FWP 1 fwp.htm FREE WRITING PROSPECTUS Unassociated Document
 
 
   
ISSUER FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION STATEMENT NO.: 333-172366-05
     
 
 
(wells fargo logo) (rbs logo)
 
Free Writing Prospectus
Preliminary Collateral Term Sheet
$[TBD]
(Approximate Aggregate Cut-off Date Balance of Mortgage Pool)
 
WFRBS Commercial Mortgage Trust 2012-C10
 
as Issuing Entity
 
Wells Fargo Commercial Mortgage Securities, Inc.
 
as Depositor
 
Wells Fargo Bank, National Association
The Royal Bank of Scotland plc
Liberty Island Group I LLC
Basis Real Estate Capital II, LLC
C-III Commercial Mortgage LLC
as Sponsors and Mortgage Loan Sellers
     
Commercial Mortgage Pass-Through Certificates
Series 2012-C10
     
 
November 15, 2012
 
Wells Fargo Securities
RBS
Co-Lead Manager and
Co-Bookrunner
Co-Lead Manager and
Co-Bookrunner
 
Deutsche Bank Securities
Co-Manager
 
 
 

 
 
WFRBS Commercial Mortgage Trust 2012-C10
 
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. 333-172366) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.
 
Nothing in this document constitutes an offer of securities for sale in any other jurisdiction where the offer or sale is not permitted.  The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.  These materials are subject to change, completion, supplement or amendment from time to time.
 
STATEMENT REGARDING CERTAIN ESTIMATES AND OTHER INFORMATION
 
This free writing prospectus contains certain forward-looking statements.  If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements.  Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated.  Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering.  The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover.  We have no obligation to update or revise any forward-looking statement.
 
Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC; Wells Fargo Institutional Securities, LLC, a member of FINRA and SIPC; and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts.
 
RBS is a trade name for the investment banking business of RBS Securities Inc. (“RBSSI”).  Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by RBSSI and their securities affiliates.  Lending, derivatives and other commercial banking activities are performed by The Royal Bank of Scotland plc and their banking affiliates.  RBSSI is a member of SIPC, FINRA and the NYSE.
 
IRS CIRCULAR 230 NOTICE
 
THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES.  THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE DEPOSITOR IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE CO-LEAD BOOKRUNNING MANAGERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN.  INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
The certificates to be backed in part by the assets described herein, and such assets, are subject to modification, revision and other changes any time prior to issuance or availability of a final prospectus, such certificates are offered on a “when, as and if issued” basis. Prospective investors should understand that, when considering the purchase of such certificates, a contract of sale will come into being no sooner than the date on which the relevant class of certificates has been priced and the underwriters have confirmed the allocation of certificates to be made to investors; any “indications of interest” expressed by any prospective investor, and any “soft circles” generated by the underwriters, will not create binding contractual obligations for such prospective investors, on the one hand, or the underwriters, the depositor or any of their respective agents or affiliates, on the other hand.
 
As a result of the foregoing, a prospective investor may commit to purchase certificates that have characteristics (including with respect to the underlying assets) that may change, and each prospective investor is advised that all or a portion of the certificates referred to in these materials may be issued without all or certain of the characteristics (including with respect to the underlying assets) described in these materials. The underwriters’ obligation to sell certificates to any prospective investor is conditioned on the certificates and the transaction having the characteristics described in these materials. If the underwriters determine that a condition is not satisfied in any material respect, such prospective investor will be notified, and neither the depositor nor the underwriters will have any obligation to such prospective investor to deliver any portion of the certificates which such prospective investor has committed to purchase, and there will be no liability between the underwriters, the depositor or any of their respective agents or affiliates, on the one hand, and such prospective investor, on the other hand, as a consequence of the non-delivery.
 
Each prospective investor has requested that the underwriters provide to such prospective investor information in connection with such prospective investor’s consideration of the purchase of the certificates to be backed in part by the assets described in these materials. These materials are being provided to each prospective investor for informative purposes only in response to such prospective investor’s specific request. The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.
 
The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS
 
Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

Republic Plaza
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type(5):
Office
Original Principal Balance(1):
$125,000,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance(1):
$125,000,000
 
Location:
Denver, CO
% of Initial Pool Balance:
TBD
 
Size:
1,302,107 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF(1):
$215.04
Borrower Name:
BOP Republic Plaza I LLC and BOP
Republic Plaza II LLC
 
Year Built/Renovated:
1982/2002
Sponsor:
Brookfield Office Properties
 
Title Vesting:
Fee
Mortgage Rate:
4.240%
 
Property Manager:
Self-managed
Note Date:
November 2, 2012
 
3rd Most Recent Occupancy (As of):
94.3% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
94.2% (12/31/2010)
Maturity Date:
December 1, 2022
 
Most Recent Occupancy (As of):
92.1% (12/31/2011)
IO Period:
36 months
 
Current Occupancy (As of):
94.5% (9/30/2012)
Loan Term (Original):
120 months
   
Seasoning:
0 months
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$24,754,363 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$24,258,113 (12/31/2011)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of):
   $25,132,202 (TTM 6/30/2012)
Lockbox Type(2):
Hard/Upfront Cash Management
 
 
Additional Debt(1):
Yes
 
U/W Revenues:
$43,855,093
Additional Debt Type(1):
Pari Passu
 
U/W Expenses:
$16,311,223
     
U/W NOI:
  $27,543,870
Escrows and Reserves:
   
U/W NCF:
  $25,543,693
     
U/W NOI DSCR(1):
  1.67x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF DSCR(1):
  1.55x
Taxes
$3,495,886
$499,412
NAP
 
U/W NOI Debt Yield(1):
  9.8%
Insurance(3)
$0
Springing
NAP
 
U/W NCF Debt Yield(1):
  9.1%
Replacement Reserves
$27,217
$27,217
NAP
 
As-Is Appraised Value:
  $535,400,000
Deferred Maintenance(4)
$74,688
$0
NAP
 
As-Is Appraisal Valuation Date:
  October 8, 2012
TI/LC(4)
$2,358,462
$140,000
$5,000,000
 
Cut-off Date LTV Ratio(1):
  52.3%
Rent Concession Reserve(4)
$238,060
$0
NAP
 
LTV Ratio at Maturity or ARD(1):
  45.5%
             
 
(1)
The Republic Plaza Loan Combination, totalling $280,000,000, is comprised of two pari passu notes (Notes A-1 and A-2).  Note A-1 (the “Republic Plaza Mortgage Loan”) had an original balance of $125,000,000, has an outstanding principal balance as of the Cut-off Date of $125,000,000 and will be contributed to the WFRBS 2012-C10 trust.  Note A-2 (the “Republic Plaza Companion Loan”) had an original balance of $155,000,000 and is expected to be contributed to a future trust.  Note A-2 will be the controlling interest of the Republic Plaza Loan Combination.  All presented statistical information related to balances per square foot, loan-to-value ratio, debt service coverage ratio and debt yields are based on the Republic Plaza Loan Combination.
(2)
A Cash Trap Event Period will commence upon the earlier of: (i) the occurrence and continuance of an event of default or (ii) the DSCR, tested quarterly, being less than 1.32x.  A Cash Trap Event Period will expire upon: the cure of such event of default, or when the DSCR is 1.42x or greater for two consecutive calendar quarters.
(3)
Monthly insurance deposits are not required as long as no event of default has occurred and is continuing, borrower provides evidence of an acceptable blanket insurance policy and the borrower provides the lender with proof of full payment in a timely manner.
(4)
The sponsor posted a guaranty for all of the following: outstanding tenant improvements and leasing commissions, monthly tenant improvement and leasing commissions escrow deposits, a deferred maintenance deposit and outstanding tenant rent concessions.
(5)
The collateral for the Republic Plaza Loan Combination also includes a non-contiguous 12-story parking garage with approximately 1,275 stalls located one block from the Republic Plaza property.

The Mortgage Loan.  The mortgage loan (the “Republic Plaza Loan Combination”) is evidenced by two pari passu notes (Note A-1 and Note A-2) that are secured by a first mortgage encumbering a 56-story office building and a non-contiguous 12-story parking garage structure located in Denver, Colorado (the “Republic Plaza Property”).  The Republic Plaza Loan Combination was originated on November 2, 2012 by Wells Fargo Bank, National Association.  The Republic Plaza Loan Combination had an original balance of $280,000,000 and accrues interest at an interest rate of 4.240% per annum.  The Republic Plaza Loan Combination had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments for the first 36 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule.  The Republic Plaza Loan Combination matures on December 1, 2022.
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
REPUBLIC PLAZA
 
Note A-1 will be contributed to the WFRBS 2012-C10 Trust, had an original principal balance of $125,000,000 and has an outstanding principal balance as of the Cut-off Date of $125,000,000 (the “Republic Plaza Mortgage Loan”).  Note A-2 had an original principal balance of $155,000,000, is expected to be securitized in a future trust and will represent the controlling interest in the Republic Plaza Loan Combination (the “Republic Plaza Companion Loan”).

Following the lockout period, the borrower will have the right to defease the Republic Plaza Loan Combination in whole, or in part, on any due date before the scheduled maturity date.  In addition, the Republic Plaza Loan Combination is prepayable without penalty on or after September 1, 2022.

Sources and Uses

Sources
     
Uses
     
Original loan combination amount
$280,000,000
100.0%
 
Loan payoff(1)
$152,426,276
 
54.4%
       
Reserves
3,023,691
 
1.1
       
Closing costs
13,800,000
 
4.9
     
Return of equity
110,750,033
 
39.6
Total Sources
$280,000,000
100.0%
 
Total Uses
$280,000,000
 
100.0%

(1)
The Republic Plaza Property was previously securitized in JPMCC 2004-C2.

The Property.  The Republic Plaza Property is a 56-story class A office building containing approximately 1,302,107 rentable square feet and a non-contiguous 12-story parking garage located one block southwest of the office property all located in the central business district of Denver, Colorado.  Built in 1982, the Republic Plaza Property is the tallest building in Denver and is situated on a 2.3-acre parcel.  The 12-story parking garage provides approximately 1,275 parking spaces and was built in 1982.  Parking is also provided by a subterranean parking structure at the office property, which accounts for approximately 206 spaces and a parking ratio of 1.1 spaces per 1,000 square feet of rentable area.  The Republic Plaza Property serves as the United States headquarters for Encana Oil & Gas, DCP Midstream, LP and Wheeler Trigg O’Donnell LLP.  Tenancy also includes several wealth management divisions for financial institutions such as: Merrill Lynch, Citigroup, Bank of America, Morgan Stanley and UBS.   As of September 30, 2012, the Republic Plaza Property was 94.5% leased to 58 tenants.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

 
 
REPUBLIC PLAZA
 
The following table presents certain information relating to the tenancies at the Republic Plaza Property:

Major Tenants

Tenant Name
Credit Rating
(Fitch/Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual U/W
Base Rent
PSF
Annual
U/W Base Rent
% of Total
Annual U/W
Base Rent
Lease
Expiration
Date
           
Major Tenants
         
Encana Oil & Gas
NR/Baa2/BBB
452,972
34.8%
$20.55
$9,308,575(2)
36.0%
4/30/2019(3)(4)
DCP Midstream, LP
NR/NR/NR
153,983
11.8%
$24.06
$3,704,405
14.3%
5/31/2016(5)(6)
Wheeler Trigg O’Donnell LLP
NR/NR/NR
77,264
5.9%
$20.61
$1,592,420
6.2%
1/31/2023(7)
Venoco, Inc.
NR/NR/NR
47,205
3.6%
$22.85
$1,078,799
4.2%
3/31/2014
Samson Resources
NR/NR/NR
61,932
4.8%
$17.17
$1,063,466
4.1%
3/31/2021(8)
The Gary Williams Company
NR/NR/NR
38,612
3.0%
$20.13
$777,230
3.0%
7/31/2013
Merrill Lynch, Pierce, Fenner
A/Baa2/A-
26,752
2.1%
$24.00
$642,048
2.5%
2/28/2018
Citigroup Global Markets
A/Baa2/A-
29,770
2.3%
$20.03
$596,293(9)
2.3%
6/30/2015(10)
Total Major Tenants
888,490
68.2%
$21.12
$18,763,235
72.6%
 
               
Non-Major Tenants
 
342,507
26.3%
$20.65
$7,072,674
24.4%
 
               
Occupied Collateral Total
 
1,230,997
94.5%
$20.99
$25,835,908
100.0%
 
               
Vacant Space
 
71,110
5.5%
       
               
Collateral Total
 
1,302,107
100.0%
       
               
 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
The Annual U/W Base Rent was derived by averaging the annual contractual rental increases through the lease term.  The current in-place rent is $17.50 per square foot.
(3)
On or after February 1, 2013, Encana Oil & Gas (“Encana”) has a one-time right to surrender one or two full floors with 12 months notice provided: (i) the tenant is not subleasing more than 20% of their leased square footage; (ii) the surrendered floors are on floor 18 or higher; and (iii) Encana will pay an amount equal to six months of rent for surrendered spaces plus the unamortized cost of the landlord concessions as outlined in the lease agreement.
(4)
If Encana does not renew its lease for 452,927 square feet at a term of no less than five years from the lease expiration date, or replacement lease(s) approved by the lender are not signed prior to June 30, 2017, the sponsor will post an escrow, letter of credit or a guaranty for $18,118,880 less the actual tenant improvements and leasing costs in connection with a replacement lease(s) or a renewed Encana lease.
(5)
10,543 square feet expires on September 14, 2014.
(6)
DCP Midstream, LP may terminate its lease with respect to 10,543 square feet if the tenant renews its lease or expands on the 21st floor.
(7)
Prior to March 31, 2017, Wheeler Trigg O’Donnell LLP has a one-time right to terminate its lease for one floor (approximately 25,221 square feet) of its leased space (but in no event less than 10,000 square feet).
(8)
Samson Resources may terminate its lease any time after March 31, 2017 so as long as they are not in default under the terms of their lease and not subleasing more than 50% of their leased square footage.
(9)
The Annual U/W Base Rent was derived by averaging the annual contractual rental increases through the lease term.  The current in-place rent is $18.50 per square foot.
(10)
Citigroup Global Markets has the right to terminate their lease with respect to 5,866 square feet after December 31, 2013.

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

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual
U/W Base
Rent PSF(3)
MTM
0
0
0.0%
0
0.0%
$0
$0.00  
2012
1
11,121
0.9%
11,121
0.9%
$155,694
$14.00  
2013
20
62,740
4.8%
73,861
5.7%
$1,388,160
$22.13  
2014
13
81,845
6.3%
155,706
12.0%
$1,758,307
$21.48  
2015
12
63,465
4.9%
219,171
16.8%
$1,355,588
$21.36  
2016
17
173,324
13.3%
392,495
30.1%
$4,121,196
$23.78  
2017
6
22,230
1.7%
414,725
31.9%
$452,425
$20.35  
2018
11
54,538
4.2%
469,263
36.0%
$1,142,484
$20.95  
2019
28
501,315
38.5%
970,578
74.5%
$10,207,506
$20.36  
2020
7
38,286
2.9%
1,008,864
77.5%
$881,196
$23.02  
2021
13
114,800
8.8%
1,123,697
86.3%
$2,159,058
$18.81  
2022
3
4,848
0.4%
1,128,512
86.7%
$117,560
$24.25  
Thereafter
5
102,485
7.9%
1,230,997
94.5%
$2,147,282
$20.95  
Vacant
0
71,110
5.5%
1,302,107
100.0%
$0
$0.00  
Total/Weighted Average
136
1,302,107
100.0%
   
$25,835,908
$20.99  
 
(1)
Information obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
REPUBLIC PLAZA
 
The following table presents historical occupancy percentages at the Republic Plaza Property:

Historical Occupancy Percentages(1)

12/31/2009
 
12/31/2010
 
12/31/2011
94%
 
94%
 
92%
 
(1)       Information obtained from borrower rent rolls.
 
Market Overview and Competition.  According to the appraisal, the Republic Plaza Property is located at the northwest corner of 16th Street and Tremont Place in the central business district of Denver, Colorado.  The Republic Plaza Property is located approximately 24 miles from Denver International Airport, the fifth busiest airport in the United States and the second largest in the world by land area.  Access to the Republic Plaza Property is provided by the 16th Street Mall Shuttle, the Denver Regional Transport District bus line as well as Union Station, which is located approximately one mile away from the Republic Plaza Property.  Denver’s central location in the country allows it to serve as a major transportation hub for the western United States and the largest employers are in the trade, transportation and utilities industries.  As of year-end 2011, the unemployment rate for the Denver MSA was 8.6%.
 
According to the appraisal, the Republic Plaza Property is located within the central business district office submarket and the appraiser identified a competitive set that contains approximately 4.7 million square feet of office space.  The submarket vacancy and market rental rate for the appraiser’s competitive set is approximately 9.9% and $26.11 per square foot on a triple net basis, respectively as of the second quarter of 2012.
 
The following table presents certain information relating to comparable office properties for the Republic Plaza Property:

Competitive Set(1)

 
Republic Plaza
(Subject)
Tabor
Center
1801 California
Street
Wells Fargo
Center
1900
Sixteenth
Street
1800 Larimer Street
Seventeenth Street Plaza
Location
Denver, CO
Denver, CO
Denver, CO
Denver, CO
Denver, CO
Denver, CO
Denver, CO
Distance from Subject
--
1.3 miles
0.7 miles
0.1 miles
 1.4 miles
 1.1 miles
1.3 miles
Property Type
Office
Office
Office
Office
Office
Office
Office
Year Built/Renovated
1982/2002
1985/2000
1982/NAP
1983/NAP
2009/NAP
2010/NAP
1982/NAP
Number of Stories
52
30
52
52
18
22
32
Total GLA
1,302,107 SF
571,722 SF
1,317,046 SF
1,204,089 SF
400,538 SF
495,518 SF
666,653 SF
Total Occupancy
95%
98%
40%
88%
87%
88%
90%
 
(1)      Information obtained from the appraisal dated October 8, 2012.

The Sponsor.  The sponsor for the Republic Plaza Loan Combination is Brookfield Properties Investor Corporation, which is indirectly owned by Brookfield Office Properties (“BOP”).  BOP is a publicly traded REIT (NYSE: BPO) headquartered in Toronto, Ontario and has ownership interests in 108 properties totaling approximately 78.0 million square feet located internationally in the downtown core markets of New York, Washington DC, Houston, Los Angeles, Denver, Toronto, Calgary, Ottawa, Melbourne and Sydney.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
Concord Mills
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moodys):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$110,000,000
 
Specific Property Type:
Regional Mall
Cut-off Date Principal Balance:
$110,000,000
 
Location:
Concord, NC
% of Initial Pool Balance:
TBD
 
Size:
1,285,834 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF(1):
$85.55
Borrower Name:
Mall at Concord Mills Limited
Partnership
 
Year Built/Renovated:
1999/NAP
Sponsor:
Simon Property Group, L.P.
 
Title Vesting:
Fee
Mortgage Rate:
3.836%
 
Property Manager:
Simon Management Associates
II, LLC
Note Date:
October 15, 2012
 
3rd Most Recent Occupancy (As of):
92.1% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
95.9% (12/31/2010)
Maturity Date:
November 1, 2022
 
Most Recent Occupancy (As of):
96.6% (12/31/2011)
IO Period:
120 months
 
Current Occupancy (As of)(5):
98.3% (10/10/2012)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
NAP
     
Loan Amortization Type:
Interest-only, Balloon
 
3rd Most Recent NOI (As of):
$27,847,975 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$28,885,682 (12/31/2011)
Call Protection:
L(25),D(88),O(7)
 
Most Recent NOI (As of):
$28,947,661 (TTM 8/31/2012)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt(1):
Yes
 
U/W Revenues:
$41,169,453
Additional Debt Type(1):
Pari Passu
 
U/W Expenses:
$11,273,235
     
U/W NOI:
$29,896,218
     
U/W NCF:
$28,618,726
     
U/W NOI DSCR(1) :
3.27x
Escrows and Reserves:
   
U/W NCF DSCR(1):
3.13x
     
U/W NOI Debt Yield(1):
12.7%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield(1):
12.2%
Taxes(2)
$0
Springing
NAP
 
As-Is Appraised Value:
$435,000,000
Insurance(3)
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
September 24, 2012
Replacement Reserves(4)
$0
Springing
$646,000
 
Cut-off Date LTV Ratio(1):
54.0%
TI/LC Reserve(4)
$0
Springing
$1,800,000
 
LTV Ratio at Maturity or ARD(1):
54.0%
             
 
(1)
The Concord Mills Loan Combination, totalling $235,000,000, is comprised of two pari passu notes (Notes A-1 and Note A-2).  Note A-2, (the “Concord Mills Mortgage Loan”), had an original balance of $110,000,000, has an outstanding principal balance as of the Cut-off Date of $110,000,000 and will be contributed to the WFRBS 2012-C10 Trust.  Note A-1, (the “Concord Mills Loan”), had an original balance of $125,000,000 and is expected to be contributed to a future trust.  All presented statistical information related to balances per square foot, loan-to-value, debt service coverage ratios, and debt yields are based on the Concord Mills Loan Combination.
(2)
No monthly tax escrow is required so long as no Lockbox Event (as defined in the loan documents) has occurred or is continuing under the Concord Mills Loan Combination.
(3)
No monthly insurance escrow is required so long as (i) no event of default has occurred or is continuing under the Concord Mills Loan Combination and (ii) the insurance required to be maintained by the borrower is effected under an acceptable blanket insurance policy.
(4)
No monthly replacement reserve or tenant improvement and leasing commissions reserve is required so long as no Lockbox Event has occurred or is continuing.
(5)
Occupancy excludes temporary and seasonal tenants. For the trailing 12-month period ending July 31, 2012, the average occupancy, inclusive of these tenants, was 99.4%.
 
The Mortgage Loan.  The mortgage loan (the “Concord Mills Loan Combination”) is evidenced by a two pari passu notes (Note A-1 and Note A-2) secured by a first mortgage encumbering a regional mall located in Concord, North Carolina (the “Concord Mills Property”). The Concord Mills Loan Combination was originated on October 15, 2012 by The Royal Bank of Scotland. The Concord Mills Loan Combination had an original principal balance of $235,000,000, has an outstanding principal balance as of the Cut-off Date of $235,000,000 and accrues interest at an interest rate of 3.836% per annum.  The Concord Mills Loan Combination had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments through the term of the Concord Mills Loan Combination. The Concord Mills Loan Combination matures on November 1, 2022.  Note A-2 will be contributed to the WFRBS 2012-C10 Trust, had an original principal balance of $110,000,000 and has an outstanding principal balance as of the Cut-off Date of $110,000,000 (the “Concord Mills Mortgage Loan”). Note A-1 had an original principal balance of $125,000,000, is expected to be contributed to a future trust, and will represent the controlling interest in the Concord Mills Loan Combination (the “Concord Mills Loan”).
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CONCORD MILLS
 
Following the lockout period, the borrower will have the right to defease the Concord Mills Loan Combination in whole, but not in part, on any due date before the scheduled maturity date. In addition, the Concord Mills Loan Combination is prepayable without penalty on or after May 1, 2022.

Sources and Uses

Sources
     
Uses
     
Original loan combination amount
$235,000,000
100.0%
 
Loan payoff(1)
$155,524,336
 
66.2%
       
Reserves
0
 
0.0
       
Closing costs
883,389
 
0.4
     
Return of equity
78,592,275
 
33.4
Total Sources
$235,000,000
100.0%
 
Total Uses
$235,000,000
 
100.0%
 
(1)
The Concord Mills Property was previously securitized in JPMCC 2003-C1.

The Property.  The Concord Mills Property is an approximately 1.3 million square foot single-level, regional mall located across Interstate 85 from the Charlotte Motor Speedway in Concord, North Carolina, approximately 14 miles north of the Charlotte, North Carolina central business district. The Concord Mills Property is anchored by Bass Pro Shops Outdoor, Burlington Coat Factory, AMC Theatres and Dave & Buster’s.  The Concord Mills Property opened in 1999 and as of October 10, 2012, the Concord Mills Property was 98.3% leased by approximately 151 tenants, excluding seasonal and temporary tenants. In-line stores include Saks Fifth Avenue Off 5th, Michael Kors, Polo Ralph Lauren Factory Store, Coach, Tommy Hilfiger, Forever 21, Nike Factory Outlet and more than 145 other retailers and restaurants.  The five largest tenants, Bass Pro Shops Outdoor, Burlington Coat Factory, AMC Theatres, Dave & Buster’s and TJ Maxx & More (representing aggregately 33.0% of net rentable area and 20.6% of base rent), have been at the Concord Mills Property since the year it was developed in 1999. In aggregate, tenants representing a total of 48.8% of net rentable area have been at the Concord Mills Property since it was developed in 1999.

For the trailing 12-month period ending July 31, 2012, tenants had comparable in-line average sales (tenants occupying less than 10,000 square feet) of $417 per square foot. Occupancy costs for comparable tenants occupying less than 10,000 square feet averaged 11.0% for the trailing 12-month period ended July 31, 2012.

The following table presents certain information relating to the tenancies at the Concord Mills Property:

Major Tenants

Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF(2)
 
Annual
U/W Base
Rent(2)
% of Total
Annual U/W
Base Rent
Sales
PSF(3)
Occupancy
Cost(3)(4)
Lease
Expiration
Date
                   
Anchor Tenants
 
                 
Bass Pro Shops Outdoor
NR/NR/NR
134,790
10.5%
$9.09
 
$1,225,000
5.1%
$348
2.7%
9/10/2014
Burlington Coat Factory
NR/B3/B-
100,498
7.8%
$5.50
 
$552,739
2.3%
$109
6.1%
1/31/2015
Total Anchor Tenants
 
235,288
18.3%
$7.56
 
$1,777,739
7.4%
     
                     
Other Major Tenants
                   
                     
AMC Theatres
NR/NR/NR
83,732
6.5%
$21.00
 
$1,758,372
7.3%
(5)
17.8%
9/30/2019
Dave & Busters
NR/NR/NR
53,077
4.1%
$18.00
 
$955,386
4.0%
$148
15.8%
8/28/2014
Forever 21
NR/NR/NR
29,367
2.3%
$25.54
 
$750,000
3.1%
$398
8.4%
6/30/2022
T.J. Maxx & More
NR/A3/A
51,937
4.0%
$9.25
 
$480,417
2.0%
$227
4.9%
1/31/2015
Bed Bath & Beyond
NR/NR/BBB+
35,515
2.8%
$10.25
 
$364,029
1.5%
$243
4.8%
1/31/2015
Best Buy(6)
BB+/Baa2/BB+
35,807
2.8%
$9.00
 
$322,263
1.3%
NAV
NAV
1/31/2021
Total Anchor Tenants
 
289,435
22.5%
$16.00
 
$4,630,467
19.2%
     
                     
Non-Major Tenants
 
738,697
57.4%
$23.93
 
$17,675,703
73.4%
     
                     
Occupied Collateral(7)
 
1,263,420
98.3%
$19.06
 
$24,083,909
100.0%
     
                     
Vacant Space
 
22,414
1.7%
             
                     
Collateral Total
 
1,285,834
100.0%
             
                     
 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
Underwritten base rent includes contractual rent steps through June 2013.
(3)
Sales and occupancy costs are for the trailing 12-month period ending July 31, 2012.
(4)
Occupancy costs include base rent, reimbursements and percentage rent as applicable.
(5)
AMC Theatres operates with 24 screens at the Concord Mills Property and had sales per screen of $432,755 for the trailing 12-month period ending July 31, 2012.
(6)
Best Buy is not required to report sales.
(7)
Occupancy excludes temporary and seasonal tenants. For the trailing 12-month period ending July 31, 2012, the average occupancy, inclusive of these tenants, was 99.4%.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CONCORD MILLS
 
The following table presents certain information relating to the historical sales and occupancy costs at the Concord Mills Property:

Historical Sales (PSF) and Occupancy Costs(1)

Tenant Name
2009
       2010
       2011
TTM
Bass Pro Shops Outdoor
$333
$330
$347
$348
Burlington Coat Factory
$122
$116
$117
$109
AMC Theatres
(2)
(2)
(2)
(2)
Dave & Buster’s
$147
$139
$139
$148
Forever 21(3)
$565
$565
$691
$398
T.J. Maxx & More
$234
$240
$236
$227
Bed Bath & Beyond
$227
$213
$232
$243
Best Buy(4)
NAV
NAV
NAV
NAV
         
Total In-line (<10,000 square feet)(5)
$357
$387
$389
$417
Occupancy Costs(5)
12.5%
11.6%
11.8%
11.0%
 
(1)
 
Historical Sales (PSF) is based on historical statements provided by the borrower.
(2)
Sales per screen for AMC Theatres (24 screens) were $381,609, $423,684, $524,930 and $432,755 in 2009, 2010, 2011 and the trailing 12-month period ending July 31, 2012, respectively.
(3)
In 2012, Forever 21 expanded its space from 6,735 square feet (0.5% of net rentable square footage) to 29,367 square feet (2.3% of net rentable square footage). The TTM sales per square foot is based on the larger space, while 2009, 2010 and 2011 sales are based on the smaller space.
(4)
Best Buy is not required to report sales.
(5)
Represents tenants less than 10,000 square feet who were in occupancy since July 31, 2010, two years from the end of the trailing 12-month reporting period.
 
The following table presents certain information relating to the lease rollover schedule at the Concord Mills Property:
 
Lease Expiration Schedule(1)(2)
 
Year Ending
December 31,
No. of Leases Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
U/W
Base Rent
Annual
U/W
Base Rent
PSF(3)
MTM
0
0
0.0%
0
0.0%
$0
$0.00  
2012
6
11,287
0.9%
11,287
0.9%
$461,889
$40.92  
2013
9
30,695
2.4%
41,982
3.3%
$531,534
$17.32  
2014
27
311,345
24.2%
353,327
27.5%
$4,968,410
$15.96  
2015
21
294,281
22.9%
647,608
50.4%
$4,140,120
$14.07  
2016
16
83,196
6.5%
730,804
56.8%
$1,742,723
$20.95  
2017
19
75,644
5.9%
806,448
62.7%
$2,208,596
$29.20  
2018
6
48,458
3.8%
854,906
66.5%
$1,257,428
$25.95  
2019
12
167,501
13.0%
1,022,407
79.5%
$3,534,195
$21.10  
2020
9
39,627
3.1%
1,062,034
82.6%
$1,022,813
$25.81  
2021
11
95,691
7.4%
1,157,725
90.0%
$1,824,284
$19.06  
2022
13
70,735
5.5%
1,228,460
95.5%
$1,976,407
$27.94  
Thereafter
2
34,960
2.7%
1,263,420
98.3%
$415,510
$11.89  
Vacant(4)
0
22,414
1.7%
1,285,834
100.0%
$0
$0.00  
Total/Weighted Average
151
1,285,834
100.0%
   
$24,083,909
$19.06  
 
(1)
 
Information obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(4)
Occupancy excludes temporary and seasonal tenants. For the trailing 12-month period ending July 31, 2012, the average occupancy, inclusive of these tenants, was 99.4%.
 
The following table presents historical occupancy percentages at the Concord Mills Property:
 
Historical Occupancy Percentages(1)(2)
 
12/31/2009
 
12/31/2010
 
12/31/2011
92%
 
96%
 
97%
 
(1)
Information obtained from the borrower.
(2)
Historical occupancy is presented exclusive of temporary tenants.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CONCORD MILLS
 
Market Overview and Competition.  The Concord Mills Property is located in Concord, North Carolina, approximately 14 miles northeast of the Charlotte central business district. The Concord Mills Property is located in a commercial area approximately two miles west of Charlotte Motor Speedway, and 1.5 miles north of the intersection of Interstate 85 and Interstate 485.

Per the appraisal, population within a fifteen-mile radius of the Concord Mills Property (the primary trade area) was recorded as 828,654 in 2012, representing a 2.7% compounded annual growth rate since 2000. Within the same radius, average household income was recorded as $66,287 in 2012, representing a 1.0% compounded annual growth rate since 2000, which compares favorably to both the Charlotte central business district and national average household income of $69,255 and $67,303, respectively.

The appraiser estimated triple net market rent for in-line retail suites under 10,000 square feet to be $25.83 per square foot, excluding kiosk, restaurant and jewelry tenants. Additionally, based on an average of comparable properties, the appraiser projected a vacancy rate of four percent based on historical occupancy at the Concord Mills Property and the occupancy levels of competitive properties.

The following table presents certain information relating to some comparable retail centers provided in the appraisal for the Concord Mills Property:
 
Competitive Set(1)
 
 
Concord Mills
(Subject)
Afton Ridge SC
Shoppes at
University Place
Carolina Mall
Northlake Mall
Market
Concord, NC
Concord, NC
Charlotte, NC
Concord, NC
Charlotte, NC
Distance from Subject
––
5.0 miles
6.0 miles
10.0 miles
11.0 miles
Property Type
Regional Mall
Anchored
Anchored
Regional Mall
Regional Mall
Year Built/Renovated
1999/NAP
2006/NAV
1984/2011
1972/1999
2005/NAV
Anchors
Bass Pro Shops
Outdoor, Burlington
Coat, AMC Theatre,
TJ Maxx
Target, Dick’s, Best Buy,
Marshall’s
Dick’s, Office Depot,
Old Navy, TJ Maxx
Belk, JC Penney’s,
Sears
Belk, Dick’s, Dillard’s,
Hecht’s, AMC Theatres
Total GLA
1,285,834 SF
503,366 SF
801,295 SF
554,270 SF
1,096,719 SF
Total Occupancy
98%
98%
76%
99%
98%
 
 
(1)
Information obtained from the appraisal dated October 4, 2012.

The Sponsor.  The sponsor for the Concord Mills Mortgage Loan is Simon Property Group, L.P. (“SPG”). SPG is a large real estate company in the United States and is publicly traded on the New York Stock Exchange under the symbol SPG. SPG currently owns or has an interest in 337 properties comprising 245 million square feet of gross leasable area in North America, Europe and Asia. SPG employs over 5,500 people in the United States and is headquartered in Indianapolis, Indiana.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

Dayton Mall
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$82,000,000
 
Specific Property Type:
Regional Mall
Cut-off Date Principal Balance:
$82,000,000
 
Location:
Dayton, OH
% of Initial Pool Balance:
TBD
 
Size:
778,487 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF:
$105.33
Borrower Name:
Dayton Mall II, LLC
 
Year Built/Renovated:
1970/2012
Sponsor:
Glimcher Properties Limited Partnership
 
Title Vesting:
Fee
Mortgage Rate:
4.570%
 
Property Manager:
Glimcher Properties Limited Partnership; Glimcher Development Corporation
Note Date:
August 22, 2012
 
3rd Most Recent Occupancy (As of):
94.2% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
96.1% (12/31/2010)
Maturity Date:
September 1, 2022
 
Most Recent Occupancy (As of):
94.9% (12/31/2011)
IO Period:
60 months
 
Current Occupancy (As of):
92.2% (7/24/2012)
Loan Term (Original):
120 months
     
Seasoning:
3 months
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$10,544,377 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$10,438,840 (12/31/2011)
Call Protection:
L(27),D(89),O(4)
 
Most Recent NOI (As of):
$10,437,303 (TTM 6/30/2012)
Lockbox Type:
Hard/Upfront Cash Management
     
Additional Debt:
None
     
Additional Debt Type:
NAP
 
U/W Revenues:
$18,220,700
     
U/W Expenses:
$8,025,764
Escrows and Reserves:
   
U/W NOI:
$10,194,936
     
U/W NCF:
$9,457,177
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI DSCR:
2.03x
Taxes(1)
$0
Springing
NAP
 
U/W NCF DSCR:
1.88x
Insurance(1)
$0
Springing
NAP
 
U/W NOI Debt Yield:
12.4%
Replacement Reserves(2)
$0
Springing
NAP
 
U/W NCF Debt Yield:
11.5%
Deferred Maintenance
$1,517,001
$0
NAP
 
As-Is Appraised Value:
$125,000,000
TI/LC(3)
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
April 25, 2012
Dress Barn Reserve(4)
$456,667
$0
NAP
 
Cut-off Date LTV Ratio:
65.6%
Dick’s Sporting Goods Reserve(5)
$3,711,437
$0
NAP
 
LTV Ratio at Maturity or ARD:
60.1%
             

(1)
The loan documents do not require monthly escrows for real estate taxes or insurance provided a Cash Trap Event Period (defined as an event of default or the U/W NOI Debt Yield falling below 9.75%) does not exist.
(2)
Monthly Replacement Reserves are not required as long as the actual debt service coverage ratio is greater than or equal to 1.75x.  In the event the actual debt service coverage ratio is less than 1.75x, the borrower is required to deposit monthly replacement reserves in an amount equal to $12,975.
(3)
Monthly TI/LC reserves are not required as long as the actual debt service coverage ratio is greater than or equal to 1.75x.  In the event the actual debt service coverage ratio is less than 1.75x, the borrower is required to deposit monthly TI/LC reserves in an amount equal to $57,091.
(4)
The upfront Dress Barn Reserve is related to outstanding tenant improvements allowances and leasing commissions for Dress Barn.
(5)
The Dick’s Sporting Goods Reserve is related to the remaining cost of construction of the Dick’s Sporting Good’s space, five months of Dick’s Sporting Goods rent and outstanding leasing commissions. Dick’s Sporting Goods opened on November 7, 2012. This reserve is likely to be released in the near term.

The Mortgage Loan.  The mortgage loan (the “Dayton Mall Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a regional mall located in Dayton, Ohio (the “Dayton Mall Property”).  The Dayton Mall Mortgage Loan was originated on August 22, 2012 by Wells Fargo Bank, National Association. The Dayton Mall Mortgage Loan had an original principal balance of $82,000,000, has an outstanding principal balance as of the Cut-off Date of $82,000,000 and accrues interest at an interest rate of 4.570% per annum.  The Dayton Mall Mortgage Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires interest-only payments for the first 60 months following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule.  The Dayton Mall Mortgage Loan will mature on September 1, 2022.

Following the lockout period, the borrower will have the right to defease the Dayton Mall Mortgage Loan in whole, but not in part, on any due date before the scheduled maturity date.  In addition, the Dayton Mall Mortgage Loan is prepayable without penalty on or after June 1, 2022.
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
DAYTON MALL
 
Sources and Uses(1)

Sources
       
Uses
       
Original trust loan amount
$82,000,000
 
100.0%
 
Loan payoff(2)
$50,031,597
 
         61.0
%
         
Reserves
5,685,105
 
6.9
 
         
Return of equity
26,283,298
 
32.1
 
Total Sources
$82,000,000
 
100.0%
 
Total Uses
$82,000,000
 
       100.0
%
(1)
The sponsor has approximately $58.2 million of cash equity remaining in the Dayton Mall Property based on a cost basis of $140.2 million.
(2)
The debt on the Dayton Mall Property was previously held by KeyBank National Association.

The Property.  The Dayton Mall Property is an enclosed two-story regional mall located in Dayton, Ohio, which is anchored by Macy’s (not part of the collateral), Elder Beerman (not part of the collateral), Sears (not part of the collateral) and JC Penney that contains approximately 1.4 million square feet of which 778,487 square feet secures the Dayton Mall Mortgage Loan. The property is situated on 56.3 acres and was built in 1970. The Dayton Mall Property was renovated in 1984, 1996, 2006 and 2012. The 2006 renovation included the addition of an 85,000 square foot lifestyle component, which the sponsor invested approximately $30.0 million to complete. The 2012 renovation includes the construction of a Dick’s Sporting Goods, which opened November 7, 2012.  Parking is provided by 5,748 surface spaces resulting in a parking ratio of four spaces per every 1,000 square feet of gross leasable area.  The Dayton Mall Property’s mix of in-line tenants includes American Eagle, Express, Aeropostale, Victoria’s Secret and Forever 21. For the trailing 12-month period ending August 31, 2012, comparable in-line sales (for tenants occupying less than 10,000 square feet) averaged $315 per square foot and for the same period comparable in-line occupancy costs (for tenants occupying less than 10,000 square feet) averaged 11.6%.  As of July 24, 2012, the Dayton Mall Property was 92.2% leased.






 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 


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

 
 

 
 
DAYTON MALL
 
The following table presents certain information relating to the tenancies at the Dayton Mall Property:

Major Tenants
 
 Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant NRSF
% of
NRSF
Annual
U/W Base
Rent PSF
 
Annual
U/W Base
Rent
% of
Total Annual
U/W Base Rent
Sales
PSF(2)
Occupancy
Cost(2)(3)
Lease
Expiration
Date
                     
 Anchor Tenant – Not Part of Collateral
                 
 Macys
BBB/Baa3/BBB
268,943
      ANCHOR-OWNED - NOT PART OF THE COLLATERAL
 Elder Beerman
B-/B3/B-
203,548
      ANCHOR-OWNED - NOT PART OF THE COLLATERAL
 Sears
B/B3/CCC+
185,790
      ANCHOR-OWNED - NOT PART OF THE COLLATERAL
           
 Anchor Tenants – Collateral
       
 JC Penney
BB-/Ba3/B+
178,686
23.0%
$4.27
 
$762,552
7.1%
$134
3.3%
3/31/2016
 Dick’s Sporting Goods
NR/NR/NR
50,000
6.4%
$11.25
 
$562,500
5.3%
NAV(4)
NAV(4)
10/31/2022
 Total Anchor Tenants - Collateral
228,686
29.4%
$5.79
 
$1,325,052
12.4%
     
                 
 Major Tenants - Collateral
               
 DSW Shoe Warehouse
NR/NR/NR
22,314
2.9%
$16.00
 
$357,024
3.3%
 NAV(5)
NAV(5)
1/31/2023
 Osterman’s Jewelers
NR/NR/NR
2,468
0.3%
$101.30
 
$250,000
2.3%
$668
18.4%
1/31/2015
 Forever 21
NR/NR/NR
11,358
1.5%
$22.00
 
$249,876
2.3%
$247
15.5%
8/31/2013
 Ulta Cosmetics
NR/NR/NR
9,461
1.2%
$26.00
 
$245,986
2.3%
$329
10.5%
8/31/2017
 Old Navy
BBB-/Baa3/BB+
17,276
2.2%
$14.00
 
$241,864
2.3%
$260
5.4%
7/31/2015
 Total Major Tenants – Collateral
62,877
8.1%
 $21.39
 
$1,344,750
12.6%
     
                     
 Non-Major Tenants - Collateral
426,587
54.8%
$18.85
 
$8,039,630
75.1%
     
                     
 Occupied Collateral Total
718,150
92.2%
$14.91
 
$10,709,432
100.0%
     
                     
 Vacant Space
 
60,337
7.8%
             
                     
 Collateral Total
778,487
100.0%
             
                     

(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
Sales and occupancy costs are for the trailing 12-month period ending August 31, 2012.
(3)
Occupancy costs include base rents and reimbursements, as applicable.
(4)
Sales and occupancy costs are unavailable as Dick’s Sporting Goods recently opened on November 7, 2012. An upfront reserve is in place related to the cost of construction of the Dick’s Sporting Good’s space, five months of Dick’s Sporting Goods rent and outstanding leasing commissions.
(5)
Sales and occupancy costs are unavailable for the full trailing 12 months as DSW Shoe Warehouse was relocated in February 2012 as a result of the Dick’s Sporting Goods construction.







 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

 
 
DAYTON MALL
 
The following table presents certain information relating to the historical sales and occupancy costs at the Dayton Mall Property:

Historical Sales (PSF) and Occupancy Costs(1)

Tenant Name
2009
2010
2011
TTM 8/31/2012
Macy’s
NAV
NAV
NAV
NAV
Elder Beerman
NAV
NAV
NAV
NAV
Sears
NAV
NAV
NAV
NAV
JC Penney
$141
$136
$135
$134
Dick’s Sporting Goods(2)
NAP
NAP
NAP
NAP
         
Total In-line (<10,000 square feet)(3)(4)
$287
$298
$307
$315
Occupancy Costs(3)(4)
NAV
NAV
NAV
11.6%

(1)
Historical Sales (PSF) is based on historical statements provided by the borrower.
(2)
Sales and occupancy costs are unavailable as the Dick’s Sporting Goods recently opened on November 7, 2012.
(3)
Represents tenants less than 10,000 square feet who were in occupancy the past three reporting periods and reported a full 12 months of sales. Excludes all major tenants, kiosks and tenants that did not report 12 months of sales.
(4)
Historical in-line tenant rent and reimbursements have changed due to rent steps and fluctuation in CAM charges. Historical rent rolls are not available, therefore reliable historical occupancy costs cannot be calculated.
 
The following table presents certain information relating to the lease rollover schedule at the Dayton Mall Property:

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual
U/W Base
Rent PSF(3)
MTM
0
0
0.0%
0
0.0%
$0
$0.00 
2012
10
17,282
2.2%
17,282
2.2%
$146,000
$8.45 
2013
21
56,387
7.2%
73,669
9.5%
$853,955
$15.14 
2014
22
54,047
6.9%
127,716
16.4%
$1,285,367
$23.78 
2015
24
89,473
11.5%
217,189
27.9%
$1,626,409
$18.18 
2016
16
244,938
31.5%
462,127
59.4%
$2,458,903
$10.04 
2017
17
69,731
9.0%
531,858
68.3%
$1,531,415
$21.96 
2018
7
19,097
2.5%
550,955
70.8%
$558,785
$29.26 
2019
2
11,511
1.5%
562,466
72.3%
$361,567
$31.41 
2020
8
54,873
7.0%
617,339
79.3%
$521,079
$9.50 
2021
2
5,069
0.7%
622,408
80.0%
$190,000
$37.48 
2022
4
67,428
8.7%
689,836
88.6%
$708,928
$10.51 
Thereafter
2
28,314
3.6%
718,150
92.2%
$467,024
$16.49 
Vacant
0
60,337
7.8%
778,487
100.0%
$0
$0.00 
Total/Weighted Average
135
778,487
100.0%
   
$10,709,432
$14.91 
 
(1)
Information obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
 
The following table presents historical occupancy percentages at the Dayton Mall Property:

Historical Occupancy Percentages(1)

12/31/2009
 
12/31/2010
 
12/31/2011
94%
 
96%
 
95%
         
(1)       Information obtained from borrower rent rolls.

Market Overview and Competition.  According to the appraisal, the Dayton Mall Property is located in the Dayton, Ohio MSA. The Dayton Mall Property is located at the intersection of Interstate 75 and Interstate 675, approximately 11 miles south of the Dayton central business district. Dayton is home to three large universities: The University of Dayton, Wright State University and Miami University, which report student enrollments of approximately 11,000, 18,000 and 17,000, respectively. Dayton is also home to Wright Patterson Air Force Base, one of the largest bases in the Air Force. Wright Patterson Air Force Base is headquarters for the Air Force Materiel Command and is also the location of the Wright-Patterson Medical Center, along with the National Museum of the United States Air Force. The population within a five-mile and ten-mile radius of the Dayton Mall Property is 130,006 and 406,558, respectively.  The average household income within the same five-mile and ten-mile radii is $74,522 and $63,335, respectively.
 
According to the appraisal, the Dayton Mall Property’s competitive set consists of six regional malls/lifestyle centers. The appraiser concluded to a competitive property vacancy of 7.0%, and an overall market rent of $14.13 per square foot triple-net.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

DAYTON MALL

The following table presents certain information relating to some comparable retail centers provided in the appraisal for the Dayton Mall Property:

Competitive Set(1)

 
Dayton Mall
(Subject)
The Greene
The Mall at
Fairfield Commons
Cincinnati
Premium Outlets
Upper Valley
Mall
Miami Valley
Centre Mall
 Location
Dayton, OH
Dayton, OH
Beavercreek, OH
Monroe, OH
Springfield, OH
Piqua, OH
 Distance from Subject
--
 10.5 miles
17.5 miles
17.8 miles
35.7 miles
40.0 miles
 Property Type
Regional Mall
Lifestyle Center
Regional Mall
Outlet Center
Regional Mall
Regional Mall
 Year Built/Renovated
1970/2012
2006/2008
1993/2006
2009/NAV
1971/2003
1988/NAV
 Anchors
Macy’s, Elder Beerman, Sears, JC Penney, Dick’s
Von Maur, Cinema Delux
Elder Beerman, JC Penney, Sears, Macy’s
NAP
Elder Beerman, JC Penney, Macy’s, Sears
Elder Beerman, JC Penney, Sears
 Total GLA
1,435,743 SF
790,000 SF
1,052,640 SF
425,000 SF
728,913 SF
564,167 SF
 Total Occupancy
92%
89%
94%
92%
97%
89%
 
(1)
Information obtained from the appraisal dated April 25, 2012.

The Sponsor.  The sponsor for the Dayton Mall Mortgage Loan is Glimcher Properties Limited Partnership, a subsidiary of Glimcher Realty Trust (“Glimcher”).  Based in Columbus, Ohio, Glimcher was formed in 1994 to continue and expand the operations of The Glimcher Company, initially founded in 1959 by Herbert Glimcher. Glimcher owns and/or manages a total of 28 properties in 15 states aggregating approximately 21.6 million square feet of gross leasable area. Of the 28 properties, 25 are enclosed and open-air regional shopping centers.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

STAG REIT Portfolio
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Portfolio
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Industrial
Original Principal Balance:
$68,815,340
 
Specific Property Type:
Various – See Table
Cut-off Date Principal Balance:
$68,815,340
 
Location:
Various – See Table
% of Initial Pool Balance:
TBD
 
Size:
3,630,021 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per Unit/SF:
$18.96
Borrower Name(1):
Various
 
Year Built/Renovated:
Various – See Table
Sponsor:
STAG Industrial Operating
Partnership, L.P.
 
Title Vesting:
Fee
Mortgage Rate:
4.310%
 
Property Manager(5):
Various
Note Date:
November 8, 2012
 
3rd Most Recent Occupancy (As of):
98.8% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
98.7% (12/31/2010)
Maturity Date:
December 1, 2022
 
Most Recent Occupancy (As of):
98.5% (12/31/2011)
IO Period:
None
 
Current Occupancy (As of)(6):
98.0% (8/30/2012)
Loan Term (Original):
120 months
   
Seasoning:
0 months
 
Underwriting and Financial Information:
Amortization Term (Original):
300 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$11,370,085 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$12,022,549 (12/31/2011)
Call Protection(2):
L(24),D or YM(92),O(4)
 
Most Recent NOI (As of):
$11,786,488 (TTM 6/30/2012)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$14,779,119
Additional Debt Type:
NAP
 
U/W Expenses:
$5,325,758
     
U/W NOI:
$9,453,362
Escrows and Reserves:
   
U/W NCF:
$7,982,119
     
U/W NOI DSCR :
2.10x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF DSCR:
1.77x
Taxes(3)
$0
Springing
NAP
 
U/W NOI Debt Yield:
13.7%
Insurance(3)
$0
Springing
NAP
 
U/W NCF Debt Yield:
11.6%
Replacement Reserves(3)
$0
Springing
$544,503
 
As-Is Appraised Value:
$107,340,000
TI/LC
$800,000
$77,228
$2,100,000
 
As-Is Appraisal Valuation Date(7):
Various
Perrigo Holland Reserve(4)
$60,000
$0
NAP
 
Cut-off Date LTV Ratio:
64.2%
Deferred Maintenance
$822,964
$0
NAP
 
LTV Ratio at Maturity or ARD:
46.8%
             
 
(1)
The borrower is comprised of 28 separate limited liability companies.
(2)
Yield maintenance is only applicable to a partial release.
(3)
Ongoing monthly escrows for taxes, insurance and replacement reserves are not required as long as no Trigger Event exists and is ongoing.  A “Trigger Event” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the NCF debt service coverage ratio (“DSCR”) being less 1.35x.  A Trigger Event will expire upon (i) the cure of such event of default or (ii) the NCF DSCR being equal to or greater than 1.35x for two consecutive calendar quarters.
(4)
Represents tenant electrical work owed to Perrigo Holland, Inc.
(5)
Of the 28 properties, 12 are managed by local and regional third party management companies, while the remaining 16 properties are managed by their respective tenants who, by the terms of their leases, are responsible for maintaining and managing the buildings they occupy.  The following eight properties are managed by CBRE-Albany Property Management, LLC: 109 Balzano Drive, 122 Balzano Drive, 125 Balzano Drive, 141 Sal Landrio Drive, 123 Union Avenue, 150 Enterprise Road, 231 Enterprise Road and 6 Clermont Street.  The 100 Papercraft Park property is managed by Jones Lang LaSalle America, Inc.  The 4757 128th Avenue property is managed by NAI Wisinki of West Michigan, Inc.  The 2510 Eastmoor Drive and 2652 Eastmoor Drive properties are managed by Weigand-Omega Management, Inc.
(6)
Current Occupancy includes Thyssen Krupp Materials (125,610 square feet, 3.5% of net rentable square feet, December 31, 2013 lease expiration) and Heartland Automotive (71,400 square feet, 2.0% of net rentable square feet, June 30, 2013 lease expiration), which were underwritten as vacant with no underwritten base rent due to their intentions to vacate on their respective lease expiration dates.  The physical vacancy excluding these tenants is 92.6%.
(7)
The As-Is Appraisal Valuation Dates range from September 12, 2012 to September 20, 2012.
 
The Mortgage Loan.  The mortgage loan (the “STAG REIT Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering 28 industrial buildings located in eight states (the “STAG REIT Portfolio Properties”).  The STAG REIT Portfolio Mortgage Loan was originated on November 8, 2012 by Wells Fargo Bank, National Association.  The STAG REIT Portfolio Mortgage Loan had an original principal balance of $68,815,340, has an outstanding principal balance as of the Cut-off Date of $68,815,340 and accrues interest at an interest rate of 4.310% per annum.  The STAG REIT Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payment of interest and principal based on a 25-year amortization schedule.  The STAG REIT Portfolio Mortgage Loan expires on December 1, 2012.

Following the lockout period, the borrower has the right to either (i) defease the STAG REIT Portfolio Mortgage Loan in whole, or in part, or (ii) voluntarily prepay the STAG REIT Portfolio Mortgage Loan in part (in connection with a partial release), but not in whole, provided that the borrower pays a yield maintenance premium on the principal amount being paid.  In addition, the STAG REIT Portfolio Mortgage Loan is prepayable without penalty on or after September 1, 2022.
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

STAG REIT PORTFOLIO
 
Sources and Uses

Sources
       
Uses
     
Original trust loan amount
$68,815,340
 
58.3%
 
Purchase price
$114,692,233
 
97.2%
Sponsors new cash contribution
49,184,578
 
41.7   
 
Reserves
1,682,964
 
1.4
         
Closing costs
1,624,721
 
1.4
Total Sources
$117,999,918
 
100.0%  
 
Total Uses
$117,999,918
 
100.0%
 
The Properties. The STAG REIT Portfolio Mortgage Loan is secured by the fee interest in 28 industrial properties totaling 3,630,021 rentable square feet and located in eight states: New York (8), Kansas (6), Indiana (4), Michigan (4), South Carolina (3), Alabama (1), Pennsylvania (1) and Virginia (1).  The STAG REIT Portfolio Properties comprise 24 industrial warehouse buildings and four industrial flex buildings which range in size from 20,514 square feet to 887,084 square feet. Of the 28 properties, 24 are occupied by single tenants, and as of August 30, 2012, the STAG REIT Portfolio Properties were 98.0% occupied.

The following table presents certain information relating to the STAG REIT Portfolio Properties:

Property Name – Location
Specific Property Type
Allocated
Cut-off Date Principal
Balance
% of Portfolio
Cut-off Date
Principal
Balance
Total
Occupancy
Year
Built/
Renovated
Net
Rentable
Area (SF)
Appraised
Value
100 Papercraft Park – OHara Township, PA
Warehouse
$18,014,821
26.2%
100.0%
1967/NAP
887,084
$28,100,000  
5640 Pierson Road – Delta Township, MI
Warehouse
$6,410,969
9.3%
100.0%
2001/NAP
250,100
$10,000,000  
1521 Kepner Drive – Lafayette, IN
Warehouse
$4,808,227
7.0%
100.0%
1998/1999
275,000
$7,500,000  
4757 128th Avenue – Holland, MI
Warehouse
$3,577,321
5.2%
100.0%
2002/NAP
195,000
$5,580,000  
2201 East Loew Road – Marion, IN
Warehouse
$3,269,594
4.8%
100.0%
1994/NAP
249,600
$5,100,000  
22925 Venture Drive – Novi, MI
Flex
$3,141,375
4.6%
100.0%
1997/NAP
120,800
$4,900,000  
1540 Kepner Drive – Lafayette, IN
Warehouse
$2,340,004
3.4%
100.0%
1995/1997
120,000
$3,650,000  
2652 Eastmoor Drive – Wichita, KS
Warehouse
$1,891,236
2.7%
100.0%
1989/NAP
120,000
$2,950,000  
150 Enterprise Road – Johnstown, NY
Warehouse
$1,859,181
2.7%
100.0%
1992/2001
57,102
$2,900,000  
16 Downing Drive – Phenix City, AL
Flex
$1,795,071
2.6%
100.0%
1999/NAP
117,568
$2,800,000  
42600 Merrill Road – Sterling Heights, MI
Warehouse
$1,730,962
2.5%
100.0%
1989/NAP
108,000
$2,700,000  
215 Mill Avenue – Greenwood, SC
Flex
$1,730,962
2.5%
100.0%
1950/1997
104,955
$2,700,000  
2655-2755 Eastmoor Drive – Wichita, KS(1)
Warehouse
$1,730,962
2.5%
100.0%
2002/NAP
80,850
$2,700,000  
One Michelin Drive – Independence, VA
Warehouse
$1,609,153
2.3%
100.0%
1989/NAP
120,000
$2,510,000  
308-310 Maxwell Ave – Greenwood, SC
Warehouse
$1,474,523
2.1%
100.0%
1991/NAP
70,100
$2,300,000  
1520 Kepner Drive – Lafayette, IN(2)
Warehouse
$1,378,358
2.0%
100.0%
1996/NAP
71,400
$2,150,000  
122 Balzano Drive – Gloversville, NY
Warehouse
$1,346,303
2.0%
55.2%
1993/NAP
101,589
$2,100,000  
636 South 66th Terrace – Kansas City, KS
Warehouse
$1,314,249
1.9%
100.0%
1988/2003
56,580
$2,050,000  
141 Sal Landrio Drive – Gloversville, NY
Flex
$1,218,084
1.8%
100.0%
2000/NAP
26,529
$1,900,000  
123 Union Avenue – Johnstown, NY
Warehouse
$1,218,084
1.8%
100.0%
2003/NAP
60,000
$1,900,000  
1900 Wilson Avenue – Greenwood, SC
Warehouse
$1,218,084
1.8%
100.0%
1954/2001
120,000
$1,900,000  
231 Enterprise Road – Johnstown, NY
Warehouse
$993,700
1.4%
100.0%
1995/NAP
42,235
$1,550,000  
109 Balzano Drive – Gloversville, NY
Warehouse
$961,645
1.4%
100.0%
1989/NAP
59,965
$1,500,000  
2750 Rock Road – Wichita, KS(1)
Warehouse
$961,645
1.4%
100.0%
2001/NAP
44,760
$1,500,000  
2510 Eastmoor Drive – Wichita, KS
Warehouse
$865,481
1.3%
100.0%
1999/NAP
47,700
$1,350,000  
125 Balzano Road – Wichita, KS
Warehouse
$833,426
1.2%
100.0%
1993/NAP
50,000
$1,300,000  
6 Clermont Street – Johnstown, NY
Warehouse
$833,426
1.2%
51.0%
1994/NAP
52,500
$1,300,000  
100 Holloway Road – Ware Shoals, SC
Warehouse
$288,494
0.4%
100.0%
1989/NAP
20,514
$450,000  
Total/Weighted Average
 
$68,815,340
100.0%
98.0%
 
3,630,021
$107,340,000  

(1)
The 2655-2755 Eastmoor Drive and 2750 Rock Road properties are currently fully occupied by Thyssen Krupp Materials but were underwritten as vacant with no underwritten base rent due to the tenant’s intention to vacate both properties at its December 31, 2013 lease expirations.
(2)
The 1520 Kepner Drive property is currently occupied by Heartland Automotive but was underwritten as vacant with no underwritten base rent due to the tenant’s intention to vacate the property at its June 30, 2013 lease expiration.
 
 
 
 
 
 
 
 
 
 
 
 

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

 

STAG REIT PORTFOLIO
 
The following table presents certain information relating to the tenancies at the STAG REIT Portfolio Properties:

Major Tenants

Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
 
Annual
U/W Base
Rent PSF
 
Annual
U/W Base
Rent
% of Total
Annual U/W
Base Rent
Lease
Expiration
Date
               
Major Tenants
             
American Beverage Corp
NR/NR/NR
613,200
16.9%
 
$3.06
 
$1,876,392
16.6%
12/31/2014
Woodbridge Ventures(2)
NR/NR/NR
250,100
6.9%
 
$4.38
 
$1,095,012
9.7%
Various(2)
Genco(3)
NR/NR/NR
273,884
7.5%
 
$3.54
 
$968,541
8.6%
Various(3)
Toyota Tsusho
NR/NR/A
239,000
6.6%
 
$4.00
 
$956,000
8.4%
5/31/2014
Harada Industry of America
NR/NR/NR
120,800
3.3%
 
$4.90
 
$591,920
5.2%
9/30/2016
Perrigo Holland, Inc.
NR/NR/NR
195,000
5.4%
 
$2.90
 
$565,500
5.0%
11/30/2017
Dunhams Athleisure
NR/NR/NR
249,600
6.9%
 
$2.15
 
$536,640
4.7%
1/31/2014
Total Major Tenants
1,941,584
53.5%
 
$3.39
 
$6,590,005
58.2%
 
                   
Non-Major Tenants(4)
 
1,617,220
44.6%
 
$2.93
 
$4,732,368
41.8%
 
                   
Occupied Collateral(4)
3,558,804
98.0%
 
$3.18
 
$11,322,373
100.0%
 
                   
Vacant Space
 
71,217
2.0%
           
                   
Collateral Total
3,630,021
100.0%
           
                   

 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
 
(2)
Woodbridge Ventures leases two spaces: 170,000 net rentable square feet with Annual U/W Base Rent of $765,000 ($4.50 per square foot) and a Lease Expiration Date of February 28, 2019; and 80,100 net rentable square feet with Annual U/W Base Rent of $330,012 ($4.12 per square foot) and a Lease Expiration Date of December 31, 2016.
 
(3)
Genco leases two spaces: 211,150 net rentable square feet with Annual U/W Base Rent of $686,238 ($3.25 per square foot) and a Lease Expiration Date of May 31, 2013; and 62,734 net rentable square feet with Annual U/W Base Rent of $282,303 ($4.50 per square foot) and a Lease Expiration Date of May 31, 2016.  Genco has the option to terminate its lease on the aforementioned 211,150 net rentable square foot space if the Pennsylvania Liquor Control Board cancels its contract with the tenant.  In addition, Genco has the option to terminate up to 24,255 net rentable square feet of the aforementioned 62,734 square foot space at any time with 90 days prior notice.
 
(4)
Includes Thyssen Krupp Materials (125,610 square feet, 3.5% of net rentable square feet, December 31, 2013 Lease Expiration Date) and Heartland Automotive (71,400 square feet, 2.0% of net rentable square feet, June 30, 2013 Lease Expiration Date), which were underwritten as vacant with no underwritten base rent due to their intentions to vacate on their respective Lease Expiration Dates.

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

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual U/W
Base Rent
PSF(3)
 
MTM
0
0
0.0%
0
0.0%
$0
$0.00
 
2012
2
134,776
3.7%
134,776
3.7%
$411,022
$3.05
 
2013(4)
7
578,125
15.9%
712,901
19.6%
$1,253,624
$2.17
 
2014
9
1,481,596
40.8%
2,194,497
60.4%
$4,787,903
$3.23
 
2015
6
461,942
12.7%
2,656,439
73.1%
$1,448,287
$3.14
 
2016
4
290,163
8.0%
2,946,602
81.1%
$1,428,405
$4.92
 
2017
3
265,100
7.3%
3,211,702
88.4%
$758,275
$2.86
 
2018
1
120,000
3.3%
3,331,702
91.7%
$270,000
$2.25
 
2019
1
170,000
4.7%
3,501,702
96.4%
$765,000
$4.50
 
2020
0
0
0.0%
3,501,702
96.4%
$0
$0.00
 
2021
0
0
0.0%
3,501,702
96.4%
$0
$0.00
 
2022
1
57,102
1.6%
3,558,804
98.0%
$199,857
$3.50
 
Thereafter
0
0
0.0%
3,558,804
98.0%
$0
$0.00
 
Vacant
0
71,217
2.0%
3,630,021
100.0%
$0
$0.00
 
Total/Weighted Average
34
3,630,021
100.0%
   
$11,322,373
$3.18
 
 
(1)
Information obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(4)
Includes Thyssen Krupp Materials (125,610 square feet, 3.5% of NRSF, December 31, 2013 lease expiration) and Heartland Automotive (71,400 square feet, 2.0% of NRSF, June 30, 2013 lease expiration), which were underwritten as vacant with no underwritten base rent due to their intentions to vacate on their respective lease expiration dates.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
STAG REIT PORTFOLIO
 
The following table presents historical occupancy percentages at the STAG REIT Portfolio Properties:

Historical Occupancy Percentages(1)

12/31/2009
 
12/31/2010
 
12/31/2011
99%
 
99%
 
99%
 
(1)
Information obtained from the borrower rent rolls.
 
The Sponsor.  The sponsor is STAG Industrial Operating Partnership, L.P., a subsidiary of STAG Industrial, Inc., a publicly traded REIT (“STAG”).  STAG is a self-administered and self-managed full-service real estate company focused on the acquisition, ownership and management of class B, single-tenant industrial properties predominantly in secondary markets.  As of November 2012, STAG’s portfolio consisted of 167 properties in 31 states with approximately 28.1 million rentable square feet.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

 

Rogue Valley Mall
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$55,000,000
 
Specific Property Type:
Regional Mall
Cut-off Date Principal Balance:
$55,000,000
 
Location:
Medford, OR
% of Initial Pool Balance:
TBD
 
Size:
453,935 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF:
$121.16
Borrower Name:
Rogue Valley Mall L.L.C.
 
Year Built/Renovated:
1986/2002
Sponsor:
GGPLP L.L.C.
 
Title Vesting:
Fee
Mortgage Rate:
4.500%
 
Property Manager:
Self-managed
Note Date:
September 4, 2012
 
3rd Most Recent Occupancy (As of):
90.6% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
93.8% (12/31/2010)
Maturity Date:
October 1, 2022
 
Most Recent Occupancy (As of):
94.4% (12/31/2011)
IO Period:
36 months
 
Current Occupancy (As of)(6):
94.8% (7/31/2012)
Loan Term (Original):
120 months
   
Seasoning:
2 months
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$6,386,827 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$6,489,274 (12/31/2011)
Call Protection:
L(26),D(87),O(7)
 
Most Recent NOI (As of):
$6,555,937 (TTM 6/30/2012)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
Yes
 
U/W Revenues:
$9,578,924
Additional Debt Type:
Future Mezzanine
 
U/W Expenses:
$3,226,377
     
U/W NOI:
$6,352,547
     
U/W NCF:
$5,891,548
Escrows and Reserves:
   
U/W NOI DSCR :
1.90x
     
U/W NCF DSCR:
1.76x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
11.6%
Taxes(1)
$0
Springing
NAP
 
U/W NCF Debt Yield:
10.7%
Insurance(2)
$0
Springing
NAP
 
As-Is Appraised Value:
$80,000,000
Replacement Reserve(3)
$0
Springing
$90,792
 
As-Is Appraisal Valuation Date:
August 3, 2012
TI/LC Reserve(4)
$0
Springing
$370,212
 
Cut-off Date LTV Ratio:
68.8%
Tenant Specific TI/LC(5)
$391,564
$0
NAP
 
LTV Ratio at Maturity or ARD:
60.2%
             

(1)
Monthly tax deposits are not required as long as no event of default has occurred and is continuing, the borrower has provided the lender with proof of full payment within a timely manner and a Trigger Event (as defined in the loan documents) has not occurred.
(2)
Monthly insurance deposits are not required as long as no event of default has occurred and is continuing, the borrower provides evidence of an acceptable blanket insurance policy and the borrower provides the lender with proof of full payment in a timely manner.
(3)
Monthly replacement reserves are not required as long as no Trigger Event exists and is continuing.  Following the occurrence of a Trigger Event, until the occurrence of a Trigger Event Cure (as defined in the loan documents), the borrower is required to deposit monthly replacement reserves in an amount equal to $7,566 (subject to a cap of $90,792).
(4)
Monthly TI/LC Reserves are not required as long as no Trigger Event exists and is continuing.  Following the occurrence of a Trigger Event, until the occurrence of a Trigger Event Cure, the borrower is required to deposit monthly TI/LC Reserves in an amount equal to $30,851 (subject to a cap of $370,212).
(5)
The upfront Tenant Specific TI/LC reserve is related to outstanding tenant improvement allowances for Rue 21 ($211,000), American Eagle Outfitters ($116,104), Epris ($40,000) and Just Sports ($24,460).
(6)
Occupancy includes 39,540 square feet of temporary tenants that were not included in Annual U/W Base Rent.
 
The Mortgage Loan.  The mortgage loan (the “Rogue Valley Mall Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a regional mall located in Medford, Oregon (the “Rogue Valley Mall Property”).  The Rogue Valley Mall Mortgage Loan was originated on September 4, 2012 by Wells Fargo Bank, National Association.  The Rogue Valley Mall Mortgage Loan had an original principal balance of $55,000,000, has an outstanding principal balance as of the Cut-off Date of $55,000,000 and accrues interest at an interest rate of 4.500% per annum.  The Rogue Valley Mall Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date, requires interest-only payments for the first 36 months, and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The Rogue Valley Mall Mortgage Loan matures on October 1, 2022.

Following the lockout period, the borrower has the right to defease the Rogue Valley Mall Mortgage Loan in whole, but not in part, on any due date before the scheduled maturity date.  In addition, the Rogue Valley Mall Mortgage Loan is prepayable without penalty on or after April 1, 2022.
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
ROGUE VALLEY MALL
 
Sources and Uses(1)

Sources
     
Uses
       
Original trust loan amount
$ 55,000,000
100.0%
 
Loan payoff(2)
$25,007,526
 
45.5
%
       
Reserves
391,564
 
0.7
 
       
Closing costs
489,310
 
0.9
 
     
Return of equity
29,111,599
 
52.9
 
Total Sources
$55,000,000
100.0%
 
Total Uses
$55,000,000
 
100.0
%
 
(1)    The sponsor reports approximately $22.0 million of cash equity remaining in the Rogue Valley Mall Property.
(2)    The Rogue Valley Mall Property was previously securitized in BACM 2003-1.
 
The Property.  The Rogue Valley Mall Property is a two-story regional mall that contains approximately 640,294 square feet of which 453,935 square feet secures the Rogue Valley Mall Mortgage Loan.  The Rogue Valley Mall Property is anchored by Macy’s (not part of the collateral), Kohl’s (not part of the collateral), JC Penney and Macy’s Home Store.  The Rogue Valley Mall Property is situated on 36.7 acres and was built in 1986, renovated in 2002 and later expanded in 2008.  Parking is provided by 2,184 surface parking spaces resulting in a parking ratio of 4.8 per every 1,000 square feet of gross leasable area.  The Rogue Valley Mall Property’s mix of in-line tenants includes Champs Sports, Coldwater Creek, American Eagle, Victoria Secret, Zumiez, Gap and Aeropostale.  For the trailing 12 months ending June 2012, tenants occupying less than 10,000 square feet had comparable in-line sales of $321 per square foot.  Over the same time period, occupancy costs for tenants occupying less than 10,000 square feet averaged 12.2%.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
ROGUE VALLEY MALL
 
The following table presents certain information relating to the tenancies at the Rogue Valley Mall Property:

Major Tenants

Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF
 
Annual
U/W Base
Rent
% of
Total
Annual
U/W Base Rent
Sales
PSF(2)
Occupancy
Cost(2)(3)
Lease
Expiration
Date
                     
Anchor Tenants – Not Part of Collateral
                 
Macys
BBB/Baa3/BBB
104,409
      ANCHOR OWNED – NOT PART OF THE COLLATERAL
Kohl’s
BBB+/Baa1/BBB+
81,950
      ANCHOR OWNED – NOT PART OF THE COLLATERAL
   
           
Anchor Tenants – Collateral
       
JC Penney
BB-/Ba3/B+
86,145
19.0%
$4.52
 
$388,964
6.8%
$169
2.9%
10/31/2016(4)
Macy’s Home Store(5)
BBB/Baa3/BBB
84,480
18.6%
$4.50
 
$380,160
6.6%
$190(6)
5.6%(7)
1/31/2018(8)
Total Anchor Tenants Collateral
170,625
37.6%
$4.51
 
$769,124
13.5%
     
                 
Major Tenants Collateral
               
Bed Bath & Beyond
NR/NR/BBB+
29,853
6.6%
$7.86
 
$234,645
4.1%
NAV
NAV
1/31/2022
Zumiez
NR/NR/NR
3,294
0.7%
$47.85
 
$157,607
2.8%
$415
11.8%
5/31/2016
Champs Sports
NR/NR/NR
6,193
1.4%
$21.22
 
$131,415
2.3%
$246
7.8%
8/31/2017
Sam Goody
NR/NR/NR
4,195
0.9%
$27.41
 
$114,985
2.0%
$233
11.7%
1/31/2014
Christopher & Banks
NR/NR/BB
3,410
0.8%
$29.87
 
$101,857
1.8%
$191
14.6%
2/28/2017
Coldwater Creek
NR/NR/NR
3,600
0.8%
$27.82
 
$100,152
1.8%
$221
12.3%
11/30/2015
Maurices
NR/NR/NR
5,942
1.3%
$16.57
 
$98,459
1.7%
$174
11.3%
7/31/2019(9)
American Eagle
NR/NR/NR
4,423
1.0%
$21.53
 
$95,214
1.7%
$406
9.4%
1/31/2022
                     
Total Major Tenants Collateral
60,910
13.4%
$16.98
 
$1,034,333
18.1%
     
                     
Non-Major Tenants Collateral
198,753
43.8%
$19.69
 
$3,913,541
68.5%
     
                     
Occupied Collateral Total
430,288
94.8%
$13.29
 
$5,716,998
100.0%
     
                     
Vacant Space
 
23,647
5.2%
             
                     
Collateral Total
453,935
100.0%
             
                     
 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
Sales and occupancy costs are for the trailing 12-month period ending June 30, 2012.
(3)
Occupancy costs include base rent and reimbursements, as applicable.
(4)
JC Penney has five five-year renewal options.
(5)
The Sports Authority subleases approximately 42,240 square feet.
(6)
Sales PSF are based on 42,240 square feet.
(7)
Occupancy costs are based on 84,480 square feet.
(8)
Macy’s Home Store has five five-year renewal options.
(9)
If sales do not exceed $750,000 in the period between June 1, 2013 and May 1, 2014, the tenant may terminate its lease.  Maurices’ reported year-end 2011 sales of $1.0 million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
ROGUE VALLEY MALL
 
The following table presents certain information relating to the historical sales and occupancy costs at the Rogue Valley Mall Property:

Historical Sales (PSF) and Occupancy Costs(1)
 
Tenant Name
2009
2010
2011
Macy’s
NAV
NAV
NAV
Kohl’s
NAV
NAV
NAV
JC Penney
$177
$173
$171
Macy’s Home
$90
$90
$75
Bed Bath & Beyond
NAV
NAV
NAV
       
Total In-line (<10,000 square feet)(2)
$302
$314
$314
Occupancy Costs(2)
12.6%
12.3%
12.1%
 
(1)
Historical Sales (PSF) is based on historical statements provided by the borrower.
(2)
Represents tenants less than 10,000 square feet who were in occupancy for 12 months in each respective year or were in occupancy the past three reporting periods.
 
Lease Expiration Schedule(1)(2)

Year Ending
December 31,
 
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual U/W
Base Rent
PSF(3)
 
MTM(4)
 
12
25,567
5.6%
25,567
5.6%
$526,395
$20.59
 
2012
 
2
3,792
0.8%
29,359
6.5%
$105,144
$27.73
 
2013(5)
 
27
64,998
14.3%
94,357
20.8%
$672,536
$23.17
 
2014(6)
 
13
32,480
7.2%
126,837
27.9%
$747,181
$23.00
 
2015(7)
 
7
14,166
3.1%
141,003
31.1%
$303,242
$32.51
 
2016
 
6
98,841
21.8%
239,844
52.8%
$808,982
$8.18
 
2017
 
14
31,119
6.9%
270,963
59.7%
$914,370
$29.38
 
2018
 
6
99,698
22.0%
370,661
81.7%
$640,570
$6.43
 
2019
 
1
5,942
1.3%
376,603
83.0%
$98,459
$16.57
 
2020
 
1
2,893
0.6%
379,496
83.6%
$97,060
$33.55
 
2021
 
2
2,165
0.5%
381,661
84.1%
$195,188
$90.16
 
2022
 
6
48,627
10.7%
430,288
94.8%
$607,871
$12.50
 
Thereafter
 
0
0
0.0%
430,288
94.8%
$0
$0.00
 
Vacant
 
0
23,647
5.2%
453,935
100.0%
$0
$0.00
 
Total/Weighted Average
 
97
453,935
100.0%
   
$5,716,998
$13.29
 
 
(1)
Information was obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(4)
Occupancy includes 5,079 square feet of temporary tenants that were not included in Annual U/W Base Rent.
(5)
Occupancy includes 29,065 square feet of temporary tenants that were not included in Annual U/W Base Rent.
(6)
Occupancy includes 4,838 square feet of temporary tenants that were not included in Annual U/W Base Rent.
(7)
Occupancy includes 558 square feet of temporary tenants that were not included in Annual U/W Base Rent.

The following table presents historical occupancy percentages at the Rogue Valley Mall Property:

Historical Occupancy Percentages(1)

12/31/2009
 
12/31/2010
 
12/31/2011
91%
 
94%
 
94%
 
(1)
Information obtained from borrower provided historical occupancy reports.
 
Market Overview and Competition.  The Rogue Valley Mall Property is located in Medford, Oregon approximately 30 miles north of the California border.  The Rogue Valley Mall Property is located in northern Medford, along Interstate 5, the primary north-south transportation route along the West Coast.  Medford is the largest city in Southern Oregon and is the major service and trade hub for Southern Oregon.  According to the appraisal, the largest employers in the Medford metro area are Asante Health System, Providence Medical Center and Harry & David, the largest mail-order gift based company in the United States.  Harry & David’s headquarters are located in Medford.  The nearest regional mall is located approximately 96 miles south. Within a 15-mile radius of the Rogue Valley Mall Property, defined by the appraiser as the primary trade area, there are approximately 183,359 residents and average household income is approximately $57,947 in 2012.
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
ROGUE VALLEY MALL
 
The following table presents certain information relating to comparable retail centers for the Rogue Valley Mall:
 
Competitive Set(1)
 
 
Rogue Valley Mall
(Subject)
Northgate
Marketplace
Bear Creek Plaza
Poplar Square
Medford Center
Location
Medford, OR
Medford, OR
Medford, OR
Medford, OR
Medford, OR
Distance from Subject
--
0.1 miles
0.4 miles
0.8 miles
0.9 miles
Property Type
Regional Mall
Lifestyle Center
Community Center
Community Center
Regional Center
Year Built/Renovated
1986/2002
2012/NAP
1977/2001
1984/1990
1991/1999
Total GLA
640,294 SF
80,900 SF
197,001 SF
211,274 SF
419,789 SF
Total Occupancy
95%
99%
90%
98%
84%
 
(1)
Information obtained from the appraisal dated August 3, 2012.
 
The Sponsor.  The sponsor for the Rogue Valley Mall Mortgage Loan is General Growth Properties, Inc. (“GGP”). GGP is a publicly traded REIT that has ownership interests in 145 malls totaling approximately 136 million square feet.  GGP entered Chapter 11 bankruptcy proceedings in April 2009 and emerged from bankruptcy protection in November 2010.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
Animas Valley Mall
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$51,800,000
 
Specific Property Type:
Regional Mall
Cut-off Date Principal Balance:
$51,731,787
 
Location:
Farmington, NM
% of Initial Pool Balance:
TBD
 
Size(3):
476,923 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
$108.47
 
Balance Per Unit/SF:
Borrower Name:
Animas Valley Mall, LLC
 
Year Built/Renovated:
1982/2006
Sponsor:
Rouse Properties, Inc.
 
Title Vesting:
Fee
Mortgage Rate:
4.500%
 
Property Manager:
Rouse Properties, Inc.
Note Date:
October 25, 2012
 
3rd Most Recent Occupancy (As of):
96.6% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
95.1% (12/31/2010)
Maturity Date:
November 1, 2022
 
Most Recent Occupancy (As of):
93.5% (12/31/2011)
IO Period:
None
 
Current Occupancy (As of)(4):
89.4% (9/30/2012)
Loan Term (Original):
120 months
     
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$4,941,286 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$4,998,173 (12/31/2011)
Call Protection:
L(25),D(90),O(5)
 
Most Recent NOI (As of):
$5,000,319 (TTM 9/30/2012)
Lockbox Type:
Hard/Springing Cash Management
     
Additional Debt:
None
 
U/W Revenues:
$8,072,107
Additional Debt Type:
NAP
 
U/W Expenses:
$2,699,156
     
U/W NOI:
$5,372,951
     
U/W NCF:
$4,929,413
Escrows and Reserves:
   
U/W NOI DSCR:
1.71x
     
U/W NCF DSCR:
1.57x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
10.4%
Taxes
$125,986
$17,998
NAP
 
U/W NCF Debt Yield:
9.5%
Insurance(1)
$0
Springing
NAP
 
As-Is Appraised Value:
$74,000,000
Replacement Reserve
$0
$18,344
$220,128
 
As-Is Appraisal Valuation Date:
September 26, 2012
TI/LC Reserve
$0
$22,543
$270,511
 
Cut-off Date LTV Ratio:
69.9%
Outstanding TI/LC Reserve(2)
$360,908
$0
NAP
 
LTV Ratio at Maturity or ARD:
56.6%
             

(1)
Monthly insurance escrows are not required so long as the insurance required to be maintained by the borrower is effected under an acceptable blanket insurance policy.
(2)
The Outstanding TI/LC Reserve represents outstanding tenant improvement and leasing commissions funds attributable to four tenants: Inizio ($119,958), Boot Barn ($20,000), Lids ($40,000) and The Children’s Place ($180,950) and leasing commissions funds attributable to four tenants: Inizio ($119,958), Boot Barn ($20,000), Lids ($40,000) and The Children’s Place ($180,950).
(3)
The Animas Valley Mall property contains 476,923 square feet of net rentable area as well as 14,916 square feet of unleasable raw space which is not included in the underwriting of the Animas Valley Mall property. The total gross rentable square footage of the Animas Valley property is 491,839.
(4)
Current Occupancy excludes temporary and seasonal tenants.  For the rent roll dated September 30, 2012, the occupancy inclusive of these tenants was 93.3%. Historical Occupancies are inclusive of temporary and seasonal tenants.

The Mortgage Loan.  The mortgage loan (the “Animas Valley Mall Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a regional mall located in Farmington, New Mexico (the “Animas Valley Mall Property”).  The Animas Valley Mall Mortgage Loan was originated on October 25, 2012 by The Royal Bank of Scotland. The Animas Valley Mall Mortgage Loan had an original principal balance of $51,800,000, has an outstanding principal balance as of the Cut-off Date of $51,731,787 and accrues interest at an interest rate of 4.500% per annum.  The Animas Valley Mall Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The Animas Valley Mall Mortgage Loan will mature on November 1, 2022.

Following the lockout period, the borrower will have the right to defease the Animas Valley Mall Mortgage Loan in whole, but not in part, on any due date before the scheduled maturity date.  In addition, the Animas Valley Mall Mortgage Loan is expected to be prepayable without penalty on or after July 1, 2022.
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
ANIMAS VALLEY MALL
 
Sources and Uses
 
Sources
       
Uses
     
Original trust loan amount
$51,800,000
 
100.0%
 
Loan Payoff(1)
$37,128,000
 
 71.7%
         
Reserves
486,894
 
0.9
         
Closing costs
429,818
 
0.8
       
Return of equity
13,755,288
 
26.6 
Total Sources
$51,800,000
 
100.0%
 
Total Uses
$51,800,000
 
100.0%
 
(1)
The Animas Valley Mall Property was previously securitized in LBUBS 2003-C8.

The Property.  The Animas Valley Mall Property is comprised of a 476,923 square foot regional mall located at the intersection of East Main Street and English Road in Farmington, New Mexico. The Animas Valley Mall Property is anchored by Dillard’s, Sears and JC Penney. Tenancy at the property also includes the Animas 10 movie theatre, Ross Dress for Less and Boot Barn as well as over 55 in-line retailers including national tenants such as: Rue 21, Coach House Gifts, Famous Footwear, Aeropostale, Applebee’s, Bath & Body Works and Journeys among others.

The Animas Valley Mall Property was developed in 1982, was acquired by General Growth Properties, Inc. in 2002, and was renovated in 2001, 2003 and 2006. In 2003, the Animas Valley Mall Property underwent a redevelopment and expansion which included a reconfigured 400-seat food court, and in 2006, the movie theatre was relocated and expanded. In addition to the primary mall building, the Animas Valley Mall Property also contains three outparcel buildings occupied by Boot Barn, Applebee’s and Taco Bell.

For the Animas Valley Mall Property, over the trailing 12-month period ending September 30, 2012, tenants occupying less than 10,000 square feet had comparable in-line average sales of $329 per square foot. Over the same time period, comparable occupancy costs for tenants occupying less than 10,000 square feet averaged 11.5%.

The following table presents certain information relating to the tenancies at the Animas Valley Mall Property:

Major Tenants
 
Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF
Annual
U/W Base
Rent(2)
% of Total
Annual U/W
Base Rent
Sales
PSF(3)
Occupancy
Cost(3)(4)
Lease
Expiration
Date
                   
Anchor Tenants
                 
Dillard’s
BB+/Ba3/BB
72,212
15.1%
$4.00
 
$288,848
6.2%
 
$151
3.3%
1/30/2016
JC Penney
BB+/Ba3/B+
50,749
10.6%
$3.26
 
$165,438
3.5%
 
$203
2.1%
4/30/2018
Sears
B/B2/CCC+
65,856
13.8%
$2.42
 
$159,590
3.4%
 
$159
2.7%
8/31/2032
Total Anchor Tenants
188,817
39.6%
$3.25
 
$613,876
13.2%
       
                       
Other Major Tenants
 
                     
Animas 10
NR/NR/NR
30,648
6.4%
$10.50
 
$321,804
6.9%
 
(5)
8.2%
10/31/2027
Boot Barn
NR/NR/NR
15,000
3.1%
$15.00
 
$225,000
4.8%
 
$205
5.5%
9/30/2017
Ross Dress for Less
NR/NR/BBB+
30,000
6.3%
$6.00
 
$180,000
3.9%
 
$193
5.1%
1/31/2017
Total Anchor Tenants
 
75,648
15.9%
$9.61
 
$726,804
15.6%
       
                       
Non-Major Tenants
 
161,951
34.0%
$20.53
 
$3,324,783
71.3%
       
                       
Occupied Collateral(6)
426,416
89.4%
$10.94
 
$4,665,463
100.0%
       
                       
Vacant Space
 
50,507
10.6%
               
                       
Collateral Total(7)
476,923
100.0%
               
                       
 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
Annual U/W Base Rent includes contractual rent steps through April of 2013.
(3)
Sales and occupancy costs are for the trailing 12-month period ending September 30, 2012.
(4)
Occupancy costs include base rent, reimbursements and percentage rent as applicable.
(5)
Animas 10 had sales per screen of $450,631 for the trailing 12-month period ended September 30, 2012.
(6)
Occupancy excludes temporary and seasonal tenants.  For the rent roll dated September 30, 2012, the occupancy inclusive of these tenants was 93.3%.
(7)
The Animas Valley Mall Property contains 476,923 square feet of net rentable area as well as 14,916 square feet of unleasable raw space which was not included in the underwriting of the Animas Valley Mall Property. The total gross rentable square footage of the Animas Valley Mall Property is 491,839.
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 

 
 
ANIMAS VALLEY MALL
 
The following table presents certain information relating to the historical sales and occupancy costs at the Animas Valley Mall Property:

Historical Sales (PSF) and Occupancy Costs(1)

Tenant Name
2009
2010
2011
TTM
Dillard’s
$147
$143
$145
$151
Sears
$169
$162
$167
$159
JC Penney
$207
$195
$209
$203
Animas 10
(2)
(2)
(2)
(2)
Ross Dress for Less
$186
$178
$186
$193
Boot Barn
$160
$171
$206
$205
         
Total In-line (<10,000 square feet)(3)
$288
$301
$309
$329
Occupancy Costs(3)
11.4%
11.8%
11.9%
11.5%
 
 
(1)
Historical Sales (PSF) is based on historical statements provided by the borrower.
 
(2)
Sales per screen for Animas 10 (10 screens) were $451,493, $466,615, 442,386 and $450,631 for 2009, 2010, 2011 and the trailing 12-month period ending September 30, 2012, respectively.
 
(3)
Represents tenants less than 10,000 square feet who were in occupancy for 12 months in each respective year or were in occupancy the past three reporting periods.

The following table presents certain information relating to the lease rollover schedule at the Animas Valley Mall Property:
 
Lease Expiration Schedule(1)(2)
 
Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
U/W
Base Rent
Annual
U/W
Base Rent
PSF(3)
MTM
0
0
0.0%
0
0.0%
$0
$0.00  
2012
1
863
0.2%
863
0.2%
$22,438
$26.00  
2013
5
14,078
3.0%
14,941
3.1%
$168,796
$11.99  
2014
12
19,943
4.2%
34,884
7.3%
$488,993
$24.52  
2015
8
27,855
5.8%
62,739
13.2%
$601,838
$21.61  
2016
6
84,885
17.8%
147,624
31.0%
$664,464
$7.83  
2017
12
72,805
15.3%
220,429
46.2%
$943,920
$12.97  
2018
5
77,633
16.3%
298,062
62.5%
$502,644
$6.47  
2019
2
5,635
1.2%
303,697
63.7%
$139,690
$24.79  
2020
0
0
0.0%
303,697
63.7%
$0
$0.00  
2021
2
5,966
1.3%
309,663
64.9%
$179,177
$30.03  
2022
4
14,377
3.0%
324,040
67.9%
$312,523
$21.74  
Thereafter
4
102,376
21.5%
426,416
89.4%
$640,980
$6.26  
Vacant(4)
0
50,507
10.6%
476,923
100.0%
$0
$0.00  
Total/Weighted Average
61
476,923
100.0%
   
$4,665,463
$10.94  
 
 
(1)
Information obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not shown in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(4)
18,517 square feet (3.9% of net rentable area) is leased to temporary or seasonal tenants and is classified as vacant. Occupancy inclusive of these tenants is 93.3% as of September 30, 2012.
 
The following table presents historical occupancy percentages at the Animas Valley Mall Property:
 
Historical Occupancy Percentages(1)(2)

12/31/2009
 
12/31/2010
 
12/31/2011
97%
 
95%
 
94%
 
(1)
Information was obtained from the borrower and is based on a total net rentable square footage of 476,923, excluding 14,916 square feet of undeveloped in-line space. This undeveloped space was included as vacant square footage in the underwriting.
(2)
Includes temporary or seasonal tenants.
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
ANIMAS VALLEY MALL
 
Market Overview and Competition.  The Animas Valley Mall Property is located in Farmington, New Mexico, approximately 50 miles southwest of Durango, Colorado and 160 miles northwest of Albuquerque, New Mexico. Located in Northwest New Mexico, the city of Farmington, according to the San Juan County Economic Development (SJEDS), is the largest city in the “Four Corners” area (intersection of New Mexico, Colorado, Arizona and Utah), with a population of 43,573, and serves as a trade center for the larger Four Corners region, which has a population base of more than 250,000. The appraiser defined the Animas Valley Mall Property’s primary and secondary trade areas as 15 and 30 miles, respectively. According to the appraisal, the 2012 population within 15 and 30 miles of the property was 103,375 and 119,694, respectively, while the 2012 median household income for the same radii was $46,045 and $45,860, respectively. The Animas Valley Mall Property is situated along the south side of East Main Street (Highway 516), less than five miles northeast of the intersection of Highway 64.  East Main Street is a heavily traveled thoroughfare that serves most of the Four Corner areas to the west with average daily traffic counts of 38,700 vehicles per day.
 
The Animas Valley Mall Property is the only enclosed regional mall serving the Farmington MSA and the closest enclosed regional mall, Cottonwood Mall, is located in Albuquerque, New Mexico, approximately 160 miles southwest of the Animas Valley Mall Property. The appraiser noted several shopping centers in the immediate area of the Animas Valley Mall Property, which were considered to be the most direct competition, due to the lack of regional mall competition. Competitive properties, as determined by the appraiser, are described in more detail in the chart below.

The appraiser estimated the weighted average triple net market rental rate for inline tenants less than 10,000 square feet to be $21.68 per square foot for the Animas Valley Mall Property. Additionally, the appraiser assumed a vacancy rate of 10.4% for the Animas Valley Mall Property.

The following table presents certain information relating to some comparable retail centers provided in the appraisal for the Animas Valley Mall Property:
 
Retail Competitive Set(1)
 
  
Animas Valley
Mall
(Subject)
San Juan Centers
Orchard Plaza
Plaza Farmington
Four Corner’s
Marketplace
Location
Farmington, NM
Farmington, NM
Farmington, NM
Farmington, NM
Farmington, NM
Distance from Subject
--
1.0 mile
4.0 miles
3.0 miles
3.0 miles
Property Type
Regional Mall
Anchored
Anchored
Anchored
Anchored
Year Built/Renovated
1982/2006
1976/2007
1970/NAV
2003/NAV
1998/NAV
Anchors
Dillards, Sears, JC
Penney
Beall’s, Dollar General,
Hobby Lobby, Staples
Big Lots, Jo-Ann
Fabrics
Best Buy, Home Depot,
Petco, Safeway, TJ Maxx
Albertson’s, OfficeMax
Total GLA
476,923 SF
276,000 SF
98,920 SF
282,778 SF
97,386 SF
Total Occupancy
89%
80%
90%
95%
90%
 
(1)
Information obtained from the appraisal dated October 4, 2012.

The Sponsor.   The sponsor for the Animas Valley Mortgage Loan is Rouse Properties, Inc. (“Rouse”). Rouse is a publicly traded real estate investment trust headquartered in New York City and is publicly traded on the New York Stock Exchange under the ticker RSE. As of December 31, 2011, Rouse reported an ownership interest in 30 retail properties comprising over 21 million square feet of retail and ancillary space. Rouse reported total assets of approximately $1.6 billion and total shareholder’s equity of approximately $426.3 million as of December 31, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

 
 
Laurel Lakes Shopping Center
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$47,000,000
 
Specific Property Type:
Anchored
Cut-off Date Principal Balance:
$47,000,000
 
Location:
Laurel, MD
% of Initial Pool Balance:
TBD
 
Size:
402,474 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF:
$116.78
Borrower Name:
Laurel Lakes, LLC
 
Year Built/Renovated:
1985/2004
Sponsor:
Richard E. Rotner; John J. Greytak
 
Title Vesting:
Fee
Mortgage Rate:
4.150%
 
Property Manager:
Maryland Financial Investors, Inc.
Note Date:
October 26, 2012
 
3rd Most Recent Occupancy (As of):
98.8% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
98.8% (12/31/2010)
Maturity Date:
November 1, 2022
 
Most Recent Occupancy (As of):
98.8% (12/31/2011)
IO Period:
120 months
 
Current Occupancy (As of):
98.8% (9/28/2012)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Balloon
 
3rd Most Recent NOI (As of):
$5,331,882 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$5,778,788 (12/31/2011)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of):
$6,031,581 (TTM 7/31/2012)
Lockbox Type:
Soft/Springing Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$7,616,050
Additional Debt Type:
NAP
 
U/W Expenses:
$2,070,826
     
U/W NOI:
$5,545,224
     
U/W NCF:
$5,263,492
     
U/W NOI DSCR:
2.80x
Escrows and Reserves:
   
U/W NCF DSCR:
2.66x
     
U/W NOI Debt Yield:
11.8%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
11.2%
Taxes
$303,888
$101,297
NAP
 
As-Is Appraised Value:
$90,200,000
Insurance(1)
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
May 24, 2012
Replacement Reserves(2)
$0
Springing
NAP
 
Cut-off Date LTV Ratio:
52.1%
TI/LC Reserve(3)
$0
Springing
Various
 
LTV Ratio at Maturity or ARD:
52.1%
             
 
(1)
Monthly insurance escrows are not required as long as no event of default has occurred and is continuing and the borrower provides satisfactory evidence that the Laurel Lakes Shopping Center property is insured in accordance with the loan documents.
(2)
Monthly replacement reserves are not required as long as the Laurel lakes Shopping Center property is being adequately maintained, as reasonably determined by the lender.
(3)
The borrower is required to deposit ongoing monthly TI/LC Reserves if certain events occur and are continuing, including: (i) the borrower terminates the Modell’s lease and enters into a new lease with DSW Shoes (or a similar tenant acceptable to the lender) on or before December 31, 2013 with terms materially similar to those outlined in the signed letter of intent dated September 26, 2012; (ii) the borrower modifies Best Buy’s lease to decrease the amount of leased space, provided that the space returned by Best Buy is leased to Old Navy (or a similar tenant acceptable to the lender) on the same or better terms than the current lease with Best Buy and with a lease maturity on or later than the Best Buy lease; (iii) Safeway (a) fails to deliver a renewal notice by May 31, 2015, (b) defaults on its lease, (c) terminates its lease, (d) goes dark for a period of 10 days or more, or (e) provides notice that it will not renew its lease; or (iv) Safeway or its parent company files for bankruptcy or has an involuntary bankruptcy proceeding filed against them.  With respect to (i) or (ii), the reserve account is subject to a cap in an amount equal to the total amount of TI/LCs and free rent set forth in the applicable lease.  With respect to (iii) or (iv), the TI/LC Reserve is subject to a cap of $1,000,000; provided, however, if the trigger event is caused by Safeway failing to deliver a renewal notice by May 31, 2015 and Safeway thereafter executes a new lease, then the cap will be the total amount of TI/LCs and free rent set forth in such lease.
 
The Mortgage Loan.  The mortgage loan (the “Laurel Lakes Shopping Center Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an anchored retail center located in Laurel, Maryland (the “Laurel Lakes Shopping Center Property”).  The Laurel Lakes Shopping Center Mortgage Loan was originated on October 26, 2012 by Wells Fargo Bank, National Association.  The Laurel Lakes Shopping Center Mortgage Loan had an original principal balance of $47,000,000, has an outstanding principal balance as of the Cut-off Date of $47,000,000 and accrues interest at an interest rate of 4.150% per annum.  The Laurel Lakes Shopping Center Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments.  The Laurel Lakes Shopping Center Mortgage Loan matures on November 1, 2022.

Following the lockout period, the borrower has the right to defease the Laurel Lakes Shopping Center Mortgage Loan in whole, but not in part, on any due date before the scheduled maturity date.  In addition, the Laurel Lakes Shopping Center Mortgage Loan is prepayable without penalty on or after August 1, 2022.
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
LAUREL LAKES SHOPPING CENTER
 
Sources and Uses

Sources
       
Uses
       
Original trust loan amount
$47,000,000
 
100.0%
 
Loan Payoff(1)
$45,245,950
 
96.3
%
         
Reserves
303,888
 
0.6
 
         
Closing costs
579,325
 
1.2
 
         
Return of equity
870,837
 
1.9
 
Total Sources
$47,000,000
 
100.0%
 
Total Uses
$47,000,000
 
100.0
%

(1)    The Laurel Lakes Shopping Center Property was previously securitized in GSMS 2004-GG2.

The Property.  The Laurel Lakes Shopping Center Property is an anchored retail center containing approximately 402,474 net rentable square feet and located in Laurel, Prince George’s County, Maryland.  The Laurel Lakes Shopping Center Property was built in 1985, and renovated in 2004 and is situated on a 38.9-acre site.  The property comprises three buildings (excluding pad sites) with anchor tenants including Lowes Home Center, Best Buy, Safeway, Ross Dress for Less and Staples.  Parking is provided by a total of 2,500 spaces, which results in a parking ratio of 6.21 spaces per 1,000 square feet of rentable area.  As of September 28, 2012, the Laurel Lakes Shopping Center Property was 98.8% occupied by 26 tenants.

The following table presents certain information relating to the tenancies at the Laurel Lakes Shopping Center Property:

Major Tenants
 
Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF
 
Annual
U/W Base
Rent
% of Total Annual
U/W Base
Rent
Sales
PSF(2)
Occupancy Cost(2)(3)
Lease
Expiration
Date
 
Major Tenants
                 
Lowes Home Center(4)
NR/A3/A-
135,1397
33.6%
$10.19
 
$1,378,000
22.6%
NAV
NAV
8/26/2021
 
Best Buy
BB+/Baa2/BB+
51,325
12.8%
$12.50
 
$641,562
10.5%
NAV
NAV
1/31/2020
 
Safeway
BBB-/Baa3/BBB
48,911
12.2%
$9.75
 
$476,887
7.8%
$321
4.5%
3/31/2016
 
Ross Dress for Less
NR/NR/BBB+
30,187
7.5%
$15.00
 
$452,805
7.4%
NAV
NAV
  1/31/2015
 
Staples
BBB/Baa2/BBB
19,775
4.9%
$14.95
 
$295,636
4.9%
NAV
NAV
10/31/2019
 
Michael’s
NR/B3/B
22,786
5.7%
$12.50
 
$284,825
4.7%
NAV
NAV
2/28/2014
 
Modell’s
NR/NR/NR
22,880
5.7%
$12.10
 
$276,848
4.5%
$87
19.2%
10/31/2019
 
Total – Major Tenants
331,061
82.3%
$11.50
 
$3,806,564
62.5%
       
                       
Non-Major Tenants
 
66,424
16.5%
$34.36
 
$2,282,327
37.5%
       
                       
Occupied Collateral
 
397,485
98.8%
$15.32
 
$6,088,891
100.0%
       
                       
Vacant Space
 
4,989
1.2%
               
                       
Collateral Total
402,474
100.0%
               
                     
 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
Sales per square foot and occupancy costs are for the trailing 12-month period ending December 31, 2011.
(3)
Occupancy costs include base rent and reimbursements, as applicable.
(4)
Lowes Home Center is a leased fee tenant and owns its building.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
LAUREL LAKES SHOPPING CENTER
 
The following table presents certain information relating to the lease rollover schedule at the Laurel Lakes Shopping Center Property:
 
Lease Expiration Schedule(1)(2)
 
Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual
U/W Base
Rent
PSF(3)
 
MTM
0
0
0.0%
0
0.0%
$0
$0.00
 
2012
0
0
0.0%
0
0.0%
$0
$0.00
 
2013
2
4,000
1.0%
4,000
1.0%
$155,561
$38.89
 
2014
2
26,228
6.5%
30,228
7.5%
$397,171
$15.14
 
2015
7
47,926
11.9%
78,154
19.4%
$957,597
$19.98
 
2016
3
57,034
14.2%
135,188
33.6%
$683,987
$11.99
 
2017
2
7,833
1.9%
143,021
35.5%
$311,480
$39.77
 
2018
1
2,511
0.6%
145,532
36.2%
$112,995
$45.00
 
2019
3
46,643
11.6%
192,175
47.7%
$664,208
$14.24
 
2020
1
51,325
12.8%
243,500
60.5%
$641,562
$12.50
 
2021
3
148,911
37.0%
392,411
97.5%
$1,858,835
$12.48
 
2022
0
0
0.0%
392,411
97.5%
$0
$0.00
 
Thereafter
2
5,074
1.3%
397,485
98.8%
$305,494
$60.21
 
Vacant
0
4,989
1.2%
402,474
100.0%
$0
$0.00
 
Total/Weighted Average
26
402,474
100.0%
   
$6,088,891
$15.32
 
 
(1)
Information obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
 
The following table presents historical occupancy percentages at the Laurel Lakes Shopping Center Property:

Historical Occupancy Percentages(1)

12/31/2009
 
12/31/2010
 
12/31/2011
99%
 
99%
 
99%
 
(1)
Information obtained from the borrower rent rolls.
 
Market Overview and Competition.  The Laurel Lakes Shopping Center Property is located within the City of Laurel, Prince George’s County, Maryland, approximately 23 miles southwest of the Baltimore central business district and approximately 24 miles northeast of Washington, D.C.  The boundaries of the immediate area are Interstate 95 to the west, Baltimore Washington Parkway (Maryland Route 295) to the east, Maryland Route 32 to the north and Beltsville, Maryland to the south.  Due to its proximity to the nation’s capital, the immediate area is home to several federal agencies such as NASA Goddard Space Flight Center, USDA Beltsville Agricultural Research Center, Institute of Defense Analysis, U.S. Census Bureau Supercomputer Center and Army Research Laboratory.  In addition, the 5,400-acre Fort Meade Military Base, which is also home to the National Security Agency, is located approximately five miles east of the Laurel Lakes Shopping Center Property.  According to the appraisal, the population within a three-mile and five-mile radius of the Laurel Lakes Shopping Center Property is 74,190 and 151,228, respectively.  The estimated average household income within the same three-mile and five-mile radii is $77,391 and $87,123, respectively.

According to the appraisal, the Laurel Lakes Shopping Center Property is located in the Northern Prince George’s County submarket, which contains approximately 7.7 million square feet of retail space.  The submarket vacancy is approximately 10.0% as of the second quarter of 2012 with average asking rents of $21.32 per square foot on a triple net basis.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
LAUREL LAKES SHOPPING CENTER
 
The following table presents certain information relating to comparable retail centers for the Laurel Lakes Shopping Center Property:

Competitive Set(1)

 
 Laurel Lakes
Shopping
Center
(Subject)
Centre at Laurel
Laurel Shopping
Center
Maryland City
Plaza
Corridor
Marketplace
Laurel
Commons
Location
Laurel, MD
Laurel, MD
Laurel, MD
Laurel, MD
Laurel, MD
Laurel, MD
Distance from Subject
--
0.5 miles
1.2 miles
3.2 miles
3.7 miles
1.0 mile
Property Type
Community Center
Community Center
Community Center
Community Center
Community Center
Regional Center
Year Built/Renovated
1985/2004
2005/NAP
1956/1994
1965/2005
1995/NAP
1969/1999
Total GLA
402,474 SF
136,961 SF
386,000 SF
192,893 SF
438,428 SF
664,589 SF
Total Occupancy
99%
96%
94%
95%
100%
NAV
 
(1)
Information obtained from the appraisal dated September 13, 2012.
 
The Sponsor.  The loan sponsors are Richard E. Rotner and John J. Greytak.  Richard E. Rotner is the chairman of H&R Retail, Inc., one of the largest retail-only real estate brokerage firms in the Washington, D.C./Baltimore metropolitan area.  In addition to tenant representation, Mr. Rotner has been responsible for the syndication, development, leasing and management of shopping centers for over 20 limited partnerships and has personally developed more than two million square feet of retail space in the greater Washington, D.C./Baltimore area.  John J. Greytak currently holds ownership interests in nine retail developments valued at approximately $99.0 million and reported a net worth of approximately $94.2 million as of March 1, 2012. Richard E. Rotner and John J. Greytak were involved in loan defaults and debt restructurings related to prior owned properties.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
Bricktown Square Shopping Center
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$35,500,000
 
Specific Property Type:
Anchored
Cut-off Date Principal Balance:
$35,500,000
 
Location:
Chicago, IL
% of Initial Pool Balance:
TBD
 
Size:
292,309 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF:
$127.78
Borrower Name:
Bricktown Square, LLC
 
Year Built/Renovated:
1987/2008
Sponsor:
David Lasky; Scott Inbinder; Robert Palley
 
Title Vesting:
Fee
Mortgage Rate:
4.590%
 
Property Manager:
Bonnie Management Corporation
Note Date:
November 6, 2012
 
3rd Most Recent Occupancy (As of):
86.7% (12/31/2009)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
90.1% (12/31/2010)
Maturity Date:
December 1, 2022
 
Most Recent Occupancy (As of):
90.1% (12/31/2011)
IO Period:
None
 
Current Occupancy (As of):
94.2% (9/1/2012)
Loan Term (Original):
120 months
   
Seasoning:
0 months
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$3,499,018 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$3,221,549 (12/31/2011)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of):
$3,373,361 (TTM 8/31/2012)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$5,147,898
Additional Debt Type:
NAP
 
U/W Expenses:
$1,847,026
     
U/W NOI:
$3,300,872
Escrows and Reserves
   
U/W NCF:
$2,988,497
 
 
 
 
 
U/W NOI DSCR :
1.51x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF DSCR:
1.37x
Taxes
$455,861
$91,172
NAP
 
U/W NOI Debt Yield:
9.1%
Insurance
$45,656
$5,546
NAP
 
U/W NCF Debt Yield:
8.4%
Replacement Reserves
$0
$4,625
NAP
 
As-Is Appraised Value:
$47,900,000
TI/LC Reserve
$0
$12,589
NAP
 
As-Is Appraisal Valuation Date:
September 16, 2012
Deferred Maintenance
$163,156
$0
NAP
 
Cut-off Date LTV Ratio:
74.1%
Sports Authority Leasing Reserve(1)
$200,000
$0
NAP
 
LTV Ratio at Maturity or ARD:
60.8%
Toys R Us Leasing Reserve(2)
$886,844
$113,156
NAP
     
           

(1)
The Sports Authority Leasing Reserve is a leasing reserve established to fund outstanding tenant improvement expenses associated with Sports Authority, if the tenant chooses to improve the store. If these funds are not drawn, they will remain in escrow for the term of the loan.
(2)
The Toys R Us Leasing Reserve is a leasing reserve established to fund outstanding tenant improvement expenses associated with Toys R Us. It is expected that the Toys R Us Leasing Reserve will be fully drawn down by the end of the first quarter of 2013.

The Mortgage Loan.  The mortgage loan (the “Bricktown Square Shopping Center Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a 292,309 square foot anchored retail center located in Chicago, Illinois (the “Bricktown Square Shopping Center Property”).  The Bricktown Square Shopping Center Mortgage Loan was originated on November 6, 2012 by The Royal Bank of Scotland.  The Bricktown Square Shopping Center Mortgage Loan had an original principal balance of $35,500,000, has an outstanding principal balance as of the Cut-off Date of $35,500,000 and accrues interest at an interest rate of 4.590% per annum.  The Bricktown Square Shopping Center Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payment of principal and interest based on a 30-year amortization schedule. The Bricktown Square Shopping Center Mortgage Loan will mature on December 1, 2022.

Following the lockout period, the borrower will have the right to defease the Bricktown Square Shopping Center Mortgage Loan in whole, but not in part, on any due date before the scheduled maturity date. In addition, the Bricktown Square Shopping Center Mortgage Loan is prepayable without penalty on or after September 1, 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
BRICKTOWN SQUARE SHOPPING CENTER
 
Sources and Uses(1)

Sources
       
Uses
     
Original trust loan amount
$35,500,000
 
96.1%
 
Loan Payoff(2)
$34,866,648
 
94.4%
Sponsor’s new cash contribution
1,437,327
 
3.9 
 
Reserves
1,751,517
 
4.7 
         
Closing costs
319,162
 
0.9 
Total Sources
$36,937,327
 
100.0%   
 
Total Uses
$36,937,327
 
100.0%  
 
(1)
The sponsor has approximately $1.4 million of hard equity remaining in the Bricktown Square Shopping Center Property.
(2)
The debt on the Bricktown Square Shopping Center Property was previously held by BMO Harris Bank N.A.

The Property.  The Bricktown Square Shopping Center Property is an anchored retail center located in Chicago, Illinois. The Bricktown Square Shopping Center Property is anchored by Babies”R”Us, Sports Authority and Capital Fitness (Xsport Fitness) and has major tenants including Walgreens, Conway Stores, Harbor Freight Tools, Aldi and Dollar Tree. Containing approximately 292,309 rentable square feet, the Bricktown Square Shopping Center Property was developed in 1987, acquired by the sponsor in 2004, and renovated in 2008. The Bricktown Square Shopping Center Property is comprised of three multi-tenant buildings on a 24.9-acre lot.  As of September 1, 2012, the Bricktown Square Shopping Center Property was 94.2% leased to 19 tenants.

The following table presents certain information relating to the tenancies at the Bricktown Square Shopping Center Property:

Major Tenants
 
Tenant Name
Credit
Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF(2)
Annual
U/W Base
Rent(2)
% of Total
Annual
U/W Base
Rent
Sales
PSF(3)
Occupancy
Cost(3)(4)
Lease
Expiration
Date
                       
Anchor Tenants
                     
Capital Fitness (XSport)
NR/NR/NR
35,280
 
12.1%
 
$14.00
 
$493,920
13.8%
NAV
NAV
12/31/2017
 
Babies”R”Us
B/B3/B
45,083
 
15.4%
 
$10.85
 
488,985
13.7%
NAV
NAV
1/31/2028
 
The Sports Authority
NR/NR/B-
36,495
 
12.5%
 
$9.00
 
$328,455
9.2%
$146
10.4%
1/31/2018
 
Total Anchor Tenants
116,858
 
40.0%
 
$11.22
 
$1,311,360
36.7%
       
                           
Major Tenants
                         
Walgreens
NR/Baa1/BBB
14,820
 
5.1%
 
$32.52
 
$482,000
13.5%
NAV
NAV
5/31/2083
(5)
Conway Stores
NR/NR/NR
24,000
 
8.2%
 
$10.50
 
$252,000
7.1%
$97
16.9%
1/31/2016
 
Harbor Freight Tools
NR/NR/B+
20,452
 
7.0%
 
$12.00
 
$245,424
6.9%
NAV
NAV
6/5/2022
 
Aldi
NR/NR/NR
18,000
 
6.2%
 
$11.75
 
$211,500
5.9%
NAV
NAV
3/31/2017
 
Dollar Tree
NR/NR/NR
15,310
 
5.2%
 
$5.50
 
$84,205
2.4%
NAV
NAV
4/30/2016
 
Total Major Tenants
 
92,582
 
31.7%
 
$13.77
 
$1,275,129
35.7%
       
                           
Non-Major Tenants
 
66,046
 
22.6%
 
$14.96
 
$987,947
27.6%
       
                           
Occupied Collateral
275,486
 
94.2%
 
$12.98
 
$3,574,436
100.0%
       
                           
Vacant Space
 
16,823
 
5.8%
                 
                           
Collateral Total
292,309
 
100.0%
                 
                           
 
(1)
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)
The underwritten base rent includes contractual rent steps through March of 2013.
(3)
Sales and occupancy costs are for the trailing 12-month period ending March 31, 2012.
(4)
Occupancy costs include base rent and reimbursements, as applicable.
(5)
Beginning on October 31, 2032, Walgreens has the right to terminate its lease every five years through its expiration in 2083.
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
BRICKTOWN SQUARE SHOPPING CENTER
 
The following table presents certain information relating to the lease rollover schedule at the Bricktown Square Shopping Center Property:

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
 
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual U/W
Base Rent
PSF(3)
MTM
 
0
0
0.0%
0
0.0%
$0
$0.00  
2012
 
1
2,500
0.9%
2,500
0.9%
$42,000
$16.80  
2013
 
1
4,001
1.4%
6,501
2.2%
$100,025
$25.00  
2014
 
2
6,466
2.2%
12,967
4.4%
$22,404
$3.46  
2015
 
0
0
0.0%
12,967
4.4%
$0
$0.00  
2016
 
3
44,310
15.2%
57,277
19.6%
$458,705
$10.35  
2017
 
7
97,444
33.3%
154,721
52.9%
$1,341,840
$13.77  
2018
 
2
40,410
13.8%
195,131
66.8%
$393,053
$9.73  
2019
 
0
0
0.0%
195,131
66.8%
$0
$0.00  
2020
 
0
0
0.0%
195,131
66.8%
$0
$0.00  
2021
 
0
0
0.0%
195,131
66.8%
$0
$0.00  
2022
 
1
20,452
7.0%
215,583
73.8%
$245,424
$12.00  
Thereafter
 
2
59,903
20.5%
275,486
94.2%
$970,985
$16.21  
Vacant
 
0
16,823
5.8%
292,309
100.0%
$0
$0.00  
Total/Weighted Average
 
19
292,309
100.0%
 
100.0%
$3,574,436
$12.98  
 
(1)
Information was obtained from the underwritten rent roll.
(2)
Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
 
The following table presents historical occupancy percentages at the Bricktown Square Shopping Center Property:

Historical Occupancy Percentages(1)

12/31/2009
 
12/31/2010
 
12/31/2011
87%
 
90%
 
90%
 
(1)
Information obtained from the borrower rent rolls.
 
Market Overview and Competition.  The Bricktown Square Shopping Center Property is located approximately 10 miles northwest of the Chicago central business district. The Bricktown Square Shopping Center Property is located in an urban, in-fill area situated on the northwest corner of West Fullerton Avenue and North Narragansett Avenues. The Bricktown Square Shopping Center Property is adjacent to the Brickyard Shopping Center, a 264,353 square foot retail destination anchored by Jewel/Osco, Marshalls and Office Max. According to the appraisal, the estimated 2012 average household income within a one-, two- and three-mile radius of the Bricktown Square Shopping Center Property was approximately $61,549, $67,108 and $65,503, respectively.
 
According to the appraisal, the Bricktown Square Shopping Center Property is located in the Chicago retail market and the City North retail submarket.  The Chicago retail market vacancy rate ended the first quarter of 2012 at 9.0% while average base rental rates ended the first quarter of 2012 at $16.76 triple net per square foot.  The City North submarket vacancy rate ended the first quarter of 2012 at 5.9% while average base rental rates ended the first quarter of 2012 at $21.49 triple net per square foot. Based on recent leasing activity at the Bricktown Square Shopping Center Property and the analysis of comparable properties, the appraiser concluded triple net market rental rates at the Bricktown Square Shopping Center Property of $10.50 per square foot, $11.00 per square foot, $15.00 per square foot and $23.00 triple net per square foot for anchor, junior anchor, side inline and front inline, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 

 
 
BRICKTOWN SQUARE SHOPPING CENTER
 
The following table presents certain information relating to comparable retail centers for the Bricktown Square Shopping Center Property:

Competitive Set(1)

 
Bricktown Square
Shopping Center
(Subject)
Norridge
Commons
Brickyard Mall
Harlem-
Foster
Shopping
Center
Dunning
Square
Addison Mall
Location
Chicago, IL
Norridge, IL
Chicago, IL
Chicago, IL
Chicago, IL
Chicago, IL
Distance from Subject
--
3.2 miles
0.8 miles
4.5 miles
2.8 miles
6.1 miles
Property Type
Retail
Retail
Retail
Retail
Retail
Retail
Year Built/Renovated
1987/2008
1974/NAV
2004/NAV
1956/NAV
1989/NAV
1985/NAV
Anchors
Babies R Us, The
Sports Authority,
Capital Fitness
Kmart, Petco,
Staples, Bed Bath &
Beyond
Jewel/Osco, Marshalls,
Office Max
Jewel/Osco,
Burlington Coat
Factory
Jewel/Osco,
T.J. Maxx
Target
Total GLA
292,309 SF
331,882 SF
264,353 SF
280,467 SF
130,867 SF
274,204 SF
Total Occupancy
94%
99%
97%
87%
87%
100%
 
(1)
Information obtained from the appraisal dated September 26, 2012.
 
The Sponsor.  The sponsor for the Bricktown Square Shopping Center Mortgage Loan is Bonnie Management Corporation, which was founded in 1974 as a full service commercial real estate firm headquartered in Chicago, Illinois.  The sponsor currently manages properties totaling approximately 1.7 million square feet and ranging from 5,000 square feet to 400,000 square feet.  The properties are located in the Midwest portion of the United States, including Illinois, Wisconsin and California.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

 
 
Deerfield Embassy Suites
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Liberty Island Group I LLC
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Hospitality
Original Principal Balance:
$32,250,000
 
Specific Property Type:
Full Service
Cut-off Date Principal Balance:
$32,175,919
 
Location:
Deerfield Beach, FL
% of Initial Pool Balance:
TBD
 
Size:
244 rooms
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Room:
$131,869
Borrower Name:
Deerfield Beach ES Hotel, L.L.C. & Deerfield Beach ES Leasing, L.L.C.
 
Sponsor:
FelCor Lodging LP
 
Year Built/Renovated:
1986/2006
Mortgage Rate:
4.940%
 
Title Vesting:
Fee
Note Date:
September 19, 2012
 
Property Manager:
Embassy Suites Management LLC
Anticipated Repayment Date:
NAP
 
3rd Most Recent Occupancy (As of):
70.9% (12/31/2009)
Maturity Date:
October 1, 2022
 
2nd Most Recent Occupancy (As of):
73.7% (12/31/2010)
IO Period:
None
 
Most Recent Occupancy (As of):
68.5% (12/31/2011)
Loan Term (Original):
120 months
 
Current Occupancy (As of):
67.4% (7/31/2012)
Seasoning:
2 months
   
Amortization Term (Original):
360 months
 
Underwriting and Financial Information:
Loan Amortization Type:
Amortizing Balloon
     
Interest Accrual Method:
Actual/360
 
3rd Most Recent NOI (As of):
$4,342,000 (12/31/2010)
Call Protection:
L(27),GRTR 1% or YM(89),O(4)
 
2nd Most Recent NOI (As of):
$4,350,000 (12/31/2011)
Lockbox Type:
Hard/Springing Cash Management
 
Most Recent NOI (As of):
$4,275,000 (TTM 7/31/2012)
Additional Debt:
Yes
     
Additional Debt Type:
Future Mezzanine
 
U/W Revenues:
$13,767,279
     
U/W Expenses:
$9,744,043
     
U/W NOI:
$4,023,236
     
U/W NCF:
$3,472,545
     
U/W NOI DSCR:
1.95x
Escrows and Reserve:
   
U/W NCF DSCR:
1.68x
     
U/W NOI Debt Yield:
12.5%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
10.8%
Taxes
$928,457
$77,371
NAP
 
As-Is Appraised Value:
$50,000,000
Insurance
$4,209
$383
NAP
 
As-Is Appraisal Valuation Date:
August 1, 2012
FF&E(1)
NAP
NAP
NAP
 
Cut-off Date LTV Ratio:
64.4%
Seasonality Reserve(2)
$0
$85,000
NAP
 
LTV Ratio at Maturity or ARD:
52.9%
             

(1) 
The borrower will not be required to deposit monthly FF&E reserves. At the end of each year the borrower will provide appropriate documentation of FF&E expenditures. If the amount expended exceeds 4% of gross revenues for that year, then the borrower will not be required to deposit with the lender any FF&E amounts but instead will be credited from the reserve for the next year the difference between amounts actually expended and 4% of gross revenues. If the opposite is true and borrower provides documentation showing that less than 4% was expended then borrower will deposit with the lender a lump sum representing the difference between 4% and the amount actually expended. This process shall be ongoing throughout the loan term.
(2) 
The borrower shall maintain a reserve as additional collateral for the loan with lender sufficient to fund certain projected shortfalls in borrower’s ability to pay debt service due during the Off-Season Period (defined as the calendar months of June through November). Commencing with the payment date occurring in November, 2012 and on each and every In-Season Payment date (defined as the calendar months of December through May, inclusive) thereafter for so long as any portion of the debt remains outstanding, borrower must deposit monthly into the Seasonality Reserve funds in an amount equal to $85,000, as such amount may be adjusted from time to time by lender to reflect projected changes in seasonal income.

The Mortgage Loan.  The mortgage loan (the “Deerfield Embassy Suites Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the borrower’s fee interest in an Embassy Suites Hotel located in Deerfield Beach, Florida (the “Deerfield Embassy Suites Property”).  The Deerfield Embassy Suites Mortgage Loan was originated on September 19, 2012 by Prudential Mortgage Capital Company, LLC. The Deerfield Embassy Suites Mortgage Loan had an original principal balance of $32,250,000, has an outstanding principal balance as of the Cut-off Date of $32,175,919 and accrues interest at an interest rate of 4.940% per annum. The Deerfield Embassy Suites Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The Deerfield Embassy Suites Mortgage Loan will mature on October 1, 2022.
 
Following the lockout period, the borrower has the right to prepay the Deerfield Embassy Suites Mortgage Loan in whole, but not in part, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the Deerfield Embassy Suites Mortgage Loan is prepayable without penalty on or after July 1, 2022.
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
DEERFIELD EMBASSY SUITES
 
Sources and Uses(1)
 
Sources
       
Uses
     
Original trust loan amount
$32,250,000
 
100.0%
 
Loan payoff(2)
$17,791,335
 
   55.2%
         
Reserves
1,104,610
 
  3.4
         
Closing costs
496,737
 
  1.5
       
Return of equity
12,857,318
 
39.9
Total Sources
$32,250,000
 
100.0%
 
Total Uses
$32,250,000
 
 100.0%
 
(1) 
The sponsor has approximately $18.4 million of cash equity remaining in the Deerfield Embassy Suites Property based on a cost basis of $50.6 million.
(2) 
The debt on the Deerfield Embassy Suites Property was previously held by Bank of America.

The Property.  The Deerfield Embassy Suites Property is a full service hotel located in Deerfield Beach, Florida. The Deerfield Embassy Suites Property is a seven-story hotel, totaling 244 rooms. The hotel site encompasses 2.23 acres and offers a host of amenities including 10,000 square feet of meeting space, a full service restaurant, a 3,300 square foot spa, an outdoor swimming pool, a whirlpool, a fitness center, a business center, a small retail gift shop and coin operated guest laundry. The Deerfield Embassy Suites Property features all suite-style guestroom configurations with balconies located on all sides. Suites located at the end of the Deerfield Embassy Suites Property have wrap-around balconies. Each guestroom includes a bedroom, a living area, two bathrooms, a 32-inch flat screen LCD TV, a dining/work table, a wet bar with small refrigerator and microwave and coffee maker.  The franchise agreement between the Deerfield Embassy Suites Property and Promus Hotels, Inc., an affiliate of Hilton, expires on September 29, 2016.

Market Overview and Competition.  The Deerfield Embassy Suites Property is located in Deerfield Beach, Florida near US Route 1 on an island off the east coast of Deerfield Beach in Broward County, Florida. Primary regional access to the area is provided by US Route 1, which spans the length of Florida along the east coast, paralleling Interstate 95. The Deerfield Embassy Suites Property is located approximately 20 miles north of the Fort Lauderdale-Hollywood International Airport and 12 miles east of the Florida Everglades. The Deerfield Embassy Suites Property is also within walking distance of beachfront to the Atlantic Ocean.

The following table presents certain information relating to the Deerfield Embassy Suites Property’s competitive set:

Subject and Market Historical Occupancy, ADR and RevPAR(1)

   
 
Competitive Set
 
Deerfield Embassy Suites
 
Penetration Factor
 
Year
 
Occupancy
 
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
9/30/2012 TTM
 
67.3%
 
$145.90
 
$98.18
 
67.0%
 
$178.59
 
$119.62
 
99.5%
 
122.4%
 
121.8%
 
12/31/2011
 
68.1%
 
$147.06
 
$100.21
 
70.0%
 
$181.14
 
$126.75
 
102.8%
 
123.2%
 
126.5%
 
12/31/2010
 
64.9%
 
$136.88
 
$88.77
 
75.0%
 
$165.51
 
$124.14
 
115.6%
 
120.9%
 
139.8%
 
 
(1)  
Information obtained from a third party hospitality report dated October 18, 2012.

The Sponsor.  The sponsor is FelCor Lodging Limited Partnership, a wholly-owned subsidiary of FelCor Lodging Trust, Inc. (“FelCor Lodging”) that is listed on the New York Stock Exchange. As of August 2012, Felcor Lodging owned 69 hotels and resorts in more than 30 major markets in 22 states. Most are operated under brands such as Doubletree, Embassy Suites Hotels, Fairmont, Hilton, Holiday Inn, Marriott, Renaissance, Sheraton and Westin.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

Parkway Centre V
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Liberty Island Group I LLC
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Office
Original Principal Balance:
$31,400,000
 
Specific Property Type:
Suburban
Cut-off Date Principal Balance:
$31,400,000
 
Location:
Plano, TX
% of Initial Pool Balance:
TBD
 
Size:
201,026 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF:
$156.20
Borrower Name:
Sagebrush Partners, LTD.
 
Year Built/Renovated:
2009/NAP
Sponsor:
Vaughn Randy Heady Jr.
 
Title Vesting:
Fee
Mortgage Rate:
4.290%
 
Property Manager:
Stream Realty Partners - DFW, L.P.
Note Date:
November 8, 2012
 
3rd Most Recent Occupancy (As of):
47.1% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
78.9% (12/31/2011)
Maturity Date:
December 1, 2022
 
Most Recent Occupancy (As of):
97.9% (TTM 8/31/2012)
IO Period:
None
 
Current Occupancy (As of):
92.9% (10/01/2012)
Loan Term (Original):
120 months
   
Seasoning:
0 months
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$288,615 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$949,230 (12/31/2011)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of):
$1,719,755 (TTM 8/31/2012)
Lockbox Type:
Hard/Springing Cash Management
 
 
Additional Debt:
None
 
U/W Revenues:
$4,840,604
Additional Debt Type:
NAP
 
U/W Expenses:
$1,718,490
     
U/W NOI:
$3,122,114
     
U/W NCF:
$2,770,304
Escrows and Reserves:
   
U/W NOI DSCR:
1.68x
     
U/W NCF DSCR:
1.49x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
9.9%
Taxes
$117,304
$58,652
NAP
 
U/W NCF Debt Yield:
8.8%
Insurance
$56,149
$5,104
NAP
 
As-Is Appraised Value:
$42,600,000
Replacement Reserves
$3,350
$3,350
NAP
 
As-Is Appraisal Valuation Date:
September 11, 2012
TI/LC(1)
$0
$21,500
$1,000,000
 
Cut-off Date LTV Ratio:
73.7%
Fitness Evolution Reserve(2)
$1,000,000
NAP
NAP
 
LTV Ratio at Maturity or ARD:
59.2%
 
(1) 
Leasing reserve collection begins March 1, 2013. Upon request by the borrower, at the beginning of the third loan year the cap may be adjusted to equal $10.00 times the maximum number of square feet expiring in any one calendar year for each year beginning 2015 and ending 24 months subsequent to loan maturity. In the event lease expirations change during this time and the cap would increase the lender will provide notice to the borrower of the higher cap amount.
(2) 
In connection with the Litigation (as described above), the borrower has established with the lender a reserve as additional collateral for the loan in the amount of $1,000,000, which represents estimated rental income for the number of months outstanding on the terminated lease plus legal fees. The borrower shall, at all times while the Litigation is outstanding, use commercially reasonable efforts to defend, or cause to be defended, the borrower’s position in the Litigation. Reserve will be released when the borrower needs the funds for settlement purposes, or if the Litigation is dismissed.
 
The Mortgage Loan.  The mortgage loan (the “Parkway Centre V Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a suburban office building in Plano, Texas (the “Parkway Centre V Property”).  The Parkway Centre V Mortgage Loan was originated on November 8, 2012 by Prudential Mortgage Capital Company, LLC.  The Parkway Centre V Mortgage Loan had an original principal balance of $31,400,000, has an outstanding principal balance as of the Cut-off Date of $31,400,000 and accrues interest at an interest rate of 4.290% per annum.  The Parkway Centre V Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The Parkway Centre V Mortgage Loan matures on December 1, 2022.

Following the lockout period, the borrower has the right to defease the Parkway Centre V Mortgage Loan in whole, but not in part, on any due date before the scheduled maturity date.  In addition, the Parkway Centre V Mortgage Loan is prepayable without penalty on or after September 1, 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
PARKWAY CENTRE V
 
Sources and Uses

Sources
       
Uses
     
Original trust loan amount
$31,400,000
 
100.0%
 
Purchase price/loan payoff(1)
$21,750,785
 
  69.3%
         
Closing Costs
780,924
 
 2.5
         
Reserves
1,418,071
 
 4.5
       
Return of equity
7,450,220
 
23.7 
Total Sources
$31,400,000
 
100.0%
 
Total Uses
$31,400,000
 
100.0%

(1)
  The debt on the Parkway Centre V Property was previously held by Stillwater National Bank and Trust Co.

The Property.  The Parkway Centre V Property is a six-story class A suburban office building containing approximately 201,026 rentable square feet in Plano, Texas.  The Parkway Centre V Property was built in 2009 and is situated on an 8.2-acre parcel along the Dallas Parkway and Parkwood Boulevard. The building includes a brick and stone exterior and a lobby with polished tile finishes and tenant amenities include a 15,606 square foot gymnasium.  Parking is provided by a two-level parking structure as well as additional parking spaces surrounding the building, which account for 797 total spaces and a parking ratio of 3.96 spaces per 1,000 square feet of rentable area.  As of October 1, 2012, the Parkway Centre V Property was 92.9% leased to 30 tenants.

The following table presents certain information relating to the tenancies at the Parkway Centre V Property:

Major Tenants

Tenant Name
Credit Rating
(Fitch/Moody’s/
S&P)
Tenant
NRSF
% of
NRSF
 
Annual U/W
Base Rent
PSF
 
Annual
U/W Base Rent
% of Total
Annual U/W
Base Rent
Lease
Expiration
Date
               
Major Tenants
             
Montgomery Coscia Greilich LLP
NR/NR/NR
34,631
17.2%
 
$25.13
 
$870,144
18.7%
1/31/2017
Aimbridge Hospitality
NR/NR/NR
25,131
12.5%
 
$25.25
 
$634,558
13.7%
 6/2/2019
VuComp
NR/NR/NR
17,586
8.7%
 
$25.15
 
$442,288
9.5%
2/28/2017
Willow Bend Fitness
NR/NR/NR
11,482
5.7%
 
$23.52
 
$270,000
5.8%
12/1/2019
Comm Group
NR/NR/NR
9,541
4.7%
 
$24.75
 
$236,140
5.1%
5/31/2015
Fifth Third Bank
NR/NR/NR
6,764
3.4%
 
$24.75
 
$167,409
3.6%
    2/28/2017
Total Major Tenants
105,135
52.3%
 
$24.93
 
$2,620,539
56.4%
 
                   
Non-Major Tenants
 
81,644
40.6%
 
$24.77
 
$2,022,344
43.6%
 
                   
Occupied Collateral Total
 
186,779
92.9%
 
$24.86
 
$4,642,883
100.0%
 
                   
Vacant Space(1)
 
14,247
7.1%
           
                   
Collateral Total
 
201,026
100.0%
           
                   
 
(1)  
Actual vacancy is 1.6%, which includes vacant space on ground floor of 745 square feet, property management office of 756 square feet and owner occupied space of 1,634 square feet. Montgomery Coscia Greilich LLP has two expansion spaces of 5,550 square feet and 4,460 square feet that were underwritten as vacant due to a termination option that can be exercised at any time with six months notice.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
PARKWAY CENTRE V
 
The following table presents certain information relating to the lease rollover schedule at the Parkway Centre V Property:

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
 
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring NRSF
Cumulative
% of Total
NRSF
Annual
U/W Base
Rent
Annual
U/W Base
Rent PSF(3)
MTM
 
0
0
0.0%
0
0.0%
$0
$0.00  
2012
 
0
0
0.0%
0
0.0%
$0
$0.00  
2013
 
0
0
0.0%
0
0.0%
$0
$0.00  
2014
 
6
22,334
11.1%
22,334
11.1%
$553,395
$24.78  
2015
 
5
20,856
10.4%
43,190
21.5%
$511,545
$24.53  
2016
 
5
13,368
6.6%
56,558
28.1%
$333,345
$24.94  
2017
 
8
81,066
40.3%
137,624
68.5%
$2,016,792
$24.88  
2018
 
3
5,960
3.0%
143,584
71.4%
$152,117
$25.52  
2019
 
2
36,613
18.2%
180,197
89.6%
$904,558
$24.71  
2020
 
1
6,582
3.3%
186,779
92.9%
$171,132
$26.00  
2021
 
0
0
0.0%
186,779
92.9%
$0
$0.00  
2022
 
0
0
0.0%
186,779
92.9%
$0
$0.00  
Thereafter
 
0
0
0.0%
186,779
92.9%
$0
$0.00  
Vacant
 
0
14,247
7.1%
201,026
100.0%
$0
$0.00  
Total/Weighted Average
 
30
201,026
100.0%
   
$4,642,883
$24.86  
 
(1) 
Information obtained from the underwritten rent roll.
(2) 
Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3) 
Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Parkway Centre V Property:

Historical Occupancy Percentages(1)

12/31/2010
 
12/31/2011
 
TTM 8/31/2012
47%
 
79%
 
98%
 
(1)
Information obtained from borrower rent rolls.

Market Overview and Competition.  According to the appraisal, the Parkway Centre V Property is located in suburban Plano, Texas, and is located approximately 22 miles north of the Dallas central business district.  The Parkway Centre V Property is located along the Dallas Parkway, a feeder road to the Dallas Tollway.  In addition, the Parkway Centre V Property is located approximately two miles south of the 2,655 acre Legacy Business Park, a major master-planned business, retail, commercial and residential community that is home to various Fortune 500 corporate/regional headquarters.  The population within a three-mile and five-mile radius of the Parkway Centre V Property is 112,735 and 308,746, respectively.  The estimated average household income within the same three-mile and five-mile radii is $108,171 and $100,051, respectively.
 
According to the appraisal, the Parkway Centre V Property is located within the West Plano/Upper Tollway office submarket, which contains approximately 14.1 million square feet of office space.  The submarket vacancy is approximately 10.2% as of the second quarter of 2012. The appraiser estimated average modified gross market rents of $25.00 per square foot for the office space at the Parkway Centre V Property.
 
The following table presents certain information relating to some comparable office properties provided in the appraisal for the Parkway Centre V Property:

Competitive Set(1)

  
Parkway Centre V
(Subject)
Lincoln Legacy One
One Legacy
Circle
Park Center
Office
Parkway
Centre IV
Three Legacy
Tower Center
Location
Plano, TX
Plano, TX
Plano, TX
Plano, TX
Plano, TX
Plano, TX
Distance from Subject
--
2.7 miles
3.4 miles
0.8 miles
1.4 miles
2.9 miles
Property Type
Office
Office
Office
Office
Office
Office
Year Built/Renovated
2009/NAP
2006/NAP
2008/NAP
2000/NAP
2006/NAP
2006/NAP
Total GLA
201,026 SF
207,834 SF
214,110 SF
234,740 SF
157,350 SF
156,107 SF
Total Occupancy
98%
99%
100%
91%
77%
100%

(1)
Information obtained from the appraisal dated September 24, 2012.
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
PARKWAY CENTRE V
 
The Sponsor.   The sponsor for the Parkway Centre V Mortgage Loan is Vaughn Randy Heady Jr.  Vaughn Randy Heady Jr. has developed over two million square feet of office properties within the Dallas area in the past 35 years.  Vaughn Randy Heady Jr. has also served on the board of governors of the Commercial Investment Division from 1975-1977 and has served on the board of directors of Republic Bank Richardson from 1980 to 1987.

The sponsor reported that the borrower and the sponsor are named defendants in a civil case in the 296th District Court, Collins County, Texas, titled Cause Number 296-00529-2010; Fitness Evolution, LP and Joseph Mulroy v. Headhunter Fitness, LLC, et. al. (the “Litigation”) brought by Fitness Evolution, LP and Joseph Mulroy, the guarantor of a tenant at an unrelated property, to reoup monies paid in connection with the termination of the tenant’s lease. The borrower established a reserve with the lender, which is estimated to sufficiently address damages related to any outcome adverse to the defendants.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WFRBS Commercial Mortgage Trust 2012-C10 Transaction Contact Information
 
Transaction Contact Information
 
Questions may be directed to any of the following individuals:
 
Wells Fargo Securities, LLC
 
RBS Securities Inc.
       
Brigid Mattingly
Tel. (312) 269-3062
Jeff Wilson
Tel. (203) 897-2900
 
Fax (312) 658-0140
   
       
A.J. Sfarra
Tel. (212) 214-5613
Adam Ansaldi
Tel. (203) 897-0881
 
Fax (212) 214-8970
 
Fax (203) 873-3542
       
Matthew Orrino
Tel. (212) 214-5608
Jim Barnard
Tel. (203) 897-4417
 
Fax (212) 214-8970
 
Fax (203) 873-4310
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.