 67.6%
TI / LC: $0 $0 NAP UW NOI DY: 11.3%
Other(4): $6,166,026 $0 NAP UW NCF DSCR: 1.37x
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan(2) $82,460,000 100.0%   Loan Payoff $64,198,404 77.9 %  
Principal Equity Distribution 10,832,299 13.1  
Reserves 6,574,327 8.0  
Closing Costs 854,969 1.0  
Total Sources $82,460,000 100.0%   Total Uses $82,460,000 100.0 %
(1)The Sunroad Centrum Mortgage Loan (as defined below) is part of the Sunroad Centrum Whole Loan (as defined below), which is evidenced by two pari passu promissory notes with an aggregate principal balance as of the Cut-off Date of $82,460,000. The Financial Information in the chart above is based on the aggregate outstanding principal balance of the Sunroad Centrum Whole Loan.
(2)The lockout period will be at least 24 payments beginning with and including the first payment date of June 6, 2024. The borrower has the option to prepay the entire Sunroad Centrum Whole Loan in whole (but not in part) on or after November 6, 2028 without the payment of a yield maintenance premium. The borrower has the option to defease the Sunroad Centrum Whole Loan in whole after the earlier to occur of (i) the second anniversary of the closing date of the securitization that includes the last note to be securitized and (ii) April 25, 2027. The assumed lockout period of 24 months is based on the expected closing date of the Benchmark 2024-V7 securitization in May 2024. The actual lockout period may be longer.
(3)See “Initial and Ongoing Reserves” below for further discussion of reserve information.
(4)Other initial reserves consist of approximately $6,166,026 in an unfunded obligations reserve (comprised of approximately $2,936,209 for the TI/LC portion and approximately $3,229,817 for the free rent and gap rent portion of such reserve).
(5)The increase from Most Recent NOI to Underwritten NOI is due to a higher underwritten occupancy than the occupancy during the Most Recent NOI period. The Most Recent NOI period does not include any income from the General Services Administration tenant which is expected to take occupancy in June 2024.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 54 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

The Loan. The third largest mortgage loan (the “Sunroad Centrum Mortgage Loan”) is part of a whole loan (the “Sunroad Centrum Whole Loan”) which is secured by a first deed of trust encumbering the borrower’s fee interest in an office building located in San Diego, California (the “Sunroad Centrum Property”). The Sunroad Centrum Whole Loan is comprised of two pari passu promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $82,460,000. The Sunroad Centrum Whole Loan was originated on April 25, 2024 by Goldman Sachs Bank USA. The Sunroad Centrum Whole Loan proceeds were used to refinance existing debt, distribute equity to the borrower sponsor, fund upfront reserves and pay origination costs. The Sunroad Centrum Whole Loan has an initial term of 60 months and has a remaining term of 60 months as of the Cut-off Date. The Sunroad Centrum Whole Loan requires interest-only payments during its entire term and accrues interest at a fixed rate of 7.912% per annum. The scheduled maturity date of the Sunroad Centrum Whole Loan is the payment date on May 6, 2029. The Sunroad Centrum Mortgage Loan is evidenced by the controlling note A-1 with an outstanding principal balance as of the Cut-off Date of $70,000,000.

The table below summarizes the promissory notes that comprise the Sunroad Centrum Whole Loan. The relationship between the holders of the Sunroad Centrum Whole Loan will be governed by a co-lender agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Sunroad Centrum Whole Loan will be serviced under the Benchmark 2024-V7 pooling and servicing agreement. See “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 Benchmark 2024-V7 Yes
A-2(1) 12,460,000 12,460,000 GSBI No
Whole Loan $82,460,000 $82,460,000
(1)Expected to be contributed to a future securitization.

The Property. The Sunroad Centrum Property is a 274,758 SF, 11-story, LEED certified class A office building in San Diego, California that is 100% leased by ten tenants, five of which are backed by the State of California and the Federal Government, as of April 9, 2024. The Sunroad Centrum Property is located in the Kearny Mesa submarket with access to four freeways that connect the Sunroad Centrum Property to the rest of San Diego. The Sunroad Centrum Property has a weighted average remaining lease term of 12.6 years, with no tenants scheduled to roll during the loan term. The Sunroad Centrum Property was previously fully leased to Bridgepoint Education, which utilized the Sunroad Centrum Property as its headquarters until Bridgepoint Education was acquired in 2020 and vacated at lease expiration. To date, the borrower sponsor has budgeted approximately $44.1 million in tenant improvements and leasing commissions to re-tenant the property and complete its lease up, inclusive of $21.2 million invested in the GSA (as defined herein) space (pursuant to the lease, $12.2 million will be reimbursed by the GSA to the borrower sponsor). Approximately $40.1 million of the budgeted amount has been spent, as of April 9, 2024.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 55 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

Major Tenants. The three largest tenants based on underwritten base rent are General Services Administration, Employment Development Department (EDD) and Cypress Insurance Company.

General Services Administration (120,209 SF; 43.8% of net rentable area; 39.8% of underwritten base rent) is an independent agency of the Federal Government that was established to support functioning of federal agencies. The specific GSA tenant at the property is Veterans Affairs. Under the authority of the GSA, the VA (as defined below) manages contracts for medical equipment and medical services for veterans and their families, pharmaceutical equipment, and service schedule programs. The VA reported $16 billion in sales during fiscal year 2021, growing from $13 billion in fiscal year 2018. The VA supports healthcare requirements of the VA and other federal government agencies by providing Federal customers with access to state-of-the art commercial products and services. GSA is expected to take occupancy in June 2024. There is no assurance that the tenant will take occupancy as expected, or at all.

"GSA" means The United States of America, acting by and through the designated representative of the General Services Administration, together with its successors and assigns under the GSA lease.

VA” means the United States Department of Veterans Affairs.

Employment Development Department (EDD) (27,536 SF; 10.0% of net rentable area; 12.7% of underwritten base rent) administers a wide range of services including unemployment insurance, disability insurance, workforce investment, and labor market information programs for the State of California. The Employment Development Department (EDD) is the state’s largest tax collection agency and handles the audit and collection of payroll taxes as well as keeps employment records for over 17 million California workers.

Cypress Insurance Company (34,065 SF; 12.4% of net rentable area; 11.5% of underwritten base rent) is a San Francisco based insurance company that provided automobile, fire, and casualty insurance product to its clients. Cypress Insurance Company was founded in 1963 and is a subsidiary of Berkshire Hathaway. Berkshire Hathaway is a multinational company headquartered in Omaha, Nebraska. It is a publicly traded company and operates six insurance subsidiaries which are a source of the company’s capital. Berkshire Hathaway reported revenues of $302.0 billion in 2022.

The following table presents certain information relating to the tenants at the Sunroad Centrum Property:

Tenant Summary(1)

Tenant

Credit Rating (Moody’s/
S&P/Fitch)(2)
Net Rentable Area (SF) % of Net Rentable Area U/W
Base Rent
U/W Base Rent
Per SF
% of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Options
General Services Administration(3) Aaa/AA+/AA+ 120,209 43.8 % $5,168,982 $43.00 39.8 % 5/31/2044 Y(4) 1 x 5 Yr
Employment Development Department (EDD) Aa2/AA-/AA 27,536 10.0 1,652,754 $60.02 12.7 10/31/2032 Y(5) None
Cypress Insurance Company Aa2/AA/AA- 34,065 12.4   1,496,394 $43.93 11.5   12/31/2029 N 1 x 5 Yr
Sunroad Asset Management NR/NR/NR 24,879 9.1   1,373,321 $55.20 10.6 4/30/2032 N 1 x 5 Yr
AppFolio NR/NR/NR 25,300 9.2   1,124,091 $44.43 8.6 1/31/2033 N 1 x 5 Yr
Conam NR/NR/NR 14,836 5.4 678,480 $45.73 5.2   7/31/2031 N 1 x 5 Yr
Kyocera International Inc. NR/NR/NR 10,879 4.0   554,665 $50.98 4.3   7/31/2030 N 2 x 5 Yr
Department of Real Estate (DRE) Aa2/AA-/AA 8,835 3.2   530,286 $60.02 4.1   10/31/2032 Y(5) None
Alcoholic Beverage Control (ABC) Aa2/AA-/AA 6,173 2.2   295,436 $47.86 2.3   10/31/2032 Y(5) None
CA Department of Public Health (CDPH) Aa2/AA-/AA 2,046 0.7 122,808 $60.02 0.9   10/31/2032 Y(5) None
Largest Tenants 274,758 100.0 % $12,997,217 $47.30 100.0 %
Remaining Occupied 0 0.0   0 $0.00 0.0  
Total Occupied 274,758 100.0 % $12,997,217 $47.30 100.0 %
Vacant 0 0.0  
Total 274,758 100.0 %
(1)Based on the underwritten rent roll dated April 9, 2024, with rent steps for the executed General Services Administration lease through May 31, 2025.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease or of the state government’s general obligation bonds for state governmental entities.
(3)The General Services Administration tenant is expected to take occupancy in June 2024. There is no assurance that the tenant will take occupancy as expected, or at all.
(4)The General Services Administration tenant has a continuous lease termination option beginning in June 2039, which is beyond the loan term.
(5)Each of the Employment Development Department (EDD), Department of Real Estate (DRE), Alcoholic Beverage Control (ABC) and CA Department of Public Health (CDPH) tenants are backed by the Government of California and each possesses the option to terminate on or after August 31, 2027. Each tenant also has a scheduled rent step down to $49.80 per square foot in 2027, which is estimated to be at or below market rent in 2027.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 56 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

The following table presents certain information relating to the lease rollover schedule at the Sunroad Centrum Property, based on the initial lease expiration dates:

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA UW Base Rent % of Total UW Base Rent UW Base Rent $ per SF # of Expiring Leases
2024 & MTM 0 0.0 % 0.0 % $0 0.0 % $0.00 0
2025 0 0.0   0.0   0 0.0   $0.00   0
2026 0 0.0   0.0   0 0.0   $0.00 0
2027 0 0.0   0.0   0 0.0   $0.00   0
2028 0 0.0   0.0   0 0.0   $0.00 0
2029 34,065 12.4   12.4 1,496,394 11.5   $43.93   1
2030 10,879 4.0   16.4 554,665 4.3   $50.98   1
2031 14,836 5.4   21.8 678,480 5.2 $45.73   1
2032 69,469 25.3   47.0 3,974,605 30.6   $57.21   5
2033 25,300 9.2   56.2   1,124,091 8.6   $44.43   1
2034 0 0.0   56.2 0 0.0   $0.00   0
2035 & Thereafter 120,209 43.8   100.0   5,168,982 39.8   $43.00   1
Vacant 0 0.0   100.0  NAP NAP   NAP     NAP
     Total / Wtd. Avg. 274,758 100.00 % $12,997,217 100.0 % $47.30   10
(1)Based on the underwritten rent roll dated April 9, 2024, with rent steps for the executed General Services Administration lease through May 31, 2025.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the related lease and are not considered in the rollover schedule.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 57 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Sunroad Centrum Property:

Cash Flow Analysis
2021 2022 2023 TTM 2/29/2024 U/W U/W Per SF
Base Rent(1) $744,300 $4,192,023 $6,695,870 $6,853,922 $12,997,217 $47.30
Total Commercial Reimbursement Revenue  301,335  13,870  11,611  9,115 111,736 $0.41
Parking Income 0   3,812  6,486  6,436 72,000 $0.26
Other Revenue  43,680  7,870  23,570  26,774 66,000 $0.24
Gross Potential Rent $1,089,315 $4,217,575 $6,737,537 $6,896,247 $13,246,953 $48.21
Vacancy/Credit Loss 0 0 0 3,078 (507,278) ($1.85)
Effective Gross Income $1,089,315 $4,217,575 $6,737,537 $6,899,325 $12,739,675 $46.37
Real Estate Taxes(2) 617,323 754,641 767,579 771,027 931,798 $3.39
Insurance 203,627 252,140 307,976 316,814 353,346 $1.29
Utilities 410,951 397,289 548,363 565,623 328,880 $1.20
Repairs & Maintenance 298,682 420,117 785,375 811,067 1,088,155 $3.96
Management Fee 31,117 58,190 176,096 188,249 382,190 $1.39
General and Administrative - Direct 442,235 429,384 373,794 382,673 360,697 $1.31
Total Expenses 2,003,935 2,311,761 2,959,182 3,035,453 3,445,066 $12.54
Net Operating Income(3) ($914,620) $1,905,814 $3,778,355 $3,863,872 $9,294,609 $33.83
Capital Expenditures 0 0 0 0 54,952 $0.20
TI/LC 0 0 0 0 194,873 $0.71
Net Cash Flow ($914,620) $1,905,814 $3,778,355 $3,863,872 $9,044,784 $32.92
Occupancy 9.1% 47.1% 50.9% 56.2% 100.0%
NCF DSCR(4) (0.14x) 0.29x 0.57x 0.58x 1.37x
NOI Debt Yield(4) (1.1%) 2.3% 4.6% 4.7% 11.3%
(1)U/W Base Rent reflects In-place rent as of April 9, 2024 and executed GSA lease with rent steps through May 31, 2025.
(2)U/W Real Estate Taxes is based on Proposition 13 Tax evaluation derived as 1.13% of the loan amount.
(3)The increase from TTM 2/29/2024 NOI to U/W NOI is due to higher underwritten occupancy than the occupancy during the TTM 2/29/2024 period. The TTM 2/29/2024 period does not include any income from the General Services Administration tenant which is expected to take occupancy in June 2024.
(4)Calculated based on the Sunroad Centrum Whole Loan.

Appraisal. According to the appraisal, the Sunroad Centrum Property had an “as-is” appraised value of $122,000,000 as of July 13, 2023.

Appraisal Valuation Summary(1)
Property Appraised Value Capitalization Rate
Sunroad Centrum $122,000,000 6.25%
(1)Source: Appraisal.

Environmental Matters. According to the Phase I environmental report, dated July 27, 2023, there was no evidence of any recognized environmental conditions or controlled recognized environmental conditions at the Sunroad Centrum Property.

The Market. The Sunroad Centrum Property is located in the east portion of the Kearny Mesa business district, which is a part of the larger city of San Diego. Kearny Mesa is known mainly as a major industrial, office and commercial area centrally located within the San Diego metropolitan area.

According to a third-party market research report, there is approximately 11.6 million SF of office space in the Kearny Mesa submarket, with a vacancy rate of 7.8% as of April 2024.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 58 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

The Borrowers and the Borrower Sponsor. The borrower for the Sunroad Centrum Whole Loan is Sunroad Centrum Office One Partners, L.P., a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Sunroad Centrum Whole Loan. The borrower sponsor and non-recourse carveout guarantor is Sunroad Holding Corporation, a California corporation. Sunroad Holding Corporation is a diversified privately owned holding company and holds numerous real estate and multifamily assets across locations in California, Colorado and Oklahoma. Sunroad Holding Corporation primarily focuses on multifamily buildings.

Property Management. The Sunroad Centrum Property is managed by Sunroad Asset Management, Inc., a California corporation, or may be managed by any other management company approved by the lender (the “Property Manager”).

Initial and Ongoing Reserves. At origination, the borrower deposited approximately (A) $133,544 into a real estate tax reserve, (B) $274,758 into a capital expenditures reserve and (C) $6,166,026 into an unfunded obligations reserve (comprised of approximately $2,936,209 for the TI/LC portion and approximately $3,229,817 for the free rent and gap rent portion of such reserve).

Tax Reserves – The borrower is required to escrow, on a monthly basis, 1/12th of the annual estimated tax payments payable during the next ensuing 12 months, an amount currently equal to approximately $66,772.

Insurance Reserves – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the annual estimated insurance payments, except if the Sunroad Centrum Property is insured under a blanket policy meeting the requirements set forth in the related loan agreement (in which case, no insurance escrows will be required).

Capital Expenditures Reserve – To the extent the amount contained in the capital expenditures reserve is less than $274,758, the borrower is required to escrow, on a monthly basis, an amount equal to approximately $6,869.50 for capital expenditures.

Critical Tenant Reserve – The lender will maintain a critical tenant reserve account following a Critical Tenant Trigger Event (as defined below). If a Trigger Period (as defined below) occurs as a result of a Critical Tenant Trigger Event, the borrower is required to deposit all excess cash flow into the critical tenant reserve account, provided, to the extent the cash management account has not yet been established as of any payment date, the borrower is required to deposit into the critical tenant reserve, as of such payment date, all excess cash flow (as evidenced by monthly operating statements delivered to the lender) which would otherwise be deposited into such cash management account, in accordance with the loan agreement. Upon the request of the borrower, provided that no Trigger Period or event of default is continuing, the lender is required to disburse the balance of funds on deposit in the critical tenant reserve account to the borrower provided that: (i) the applicable Critical Tenant Disbursement Conditions (as defined below) have been satisfied and (ii) the borrower delivered to the lender an officer’s certificate confirming that (A) such applicable Critical Tenant Disbursement Conditions have been satisfied and (B) there is no continuing Trigger Period or event of default.

"Critical Tenant" means any of the following: (i) GSA and (ii) any future tenant that enters a lease for more than 20,000 square feet of rentable space or which lease accounts for 15% or more of the annual revenue for the Sunroad Centrum Property.

"Critical Tenant Disbursement Conditions" means the satisfaction of the following conditions: (a) as it relates to a Critical Tenant Bankruptcy Trigger Event (as defined below), the occurrence of any of the following: (1) any bankruptcy case is dismissed, the Critical Tenant and its lease guarantor is no longer deemed legally insolvent and any general assignment for the benefit of creditors is legally withdrawn without, in any case, any negative impact on the applicable Critical Tenant Lease and the Critical Tenant thereunder is paying normal monthly rent and is otherwise in compliance with the terms of its Critical Tenant Lease and having provided an updated estoppel certificate acceptable to the lender, (2) the applicable Critical Tenant will have assumed its Critical Tenant Lease during the bankruptcy proceeding, is paying normal monthly rent and is otherwise in compliance with the terms thereof and having provided an updated estoppel certificate acceptable to the lender or (3) such Critical Tenant Lease will be terminated and the entirety of the applicable Critical Tenant Space being subject to one or more approved substitute leases; (b) as it relates to a Critical Tenant Vacating Trigger Event (as defined below), either (1) the lender is provided with evidence reasonably satisfactory to the lender that the applicable Critical Tenant has recommenced its business and operations in all or substantially all of its Critical Tenant Space, is paying full monthly rent, and has provided an updated estoppel certificate satisfactory to the lender or (2) the entirety of the applicable Critical Tenant Space being subject to one or more approved substitute leases; and (c) as it relates to a Critical Tenant Default Trigger Event (as defined below), either (1) such event of default has been cured, as determined in the reasonable discretion of the lender and no events of default will exist under the applicable Critical Tenant Lease for a consecutive period of no less than three months, or (2) the applicable Critical Tenant Lease will be terminated and the entirety of the related Critical Tenant Space being subject to one or more approved substitute leases. 

"Critical Tenant Lease" means any current or future lease with a Critical Tenant.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 59 

 

Office – CBD

8620 Spectrum Center Boulevard

San Diego, CA 92123

 

Collateral Asset Summary – Loan No. 3

Sunroad Centrum

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$70,000,000

67.6%

1.37x

11.3%

"Critical Tenant Trigger Event" means the occurrence of any of the following: (x) the date of the filing of a bankruptcy petition by or against any Critical Tenant or the guarantor under its Critical Tenant Lease under the bankruptcy code or any such Critical Tenant or guarantor is deemed legally insolvent or otherwise makes a general assignment for the benefit of creditors (such Critical Tenant Trigger Event described in this clause (x), a "Critical Tenant Bankruptcy Trigger Event"); (y) the date that any Critical Tenant either (i) terminates its Critical Tenant Lease or gives written notice of an intent to terminate such Critical Tenant Lease or to vacate or discontinue its operations in 50% or more of its leased premises subject to the related Critical Tenant Lease (each, a "Critical Tenant Space") and it is within 12 months of the date it intends to vacate or discontinue its operations or (ii) unless the Critical Tenant or its lease guarantor has a long term credit rating of "BBB-" by S&P and the equivalent rating by the other rating agencies and is otherwise in compliance with the terms of its Critical Tenant Lease in all material respects (including the timely payment of all applicable rental amounts) and there are more than 12 months prior to the expiration of its Critical Tenant Lease and the maturity date, discontinues its operations in 50% or more of its Critical Tenant Space excluding any temporary discontinuance of its business (A) for a period not to exceed 30 consecutive days and not more than 90 days in any 12-month period so long as the applicable Critical Tenant is otherwise in compliance with the terms of its Critical Tenant Lease in all material respects (including the timely payment of all applicable rental amounts), (B) caused solely by casualty or condemnation or renovations or alterations undertaking pursuant to the terms of its Critical Tenant Lease and which discontinuance does not extend for a period in excess of 90 consecutive days or (C) caused by force majeure (such Critical Tenant Trigger Event described in this clause (y), a "Critical Tenant Vacating Trigger Event"); or (z) the occurrence of an event of default by the borrower, as landlord, or a Critical Tenant under any Critical Tenant Lease beyond any applicable cure or grace period (such Critical Tenant Trigger Event described in this clause (z), a "Critical Tenant Default Trigger Event").

A “Trigger Period” means (a) each period that (i) commences when the debt service coverage ratio (“DSCR”), determined as of the first day of any fiscal quarter, is less than 1.10x (each, a "DSCR Trigger Event"), and the borrower has not timely made the cash deposit into an excess cash flow reserve account held by the lender or deposited with the lender a letter of credit following the lender’s notification of such DSCR Trigger Event as described in the loan agreement, and (ii) concludes when DSCR is equal to or greater than 1.10x as of the first day of two consecutive fiscal quarters thereafter, or when an appropriate deposit of cash is made to the excess cash flow reserve account held by the lender or a letter of credit is deposited with the lender as permitted pursuant to the loan agreement, whichever is earlier; (b) if the financial reports required under the loan agreement are not delivered to the lender as and when required thereunder, subject in any event to the notice and cure period specified in the loan agreement, a Trigger Period will be deemed to have commenced and be ongoing, unless and until such reports are delivered and they indicate that, in fact, no Trigger Period is ongoing; and (c) any period from (i) the occurrence of a Critical Tenant Trigger Event to (ii) the satisfaction of the applicable Critical Tenant Disbursement Conditions.

Lockbox / Cash Management. The Sunroad Centrum Whole Loan is structured with a hard lockbox and springing cash management. The borrower is required to direct the tenants to pay rent directly into the lockbox account, and to deposit any rents otherwise received in such account by the end of the first business day after receipt. During the continuance of a Cash Management Period (as defined below), all funds in the lockbox account are required to be swept at the end of each business day to a lender-controlled cash management account. Funds in the cash management account are required to be applied to debt service and the reserves and escrows described above, with any excess funds (i) to be deposited into an excess cash flow reserve account held by the lender as cash collateral for the Sunroad Centrum Whole Loan, or (ii) if no Cash Management Period is continuing, absent a continuing event of default, disbursed to an operating account maintained by the borrower or the Property Manager.

"Cash Management Period" means any of the following periods: (i) the period from the commencement of a Trigger Period until the earlier to occur of the end of such Trigger Period or the indebtedness due under the Sunroad Centrum Whole Loan documents is paid in full; or (ii) the period from the occurrence of an event of default until the earlier to occur of such event of default ceasing to exist or the indebtedness due under the Sunroad Centrum Whole Loan documents being paid in full. A Cash Management Period will not be terminated unless, at the time the borrower satisfies the conditions for termination of the applicable Cash Management Period as set forth in clause (i) or clause (ii) above, there is no continuing event of default and no other event has occurred which would cause an additional Cash Management Period as described above. In the event that a Cash Management Period is terminated as set forth in clause (i) or clause (ii) above, a Cash Management Period will be reinstated upon the subsequent occurrence of a Trigger Period or event of default.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 60 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 61 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 62 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

Mortgage Loan Information Properties Information
Loan Seller: CREFI Single Asset / Portfolio: Portfolio
Loan Purpose: Acquisition Properties Type – Subtype: Self Storage – Self Storage
Borrower Sponsor(s): Robert Moser Collateral: Fee
Borrower(s)(1): Various Location(5): Various, NY
Original Balance(2): $57,500,000 Year Built / Renovated(5): Various / Various
Cut-off Date Balance(2): $57,500,000 Property Management: Prime Group Holdings LLC
% by Initial UPB: 7.0% Size: 826,261 SF
Interest Rate: 6.23000% Appraised Value / Per SF: $219,500,000 / $266
Note Date: February 27, 2024 Appraisal Date: January 31, 2024
Original Term: 60 months Occupancy: 89.6% (as of January 2, 2024)
Amortization: Interest Only UW Economic Occupancy: 86.4%
Original Amortization: NAP Underwritten NOI: $12,291,780
Interest Only Period: 60 months Underwritten NCF: $12,132,398
First Payment Date: April 6, 2024
Maturity Date: March 6, 2029 Historical NOI
Additional Debt Type(2): Pari Passu Most Recent NOI: $11,746,875 (TTM December 31, 2023)
Additional Debt Balance(2): $80,000,000 2022 NOI: $11,015,379
Call Protection: L(26),D(28),O(6) 2021 NOI: $10,447,567
Lockbox / Cash Management: Soft / Springing 2020 NOI(6): NAV
Reserves(3) Financial Information(2)
Initial Monthly Cap Cut-off Date Loan / SF: $166
Taxes: $420,005 $105,001 NAP Maturity Date Loan / SF: $166
Insurance: $11,373 $5,686 NAP Cut-off Date LTV: 62.6%
Replacement Reserves: $0 $11,183 NAP Maturity Date LTV: 62.6%
TI / LC: $0 $0 NAP UW NOI DY: 8.9%
Deferred Maintenance: $623,732 $0 NAP UW NCF DSCR: 1.40x
Environmental Reserve: $118,125 $0 NAP
Other Reserve(4): $0 Springing NAP
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
 Whole Loan(2) $137,500,000 60.1 %   Purchase Price $213,000,000 93.1
 Borrower Sponsor Equity 90,488,519 39.6   Closing Costs(7) 14,564,143 6.4  
 Other Sources 748,859 0.3   Upfront Reserves 1,173,236 0.5  
Total Sources $228,737,378 100.0 % Total Uses $228,737,378 100.0 %
(1)The borrowers are Prime Storage Fishkill, LLC, Prime Storage Route 9 Wappingers Falls, LLC, Prime Storage Highland, LLC, Prime Storage Route 9 Hyde Park, LLC, Prime Storage New Windsor, LLC, Prime Storage Pleasant Valley, LLC, Prime Storage Warwick, LLC, Prime Storage Neptune Road Poughkeepsie, LLC, Prime Storage Saugerties, LLC, Prime Storage Route 376 Wappingers Falls, LLC, Prime Storage Walden, LLC, Prime Storage Newburgh, LLC, Prime Storage Chester, LLC and Prime Storage Beacon, LLC.
(2)The Prime Storage - Hudson Valley Portfolio Mortgage Loan (as defined below) is part of the Prime Storage - Hudson Valley Portfolio Whole Loan (as defined below) which is comprised of five pari passu promissory notes with an aggregate original principal balance and cut-off date balance of $137,500,000. The Prime Storage - Hudson Valley Portfolio Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). The Financial Information in the chart above is based on the Prime Storage - Hudson Valley Portfolio Whole Loan.
(3)See “Initial and Ongoing Reserves” below.
(4)Other Reserve includes a springing Debt Service Coverage Ratio Cure Reserve. See “Initial and Ongoing Reserves” below.
(5)See “Portfolio Summary” below.
(6)2020 NOI is not available because the borrower sponsor recently acquired the Prime Storage – Hudson Valley Portfolio Properties (as defined below).
(7)Closing Costs include a rate buydown fee of $2,750,000.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 63 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

The Loan. The fourth largest mortgage loan (the “Prime Storage - Hudson Valley Portfolio Mortgage Loan”) is part of a whole loan (the “Prime Storage – Hudson Valley Portfolio Whole Loan”) secured by the borrowers’ fee interests in 14 self-storage properties, totaling 7,657 units and 826,261 square feet, located across Upstate New York (the “Prime Storage - Hudson Valley Portfolio Properties”). The Prime Storage - Hudson Valley Portfolio Whole Loan is evidenced by five promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $137,500,000. The Prime Storage - Hudson Valley Portfolio Whole Loan was originated on February 27, 2024 by CREFI and accrues interest at a fixed rate of 6.23000% per annum. The Prime Storage - Hudson Valley Portfolio Whole Loan has an initial term of five years and is interest-only for the full term. The scheduled maturity date of the Prime Storage - Hudson Valley Portfolio Whole Loan is the payment date that occurs on March 6, 2029. The Prime Storage - Hudson Valley Portfolio Whole Loan is evidenced by the non-controlling notes A-2 and A-3 with an aggregate outstanding principal balance as of the Cut-off Date of $57,500,000.

The table below summarizes the promissory notes that comprise the Prime Storage – Hudson Valley Portfolio Whole Loan. The relationship between the holders of the Prime Storage – Hudson Valley Portfolio Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Outside Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Prime Storage - Hudson Valley Portfolio Whole Loan will be serviced pursuant to the Benchmark 2024-V6 pooling and servicing agreement. See “Summary of Terms—Relevant Parties—Outside Servicers, Outside Special Servicers, Outside Trustees and Outside Custodians” and “Description of the Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” in the Preliminary Prospectus.

Whole Loan Summary
Note   Original Balance      Cut-off Date Balance Note Holder Controlling Piece
A-1 $60,000,000 $60,000,000 Benchmark 2024-V6 Yes
A-2 30,000,000 30,000,000 Benchmark 2024-V7 No
A-3 27,500,000 27,500,000 Benchmark 2024-V7 No
A-4 10,000,000 10,000,000 Benchmark 2024-V6 No
A-5 10,000,000 10,000,000 Benchmark 2024-V6 No
Whole Loan $137,500,000 $137,500,000

The Properties. The Prime Storage - Hudson Valley Portfolio Properties consist of 14 self storage properties, totaling 7,657 units and 826,261 square feet, located across Upstate New York. The Prime Storage - Hudson Valley Portfolio Properties were built between 1940 and 2024 and have an average facility size of approximately 59,019 square feet. The Prime Storage – Hudson Valley Portfolio Properties are located within a 35-mile radius in the Hudson Valley area of New York. The borrower sponsor recently acquired the Prime Storage – Hudson Valley Portfolio Properties for $213,500,000. As of January 2, 2024, the Prime Storage – Hudson Valley Portfolio Properties were 89.6% occupied with a revenue per available foot (“RevPAF”) of $19.43. The Prime Storage – Hudson Valley Portfolio Properties unit mix consists of 2,146 climate-controlled units totaling 214,642 square feet, 5,434 non climate-controlled units totaling 571,579 square feet, and 77 office units totaling 40,040 square feet. All of the office units are located at the Prime Storage – Poughkeepsie property and were 95.0% occupied as of January 2, 2024, accounting for approximately 4.9% of underwritten effective gross income. The Prime Storage – Hudson Valley Portfolio Properties also contain 33 parking spaces which account for approximately 0.3% of underwritten effective gross income. The Prime Storage – Hudson Valley Portfolio Properties feature a granular property mix with no individual Prime Storage – Hudson Valley Portfolio property accounting for over 16.0% of UW NOI or 13.7% of total net rentable area.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 64 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

The following table presents certain information relating to the Prime Storage - Hudson Valley Portfolio Properties:

Portfolio Summary
Property Name City, State Allocated Whole Loan Amounts ($) Total SF(1) Total Occ. %(1) Year Built / Renovation(2) As-is Appraised Value(2) UW NOI(1) % of UW NOI
Prime Storage - New Windsor New Windsor, NY $22,260,270 113,545 96.1% 2009-2024 / NAP $35,600,000 $1,972,042 16.0%
Prime Storage - Wappingers Falls Rt 376 Wappingers Falls, NY 15,361,480 82,800 93.9% 2002-2016 / NAP 23,800,000 1,371,265 11.2
Prime Storage - Wappingers Falls Rt 9 Wappingers Falls, NY 14,449,370 82,512 93.1% 1984 / NAP 21,200,000 1,330,403 10.8
Prime Storage - Hyde Park Hyde Park, NY 11,203,650 59,714 96.0% 1995-1999 / NAP 15,800,000 983,338 8.0
Prime Storage - Newburgh Newburgh, NY 10,541,930 63,320 95.9% 1999 / NAP 14,000,000 934,448 7.6
Prime Storage - Highland Highland, NY 9,602,800 58,114 94.5% 1985-2021 / NAP 12,800,000 848,443 6.9
Prime Storage - Beacon(3) Beacon, NY 9,014,770 71,853 46.9% 1956, 2023 / 2017 27,800,000 788,238 6.4
Prime Storage - Chester Chester, NY 8,894,640 50,675 90.5% 2002-2018 / NAP 12,900,000 785,817 6.4
Prime Storage - Fishkill Fishkill, NY 7,855,340 40,625 88.6% 1940, 1983 / 2020 12,100,000 697,213 5.7
Prime Storage - Warwick Warwick, NY 7,236,350 42,855 92.9% 1987-1997 / NAP 10,000,000 640,365 5.2
Prime Storage - Walden Walden, NY 6,458,370 43,375 89.1% 1995-1999 / NAP 9,400,000 576,988 4.7
Prime Storage - Poughkeepsie Poughkeepsie, NY 6,442,880 54,740 95.0% 1986 / NAP 10,700,000 612,314 5.0
Prime Storage - Saugerties Saugerties, NY 4,753,950 37,055 93.0% 2007-2021 / NAP 7,400,000 423,886 3.4
Prime Storage - Pleasant Valley Pleasant Valley, NY 3,424,200 25,078 93.0% 1976-1994 / NAP 6,000,000 327,021 2.7
Total / Wtd. Avg. $137,500,000 826,261 89.6% $219,500,000 $12,291,780 100.0%
(1)Based on the underwritten rent roll dated January 2, 2024. Total SF includes 40,040 SF of storage space currently being utilized as office space at the Prime Storage - Poughkeepsie property and 33 parking spots of which no square footage is attributed to. Total Occ. % presented above is based on total SF. Occupancy based on self storage units is 88.3%.
(2)Source: Appraisals.
(3)The Prime Storage – Beacon property was recently renovated by the seller to make all units climate controlled. The recently renovated units are currently in lease up.

The following table presents certain information relating to the unit mix at the Prime Storage - Hudson Valley Portfolio Properties:

Unit Mix(1)
Property Name Available Units % of Available Units Available SF % of Available SF % of Climate Controlled Self Storage Units % of Climate Controlled Self Storage SF Current Occupancy(2) December 2023 TTM RevPAF
Prime Storage - New Windsor 1,083 14.1% 113,545 13.7% 32.9%   34.7%   96.1% $21.25
Prime Storage - Wappingers Falls Rt 376 707 9.2% 82,800 10.0% 35.6%   38.0%   93.9% $20.37
Prime Storage - Wappingers Falls Rt 9 790 10.3% 82,512 10.0% 3.5%   2.3%   93.1% $20.38
Prime Storage - Hyde Park 678 8.9% 59,714 7.2% 0.7%   1.0%   96.0% $20.60
Prime Storage - Newburgh 514 6.7% 63,320 7.7% 23.2%   23.1%   95.9% $18.53
Prime Storage - Highland 580 7.6% 58,114 7.0% 20.9%   20.9%   94.5% $18.92
Prime Storage – Beacon(3) 802 10.5% 71,853 8.7% 100.0%   100.0%   46.9% $12.72
Prime Storage - Chester 398 5.2% 50,675 6.1% 35.2%   35.4%   90.5% $19.41
Prime Storage - Fishkill 401 5.2% 40,625 4.9% 5.5%   4.6%   88.6% $22.32
Prime Storage - Warwick 390 5.1% 42,855 5.2% 1.5%   1.2%   92.9% $18.52
Prime Storage - Walden 431 5.6% 43,375 5.2% 0.0%   0.0%   89.1% $16.52
Prime Storage - Poughkeepsie 283 3.7% 54,740 6.6% 72.1%   26.9%   95.0% $23.10
Prime Storage - Saugerties 335 4.4% 37,055 4.5% 23.9%   18.6%   93.0% $17.33
Prime Storage - Pleasant Valley 265 3.5% 25,078 3.0% 4.2%   2.5%   93.0% $21.73
Total / Wtd. Avg. 7,657 100.0% 826,261 100.0% 28.0%   26.0%   89.6% $19.43
(1)Based on the underwritten rent rolls dated January 2, 2024.
(2)Current Occupancy presented above is based on total SF. Current Occupancy based on the number of units is 88.3%.
(3)The Prime Storage – Beacon property was recently renovated by the seller to make all units climate controlled. The recently renovated units are currently in lease up.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 65 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Prime Storage - Hudson Valley Portfolio Properties:

Cash Flow Analysis(1)(2)
2021 2022 2023 UW UW Per SF
Storage Rental Income $13,068,543 $13,895,093 $14,367,995 $14,585,423 $17.65
Potential Income from Vacant Units 0 0 0 2,302,314 $2.79
Gross Potential Income $13,068,543 $13,895,093 $14,367,995 $16,887,737 $20.44
Economic Vacancy 0 0 0 (2,302,314) ($2.79)
Gross Potential Before Other Income $13,068,543 $13,895,093 $14,367,995 $14,585,423 $17.65
Other Income(3) 1,516,416 1,559,186 1,682,486 2,196,985 $2.66
Effective Gross Income $14,584,959 $15,454,279 $16,050,481 $16,782,408 $20.31
Management Fee 583,398 618,171 642,019 671,296 $0.81
Payroll & Benefits 920,775 904,485 756,574 807,520 $0.98
Utilities 311,465 316,799 373,491 422,748 $0.51
Repairs & Maintenance 472,751 607,692 570,104 592,250 $0.72
Marketing & Advertising 71,757 81,690 87,760 95,790 $0.12
General & Administrative 537,977 619,331 539,355 565,470 $0.68
Insurance 108,379 122,391 150,889 152,781 $0.18
Real Estate Taxes 1,130,890 1,168,341 1,183,414 1,182,773 $1.43
Total Expenses $4,137,392 $4,438,900 $4,303,606 $4,490,628 $5.43
Net Operating Income $10,447,567 $11,015,379 $11,746,875 $12,291,780 $14.88
Replacement Reserves 0 0 0 134,192 $0.16
TI/LC 0 0 0 25,190 $0.03
Net Cash Flow $10,447,567 $11,015,379 $11,746,875 $12,132,398 $14.68
Occupancy(4) 98.9% 97.3% 90.5% 86.4%
NOI Debt Yield(5) 7.6% 8.0% 8.5% 8.9%
NCF DSCR(5) 1.20x 1.27x 1.35x 1.40x
(1)Based on the underwritten rent roll dated January 2, 2024.
(2)2020 financial information is not available because the borrower sponsor recently acquired the Prime Storage – Hudson Valley Portfolio Properties. Other Income consists of insurance income, commercial income and commercial recoveries.
(3)Other Income is primarily comprised of office income.
(4)Underwritten occupancy is based on the economic occupancy. The decrease in occupancy between 2022 and 2023 is because of new unit additions at Prime Storage - Beacon.
(5)NCF DSCR and NOI Debt Yield are based on the Prime Storage – Hudson Valley Portfolio Whole Loan.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 66 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

Appraisals. According to the appraisals prepared in connection with the origination of the Prime Storage - Hudson Valley Portfolio Whole Loan, the appraiser concluded to an aggregate “as-is” appraised value of $219,500,000 as of January 31, 2024.

Prime Storage - Hudson Valley Portfolio Appraised Value(1)
Property Value Capitalization Rate
Prime Storage - New Windsor $35,600,000 5.75%
Prime Storage - Wappingers Falls Rt 376 $23,800,000 5.50%
Prime Storage - Wappingers Falls Rt 9 $21,200,000 5.50%
Prime Storage - Hyde Park $15,800,000 5.75%
Prime Storage - Newburgh $14,000,000 5.75%
Prime Storage - Highland $12,800,000 5.75%
Prime Storage - Beacon $27,800,000 5.75%
Prime Storage - Chester $12,900,000 5.75%
Prime Storage - Fishkill $12,100,000 5.75%
Prime Storage - Warwick $10,000,000 5.75%
Prime Storage - Walden $9,400,000 5.75%
Prime Storage - Poughkeepsie $10,700,000 6.25%
Prime Storage - Saugerties $7,400,000 6.00%
Prime Storage - Pleasant Valley $6,000,000 5.75%
Total / Wtd. Avg. $219,500,000 5.73%
(1)   Source: Appraisals.

Environmental Matters. The Phase I environmental reports, dated January 3, 2024, identified recognized environmental conditions at the Prime Storage – Fishkill property associated with the presence of two underground storage tanks. The Phase I environmental reports also identified elevated levels of various constituents in potable water wells at the following Prime Storage – Hudson Valley Portfolio Properties: (1) Prime Storage - Wappingers Falls Rt 376 (elevated levels of total coliform); (2) Prime Storage - Warwick (elevated levels of chloride and ion); (3) Prime Storage - Pleasant Valley (elevated levels of iron); (4) Prime Storage - Hyde Park (elevated levels of chloride); (5) Prime Storage - Fishkill (elevated levels of cadmium, chloride, lead, and total coliform); and (6) Prime Storage - Chester (elevated levels of iron). To address those findings related to total coliform, the Phase I ESA consultant recommended determining the source of the total coliform and/or removing the bacteria via treatment with an appropriate disinfectant, such as bleach or chlorine. In connection with the origination of the Prime Storage - Hudson Valley Portfolio Whole Loan, the borrowers and the guarantor executed an environmental indemnity agreement. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 67 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

The Market. The Prime Storage - Hudson Valley Portfolio Properties are located within the Hudson Valley region of New York State across Ulster, Dutchess and Orange Counties. The following table includes information regarding the demographics of each immediate trade area for the individual Prime Storage – Hudson Valley Portfolio Properties:

Demographic Summary(1)
Population Median Household Income
Property Name Location 3-Mile 5-Mile 3-Mile 5-Mile
Prime Storage - New Windsor New Windsor, NY 58,290 100,536 $71,044 $82,989
Prime Storage - Wappingers Falls Rt 376 Wappingers Falls, NY 21,872 69,784 $117,861 $107,302
Prime Storage - Wappingers Falls Rt 9 Wappingers Falls, NY 30,454 74,360 $92,060 $100,488
Prime Storage - Hyde Park Hyde Park, NY 22,273 78,453 $83,773 $66,002
Prime Storage - Newburgh Newburgh, NY 40,097 91,205 $83,667 $83,606
Prime Storage - Highland Highland, NY 41,604 80,627 $55,733 $68,263
Prime Storage - Beacon Beacon, NY 35,349 84,632 $88,997 $81,841
Prime Storage - Chester Chester, NY 9,861 35,612 $127,901 $115,083
Prime Storage - Fishkill Fishkill, NY 36,662 73,669 $88,194 $95,899
Prime Storage - Warwick Warwick, NY 12,570 30,989 $108,571 $111,682
Prime Storage - Walden Walden, NY 14,719 32,579 $87,423 $94,571
Prime Storage - Poughkeepsie Poughkeepsie, NY 28,946 100,786 $104,095 $78,582
Prime Storage - Saugerties Saugerties, NY 13,733 24,450 $70,134 $77,202
Prime Storage - Pleasant Valley Pleasant Valley, NY 9,697 24,677 $89,965 $92,878
Wtd. Avg. (based on UW NOI) 31,286 72,285 $90,064 $89,860
(1)Source: Appraisals.

The Borrowers and the Borrower Sponsor. The borrowers are Prime Storage Fishkill, LLC, Prime Storage Route 9 Wappingers Falls, LLC, Prime Storage Highland, LLC, Prime Storage Route 9 Hyde Park, LLC, Prime Storage New Windsor, LLC, Prime Storage Pleasant Valley, LLC, Prime Storage Warwick, LLC, Prime Storage Neptune Road Poughkeepsie, LLC, Prime Storage Saugerties, LLC, Prime Storage Route 376 Wappingers Falls, LLC, Prime Storage Walden, LLC, Prime Storage Newburgh, LLC, Prime Storage Chester, LLC and Prime Storage Beacon, LLC, each a Delaware limited liability company. Each borrower is a 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 Prime Storage - Hudson Valley Portfolio Whole Loan.

The non-recourse carveout guarantor is Robert Moser. Robert Moser founded Prime Group Holdings in 2013 and currently serves as the CEO. Mr. Moser has more than 25 years of experience as an owner, operator and investor in niche real estate assets, including self storage, manufactured home communities and recreation vehicle resorts. Headquartered in Saratoga Springs, New York, Prime Group Holdings is a full-service vertically integrated real estate owner-operator focused on acquiring and adding value to self storage facilities located throughout North America. See “Description of the Mortgage Pool—Litigation and Other Legal Considerations” in the Preliminary Prospectus.

Property Management. The Prime Storage - Hudson Valley Portfolio Properties are managed by Prime Group Holdings LLC, a borrower affiliated property management company.

Initial and Ongoing Reserves. At origination of the Prime Storage - Hudson Valley Portfolio Whole Loan, the borrowers deposited approximately (i) $420,005 into a reserve account for real estate taxes, (ii) $11,373 into a reserve account for insurance premiums, (iii) $118,125 into an environmental reserve and (iv) $623,732 into a reserve account for deferred maintenance.

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 (initially estimated to be approximately $105,001).

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 68 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

Insurance Reserve. The borrowers are required to deposit into an insurance reserve, 1/12th of an amount which would be sufficient to pay the insurance premiums with respect to the insurance policies which cover solely the Prime Storage - Hudson Valley Portfolio Properties and, at the option of the lender, if the insurance policies which cover the Prime Storage - Hudson Valley Portfolio Properties and any non-collateral properties do not constitute an approved blanket or umbrella policy pursuant to the Prime Storage - Hudson Valley Portfolio Whole Loan documents, or the lender requires the applicable borrowers to obtain a separate policy, 1/12th of an amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage afforded by such policies upon the expiration thereof (initially estimated to be approximately $5,686).

Replacement Reserve. The borrowers are required to deposit into a replacement reserve, on a monthly basis, an amount equal to 1/12th of $0.10 per rentable square foot at the Prime Storage - Hudson Valley Portfolio Properties (initially estimated to be approximately $11,183 per month).

Debt Service Coverage Ratio Cure Reserve – In the event the borrowers deliver to the lender any Debt Service Coverage Ratio Cure Collateral (as defined below) in accordance with the terms of the Prime Storage - Hudson Valley Portfolio Whole Loan documents, the lender will deposit such cash Debt Service Coverage Ratio Cure Collateral into a debt service coverage ratio cure reserve account. If the debt service coverage ratio is equal to or greater than 1.15x for two calendar quarters (without regard to any such Debt Service Coverage Ratio Cure Collateral), and provided no event of default under the related Prime Storage - Hudson Valley Portfolio Whole Loan documents has occurred and is continuing and no Trigger Period (as defined below) then exists, funds on deposit in such account will be disbursed to the borrowers and any Debt Service Coverage Ratio Cure Collateral in the form of a letter of credit will be returned to the borrowers.

Lockbox / Cash Management. The Prime Storage - Hudson Valley Portfolio Whole Loan is structured with a soft lockbox and springing cash management. The borrowers are required to establish segregated lockbox accounts for the Prime Storage – Hudson Valley Portfolio Properties (individually or collectively as the context may require, the “Restricted Account”) and, upon a Trigger Period, the lender will establish, on the borrowers’ behalf, a cash management account and an account into which the borrowers will be required to deposit, or cause to be deposited the amounts required for the payment of debt service under the Prime Storage - Hudson Valley Portfolio Whole Loan. The Restricted Account is subject to an account control agreement in favor of the lender. All revenues from the Prime Storage - Hudson Valley Portfolio Properties are required to be deposited by the borrowers or property manager into the applicable Restricted Account within one business day of the borrowers’ or property manager’s receipt thereof. So long as a Trigger Period has not occurred and is not continuing, all amounts on deposit in the Restricted Account will be disbursed to or at the direction of the borrowers as directed by the borrowers in accordance with the account control agreement for the Restricted Account. Upon the occurrence and continuance of a Trigger Period, all amounts on deposit in the Restricted Account will be transferred on each business day into the cash management account and will be applied as provided in the Prime Storage - Hudson Valley Portfolio Whole Loan documents.

Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the Prime Storage – Hudson Valley Portfolio Whole Loan documents, and (ii) the date that the debt service coverage ratio falls below 1.10x and (B) expiring upon (x) with regard to clause (A)(i) above, the cure (if applicable) of such event of default, and (y) with regard to clause (A)(ii) above, the earlier of (1) the date that the debt service coverage ratio is equal to or greater than 1.15x for two consecutive calendar quarters (the satisfaction of this clause (B)(y)(1), a “Debt Service Coverage Ratio Cure”) and (2) the date upon which (A) prior to the Prepayment Release Date (as defined below), the borrowers deposit into the debt service coverage ratio cure reserve account the Debt Service Coverage Ratio Cure Amount (as defined below) and (B) on and after the Prepayment Release Date, the borrowers have prepaid the Prime Storage - Hudson Valley Portfolio Whole Loan in an amount equal to the applicable Debt Service Coverage Ratio Cure Amount. Notwithstanding the foregoing, a Trigger Period will not be deemed to expire in the event that a Trigger Period then exists for any other reason.

Prepayment Release Date” means the payment date in October 2028.

Debt Service Coverage Ratio Cure Amount” means, with respect to a cure of a Trigger Period commenced in accordance with clause (A)(ii) of the definition thereof, an amount that, if applied to the reduction of the Prime Storage - Hudson Valley Portfolio Whole Loan, would result in a Debt Service Coverage Ratio Cure (without any obligation for the applicable debt service coverage ratio to be satisfied for two consecutive calendar quarters). 

Debt Service Coverage Ratio Cure Collateral” means cash or an acceptable letter of credit in an amount equal to the applicable Debt Service Coverage Ratio Cure Amount.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 69 

 

Self Storage – Self Storage

Various

Various, New York

 

Collateral Asset Summary – Loan No. 4

Prime Storage - Hudson Valley
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$57,500,000

62.6%

1.40x

8.9%

Release of Collateral. Provided that no event of default is continuing under the Prime Storage - Hudson Valley Portfolio Whole Loan documents (I) at any time (a) after the earlier of (x) February 27, 2028 and (y) the date that is two years after the closing date of the securitization that includes the last note to be securitized, and (b) before the Prepayment Release Date, the borrowers may deliver defeasance collateral and obtain release of one or more individual Prime Storage – Hudson Valley Portfolio Properties, and (II) at any time on or after the Prepayment Release Date and prior to the maturity date of the Prime Storage - Hudson Valley Portfolio Whole Loan, the borrowers may partially prepay the Prime Storage - Hudson Valley Portfolio Whole Loan and obtain release of one or more individual Prime Storage – Hudson Valley Portfolio Properties, in each case, provided that, among other conditions, (i) the defeasance collateral or partial prepayment, as applicable, is in an amount equal to the greater of (a) 120% of the allocated loan amount for the individual Prime Storage – Hudson Valley Portfolio property, and (b) lender’s allocation of 100% of the net sales proceeds applicable to such individual Prime Storage – Hudson Valley Portfolio property, (ii) the borrowers deliver a REMIC opinion, and (iii) as of the date of notice of the partial release and the consummation of the partial release (whether by partial prepayment or partial defeasance), after giving effect to the release, the debt service coverage ratio with respect to the remaining Prime Storage - Hudson Valley Portfolio Properties is equal to or greater than the greater of (a) 1.42x, and (b) the debt service coverage ratio for all of the Prime Storage – Hudson Valley Portfolio Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable; provided, that, in the event such condition is not satisfied, the borrowers must, in addition to the amounts payable pursuant to clause (i) above, (1) on and after the Prepayment Release Date, prepay the Prime Storage - Hudson Valley Portfolio Whole Loan in an amount which would satisfy such condition, together with, without limitation, any interest shortfall applicable thereto and (2) prior to the Prepayment Release Date, the borrowers must have deposited with the lender cash or an acceptable letter of credit in an amount that, if applied to the reduction of the Prime Storage - Hudson Valley Portfolio Whole Loan, would result in, a debt service coverage ratio equal to or greater than 1.15x for two consecutive calendar quarters.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 70 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 71 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 72 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

Mortgage Loan Information Property Information
Loan Seller: GACC Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance Property Type - Subtype: Hospitality – Limited Service/Extended Stay
Borrower Sponsor(s): Daniel Grimm Collateral: Fee
Borrower(s): Grimm Norton 2 LLC Location: Las Vegas, NV
Original Balance: $46,000,000 Year Built / Renovated: 2020 / NAP
Cut-off Date Balance: $46,000,000 Property Management: Donohoe Hospitality Services LLC
% by Initial UPB: 5.6% Size: 250 Rooms
Interest Rate: 7.93000% Appraised Value / Per Room: $73,100,000 / $292,400
Note Date: March 28, 2024 Appraisal Date: February 16, 2024
Original Term: 60 months Occupancy: 80.6% (as of February 29, 2024)
Amortization: Interest Only UW Economic Occupancy: 80.6%
Original Amortization: NAP Underwritten NOI: $6,638,700
Interest Only Period: 60 months Underwritten NCF: $6,029,259
First Payment Date: May 6, 2024
Maturity Date: April 6, 2029 Historical NOI
Additional Debt Type: NAP Most Recent NOI: $6,696,644 (TTM February 29, 2024)
Additional Debt Balance: NAP 2023 NOI(2): $6,034,243
Call Protection: L(25),D(28),O(7) 2022 NOI(2): $4,802,654
Lockbox / Cash Management: Hard / Springing 2021 NOI(2): $2,719,687
Reserves(1) Financial Information
Initial Monthly Cap Cut-off Date Loan Per Room: $184,000
Taxes: $25,227 $25,227 NAP Maturity Date Loan Per Room: $184,000
Insurance: $0 Springing NAP Cut-off Date LTV: 62.9%
FF&E Reserve: $0 4% of Gross Revenue $2,000,000 Maturity Date LTV: 62.9%
UW NOI DY: 14.4%
UW NCF DSCR: 1.63x
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $46,000,000 100.0% Loan Payoff $45,016,398 97.9 %  
Closing Costs 640,347 1.4  
Return of Equity 318,029 0.7  
Upfront Reserves 25,227 0.1  
Total Sources $46,000,000 100.0% Total Uses $46,000,000 100.0 %
(1)See “Initial and Ongoing Reserves” below.
(2)The increases from 2021 to 2022 NOI and 2022 to 2023 NOI are due to ramp up of conventions and travel in the aftermath of the COVID-19 pandemic.

The Loan. The fifth largest mortgage loan (the “Hilton Dual Brand Las Vegas Mortgage Loan”) is secured by the borrower’s fee interest in a 250-room dual-branded, limited service and extended stay hospitality property located in Las Vegas, Nevada (the “Hilton Dual Brand Las Vegas Property”). The Hilton Dual Brand Las Vegas Mortgage Loan was originated on March 28, 2024 by German American Capital Corporation (“GACC”) and accrues interest at a fixed rate of 7.93000% per annum. The Hilton Dual Brand Las Vegas Mortgage Loan has an initial term of five-years and is interest-only for the full term. The scheduled maturity date of the Hilton Dual Brand Las Vegas Mortgage Loan is the payment date that occurs on April 6, 2029.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 73 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

The Property. The Hilton Dual Brand Las Vegas Property is a dual-branded, Hilton-affiliated lodging facility located at 755 Sierra Vista Drive, Las Vegas, Nevada directly across from the 4.6 million square foot Las Vegas Convention Center. The Hilton Dual Brand Las Vegas Property consists of a 150-room Hampton Inn & Suites limited-service hotel (the “Hampton Inn & Suites Las Vegas Property) and a 100-room Home2Suites extended-stay hotel (the “Home2Suites Las Vegas Property). Each of the Hampton Inn & Suites Las Vegas Property and the Home2Suites Las Vegas Property is party to a franchise agreement with Hilton Franchise Holding LLC expiring on September 30, 2039. The Hilton Dual Brand Las Vegas Property features a six-story building built in 2020 and situated on a 2.46 acre site. Shared facilities and amenities at the dual branded hotel include an on-site lounge offering a full bar and light menu, an outdoor resort-style swimming pool, a fitness center, a business center, a market pantry, 1,100 square feet of meeting space and guest parking in a two-story secured parking garage with 225 parking spaces. Guestrooms are located on levels two through six of the Hilton Dual Brand Las Vegas Property. The room mix for the Hampton Inn & Suites Las Vegas Property comprises 38 standard King units, 76 Queen/Queen units and 36 King Suite units. The room mix for the Home2Suites Las Vegas Property comprises 61 King Studio units, 36 Queen/Queen Studio units and 3 King One-Bedroom suites.

The Hilton Dual Brand Las Vegas Property is the first of its kind dual-branded hotel in Nevada. The Hilton Dual Brand Las Vegas Property was awarded the 2020 New Build of the Year by Hilton. In 2021, the first full year of operations, RevPAR penetration for the Hampton Inn & Suites Las Vegas Property was 99.5%, increasing to 108.3% in 2022 and increasing to 112.6% in the trailing twelve months through January 2024. RevPAR penetration for the Home2Suites Las Vegas Property was 122.7% in 2021, 120.0% in 2022 and 121.0% in the trailing twelve months through January 2024. The Hampton Inn & Suites Las Vegas Property is ranked first of six in its competitive set in terms of occupancy and first of six in its competitive set in terms of overall RevPAR, while the Home2Suites Las Vegas Property is ranked first of six in its competitive set in terms of occupancy and first of six in its competitive set in terms of overall RevPAR.

The following table presents certain information relating to the estimated 2023 demand analysis with respect to the Hilton Dual Brand Las Vegas Property based on market segmentation, as provided by the appraisal:

Demand Segmentation(1)
Property Rooms Commercial/Government Meeting and Group Leisure Extended-Stay
Hilton Dual Brand Las Vegas 250 33.0% 13.0% 40.0% 15.0%
(1)Source: Appraisal.

The following table presents certain information relating to the current and historical occupancy, ADR and RevPAR at the Hampton Inn & Suites Las Vegas Property and its competitors:

Occupancy, ADR, RevPAR(1)
Hampton Inn & Suites Las Vegas Competitive Set(2) Penetration Factor
Period Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2021 56.0% $132.06 $74.00 58.3% $127.57 $74.35 96.1% 103.5% 99.5%
2022 74.8% $157.28 $117.59 67.4% $160.97 $108.54 110.9% 97.7% 108.3%
2023 78.8% $177.50 $139.89 70.5% $179.22 $126.43 111.7% 99.0% 110.6%
(1)Variances between the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the Hampton Inn & Suites Las Vegas Property are attributable to variances in reporting methodologies and/or timing differences.
(2)Occupancy, ADR and RevPAR for the Competitive Set are based on data provided by a third-party hospitality research report. The Competitive Set for 2021, 2022 and 2023 includes Embassy Suites Convention Center Las Vegas, Residence Inn Las Vegas Convention Center, Courtyard Las Vegas Convention Center, Hyatt Place Las Vegas and DoubleTree by Hilton Las Vegas East Flamingo.

The following table presents certain information relating to the current and historical occupancy, ADR and RevPAR at the Home2Suites Las Vegas Property and its competitors:

Occupancy, ADR, RevPAR(1)
Home2Suites Las Vegas Competitive Set(2) Penetration Factor
Period Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2021 71.7% $127.28 $91.26 58.3% $127.57 $74.35 123.0% 99.8% 122.7%
2022 80.3% $162.10 $130.23 67.4% $160.97 $108.54 119.1% 100.7% 120.0%
2023 82.4% $184.97 $152.49 70.5% $179.22 $126.43 116.9% 103.2% 120.6%
(1)Variances between the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the Home2Suites Las Vegas Property are attributable to variances in reporting methodologies and/or timing differences.
(2)Occupancy, ADR and RevPAR for the Competitive Set are based on data provided by a third-party hospitality research report. The Competitive Set for 2021, 2022 and 2023 includes Embassy Suites Convention Center Las Vegas, Residence Inn Las Vegas Convention Center. Courtyard Las Vegas Convention Center, Hyatt Place Las Vegas and DoubleTree by Hilton Las Vegas East Flamingo.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 74 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Hilton Dual Brand Las Vegas Property:

Cash Flow Analysis
2021 2022 2023 TTM
2/29/2024
UW UW Per Room(1)
Occupancy (%) 62.2% 77.1% 80.3% 80.6% 80.6%
ADR $130.19 $159.27 $180.67 $188.70 $188.7
RevPar $81.03 $122.85 $145.15 $152.09 $152.09
Rooms Revenue $7,394,357 $11,210,260 $13,245,227 $13,916,085 $13,916,085 $55,664  
Food & Beverage Revenue 130,793 392,713 437,007 430,023 430,023 $1,720  
Other Revenue(2) 386,561 594,429 695,432 889,919 889,919 $3,560  
Total Revenue $7,911,711 $12,197,402 $14,377,666 $15,236,027 $15,236,027 $60,944  
Rooms Expense $1,936,527 $2,714,603 $2,997,661 $3,024,908 $3,024,908 $12,100  
Food & Beverage Expense 135,540 311,659 352,070 355,845 355,845 $1,423  
Other Departmental Expenses 42,940 57,182 63,054 70,440 70,440 $282  
Departmental Expenses $2,115,007 $3,083,444 $3,412,786 $3,451,193 $3,451,193 $13,805  
Departmental Profit $5,796,704 $9,113,958 $10,964,881 $11,784,834 $11,784,834 $47,139  
Management Fee $197,709 $304,935 $359,333 $380,794 $457,081 $1,828  
Marketing and Franchise Fee 1,041,192 1,645,855 1,955,304 2,026,586 1,950,298 $7,801  
Other Undistributed Expenses(3) 1,571,754 1,948,269 2,240,503 2,292,711 2,292,711 $9,171  
Total Undistributed Expenses $2,810,655 $3,899,059 $4,555,140 $4,700,090 $4,700,090 $18,800  
Real Estate Taxes $167,531 $283,154 $250,070 $254,745 $293,909 $1,176  
Property Insurance 98,831 129,091 125,428 133,356 152,135 $609  
Net Operating Income(4) $2,719,687 $4,802,654 $6,034,243 $6,696,644 $6,638,700 $26,555  
FF&E 0 0 387,042 367,705 609,441 2,438  
Net Cash Flow $2,719,687 $4,802,654 $5,647,201 $6,328,939 $6,029,259 $24,117  
NCF DSCR 0.74x 1.30x 1.53x 1.71x 1.63x
NOI Debt Yield 5.9% 10.4% 13.1% 14.6% 14.4%
(1)UW Per Room is based on 250 rooms.
(2)Other Revenue consists of telephone, parking, spa and miscellaneous income.
(3)Other Undistributed Expenses consist of administrative and general expenses, repairs and maintenance, and utility expenses.
(4)The increases from 2021 to 2022 Net Operating Income and 2022 to 2023 Net Operating Income are due to ramp up of conventions and travel in the aftermath of the COVID-19 pandemic.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 75 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

Appraisal. According to the appraisal, the Hilton Dual Brand Las Vegas Property has an “as-is” appraised value of $73,100,000 as of February 16, 2024. The table below shows the appraisal’s “as-is” conclusions.

Hilton Dual Brand Las Vegas(1)
Property Appraised Value Capitalization Rate(2)
Hilton Dual Brand Las Vegas $73,100,000 7.80%
(1)Source: Appraisal.
(2)Based on the going in capitalization rate.

Environmental Matters. According to the Phase I environmental report, dated June 19, 2023, there was no evidence of any recognized environmental conditions at the Hilton Dual Brand Las Vegas Property.

The Market. The Hilton Dual Brand Las Vegas Property is located in the Las Vegas Strip Hospitality submarket of Las Vegas, Nevada.

The Las Vegas Strip is the largest U.S. hotel submarket and contains around 110,000 rooms spread across some 97 properties. That amounts to roughly two thirds of the Las Vegas market's total room inventory. The Las Vegas Strip Hospitality submarket is home to some of the largest hotels in the world. The average hotel in the submarket contains 1,184 rooms—more than ten times the United States national average.

Las Vegas is consistently ranked among the nation's top convention and meeting destinations. According to a local convention visitor’s authority, Clark County offers over 14 million square feet of meeting space. The Las Vegas Convention Center currently features 2.5 million square feet of exhibit space and 225 meeting rooms. The Las Vegas Convention Center debuted its $1.1 billion, 1.4 million square foot West Hall in the summer of 2021 and hosted the first major event (Informa Market) since the beginning of the pandemic. The hall boasts 600,000 square feet of exhibit space and a 328,000 square foot column-free space, reportedly the largest in the country.

The following table presents certain information relating to the primary competition for the Hilton Dual Brand Las Vegas Property:

Competitive Set(1)
Property Number of Rooms Estimated         2023 Occupancy Estimated          2023 ADR Estimated 2023 RevPAR
Hilton Dual Brand Las Vegas(2) 250 80.3% $180.67 $145.15
Las Vegas Marriott 278 75 – 80% $170 - $180 $130 - $140
Renaissance Las Vegas 548 75 – 80% $160 - 170 $120 - 125
Embassy Suites Convention Center Las Vegas 286 65 – 70% $160 - 170 $115 - 120
DoubleTree by Hilton Las Vegas East Flamingo 129 45 – 50% $140 - 150 $70 - 75
Embassy Suites by Hilton Las Vegas 220 75 – 80% $160 - 170 $120 - 125
Fairfield by Marriott Las Vegas Convention Center 128 55 – 60% $140 - 150 $85 - 90
Hyatt Place Las Vegas 202 70 – 75% $130 - 140 $95 - 100
Residence Inn by Marriott Las Vegas Hughes Center 256 75 – 80% $150 - 160 $120 - 125
Sonesta Simply Suites Las Vegas Convention Center 276 75 – 80% $120 - 125 $90 - 95
Total Avg. Competitive Set(3) 2,323 73.0% $155.36 $113.39
(1)Source: Appraisal unless otherwise indicated.
(2)Occupancy, ADR and RevPAR for the Hilton Dual Brand Las Vegas Property are based on operating statements provided by the borrower dated as of December 31, 2023.
(3)Excludes the Hilton Dual Brand Las Vegas Property.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 76 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

The Borrower and the Borrower Sponsor. The borrower is Grimm Norton 2 LLC, a Nevada limited liability company and single purpose entity with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hilton Dual Brand Las Vegas Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor is Daniel Grimm, the founder of DG Design + Development, a private real estate development and investment corporation focusing on hospitality and modern apartment living, located in Las Vegas, Nevada. The DG brand was established in 2011 by Daniel Grimm to capitalize on the real estate opportunities in Las Vegas.

Property Management. The Hilton Dual Brand Las Vegas Property is managed by Donohoe Hospitality Services LLC, a third party property management company of which the borrower sponsor was previously an officer. 

Initial and Ongoing Reserves. At origination of the Hilton Dual Brand Las Vegas Mortgage Loan, the borrower deposited approximately $25,227 into a reserve account for real estate taxes.

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 reasonably estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $25,227).

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which would be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, such amount will be waived if the liability or casualty policy maintained by the borrower is an approved blanket or umbrella policy.

FF&E Reserve – The borrower is required to deposit into a furniture, fixtures and equipment (“FF&E”) reserve, on a monthly basis, an amount equal to the greatest of (i) 4.0% of gross revenue from the prior month, (ii) the then current amount required by the property management agreement and (iii) the then current amount required by any franchise agreement for approved capital expenditures and the repair and replacement of FF&E. The FF&E reserve is capped at $2 million and is required to be replenished up to the cap after being drawn upon.

PIP Reserve – If a franchisor hereafter requires the borrower to implement a property improvement plan (“PIP”) at the Hilton Dual Brand Las Vegas Property, then the borrower will be required to pay to the lender on each monthly payment date all Available Cash (as defined below), until such time as an amount equal to 110% of the estimated costs to then complete any PIP (as reasonably determined by the lender) that is required by the franchisor to be completed within the then next succeeding six month period is then on deposit in an account.

Refundable Advance Payments Reserve – During the continuance of a Trigger Period (as defined below), the borrower is required to deliver or cause to be delivered to the lender, for deposit into a refundable advance payments account, as and when received, an amount equal to the advance payments and deposits that have been received, including for group business, banquets and other events. Provided that no event of default exists, the lender is required to disburse the funds in the refundable advance payments reserve once per calendar month within ten days following the borrower’s written request either (i) to the borrower, for payment of refunds due from such advance payments and deposits or (ii) where such advance payments or deposits have been forfeited or the applicable event has occurred and the applicable charges incurred by the hotel customer, either to the borrower (if no Trigger Period then exists) or (if a Trigger Period exists) to the cash management account.

Lockbox / Cash Management. The Hilton Dual Brand Las Vegas Mortgage Loan is structured with a hard lockbox and springing cash management. All credit card receipts are required to be deposited by credit card processing companies directly into a lender-controlled clearing account (the Lockbox Account), and all non-credit card receipts are required to be directly deposited by the borrower or the property manager into the Lockbox Account within one business day of receipt thereof. Prior to a Trigger Period, all sums deposited into the Lockbox Account are required to be transferred into the borrower's operating account. During a Trigger Period, all sums on deposit in the Lockbox Account are required to be transferred on a daily basis to a cash management account controlled by the lender, to be applied to payment of all monthly amounts due under the Hilton Dual Brand Las Vegas Mortgage Loan documents, including but not limited to (i) any required deposits to the tax and insurance reserves, (ii) amounts due in respect of gratuities due to employees, and sales, occupancy and use taxes, (iii) required deposits to the refundable advance payments account, (iv) interest due on the Hilton Dual Brand Las Vegas Mortgage Loan, (v) required deposits to the FF&E reserve, and (vi) amounts due in respect of budgeted operating expenses (which must be approved by the lender during a Trigger Period) and lender-approved extraordinary expenses. Any funds remaining after such application (“Available Cash”) are required to be deposited (i) if a PIP Trigger Period (as defined below) is continuing, to the PIP reserve and (ii) otherwise, to a cash collateral account to be held as additional collateral for the Hilton Dual Brand Las Vegas Mortgage Loan during the continuance of the applicable Trigger Period.

A “Trigger Period” means a period commencing upon (i) the occurrence and continuance of an event of default, (ii) the debt service coverage ratio being less than 1.30x as of the end of any calendar quarter (a “Low DSCR Period”), (iii) if manager is an affiliate of borrower or guarantor and such manager becomes insolvent or a debtor in any bankruptcy or insolvency proceeding, or (iv) the commencement of a PIP Trigger Period (as defined below); and (B) ending (A) with respect to a Trigger Period continuing pursuant to clause (i), if the event of default commencing the Trigger Period has been cured and such cure has been accepted by the lender or (B) with respect to a Trigger Period continuing due to clause (ii), either (x) the debt service coverage ratio has been at least 1.35x for two

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 77 

 

Hospitality – Limited Service/Extended Stay

755 Sierra Vista Drive

Las Vegas, NV 89169

 

Collateral Asset Summary – Loan No. 5

Hilton Dual Brand
Las Vegas

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$46,000,000

62.9%

1.63x

14.4%

consecutive calendar quarters or (y) the borrower delivers to the lender cash or a letter of credit in an amount that if applied to reduce the then outstanding principal balance of the Hilton Dual Brand Las Vegas Mortgage Loan, would result in a debt service coverage ratio of 1.35x, or (C) with respect to a Trigger Period continuing due to clause (iii), if the manager is replaced with a non-affiliated manager approved by the lender under a replacement management agreement approved by the lender, or (D) with respect to a Trigger Period continuing due to clause (iv), such PIP Trigger Period has ended as described below.

A “PIP Trigger Period” means a period that will commence at any time that funds in the PIP Reserve are less than 110% of the estimated costs to complete any PIP that is required by the franchisor to be completed within the then next succeeding six month period and will end at such time as an amount equal to 110% of such estimated costs has been deposited in the PIP Reserve account. 

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not Permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 78 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 79 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 80 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

Mortgage Loan Information Property Information
Loan Seller: CREFI Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance Property Type – Subtype: Industrial – Warehouse/Distribution
Borrower Sponsor(s): Ian Quint Collateral: Fee
Borrower(s): 1040 Michigan LP Location: Grand Rapids, MI
Original Balance: $45,450,000 Year Built / Renovated: 1980 / 2024
Cut-off Date Balance: $45,450,000 Property Management:

Advantage Commercial Real Estate

Management Services, LLC

% by Initial UPB: 5.5% Size: 950,000 SF
Interest Rate: 7.06000% Appraised Value / Per SF: $69,950,000 / $74
Note Date: May 7, 2024 Appraisal Date: April 5, 2024
Original Term(1): 61 months Occupancy: 97.3% (as of May 1, 2024)
Amortization: Interest Only UW Economic Occupancy: 95.8%
Original Amortization: NAP Underwritten NOI: $4,329,947
Interest Only Period(1): 61 months Underwritten NCF: $4,101,947
First Payment Date(1): June 6, 2024
Maturity Date: June 6, 2029 Historical NOI
Additional Debt Type: NAP Most Recent NOI: $3,613,593 (TTM February 29, 2024)
Additional Debt Balance: NAP 2023 NOI: $3,474,363
Call Protection(1): L(24),D(34),O(3) 2022 NOI(4): NAV
Lockbox / Cash Management: Hard / Springing 2021 NOI(4): NAV
Reserves(2) Financial Information
Initial Monthly Cap Cut-off Date Loan / SF: $48
Taxes: $558,466 $55,847 NAP Maturity Date Loan / SF: $48
Insurance: $0 Springing NAP Cut-off Date LTV: 65.0%
Replacement Reserves: $420,000 $13,656 $1,076,000 Maturity Date LTV: 65.0%
TI / LC: $0 $7,917 NAP UW NOI DY: 9.5%
Deferred Maintenance: $244,283 $0 NAP UW NCF DSCR: 1.26x
Other(3): $400,000 Springing NAP

 

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $45,450,000 100.0%   Loan Payoff $38,983,369 85.8 %  
Sponsor Equity 2,502,855 5.5  
Closing Costs(5) 2,341,027 5.2  
Upfront Reserves 1,622,749 3.6  
Total Sources $45,450,000 100.0%   Total Uses $45,450,000 100.0 %
(1)The first payment date of the 1040 40th Street SE Mortgage Loan (as defined below) under the 1040 40th Street SE Mortgage Loan documents is July 6, 2024. On the closing date for the Benchmark 2024-V7 securitization, CREFI will contribute an initial interest deposit amount to the issuing entity to cover one month’s interest that would have accrued with respect to the 1040 40th Street SE Mortgage Loan at the related net mortgage rate, and each of Original Term, Interest Only Period, First Payment Date and Call Protection reflects the foregoing.
(2)See “Initial and Ongoing Reserves” below.
(3)Other reserves include an initial $400,000 outstanding tenant improvements and leasing commission reserve and a springing monthly specified tenant renewal reserve.
(4)2021 NOI and 2022 NOI are not available because the property was acquired in May 2022.
(5)Closing Costs include a rate buydown fee of $1,363,500.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 81 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

The Loan. The sixth largest mortgage loan (the “1040 40th Street SE Mortgage Loan”) is secured by the borrower’s fee interest in an industrial warehouse and distribution center totaling 950,000 square feet located in Grand Rapids, Michigan (the 1040 40th Street SE Property). The 1040 40th Street SE Mortgage Loan is evidenced by a single promissory note with an outstanding principal balance as of the Cut-off Date of $45,450,000. The 1040 40th Street SE Mortgage Loan was originated on May 7, 2024 by CREFI and accrues interest at a fixed rate of 7.06000% per annum. The 1040 40th Street SE Mortgage Loan has an initial term of five-years and is interest-only for the full term. The scheduled maturity date of the 1040 40th Street SE Mortgage Loan is the payment date that occurs on June 6, 2029.

The Property. The 1040 40th Street SE Property is a 950,000 square foot industrial warehouse and distribution facility located at 1040 40th Street Southeast in Grand Rapids, Michigan. The 1040 40th Street SE Property is located in Grand Rapids, Michigan with primary access provided by US-131 and M-6 and is approximately 154 miles northwest of Detroit and 180 miles northeast of Chicago, Illinois. As of May 1, 2024, the 1040 40th Street SE Property was 97.3% leased to Bunzl Retail Services, LLC (Bunzl Retail Services) and American Seating Company. The 1040 40th Street SE Property is situated on an approximately 38.56-acre site. The 1040 40th Street SE Property was originally constructed in 1980 and subsequently renovated in 2024. The 1040 40th Street SE Property consists of a single-story facility that features 24-foot clear heights, 57 dock high doors, and four grade level doors. The 1040 40th Street SE Property also contains 32,000 square feet of office space which comprises approximately 3.4% of net rentable area. The 1040 40th Street SE Property also contains 423 parking spaces resulting in a parking ratio of 0.45 spaces per 1,000 square feet.

Major Tenants. The two largest tenants based on underwritten base rent are Bunzl Retail Services and American Seating Company.

Bunzl Retail Services (714,294 square feet; 75.2% of net rentable area; 77.1% of underwritten base rent) Bunzl Retail Services is a subsidiary of Bunzl PLC (LSE: BNZL), which is a distribution services specialist operating in more than 30 countries, supplying a broad range of internationally sourced non-food products to a variety of market sectors. Bunzl Retail Services focuses exclusively on retail and provides delivery of all supplies, packaging, and other not-for-resale goods through their supply chain to retail chains, boutiques, department stores, office supply companies and related e-commerce sales channels. Goods-not-for-resale include packaging and other store supplies and a full range of cleaning and hygiene products. Bunzl Retail Services has been at the 1040 40th Street SE Property since April 2008 and has a current lease term through April 2028 with one, five-year renewal option and no termination options.

American Seating Company (210,000 square feet; 22.1% of net rentable area; 22.9% of underwritten base rent) Founded in 1886, American Seating Company is a Grand Rapids based company that specializes in the production of chairs and other seating, including seats for rail transport and public transportation. American Seating Company has been at the 1040 40th Street SE Property since August 2023 and has a current lease term through July 2033 with five, five-year renewal options and no termination options.

The following table presents certain information relating to the tenants at the 1040 40th Street SE Property:

Tenant Summary(1)

Tenant

Credit Rating (Moody’s/
S&P/Fitch)(2)
Net Rentable Area (SF) % of Net Rentable Area U/W
Base Rent
U/W Base Rent
Per SF
% of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Option
Bunzl Retail Services NR/BBB+/NR 714,294 75.2 % $3,462,178 $4.85 77.1 % 4/30/2028 N 1 x 5 Yr
American Seating Company NR/NR/NR 210,000 22.1   1,027,425 $4.89 22.9   7/31/2033 N 5 x 5 Yr
Total Occupied 924,294 97.3 % $4,489,603 $4.86 100.0 %
Vacant 25,706 2.7  
Total 950,000 100.0 %
(1)Based on the underwritten rent roll dated May 1, 2024, inclusive of $29,925 of contractual rent steps for American Seating Company underwritten through August 1, 2024 and $167,497 in straight line rent steps for Bunzl Retail Services.
(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.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 82 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

The following table presents certain information relating to the lease rollover schedule at the 1040 40th Street SE Property, based on initial lease expiration dates:

Lease Rollover Schedule(1)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA U/W Base Rent % of Total U/W Base Rent U/W Base Rent $ per SF # of Expiring Leases
MTM 0 0.0% 0.0% $0 0.0% $0.00 0
2024 0 0.0 0.0% 0 0.0   0.00 0
2025 0 0.0 0.0% 0 0.0   0.00 0
2026 0 0.0 0.0% 0 0.0   0.00 0
2027 0 0.0 0.0% 0 0.0   0.00 0
2028 714,294 75.2 75.2% 3,462,178 77.1   4.85 1
2029 0 0.0 75.2% 0 0.0   0.00 0
2030 0 0.0 75.2% 0 0.0   0.00 0
2031 0 0.0 75.2% 0 0.0   0.00 0
2032 0 0.0 75.2% 0 0.0   0.00 0
2033 210,000 22.1 97.3% 1,027,425 22.9   4.89 1
2034 0 0.0 97.3% 0 0.0   0.00 0
2035 & Thereafter 0 0.0 97.3% 0 0.0   0.00 0
Vacant 25,706 2.7 100.0% NAP NAP   NAP NAP
Total / Wtd. Avg. 950,000 100.0% $4,489,603 100.0% $4.86 2
(1)Based on the underwritten rent roll dated May 1, 2024, inclusive of $29,925 of contractual rent steps for American Seating Company underwritten through August 1, 2024 and $167,497 in straight line rent steps for Bunzl Retail Services.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 83 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the 1040 40th Street SE Property:

Cash Flow Analysis(1)
2023 TTM 2/29/2024 U/W U/W Per SF
Base Rent $3,609,840 $3,786,144 $4,292,181 $4.52
Contractual Rent Steps 0 0 197,422 $0.21
Potential Income from Vacant Space 0 0 223,630 $0.24
Gross Potential Rent $3,609,840 $3,786,144 $4,713,233 $4.96
Total Reimbursements 1,363,191 1,391,979 1,741,977 $1.83
Total Gross Income $4,973,031 $5,178,123 $6,455,210 $6.79
(Vacancy / Credit Loss) 0 0 (273,222) ($0.29)
Effective Gross Income $4,973,031 $5,178,123 $6,181,987 $6.51
Management Fee 149,191 155,344 185,460 $0.20
Real Estate Taxes 638,247 638,248 668,825 $0.70
Insurance 528,039 550,264 777,081 $0.82
Other Expenses(2) 183,192 220,675 220,675 $0.23
Total Expenses $1,498,669 $1,564,530 $1,852,040 $1.95
Net Operating Income $3,474,363 $3,613,593 $4,329,947 $4.56
Capital Expenditures 0 0 133,000 $0.14
TI/LC 0 0 95,000 $0.10
Net Cash Flow $3,474,363 $3,613,593 $4,101,947 $4.32
Occupancy (%) 97.3% 97.3% 95.8%(3)
NCF DSCR 1.07x 1.11x 1.26x
NOI Debt Yield 7.6% 8.0% 9.5%
(1)Based on the underwritten rent roll dated May 1, 2024, inclusive of $29,925 of contractual rent steps for American Seating Company underwritten through August 1, 2024 and $167,497 in straight line rent steps for Bunzl Retail Services. 2021 Net Operating Income and 2022 Net Operating Income are not available because the 1040 40th Street SE Property was acquired in May 2022.
(2)Other Expenses are comprised of CAM expenses and condominium dues.
(3)U/W Occupancy represents economic occupancy.

Appraisal. According to the appraisal, the 1040 40th Street SE Property had an “as-is” appraised value of $69,950,000 as of April 5, 2024. Based on the “as-is” appraised value of $69,950,000, the Cut-off Date LTV and Maturity Date LTV for the 1040 40th Street SE Mortgage Loan are 65.0%.

1040 40th Street SE Appraised Value(1)
Property Value Capitalization Rate
1040 40th Street SE $69,950,000 6.00%
(1)Source: Appraisal.

Environmental Matters. The Phase I environmental assessment dated April 18, 2024 identified as a recognized environmental condition at the 1040 40th Street SE Property impacts to site groundwater and soils associated with manufacturing historically conducted on a larger parcel that previously encompassed the 1040 40th Street SE Property. Various environmental investigations have been conducted on the 1040 40th Street SE Property, and in 2020, a restrictive covenant was recorded for the 1040 40th Street SE Property that prohibits all residential land uses and use of wells to extract groundwater. The restrictive covenant additionally prohibits construction of new structures or below-grade alterations to the existing onsite structure unless volatilization to indoor air is evaluated or appropriate engineering controls are used. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The Market. The 1040 40th Street SE Property is located in Grand Rapids, Michigan within Kent County, approximately 154 miles northwest of Detroit, Michigan and 180 miles northeast of Chicago, Illinois. The 1040 40th Street SE Property is located in the southeast industrial submarket within the Greater Grand Rapids industrial market. Primary access to the 1040 40th Street SE Property is provided by US-131 and M-6.

According to the appraisal dated April 26, 2024, the Greater Grand Rapids industrial market had inventory of approximately 180.4 million square feet of industrial space, a vacancy rate of 1.7% and average asking rent of $7.18 per square foot. Furthermore, the Grand Rapids southeast industrial submarket reported a total inventory of approximately 75.6 million square feet of industrial space, a vacancy rate of 1.4% and average asking rent of $6.84 per square foot.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 84 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

According to the appraisal, the 2023 total population within a one-, three- and five-mile radius is 9,551, 115,789 and 273,290, respectively. Furthermore, the 2023 average household income within a one-, three- and five-mile radius is $72,892, $78,141 and $87,527, respectively.

The following table presents information relating to comparable industrial leases for the 1040 40th Street SE Property:

Comparable Industrial Rental Summary(1)
Property Name / Address Distance from Subject Year Built / Renovated Tenant Suite Size (SF) Lease Commencement Lease Term (Mos) Rent (PSF)

1040 40th Street SE

Grand Rapids, MI 49508

1980 / 2024 Various Various Various Various $4.64(2)

2640 Northridge Drive

Walker, MI 49544

14.3 miles 1995 / 2007 Sherpack 210,325 SF September 2022 5.0 Yrs. $4.95

770 Interchange Dr

Holland, MI 49423

26.9 miles 2024 / NAP L. Perrigo Company 281,775 SF August 2024 7.0 Yrs. $6.68

5724 E N Ave

Kalamazoo, MI 49048

55.2 miles 2023 / NAP Allen Distribution - Phase I 296,000 SF November 2023 7.2 Yrs. $7.60

201 Watkins Road

Battle Creek, MI 49015

64.1 miles 2024 / NAP CMS 252,000 SF May 2024 7.0 Yrs. $6.00

4405 Continental Drive

Flint, MI 48507

107 miles 2000 / 2006 General Motors, LLC 400,000 SF September 2024 5.0 Yrs. $6.40
(1)Source: Appraisal, unless otherwise indicated.
(2)Based on the underwritten rent roll dated May 1, 2024. Rent (PSF) does not include rent steps.

The Borrower and the Borrower Sponsors. The borrower is 1040 Michigan LP, a Delaware limited partnership and single purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1040 40th Street SE Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor is Ian Quint of Brasswater Real Estate (“Brasswater”). Founded by Ian Quint in 2015, Brasswater is a Canadian based vertically integrated real estate development firm focused on industrial, office and retail properties. Brasswater has a team of over 70 professionals that oversee 13 million square feet of commercial real estate properties and an additional 13 million square feet of land for development.

Initial and Ongoing Reserves. At origination of the 1040 40th Street SE Mortgage Loan, the borrower deposited: (i) approximately $558,466 into a tax reserve, (ii) $420,000 into a replacement reserve, (iii) approximately $244,283 into an immediate repairs reserve, and (iv) $400,000 into an outstanding tenant improvements and leasing commission reserve with respect to the lease with American Seating Company.

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 $55,847).

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies ; provided, however, such deposits were waived at origination of the 1040 40th Street SE Mortgage Loan because the borrower’s insurance coverage was maintained pursuant to an acceptable blanket policy and will be waived for so long as the borrower’s policy is maintained pursuant to an acceptable blanket policy. If the lender, at any time, determines that the amounts on deposit are insufficient to pay all applicable premiums, the borrower is required to make a true up payment.

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $13,656, subject to a cap of $1,076,000. If the amount in the replacement reserve account ever falls below such cap, the borrower will be required to resume depositing the monthly replacement reserve.

Leasing Reserve – The borrower is required to deposit into a leasing reserve, on a monthly basis, approximately $7,917. Provided no event of default has occurred and is continuing, the lender is required to disburse, upon the borrower’s request, the leasing reserve funds if, among other conditions contained in the 1040 40th Street SE Mortgage Loan documents, (i) the borrower specifies the tenant improvement costs and leasing commissions to be paid, (ii) the lender has reviewed and approved the lease, budget for tenant improvement costs and schedule of leasing commissions, and (iii) the lender has received such other evidence as the lender reasonably requests that the tenant improvements and/or leasing commissions to be funded have been completed or will be paid upon disbursement to borrower.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 85 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

Springing Specified Tenant Renewal Reserve – The borrower is required to deposit, on the twelfth monthly payment date occurring after a Specified Tenant Renewal Trigger Event (as defined below), a lump sum, in cash or letter of credit, equal to the Springing Specified Tenant Renewal Amount (as defined below).

Outstanding TI/LC Reserve – With respect to the lease with American Seating Company, provided no event of default has occurred and is continuing, the lender is required to disburse, upon the borrower’s request, the leasing reserve funds if, among other conditions contained in the 1040 40th Street SE Mortgage Loan documents, (i) the borrower specifies tenant improvement costs and leasing commissions to be paid, (ii) the lender has reviewed and approved the lease, budget for tenant improvement costs, and schedule of leasing commissions, and (iii) the lender has received such other evidence as the lender reasonably requests that the tenant improvements and/or leasing commissions to be funded have been completed or will be paid upon disbursement to borrower.

Lockbox / Cash Management. The 1040 40th Street SE Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower is required to, and is required to cause the property manager to, immediately deposit all rents directly into a lender-approved lockbox account. At origination of the 1040 40th Street SE Mortgage Loan, the borrower was required to deliver a notice to the tenants at the 1040 40th Street SE Property directing the tenants to remit all payments under the applicable lease directly to the lender-controlled lockbox. 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 (as defined below) exists. 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 1040 40th Street SE 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 1040 40th Street SE Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 1040 40th Street SE Mortgage Loan. 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. Upon an event of default under the 1040 40th Street SE Mortgage Loan documents, the lender may apply funds to the 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, beyond any applicable notice and cure periods, (ii) the debt service coverage ratio falling below 1.15x, and (iii) the occurrence of Specified Tenant Trigger Period (as defined below) and (B) expiring upon (a) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (b) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.15x for two consecutive calendar quarters, and (c) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

A “Specified Tenant” means, as applicable, (i) Bunzl Retail Services, together with any successor and/or assigns, (ii) American Seating Company, together with any successor and/or assigns, (iii) any other entity or person that leases (in the aggregate) not less than 85% of the gross leasable area of any Specified Tenant space as of origination of the 1040 40th Street SE Mortgage Loan, and (iv) any parent or affiliate thereof providing credit support or a guaranty under the applicable related Specified Tenant lease.

A “Specified Tenant Trigger Period” means a period (A) commencing upon the earliest of (i) Specified Tenant being in default under the applicable Specified Tenant lease beyond applicable notice and cure periods, (ii) Specified Tenant failing to be in actual, physical possession of 85% or more of the Specified Tenant space, (iii) Specified Tenant failing to be open for business during customary hours and/or “going dark” in 15% or more of the Specified Tenant space, (iv) Specified Tenant giving notice that it is terminating its lease for 15% or more of the Specified Tenant space, (v) any termination or cancellation of 15% or more of the Specified Tenant space under any Specified Tenant lease 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) occurrence of a Specified Tenant Renewal Trigger Event 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); or (2) the borrower leasing not less than 85% of the Specified Tenant space for a minimum of five years pursuant to one or more leases in accordance with the applicable terms and conditions of the 1040 40th Street SE Mortgage 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 (as defined below) is satisfied in connection therewith.

Specified Tenant Cure Conditions” means (i) the lender’s receipt of reasonably satisfactory evidence that 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) if the Specified Tenant Trigger Period is due to a Specified Tenant Renewal Trigger Event, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant lease in accordance with the 1040 40th Street SE Mortgage Loan documents, (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 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.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 86 

Industrial – Warehouse/Distribution

1040 40th Street Southeast

Grand Rapids, MI 49508

 

Collateral Asset Summary – Loan No. 6

1040 40th Street SE

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$45,450,000

65.0%

1.26x

9.5%

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.

Specified Tenant Renewal Trigger Event” means a Specified Tenant failing to extend or renew on or prior to the date that is six months prior to expiration of the then applicable term of the applicable Specified Tenant lease in accordance with the applicable terms and conditions thereof for a minimum renewal term of five years.

Springing Specified Tenant Renewal Amount” means an amount equal to (i) one year of the then current rent due under the applicable Specified Tenant lease that has caused the Specified Tenant Renewal Trigger Event less (ii) the aggregate amount of deposits made (and remain available) into the excess cash flow account during the immediately preceding six months.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 87 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 88 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 89 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

Mortgage Loan Information Property Information
Loan Sellers: GACC Single Asset / Portfolio: Portfolio
Loan Purpose(1): Recapitalization Property Type – Subtype(4): Industrial – Various
Borrower Sponsor(s): Blue Owl NLT Operating Partnership LP Collateral: Fee
Borrower(s)(2): Various Location(4): Various, Various
Original Balance: $43,000,000 Year Built / Renovated(4): Various / Various
Cut-off Date Balance: $43,000,000 Property Management: Self-Managed
% by Initial UPB: 5.2% Size: 1,256,904 SF
Interest Rate: 6.24600% Appraised Value / Per SF(5): $99,600,000 / $79
Note Date: April 2, 2024 Appraisal Date(5): Various
Original Term: 60 months Occupancy: 100.0% (as of May 6, 2024)
Amortization: Interest Only UW Economic Occupancy: 95.0%
Original Amortization: NAP Underwritten NOI: $7,202,484
Interest Only Period: 60 months Underwritten NCF: $7,013,948
First Payment Date: May 6, 2024
Maturity Date: April 6, 2029 Historical NOI
Additional Debt Type: NAP Most Recent NOI(6): NAV
Additional Debt Balance: NAP 2023 NOI(6): NAV
Call Protection: L(12),YM1(13),DorYM1(30),O(5) 2022 NOI(6): NAV
Lockbox / Cash Management: Hard / Springing 2021 NOI(6): NAV
Reserves(3) Financial Information
Initial Monthly Cap Cut-off Date Loan Per SF: $34
Taxes: $0 Springing NAP Maturity Date Loan Per SF: $34
Insurance: $0 Springing NAP Cut-off Date LTV: 43.2%
Replacement: $0 Springing NAP Maturity Date LTV: 43.2%
TI/LC: $0 Springing NAP UW NOI DY: 16.7%
UW NCF DSCR: 2.58x
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $43,000,000 100.0%   Recapitalization(1) $42,410,323 98.6 %    
Closing Costs 589,677 1.4  
Total Sources $43,000,000 100.0%   Total Uses $43,000,000 100.0 %
(1)The borrowers executed a sale leaseback transaction between December 2022 and March 2023 to acquire the Blue Owl Tenneco Portfolio (Pool A) Portfolio (as defined below) for $73,864,000. The loan proceeds were used to recapitalize the borrowers.
(2)The borrower entities are TENFRIN001 LLC, TENHAVA001 LLC, TENGLMI001 LLC and TENPLMI001 LLC.
(3)See “Initial and Ongoing Reserves” below.
(4)See the “Portfolio Summary” chart below.
(5)The Appraised Value represents the aggregate of the "as-is" appraised values of the Blue Owl Tenneco Portfolio (Pool A) Portfolio. The individual appraisal valuation dates are between August 9, 2023 and August 14, 2023.
(6)Historical net operating income is not available as the properties were purchased in a sale-leaseback transaction between December 2022 and March 2023 with the sole tenant.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 90 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

The Loan. The seventh largest mortgage loan (the “Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan”) is secured by the borrowers’ fee interests in a portfolio of four industrial properties totaling 1,256,904 square feet located in three states (each a Blue Owl Tenneco Portfolio (Pool A) Propertyand, collectively, the Blue Owl Tenneco Portfolio (Pool A) Portfolio). The Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan is evidenced by two promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $43,000,000. The Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan was originated on April 2, 2024 by DBR Investments Co. Limited (“DBRI”) and Societe Generale Financial Corporation (“SG”). GACC is expected to purchase Note A-2 from SG and is contributing Note A-1 and Note A-2 with an aggregate outstanding principal balance as of the Cut-off Date of $43,000,000. The Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan accrues interest at a fixed rate of 6.24600% per annum, has a term of five-years and is interest-only for the full term. The scheduled maturity date of the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan is the payment date that occurs on April 6, 2029.

The Properties. The Blue Owl Tenneco Portfolio (Pool A) Properties are comprised of four industrial properties totaling 1,256,904 square feet located in three states. The borrowers executed a sale-leaseback with the sole tenant, Tenneco Inc. (“Tenneco”), whereby the borrowers acquired the Blue Owl Tenneco Portfolio (Pool A) Properties and executed a 20-year triple-net lease with Tenneco (the “Tenneco Lease”) expiring December 31, 2042 with 3% annual escalations. Tenneco is a designer, manufacturer, and marketer of automotive products for original equipment and aftermarket customers. The Blue Owl Tenneco Portfolio (Pool A) Properties house processes that include prototype testing, design and fabrication, product engineering, and distribution among others. These facilities support many of Tenneco’s largest customers including Caterpillar Inc., General Motors Company, Ford, Fiat Chrysler Automobiles and Deere & Company (John Deere). The properties included in the Blue Owl Tenneco Portfolio (Pool A) Portfolio are mission-critical to Tenneco operations, housing processes that are integral to Tenneco’s operations.

The following table presents certain information relating to the Blue Owl Tenneco Portfolio (Pool A) Properties:

Portfolio Summary
Property Name City, State Property Type - Subtype Year Built / Renovated SF(1) Occupancy(1) Allocated Mortgage Loan Cut-off Date Balance % of Allocated Mortgage Loan Cut-off Date Balance Appraised Value(2) % of UW Base Rent(1) Max Clear Height(2)
3160 Abbott Lane Harrisonburg, VA Industrial - Manufacturing 1960 / 2007 760,418 100.0% $24,867,000 57.8% $57,600,000 47.4% 35'
47001 Port Street Plymouth, MI Industrial - Flex 1997 / 2017 138,186 100.0% 8,635,000 20.1% 20,000,000 26.0% 16'
3901 Willis Road Grass Lake, MI

Industrial –

Manufacturing

1968 / 2014 179,133 100.0% 5,310,000 12.3% 12,300,000 16.0% 14'
2845 West State
Road 28
Frankfort, IN

Industrial –

Manufacturing

1964, 1967,
1993, 1999,
2003 / NAP
179,167 100.0% 4,188,000 9.7% 9,700,000 10.5% 28'
Total / Wtd. Avg. 1,256,904 100.0% $43,000,000 100.0% $99,600,000 100.0%
(1)Based on the underwritten rent roll dated May 6, 2024.
(2)Source: Appraisals.

Sole Tenant. The Blue Owl Tenneco Portfolio (Pool A) Properties are 100% leased to Tenneco through December 31, 2042. The lease has five, five-year renewal options with at least 18 months’ notice at the greater of fair market rent or 3.0% over the prior year’s base rent. There are no termination options, except in connection with certain casualty or condemnation events. Rent under the lease commences at approximately $5.87 per square foot, with 3.0% annual increases.

Tenneco has operated from the Blue Owl Tenneco Portfolio (Pool A) Properties for an average of 50 plus years. The location of the Blue Owl Tenneco Portfolio (Pool A) Properties is proximate to Tenneco’s largest clients, including General Motors and Ford, allowing for direct links to end-users. Further, Tenneco has invested significantly in the Blue Owl Tenneco Portfolio (Pool A) Properties, with an estimated $10 million in capital improvements since 2019 and another $2 million budgeted for 2024 across the 2845 West State Road 28, 3901 Willis Road and 47001 Port Street properties. Capital expenditures planned for 2024 are not required or reserved for under the loan documents and there can be no assurance that they will be implemented as planned. 

In February 2022, Tenneco was acquired by Apollo in a $7.1 billion all-cash transaction, including an investment of $1.6 billion of cash equity, as well as additional debt. 

The Tenneco Lease permits the tenant to assign or transfer its lease or sublet its space at one or more leased premises (x) to an entity that purchases, or effectuates a merger or consolidation of or with respect to, all or substantially all of the interests in, or assets of, either (i) Tenneco or (ii) an operating division, business group, or department of Tenneco (any, a “Division”), (y) to an entity or entities created by splitting the Division of Tenneco using the leased premises into one or more separate corporations, partnerships, or other entities and (z) in connection with the public offering of the stock of (i) Tenneco (ii) any affiliated or successor entity of Tenneco, or (iii) any entity created in connection with the “spin-off” of an operating Division of Tenneco; provided that in the case of each of (x), (y) and (z) (each a “Tenneco Divisional Transfer”), each of (1) the proposed transferee (or a substitute guarantor) that will become the tenant as to the

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 91 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

applicable leased premises and (2) the surviving Tenneco entity (or substitute guarantor) that will remain the tenant under the Tenneco Lease as to the remaining leased premises has (x) a total indebtedness leverage ratio of less than 6.25x, as evidenced by the financial statements of such entity or its guarantor, as applicable, and (y) EBITDA of at least $100,000,000. See “Description of the Mortgage Pool—Property Types—Industrial Properties” in the Preliminary Prospectus for further information regarding such financial tests. Simultaneously with a Tenneco Divisional Transfer, unless the lender elects in its sole and absolute discretion to have the related property remain as collateral for the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan, the borrowers are required to obtain the release of such property as described below under “Release of Collateral.” In addition, the borrowers have the right to sever the Tenneco Lease into two or more leases; however, the loan documents require the lender’s consent for a severance.

Tenneco (rated B2/B/BB- by Moody’s, S&P and Fitch) is a designer, manufacturer and marketer of automotive products for original equipment and aftermarket customers. Tenneco operates globally at over 200 sites worldwide and employs 71,000 people. Tenneco produces automotive parts through four business segments: Motorparts (DriV), Performance Solutions, Clean Air, and Powertrain. The chart below details each business segment and the revenue share generated by each:

Business Segment Revenue Share(1)
Segment LTM Revenue % Description
Motorparts 15% Manufactures, sources, markets and distributes a broad portfolio of leading brand-name products in the global vehicle aftermarket while also servicing original equipment.
Performance Solutions 17% Designs, manufactures, markets and distributes a variety of products and systems designed to optimize the ride experience to a global original equipment customer base.
Clean Air 46% Designs, manufactures, and distributes a variety of products and systems designed to reduce pollution and optimize engine performance, acoustic tuning and weight on a vehicle.
Powertrain 22% Designs, manufactures, and distributes a variety of original equipment powertrain products for light vehicle, commercial truck, off-highway and industrial applications.
(1)Source: borrower sponsor.

The following table presents certain information relating to the sole tenant at the Blue Owl Tenneco Portfolio (Pool A) Properties:

Tenant Summary(1)

Tenant

Credit Rating (Moody’s/S&P/Fitch)(2) Net
Rentable Area (SF)
% of Net Rentable Area U/W Base Rent U/W Base Rent Per SF % of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Options(3)
Tenneco Inc. B2/B/BB- 1,256,904 100.0% $7,372,122 $5.87 100.0% 12/31/2042 No 5 x 5 Yr
Total Occupied 1,256,904 100.0% $7,372,122 $5.87 100.0%
Vacant 0 0.0%
Total 1,256,904 100.0%
(1)Based on the underwritten rent roll dated May 6, 2024, inclusive of rent steps through December 31, 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)The Tenneco Lease has five, five year renewal options with at least 18 months’ notice at the greater of fair market rent or 3.0% over the last base rent.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 92 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

The following table presents certain information relating to the lease rollover schedule at the Blue Owl Tenneco Portfolio (Pool A) Properties, based on initial lease expiration dates:

Lease Rollover Schedule(1)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA UW Base Rent % of Total UW Base Rent UW Base Rent $ per SF # of Expiring Leases
MTM 0 0.0% 0.0% $0.00     0.0% $0.00 0
2024 0 0.0 0.0% $0.00 0.0 $0.00 0
2025 0 0.0 0.0% $0.00 0.0 $0.00 0
2026 0 0.0 0.0% $0.00 0.0 $0.00 0
2027 0 0.0 0.0% $0.00 0.0 $0.00 0
2028 0 0.0 0.0% $0.00 0.0 $0.00 0
2029 0 0.0 0.0% $0.00 0.0 $0.00 0
2030 0 0.0 0.0% $0.00 0.0 $0.00 0
2031 0 0.0 0.0% $0.00 0.0 $0.00 0
2032 0 0.0 0.0% $0.00 0.0 $0.00 0
2033 0 0.0 0.0% $0.00 0.0 $0.00 0
2034 0 0.0 0.0% $0.00 0.0 $0.00 0
2035 & Thereafter 1,256,904 100.0 100.0%     $7,372,122 100.0 $5.87 1
Vacant 0 0.0 100.0%     NAP NAP NAP NAP
    Total / Wtd. Avg. 1,256,904 100.0% $7,372,122 100.0%    $5.87 1
(1)Based on the underwritten rent roll dated May 6, 2024, inclusive of rent steps through December 31, 2024.

Appraisals. According to the appraisals, the Blue Owl Tenneco Portfolio (Pool A) Properties have an aggregate “as-is” appraised value of $99,600,000 as of the individual appraisal dates between August 9, 2023 and August 14, 2023. According to the individual appraisals, the Blue Owl Tenneco Portfolio (Pool A) Properties had an aggregate hypothetical value “as dark” of $65,200,000 based on the appraisals dated August 9, 2023 through August 14, 2023. Based on the aggregate values, the hypothetical loan to dark value is 66.0%.

Property Name

Appraisal Approach

Appraised Value

Capitalization Rate

3160 Abbott Lane Direct Capitalization $57,600,000 6.00%
47001 Port Street Direct Capitalization $20,000,000 9.50%
3901 Willis Road Direct Capitalization $12,300,000 9.50%
2845 West State Road 28 Direct Capitalization $9,700,000 7.75%
Total / Wtd. Avg. $99,600,000 7.31%

Environmental Matters. According to the Phase I environmental reports dated September 1, 2023, a controlled recognized environmental condition (“CREC”) exists at the 2845 West State Road 28 property, 3901 Willis Road property and 3160 Abbott Lane property. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus. No RECs or CRECs were identified at the 47001 Port Street property.

The Market. The Blue Owl Tenneco Portfolio (Pool A) Properties are located in Virginia, Michigan and Indiana. A stratification of the Blue Owl Tenneco Portfolio (Pool A) Properties by state is presented in the chart below:

Geographic Summary(1)
State # of Properties Allocated Loan Amount Total SF(2) % of NRA(2) Occupancy(2) Base Rent(2) Base Rent PSF(2) Market Rent PSF
Virginia 1 $24,867,000 760,418 60.5%      100.0% $3,494,481 $4.60 $6.00
Michigan 2 $13,945,000 317,319 25.2% 100.0% $3,099,888 $9.77 $7.11
Indiana 1 $4,188,000 179,167 14.3% 100.0% $777,753 $4.34 $4.50
Total / Wtd. Avg. 4 $43,000,000 1,256,904 100.00% 100.0% 7,372,122 $5.87 $6.21
(1)Source: Appraisal unless otherwise indicated. Inclusive of rent steps through December 31, 2024.
(2)Based on the underwritten rent roll dated May 6, 2024.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 93 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

The following table presents certain information relating to the demographics of the areas where the Blue Owl Tenneco Portfolio (Pool A) Properties are located:

Demographics Summary(1)(2)
Property Name City, State 1-mile Population 3-mile Population 5-mile Population 1-mile Avg Household Income 3-mile Avg Household Income 5-mile Avg Household Income
3160 Abbott Lane Harrisonburg, VA 2,225 37,549 79,285 $81,892 $83,505 $87,068
47001 Port Street Plymouth, MI 1,956 53,679 139,810 $213,307 $190,046 $161,937
3901 Willis Road Grass Lake, MI 455 4,134 10,387 $106,180 $102,701 $102,604
2845 West State Road 28 Frankfort, IN 48 12,645 20,032 $67,561 $61,762 $68,624
(1)Source: Appraisal.
(2)Values are 2023 estimations.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 94 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

The following table presents certain information relating to the Underwritten Net Cash Flow at the Blue Owl Tenneco Portfolio (Pool A) Properties:

Cash Flow Analysis(1)(2)
U/W U/W Per SF
Base Rent $7,372,122 $5.87
Contractual Rent Steps(3) 221,164 $0.18
Gross Potential Rent   $7,593,286 $6.04
Total Reimbursements 222,757 $0.18
Net Rental Income   $7,816,043 $6.22
Vacancy & Credit Loss (390,802) ($0.31)
Effective Gross Income   $7,425,241 $5.91
Total Expenses 222,757 $0.18
Net Operating Income   $7,202,484 $5.73
Capital Expenditures 188,536 $0.15
TI/LC 0 $0.00
Net Cash Flow   $7,013,948 $5.58
Occupancy 95.0%
NCF DSCR 2.58x
NOI Debt Yield 16.7%
(1)Based on the underwritten rent roll dated May 6, 2024.
(2)Historical cash flows are unavailable due to the acquisition of the Blue Owl Tenneco Portfolio (Pool A) Properties in a sale-leaseback transaction between December 2022 and March 2023.
(3)Inclusive of rent steps through December 31, 2024.

The Borrowers and the Borrower Sponsor. The borrowers for the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan are TENFRIN001 LLC, TENHAVA001 LLC, TENGLMI001 LLC and TENPLMI001 LLC, each a Delaware limited liability company and each a single purpose entity with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan.

The borrower sponsor and non-recourse carveout guarantor for the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan is Blue Owl NLT Operating Partnership LP, a Delaware limited partnership, a joint venture between Blue Owl Capital Inc (“Blue Owl”) and GIC (Realty) Private Limited, a fund controlled by the government of Singapore. Blue Owl (NYSE: OWL) is an asset manager with $174 billion of assets under management. Blue Owl was formed in 2021 by the strategic combination of Owl Rock, a direct lending platform, and Dyal Capital, a provider of capital solutions to large, multi-product private capital managers. Blue Owl acquired Oak Street, a private equity real estate firm, in 2022 as a complement to its direct lending and GP solutions platform. Owl Rock, Dyal Capital, and Oak Street are divisions of Blue Owl. In 2022, Blue Owl acquired Wellfleet Credit Partners which focuses on the management of CLO portfolios of broadly syndicated leveraged loans and is now a platform within the Owl Rock division.

Property Management. The Blue Owl Tenneco Portfolio (Pool A) Properties are self-managed by the sole tenant.

Initial and Ongoing Reserves.

Tax Reserve – In the event the Reserve Waiver Conditions (as defined below) are no longer being met, the borrowers are required to escrow 1/12 of the annual estimated tax payments payable during the next ensuing 12 months on a monthly basis.

Insurance Reserve – In the event the Reserve Waiver Conditions are no longer being met, the borrowers are required to escrow 1/12 of the annual estimated insurance payments on a monthly basis, unless the Portfolio is insured under a blanket policy meeting the requirements set forth in the related loan agreement (in which case, no insurance escrows will be required, even if the Reserve Waiver Conditions are no longer met).

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 95 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

Replacement Reserve – In the event the Reserve Waiver Conditions are no longer being met, the borrowers are required to deposit monthly, with or on behalf of the lender, approximately $15,711 into a replacement reserve account.

TI/LC Reserve – In the event the Reserve Waiver Conditions are no longer being met, the borrower is required to deposit monthly, with or on behalf of the lender, $23,000 into a leasing reserve account.

The “Reserve Waiver Conditions” means the following: (i) the Tenneco lease is a triple net lease, remains in full force and effect with no monetary or material non-monetary default occurring thereunder and covers the entirety of the Blue Owl Tenneco Portfolio (Pool A) Portfolio, (ii) no Trigger Period (as defined below) is continuing, (iii) Tenneco is obligated pursuant to its lease (w) to pay directly to the applicable governmental authority taxes and other assessments (if any), (x) to maintain insurance consistent with the insurance requirements set forth in the loan documents, (y) is responsible for all capital expenditures related to the Blue Owl Tenneco Portfolio (Pool A) Portfolio and (z) to be responsible to directly pay for such other ongoing recurring property level expenses which would be covered by the applicable reserve which has been suspended, and (iv) Tenneco performs such obligations in a timely manner and the borrowers provide evidence of such performance to the lender in a timely manner.

Lockbox / Cash Management. The Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan is structured with a hard lockbox and springing cash management. The borrowers are required to direct the sole tenant to pay rent directly into the lockbox account, and to deposit any rents otherwise received into such account within two business days after receipt. During the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on a daily basis to a lender-controlled cash management account. Provided no event of default is continuing, funds in the cash management account are required to be applied to debt service, the reserves and escrows described above, budgeted operating expenses, lender-approved extraordinary expenses and required REIT distributions not exceeding $75,000 per annum, with any excess funds (i) during a Trigger Period due to a Lease Sweep Period (as defined below), to be deposited into a lease sweep reserve, (ii) if no Lease Sweep Period is continuing, but any other Trigger Period is continuing, to be deposited into a cash collateral account held by the lender as cash collateral for the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan during such Trigger Period.

A “Trigger Period” means the period commencing upon the occurrence of (i) an event of default under the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan documents, (ii) a Low DSCR Period (as defined below), or (iii) a Lease Sweep Period. A Trigger Period will end if (a) in the case of an event of default, a cure of such event of default is accepted by the lender, (b) in the case of a Low DSCR Period, the Low DSCR Period has been cured in accordance with the definition of such term, and (c) in the case of a Lease Sweep Period, such Lease Sweep Period has been cured in accordance with the definition of such term.

A “Low DSCR Period” will commence if as of the last day of two consecutive calendar quarters the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan interest only debt service coverage ratio is less than 1.35x; however, if any tenant becomes subject to certain underwritten net cash flow adjustments as described in the loan agreement, then the underwritten net cash flow as of the most recent calendar quarter may be immediately adjusted downward by the lenders and to the extent said adjustment results in a debt service coverage ratio that is below 1.35x, a Low DSCR Period will immediately commence. A Low DSCR Period will end when either (i) the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan interest only debt service coverage ratio is at least 1.35x as of the last day of two consecutive calendar quarters or (ii) cash has been deposited with the lenders (or swept into the cash collateral account) or (iii) a letter of credit has been delivered to the lender, in each case in an amount which if applied to repay the outstanding principal balance of the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan would cause the interest only debt service coverage ratio to be 1.35x. Such cash or letter of credit is required to be released to the borrowers if the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan interest only debt service coverage ratio is at least 1.35x as of the last day of two consecutive calendar quarters.

A “Lease Sweep Period” will commence on the first monthly payment date following (a) the earlier of (i) the date that is twelve months prior to the expiration of a Sweep Lease (as defined below) or (ii) the date required under the Sweep Lease by which the Sweep Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised); (b) upon (1) the surrender, cancellation or termination of a Sweep Lease (or any material portion thereof) or (2) upon the borrower’s receipt of written notice by a Sweep Tenant of its intent to effect a surrender, cancellation or termination of its Sweep Lease (or any material portion thereof); (c) if a Sweep Tenant has discontinued its business (i.e., “goes dark”) for a period of 30 days in 10% or more of its space at the Blue Owl Tenneco Portfolio (Pool A) Properties (provided that a Lease Sweep Period will not be deemed to exist if the sole reason the Sweep Tenant is dark is to (i) perform alterations or repairs in accordance with its lease and the loan documents for a period not to exceed 90 days, (ii) restore the applicable Blue Owl Tenneco Portfolio (Pool A) Property following a casualty or condemnation for a period of not more than 270 days or (iii) comply with governmental restrictions on the use or occupancy of the applicable Blue Owl Tenneco Portfolio (Pool A) Property in connection with any pandemic or epidemic and the Sweep Tenant resumes operations within 30 days after such government restrictions are lifted); (d) upon a monetary or material nonmonetary default under a Sweep Lease by a Sweep Tenant beyond any applicable notice and cure period, (e) upon a bankruptcy or insolvency proceeding of a Sweep Tenant or its direct or indirect parent company or lease guarantor (if any) (f) upon a decline in the credit rating of the Sweep Tenant (or its parent) below B- or equivalent by any rating agency or (g) upon the borrower or lender receiving notice or obtaining knowledge of a material monetary default under any corporate credit facility in place with respect to such person.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 96 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

A Lease Sweep Period will terminate upon: (A) in the case of clauses (a), (b), and (c) above, the entirety of the Sweep Lease space (or applicable portion thereof) is leased pursuant to one or more qualified leases (which must be on market terms and have terms that extend at least five years beyond the loan term) and in the lender’s reasonable judgement there are sufficient funds in the lease sweep reserve to cover all reasonably anticipated leasing expenses, and free or abated rent periods for such qualified leases, and any shortfalls in loan agreement payments or operating expenses resulting from anticipated down time prior to the commencement of payments under such qualified leases (collectively, “Shortfalls”); (B) in the case of clause (a) above, the Sweep Tenant irrevocably exercises its renewal option and there are sufficient funds in the lease sweep reserve to cover all anticipated Shortfalls or leasing expenses in connection with such renewal; (C) in the case of clause (c) above, the applicable tenant has ceased being dark and resumed occupancy for a period of no less than 30 days, or if the dark premises are less than 25% of the rentable space at the Blue Owl Tenneco Portfolio (Pool A) Properties, an amount equal to the dark premises multiplied by $10.00 has accumulated in the lease sweep reserve;(D) in the case of clause (d) above, the default in question has been cured and no other default is continuing for a period of 60 days thereafter; (E) in the case of clause (e) above, the applicable bankruptcy or insolvency proceeding has been terminated and the applicable Sweep Lease (and any guaranty of it) has been affirmed or assumed in a manner reasonably satisfactory to the lender or pursuant to a final non-appealable order of the bankruptcy court, all lease defaults have been cured and the Sweep Tenant is in occupancy and paying full, unabated rent, and adequate assurance of future performance under the Sweep Lease (and any guaranty), as reasonably determined by the lender, has been provided; (F) in the case of clause (f) above, the credit rating of the Sweep Lease tenant has been restored to at least “B-“ or equivalent by any of the rating agencies; and (G) in the case of clause (g) above, the earlier to occur of (x) delivery of evidence acceptable to the lender, in its sole and absolute discretion, that such material monetary default under such corporate credit facility has been cured or such corporate credit facility has been repaid in full and (y) the date funds equal to $12,000,000 have accumulated in the lease sweep reserve.

A “Sweep Lease” means the Tenneco Lease and any replacement lease that covers at least 25% of the rentable square feet of the Blue Owl Tenneco Portfolio (Pool A) Portfolio.

A “Sweep Tenant” means any tenant under a Sweep Lease.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. After the prepayment lockout expiration date, the related loan documents permit the release of any of the individual Blue Owl Tenneco Portfolio (Pool A) Properties (other than the 3160 Abbott Lane property) in connection with the sale of such property (a "Blue Owl Tenneco Sale Release"), upon satisfaction of the following conditions, among others, (i) no event of default is continuing, (ii) the sale is pursuant to an arm’s length agreement to a third party not affiliated with any borrower or guarantor, (iii) the borrowers prepay (x) the amount of any collateral held to cure a debt service coverage ratio related cash management trigger, and (y) the Release Amount (as defined below) for the applicable Blue Owl Tenneco Portfolio (Pool A) Property, and pay (z) a prepayment fee equal to the greater of 1.0% (or if an event of default is continuing, 4.0%) of the amount prepaid and a yield maintenance premium on the amounts so prepaid, (iv) after giving effect to such sale and prepayment, the interest only debt service coverage ratio must be no less than the greater of 2.58x and the interest only debt service coverage ratio immediately preceding the sale, (v) the applicable Blue Owl Tenneco Portfolio (Pool A) Property must be removed from the Tenneco Lease, and (vi) satisfaction of REMIC related conditions.

The related loan documents also permit the release of any of the individual Blue Owl Tenneco Portfolio (Pool A) Properties as to which the following conditions, among others, have been satisfied (a “Blue Owl Tenneco Defaulted Property Release”): (i) (x) an event of default is occurring that (1) is non-monetary in nature, (2) relates solely to the property being released (the “Defaulted Property”) and (3) after giving effect to the applicable release, no event of default is ongoing and (y) the borrowers have demonstrated in good faith to the lender that they have pursued a cure of such event of default (which will not require any capital contribution), which cure lender may accept or deny in its sole and absolute discretion, and (ii) all conditions to a Blue Owl Tenneco Sale Release set forth in the paragraph above, except that an event of default may exist (solely as to the Defaulted Property) and the release may be in connection with a transfer to a borrower affiliate.

The related loan documents also permit the release of any of the individual Blue Owl Tenneco Portfolio (Pool A) Properties as to which a casualty or condemnation has occurred (a “Blue Owl Tenneco Casualty/Condemnation Release”), provided that the following conditions, among others, have been satisfied, (i) either (x) the casualty or condemnation affects more than 60% of the rentable square footage at the applicable Blue Owl Tenneco Portfolio (Pool A) Property or (y) the lender has determined that the net proceeds of such casualty or condemnation will be applied to repay the mortgage and the amount of net proceeds so applied is equal to at least 30% of the allocated loan amount for the applicable property; (ii) such release occurs no more than 120 days after the occurrence of the applicable casualty or condemnation, and (iii) all conditions to a Blue Owl Tenneco Sale Release set forth above, except that the release may be in connection with a transfer to a borrower affiliate.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 97 

 

Industrial – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 7

Blue Owl Tenneco Portfolio
(Pool A)

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$43,000,000

43.2%

2.58x

16.7%

In addition, unless otherwise elected by the lender in its sole discretion, the related loan documents require the borrowers to obtain the release of any related individual properties as to which a Tenneco Divisional Transfer has occurred as described above under “Sole Tenant” (a “Blue Owl Tenneco Divisional Transfer Release”), and to satisfy the conditions to a Blue Owl Tenneco Sale Release in connection therewith, except that an event of default may exist and the release may be in connection with a transfer to a borrower affiliate.

Release Amount” means:

·(A) with respect to any Blue Owl Tenneco Portfolio (Pool A) Property released pursuant to a Blue Owl Tenneco Sale Release or a Blue Owl Tenneco Defaulted Property Release (other than the 3160 Abbott Lane property), the greater of (x) 85% of the net sales proceeds of such property and (y)(I) until such time as the outstanding principal balance of the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan is reduced by 20%, 110% of its allocated loan amount and (II) upon such time as the outstanding principal balance of the Blue Owl Tenneco Portfolio (Pool A) Mortgage Loan is reduced by at least 20%, 125% of its allocated loan amount;
·(B) with respect to any release of the 3160 Abbott Lane property pursuant to a Blue Owl Tenneco Defaulted Property Release, 125% of its allocated loan amount;
·(C) with respect to any Blue Owl Tenneco Portfolio (Pool A) Property released pursuant to a Blue Owl Tenneco Casualty/Condemnation Release, 125% of its allocated loan amount; and
·(D) with respect to any Blue Owl Tenneco Portfolio (Pool A) Property released pursuant to a Blue Owl Tenneco Divisional Transfer Release, (x) with respect to the 3160 Abbott Lane property, 125% of its allocated loan amount and (y) with respect to each of the other Blue Owl Tenneco Portfolio (Pool A) Properties, will be released at 100% of its allocated loan amount. The lender has sole discretion as to whether a Blue Owl Tenneco Divisional Transfer Release occurs.

In addition, on any business day after the Closing Date of the Benchmark 2024-V7 securitization transaction, the loan documents permit the release of all or a portion of, (i) certain specified vacant unimproved land located on the 2845 West State Road 28 property and (ii) all or a portion of any vacant, non-improved land located on any other Blue Owl Tenneco Portfolio (Pool A) Property (each of (i) and (ii), a “Release Parcel”). Pursuant to agreements between the borrowers and Tenneco, such parties may each market the Release Parcel for sale (and upon such sale such Release Parcel will be removed from the Tenneco Lease), and the profits from any sale of a Release Parcel (net of expenses of the applicable borrower and Tenneco and all applicable taxes) are required to be divided 50% each between the applicable borrower and Tenneco. Such release is conditioned upon, among other things, (i) the Release Parcel constituting a legally divided separate tax lot (or if not yet divided, Tenneco is required to pay taxes on the entire lot, including the Release Parcel) and zoning lot, (ii) the release not causing any adverse effect on the use or operation of, or access to, the remaining portion of the related property or causing such remaining property to violate legal requirements or any document or instrument relating to such remaining property, (iii) following securitization, compliance with REMIC related conditions, (iv) conveyance of the Release Parcel to a third party or to Ten Portfolio Excess Land Owner LLC (an affiliate of the borrowers), and (v) deposit of any net proceeds received by the borrowers or any affiliate from the sale of the Release Parcel (but not any net proceeds allocable to Tenneco) into the lockbox account. In addition, the Release Parcel located on the 2845 West State Road 28 property may be released, and is expected to be released, prior to the Closing Date.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 98 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 99 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 100 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 101 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

Mortgage Loan Information Property Information
Loan Seller(s): Barclays Single Asset / Portfolio: Single Asset
Loan Purpose: Acquisition Property Type - Subtype: Office – CBD
Borrower Sponsors: National Capital Properties VI, LP and Kanden Realty & Development America LLC Collateral: Fee
Borrower(s): 1099 New York, LLC Location: Washington, DC
Original Balance(1): $42,000,000 Year Built / Renovated: 2008 / NAP
Cut-off Date Balance(1): $42,000,000 Property Management: QDC 1099 Management Services, LLC
% by Initial UPB: 5.1% Size: 179,585 SF
Interest Rate: 6.79700% Appraised Value / Per SF: $95,900,000 / $534
Note Date: March 22, 2024 Appraisal Date: February 13, 2024
Original Term: 60 months Occupancy: 91.3% (as of March 13, 2024)
Amortization: Interest Only UW Economic Occupancy: 90.0%
Original Amortization: NAP Underwritten NOI: $7,886,148
Interest Only Period: 60 months Underwritten NCF: $7,250,505
First Payment Date: May 6, 2024
Maturity Date: April 6, 2029 Historical NOI
Additional Debt Type(1): Pari Passu Most Recent NOI(4): $8,161,878 (TTM December 31, 2023)
Additional Debt Balance(1): $15,000,000 2022 NOI(4): $6,910,302
Call Protection(2): L(25),D(28),O(7) 2021 NOI(4): $8,545,419
Lockbox / Cash Management: Hard / Springing 2020 NOI: $8,517,103
Reserves(3) Financial Information(1)
Initial Monthly Cap
Taxes: $503,282 $251,641 NAP Cut-off Date Loan / SF: $317
Insurance: $0 Springing NAP Maturity Date Loan / SF: $317
Replacement Reserve: $0 $2,993 $107,751 Cut-off Date LTV: 59.4%
TI/LC: $0 $29,931 NAP Maturity Date LTV: 59.4%
Outstanding TI Reserve: $10,159,207 $0 NAP UW NOI DY: 13.8%
Free Rent Reserve: $3,345,790 $0       NAP UW NCF DSCR: 1.85x
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan(1) $57,000,000 57.4 % Purchase Price $95,000,000 95.6 %
Borrower Sponsor Equity 42,338,772 42.6   Borrower Credits(5) (13,504,997) (13.6 )
Upfront Reserves 14,008,279 14.1  
Closing Costs(6) 3,835,491 3.9  
Total Sources $99,338,772 100.0 % Total Uses $99,338,772 100.0 %
(1)The 1099 New York Avenue Mortgage Loan (as defined below) is part of the 1099 New York Avenue Whole Loan (as defined below) evidenced by two pari passu notes with an aggregate original principal balance and Cut-off Date Balance of $57,000,000. Financial information in the chart above reflects the 1099 New York Avenue Whole Loan. See “The Loan” herein.
(2)The lockout period will be at least 25 payments beginning with and including the first payment date of May 6, 2024. The borrower has the option to defease the 1099 New York Avenue Whole Loan in whole (but not in part) after 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) March 22, 2027. The assumed defeasance lockout period of 25 months is based on the expected closing date of the Benchmark 2024-V7 securitization in May 2024. The actual lockout period may be longer.
(3)See “Initial and Ongoing Reserves” below.
(4)MediaLinks (as defined below), the second largest tenant, executed a renewal for their space August 3, 2021 with an effective date February 1, 2022 extending their maturity date from July 2022 to March 2033. The MediaLinks lease renewal also provided for an abatement period of rent and reimbursement commencing February 2022 through March 2023, resulting in no MediaLinks rental income for these months, and thus a decrease of 2022 NOI compared to 2021 NOI and Most Recent NOI.
(5)Includes credits to the borrower for fitness center and rooftop improvements, outstanding tenant improvements, and free rent and recoveries, all of which have been reserved upfront.
(6)Includes an $855,000 rate buy down.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 102 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

The Loan. The eighth largest mortgage loan (the “1099 New York Avenue Mortgage Loan”) is part of a whole loan (the “1099 New York Avenue Whole Loan”) evidenced by two pari passu promissory notes with an aggregate original principal balance and Cut-off Date Balance of $57,000,000, which is secured by a first deed of trust encumbering the borrower’s fee interest in a 179,585 square foot office property located in Washington, DC (the “1099 New York Avenue Property”). The 1099 New York Avenue Mortgage Loan is evidenced by the controlling note A-1. The 1099 New York Avenue Whole Loan was co-originated on March 22, 2024 by Barclays and Argentic Real Estate Finance 2 LLC and accrues interest at a fixed rate of 6.79700% per annum. The 1099 New York Avenue Whole Loan has an initial term of 60 months and has a remaining term of 59 months as of the Cut-off Date. The 1099 New York Avenue Whole Loan requires interest-only payments during its entire term.

The table below summarizes the promissory notes that comprise the 1099 New York Avenue Whole Loan. The relationship between the holders of the 1099 New York Avenue 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” in the Preliminary Prospectus. The 1099 New York Avenue Whole Loan will be serviced under the pooling and servicing agreement for the Benchmark 2024-V7 securitization as described under “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 $42,000,000 $42,000,000 Benchmark 2024-V7 Yes
A-2 15,000,000 15,000,000 Argentic Real Estate Finance 2 LLC(1) No
Whole Loan $57,000,000 $57,000,000
(1)The Note held by Argentic Real Estate Finance 2 LLC is expected to be contributed to a future securitization transaction or may otherwise be transferred at any time.

The Property. The 1099 New York Avenue Property is an 11-story, 179,585 square foot, Class-A, trophy office building located within the East End of Washington, DC. The 1099 New York Avenue Property was constructed in 2008 and features a façade comprised of overlapping glass panels on three sides, a spacious lobby, a 2,500 square foot fitness center and a four level parking garage with 113 total spaces, or 0.63 spaces per 1,000 square feet. The 1099 New York Avenue Property also has a rooftop terrace with views of the White House, US Capitol and Washington Monument. The fitness center is expected to undergo a $3.7 million renovation that is projected to be completed in late 2024. The renovation is expected to include an expansion to the fitness center, Wi-Fi capabilities, bike storage, and a tenant lounge adjacent to the fitness center. The cost of such renovation has been reserved upfront. The 1099 New York Avenue Property is located just a twelve minute walk, or 0.6 miles, from the White House.

The 1099 New York Avenue Property is 91.3% occupied by six unique tenants, which consist of five office tenants and one ground floor retail tenant, which have a weighted average remaining lease term of approximately 9.3 years as of the Cut-off Date. The ground floor retail tenant is Sfoglina, which is an Italian restaurant. Sfoglina has been at the 1099 New York Avenue Property since 2013 and occupies 5,683 square feet on a lease through April 2033. Occupancy at the 1099 New York Avenue Property has been over 86% each year since 2014 with a ten-year average occupancy rate of 93.5%.

Major Tenants. The three largest tenants based on underwritten base rent are Jenner & Block, LLP, Medialinks TV, LLC and Securities Industry and Financial Markets Association.

Jenner & Block, LLP (83,334 square feet; 46.4% of NRA, 52.2% of underwritten base rent): Founded in 1914, Jenner & Block, LLP (“Jenner & Block”) is a law firm that focuses primarily on election law, government controversy and telecommunication litigation. Jenner & Block has six total offices throughout the United States, plus one office in London, and over 500 lawyers across the United States and United Kingdom. Jenner & Block has been at the 1099 New York Avenue Property since it was constructed in 2008 and recently extended their lease for an additional 11 years through July 2034. Jenner & Block has either two, five-year renewal options or one, ten-year renewal option at the discretion of the tenant. Jenner & Block has a one-time option to terminate its lease effective on June 1, 2031 with at least 18 months prior written notice and the payment of a termination fee of approximately $8.6 million which is required under the loan documents to be reserved with the lender if the termination option is exercised. If Jenner & Block provides notice of its intention to terminate its lease, a full cash flow sweep would commence until the cash flow sweep event is cured. 

Medialinks TV, LLC (47,414 square feet; 26.4% of NRA, 28.7% of underwritten base rent): Medialinks TV, LLC (“MediaLinks”) is a subsidiary of China Global Television Network Corporation (“CGTN”) which is a state-owned media outlet of the Chinese government. CGTN was founded in 2016 and now has TV channels that are available in more than 160 countries and regions worldwide. CGTN is headquartered in Beijing and has three production centers located in Nairobi, Kenya, London, United Kingdom and Washington, DC. MediaLinks has been at the 1099 New York Avenue Property since 2012 and recently renewed its lease for an additional approximately 11.2 years through March 2033. MediaLinks either has one, five-year renewal option or one, ten-year renewal option remaining which is

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 103 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

at the discretion of the tenant. Additionally, MediaLinks has a one-time option to terminate its lease effective on March 31, 2028 subject to 18 months prior written notice and the payment of a termination fee which is approximately $6.9 million which is required under the loan documents to be reserved with the lender if the termination option is exercised. If MediaLinks does notify the borrower of its intent to terminate its lease, a full cash flow sweep would commence until the cash flow sweep event is cured.

Securities Industry and Financial Markets Association (17,288 square feet; 9.6% of NRA, 10.5% of underwritten base rent): The Securities Industry and Financial Markets Association (“SIFMA”) is the leading trade association for broker-dealers, investment banks and asset managers operating in the United States and global capital markets. SIFMA advocates on legislation, regulation and business policy affecting retail and institutional investors, equity and fixed income markets and other products and services. SIFMA’s broker-dealer members comprise 80% of the United States market share by revenues and 70% of financial advisors managing approximately $18 trillion of client assets. SIFMA took occupancy at the 1099 New York Avenue Property in 2019 on a lease through October 2032. SIFMA has two, five-year renewal options and no termination options.

The following table presents certain information relating to the tenants at the 1099 New York Avenue Property:

Tenant Summary(1)

Tenant

Credit Rating (Moody’s/S&P/Fitch) Net Rentable Area (SF) % of Net Rentable Area U/W Base Rent U/W Base Rent Per SF % of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Options
Jenner & Block(2) NR/NR/NR 83,334 46.4 % $4,404,439 $52.85 52.2 % 7/31/2034 Y(3) Various(4)
MediaLinks NR/NR/NR 47,414 26.4   2,419,106 $51.02 28.7   3/31/2033 Y(5) Various(6)
Securities Industry and
Financial Markets Association
NR/NR/NR 17,288 9.6   888,776 $51.41 10.5   10/31/2032 N 2 x 5 Yr
Bruch Law Group PLLC NR/NR/NR 6,372 3.5   314,649 $49.38 3.7   12/31/2028 Y(7) None
Sfoglina NR/NR/NR 5,683 3.2   242,833 $42.73 2.9   4/30/2033 N 1 x 5 Yr
Largest Tenants 160,091 89.1 % $8,269,804 $51.66 98.0 %
Remaining Occupied 3,824 2.1   168,753 $44.13 2.0  
Total Occupied 163,915 91.3 % $8,438,557 $51.48 100.0 %
Vacant 15,670 8.7  
Total 179,585 100.0 %
(1)Based on the underwritten rent roll dated March 13, 2024 and includes contractual rent steps through February 2025.
(2)So long as no monetary or material non-monetary event of default exists under its lease, Jenner & Block has a rent abatement period for 14 months from June 1, 2023 through July 31, 2024, with respect to all of its space except the seventh floor, and a rent abatement period of 20 months from June 1, 2023 through January 31, 2025 with respect to its space on the seventh floor (16,553 square feet). Free rent associated with such rent abatement periods have been reserved upfront.
(3)Jenner & Block has a one-time option to terminate its lease effective on June 1, 2031 with at least 18 months prior written notice and the payment of a fee of approximately $8.6 million which would be reserved with the lender if exercised.
(4)Jenner & Block either has one, ten-year renewal option or two, five-year renewal options which is up to the discretion of the tenant.
(5)MediaLinks has a one-time option to terminate its lease effective on March 31, 2028 subject to 18 months prior written notice and the payment of a fee of approximately $6.9 million which would be reserved with the lender if exercised.
(6)MediaLinks either has one, five-year renewal option or one, ten-year renewal option which is up to the discretion of the tenant.
(7)Bruch Law Group PLLC has the option to terminate its lease effective as of December 31, 2026 (the “Early Termination Date”) if notice is provided to the landlord by October 31, 2025 and payment of the termination fee prior to the termination date. The termination fee is equal to the sum of (x) two times the monthly base rent and additional rent due under the lease through and including the Early Termination Date and (y) the unamortized portion of the lease costs as of the Early Termination Date.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 104 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

 

The following table presents certain information relating to the lease rollover schedule at the 1099 New York Avenue Property:

 

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA UW Base Rent % of Total UW Base Rent UW Base Rent $ per SF # of Expiring Leases
MTM 0 0.0 % 0.0%   $0   0.0 % $0.00 0
2024 0 0.0   0.0%   0   0.0   $0.00 0
2025 0 0.0   0.0%   0   0.0   $0.00 0
2026 0 0.0   0.0%   0   0.0   $0.00 0
2027 0 0.0   0.0%   0   0.0   $0.00 0
2028 6,372 3.5   3.5%   314,649   3.7   $49.38 1
2029 3,824 2.1   5.7%   168,753   2.0   $44.13 1
2030 0 0.0   5.7%   0   0.0   $0.00 0
2031 0 0.0   5.7%   0   0.0   $0.00 0
2032 17,288 9.6   15.3%   888,776   10.5   $51.41 1
2033 53,097 29.6   44.9%   2,661,939   31.5   $50.13 2
2034 83,334 46.4   91.3%   4,404,439   52.2   $52.85 1
2035 & Thereafter 0 0.0   91.3%   0   0.0   $0.00 0
Vacant 15,670 8.7   100.0%   NAP   NAP   NAP NAP
Total / Wtd. Avg. 179,585 100.0 %   $8,438,557   100.0 % $51.48 6
(1)Based on underwritten rent roll dated March 13, 2024 and includes contractual rent steps through February 2025.
(2)Certain leases may have termination options that are exercisable prior to the originally stated expiration date of the lease and that are not considered in this Lease Rollover Schedule.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 105 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

Appraisal. According to the appraisal, the 1099 New York Avenue Property has an “As Is – Subject to Extraordinary Assumption”, associated with the leasing costs attributed to Jenner & Block, Bruch Law Group PLLC and MediaLinks, appraised value of $95,900,000 as of February 13, 2024. The tenant improvement and leasing commission costs associated with such extraordinary assumption have been reserved upfront.

Appraisal Approach

Appraised Value

Capitalization Rate

Income Capitalization Approach $95,900,000 8.00%

Environmental Matters. According to a Phase I environmental report dated February 20, 2024, there are no recognized environmental conditions or recommendations for further action at the 1099 New York Avenue Property.

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the 1099 New York Avenue Property:

Cash Flow Analysis(1)
  2020 2021(2) 2022(2) 2023(2) U/W U/W Per SF
Base Rent(3) $9,330,602 $9,242,397 $8,667,178 $8,459,800 $8,438,557 $46.99
Gross Up Vacancy 419,952 353,412 1,283,268 1,156,208 $568,287 $3.16
Gross Potential Rent $9,750,554 $9,595,809 9,950,446 $9,616,008 $9,006,844 $50.15
Total Reimbursements 4,810,328 4,870,253 3,441,020 5,075,711 $5,630,518 $31.35
Other Revenue 220,748 202,745 494,806 431,313 $431,313 $2.40
Net Rental Income $14,781,630 $14,668,806 $13,886,272 $15,123,032 $15,068,674 $83.91
Vacancy/Credit Loss (419,952) (353,412) (1,283,268) (1,156,208) ($900,684) ($5.02)
Effective Gross Income $14,361,678 $14,315,394 $12,603,004 $13,966,824 $14,167,990 $78.89
Taxes 2,937,353 2,872,841 2,608,738 2,705,509 $3,020,756 $16.82
Insurance 126,878 142,213 157,677 163,067 $70,859 $0.39
Repairs and Maintenance 1,240,091 1,253,654 1,360,516 1,323,197 $1,323,197 $7.37
Other Expenses 1,540,253 1,501,266 1,565,771 1,613,172 $1,867,030 $10.40
Total Expenses $5,844,576 $5,769,975 $5,692,702 $5,804,946 $6,281,842 $34.98
Net Operating Income $8,517,103 $8,545,419 $6,910,302 $8,161,878 $7,886,148 $43.91
Capital Expenditures 0 0 0 0 $35,917 $0.20
TI/LC 0 0 0 0 $599,727 $3.34
Net Cash Flow $8,517,103 $8,545,419 $6,910,302 $8,161,878 $7,250,505 $40.37
             
Occupancy(4) 95.3% 91.5% 86.9% 90.8% 90.0%(5)  
NCF DSCR(6) 2.17x 2.18x 1.76x 2.08x 1.85x  
NOI Debt Yield(6) 14.9% 15.0% 12.1% 14.3% 13.8%  
(1)Based on the underwritten rent roll dated March 13, 2024.
(2)MediaLinks, the second largest tenant, executed a renewal for their space August 3, 2021 with an effective date of February 1, 2022 extending their maturity date from July 2022 to March 2033. The MediaLinks lease renewal also provided for an abatement period of rent and reimbursement commencing February 2022 through March 2023, resulting in no MediaLinks rental income for these months, and thus a decrease of 2022 Net Operating Income compared to 2021 and 2023 Net Operating Income.
(3)U/W Base Rent includes contractual rent steps through February 2025.
(4)Represents the average quarterly occupancy for each year.
(5)U/W occupancy is based on economic occupancy.
(6)Based on the 1099 New York Avenue Whole Loan.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 106 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

The Market. The 1099 New York Avenue Property is located in the East End submarket within the greater Washington DC market. The East End is focused between 6th and 12th streets NW from Market Square to Mount Vernon Square. The White House, Capital One Arena and Walter E. Washington Convention Center are all located within a few blocks of the 1099 New York Avenue Property. Capital One Arena is an over 18,000 seat arena that hosts the Washington Wizards, Washington Capitals and the Georgetown men’s basketball team. The Walter E. Washington Convention Center generates approximately $1 billion in annual spending. Additionally, the 1099 New York Avenue Property is located adjacent to CityCenterDC, which is a luxury, mixed-use complex that spans across 2.5 million square feet. CityCenterDC consists of office, retail, hotel and apartment uses.

The 1099 New York Avenue Property is located less than five miles north of Reagan National Airport. Union Station, the area’s primary train station, is located slightly over one mile east of the 1099 New York Avenue Property. The nearest Metrorail station is just two blocks away from the 1099 New York Avenue Property. The Metrorail is Washington, DC’s subway system which provides convenient access for residents and employees to travel throughout the city and surrounding suburbs in Maryland and Virginia. Additionally, the 1099 New York Avenue Property is located on New York Avenue which is a primary east-west thoroughfare in Washington, DC.

As of the third quarter of 2023, the Washington, DC Office Market direct vacancy rate was 19.3% and was 21.4% in the East End submarket. Trophy/Class A office space has a vacancy rate of 11.8% in the Washington, DC market and 9.1% trophy vacancy rate in the submarket. Overall vacancy is higher partially due to several Class B and Class C office buildings, totaling 1.7 million square feet, sold for non-office conversions or redevelopments. These conversions have not yet taken place, resulting in these largely vacant office buildings weighing on vacancy rates. No new office space was delivered through the third quarter of 2023 and there is currently approximately 1 million square feet of office space under construction which is the lowest level of new construction activity in several decades.

The Washington DC office market has demonstrated a preference for Trophy/Class A office space. Since the beginning of 2020, Trophy buildings have represented more than 45% of the market’s new leasing activity and renovated Class A space represents an additional 19%, bringing the total figure to 65%. Since 2017, Trophy space absorption in the market has been more than 4.2 million square feet total while the rest of office space in the market has a combined negative net absorption of 3.4 million square feet. Average triple net rent for Trophy office space was $53.70 as of the middle of 2023, or $78.38 on a gross lease basis, compared to $54.90 as of the third quarter of 2023 for the rest of the office space in the market on a gross lease basis. Underwritten rent per square foot at the 1099 New York Avenue Property is $84.74 on a gross lease basis or $51.48 on a triple net lease basis. Trophy office triple net average rent has increased by 5.5% since 2020. Per the appraisal, vacancy rate for Trophy office space in the market is expected to approach 0% by 2025.

The following table presents certain information relating to comparable sales to the 1099 New York Avenue Property:

Comparable Sales(1)

Property Name

City, State

Net Rentable Area (SF) Year Built / Renovated Class Sale Date Sale Price Sale Price / SF Cap Rate NOI / SF Occupancy

1099 New York Avenue Northwest

Washington, DC

179,585(2) 2008 / NAP A+ / Trophy Feb-24 $95,000,000(3) $529.00(2)(3) 8.00% $43.91(2) 91.3%(2)

Mills Building

Washington, DC

208,772 1966 / 2022 A+ / Trophy Dec-23 $200,000,000 $957.98 6.52% $62.50 88.0%

1050 17th

Washington, DC

154,000 2020 / NAP A Mar-23 $110,680,000 $718.70 9.00% $64.68 61.0%

601 Massachusetts

Washington, DC

478,882 2015 / NAP A Aug-22 $531,000,000 $1,108.83 5.21% $57.77 97.0%

L’Enfant Plaza Office – Southeast

Washington, DC

217,415 2019 / NAP A Sep-21 $166,500,000 $765.82 4.99% $38.21 96.0%

McPherson Building

Washington, DC

253,468 1988 / 2008 A Nov-19 $209,100,000 $824.96 5.80% $47.85 97.0%

1000 F

Washington, DC

94,273 2016 / NAP A Dec-20 $106,000,000 $1,124.39 5.00% $56.22 100.0%
(1)Source: the appraisal, unless otherwise indicated.
(2)Based on the underwritten rent roll dated March 13, 2024.
(3)Includes $13,504,997 of credits to the borrower for fitness center and rooftop improvements, outstanding tenant improvements, and free rent and recoveries.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 107 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

The following table presents certain information relating to the demographics of the 1099 New York Avenue Property:

Demographics Summary(1)
Property Name City, State Whole Loan Cut-off Date Balance 1-mile Population 3-mile Population 5-mile Population 1-mile Avg Household Income 3-mile Avg Household Income 5-mile Avg Household Income
1099 New York Avenue Washington, DC $57,000,000 55,149 383,844 813,464 $158,279 $151,646 $139,733
(1)Population statistics are sourced from a third party report. Demographics statistics is based on year-end 2022.

 

 

The Borrower and the Borrower Sponsors. The borrower for the 1099 New York Avenue Whole Loan is 1099 New York, 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 1099 New York Avenue Whole Loan. 

The borrower sponsors and non-recourse carveout guarantors are National Capital Properties VI, LP (“National Capital”) and Kanden Realty & Development America LLC (“Kanden”). National Capital is a holding entity for Quadrangle Development Corporation and has a 47.5% indirect interest in the borrowing entity. Quadrangle Development Corporation specializes in commercial real estate management, acquisitions and commercial property development in the Washington, DC metropolitan area. Quadrangle Development Corporation has completed, acquired, or is currently developing 62 properties totaling approximately 19.6 million square feet and a total cost of approximately $11.8 billion. Additionally, the Massachusetts Institute of Technology has a 49.29% interest in National Capital. Kanden is a global commercial real estate company with properties located in the United States, Japan, Europe and Australia and has a 47.5% indirect interest in the borrower. Kanden is headquartered in Osaka, Japan, and reported 2023 sales of approximately $707.1 million. Kanden was founded in 1957 and as of April 1, 2023 had 627 employees located in its offices throughout Japan, Thailand and Los Angeles.

Property Management. The 1099 New York Avenue Property is managed by QDC 1099 Management Services, LLC, an affiliate of National Capital.

Initial and Ongoing Reserves. At origination of the 1099 New York Avenue Whole Loan, the borrower deposited (i) $10,159,207 for outstanding landlord work and tenant improvement and leasing commissions, (ii) $3,345,790 for free rent and (iii) $503,282 for taxes. In accordance with the MediaLinks lease and the 1099 New York Avenue Whole Loan documents, on May 7, 2024, $4,868,865 of the outstanding landlord work and tenant improvement and leasing commissions reserve was transferred to the free rent reserve. The total amount attributed to outstanding landlord work and tenant improvement and leasing commissions reserve is $5,290,342 and the total amount attributed to the free rent reserve is $8,214,655 without giving credit to any disbursements since origination.

Tax Reserve – The borrower is required to escrow 1/12th of the annual estimated tax payments payable during the next ensuing 12 months, approximately $251,641, on a monthly basis.

Insurance Reserve – The borrower is required to escrow 1/12th of the annual estimated insurance payments on a monthly basis, provided that such requirement is waived so long as the 1099 New York Avenue Property is insured under a blanket policy meeting the requirements set forth in the related loan agreement.

Replacement Reserve – The borrower is required to deposit monthly with the lender 1/12th of $0.20 per rentable square foot for annual capital expenditures (which amount is expected to be approximately $2,993 per month) subject to a cap of approximately $107,751.

TI/LC Reserve – The borrower is required to deposit monthly with the lender 1/12th of $2.00 per rentable square foot for annual approved leasing expenses (which amount is expected to be approximately $29,931 per month).

Lockbox / Cash Management. The 1099 New York Avenue Whole Loan is structured with a hard lockbox and springing cash management. The borrower and property manager are required to direct the tenants to pay rent directly into the lockbox account, and to deposit into such account any rents otherwise received within one business day of receipt. During the continuance of a Trigger Period (as defined below) all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account. All excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 1099 New York Avenue Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 1099 New York Avenue Whole Loan during the continuance of a Cash Sweep Trigger Period.

Cash Sweep Trigger Period” means a period of time (A) commencing upon the earliest of (i) the occurrence of an event of default, (ii) the NCF DSCR (as defined below) being less than 1.25x for any two (2) consecutive calendar quarters (a “Cash Sweep Debt Service Coverage Ratio Event”), (iii) the occurrence of a Jenner & Block Tenant Trigger Event (as defined below) and (iv) the occurrence of a

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 108 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

MediaLinks Tenant Trigger Event (as defined below); and (B) expiring upon (w) with regard to any Cash Sweep Trigger Period commenced in connection with clause (i) above, the acceptance by the lender of a cure of such event of default, (x) with regard to any Cash Sweep Trigger Period commenced in connection with clause (ii) above, the date that the debt service coverage ratio is greater than or equal to 1.30x for any two (2) consecutive calendar quarters, (y) with regard to any Cash Sweep Trigger Period commenced in connection with clause (iii) above, the occurrence of a Jenner & Block Tenant Trigger Cure (as defined below) and (z) with regard to any Cash Sweep Trigger Period commenced in connection with clause (iv) above, the occurrence of a MediaLinks Tenant Trigger Cure (as defined below). Notwithstanding the foregoing, a Cash Sweep Trigger Period will not be deemed to expire in the event that a Cash Sweep Trigger Period then exists for any other reason.

A “Trigger Period” means the period commencing upon the occurrence of (i) an event of default, (ii) a net cash flow debt service coverage ratio (“NCF DSCR”) less than 1.25x for any one calendar quarter, (iii) the occurrence of a Jenner & Block Tenant Trigger Event and (iv) the occurrence of a MediaLinks Tenant Trigger Event. A Trigger Period will end upon (a) in the case of an event of default under the 1099 New York Avenue Whole Loan documents, a cure of such event of default is accepted by the lender, (b) with regard to clause (ii) above, a NCF DSCR greater than or equal to 1.30x for two consecutive calendar quarters, (c) with regard to clause (iii) above, the occurrence of a Jenner & Block Trigger Cure and (d) with regard to clause (iv) above, the occurrence of a MediaLinks Tenant Trigger Cure.

A “Jenner & Block Tenant Trigger Event” means the period commencing upon Jenner & Block (i) Going Dark (as defined below), (ii) defaulting under its lease, (iii) becoming the subject of a bankruptcy or insolvency proceeding or (iv) providing notice of its intent to terminate its lease. A Jenner & Block Tenant Trigger Event will expire upon a Jenner & Block Tenant Trigger Cure.

Going Dark” and “Gone Dark” each means, with respect to any tenant, that the tenant is not in physical occupancy of, or is not operating, in more than 25% of the space leased to such tenant at the 1099 New York Ave Property.

A “Jenner & Block Tenant Trigger Cure” means (1) with respect to clause (i) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria (as defined below) or (y) Jenner & Block resumes occupancy of its space and the lender receives an updated estoppel that confirms (a) the lease is in full force and effect and (b) that Jenner & Block has been in physical occupancy of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark for at least 30 days and is paying full contractual rent, (2) with respect to clause (ii) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria, (y) the borrower provides evidence that Jenner & Block has cured the default under its lease and provides evidence that Jenner & Block is in physical occupancy of, and open for normal operations in a sufficient portion of the space covered by its lease such that it has not Gone Dark and is paying full contractual rent, (3) with respect to clause (iii) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria or (y) the borrower provides the lender with (a) evidence that the assets of Jenner & Block or its parent company or lease guarantor are no longer subject to the jurisdiction of the bankruptcy court, (b) evidence that its lease or guaranty as applicable has been affirmed and (c) an updated tenant estoppel certificate from Jenner & Block confirming that the lease is in full force and effect, Jenner & Block is in physical possession of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark and is paying full contractual rent and (4) with regard to clause (iv) above, the satisfaction of the Major Tenant Replacement Lease Criteria.

A “MediaLinks Tenant Trigger Event” means the period commencing upon the occurrence of (i) the earlier to occur of (a) 12 months prior to the expiration date of MediaLinks’ lease and (b) the date by which MediaLinks is required to deliver notice of its renewal or extension of its lease, in each case unless and until MediaLinks has delivered notice or renewed or extended its lease, (ii) MediaLinks (x) Going Dark, (y) becoming the subject of a bankruptcy or insolvency proceeding or (z) defaulting on its monetary obligations under its lease or (iii) MediaLinks providing notice of its intent to terminate or not renew its lease.

A “MediaLinks Tenant Trigger Cure” means (1) with respect to clause (i) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria or (y) the satisfaction of the Major Tenant Renewal Criteria (as defined below), (2) with respect to clause (ii)(x) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria or (y) MediaLinks resumes occupancy of its space and the lender receives an updated estoppel that confirms (a) the lease is in full force and effect and (b) that MediaLinks has been in physical possession of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark and is paying full contractual rent, (3) with respect to clause (ii)(z) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria or (y) the borrower provides the lender with evidence that MediaLinks has cured the default under its lease and the lender receives an updated tenant estoppel certificate that confirms (a) the lease is in full force and effect, (b) MediaLinks is in physical occupancy of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark and paying full contractual rent and (c) there is no default by either party under such lease, (4) with regard to clause (ii)(y) above, either (x) the satisfaction of the Major Tenant Replacement Lease Criteria or (y) the borrower provides the lender with (a) evidence that the assets of MediaLinks or its parent company or lease guarantor are no longer subject to the jurisdiction of the bankruptcy court, (b) evidence that its lease or guaranty as applicable has been affirmed and (c) an updated tenant estoppel certificate from MediaLinks confirming that the lease is in full force and effect, MediaLinks is in physical possession of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark and is paying full contractual rent and (5) with regard to clause (iii) above, the satisfaction of the Major Tenant Replacement Lease Criteria.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 109 

 

Office - CBD

1099 New York Avenue Northwest

Washington, DC 20001

 

Collateral Asset Summary – Loan No. 8

1099 New York Avenue

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,000,000

59.4%

1.85x

13.8%

Major Tenant Renewal Criteria” means the lender received (i) evidence reasonably satisfactory to the lender that MediaLinks has renewed its lease in accordance with the terms set forth in such lease or otherwise on terms acceptable to the lender and if there are outstanding tenant improvements or leasing commission obligations on the part of the borrower (whether previously existing or as part of the lease renewal), such amounts have been reserved in the applicable accounts, and (iii) the borrower confirms that there is no default by either party under such lease.

Major Tenant Replacement Lease Criteria” means the satisfaction of the following conditions with respect to all of the space attributed to Jenner & Block and/or MediaLinks: (i) the borrower has entered into one or more leases with a Major Tenant Replacement Tenant (as defined below), (ii) each Major Tenant Replacement Tenant is in physical occupancy of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark and paying full contractual rent, (iii) the borrower provides the lender with (a) a copy of each executed Major Tenant Replacement Tenant lease, (b) a tenant estoppel certificate satisfactory to the lender executed by each Major Tenant Replacement Tenant which confirms that such lease is in full force and effect, the tenant is in physical occupancy of, and open for normal operations in, a sufficient portion of the space covered by its lease such that it has not Gone Dark and paying full contractual rent, (c) upon request of the lender, a subordination, non-disturbance and attornment agreement satisfactory to the lender, (d) an officer’s certificate stating that the borrower has performed and paid for, or there remain in the applicable accounts sufficient amounts for, all tenant improvements relating to such Major Tenant Replacement Tennant and there are no unpaid leasing commissions associated with such Major Tenant Replacement Tenant and (e) an updated rent roll.

Major Tenant Replacement Tenant” means a new tenant or tenants at the 1099 New York Avenue Property leasing all or part of the space presently occupied by Jenner & Block and/or MediaLinks pursuant to its respective lease.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 110 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 111 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 112 

 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

Mortgage Loan Information   Property Information
Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type – Subtype: Multifamily – Mid Rise
Borrower Sponsor(s): Isaac Stern and Joseph Brunner   Collateral: Fee
Borrower(s): 4th Street Developments LLC   Location: Astoria, NY
Original Balance: $41,000,000   Year Built / Renovated: 2023 / NAP
Cut-off Date Balance: $41,000,000   Property Management: Bruman Realty LLC
% by Initial UPB: 5.0%   Size: 99 Units
Interest Rate: 6.64000%   Appraised Value / Per Unit(4): $64,400,000 / $650,505
Note Date: April 10, 2024   Appraisal Date: February 19, 2024
Original Term: 60 months   Occupancy: 97.0% (as of March 26, 2024)
Amortization: Interest Only   UW Economic Occupancy: 97.0%
Original Amortization: NAP   Underwritten NOI: $3,352,651
Interest Only Period: 60 months   Underwritten NCFs: $3,327,901
First Payment Date: June 6, 2024      
Maturity Date: May 6, 2029   Historical NOI(3)
Additional Debt Type: NAP   Most Recent NOI: NAV
Additional Debt Balance: NAP   2022 NOI: NAV
Call Protection: L(24),D(31),O(5)   2021 NOI: NAV
Lockbox / Cash Management: Springing / Springing   2020 NOI: NAV

 

Reserves(1)   Financial Information
  Initial Monthly Cap   Cut-off Date Loan / Unit: $414,141
Taxes: $23,940 $4,788 NAP   Maturity Date Loan / Unit: $414,141
Insurance: $47,164 $5,240 NAP   Cut-off Date LTV: 63.7%
Replacement Reserves: $0 $2,063 NAP   Maturity Date LTV: 63.7%
TI / LC: $0 $0 NAP   UW NOI DY: 8.2%
Environmental: $47,875 $0 NAP   UW NCF DSCR: 1.21x
Other(2): $1,125,205 $0 NAP      

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $41,000,000 100.0%   Loan Payoff $31,005,069 75.6 %
        Sponsor Equity 6,490,772 15.8  
        Closing Costs(5) 2,259,976 5.5  
        Upfront Reserves 1,244,184 3.0  
Total Sources $41,000,000 100.0%   Total Uses $41,000,000 100.0 %
(1)See “Initial and Ongoing Reserves” below.
(2)Other initial reserves include an upfront Section 421(a) reserve of $1,108,905 and an upfront rent concession reserve of $16,300. See “The Property” below.
(3)Historical NOI information is not available because the 26-30 4th Street Property (as defined below) was recently constructed in 2023.
(4)The borrower is in the process of applying for a 421-a tax exemption, which has not been approved. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus. The appraisal calculates the net present value of such 421-a exemption to be $22,118,455, which such amount is included in the capitalized value set forth in the appraisal.
(5)Closing Costs include a rate buydown fee of $717,500.

The Loan. The ninth largest mortgage loan (the “26-30 4th Street Mortgage Loan”) is secured by the borrower’s fee interest in a Class A, 99 unit, part five- and part seven-story mid-rise multifamily property located in the Astoria neighborhood of the Queens borough in New York City (the “26-30 4th Street Property”). The 26-30 4th Street Mortgage Loan is evidenced by a single promissory note with an outstanding principal balance as of the Cut-off Date of $41,000,000. The 26-30 4th Street Mortgage Loan was originated on April 10, 2024 by CREFI and accrues interest at a fixed rate of 6.64000% per annum. The 26-30 4th Street Mortgage Loan has an initial term of five-years and is interest-only for the full term. The scheduled maturity date of the 26-30 4th Street Mortgage Loan is May 6, 2029.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 113 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

The Property. The 26-30 4th Street Property is a recently constructed, 99 unit, mid-rise multifamily property located at 26-30 4th Street in the Astoria neighborhood of the Queens borough in New York City. The 26-30 4th Street Property was completed in 2023 and is comprised of a part five- and part seven-story complex that contains 99 residential units. Amenities at the 26-30 4th Street Property include on-site parking with 50 total spaces, elevators, a bike room, lounge, gym and rooftop. The 26-30 4th Street Property is located in close proximity to the East River with primary access provided by Queens Boulevard, the NYC Ferry, and the 30th Avenue subway station with service to the N and W train lines.

The borrower sponsors are utilizing the Family Homelessness and Eviction Protection Supplement program (“CityFHEPS”), a rental assistance program administered by the New York City Department of Social Services to help tenants find and keep housing. Of the 99 residential units at the 26-30 4th Street Property, 69 are market rate units and 30 are affordable-rate units. Each of such affordable-rate units were participants in CityFHEPS as of the date of origination of the 26-30 4th Street Mortgage Loan. See “Description of the Mortgage Pool—Property Types—Multifamily Properties” in the Preliminary Prospectus.

The unit mix at the 26-30 4th Street Property consists of 15 market rate studio units, six rent restricted studio units, 43 market rate one-bedroom units, 19 rent restricted one-bedroom units, 11 market rate two-bedroom units, and five rent restricted two-bedroom units. Unit amenities at the 26-30 4th Street Property include stainless steel kitchen appliances, hardwood floors, central air, and balconies for select units. As of March 26, 2024, the 26-30 4th Street Property was 97.0% occupied.

The borrower has applied for a 35-year 421-a Affordable New York Housing Tax Exemption Program exemption that would benefit the 26-30 4th Street Property. In order to qualify for the tax exemption, at least 30% of the units at the 26-30 4th Street Property must be leased as “affordable units” which are defined as affordable to a household whose income does not exceed 130% of the area median income. For years one through 25 of such exemption, 100% of the projected assessed value of the 26-30 4th Street Property improvements on the tax lot would be exempt from real estate taxes. The exemption would then fall to 30% in years 26 through 35 of such exemption. Taxes were underwritten to the appraiser’s year-one abated 2024/2025 taxes of $54,719 versus the appraisal’s estimated full tax liability for 2024/2025 of $1,108,905. The borrower and the guarantors will have full recourse liability for a portion of the 26-30 4th Street Mortgage Loan in an amount equal to $22,100,000 until the date on which the lender approves evidence delivered by the borrower that the applicable Section 421(a) benefits for the 26-30 4th Street Property have been implemented in accordance with the 26-30 4th Street Mortgage Loan documents. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.

The following table presents certain information relating to the unit mix at the 26-30 4th Street Property:

Unit Mix(1)
Unit Type # of Units % of Total Units Occupancy Average Unit Size (Sq. Ft.) Average Monthly Rent Per Unit Average Monthly Market Rent Per Unit(2)
Studio 15 15.2%                  80.0% 394 $3,012 $2,950
Studio - Affordable Unit 6 6.1 100.0 342 $2,924 $2,950
1 BR/1BA 43 43.4 100.0 581 $3,156 $3,381
1 BR/1BA - Affordable Unit 19 19.2 100.0 479 $3,126 $3,381
2BR/1BA 4 4.0 100.0 810 $3,763 $4,050
2BR/1BA - Affordable Unit 2 2.0 100.0 825 $3,733 $4,050
2BR/1.5BA 1 1.0 100.0 682 $3,300 $3,600
2BR/2BA 6 6.1 100.0 887 $3,975 $4,408
2BR/2BA - Affordable Unit 3 3.0 100.0 665 $3,733 $4,408
Total / Wtd Avg. 99 100.0% 97.0% 555 $3,225 $3,426
(1)Based on the underwritten rent roll dated March 26, 2024. Average Monthly Rent Per Unit is based on occupied units.
(2)Source: Appraisal.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 114 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

The following table presents certain information relating to the Underwritten Net Cash Flow at the 26-30 4th Street Property:

Cash Flow Analysis(1)
  U/W U/W Per Unit
Base Rent $3,715,716 $37,532
Potential Income from Vacant Units 110,400 $1,115
Other Income(2) 205,829 $2,079
Gross Potential Rent $4,031,945 $40,727
Vacancy Residential (120,552) ($1,218)
Effective Gross Income $3,911,393 $39,509
     
Real Estate Taxes(3) 54,719 $553
Insurance 59,981 $606
Management Fee 117,342 $1,185
Other Expenses(4) 326,700 $3,300
Total Expenses $558,742 $5,644
     
Net Operating Income $3,352,651 $33,865
Replacement Reserves 24,750 $250
Net Cash Flow $3,327,901 $33,615
     
Occupancy 97.0%(5)  
NCF DSCR 1.21x  
NOI Debt Yield 8.2%  
(1)Historical financial information is not available because the 26-30 4th Street Property was recently constructed in 2023.
(2)Other Income includes parking income, amenity fees, application fees, and other miscellaneous income.
(3)Real Estate Taxes are underwritten assuming that the 26-30 4th Street Property benefits from the 421a tax abatement through the life of the 26-30 4th Street Mortgage Loan.
(4)Other Expenses include payroll and benefits, repairs and maintenance, utilities and general and administrative expenses.
(5)Represents economic occupancy.

 

Appraisal. According to the appraisal, the 26-30 4th Street Property had an “as-is” appraised value of $64,400,000 as of February 19, 2024. Based on the “as-is” value of $64,400,000, the Cut-off Date LTV and Maturity Date LTV for the 26-30 4th Street Mortgage Loan are 63.7%.

 

26-30 4th Street Appraised Value(1)
Property Value Capitalization Rate
26-30 4th Street $64,400,000 5.25%
(1)Source: Appraisal.

 

Environmental Matters. The Phase I environmental assessment dated March 5, 2024 identified as a controlled recognized environmental condition for the 26-30 4th Street Property residual subsurface impacts associated with historic onsite operations. In December 2022, the governing authority issued a notice of completion for the impacts at the 26-30 4th Street Property, which required that the institutional controls and engineering controls be placed on the 26-30 4th Street Property that restrict certain uses of the 26-30 4th Street Property without prior approval from the governing authority and that the 26-30 4th Street Property be managed pursuant to a site management plan. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The Market. The 26-30 4th Street Property is located at 26-30 4th Street in the Queens County multifamily submarket of Astoria. Primary access to the neighborhood is provided by Queens Boulevard with public transportation provided by the N and R subway lines, the NYC Ferry, and a nearby bus station. The 26-30 4th Street Property is located within the New York Metro multifamily market which according to the appraisal, as of December 31, 2023, had total inventory of 2,128,917 units, a vacancy rate of 2.2%, effective rent of $2,902 per unit and positive net absorption of 26,005 units.

According to the appraisal, the 26-30 4th Street Property is located in the Queens County multifamily submarket of the New York Metro multifamily market. As of December 31, 2023, the Queens County multifamily submarket had total inventory of 232,618 units, a vacancy rate of 1.7%, effective rent of $2,411 per unit and positive net absorption of 2,890 units.

According to the appraisal, the 2023 population within a 0.25-, 0.5- and 1.0-mile radius of the 26-30 4th Street Property was 7,324, 16,044 and 144,766, respectively. The 2023 average household income within the same radii was $72,879, $96,754 and $141,539, respectively.

The following table presents certain information relating to comparable multifamily properties to the 26-30 4th Street Property:

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 115 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

Multifamily Rent Comparables(1)
Property Name / Address Distance from Subject Year Built / Renovated Occupancy Number of Units Unit Type Average Unit Size Average Rent Per Unit
26-30 4th Street 2023 / NAP 97.0%(2) 99(2) 0BR / 1BA 394 SF(2) $3,012(2)
1BR / 1BA 581 SF(2) $3,156(2)
2BR / 2BA 840 SF(2) $3,836(2)
26-41 3rd Street 0.1 miles 2022 / NAP 81.0% 58 0BR / 1BA NAV NAV
1BR / 1BA 550 SF $3,000
2BR / 2BA 862 SF $4,450

The Winslow /

26-25 4th Street

0.1 miles 2023 / NAP 83.0% 165 0BR / 1BA 450 SF $3,000
1BR / 1BA 525 SF $3,250
2BR / 2BA 770 SF $4,100
28-16 21st Street 0.6 miles 2018 / NAP 98.0% 40 0BR / 1BA 420 SF $2,400
1BR / 1BA 550 SF $3,000
2BR / 2BA 760 SF $3,800
10 Halletts Point 0.2 miles 2018 / NAP 97.0% 404 0BR / 1BA 450 SF $3,150
1BR / 1BA 600 SF $3,600
2BR / 2BA 850 SF $4,600
23-33 Astoria
Boulevard
0.7 miles 2021 / NAP 95.0% 29 0BR / 1BA 590 SF $2,900
1BR / 1BA 650 SF $3,250
2BR / 2BA 1,050 SF $6,000
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated March 26, 2024. Average Unit Size and Average Rent Per Unit reflect the average fair market value rent for occupied units.

 

The Borrower and the Borrower Sponsors. The borrower is 4th Street Developments LLC, a New York limited liability company and single purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 26-30 4th Street Mortgage Loan. The borrower sponsors and non-recourse carveout guarantors are Joseph Brunner of Bruman Realty and Isaac Stern of Star Realty Group. Bruman Realty is a full-service real estate development firm that was established over ten years ago. Isaac Stern leads Stars Realty Group and maintains a portfolio of 13 assets, with a focus on multifamily assets throughout Brooklyn and Queens, New York. 

Property Management. The 26-30 4th Street Property is managed by Bruman Realty LLC, a borrower affiliated management company. 

Initial and Ongoing Reserves. At origination of the 26-30 4th Street Mortgage Loan, the borrower deposited approximately (i) $23,940 into a reserve account for real estate taxes, (ii) $47,164 into a reserve account for insurance premiums, (iii) $47,875 into an environmental reserve, (iv) $16,300 into a reserve account for free rent and (v) $1,108,905 into a reserve account in connection with an anticipated Section 421(a) tax abatement.

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 reasonably estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $4,788). Except with respect to the borrower’s obligation to fund (or cause to be funded) the Section 421(a) reserve (as discussed below), any deposits required to be made by the borrower into such real estate tax reserve will be calculated based on abated real estate taxes as if the Section 421(a) benefits for the 26-30 4th Street Property have been implemented.

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $5,240); provided, however, such amount will be waived if the liability or casualty policy maintained by the borrower is an approved blanket or umbrella policy.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 116 

Multifamily – Mid Rise

26-30 4th Street

Astoria, NY 11102

 

Collateral Asset Summary – Loan No. 9

26-30 4th Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,000,000

63.7%

1.21x

8.2%

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $2,063.

Section 421(a) Reserve – Commencing on the Tax Payment Date (as defined below) which is the earlier of: (i) the Tax Payment Date on which there are insufficient funds to pay all anticipated taxes for the following 12 month period and (ii) the Tax Payment Date occurring in June, 2025, and on each Tax Payment Date thereafter, the borrower is required to deposit (or cause the non-recourse carveout guarantor to deposit) into a Section 421(a) reserve, such amount as is sufficient to pay all anticipated taxes for the following 12 month period based on the most recent assessed value of the 26-30 4th Street Property. Provided no event of default has occurred and is continuing, such obligation will cease upon the date on which the lender approves evidence delivered by the borrower that the applicable Section 421(a) benefits for the 26-30 4th Street Property have been implemented in accordance with the 26-30 4th Street Mortgage Loan documents, and the lender will disburse all funds remaining in the Section 421(a) reserve (A) in the absence of a Trigger Period (as defined below), to the borrower within 10 business days after such date, or (B) during the continuance of a Trigger Period, to a lender-controlled cash management account to be applied in accordance with the 26-30 4th Street Mortgage Loan documents. “Tax Payment Date” means, with respect to any applicable taxes, the date occurring 30 days prior to the date the same are due and payable.

Lockbox / Cash Management. The 26-30 4th Street Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Trigger Period, the borrower is required to establish a lender-controlled lockbox account, and is thereafter required to deposit, or cause the property manager to deposit, immediately upon receipt, all revenue received by the borrower or the property manager into such lockbox. Within fifteen days after the borrower receives notice of the first occurrence of a Trigger Period, the borrower is required to deliver a notice to all tenants at the 26-30 4th Street 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 borrower unless a Trigger Period exists, 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 26-30 4th Street 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 26-30 4th Street Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 26-30 4th Street Mortgage Loan. 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. Upon an event of default under the 26-30 4th Street Mortgage Loan documents, the lender will apply funds to the debt in such priority as it may determine.

Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the 26-30 4th Street Mortgage Loan documents, and (ii) the debt service coverage ratio being less than 1.10x; and (B) expiring upon (x) with regard to clause (i) above, the cure (if applicable) of such event of default under the 26-30 4th Street Mortgage Loan documents, and (y) with regard to clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.10x for two consecutive calendar quarters.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 117 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 118 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 119 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

Mortgage Loan Information   Property Information
Loan Sellers: BMO, Barclays   Single Asset / Portfolio: Portfolio
Loan Purpose: Refinance   Property Type – Subtype(7): Various – Various
Borrower Sponsor(s): Global Net Lease Operating Partnership, L.P.   Collateral: Fee
Borrower(s)(1): Various   Location(7): Various, Various
Original Balance(2): $40,000,000   Year Built / Renovated(7): Various / Various
Cut-off Date Balance(2): $40,000,000   Property Management: Global Net Lease Properties, LLC
% by Initial UPB: 4.9%   Size: 3,908,306 SF
Interest Rate: 5.74400%   Appraised Value / Per SF: $440,475,000 / $113
Note Date: April 5, 2024   Appraisal Date(8): Various
Original Term: 60 months   Occupancy: 100.0% (as of May 6, 2024)
Amortization: Interest Only   UW Economic Occupancy: 100.0%
Original Amortization: NAP   Underwritten NOI: $29,914,041
Interest Only Period: 60 months   Underwritten NCF: $29,327,795
First Payment Date: May 6, 2024      
Maturity Date: April 6, 2029   Historical NOI
Additional Debt Type(2): Pari Passu   Most Recent NOI: $28,146,019 (December 31, 2023)
Additional Debt Balance(2): $197,000,000   2022 NOI: $27,583,927
Call Protection(3): L(11),YM1(14),DorYM1(28),O(7)   2021 NOI: $26,588,345
Lockbox / Cash Management: Hard / Springing   2020 NOI(9): NAV
Reserves(4)   Financial Information(2)
  Initial Monthly Cap   Cut-off Date Loan Per SF: $61  
Taxes: $376,843 $94,211(5) NAP   Maturity Date Loan Per SF: $61  
Insurance: $0 Springing NAP   Cut-off Date LTV: 53.8%  
FF&E: $0 Springing NAP   Maturity Date LTV: 53.8%  
TI/LC: $0 Springing NAP   UW NOI DY: 12.6%  
Other(6): $1,634,412 $0 NAP   UW NCF DSCR: 2.12x  

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan $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)See “The Borrowers and the Borrower Sponsor” below.
(2)The GNL Industrial Portfolio Mortgage Loan (as defined below) is part of the GNL Industrial Portfolio Whole Loan (as defined below), which is evidenced by 17 pari passu promissory notes with an aggregate principal balance of $237,000,000. The Financial Information presented above is based on the aggregate principal balance of the promissory notes comprising the GNL Industrial Portfolio Whole Loan.
(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 DSCR threshold necessary for casualty/condemnation proceeds to be made available to the borrowers), at any time after April 5, 2025, with the payment of a yield maintenance premium if such prepayment is made prior to October 6, 2028. From and after October 6, 2028, 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 pursuant to the GNL Industrial Portfolio Whole Loan documents, to cure a Debt Yield Trigger or to obtain the DSCR threshold necessary for casualty/condemnation proceeds to be made available to the borrowers), without the payment of a yield maintenance premium. 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 25 payments is based on the expected Benchmark 2024-V7 securitization closing date in May 2024. The actual lockout period may be longer.
(4)See “Initial and Ongoing Reserves” below for further discussion of reserve information.
(5)The borrowers are required to deposit monthly approximately $94,211 for five of the GNL Industrial Portfolio Properties. With respect to the remaining 15 properties, reserves for taxes are springing as discussed in “Tax Reserve” below.
(6)Other Reserves include the Follet Replacement Work Reserve (as defined below) of approximately $741,403, a free rent reserve of $553,119, a Cott Beverage Concrete Work Reserve (as defined below) of $230,000 and an outstanding TI/LC reserve of $109,890.
(7)See “The Properties” below.
(8)Appraisals are dated between February 28, 2024 and March 7, 2024.
(9)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.
(10)Closing Costs includes an interest rate buy-down fee of approximately $4,740,000.

 

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 120 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

The Loan. The tenth largest mortgage loan (the GNL Industrial Portfolio Mortgage Loan”) is part of a whole loan (the “GNL Industrial Portfolio 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 Notes A-3, A-6 and A-7 which have an outstanding principal balance as of the Cut-off Date of $40,000,000. The GNL Industrial Portfolio Whole Loan was co-originated on April 5, 2024 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 (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 relationship between the holders of the GNL Industrial Portfolio Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool— The Whole Loans—The Outside Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The GNL Industrial Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BMO 2024-5C4 securitization transaction. See “Summary of Terms—Relevant Parties—Outside Servicers, Outside Special Servicers, Outside Trustees and Outside Custodians” and “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” 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(1) 15,000,000 15,000,000 BMO 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(1) 8,000,000 8,000,000 Barclays No
A-9(1) 6,400,000 6,400,000 Barclays No
A-10(1) 4,000,000 4,000,000 Barclays No
A-11(1) 15,000,000 15,000,000 SGFC 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(1) 20,000,000 20,000,000 KeyBank No
A-15(1) 12,000,000 12,000,000 KeyBank No
A-16(1) 10,000,000 10,000,000 KeyBank 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 transactions.

The Properties. The GNL Industrial Portfolio Properties are comprised of 19 industrial properties and one office property totaling 3,908,306 square feet and 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, and 100% of net rentable area at five of the GNL Industrial Portfolio Properties are leased to Sauer Brands (as defined below) under a master lease.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 121 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

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%  
South Carolina 4 485,000 12.4%  
Illinois 1 486,868 12.5%  
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 May 6, 2024.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 122 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

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 May 6, 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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 123 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

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

Historical Occupancy(1)

2021

2022

2023

As of May 6, 2024(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 May 6, 2024.

Major Tenants. 

Fiat Chrysler (997,022 square feet; 25.5% of portfolio net rentable area (“NRA”); 29.0% of portfolio underwritten base rent). Fiat Chrysler Automobiles N.V. (“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 iconic automotive brands, industrial operations in more than 30 countries and 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 across 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 the lease at the end of 138th month of the lease term (i.e., April 2029) if it has not defaulted under the lease, by giving the landlord written notice of such termination no later than the end of the 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 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, 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 a 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 losses 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 lender acquires the Grupo Antolin, Shelby Township, MI property upon a foreclosure or action in lieu thereof until the lender sells or otherwise transfers title to the Grupo Antolin, Shelby Township, MI property to an unaffiliated third party. 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, Inc. (“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 with a lease expiration date of July 31, 2039, and two, five-year renewal options remaining. Sauer Brands occupies 247,000 square feet at the CF Sauer - 728 N Main St. mortgaged property with a lease expiration date of July 31, 2039, and two, five-year renewal options remaining. Sauer Brands occupies 152,000 square feet at the CF Sauer - 39 S Park Dr. mortgaged property with a lease expiration date of July 31, 2039, and two, five-year renewal options remaining. Sauer Brands occupies 80,000 square feet at the CF Sauer - 9 Old Mill Road mortgaged property with a lease expiration date of July 31, 2039, and two, five-year renewal options remaining. Sauer Brands occupies 6,900 square feet at the CF Sauer - 2447 Eunice Avenue mortgaged property with a lease expiration date of July 31, 2039, and two, five-year renewal options remaining. Sauer Brands occupies 6,000 square feet at the CF Sauer - 513 West Butler Road mortgaged property with a lease expiration date of July 31, 2039, and has two, five-year renewal options remaining. Sauer Brands does not have any termination options at any of the GNL Industrial Portfolio Properties.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 124 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

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

Tenant Summary(1)

 

Tenant

Credit Rating (Moody’s/
S&P/Fitch)(2)
Net Rentable Area (SF) % of Net
Rentable Area
U/W
Base Rent
U/W Base Rent
Per SF
% of Total
U/W Base
  Rent
Lease     
Expiration  
Renewal
Options
Fiat Chrysler Baa2 / BBB / BBB+ 997,022 25.5 %       $8,513,498 $8.54 29.0 % 7/02/2030 2 x 5 years
Grupo Antolin(3) B3 / B- / NR 359,807 9.2       3,802,404 $10.57   12.9   10/31/2032 2 x 5 years
Sauer Brands(4) NR / NR / NR 597,966 15.3       3,615,710 $6.05 12.3   7/31/2039 2 x 5 years
Follett School Solutions NR / NR / NR 486,868 12.5       2,212,474 $4.54 7.5   12/31/2029 1 x 5 years
ZF Active Safety(5) Ba1 / BB+ / NR 216,300 5.5       1,711,423 $7.91 5.8   10/31/2033 2 x 5 years
KUKA Systems NR / BBB+ / NR 200,000 5.1       1,200,000 $6.00 4.1   6/30/2034 1 x 5 years
Hannibal Industries Baa1 / A- / A- 109,000 2.8       1,186,508 $10.89   4.0   9/30/2029 2 x 5 years
Shaw Aero Devices Baa1 / BBB+ / BBB+ 130,581 3.3       1,108,751 $8.49 3.8   12/31/2032 2 x 5 years
Walgreens Ba2 / BBB- / NR 85,646 2.2       1,050,038 $12.26   3.6   11/30/2030 3 x 5 years
Central States Thermo King NR / NR / NR 56,029 1.4          992,862 $17.72   3.4   3/25/2030 2 x 5 years
Cott Beverages NR / NR / NR 170,000 4.3          867,512 $5.10 3.0   1/31/2027 4 x 5 years
FedEx Ground Baa2 / BBB / NR 138,487 3.5          855,554 $6.18 2.9   4/30/2032 2 x 5 years
A.M. Castle & Co(6) NR / NR / NR 127,600 3.3          811,272 $6.36 2.8   10/31/2029 2 x 5 years
VersaFlex A3 / BBB+ / BBB+ 113,000 2.9          774,000 $6.85 2.6   12/31/2038 4 x 5 years
Dunlop Protective Footwear NR / NR / NR 120,000 3.1          681,932 $5.68 2.3   1/17/2031 3 x 5 years
Total Occupied   3,908,306 100.0 % $29,383,938 $7.52 100.0 %      
Vacant Space    0 0.0            
Totals/ Wtd. Avg.   3,908,306 100.0 %             
                   
(1)Based on the underwritten rent rolls dated May 6, 2024 and includes rent steps through March 26, 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 at the end of the 138th month of the lease term (i.e., April 2029) if it has not defaulted under the lease, by giving the landlord written notice of such termination no later than the end of the 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 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 in 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 the 120th month of the term (i.e., September 2028) (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 twelve 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 the 10th lease year (i.e., October 2024) (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 that A.M. Castle & Co desires to terminate its lease at least 180 days prior to the A.M. Castle & Co Early Termination Date; and (b) pay the landlord an amount equal to $1,622,544.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 125 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

The following table presents certain information relating to the lease rollover schedule at the GNL Industrial Portfolio Properties, based on initial lease expiration dates:

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA UW Base   
Rent      
% of Total UW
Base Rent  
UW Base Rent $ per SF # of Expiring Leases
MTM 0 0.0 %     0.0% $0     0.0% $0.00 0
2024 0 0.0       0.0% 0 0.0 $0.00 0
2025 0 0.0       0.0% 0 0.0 $0.00 0
2026 0 0.0       0.0% 0 0.0 $0.00 0
2027 170,000 4.3       4.3% 867,512 3.0 $5.10 1
2028 0 0.0       4.3% 0 0.0 $0.00 0
2029 723,468 18.5     22.9% 4,210,254 14.3 $5.82 3
2030 1,138,697 29.1     52.0% 10,556,397 35.9 $9.27 3
2031 120,000 3.1     55.1% 681,932 2.3 $5.68 1
2032 628,875 16.1     71.2% 5,766,710 19.6 $9.17 3
2033 216,300 5.5     76.7% 1,711,423 5.8 $7.91 1
2034 200,000 5.1     81.8% 1,200,000 4.1 $6.00 1
2035 & Thereafter 710,966 18.2   100.0% 4,389,710 14.9 $6.17 3(3)
Vacant 0 0.0   100.0% NAP NAP NAP NAP
Total / Wtd. Avg. 3,908,306 100.0 %   $29,383,938 100.0% $7.52 16(3)
(1)Based on the underwritten rent roll dated May 6, 2024 and includes rent steps through March 26, 2025.
(2)Certain tenants may have lease termination options that are not reflected in the Lease Rollover Schedule.
(3)Sauer Brands leases 100% of 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 in 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.

Appraisals. According to the appraisals, the GNL Industrial Portfolio Properties had an aggregate “as-is” value of $440,475,000 as of various dates between February 28, 2024 and March 7, 2024. Based on the aggregate of the “as-is” appraised values of $440,475,000, the Cut-off Date LTV and Maturity Date LTV for the GNL Industrial Portfolio Whole Loan is 53.8%.

GNL Industrial Portfolio Appraised Value(1)
Properties Value Capitalization Rate
FCA USA – Detroit, MI $130,900,000   6.50%
Grupo Antolin – Shelby Township, MI 52,000,000   6.25%
Follett School – McHenry, IL 37,600,000   5.75%
Shaw Aero – Naples, FL 21,500,000   5.00%
Kuka – Sterling Heights, MI 19,950,000   6.00%
ZF Active Safety – Findlay, OH 19,450,000   7.75%
CF Sauer – 184 Suburban 18,000,000   6.25%
CF Sauer – 728 N Main St. 17,900,000   6.75%
Walgreens Boot Alliance – Pittsburgh, PA 16,050,000   6.50%
Hannibal – Houston, TX 15,900,000   7.25%
FedEx IV – Lexington, KY 14,700,000   5.75%
VersaFlex – Kansas City, KS 13,450,000   5.75%
Cott Beverage Inc – Sikeston, MO 11,900,000   7.50%
Dunlop Protective Footwear – Havre De Grace, MD 11,300,000   6.00%
CSTK – St. Louis, MO 11,200,000   8.50%
CF Sauer – 39 S Park Dr. 11,000,000   6.75%
AM Castle – Wichita, KS 10,600,000   7.25%
CF Sauer – 9 Old Mill Road 5,800,000   6.75%
CF Sauer – 2447 Eunice Avenue 775,000   6.50%
CF Sauer – 513 West Butler Road 500,000   7.75%
Total / Wtd. Avg. $440,475,000 (2) 6.44%
(1)Source: Appraisals.
(2)Total / Wtd. Avg. represents the aggregate of the “as-is” appraised values of the GNL Industrial Portfolio Properties.

 

Environmental Matters. According to the Phase I environmental assessments dated various dates in March 2024, there were no recognized environmental conditions at any of the GNL Industrial Portfolio Properties. 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 properties. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 126 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

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 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 twelve 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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 127 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the GNL Industrial Portfolio Properties:

Cash Flow Analysis
  2021 2022 2023 U/W
Base Rent $26,802,840 $27,593,953 $28,172,655 $28,646,464
Rent Steps(1) 0 0 0 $737,474
Straight-Line Rent 0 0 0 $924,060
Total Reimbursements(2) 1,137,641 2,395,564 1,911,018 $2,304,364
Gross Potential Rent $27,940,480 $29,989,517 $30,083,673 $32,612,362
(Vacancy / Credit Loss) 0 0 0 $0
Effective Gross Income $27,940,480 $29,989,517 $30,083,673 $32,612,362
Total Expenses $1,352,135 $2,405,590 $1,937,654 $2,698,321
Net Operating Income $26,588,345 $27,583,927 $28,146,019 $29,914,041
Capital Expenditures 0 0 0 $586,246
TI/LC 0 0 0 $0
Net Cash Flow $26,588,345 $27,583,927 $28,146,019 $29,327,795
         
Occupancy (%) 100.0% 100.0% 100.0% 100.0%
NCF DSCR(3) 1.93x 2.00x 2.04x 2.12x
NOI Debt Yield(3) 11.2% 11.6% 11.9% 12.6%
(1)Represents contractual rent steps through March 26, 2025.
(2)Total Reimbursements include tax recoveries, insurance recoveries, operating expense recoveries and management fee recoveries.
(3)Based on the GNL Industrial Portfolio Whole Loan.

 

The Borrowers and the Borrower Sponsor. 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 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 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, 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 nonrecourse 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.

Initial and Ongoing 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”).

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, (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) borrowers maintain blanket policies of insurance in accordance with the GNL Industrial Portfolio Whole Loan documents or (b) the following conditions are satisfied: (i) no event of default has occurred or is continuing, (ii) such individual property is leased to a single tenant, (iii) the tenant is required to

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 128 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

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 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 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 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 any of the following (i) an event of default, or (ii) a Debt Yield Trigger Event (as defined below), and (B) ending upon (a) with respect to clause (i) above, a cure of the event of default or, (b) with respect to clause (ii) above, (i) the occurrence of a Debt Yield Cure (as defined below), (ii) the deliverance of a Debt Yield Cure - Letter of Credit (as defined below), or (iii) 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 twelve 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 complete the applicable Debt Yield Cure - Partial Prepayment.

A “Debt Yield Cure” means the debt yield being equal to or greater than 9.0% for two consecutive calendar quarters based on a trailing twelve month period immediately preceding the date of determination.

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 additional Debt Yield Cure - Letters 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, now or in the future, 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 borrowers have agreed that the lender is released from all liability in respect of the Debt Yield Cure - Letter of Credit, and that 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 is required to 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) that 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 twelve month period immediately preceding the date of determination.

Current Mezzanine or Secured Subordinate Indebtedness. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 129 

 

Various – Various

Various

Various, Various

Collateral Asset Summary – Loan No. 10

GNL Industrial Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

53.8%

2.12x

12.6%

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. On any payment date following (a) April 5, 2025 (with payment of a yield maintenance premium) or (b) the earlier of two years following the last note to be securitized or April 5, 2027 (with a partial defeasance), the borrowers may obtain the release of any of the GNL Industrial Portfolio Properties 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 debt service coverage ratio 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) will be no less than 2.12x (i.e., the debt service coverage ratio as of the origination date) or (b) if the released GNL Industrial Portfolio Property is a Distressed Property (defined below), then such debt service coverage ratio with respect to the remaining individual GNL Industrial Portfolio Properties will be no less than 1.80x; (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 will be no less than 10.75%; (v) payment of the release amount equal to (a) 130% of the allocated loan amount for such individual GNL Industrial Portfolio Property if such individual property is a Distressed Property and (b) 115% of the allocated loan amount for such individual GNL Industrial Portfolio Property for all other individual GNL Industrial Portfolio Property (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.

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

Ground Lease. None.

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 130 

 

Hospitality – Select Service

6540 Riverside Drive

Dublin, OH 43017

 

Collateral Asset Summary – Loan No. 11

AC Marriott Bridge Park

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,390,000

60.8%

1.33x

12.6%

Mortgage Loan Information   Property Information
Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type - Subtype: Hospitality – Select Service
Borrower Sponsor(s): Brent D. Crawford and Robert C. Hoying   Collateral: Fee
Borrower(s): Bridge Park Hotel, LLC   Location: Dublin, OH
Original Balance: $39,390,000   Year Built / Renovated: 2017 / NAP
Cut-off Date Balance: $39,390,000   Property Management: Shaner Hotel Holdings Limited Partnership
% by Initial UPB: 4.8%   Size: 150 Rooms
Interest Rate: 8.28000%   Appraised Value / Per Room: $64,800,000 / $432,000
Note Date: April 9, 2024   Appraisal Date: March 11, 2024
Original Term: 60 months   Occupancy: 78.2% (as of February 29, 2024)
Amortization: Interest Only   UW Economic Occupancy: 78.2%
Original Amortization: NAP   Underwritten NOI: $4,975,571
Interest Only Period: 60 months   Underwritten NCF: $4,410,888
First Payment Date: June 6, 2024      
Maturity Date: May 6, 2029   Historical NOI
Additional Debt Type: NAP   Most Recent NOI: $4,867,744 (TTM February 29, 2024)
Additional Debt Balance: NAP   2023 NOI: $4,936,201
Call Protection: L(24),D(29),O(7)   2022 NOI(3): $4,295,604
Lockbox / Cash Management: Hard / Springing   2021 NOI(3): $2,962,010
Reserves   Financial Information
  Initial Monthly Cap   Cut-off Date Loan Per Room: $262,600
Taxes: $329,430 $54,905   NAP   Maturity Date Loan Per Room: $262,600
Insurance: $62,873 $8,982   NAP   Cut-off Date LTV: 60.8%
FF&E Reserve(1): $0 $35,293   NAP   Maturity Date LTV: 60.8%
Seasonality Reserve(2): $0 Springing   NAP   UW NOI DY: 12.6%
          UW NCF DSCR: 1.33x
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $39,390,000 100.0%     Loan Payoff $29,377,101 74.6 %  
        Sponsor Equity 8,323,665 21.1  
        Closing Costs(4) 1,296,931 3.3  
        Upfront Reserves 392,303 1.0  
Total Sources $39,390,000 100.0%     Total Uses $39,390,000 100.0 %
(1)The borrower is required to deposit into the FF&E reserve on each monthly payment date, an amount equal to the greater of (i) the FF&E Payment (as hereinafter defined) and (ii) the amount of the deposit (if any) then required by the franchisor on account of FF&E under the franchise agreement. The “FF&E Payment” means an amount equal to 1/12th of 4% of the greater of (a) the annual gross revenues for the hotel related operations at the AC Marriott Bridge Park property for the immediately preceding calendar year as reasonably determined by the lender and (b) the projected annual gross revenues for the hotel related operations at the AC Marriott Bridge Park property for the calendar year in which such monthly payment date occurs as set forth in the approved annual budget, or, where no approved annual budget exists as of the date of determination, the amount of the FF&E Payment will be determined by the lender in its reasonable discretion. The initial FF&E Payment was determined to be approximately $35,293.
(2)The borrower is obligated to deposit into a seasonality reserve on each monthly payment date in the months of May through October in each calendar year an amount equal to (x) with respect to calendar year 2024, $32,632, and (y) for each calendar year thereafter, an amount equal to the quotient obtained on the monthly payment date occurring in January of each calendar year (the “Seasonality Reserve Calculation Date”) by dividing (A) the positive difference, if any, between (x) the greater of (1) the sum of the amount by which the monthly operating expenses, debt service and deposits to the tax, insurance and FF&E reserve accounts exceeds the monthly operating income and other gross revenues received from the AC Marriott Bridge Park property (the “Negative Monthly Amounts”) for the monthly payment dates occurring in the months of January, February, March, April, November, and December immediately preceding such Seasonality Reserve Calculation Date and (2) the sum of the Negative Monthly Amounts projected for the monthly payment dates occurring in the months of January, February, March, April, November, and December immediately following such Seasonality Reserve Calculation Date, pursuant to the approved annual budget, and (y) the amount on deposit in the seasonality reserve account on such Seasonality Reserve Calculation Date, by (B) six. Notwithstanding the foregoing, the borrower will not be required to make such deposits if there has been no operating shortfall for two consecutive calendar years.
(3)The increase from 2021 NOI to 2022 NOI is primarily attributable to the recovery from the COVID-19 pandemic.
(4)Closing costs include a rate buydown fee of $393,900.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 131 

 

Hospitality – Select Service

6540 Riverside Drive

Dublin, OH 43017

 

Collateral Asset Summary – Loan No. 11

AC Marriott Bridge Park

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,390,000

60.8%

1.33x

12.6%

The following table presents certain information relating to the demand analysis with respect to the AC Marriott Bridge Park property based on market segmentation, as provided by the appraisal:

Demand Segmentation(1)
Property Rooms Leisure Meeting and Group Commercial
AC Marriott Bridge Park 150 50% 10% 40%
(1)Source: Appraisal.

The following tables present certain information relating to the current and historical occupancy, ADR and RevPAR at the AC Marriott Bridge Park property and its competitors:

Historical Occupancy, ADR, RevPAR(1)
  Competitive Set(2) AC Marriott Bridge Park(3) Penetration Factor
Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2021(4) 38.0% $111.10 $42.19 68.1% $170.68 $116.25 179.3% 153.6% 275.5%
2022(4) 48.8% $126.96 $61.91 78.1% $200.01 $156.14 160.1% 157.5% 252.2%
2023(4) 52.4% $128.12 $67.09 78.8% $218.04 $171.92 150.6% 170.2% 256.2%
TTM 2024(5) 51.8% $128.51 $66.62 78.2% $219.33 $171.50 150.8% 170.7% 257.4%
(1)Variances among the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the AC Marriott Bridge Park property are attributable to variances in reporting methodologies and/or timing differences.
(2)Occupancy, ADR and RevPAR for the Competitive Set properties are based on data provided by a third-party hospitality research report. The Competitive Set includes Sonesta Columbus Downtown, Courtyard Columbus Dublin, Embassy Suites by Hilton Columbus Dublin, Marriott Columbus Northwest, Crowne Plaza Columbus North Worthington and Hilton Garden Inn Columbus Dublin.
(3)Occupancy, ADR and RevPAR for the AC Marriott Bridge Park property are based on the underwritten cash flow file dated February 29, 2024.
(4)Based on the trailing twelve-month data as of December 31st for each respective year.
(5)The TTM 2024 Competitive Set and Penetration Factor are based on the year-to-date as of February 29, 2024.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 132 

 

Hospitality – Select Service

6540 Riverside Drive

Dublin, OH 43017

 

Collateral Asset Summary – Loan No. 11

AC Marriott Bridge Park

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$39,390,000

60.8%

1.33x

12.6%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the AC Marriott Bridge Park property:

Cash Flow Analysis(1)
  2021(2) 2022(2) 2023 TTM Feb 2024 Underwritten Per Room(3) %(4)
Occupancy (%) 68.1% 78.1% 78.8% 78.2% 78.2%      
ADR $170.68 $200.01 $218.04 $219.33 $219.33      
RevPAR $116.25 $156.14 $171.92 $171.50 $171.50      
               
Rooms Revenue $6,364,466 $8,548,674 $9,412,676 $9,415,597 $9,389,871   $62,599 66.5%
Food & Beverage Revenue 3,554,808 4,426,895 4,510,745 4,430,070 4,417,966   29,453 31.3%
Other Revenue 197,365 228,433 312,978 310,066 309,219   2,061 2.2%
Total Revenue $10,116,638 $13,204,001 $14,236,398 $14,155,734 $14,117,057   $94,114 100.0%
               
Room Expense $1,299,588 $1,672,692 $1,695,204 $1,702,128 $1,697,477   $11,317 18.1%
Food & Beverage Expense 2,313,354 2,786,396 2,838,550 2,855,776 2,847,974   18,986 64.5%
Other Departmental Expenses 60,746 76,405 69,618 68,584 68,396   456 22.1%
Departmental Expenses $3,673,687 $4,535,493 $4,603,372 $4,626,487 $4,613,847   $30,759 32.7%
               
Gross Operating Income $6,442,951 $8,668,508 $9,633,027 $9,529,246 $9,503,210   $63,355 67.3%
               
General & Administrative $655,431 $976,876 $976,960 $988,684 $988,684   $6,591 7.0%
Marketing & Franchise Fee 984,767 1,313,758 1,435,162 1,435,888 1,389,747   9,265 9.8%
Management Fee 448,626 463,318 501,948 499,152 423,512   2,823 3.0%
Property Operations & Maintenance 355,761 473,352 598,261 565,041 565,041   3,767 4.0%
Utilities 218,590 255,405 323,987 327,932 327,036   2,180 2.3%
Total Undistributed Expenses $2,663,175 $3,482,709 $3,836,318 $3,816,697 $3,694,019   $24,627 26.2%
               
Real Estate Taxes $720,763 $747,120 $732,773 $728,836 $730,970   $4,873 5.2%
Property Insurance 97,003 143,075 127,734 115,970 102,650   684 0.7%
Net Operating Income $2,962,010 $4,295,604 $4,936,201 $4,867,744 $4,975,571   $33,170 35.2%
               
FF&E $303,499 $396,120 $427,092 $424,672 $564,682   $3,765 4.0%
Net Cash Flow $2,658,511 $3,899,484 $4,509,109 $4,443,072 $4,410,888   $29,406 31.2%
               
NCF DSCR 0.80x 1.18x 1.36x 1.34x 1.33x      
NOI Debt Yield 7.5% 10.9% 12.5% 12.4% 12.6%      
(1)Based on financials provided by the borrower.
(2)The increase from 2021 Net Operating Income to 2022 Net Operating Income is primarily attributable to the recovery from the COVID-19 pandemic.
(3)Per Room values are based on 150 rooms.
(4)% column represents percent of Total Revenue except for Room Expense, Food & Beverage Expense and Other Departmental Expenses which are based on their corresponding revenue line items.

The following table presents certain information relating to the primary competition for the AC Marriott Bridge Park property:

Competitive Set(1)
Property Number of Rooms Year Built 2023 Occupancy 2023 ADR 2023 RevPAR
AC Marriott Bridge Park(2) 150 2017 78.8% $218.04 $171.92
Sonesta Columbus Downtown 421 1988 45-50% $110.00-$115.00 $50.00-$55.00
Courtyard Columbus Dublin 147 1986 55-60% $120.00-$125.00 $70.00-$75.00
Embassy Suites by Hilton Columbus Dublin 284 2000 50-55% $125.00-$130.00 $65.00-$70.00
Marriott Columbus Northwest 310 1998 50-55% $130.00-$135.00 $70.00-$75.00
Crowne Plaza Columbus North Worthington 300 1981 50-55% $125.00-$130.00 $65.00-$70.00
Hilton Garden Inn Columbus Dublin 100 2001 60-65% $120.00-$125.00 $75.00-$80.00
Avg. Competitive Set(3)     52% $124.00 $65.00
(1)Source: Appraisal.
(2)2023 Occupancy, 2023 ADR and 2023 RevPAR for the AC Marriott Bridge Park property are based on operating statements provided by the borrowers dated as of December 31, 2023.
(3)Excludes the AC Marriot Bridge Park property.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 133 

 

Self Storage – Self Storage

Various

Various, NJ

 

Collateral Asset Summary – Loan No. 12

Prime Storage - Blue Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$38,000,000

63.6%

1.44x

9.1%

Mortgage Loan Information   Properties Information
Loan Seller: CREFI   Single Asset / Portfolio: Portfolio
Loan Purpose: Acquisition   Properties Type – Subtype: Self Storage – Self Storage
Borrower Sponsor(s): Robert Moser   Collateral: Fee
Borrower(s)(1): Various   Location(5): Various, NJ
Original Balance(2): $38,000,000   Year Built / Renovated(5): Various / Various
Cut-off Date Balance(2): $38,000,000   Property Management: Prime Group Holdings LLC
% by Initial UPB: 4.6%   Size: 247,112 SF
Interest Rate: 6.21000%   Appraised Value / Per SF: $91,200,000 / $369
Note Date: April 22, 2024   Appraisal Date(6): Various
Original Term: 60 months   Occupancy: 92.5% (as of February 29, 2024)
Amortization: Interest Only   UW Economic Occupancy: 91.4%
Original Amortization: NAP   Underwritten NOI(7): $5,288,725
Interest Only Period: 60 months   Underwritten NCF: $5,256,223
First Payment Date: June 6, 2024      
Maturity Date: May 6, 2029   Historical NOI
Additional Debt Type(2): Pari Passu   Most Recent NOI(7): $4,599,023 (TTM January 31, 2024)
Additional Debt Balance(2): $20,000,000   2023 NOI: $4,581,810
Call Protection(3): L(24),D(30),O(6)   2022 NOI: $4,444,282
Lockbox / Cash Management: Soft / Springing   2021 NOI(8): NAV
Reserves   Financial Information(2)
  Initial Monthly Cap   Cut-off Date Loan / SF: $235
Taxes: $164,323 $82,162 NAP   Maturity Date Loan / SF: $235
Insurance: $12,388 $1,548 NAP   Cut-off Date LTV: 63.6%
Replacement Reserves: $0 $2,709 NAP   Maturity Date LTV: 63.6%
TI / LC: $0 $0 NAP   UW NOI DY: 9.1%
Deferred Maintenance: $3,451,442 $0 NAP   UW NCF DSCR: 1.44x
Other Reserve(4): $0 Springing NAP      
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
 Whole Loan(2) $58,000,000 59.8 %      Purchase Price $87,600,000 90.4 %    
 Borrower Sponsor Equity 38,938,868 40.2     Closing Costs(9) 5,710,714 5.9  
        Upfront Reserves 3,628,153 3.7  
Total Sources $96,938,868 100.0 %   Total Uses $96,938,868 100.0 %
(1)The borrowers are Prime Storage Newark, LLC, Prime Storage Baldwin Ave Jersey City, LLC, Prime Storage Coles Street Jersey City, LLC, Prime Storage Union City, LLC and Prime Storage Garfield, LLC.
(2)The Prime Storage - Blue Portfolio mortgage loan is part of the Prime Storage - Blue Portfolio Whole Loan (as defined below) which is comprised of two pari passu promissory notes with an aggregate original principal balance and cut-off date balance of $58,000,000 (the Prime Storage - Blue Portfolio Whole Loan). The Prime Storage - Blue Portfolio Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). The Financial Information in the chart above is based on the Prime Storage - Blue Portfolio Whole Loan.
(3)The lockout period will be at least 24 payment dates beginning with and including the first payment date on June 6, 2024. Defeasance of the Prime Storage – Blue Portfolio Whole Loan in full is permitted at any time after the earlier to occur of (i) April 22, 2027 or (ii) the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized. The assumed lockout period of 24 payments is based on the expected Benchmark 2024-V7 securitization closing date in May 2024. The actual lockout period may be longer.
(4)Other Reserve includes a springing debt service coverage ratio cure reserve.
(5)See “Portfolio Summary” chart below.
(6)The Appraisal Dates range from March 23, 2024 through March 25, 2024.
(7)The increase from Most Recent NOI to Underwritten NOI is primarily attributable to decreases in personnel expenses as a result of the acquisition of the Prime Storage – Blue Portfolio properties from a local operator.
(8)2021 NOI is not available because the borrower sponsor recently acquired the Prime Storage – Blue Portfolio properties.
(9)Closing costs include a rate buydown fee of $1,740,000.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 134 

 

Self Storage – Self Storage

Various

Various, NJ

 

Collateral Asset Summary – Loan No. 12

Prime Storage - Blue Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$38,000,000

63.6%

1.44x

9.1%

The table below summarizes the promissory notes that comprise the Prime Storage – Blue Portfolio Whole Loan. The relationship between the holders of the Prime Storage – Blue Portfolio 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” in the Preliminary Prospectus. The Prime Storage - Blue Portfolio Whole Loan will be serviced pursuant to the Benchmark 2024-V7 pooling and servicing agreement. See “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 $38,000,000 $38,000,000 Benchmark 2024-V7 Yes
A-2(1) 20,000,000 20,000,000 CREFI No
Whole Loan $58,000,000 $58,000,000    
(1)Expected to be contributed to one or more future securitizations.

 

The following table presents certain information relating to the Prime Storage - Blue Portfolio properties:

Portfolio Summary
Property Name City, State Allocated Whole Loan Amounts ($) Total SF(1) Total Occ. %(1) Year Built / Renovation(2) As-is Appraised Value(2) UW NOI(1) % of UW NOI(1)
Prime Storage - Union City Union City, NJ $19,700,000 69,217 95.4% 1992 / NAP $29,000,000 $1,799,399 34.0 %
Prime Storage - Jersey City Jersey City, NJ 13,200,000 44,841 93.3% 1992 / NAP 21,500,000 1,201,226 22.7  
Prime Storage - Newark Newark, NJ 13,100,000 62,563 90.9% 1925 / 2014 19,500,000 1,191,855 22.5  
Prime Storage - Hoboken Jersey City, NJ 7,700,000 34,064 87.6% 1990 / NAP 13,500,000 706,231 13.4  
Prime Storage - Garfield Garfield, NJ 4,300,000 36,427 93.0% 1900 / 2019 7,700,000 390,013 7.4  
Total / Wtd. Avg.   $58,000,000 247,112 92.5%   $91,200,000 $5,288,725 100.0 %
(1)Based on the underwritten rent roll dated February 29, 2024.
(2)Source: Appraisals.

The following table presents certain information relating to the unit mix at the Prime Storage - Blue Portfolio properties:

Unit Mix(1)
Property Name Available Units % of Available Units Available SF % of Available SF % of Climate Controlled Self Storage Units % of Climate Controlled Self Storage SF Current Occupancy(2) January 2024 TTM RevPAF
Prime Storage - Union City 1,394     32.0% 69,217 28.0% 79.5% 89.3% 95.4% $34.06
Prime Storage - Jersey City 860 19.7% 44,841 18.1% 80.1% 86.4% 93.3% $39.04
Prime Storage - Newark 995 22.8% 62,563 25.3% 87.4% 96.2% 90.9% $26.75
Prime Storage - Hoboken 587 13.5% 34,064 13.8% 83.8% 86.8% 87.6% $35.23
Prime Storage - Garfield 519 11.9% 36,427 14.7% 97.3% 95.6% 93.0% $22.36
Total / Wtd. Avg. 4,355  100.0% 247,112 100.0% 84.1% 91.1% 92.5% $31.55
(1)Based on the underwritten rent roll dated February 29, 2024.
(2)Current Occupancy presented above is based on total SF. Current Occupancy of the entire portfolio of the Prime Storage – Blue Portfolio properties based on the number of units is 90.5%.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 135 

 

Self Storage – Self Storage

Various

Various, NJ

 

Collateral Asset Summary – Loan No. 12

Prime Storage - Blue Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$38,000,000

63.6%

1.44x

9.1%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Prime Storage - Blue Portfolio properties:

Cash Flow Analysis(1)
  2022 2023 TTM Jan 2024(2) UW(2) UW Per SF
Storage Rental Income $6,920,103 $7,091,054 $7,102,640 $7,374,679 $29.84
Potential Income from Vacant Units 0 0 0 694,224 2.81
Gross Potential Income $6,920,103 $7,091,054 $7,102,640 $8,068,903 $32.65
Economic Vacancy 0 0 0 (694,224) (2.81)
Gross Potential Before Other Income $6,920,103 $7,091,054 $7,102,640 $7,374,679 $29.84
Other Income(3) 663,269 694,841 694,016 809,620 3.28
Effective Gross Income $7,583,372 $7,785,895 $7,796,656 $8,184,298 $33.12
           
Management Fee 303,335 311,436 311,866 327,372 1.32
Payroll & Benefits 996,093 983,621 979,141 698,700 2.83
Utilities 209,604 192,472 195,080 204,098 0.83
Repairs & Maintenance 125,122 110,278 111,462 154,020 0.62
Marketing & Advertising 40,407 45,595 46,373 122,400 0.50
General & Administrative 358,583 363,367 353,469 357,000 1.44
Insurance 200,814 258,326 258,326 92,993 0.38
Real Estate Taxes 905,133 938,991 941,915 938,991 3.80
Total Expenses $3,139,090 $3,204,085 $3,197,633 $2,895,573 $11.72
           
Net Operating Income $4,444,282 $4,581,810 $4,599,023 $5,288,725 $21.40
Replacement Reserves 0 0 0 32,502 0.13
Net Cash Flow $4,444,282 $4,581,810 $4,599,023 $5,256,223 $21.27
           
Occupancy(4) 92.4% 93.3% 93.5% 91.4%  
NCF DSCR(5) 1.22x 1.25x 1.26x 1.44x  
NOI Debt Yield(5) 7.7% 7.9% 7.9% 9.1%  
(1)Based on the underwritten rent roll dated February 29, 2024.
(2)The increase from TTM Jan 2024 NOI to UW NOI is primarily attributable to decreases in personnel expenses as a result of the acquisition of the Prime Storage – Blue Portfolio properties from a local operator.
(3)Other Income consists of insurance income, late and application fees and other miscellaneous income.
(4)Underwritten occupancy is based on the economic occupancy.
(5)NCF DSCR and NOI Debt Yield are based on the Prime Storage – Blue Portfolio Whole Loan.

The following table includes information regarding the demographics of each immediate trade area for the individual Prime Storage – Blue Portfolio properties:

Demographic Summary(1)
    2023 Population 2023 Median Household Income
Property Name Location 3-Mile 5-Mile 3-Mile 5-Mile
Prime Storage - Union City Union City, NJ 747,273 2,040,357 $104,836 $100,470
Prime Storage - Jersey City Jersey City, NJ 479,603 1,383,835 $106,181 $99,597
Prime Storage - Newark Newark, NJ 421,130 791,658 $53,149 $59,621
Prime Storage - Hoboken Jersey City, NJ 675,209 1,665,615 $110,434 $104,323
Prime Storage - Garfield Garfield, NJ 289,400 653,573 $75,952 $80,008
Wtd. Avg. (based on UW NOI)   569,590 1,457,529 $92,111 $90,072
(1)Source: Appraisals.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 136 

Office - Suburban

5454 Beethoven Street

Los Angeles, CA 90066

 

Collateral Asset Summary – Loan No. 13

5454 Beethoven Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

57.0%

1.69x

11.4%

Mortgage Loan Information Property Information
Loan Seller: GACC   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type - Subtype: Office – Suburban
Borrower Sponsor(s): Catalpa Capital LLC and the Tanquary 1997 Trust   Collateral: Fee
Borrower(s): Catalpa Capital II LLC   Location: Los Angeles, CA
Original Balance: $33,000,000   Year Built / Renovated: 1969 / 2000, 2023
Cut-off Date Balance: $33,000,000   Property Management: CBRE, Inc.
% by Initial UPB: 4.0%   Size: 87,526 SF
Interest Rate: 6.61000%   Appraised Value / Per SF: $57,900,000 / $662
Note Date: March 8, 2024   Appraisal Date: January 17, 2024
Original Term: 60 months   Occupancy: 100.0% (as of May 6, 2024)
Amortization: Interest Only   UW Economic Occupancy: 95.0%
Original Amortization: NAP   Underwritten NOI: $3,749,570
Interest Only Period: 60 months   Underwritten NCF: $3,732,064
First Payment Date: May 6, 2024      
Maturity Date: April 6, 2029   Historical NOI
Additional Debt Type: NAP   Most Recent NOI(1): $3,630,945 (TTM December 31, 2023)
Additional Debt Balance: NAP   2022 NOI(1): $2,856,606
Call Protection: L(12),YM1(44),O(4)   2021 NOI(2): NAV
Lockbox / Cash Management: Springing / Springing   2020 NOI(2): NAV
Reserves   Financial Information
  Initial Monthly Cap      
Taxes(3): $0 Springing NAP   Cut-off Date Loan Per SF: $377  
Insurance(4): $0 Springing NAP   Maturity Date Loan Per SF: $377  
Replacement Reserves: $0 $1,459 $35,016   Cut-off Date LTV: 57.0%  
TI/LC(5): $0 Springing NAP   Maturity Date LTV: 57.0%  
Deferred Maintenance: $0 $0 NAP   UW NOI DY: 11.4%  
Other: $0 $0 NAP   UW NCF DSCR: 1.69x  
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount $33,000,000 100.0%     Loan Payoff $31,191,701 94.5 %   
        Closing Costs 1,309,172 4.0  
        Return of Equity 499,127 1.5  
Total Sources $33,000,000 100.0%     Total Uses $33,000,000 100.0 %

 

(1)The increase in cash from 2022 NOI to Most Recent NOI is due to the burn off of a rent abatement that was in place when the sole tenant, Activision Publishing Inc., took occupancy.
(2)Historical cash flows prior to 2022 are unavailable because the building was vacant in 2020 and 2021.
(3)Deposits into the tax reserve will not be required provided that (i) no trigger period (as defined in the loan agreement) is continuing, and (ii) the borrower provides satisfactory evidence (as reasonably determined by the lender) that taxes have been paid prior to the date such taxes are due and payable, which evidence must be provided at least 30 days prior to the date such taxes are due.
(4)Deposits into the insurance reserve will not be required provided that the borrower provides satisfactory evidence (as reasonably determined by the lender) that the insurance requirements in the loan documents have been satisfied pursuant to a blanket insurance policy reasonably acceptable to the lender.
(5)Monthly TI/LC reserves will be waived so long as the lease to Activision Publishing, Inc. is in full force and effect.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 137 

Office - Suburban

5454 Beethoven Street

Los Angeles, CA 90066

 

Collateral Asset Summary – Loan No. 13

5454 Beethoven Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

57.0%

1.69x

11.4%

The following table presents certain information relating to the sole tenant at the 5454 Beethoven Street property:

Tenant Summary(1)
Tenant Credit Rating (Moody’s/S&P/Fitch)(2) Net Rentable Area (SF) % of Net Rentable Area U/W Base Rent U/W Base Rent Per SF % of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Options
Activision Publishing, Inc. AAA / AAA / NR 87,526 100.0 % $3,831,669 $43.78 100.0% 3/31/2029 N 2 x 5 Yr
Total Occupied   87,526 100.0 % $3,831,669 $43.78 100.0%      
Vacant   0 0.0              
Total   87,526 100.0 %            
(1)Based on the underwritten rent roll dated May 6, 2024.
(2)Ratings are based on Activision’s parent company, Microsoft. However, the Tenant’s lease is guaranteed by Activision Blizzard, Inc.

The following table presents certain information relating to the lease rollover schedule at the 5454 Beethoven Street property:

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA UW Base Rent % of Total UW Base Rent UW Base Rent $ per SF # of Expiring Leases
MTM 0 0.0% 0.0%   $0 0.0% $0.00 0
2024 0 0.0% 0.0%   $0 0.0% $0.00 0
2025 0 0.0% 0.0%   $0 0.0% $0.00 0
2026 0 0.0% 0.0%   $0 0.0% $0.00 0
2027 0 0.0% 0.0%   $0 0.0% $0.00 0
2028 0 0.0% 0.0%   $0 0.0% $0.00 0
2029 87,526 100.0% 100.0%   $3,831,669 100.0% $43.78 1
2030 0 0.0% 100.0%   $0 0.0% $0.00 0
2031 0 0.0% 100.0%   $0 0.0% $0.00 0
2032 0 0.0% 100.0%   $0 0.0% $0.00 0
2033 0 0.0% 100.0%   $0 0.0% $0.00 0
2034 0 0.0% 100.0%   $0 0.0% $0.00 0
2035 & Thereafter 0 0.0% 100.0%   $0 0.0% $0.00 0
Vacant 0 0.0% 100.0%   NAP NAP NAP NAP
Total / Wtd. Avg. 87,526  100.0%   $3,831,669 100.0% $43.78 1
(1)Based on underwritten rent roll dated May 6, 2024.
(2)Certain tenants may have 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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 138 

Office - Suburban

5454 Beethoven Street

Los Angeles, CA 90066

 

Collateral Asset Summary – Loan No. 13

5454 Beethoven Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$33,000,000

57.0%

1.69x

11.4%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the 5454 Beethoven Street property:

Cash Flow Analysis(1)(2)
  2022(3) 2023(3) U/W U/W Per SF
Base Rent $3,575,414 $3,809,167 $3,831,669 $43.78
Contractual Rent Steps(4) 0 0 295,299 $3.37
Potential Income from Vacant Space 0 0 0 $0.00
Gross Potential Rent $3,575,414 $3,809,167 $4,126,968 $47.15
Reimbursements 7,057 119,829 264,927 $3.03
Other Income 545,675 432,343 572,302 $6.54
Total Gross Income $4,128,146 $4,361,338 $4,964,198 $56.72
(Vacancy / Credit Loss) (904,347) 0 (248,210) ($2.84)
Effective Gross Income $3,223,799 $4,361,338 $4,715,988 $53.88
Management Fee 62,759 68,843 141,480 $1.62
Real Estate Taxes 53,124 106,666 384,615 $4.39
Insurance 147,150 209,685 203,813 $2.33
Other Expenses 104,161 345,198 236,510 $2.70
Total Expenses $367,193 $730,393 $966,418 $11.04
         
Net Operating Income $2,856,606 $3,630,945 $3,749,570 $42.84
Capital Expenditures 0 0 17,505 $0.20
TI/LC 0 0 0 $0.00
Net Cash Flow $2,856,606 $3,630,945 $3,732,064 $42.64
         
Occupancy (%) 100.0%(5) 100.0%(5) 95.0%(6)  
NCF DSCR 1.29x 1.64x 1.69x  
NOI Debt Yield 8.7% 11.0% 11.4%  
  (1)Based on the underwritten rent roll dated May 6, 2024.
 (2)Historical cash flows prior to 2022 are unavailable because the building was vacant in 2020 and 2021.
 (3)The increase from 2022 Net Operating Income to 2023 Net Operating Income is due to the burn off of a rent abatement that was in place when the sole tenant, Activision Publishing Inc., took occupancy.
 (4)Contractual rent steps taken through January 1, 2025.
 (5)Based on physical occupancy.
 (6)Based on the underwritten economic occupancy.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 139 

 

Retail – Super Regional Mall

1 Garden State Plaza

Paramus, NJ 07652

Collateral Asset Summary – Loan No. 14

Garden State Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$30,000,000

28.9%

2.98x

20.2%

Mortgage Loan Information   Property Information
Loan Sellers: BMO   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type – Subtype: Retail – Super Regional Mall
Borrower Sponsor(s)(1): Unibail-Rodamco-Westfield and affiliates of The Prudential Assurance Company Limited   Collateral: Fee
Borrower(s)(1): Westland Garden State Plaza Limited Partnership   Location: Paramus, NJ
Original Balance(2): $30,000,000   Year Built / Renovated: 1957 / 1981, 1986, 1993, 1994, 2014, 2017, 2021
Cut-off Date Balance(2): $30,000,000   Property Management: Westfield Property Management LLC
% by Initial UPB: 3.7%   Size(9): 2,057,906 SF
Interest Rate(3): 6.61300%   Appraised Value / Per SF: $1,814,000,000 / $881
Note Date: December 11, 2023   Appraisal Date: October 23, 2023
Original Term: 60 months   Occupancy(10): 94.9% (as of September 13, 2023)
Amortization: Interest Only   UW Economic Occupancy: 92.1%
Original Amortization: NAP   Underwritten NOI: $105,902,693
Interest Only Period: 60 months   Underwritten NCF: $104,725,782
First Payment Date: February 6, 2024      
Maturity Date: January 6, 2029   Historical NOI
Additional Debt Type(2): Pari Passu   Most Recent NOI: $97,794,310 (TTM September 30, 2023)
Additional Debt Balance(2): $495,000,000   2022 NOI: $96,638,742
Call Protection: L(28),DorYM1(25),O(7)   2021 NOI: $99,169,720
Lockbox / Cash Management: Hard / Springing   2020 NOI: $83,636,399
Reserves   Financial Information(2)
  Initial Monthly Cap   Cut-off Date Loan / SF: $255
Taxes(4): $0 Springing NAP   Maturity Date Loan / SF: $255
Insurance(5): $0 Springing NAP   Cut-off Date LTV: 28.9%
Replacement Reserves(6): $0 Springing $367,747   Maturity Date LTV: 28.9%
TI / LC(7): $0 Springing $1,838,735   UW NOI DY: 20.2%
Other(8): $0 $0 NAP   UW NCF DSCR: 2.98x
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(2) $525,000,000 98.4 %      Loan Payoff $526,745,637 98.7 %   
Equity Contribution 8,659,157 1.6     Closing Costs 6,913,520 1.3  
             
Total Sources $533,659,157 100.0 %   Total Uses $533,659,157 100.0 %
(1)There is no non-recourse carveout guarantor with respect to the Garden State Plaza Whole Loan (as defined below).
(2)The Original Balance and Cut-off Date Balance reflect the non-controlling Note A-3-C1 and Note A-3-C2 (the “Garden State Plaza Mortgage Loan”, which is part of a whole loan (the “Garden State Plaza Whole Loan”), that is evidenced by ten pari passu promissory notes with an aggregate principal balance as of the Cut-off Date of $525,000,000. The Financial Information in the chart above is based on the aggregate principal balance of the promissory notes comprising the Garden State Plaza Whole Loan.
(3)For purposes of calculating interest and other amounts payable on the Garden State Plaza Whole Loan, each note was divided into multiple components with varying interest rates. The interest rate of the Garden State Plaza Whole Loan represents the approximate weighted average interest rate of three components. Prepayments of the Garden State Plaza Whole Loan will be applied to the components in sequential order. As a result of the components having different interest rates and the allocation of prepayments to sequentially reduce the components, the per annum weighted average interest rate of the components (and, therefore, the interest rate of the Garden State Plaza Whole Loan) may increase over time.
(4)During a cash management sweep period, the borrower is required to escrow 1/12th of the estimated annual real estate tax payments or such higher amount necessary to accumulate sufficient funds to pay all such taxes at least 10 days prior to their respective due dates.
(5)During a cash management sweep period, the borrower is required to escrow 1/12th of the estimated insurance payments for the renewal of the insurance policy coverage upon the expiration thereof or such higher amount necessary to accumulate sufficient funds to pay all such insurance premiums at least 30 days prior to the expiration of the applicable insurance policies. Such reserve has been conditionally waived so long as the borrower maintains a blanket policy meeting the requirements of the Garden State Plaza Whole Loan documents, no event of default is continuing, the mortgaged property is not located in a special flood hazard area 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.
(6)During a cash management sweep period, the borrower is required to fund monthly an amount equal to $20,430.38, subject to a cap of $367,746.90
(7)During a cash management sweep period, the borrower is required to fund monthly an amount equal to $102,151.92, subject to a cap of $1,838,734.50.
(8)Other Reserves were not funded at origination; a reserve guaranty in the amount of $28,079,978.61 was provided in lieu, consisting of (a) $27,864,885.70 to be used for tenant improvements, tenant improvement allowances and leasing commissions that were outstanding under any executed leases in effect as of the origination date, and (b) $215,092.91 to be used to make deposits into the deposit account in lieu of any base rent payments abated or not yet begun pursuant to any free rent periods or gap rent periods that were still outstanding under any executed leases in effect as of the origination date.
(9)Size includes the Lord & Taylor box and specialty tenants and excludes two free-standing units (Best Buy & Bank of America) that are set to be demolished (such free-standing units were not included in the underwritten rent roll). 832,083 SF of the Size is related to tenants on ground leases, including Macy’s, Neiman Marcus, Nordstrom, and Chilis/On The Border.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 140 

 

Retail – Super Regional Mall

1 Garden State Plaza

Paramus, NJ 07652

Collateral Asset Summary – Loan No. 14

Garden State Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$30,000,000

28.9%

2.98x

20.2%

(10)Included in the occupancy figures is Papaya (8,531 SF / 0.4% of Size). Papaya executed their lease in January 2022 but never took occupancy at the Garden State Plaza property. There is no U/W total rent attributed to the failed Papaya occupancy. Occupancy is 91.0% when excluding ground lease tenants and Lord & Taylor and 81.3% while excluding ground lease tenants and including the Lord & Taylor box and treating the box as vacant. Occupancy is 88.9% when including ground lease tenants and Lord & Taylor box and treating the box as vacant.

The table below identifies the promissory notes that comprise the Garden State Plaza Whole Loan. The relationship between the holders of the Garden State Plaza Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Outside Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Garden State Plaza Whole Loan is serviced pursuant to the trust and servicing agreement for the NJ Trust 2023-GSP securitization transaction. See “Summary of Terms—Relevant Parties—Outside Servicers, Outside Special Servicers, Outside Trustees and Outside Custodians” and “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” in the Preliminary Prospectus.

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1-S1 $170,000,000 $170,000,000 NJ Trust 2023-GSP Yes
A-2-S1 127,500,000 127,500,000 NJ Trust 2023-GSP No
A-3-S1 127,500,000 127,500,000 NJ Trust 2023-GSP No
A-1-C1 20,000,000 20,000,000 Benchmark 2024-V5 No
A-1-C2 10,000,000 10,000,000 Benchmark 2024-V5 No
A-1-C3 10,000,000 10,000,000 BMO 2023-5C3 No
A-2-C1 15,000,000 15,000,000 Benchmark 2024-V5 No
A-2-C2 15,000,000 15,000,000 BMO 2023-5C3 No
A-3-C1(1) 15,000,000 15,000,000 Benchmark 2024-V7 No
A-3-C2(1) 15,000,000 15,000,000 Benchmark 2024-V7 No
Whole Loan $525,000,000 $525,000,000    
(1)On May 3, 2024, Natixis Real Estate Capital LLC sold Notes A-3-C1 and A-3-C2, in the aggregate original principal amount of $30,000,000, to Bank of Montreal (“BMO”).

 

 

The following table presents certain information relating to the tenants (certain of which tenants may have co-tenancy provisions) at the Garden State Plaza property:

Tenant Summary(1)(2)

 

Tenant

Credit Rating (Moody’s/
S&P/Fitch)(3)
Net Rentable Area (SF) % of Net Rentable Area U/W
Base Rent
U/W Base Rent
Per SF
% of Total U/W Base Rent Lease Expiration Termination Option (Y/N) Renewal Options
Macy's  Ba2/BB+/BBB- 439,632 22.0 %  $8,245,410 $18.76 10.6 % 7/31/2026 N 7 x 7 Yr
AMC  Caa2/CCC+/NR 95,818 4.8   3,209,903 $33.50 4.1   5/31/2027 N 4 x 5 Yr
Zara NR/NR/NR  23,573 1.2   3,113,286 $132.07 4.0   10/31/2026 N None
Nordstrom Ba1/BB+/BBB-  245,348 12.3   2,562,525 $10.44 3.3   7/31/2026 N 6 x 10 Yr
H&M NR/BBB/NR  23,851 1.2   2,138,242 $89.65 2.8   1/31/2026 N None
Victoria's Secret B1/BB-/NR  13,927 0.7   1,531,274 $109.95 2.0   1/31/2026 N None
Gap B1/BB/NR  11,744 0.6   1,376,044 $117.17 1.8   6/30/2026 N None
Express/Express Men NR/NR/NR 9,999 0.5   1,298,270 $129.84 1.7   1/31/2027 N None
Hollister NR/BB/NR  9,329 0.5   1,182,973  $126.81 1.5   1/31/2024 N None
Gucci NR/A-/NR 6,231 0.3   661,047  $106.09 0.9   1/31/2033 N None
Largest Tenants   879,452 44.1 % $25,318,974 $28.79 32.6 %      
Remaining Occupied   886,981 44.4   52,358,944 $59.03 67.4        
Total Occupied   1,766,433 88.5 % $77,677,918 $43.97 100.0 %      
Vacant   229,113 11.5              
Total   1,995,546 100.0 %            
(1)Based on the underwritten rent roll dated September 13, 2023, inclusive of contractual rent steps through December 31, 2024.
(2)Includes four ground lease tenants and the Lord & Taylor box (130,000 SF) that is expected to be redeveloped. Excludes specialty tenants (including temporary tenants, RMUs / carts, ATMs, trash and non-leasable space).
(3)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 141 

 

Retail – Super Regional Mall

1 Garden State Plaza

Paramus, NJ 07652

Collateral Asset Summary – Loan No. 14

Garden State Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$30,000,000

28.9%

2.98x

20.2%

The following table presents certain information relating to the lease rollover schedule at the Garden State Plaza property, based on the initial lease expiration dates:

Lease Rollover Schedule(1)(2)(3)(4)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA U/W Base Rent % of Total U/W Base Rent U/W Base Rent $ per SF # of Expiring Leases
2024 & MTM 166,870   8.4% 8.4%   $12,827,278 16.5% $76.87 53
2025 114,472   5.7 14.1%   8,013,601 10.3 $70.00 34
2026 842,236   42.2   56.3%   24,775,533 31.9 $29.42 41
2027 137,733   6.9 63.2%   7,712,433 9.9 $56.00 18
2028 94,184   4.7 67.9%   6,379,937 8.2 $67.74 26
2029 30,826   1.5 69.5%   2,415,433 3.1 $78.36 13
2030 18,855   0.9 70.4%   1,520,902 2.0 $80.66 8
2031 28,244   1.4 71.8%   1,582,656 2.0 $56.04 10
2032 60,822   3.0 74.9%   4,832,928 6.2 $79.46 14
2033 35,832   1.8 76.7%   2,649,518 3.4 $73.94 9
2034 14,723   0.7 77.4%   1,333,891 1.7 $90.60 7
2035 0    0.0 77.4%   0 0.0 $0.00 0
2036 & Thereafter 221,636   11.1 88.5%   3,633,809 4.7 $16.40 4
Vacant 229,113   11.5 100.0%   NAP NAP     NAP NAP
Total / Wtd. Avg. 1,995,546   100.0%     $77,677,918 100.0% $43.97 237
(1)Based on the underwritten rent roll dated September 13, 2023, inclusive of contractual rent steps through December 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 lease termination options that are exercisable prior to the originally stated expiration date of the related lease and are not considered in the lease rollover schedule.
(4)Includes four ground lease tenants and the Lord & Taylor box (130,000 SF) that is expected to be redeveloped. Excludes specialty tenants (including temporary tenants, RMUs / carts, ATMs, trash and non-leasable space).

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 142 

 

Retail – Super Regional Mall

1 Garden State Plaza

Paramus, NJ 07652

Collateral Asset Summary – Loan No. 14

Garden State Plaza

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$30,000,000

28.9%

2.98x

20.2%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Garden State Plaza property:

Cash Flow Analysis
  2020 2021 2022 Sept 2023 TTM U/W U/W Per SF
Base Rent(1)  $70,561,683 $62,653,106 $72,900,770 $74,113,270  $77,677,918  $37.75
Credit Tenant Rent Steps 0 0 0 0 479,516 $0.23
Gross Up Vacancy 0 0 0 0 12,415,019 $6.03
Gross Potential Rent  $70,561,683 $62,653,106 $72,900,770 $74,113,270 $90,572,453 $44.01
Total Reimbursements 41,338,653 41,537,014 43,871,404 45,341,052 45,761,082 $22.24
Other Income(2) 18,699,061 25,100,491 19,573,269 20,512,274 20,185,999 $9.81
Net Rental Income $130,599,397 $129,290,611 $136,345,443 $139,966,597 $156,519,534 $76.06
Vacancy/Credit Loss  (10,396,417 6,311,699  (1,395,330  (2,667,966)  (12,415,019)  ($6.03)
Effective Gross Income $120,202,980 $135,602,310 $134,950,113 $137,298,631 $144,104,515 $70.02
Management Fee 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 $0.49
Real Estate Taxes 17,474,349 17,095,850 17,793,973 18,650,118 17,347,618 $8.43
Insurance 1,136,549 1,343,689 790,774 1,213,905 1,213,905 $0.59
Other Expenses(3) 16,955,684 16,993,051 18,726,625 18,640,298 18,640,298 $9.06
Total Expenses $36,566,582 $36,432,590 $38,311,371 $39,504,321 $38,201,821  $18.56
Net Operating Income $83,636,399 $99,169,720 $96,638,742 $97,794,310 $105,902,693  $51.46
Capital Expenditures 0 0 0 0 245,165 $0.12
TI/LC 0 0 0 0 931,746 $0.45
Net Cash Flow $83,636,399 $99,169,720 $96,638,742 $97,794,310 $104,725,782  $50.89
             
Occupancy(4) 95.0% 94.2% 94.6% N/A 94.9%  
NCF DSCR(5) 2.38x 2.82x 2.75x 2.78x 2.98x  
NOI Debt Yield(5) 15.9% 18.9% 18.4% 18.6% 20.2%  
(1)Based on the underwritten rent roll dated September 13, 2023, inclusive of contractual rent steps through December 31, 2024.
(2)Other Income consists of overage rent, specialty revenue, storage income and parking income.
(3)Other Expenses consists of utilities, repairs and maintenance, janitorial, payroll and specialty leasing expenses.
(4)2020-2022 historical occupancy is based on total mall physical occupancy, excluding Lord & Taylor. U/W occupancy is 94.9% based on the September 13, 2023 rent roll (including signed not occupied tenants and adjusted for recent leasing updates and excluding Lord & Taylor box).
(5)Calculated based on the Garden State Plaza Whole Loan.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 143 

Multifamily – Mid Rise

148-15 89th Avenue

Jamaica, NY 11435

 

Collateral Asset Summary – Loan No. 15

148-15 89th Ave

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$28,000,000

64.2%

1.28x

8.8%

Mortgage Loan Information   Property Information
Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type – Subtype: Multifamily – Mid Rise
Borrower Sponsor(s): Sam Rubin   Collateral: Fee
Borrower(s): 89 Ave Holdings LLC   Location: Jamaica, NY
Original Balance: $28,000,000   Year Built / Renovated: 2023 / NAP
Cut-off Date Balance: $28,000,000   Property Management: Frontgate Management Inc
% by Initial UPB: 3.4%   Size: 69 Units
Interest Rate: 6.75000%   Appraised Value / Per Unit: $43,600,000 / $631,884
Note Date: May 3, 2024   Appraisal Date: February 29, 2024
Original Term: 60 months   Occupancy: 95.7% (as of April 8, 2024)
Amortization: Interest Only   UW Economic Occupancy: 95.8%
Original Amortization: NAP   Underwritten NOI: $2,472,849
Interest Only Period: 60 months   Underwritten NCFs: $2,455,599
First Payment Date: June 6, 2024      
Maturity Date: May 6, 2029   Historical NOI(2)
Additional Debt Type: NAP   Most Recent NOI: NAV
Additional Debt Balance: NAP   2023 NOI: NAV
Call Protection: L(24),D(31),O(5)   2022 NOI: NAV
Lockbox / Cash Management: Springing / Springing   2021 NOI: NAV
Reserves   Financial Information
  Initial Monthly Cap   Cut-off Date Loan / Unit: $405,797
Taxes: $15,106 $2,518 NAP   Maturity Date Loan / Unit: $405,797
Insurance: $23,667 $3,944 NAP   Cut-off Date LTV: 64.2%
Replacement Reserves: $0 $1,438 NAP   Maturity Date LTV: 64.2%
TI / LC: $0 $0 NAP   UW NOI DY: 8.8%
Deferred Maintenance: $2,500 $0 NAP   UW NCF DSCR: 1.28x
Other(1): $500,295 $0 NAP      
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $28,000,000 100.0%     Loan Payoff $22,276,539 79.6 %   
        Sponsor Equity 3,997,440 14.3  
        Closing Costs(3) 1,184,453 4.2  
        Upfront Reserves 541,568 1.9  
Total Sources $28,000,000 100.0%     Total Uses $28,000,000 100.0 %
(1)Other initial reserves include an upfront Section 421-a reserve of $500,295.
(2)Historical NOI information is not available because the 148-15 89th Ave property was recently constructed in 2023.
(3)Closing Costs include a rate buydown fee of $560,000.

 

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 144 

Multifamily – Mid Rise

148-15 89th Avenue

Jamaica, NY 11435

 

Collateral Asset Summary – Loan No. 15

148-15 89th Ave

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$28,000,000

64.2%

1.28x

8.8%

The following table presents certain information relating to the unit mix at the 148-15 89th Ave property:

Unit Mix(1)(2)
Unit Type # of Units % of Total Units Occupancy Average Unit Size (Sq. Ft.) Average Monthly Rent Per Unit Average Monthly Market Rent Per Unit(3)
Studio - Affordable Unit 1 1.4 % 100.0 % 350 $3,214 $2,000
1 BR/1BA 14 20.3   92.9   492 $2,934 $2,950
1 BR/1BA - Affordable Unit 20 29.0   100.0   456 $3,253 $2,950
2BR/2BA 34 49.3   94.1   736 $3,567 $3,550
Total / Wtd Avg. 69 100.0 % 95.7 % 600 $3,342 $3,232
(1)Based on the underwritten rent roll dated April 8, 2024 unless otherwise indicated. Average Monthly Rent Per Unit is based on occupied units.
(2)The borrower sponsors are utilizing the Family Homelessness and Eviction Protection Supplement program, a rental assistance program administered by the New York City Department of Social Services to help tenants find and keep housing. Of the 69 residential units at the 148-15 89th Ave Property, 48 are market rate units and 21 are affordable-rate units.
(3)Source: Appraisal.

The following table presents certain information relating to the Underwritten Net Cash Flow at the 148-15 89th Ave property:

Cash Flow Analysis(1)
  U/W U/W Per Unit
Base Rent $2,646,744 $38,359
Potential Income from Vacant Units 120,600 $1,748
Parking Income 126,000 $1,826
Gross Potential Rent $2,893,344 $41,933
Other Income(2) 16,560 $240
Net Rental Income $2,909,904 $42,173
Vacancy Residential (122,251) ($1,772)
Effective Gross Income $2,787,653 $40,401
     
Real Estate Taxes(3) 28,774 $417
Insurance 45,080 $653
Management Fee 83,630 $1,212
Other Expenses(4) 157,320 $2,280
Total Expenses $314,803 $4,562
     
Net Operating Income $2,472,849 $35,838
Replacement Reserves 17,250 $250
Net Cash Flow $2,455,599 $35,588
     
Occupancy 95.8%(5)  
NCF DSCR 1.28x  
NOI Debt Yield 8.8%  
(1)Historical financial information is not available because the 148-15 89th Ave property was recently constructed in 2023.
(2)Other Income includes laundry income.
(3)Real Estate Taxes are underwritten assuming that the 148-15 89th Ave property benefits from a 421a tax abatement through the life of the 148-15 89th Ave mortgage loan.
(4)Other Expenses include payroll and benefits, repairs and maintenance, utilities and general and administrative expenses.
(5)Represents economic occupancy.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Barclays Capital Inc., Drexel Hamilton, LLC, Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
 145