FWP 1 n213_fwpx3.htm FREE WRITING PROSPECTUS Unassociated Document
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-172366-07
     
 
(wells fargo logo) (rbs logo)
 
Free Writing Prospectus
Preliminary Collateral Term Sheet
$[1,469,544,239]
(Approximate Aggregate Cut-off Date Balance of Mortgage Pool)
 
WFRBS Commercial Mortgage Trust 2013-C14
 
as Issuing Entity
 
Wells Fargo Commercial Mortgage Securities, Inc.
 
as Depositor

Wells Fargo Bank, National Association
The Royal Bank of Scotland
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 2013-C14
 
 
May 10, 2013
 
Wells Fargo Securities
RBS
Co-Lead Manager and
Co-Bookrunner
Co-Lead Manager and
Co-Bookrunner
 
 
Deutsche Bank Securities
Co-Manager
 
 
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WFRBS Commercial Mortgage Trust 2013-C14
Transaction Contact Information 
 
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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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.
 
 
 

 

No. 1 - RHP Portfolio III
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Portfolio
Credit Assessment
(Fitch/KBRA/Moodys):
NR/NR/NR
 
Property Type:
Manufactured Housing Community
Original Principal Balance:
$128,723,897
 
Specific Property Type:
Manufactured Housing Community
Cut-off Date Principal Balance:
$128,723,897
 
Location:
Various – See Table
% of Initial Pool Balance:
8.8%
 
Size:
3,321 pads
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per Pad:
$38,761
Borrower Name(1):
Various
 
Year Built/Renovated:
Various – See Table
Sponsors:
RHP Properties Inc.; NorthStar Realty Finance Corporation
 
Title Vesting:
Fee
Mortgage Rate:
4.011%
 
Property Manager:
Newbury Management Company
Note Date:
April 5, 2013
 
3rd Most Recent Occupancy (As of):
84.9% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
85.1% (12/31/2011)
Maturity Date:
May 1, 2023
 
Most Recent Occupancy (As of):
84.9% (12/31/2012)
IO Period:
34 months
 
Current Occupancy (As of):
85.0% (2/14/2013)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$9,792,584 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$10,265,297 (12/31/2011)
Call Protection:
L(25),GRTR 1% or YM(90),O(5)
 
Most Recent NOI (As of):
$10,584,080 (12/31/2012)
Lockbox Type:
Soft/Springing Cash Management
   
Additional Debt:
Yes
 
U/W Revenues:
$16,802,127
Additional Debt Type:
Future Mezzanine
 
U/W Expenses:
$6,306,023
     
U/W NOI:
$10,496,104
     
U/W NCF:
$10,330,053
     
U/W NOI DSCR:
1.42x
Escrows and Reserves(2):
       
U/W NCF DSCR:
1.40x
         
U/W NOI Debt Yield:
8.2%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
8.0%
Taxes
$674,551
$107,877
NAP
 
As-Is Appraised Value:
$174,620,000
Insurance
$207,060
$29,580
NAP
 
As-Is Appraisal Valuation Date(3):
Various
Replacement Reserves
$2,828,359
Springing
$531,360
 
Cut-off Date LTV Ratio:
73.7%
Deferred Maintenance
$104,575
$0
NAP
 
LTV Ratio at Maturity or ARD:
63.5%
             
 
(1)  
The borrower is comprised of 12 separate limited liability companies.
(2)  
See “Escrows” section.
(3)  
The As-Is Appraisal Valuation Dates range from February 27, 2013 to March 6, 2013.
 
The Mortgage Loan.  The mortgage loan (the “RHP Portfolio III Mortgage Loan”) is evidenced by a single promissory note that is secured by 12 first mortgages encumbering 12 manufactured housing communities totaling 3,321 pads and located in five states (the “RHP Portfolio III Properties”).  The RHP Portfolio III Mortgage Loan was originated on April 5, 2013 by The Royal Bank of Scotland.  The RHP Portfolio III Mortgage Loan had an original principal balance of $128,723,897, has an outstanding principal balance as of the Cut-off Date of $128,723,897 and accrues interest at an interest rate of 4.011% per annum.  The RHP Portfolio III 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 for the first 34 months following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule.  The RHP Portfolio III Mortgage Loan matures on May 1, 2023.

Following the lockout period (except in the case of the Early Release Properties (as defined below)), the borrower has the right to prepay the RHP Portfolio III Mortgage Loan in whole or 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 RHP Portfolio III Mortgage Loan is prepayable without penalty on or after January 1, 2023.

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

 
 
RHP PORTFOLIO III
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$128,723,897
  74.8
%
 
Purchase price
$165,933,148
  96.4
%
Sponsor’s new cash contribution
43,415,120
25.2
 
 
Reserves
3,814,545
2.2
 
         
Closing costs
2,391,324
  1.4
 
Total Sources
$172,139,017
  100.0
%
 
Total Uses
$172,139,017
  100.0
%
 
The Properties. The RHP Portfolio III Mortgage Loan is secured by the fee interest in 12 manufactured housing communities (“MHC”) totaling 3,321 pads and located in Florida, Utah, New York, Missouri and Kansas.  The RHP Portfolio III Properties were acquired by the sponsors as a part of a larger 35-property portfolio in April 2013.  The remaining 23 properties in the portfolio (RHP Portfolio IV Properties and RHP Portfolio V Properties) are not collateral for the RHP Portfolio III Mortgage Loan.  The RHP Portfolio III Properties include a range of amenities including playgrounds, basketball courts, RV storage, swimming pools and clubhouses. The RHP Portfolio III Properties were developed between 1954 and 1998 and have an average age of 35 years.  Public utilities are provided in all of the RHP Portfolio III Properties.

The following table presents certain information relating to the RHP Portfolio III Properties:

Property Name – Location
 
Allocated Cut-
off Date
Principal
Balance
 
% of
Portfolio
Cut-off Date
Principal
Balance
Current
Occupancy
 
Year Built/
Renovated
 
Pads
Appraised
Value
Portside - Jacksonville, FL
  $43,640,216     33.9 %   92.7 %  
1982/NAP
  931     $59,200,000  
Crescentwood Village - Sandy, UT
  $18,576,579     14.4 %   99.3 %  
1985/NAP
  273     $25,200,000  
Spring Valley Village - Nanuet, NY
  $12,089,520     9.4 %   98.5 %  
1980/NAP
  136     $16,400,000  
Riverside (UT) - West Valley City, UT
  $11,720,937     9.1 %   99.5 %  
1998/NAP
  200     $15,900,000  
Springdale Lake - Belton, MO
  $11,617,733     9.0 %   81.5 %  
1954/NAP
  443     $15,760,000  
Sundown - Clearfield, UT
  $10,342,437     8.0 %   94.0 %  
1971/NAP
  200     $14,030,000  
Oak Park Village - Gainesville, FL
  $7,961,390     6.2 %   78.1 %  
1972/NAP
  343     $10,800,000  
River Oaks - Kansas City, KS
  $7,489,605     5.8 %   72.3 %  
1976/NAP
  397     $10,160,000  
Riverside (KS) - Lawrence, KS
  $2,071,436     1.6 %   80.6 %  
1969/NAP
  93     $2,810,000  
Sherwood Acres - Wichita, KS
  $1,238,439     1.0 %   64.5 %  
1986/NAP
  110     $1,680,000  
Glen Acres - Wichita, KS
  $1,017,289     0.8 %   46.6 %  
1990/NAP
  133     $1,380,000  
Connie Jean - Jacksonville, FL
  $958,316     0.7 %   69.4 %  
1975/NAP
  62     $1,300,000  
Total/Weighted Average
  $128,723,897     100.0 %   85.0 %       3,321     $174,620,000  
 
The following table presents historical occupancy percentages at the RHP Portfolio III Properties:

Historical Occupancy(1)

12/31/2010
 
12/31/2011
 
12/31/2012
 
2/14/2013
             
84.9%
 
85.1%
 
84.9%
 
85.0%
 
(1)  
Information obtained from the borrower.

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

 

RHP PORTFOLIO III
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the RHP Portfolio III Properties:
 
Cash Flow Analysis
 
 
 
2010
 
2011
 
2012
 
U/W
 
U/W $ per
Pad
Base Rent
$13,602,943
 
$14,229,030
 
$14,738,091
 
$15,246,137
 
$4,591
 
Concessions
(237,731)
 
(318,089)
 
(304,291)
 
(304,291)
 
(92)
 
Grossed Up Vacant Space
0
 
0
 
0
 
2,189,344
 
659
 
Total Reimbursables
0
 
0
 
0
 
0
 
0
 
Other Income
2,009,283
 
2,169,311
 
2,321,594
 
2,321,594
 
699
 
Less Vacancy & Credit Loss
(305,335)
 
(392,959)
 
(504,073)
 
(2,650,657)(1)
 
(798)
 
Effective Gross Income
$15,069,160
 
$15,687,293
 
$16,251,321
 
$16,802,127
 
$5,059
 
                     
Total Operating Expenses
$5,276,576
 
$5,421,996
 
$5,667,241
 
$6,306,023
 
$1,899
 
                     
 Net Operating Income
$9,792,584
 
$10,265,297
 
$10,584,080
 
$10,496,104
 
$3,161
 
TI/LC
0
 
0
 
0
 
0
 
0
 
Capital Expenditures
0
 
0
 
0
 
166,051
 
50
 
 Net Cash Flow
$9,792,584
 
$10,265,297
 
$10,584,080
 
$10,330,053
 
$3,111
 
                     
NOI DSCR
1.33x
 
1.39x
 
1.43x
 
1.42x
     
NCF DSCR
1.33x
 
1.39x
 
1.43x
 
1.40x
     
NOI DY
7.6%
 
8.0%
 
8.2%
 
8.2%
     
NCF DY
7.6%
 
8.0%
 
8.2%
 
8.0%
     
 
(1)  
The underwritten economic vacancy is 18.3%. The RHP Portfolio III Properties were 85.0% physically occupied as of February 14, 2013.
 
Appraisal.  As of the appraisal valuation dates ranging from February 27, 2013 to March 6, 2013, the RHP Portfolio III Properties had an aggregate “as-is” appraised value of $174,620,000.
 
Environmental Matters.  According to the Phase I environmental site assessments dated from April 4, 2013 to April 7, 2013, there was no evidence of any recognized environmental conditions at any of the 12 RHP Portfolio III Properties and no Phase II assessments were recommended.
 
The Borrower.  The borrower is comprised of 12 separate limited liability companies, each of which is a single purpose entity and has two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the RHP Portfolio III Mortgage Loan.  Ross Partrich, the principal of the borrower, is the guarantor of certain nonrecourse carveouts under the RHP Portfolio III Mortgage Loan.
 
The Sponsors.  The sponsors are NorthStar Realty Finance Corporation (“NorthStar”) and RHP Properties, Inc. NorthStar is a publicly traded REIT (NYSE: NRF) and had approximately $5.7 billion of commercial real estate assets under management as of March 31, 2013.  RHP Properties, Inc. is the nation’s second largest private owner and operator of manufactured housing communities.  RHP Properties, Inc. currently owns and manages a total of 120 manufactured housing communities with over 25,000 housing units and sites across 21 states, with a combined value of approximately $1.0 billion.  NorthStar indirectly owns 97.6% of the borrower while affiliates of RHP Properties, Inc. own the remaining 2.4%.  NorthStar is the managing member of the borrower.

Escrows.  The loan documents provide for upfront escrows in the amount of $674,551 for real estate taxes, $207,060 for insurance premiums and $104,505 for deferred maintenance.  In addition, $2,828,359 was reserved for maintenance, repairs and/or replacements at the RHP Portfolio III Properties over the term of the RHP Portfolio III Mortgage Loan.

The loan documents provide for ongoing monthly escrows in the amount of $107,877 for real estate taxes and $29,580 for insurance premiums.  Additionally, the loan documents provide for a $13,837 monthly replacement reserve escrow beginning on May 1, 2016.  The replacement reserve escrow will be capped at $531,360, exclusive of the initial deposit of $2,828,359.

Lockbox and Cash Management.  The RHP Portfolio III Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and the property manager is obligated to deposit all revenues into such lockbox account.  The loan documents also require that all cash revenues and all other monies received by the borrower or the property manager be deposited into the lockbox account within one business day after receipt.  Prior to the occurrence of a Cash Management Period (as defined below), all funds on deposit in the lockbox account are swept into the borrower’s operating account.  During a Cash Management Period, all funds on deposit in the lockbox account are swept to a lender-controlled cash management account.

A “Cash Management Period” will commence: (i) upon the occurrence of an event of default, or (ii) if the debt service coverage ratio (or at any time when an approved mezzanine loan is outstanding, the Aggregate DSCR (as defined below)) is less than 1.05x. A Cash Management Period will end, with respect to matters in clause (i) above, if the event of default has been cured, or, with respect to matters in clause (ii) above, if the debt service coverage ratio (or at any time when an approved mezzanine loan is outstanding, the Aggregate DSCR) is at least 1.05x for two consecutive quarters.

The “Aggregate DSCR” is the aggregate debt service coverage ratio based on the amortizing debt service under the RHP Portfolio III Mortgage Loan and any approved mezzanine loan that is outstanding.

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

 

RHP PORTFOLIO III
 
Property Management.  The RHP Portfolio III Properties are currently managed by Newbury Management Company, an affiliate of the borrower.
 
Assumption.  The borrower has the right to transfer all of the RHP Portfolio III Properties, subject to customary conditions set forth in the loan documents, including but not limited to: (i) no event of default has occurred, and is continuing and (ii) the lender has received rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.
 
Partial Release.  Following the second anniversary of the closing date of the Series 2013-C14 Certificates (except in the case of Early Release Properties (as defined below), which can be released at any time) and in connection with a bona fide third party sale of an individual RHP Portfolio III property or a sale to an affiliate of Ross Partrich at a sale price at least equal to the fair market value determined by an appraisal (but not to an affiliate of NorthStar or the borrower), the borrower may obtain the release of an individual property from the lien of the RHP Portfolio III Mortgage Loan upon the satisfaction of certain conditions including without limitation: (i) payment by the borrower of an amount equal to 120% of the allocated loan amount for the individual property to be released, together with the applicable yield maintenance premium or if the sale is to an affiliate of Ross Partrich, then the payment by the borrower must be in an amount equal to the greater of 125% of the allocated loan amount and 100% of the net sale proceeds, regardless of whether the property is an Early Release Property; (ii) satisfaction of all applicable REMIC requirements; (iii) after giving effect to such release, the debt service coverage ratio of the remaining RHP Portfolio III Properties is not less than the greater of (x) the debt service coverage ratio (or Aggregate DSCR if an approved mezzanine loan is outstanding) immediately prior to such release and (y) 1.15x; and (iv) no event of default has occurred and is continuing.  The debt service coverage ratio will be based upon the underwritten net cash flow of the remaining RHP Portfolio III Properties and the actual debt service constant of the loan at closing.
 
The “Early Release Properties” are the River Oaks, Sherwood Acres and Glen Acres properties, each of which may be released at any time.
 
Real Estate Substitution.  At any time before May 1, 2022, the borrower may obtain a release of any individual RHP Portfolio III property from the lien of the mortgage in connection with a substitution of a different manufactured housing community property subject to the lender’s consent and the satisfaction of certain conditions, including without limitation: (i) no event of default has occurred and is continuing at the time of substitution; (ii) the aggregate allocated loan amount of the properties released during the loan term will not exceed 25% of the original principal balance of the RHP Portfolio III Mortgage Loan; (iii) the fair market value of the substitute property will not be less than the fair market value of the substituted property both at closing and as of the date of substitution; (iv) the net operating income of the new property is not less than the net operating income of the substituted property both at closing and as of the date of substitution; (v) the lender receives written confirmation from Fitch, KBRA and Moodys that such substitution will not result in a qualification, downgrade or withdrawal of the then current ratings assigned to the WFRBS 2013-C14 certificates; (vi) all REMIC requirements are satisfied; (vii) the number of properties remaining under the RHP Portfolio III Mortgage Loan after giving effect to the substitution must not be less than prior to the substitution; (viii) the substitute properties must not be any of the RHP Portfolio IV Properties or RHP Portfolio V Properties; (ix) the geographic diversity of the RHP Portfolio III Properties must not be diminished; and (x) payment of a fee equal to 0.25% of the allocated loan amount of the property being released as the result of a substitution.
 
Subordinate and Mezzanine Indebtedness.  NorthStar indirectly owns 97.6% of the membership interests in the borrowers.  NorthStar has the ability to convert a portion of its equity in the borrower into a mezzanine loan during the term of the RHP Portfolio III Mortgage Loan subject to certain conditions, including without limitation: (i) the mezzanine debt must be subordinate to the RHP Portfolio III Mortgage Loan and will be secured by the equity interests in the borrowers that own the RHP Portfolio III Properties; (ii) the mezzanine loan must not exceed $22,670,054; (iii) the Aggregate LTV (as defined below) must be no greater than 85%; and (iv) the Aggregate DSCR must be no less than 1.15x.  Additionally, at NorthStar’s option, the mezzanine loan may be alternatively structured as a larger mezzanine loan that is secured by the equity in the borrower of the RHP Portfolio III Mortgage Loan and the equity interests in the borrower of the mortgage loan secured by the RHP Portfolio IV Properties and the RHP Portfolio V Properties.
 
The “Aggregate LTV” is the aggregate loan-to-value ratio based on the outstanding balance of the RHP Portfolio III Mortgage Loan and any approved mezzanine loan that is outstanding.

Ground Lease. None.
 
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the RHP Portfolio III Properties. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
 
No. 2 – Midtown I & II
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Office
Original Principal Balance:
$124,300,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance:
$124,300,000
 
Location:
Atlanta, GA
% of Initial Pool Balance:
8.5%
 
Size:
794,110 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per Unit/SF:
$156.53
Borrower Name:
Cole/Macfarlan of Atlanta GA, LLC
 
Year Built/Renovated(2):
2001/NAP
Sponsors:
Cole Credit Property Trust III, Inc. and Macfarlan Capital Partners, L.P.
 
Title Vesting:
Fee
Mortgage Rate:
3.840%
 
Property Manager:
Cole Realty Advisors, Inc.
Note Date:
April 25, 2013
 
3rd Most Recent Occupancy (As of):
100.0% (12/31/2010)
Anticipated Repayment Date:
May 1, 2023
 
2nd Most Recent Occupancy (As of):
100.0% (12/31/2011)
Maturity Date:
May 1, 2043
 
Most Recent Occupancy (As of):
100.0% (12/31/2012)
IO Period:
120 months
 
Current Occupancy (As of):
100.0% (6/1/2013)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
NAP
     
Loan Amortization Type:
Interest-only, ARD
 
3rd Most Recent NOI (3):
NAV
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI(3):
NAV
Call Protection:
L(25),GRTR 1% or YM(91),O(4)
 
Most Recent NOI(3):
NAV
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
Yes
     
Additional Debt Type:
Future Mezzanine
 
U/W Revenues:
$15,433,600
     
U/W Expenses:
$463,008
     
U/W NOI:
$14,970,592
     
U/W NCF:
$14,140,502
Escrows and Reserves(1):
       
U/W NOI DSCR:
3.09x
         
U/W NCF DSCR:
2.92x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
12.0%
Taxes
$0
Springing
NAP
 
U/W NCF Debt Yield:
11.4%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value:
$210,000,000
Replacement Reserves
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
April 1, 2013
TI/LC
$0
Springing
NAP
 
Cut-off Date LTV Ratio:
59.2%
         
LTV Ratio at Maturity or ARD:
59.2%
 
(1)  
See “Escrows” section.
(2)  
The Midtown I & II Property was built in 2001 and 2002.
(3)  
Historical financial data is not available as the Midtown I & II Property was acquired in April 2013.

The Mortgage Loan.  The mortgage loan (the “Midtown I & II Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering two class A office towers totaling 794,110 square feet and a nine-level parking deck (the “Midtown I & II Property”) located in Atlanta, Georgia. The Midtown I & II Mortgage Loan was originated on April 25, 2013 by The Royal Bank of Scotland. The Midtown I & II Mortgage Loan had an original principal balance of $124,300,000, has an outstanding principal balance as of the Cut-off Date of $124,300,000 and accrues interest at an interest rate of 3.840% per annum. The Midtown I & II 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 interest-only through the anticipated repayment date (“ARD”).  The ARD is May 1, 2023 and the final maturity date is May 1, 2043.  In the event the Midtown I & II Mortgage Loan is not paid in full on or before the ARD, the Midtown I & II Mortgage Loan will accrue interest at an interest rate of 6.840% per annum and will have a remaining term of 240 months.  The ARD automatically triggers a full cash flow sweep whereby all excess cash flow will be used to pay down the principal balance of the Midtown I & II Mortgage Loan.

Following the lockout period, the borrower has the right to prepay the Midtown I & II Mortgage Loan either in whole, or 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 Midtown I & II Mortgage Loan is prepayable without penalty on or after February 1, 2023.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
MIDTOWN I & II
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$124,300,000
 
   55.0%     
 
Purchase price
$205,000,000
 
  90.7%
Sponsor new cash contribution
101,670,356
 
45.0        
 
Closing costs
2,776,444
 
1.2 
         
Reserves
18,193,912
 
8.1
Total Sources
$225,970,356
100.0%     
 
Total Uses
$225,970,356
 
100.0% 
 
The Property.  The Midtown I & II Property consists of two class A office towers encompassing 794,110 square feet and an adjacent parking deck located in Atlanta, Georgia.  The Midtown I & II Property was built-to-suit in 2001 and 2002 for BellSouth Corporation, now part of AT&T Corp., and serves as the regional headquarters for AT&T, Inc. (NYSE: T). The Midtown I & II Property comprises a total of 7.3 acres situated on three blocks and includes a 16-story office tower located at the northwest corner of Peachtree Street and Fourth Street, an eight-story office tower located at the northeast corner of West Peachtree Street and Third Street and a nine-level parking deck located at the northeast corner of West Peachtree Street and Fourth Street.  Amenities at the Midtown I & II Property include multiple conference rooms, an auditorium, cafeteria and fitness center.  The Midtown I & II Property has a total of 2,459 parking spaces, accounting for a parking ratio of 3.1 spaces per 1,000 square feet of rentable area.  As of June 1, 2013, the Midtown I & II Property was 100% occupied by AT&T Corp. on a triple net lease through April 2024 with annual rent increases of 2.0%.  AT&T, Inc., the parent company of AT&T Corp., was ranked number 11 in the 2012 Fortune 500 and reported 2012 net income of approximately $7.3 billion as of December 31, 2012.

The following table presents certain information relating to the tenant at the Midtown I & II Property:

Major Tenant

 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
Lease
Expiration
Date
           
 Major Tenant
         
 AT&T Corp.
A/A3/A-
794,110
100.0%
$17.25  
$13,695,071
100.0%
4/30/2024(3)
               
 Collateral Total
 
794,110
100.0%
$17.25  
$13,695,071
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 represents an average of the tenant’s annual rental obligations during the Midtown I & II Mortgage Loan term. The tenant currently pays an annual base rental rate of $15.75 per net rentable square foot on a triple net basis and this rate increases at the end of each calendar year in an amount equal to 2.0% of the prior year’s base rent.
(3)  
AT&T Corp. has three five-year extension options and one four-year, 11-month extension option remaining.
 
The following table presents certain information relating to the lease rollover schedule at the Midtown I & II Property:

Lease Expiration Schedule(1)

Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual
U/W Base
Rent PSF
MTM
0
0
0.0%
0
0.0%
$0
$0.00   
2013
0
0
0.0%
0
0.0%
$0
$0.00   
2014
0
0
0.0%
0
0.0%
$0
$0.00   
2015
0
0
0.0%
0
0.0%
$0
$0.00   
2016
0
0
0.0%
0
0.0%
$0
$0.00   
2017
0
0
0.0%
0
0.0%
$0
$0.00   
2018
0
0
0.0%
0
0.0%
$0
$0.00   
2019
0
0
0.0%
0
0.0%
$0
$0.00   
2020
0
0
0.0%
0
0.0%
$0
$0.00   
2021
0
0
0.0%
0
0.0%
$0
$0.00   
2022
0
0
0.0%
0
0.0%
$0
$0.00   
2023
0
0
0.0%
0
0.0%
$0
$0.00   
Thereafter
1
794,110
100.0%
794,110
100.0%
$13,695,071
$17.25   
Vacant
0
0
0.0%
794,110
100.0%
$0
$0.00   
Total/Weighted Average
1
794,110
100.0%
   
$13,695,071
$17.25   
 
(1)  
Information obtained from the tenant’s lease.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
MIDTOWN I & II
 
The following table presents historical occupancy percentages at the Midtown I & II Property:

Historical Occupancy(1)

12/31/2010
 
12/31/2011
 
12/31/2012
 
6/1/2013
100.0%
 
100.0%
 
100.0%
 
100.0%
 
(1)  
Information obtained from the borrower.
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the Underwritten Net Cash Flow at the Midtown I & II Property:
 
Cash Flow Analysis(1)
 
 
U/W        
 
U/W $ per SF
 
Base Rent
$13,695,071(2)
 
$17.25
 
Parking Income
2,423,283(2)
 
3.05
 
Grossed Up Vacant Space
0
 
0.00
 
Total Reimbursables
0
 
0.00
 
Other Income
0
 
0.00
 
Less Vacancy & Credit Loss
(684,754)(3)
 
(0.86)
 
Effective Gross Income
$15,433,600
 
$19.44
 
         
Total Operating Expenses
$463,008(4)
 
$0.58
 
         
 Net Operating Income
$14,970,592
 
$18.85
 
TI/LC
671,268
 
0.85
 
Capital Expenditures
158,822
 
0.20
 
 Net Cash Flow
$14,140,502
 
$17.81
 
         
NOI DSCR
3.09x
     
NCF DSCR
2.92x
     
NOI DY
12.0%
     
NCF DY
11.4%
     
 
(1)  
Historical information is not available as the Midtown I & II Property was acquired in April 2013.
(2)  
The base rent and parking income are averaged over the loan term based on the contractual 2% annual increases in the lease.  The current base rent and parking rent are $12,507,233 and $2,213,100, respectively.
(3)  
The underwritten economic vacancy is 5.0%. The Midtown I & II Property was 100% physically occupied as of June 1, 2013.
(4)  
The only underwritten operating expense is a management fee of 3.0% of Effective Gross Income. All other expenses are paid directly by AT&T, Inc.

Appraisal.  As of the appraisal valuation date of April 1, 2013, the Midtown I & II Property had an “as-is” appraised value of $210,000,000 and a hypothetical “go dark” value of $99,000,000.
 
Environmental Matters.  According to the Phase I environmental site assessment dated March 25, 2013, there was no evidence of any recognized environmental conditions at the Midtown I & II Property.

Market Overview and Competition.  The Midtown I & II Property is located approximately three miles north of the Atlanta central business district, within the Midtown section of Atlanta, Fulton County, Georgia.  The Midtown I & II Property is accessible by Interstate 85 and Interstate 75 to the west and by Interstate 20 to the south. The Midtown I & II Property is located less than a half mile from the North Avenue Metropolitan Atlanta Rapid Transit Authority rail station.  The Midtown I & II Property is less than one mile from the Georgia Institute of Technology, which has a student population of more than 16,000 undergraduate and graduate students.  The Midtown I & II Property is located within “Midtown Mile”, a dense, urban area filled with high rise condominiums, offices and hotels.  According to the appraisal, the estimated 2013 population and average household income within a five-mile radius of the Midtown I & II Property were 344,499 and $71,557, respectively.
 
According to the appraisal, the Midtown I & II Property is located within the Midtown submarket of the Atlanta office market. As of the fourth quarter of 2012, the Atlanta class A office market vacancy rate and average asking rate were 19.4% and $22.19 per square foot on a triple net basis, respectively. As of the fourth quarter of 2012, the Midtown office submarket vacancy rate and average asking rate were 17.9% and $24.92 per square foot on a triple net basis, 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.
 
 
 

 
 
MIDTOWN I & II
 
The following table presents certain information relating to comparable office properties for the Midtown I & II Property:
 
Competitive Set(1)

 
Midtown I
& II
(Subject)
Centergy One
Ten Peachtree
Place
999
Peachtree
Street
Ten 10th
Street
The
Proscenium
Atlantic
Center Plaza
 Location
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
Atlanta, GA
 Distance from Subject
--
9.5 miles
0.7 miles
0.5 miles
0.7 miles
0.9 miles
1.2 miles
 Property Type
Office
Office
Office
Office
Office
Office
Office
 Year Built/Renovated
2001/NAP
2003/NAP
1990/2002
1987/NAP
2001/NAP
2001/NAP
2001/NAP
 Number of Stories
8-16
12
20
28
14
24
23
 Total GLA
794,110 SF
486,993 SF
258,917 SF
610,220 SF
410,624 SF
533,135 SF
500,953 SF
 Total Occupancy
100%
97%
100%
94%
64%
98%
40%
 
(1)  
Information obtained from the appraisal dated April 25, 2013.
 
The Borrower.  The borrower, Cole/Macfarlan of Atlanta GA, LLC, is a Delaware limited liability corporation with at least two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Midtown I & II Mortgage Loan. Cole Credit Property Trust III, Inc. (“CCPT III”) is the guarantor of certain nonrecourse carveouts under the Midtown I & II Mortgage Loan.

The Sponsor.  The Midtown I & II Mortgage Loan sponsors are CCPT III and Macfarlan Capital Partners, L.P. (“Macfarlan”) CCPT III is a non-traded public real estate investment trust that acquires and operates a diversified portfolio of commercial real estate investments primarily consisting of retail and other single tenant income producing properties throughout the United States. As of December 31, 2012, CCPT III owned 1,014 properties, comprised of approximately 43.1 million rentable square feet of single tenant and multi-tenant retail and commercial space located in 47 states and had total assets of approximately $7.5 billion.  Macfarlan is a private equity fund located in Dallas, Texas that has a current portfolio of approximately $1.5 billion in real estate investments consisting of approximately 11.0 million square feet of commercial real estate.

Escrows.  The loan documents provide for no upfront or ongoing escrows.  No monthly tax escrow is required so long as (i) no Cash Management Period (as defined below) has occurred and is continuing, and (ii) the borrower delivers satisfactory evidence that tax payments are being made in a timely manner. No monthly insurance escrow is required so long as (i) no Cash Management Period has occurred and is continuing, and (ii) the insurance required to be maintained by the borrower is effected under an acceptable blanket insurance policy.  Replacement reserves and TI/LC escrows will spring in the event that a Cash Management Period occurs and will cease to be collected when any such Cash Management Period ends.

Lockbox and Cash Management.  The Midtown I & II Mortgage Loan requires a lender-controlled lockbox account, which is already in place, into which the tenant is directed to pay its rents directly.  The loan documents also require that all cash revenues and all other monies received by the borrower or the property manager relating to the Midtown I & II Property be deposited into the lockbox account within two business days of receipt.

Upon the occurrence of a Cash Management Period (as defined below) all excess funds on deposit in the lockbox account will be swept to certain restricted accounts and the lender will have the exclusive control of, and the right to withdraw and apply, the funds in the deposit account to payment of any and all debts, liabilities and obligations of the borrower in such order, proportion and priority as the lender may determine in its sole discretion.

A “Cash Management Period” will commence upon the earlier of: (i) an event of default; (ii) the debt service coverage ratio falling below 1.90x as of the end of each fiscal quarter; (iii) the commencement of a Going Dark Period (as defined below); (iv) the commencement of a bankruptcy or insolvency proceeding with respect to the property manager; (v) the commencement of a bankruptcy or insolvency proceeding with respect to AT&T, Corp.; or (vi) the failure of AT&T, Corp. to extend the term of the lease prior to April 30, 2022. A Cash Management Period will end: with respect to the matters described in clause (i) above, when such event of default has been cured; with respect to the matters described in clause (ii) above, when a debt service coverage ratio of at least 1.90x has been achieved for two consecutive fiscal quarters; with respect to the matters described in clause (iii) above, when such Going Dark Period has ended; with respect to the matters described in clause (iv) above, upon the replacement of the prior manager with a qualified manager, in accordance with the loan documents; with respect to the matters described in clause (v) above, upon the earlier to occur of (a) confirmation in bankruptcy by AT&T, Corp. of the lease related to the Midtown I & II Property or (b) the execution of one or more new leases approved by the lender for the entire portion of the Midtown I & II Property for which AT&T, Corp. did not confirm its lease in bankruptcy and the tenant under such leases opening for business and paying full, unabated rent.

A “Going Dark Period” will commence upon the cessation of operating business at more than 30% of any building within the Midtown I & II Property, unless the building is subleased by the tenant and the subtenant has not ceased operating its business in more than 30% of the building. A Going Dark Period will end upon the earlier to occur of: (i) the tenant being open for business for six consecutive calendar months, and (ii) $20.00 per square foot has accumulated on deposit in the TI/LC escrow.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
MIDTOWN I & II

Property Management.  The Midtown I & II Property is managed by Cole Realty Advisors, Inc., an affiliate of the borrower.

Assumption.  The borrower has the right to transfer the Midtown I & II Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including but not limited to (i) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; (ii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates; and (iii) the transferee and all other entities controlled directly or indirectly by principals of the transferee must not have been party to any voluntary or involuntary bankruptcy proceedings, within seven years prior to the proposed transfer.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  The borrower has the right to incur mezzanine financing subject to the lender’s approval and other customary conditions including but not limited to (i) no event of default has occurred and is continuing; (ii) the loan-to-value ratio including all debt is not greater than 70.0%; (iii) the debt service coverage ratio including all debt is not less than 1.50x; (iv) the execution of an intercreditor agreement acceptable to the lender; and (v) rating agency confirmation from Fitch, KBRA and Moody’s that the mezzanine financing will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.

Ground Lease.  None.
 
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for damage from terrorism in an amount equal to the full replacement cost of the Midtown I & II Property as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
No. 3 – The Plant San Jose
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$123,000,000
 
Specific Property Type:
Anchored
Cut-off Date Principal Balance:
$123,000,000
 
Location:
San Jose, CA
% of Initial Pool Balance:
8.4%
 
Size:
485,895 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per Unit/SF:
$253.14
Borrower Name:
Cole MT San Jose CA, LP
 
Year Built/Renovated:
2008/NAP
Sponsor:
Cole Credit Property Trust IV, Inc.
 
Title Vesting:
Fee
Mortgage Rate:
3.815%
 
Property Manager:
Self-managed
Note Date:
April 15, 2013
 
3rd Most Recent Occupancy (As of):
89.9% (12/31/2009)
Anticipated Repayment Date:
May 1, 2023
 
2nd Most Recent Occupancy (As of):
93.3% (12/31/2010)
Maturity Date:
May 1, 2033
 
Most Recent Occupancy (As of):
95.1% (12/31/2011)
IO Period:
120 months
 
Current Occupancy (As of):
95.6% (12/17/2012)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
NAP
     
Loan Amortization Type:
Interest-only, ARD
 
3rd Most Recent NOI (As of):
$11,552,110 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$12,474,332 (12/31/2011)
Call Protection:
L(48),GRTR 1% or YM(72)
 
Most Recent NOI (As of):
$12,505,717 (12/31/2012)
Lockbox Type:
Hard/Upfront Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$18,986,162
Additional Debt Type:
NAP
 
U/W Expenses:
$5,883,368
     
U/W NOI:
$13,102,793
     
U/W NCF:
$12,582,976
Escrows and Reserves:
None
     
U/W NOI DSCR:
2.75x
         
U/W NCF DSCR:
2.64x
         
U/W NOI Debt Yield:
10.7%
         
U/W NCF Debt Yield:
10.2%
         
As-Is Appraised Value:
$205,000,000
         
As-Is Appraisal Valuation Date:
February 7, 2013
         
Cut-off Date LTV Ratio:
60.0%
         
LTV Ratio at Maturity or ARD:
60.0%
 
The Mortgage Loan.  The mortgage loan (“The Plant San Jose Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an anchored retail property located in San Jose, California (“The Plant San Jose Property”).  The Plant San Jose Mortgage Loan was originated on April 15, 2013 by Wells Fargo Bank, National Association.  The Plant San Jose Mortgage Loan had an original principal balance of $123,000,000, has an outstanding principal balance as of the Cut-off Date of $123,000,000 and accrues interest at an interest rate of 3.815% per annum.  The Plant San Jose 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 interest-only through the anticipated repayment date (“ARD”).  The ARD is May 1, 2023 and the final maturity date is May 1, 2033.  In the event The Plant San Jose Mortgage Loan is not paid off on or before the ARD, the borrower will be required to make payments of principal and interest based on a 30-year amortization schedule and an interest rate equal to the greater of (i) the initial mortgage rate plus 5% and (ii) the sum of (a) the greater of (x) the offer side on the ARD of the 10-year swap yield (as described in the loan documents) and (y) the treasury rate as of the ARD and (b) 5.00%.  The ARD automatically triggers a Cash Trap Event Period (as defined below) whereby all excess cash flow will be used to pay down the principal balance of The Plant San Jose Mortgage Loan (see “Lockbox and Cash Management”).

Following the lockout period, the borrower has the right to voluntarily prepay The Plant San Jose 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 then outstanding principal balance.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
THE PLANT SAN JOSE
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$123,000,000
 
60.1% 
 
Purchase price
$203,100,000
 
99.2% 
Sponsor’s new cash contribution
81,826,476
 
39.9 
 
Closing costs
1,726,476
 
0.8 
Total Sources
$204,826,476
 
100.0% 
 
Total Uses
$204,826,476
 
100.0%  
 
The Property.  The Plant San Jose Property is an anchored retail center containing approximately 485,895 square feet and located in San Jose, California.  Built in 2008, The Plant San Jose Property consists of 26 one-story buildings situated on a 44.6-acre parcel.  The Plant San Jose Property is anchored by Target (not part of the collateral), Home Depot, Toys “R” Us, Best Buy and Ross Dress for Less in addition to in-line space, which includes national tenants such as J.P. Morgan Chase Co., McDonald’s, Starbucks, FedEx Kinko’s and T-Mobile, among others.  Parking is provided by 2,967 surface parking spaces, resulting in a parking ratio of 6.1 spaces per 1,000 square feet of rentable area.  As of December 17, 2012, The Plant San Jose Property was 95.6% leased to 60 tenants.

The following table presents certain information relating to the tenancies at The Plant San Jose 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)
Lease
Expiration
Date
 Anchor Tenants – Not Part of Collateral
     
 Target
A-/A2/A+
137,800
ANCHOR-OWNED – NOT PART OF THE COLLATERAL
                   
 Anchor Tenant – Collateral
                 
 Home Depot
A-/A3/A-
141,021
29.0%
$28.10(4)
 
$3,962,981(4)
28.4%
NAV
NAV
1/31/2034
 Toys “R” Us
B-/B1/B
64,850
13.3%
$21.00
 
$1,361,850
9.8%
NAV
NAV
1/31/2023
 Best Buy
BB-/Baa2/BB
45,168
9.3%
$21.00
 
$948,528
6.8%
NAV
NAV
1/31/2018
 Ross Dress for Less
NR/NR/BBB+
25,821
5.3%
$22.00
 
$568,062
4.1%
NAV
NAV
1/31/2019
 Total Anchor Tenant – Collateral
276,860
57.0%
$24.71
 
$6,841,421
49.0%
     
                 
 Major Tenants – Collateral
               
 Off Broadway Shoe Warehouse
NR/NR/NR
20,472
4.2%
$24.00
 
$491,328
3.5%
$143
24.4%
3/7/2018
 PetSmart
NR/NR/BB+
20,166
4.2%
$24.00
 
$483,984
3.5%
$194
17.6%
3/31/2023
 Office Max
NR/B1/NR
18,045
3.7%
$24.00
 
$433,080
3.1%
NAV
NAV
3/31/2018
 ULTA
NR/NR/NR
9,852
2.0%
$39.36
 
$387,775
2.8%
NAV
NAV
4/30/2018
 AutoZone
BBB/Baa2/BBB
8,384
1.7%
$29.70
 
$249,005
1.8%
NAV
NAV
2/29/2024
 Total Major Tenants – Collateral
76,919
15.8%
$26.59
 
$2,045,172
14.7%
     
                     
 Non-Major Tenants – Collateral(5)
110,815
22.8%
$41.46(5)
 
$5,061,980
36.3%
     
                     
 Occupied Collateral Total
464,594
95.6%
$29.02(5)
 
$13,948,573
100.0%
     
                     
 Vacant Space
 
21,301
4.4%
             
                     
 Collateral Total
485,895
100.0%
             
                     
 
(1)  
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)  
Unless otherwise noted, Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent escalations through March 2014.
(3)  
Sales PSF and Occupancy Costs are for the trailing 12-month period ending December 31, 2012.
(4)  
Annual U/W Base Rent PSF and Annual U/W Base Rent are based on the average contractual rent over the loan term.  Home Depot is currently paying an annual base rent of $3,384,504 ($24.00 per square foot).
(5)  
Applebee’s Neighborhood Grill & Bar, Famous Dave’s BBQ and McDonald’s own their buildings and lease pad sites with no attributed square footage and Annual U/W Base Rents of $185,625, $168,764 and $113,190, respectively.  The Annual U/W Base Rent PSF for Non-Major Tenants – Collateral and Occupied Collateral Total exclude the Annual U/W Base Rent associated with these pad sites.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
THE PLANT SAN JOSE

The following table presents certain information relating to the historical sales at The Plant San Jose Property:

Historical Sales (PSF)(1)

Tenant Name
2010
2011
2012
Home Depot
NAV
NAV
NAV
Toys “R” Us
NAV
NAV
NAV
Best Buy
NAV
NAV
NAV
Ross Dress for Less
NAV
NAV
NAV
Off Broadway Shoe Warehouse
$125
$140
$143
PetSmart
$143
$169
$194
Office Max
NAV
NAV
NAV
ULTA
NAV
NAV
NAV
AutoZone
NAV
NAV
NAV
 
(1) 
Historical Sales (PSF) are based on historical statements provided by the borrower.
 
The following table presents certain information relating to the lease rollover schedule at The Plant San Jose 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   
2013
6
16,672
3.4%
16,672
3.4%
$615,018
$36.89   
2014
2
3,678
0.8%
20,350
4.2%
$154,476
$42.00   
2015
1
1,249
0.3%
21,599
4.4%
$44,964
$36.00   
2016
5
7,871
1.6%
29,470
6.1%
$290,638
$36.93   
2017
3
4,003
0.8%
33,473
6.9%
$134,686
$33.65   
2018
18
129,918
26.7%
163,391
33.6%
$3,954,213
$30.44   
2019
2
27,071
5.6%
190,462
39.2%
$618,312
$22.84   
2020
4
12,438
2.6%
202,900
41.8%
$437,872
$35.20   
2021
5
10,230
2.1%
213,130
43.9%
$355,556
$34.76   
2022
4
10,074
2.1%
223,204
45.9%
$400,207
$39.73   
2023(4)
6
91,985
18.9%
315,189
64.9%
$2,431,830
$24.60(4)   
Thereafter(5)
4
149,405
30.7%
464,594
95.6%
$4,510,801
$28.19(5)   
Vacant
0
21,301
4.4%
485,895
100.0%
$0
$0.00   
Total/Weighted Average
60
485,895
100.0%
   
$13,948,573
$29.02(4)(5)   
 
(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)  
Includes Famous Dave’s BBQ, which owns its building and leases a pad site with no attributed square footage and an Annual U/W Base Rent of $168,764.  The Annual U/W Base Rent PSF excludes the Annual U/W Base Rent associated with this pad site.
(5)  
Includes Applebee’s Neighborhood Grill & Bar and McDonald’s, which own their buildings and lease pad sites with no attributed square footage and Annual U/W Base Rents of $185,625 and $113,190, respectively.  The Annual U/W Base Rent PSF excludes the Annual U/W Base Rent associated with these pad sites.
 
The following table presents historical occupancy percentages at The Plant San Jose Property:

Historical Occupancy(1)

12/31/2009
 
12/31/2010
 
12/31/2011
 
12/17/2012
             
89.9%
 
93.3%
 
95.1%
 
95.6%
 
(1)  
Information obtained from the borrower.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
THE PLANT SAN JOSE

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

Cash Flow Analysis

 
 
2010
 
2011
 
2012
 
U/W
 
U/W $ per SF
 
Base Rent
$13,281,097
 
$13,784,152
 
$13,862,657
 
$13,948,573
 
$28.71
 
Grossed Up Vacant Space
0
 
0
 
0
 
1,023,823
 
2.11
 
Total Reimbursables
3,691,757
 
3,848,857
 
4,098,334
 
5,019,589
 
10.33
 
Other Income
137,593
 
25,225
 
44,698
 
18,000
 
0.04
 
Less Vacancy & Credit Loss
0
 
(113,213)
 
0
 
(1,023,823)(1)
 
(2.11)
 
Effective Gross Income
$17,110,447
 
$17,545,021
 
$18,005,689
 
$18,986,162
 
$39.07
 
                     
Total Operating Expenses
$5,558,337
 
$5,070,689
 
$5,499,972
 
$5,883,368
 
$12.11
 
                     
 Net Operating Income
$11,552,110
 
$12,474,332
 
$12,505,717
 
$13,102,793
 
$26.97
 
TI/LC
0
 
0
 
0
 
422,638
 
0.87
 
Capital Expenditures
0
 
0
 
0
 
97,179
 
0.20
 
 Net Cash Flow
$11,552,110
 
$12,474,332
 
$12,505,717
 
$12,582,976
 
$25.90
 
                     
NOI DSCR
2.43x
 
2.62x
 
2.63x
 
2.75x
     
NCF DSCR
2.43x
 
2.62x
 
2.63x
 
2.64x
     
NOI DY
9.4%
 
10.1%
 
10.2%
 
10.7%
     
NCF DY
9.4%
 
10.1%
 
10.2%
 
10.2%
     
 
(1)  
The underwritten economic vacancy is 6.8%. The Plant San Jose Property was 95.6% physically occupied as of December 17, 2012.

Appraisal.  As of the appraisal valuation date of February 7, 2013, The Plant San Jose Property had an “as-is” appraised value of $205,000,000.

Environmental Matters.  The Phase I environmental assessment dated January 18, 2013 identified a recognized environmental condition in connection with soil and groundwater contamination related to the site’s prior use as a General Electric engine manufacturing and nuclear fuel development facility from approximately 1948 to 1985.  In 2005, General Electric was identified as the responsible party and developed a remediation and risk management plan (“RRMP”), which required that each building at The Plant San Jose Property be constructed with a vapor management system to provide a barrier between the contaminants in the soil and groundwater and the interior of the buildings.  The RRMP also restricts any use or extraction of groundwater at the site and that any future site structures be constructed in compliance with the RRMP.  The Phase I environmental assessment recommended no further action beyond ongoing compliance with the RRMP.

In connection with the recognized environmental condition, the lender obtained a $25,000,000 environmental insurance policy with a 10-year term.  In addition, the loan documents include an environmental indemnity from Cole Credit Property Trust IV, Inc., which had a stated net worth of approximately $249.0 million and liquidity of approximately $13.9 million as of December 31, 2012.

Market Overview and Competition.  The Plant San Jose Property is located in San Jose, California, which is the third largest city in California and the 10th largest city in the United States.  The Plant San Jose Property is located approximately four miles southeast of the San Jose central business district, eight miles southeast of the San Jose International Airport and approximately 52 miles southeast of the San Francisco central business district.  The Plant San Jose Property has exposure to both Monterey Road and Curtner Avenue.  Monterey Road is a commercial corridor connecting the immediate area to the San Jose central business district and has a daily traffic count of approximately 31,500 vehicles; Curtner Avenue is an east/west thoroughfare that links the area to SR-87 to the west and US-101 to the east and has a daily traffic count of approximately 33,000 vehicles.  According to the appraisal, in 2012, the estimated population within a three-mile and five-mile radius of The Plant San Jose Property was 265,539 and 677,405, respectively.  The estimated average household income within the same three-mile and five-mile radii was $83,814 and $88,690, respectively.

According to a third party market research report, The Plant San Jose Property is located within the San Jose Central submarket, which has an estimated inventory of 450 retail properties totaling approximately 3.4 million square feet.  As of the first quarter of 2013, the submarket vacancy was 6.5% with an average asking rent of $25.16 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.
 
 
 

 
 
THE PLANT SAN JOSE
 
The following table presents certain information relating to comparable retail properties for The Plant San Jose Property:

Competitive Set(1)

 
The Plant
San Jose
(Subject)
San Jose
Market
Center
Plaza De San
Jose
Willow Glen
Plaza
Almaden Plaza
Monterey Plaza
 Location
San Jose, CA
San Jose, CA
San Jose, CA
San Jose, CA
San Jose, CA
San Jose, CA
 Distance from Subject
--
5.6 miles
4.2 miles
2.0 miles
5.0 miles
6.3 miles
 Property Type
Power Center
Power Center
Community Center
Community Center
Power Center
Community Center
 Year Built/Renovated
2008/NAP
2006/NAP
2005/NAP
1999/2001
1969/1998
1990/NAP
 Total GLA
485,895 SF
362,000 SF
195,000 SF
95,000 SF
650,000 SF
232,680 SF
 Total Occupancy
96%
97%
96%
100%
97%
91%
 
(1)  
Information obtained from the appraisal dated February 12, 2013.

The Borrower.  The borrower is Cole MT San Jose CA, LP, a single purpose entity with two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Plant San Jose Mortgage Loan.  Cole Credit Property Trust IV, Inc. (“CCPT IV”), the indirect owner of the borrower, is the guarantor of certain nonrecourse carveouts under The Plant San Jose Mortgage Loan.

The Sponsor.  The sponsor, CCPT IV, is a non-traded public REIT that invests in income-producing retail commercial real estate primarily leased to creditworthy tenants under long-term, net leases.  As of February 13, 2013, CCPT IV’s portfolio consisted of 99 properties in 27 states totaling approximately 2.6 million square feet with an average occupancy of 99.1%.

Escrows.  None.

Lockbox and Cash Management.  The Plant San Jose Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs the tenants to pay their rents directly to such lockbox account.  The loan documents also require that all cash revenues and all other monies received by the borrower or manager relating to The Plant San Jose Property be deposited into the lockbox account within two business days after receipt.  Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds on deposit in the lockbox account are swept into the borrower’s operating account on a monthly basis.  During a Cash Trap Event Period, all funds on deposit in the lockbox account are swept to a lender-controlled cash management account each business day (the “Excess Cash Flow Account”).

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the debt service coverage ratio falling below 1.75x at the end of any calendar month or (iii) the ARD.  A Cash Trap Event Period will expire, with regard to the circumstances in clause (i), upon the cure of such event of default, or with regard to the circumstances in clause (ii), (a) upon the debt service coverage ratio being equal to or greater than 2.20x for six consecutive calendar months or (b) the balance of the Excess Cash Flow Account being equal to or greater than $16.0 million.  A Cash Trap Event Period triggered by the occurrence of the ARD will not expire.

Property Management.  The Plant San Jose Property is managed by an affiliate of the sponsor.

Assumption.  The borrower has a two-time right to transfer The Plant San Jose Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of The Plant San Jose Property; provided however, that the borrower shall not be required to spend more than 200% of the costs of a stand-alone policy for terrorism insurance immediately prior to the date of TRIA or similar government backstop is no longer in effect.  The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 

No. 4 – White Marsh Mall
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance(1):
$110,000,000
 
Specific Property Type:
Regional Mall
Cut-off Date Principal Balance(1):
$110,000,000
 
Location:
Baltimore, MD
% of Initial Pool Balance:
7.5%
 
Size:
702,317 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF(1):
$270.53
Borrower Name:
White Marsh Mall Holding, LLC; White Marsh Anchor Acquisition, LLC
 
Year Built/Renovated:
1981/2012
Sponsors:
GGPLP Real Estate Inc.;
White Marsh Mall, LLC
 
 
Title Vesting:
Fee
Mortgage Rate:
3.658%
 
Property Manager:
Self-managed
Note Date:
May 1, 2013
 
3rd Most Recent Occupancy (As of):
90.7% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of) :
95.1% (12/31/2011)
Maturity Date:
May 1, 2021
 
Most Recent Occupancy (As of) :
94.9% (12/31/2012)
IO Period:
96 months
 
Current Occupancy (As of)(3):
96.6% (2/28/2013)
Loan Term (Original):
96 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
NAP
     
Loan Amortization Type:
Interest-only, Balloon
 
3rd Most Recent NOI (As of):
$16,818,921 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$17,065,240 (12/31/2011)
Call Protection:
L(25),D(64),O(7)
 
Most Recent NOI (As of):
$17,253,512 (12/31/2012)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt(1):
Yes
     
Additional Debt Type(1):
Pari Passu and Future Mezzanine
 
U/W Revenues:
$27,159,676
     
U/W Expenses:
$7,664,488
     
U/W NOI(4):
$19,495,188
     
U/W NCF:
$18,715,906
Escrows and Reserves(2):
   
U/W NOI DSCR(1):
2.77x
     
U/W NCF DSCR(1):
2.66x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield(1):
10.3%
Taxes
$0
Springing
NAP
 
U/W NCF Debt Yield(1):
9.9%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value:
$300,000,000
Replacement Reserves
$0
Springing
$140,734
 
As-Is Appraisal Valuation Date:
April 11, 2013
TI/LC Reserve
$0
Springing
$335,060
 
Cut-off Date LTV Ratio(1):
63.3%
Tenants Specific TI/LC Reserve
$1,215,290
$0
NAP
 
LTV Ratio at Maturity or ARD(1):
63.3%
             
 
(1)  
The White Marsh Mall Loan Combination, totalling $190,000,000, is comprised of two pari passu notes (Notes A-1 and A-2).  Note A-1 had an original principal 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 2013-C14 Trust.  Note A-2 had an original principal balance of $80,000,000 and is expected to be contributed to a future trust.  All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the White Marsh Mall Loan Combination.
(2)  
See “Escrows” section.
(3)  
Occupancy includes 24,245 square feet attributed to temporary tenants that were not included in Annual U/W Base Rent.
(4)  
See “Cash Flow Analysis” section for detail on the increase from Most Recent NOI to U/W NOI.
 
The Mortgage Loan.  The mortgage loan (the “White Marsh Mall Loan Combination”) is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering a regional mall located in Baltimore, Maryland (the “White Marsh Mall Property”).  The White Marsh Mall Loan Combination was originated on May 1, 2013 by Wells Fargo Bank, National Association.  The White Marsh Mall Loan Combination had an original principal balance of $190,000,000, has an outstanding principal balance as of the Cut-off Date of $190,000,000 and accrues interest at an interest rate of 3.658% per annum.  The White Marsh Mall Loan Combination had an initial term of 96 months, has a remaining term of 95 months as of the Cut-off Date and requires interest-only payments through the term of the White Marsh Mall Loan Combination. The White Marsh Mall Loan Combination matures on May 1, 2021.
 
Note A-1, which represents the controlling interest in the White Marsh Mall Loan Combination and will be contributed to the WFRBS 2013-C14 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. Note A-2 had an original principal balance of $80,000,000, is expected to be securitized in a future trust and will represent the non-controlling interest in the White Marsh Mall Loan Combination (the “White Marsh Mall Companion Loan”).
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WHITE MARSH MALL
 
Following the lockout period, the borrower has the right to defease the White Marsh Mall Loan Combination in whole, but not in part, on any date before November 1, 2020.  In addition, the White Marsh Mall Loan Combination is prepayable without penalty on or after November 1, 2020.

Sources and Uses

Sources
       
Uses
     
Original loan combination amount
$190,000,000
 
100.0%
 
Loan payoff
$179,431,903
 
  94.4%
         
Reserves
1,215,290
 
0.6
         
Closing costs
1,351,769
 
0.7
       
Return of equity
8,001,038
 
4.2
Total Sources
$190,000,000
 
100.0%
 
Total Uses
$190,000,000
 
100.0%
 
The Property.  The White Marsh Mall Property is a two-story regional mall located in Baltimore, Maryland that contains approximately 1,168,327 square feet of which 702,317 square feet secures the White Marsh Mall Loan Combination.  The White Marsh Mall Property is anchored by three non-collateral anchors (Sears, Macy’s and JC Penney), Boscov’s and Macy’s Home Store.  The White Marsh Mall Property is situated on 84.5 acres and was built in 1981 and renovated in 2004 and 2012.  Parking is provided by 6,732 surface parking spaces, resulting in a parking ratio of 9.6 spaces per 1,000 square feet of net rentable area.  The White Marsh Mall Property’s mix of in-line tenants includes Forever 21, Gap, Victoria’s Secret, American Eagle Outfitters, Express and Bath & Body Works.  For the trailing 12-month period ending January 31, 2013, tenants occupying less than 10,000 square feet had comparable in-line sales of $423 per square foot with an average occupancy cost of 14.5%.  As of February 28, 2013, the White Marsh Mall Property was 96.6% leased to 146 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.
 
 
 

 
 
WHITE MARSH MALL
 
The following table presents certain information relating to the tenancies at the White Marsh Mall 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)
Lease
Expiration
Date
                   
Anchor Tenants – Not Part of Collateral
               
Sears
CCC/B3/CCC+
167,000
                ANCHOR OWNED – NOT PART OF THE COLLATERAL
Macy’s
BBB/Baa3/BBB
162,400
                ANCHOR OWNED – NOT PART OF THE COLLATERAL
   
JC Penney
B-/Caa1/CCC+
136,610
                ANCHOR OWNED – NOT PART OF THE COLLATERAL
   
           
Anchor Tenants – Collateral
       
Boscov’s
NR/NR/NR
197,345
28.1%
$3.04
$600,000
3.7%
NAV
NAV
1/31/2028
Macy’s Home Store
BBB/Baa3/BBB
60,000
8.5%
$0.00(4)
$0(4)
0.0%
NAV
NAV
1/31/2018
Total Anchor Tenants – Collateral
257,345
36.6%
$2.33
$600,000
3.7%
     
               
Major Tenants – Collateral
             
Sports Authority
NR/B3/B-
53,634
7.6%
$14.44
$774,705
4.8%
$91
21.2%
1/31/2022
Forever 21(5)
NR/NR/NR
14,959
2.1%
$34.46
$515,487
3.2%
$436
12.2%
8/31/2023
Gap
BBB-/Baa3/BB+
9,295
1.3%
$46.08
$428,305
2.6%
$162
10.5%
4/30/2016
Littman Jewelers
NR/NR/NR
2,747
0.4%
$116.00
$318,652
2.0%
$841
17.4%
9/30/2016
The Children’s Place
NR/NR/NR
5,070
0.7%
$57.80
$293,067
1.8%
$384
15.9%
1/31/2017
Disney Store
A/A2/A
5,200
0.7%
$56.12
$291,826
1.8%
$300
19.8%
1/31/2018
Victoria’s Secret
BB+/Ba1/BB+
9,500
1.4%
$30.00
$285,000
1.8%
$592
10.1%
1/31/2023
Green Turtle Sports Bar & Grill
NR/NR/NR
5,943
0.8%
$45.00
$267,435
1.7%
NAV
NAV
9/30/2022
Foot Locker
NR/NR/NR
3,958
0.6%
$65.92
$260,911
1.6%
$447
15.3%
1/31/2023
Buffalo Wild Wings Grill & Bar
NR/NR/NR
6,791
1.0%
$37.00
$251,267
1.6%
$545
7.6%
12/31/2021
Total Major Tenants – Collateral
117,097
16.7%
$31.48
$3,686,656
22.8%
     
                   
Non-Major Tenants - Collateral(6)
303,766
43.3%
$42.58
$11,902,355
73.5%
     
                   
Occupied Collateral Total(6)
678,208
96.6%
$24.76
$16,189,011
100.0%
     
                   
Vacant Space
 
24,109
3.4%
           
                   
Collateral Total(6)
702,317
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 PSF and Annual U/W Base Rent include contractual rent escalations through May 2014.
(3)  
Sales PSF and Occupancy Cost represent the trailing 12-month period ending January 31, 2013.
(4)  
Macy’s Home Store has an annual contractual rent of $1 plus reimbursements; therefore, no rent was underwritten for this tenant.
(5)  
Forever 21 currently occupies a temporary space containing 4,996 square feet with a lease expiration date of August 31, 2013.  The tenant currently has a lease out for signature to expand to a 14,959 square foot space.  The Sales PSF and Occupancy Cost shown are based on the tenant’s previous space, which contained 6,281 square feet.
(6)  
Occupancy includes 24,245 square feet attributed to temporary tenants that were not included in the Annual U/W Base Rent.  The Annual U/W Base Rent PSF for Non-Major Tenants – Collateral and Occupied Collateral Total excludes the square footage attributed to these 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.
 
 
 

 
 
WHITE MARSH MALL
 
The following table presents certain information relating to the historical sales and occupancy costs at the White Marsh Mall Property:

Historical Sales (PSF) and Occupancy Costs(1)
 
 
Tenant Name
2010
  2011
2012
TTM
1/31/2013
Boscov’s
NAV
NAV
NAV
NAV
Macy’s Home Store
NAV
NAV
NAV
NAV
Sports Authority
$101
$97
$97
$91
Forever 21
$424
$452
$429
$436
Gap
$206
$171
$160
$162
Littman Jewelers
$1,052
$1,099
$852
$841
The Children’s Place
$371
$367
$381
$384
Disney Store
$311
$289
$298
$300
Victoria’s Secret
$457
$555
$583
$592
Green Turtle Sports Bar & Grill
NAV
NAV
NAV
NAV
Foot Locker
$370
$433
$446
$447
Buffalo Wild Wings Grill & Bar
$533
$534
$571
$545
         
Total In-line (<10,000 square feet)
$392
$414
$428
$423
Occupancy Costs
15.0%
14.9%
14.8%
14.5%
 
(1)  
Historical Sales (PSF) and Occupancy Costs are based on historical statements provided by the borrower.
 
The following table presents certain information relating to the lease rollover schedule at the White Marsh 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(4)
12
20,203
2.9%
20,203
2.9%
$73,915
$153.99  
2013(5)
11
8,512
1.2%
28,715
4.1%
$249,946
$38.52  
2014(6)
20
40,494
5.8%
69,209
9.9%
$1,219,575
$31.28  
2015(7)
22
53,798
7.7%
123,007
17.5%
$2,462,319
$46.64  
2016
19
54,665
7.8%
177,672
25.3%
$2,565,345
$46.93  
2017
11
37,000
5.3%
214,672
30.6%
$1,581,861
$42.75  
2018
15
84,825
12.1%
299,497
42.6%
$1,429,013
$16.85  
2019
6
9,741
1.4%
309,238
44.0%
$659,275
$67.68  
2020
3
2,825
0.4%
312,063
44.4%
$206,912
$73.24  
2021
9
37,355
5.3%
349,418
49.8%
$1,482,942
$39.70  
2022
8
71,292
10.2%
420,710
59.9%
$1,608,087
$22.56  
2023
6
43,722
6.2%
464,432
66.1%
$1,479,019
$33.83  
Thereafter
4
213,776
30.4%
678,208
96.6%
$1,170,802
$5.48  
Vacant
0
24,109
3.4%
702,317
100.0%
$0
$0.00  
 Total/Weighted Average
146
702,317
100.0%
   
$16,189,011
$24.76  
 
(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 and square footage attributed to temporary tenants, which were not included in Annual U/W Base Rent.
(4)  
Includes 11 temporary tenants totaling 19,723 square feet that were not included in Annual U/W Base Rent.  The Annual U/W Base Rent PSF does not include the square footage attributed to these tenants.
(5)  
Includes six temporary tenants totaling 2,023 square feet that were not included in Annual U/W Base Rent.  The Annual U/W Base Rent PSF does not include the square footage attributed to these tenants.
(6)  
Includes seven temporary tenants totaling 1,499 square feet that were not included in Annual U/W Base Rent.  The Annual U/W Base Rent PSF does not include the square footage attributed to these tenants.
(7)  
Includes one temporary tenant totaling 1,000 square feet that was not included in Annual U/W Base Rent.  The Annual U/W Base Rent PSF does not include the square footage attributed to this tenant.
 
The following table presents historical occupancy percentages at the White Marsh Mall Property:
 
Historical Occupancy(1)
 
12/31/2010
 
12/31/2011
 
12/31/2012
 
2/28/2013
             
90.7%
 
95.1%
 
94.9%
 
96.6%
 
(1)
Information obtained from the borrower.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WHITE MARSH MALL
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the White Marsh Mall Property:
 
Cash Flow Analysis
 
 
 
2010
 
2011
 
2012
 
U/W(1)
 
U/W $ per SF
Base Rent
$13,037,744
 
$13,081,252
 
$13,673,023
 
$16,189,011
 
$23.05
 
Grossed Up Vacant Space
0
 
0
 
0
 
887,676
 
1.26
 
Percentage Rent
701,282
 
418,571
 
366,872
 
270,271
 
0.38
 
Total Reimbursables
6,959,713
 
7,453,448
 
7,456,890
 
8,067,747
 
11.49
 
Other Income
2,902,426
 
3,235,075
 
2,969,607
 
2,632,647
 
3.75
 
Less Vacancy & Credit Loss
(59,003)
 
(59,003)
 
(63,146)
 
(887,676)(2)
 
(1.26)
 
Effective Gross Income
$23,542,162
 
$24,129,343
 
$24,403,246
 
$27,159,676
 
$38.67
 
                     
Total Operating Expenses
$6,723,241
 
$7,064,102
 
$7,149,734
 
$7,664,488
 
$10.91
 
                     
 Net Operating Income
$16,818,921
 
$17,065,240
 
$17,253,512
 
$19,495,188
 
$27.76
 
TI/LC
0
 
0
 
0
 
638,819
 
0.91
 
Capital Expenditures
0
 
0
 
0
 
140,463
 
0.20
 
 Net Cash Flow
$16,818,921
 
$17,065,240
 
$17,253,512
 
$18,715,906
 
$26.65
 
                     
NOI DSCR(3)
2.39x
 
2.42x
 
2.45x
 
2.77x
     
NCF DSCR(3)
2.39x
 
2.42x
 
2.45x
 
2.66x
     
NOI DY(3)
8.9%
 
9.0%
 
9.1%
 
10.3%
     
NCF DY(3)
8.9%
 
9.0%
 
9.1%
 
9.9%
     
 
(1)  
The increase in U/W NOI compared to historical NOI is attributable to recent leasing activity at the White Marsh Mall Property. 21 tenants accounting for 37.4% of the net rentable area and 16.6% of the underwritten base rent executed new leases in 2012 and 2013.
(2)  
The underwritten economic vacancy is 5.2%.  The White Marsh Mall Property was 96.6% physically occupied as of February 28, 2013.
(3)  
DSCRs and debt yields are based on the White Marsh Mall Loan Combination.
 
Appraisal.  As of the appraisal valuation date of April 11, 2013, the White Marsh Mall Property had an “as-is” appraised value of $300,000,000.
 
Environmental Matters.  According to a Phase I environmental site assessment dated April 17, 2013, there was no evidence of any recognized environmental conditions at the White Marsh Mall Property.
 
Market Overview and Competition.  The White Marsh Mall Property is located along the south side of White Marsh Boulevard (Maryland Route 43) in the Middle River-White Marsh area of southeastern Baltimore County.  The White Marsh Mall Property is located approximately 12 miles northeast of the Baltimore central business district, approximately 39 miles northeast of the Washington, D.C. central business district and within five miles of the communities of Middle River, White Marsh, Perry Hall, Rosedale and Essex.  In addition, the White Marsh Mall Property is situated approximately four miles northeast of the interchange of Interstate 695 and Interstate 95, which provide primary access to the area.  According to the appraisal, as of 2012, the estimated population within a five-mile and 10-mile radius of the White Marsh Mall Property was 243,109 and 813,778, respectively.  The estimated household income within the same five-mile and 10-mile radii was $66,333 and $64,753, respectively.

According to a third party market research report, the White Marsh Mall Property is located within the Baltimore County East submarket, which has an estimated inventory of 984 retail buildings totaling approximately 5.5 million square feet with a 3.2% vacancy rate, as of the first quarter of 2013.  The appraiser concluded to a market rent of $37.04 per square foot, on a triple net basis, for the White Marsh Mall Property.

The following table presents certain information relating to comparable retail properties for White Marsh Mall Property:

Competitive Set(1)

 
 
White Marsh
Mall
(Subject)
Towson
Town
Center
Hartford Mall
Eastpoint Mall
Marley Station
Arundel Mills
Location
Baltimore, MD
Towson, MD
Bel Air, MD
Baltimore, MD
Glen Burnie, MD
Hanover, MD
Distance from Subject
--
7.3 miles
11.8 miles
6.0 miles
17.5 miles
19.9 miles
Property Type
Regional Mall
Regional Mall
Regional Mall
Regional Mall
Regional Mall
Regional Mall
Year Built/Renovated
1981/2012
1959/2008
1972/2007
1957/1991
1987/1996
2000/NAP
Total GLA
702,317 SF
1,050,064 SF
505,345 SF
851,314 SF
1,069,186 SF
1,554,146 SF
Total Occupancy
97%
98%
99%
80%
86%
95%
 
(1)
Information obtained from the appraisal dated April 26, 2013.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WHITE MARSH MALL
 
The Borrower.  The borrower consists of White Marsh Mall Holding, LLC and White Marsh Anchor Acquisition, LLC, each of which is a single purpose entity with an independent director.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the White Marsh Mall Loan Combination.  GGPLP Real Estate Inc. and White Marsh Mall, LLC, the loan sponsors, are the guarantors of certain nonrecourse carveouts under the White Marsh Mall Loan Combination.

The Sponsor.  The sponsors are GGPLP Real Estate Inc. (“GGP”) and White Marsh Mall, LLC.  GGP is a publically traded REIT that had total assets of approximately $27.4 billion as of September 30, 2012 according to GGP’s 10-Q.  GGP’s portfolio had sales of $543 per square foot for comparable tenants with less than 10,000 square feet for the trailing 12-month period ending September 30, 2012.  GGP entered Chapter 11 bankruptcy proceedings in April 2009 and emerged from bankruptcy protection in November 2010.

Escrows. Upon origination, the borrower issued a guaranty for $1,215,290 in connection with outstanding tenant improvement allowances for Red Robin Burgers ($328,900), Green Turtle Sports Bar & Grill ($237,720), Buca di Beppo ($225,000), New York & Company ($188,430), Pink ($166,000) and Sleep By Number ($69,240).

The loan documents do not require monthly escrows for real estate taxes provided the following conditions are met: (i) no event of default has occurred and is continuing; (ii) the borrower has provided the lender with proof of full payment within a timely manner; and (iii) a Trigger Event Period (as defined below) does not currently exist. The loan documents do not require monthly escrows for insurance provided the following conditions are met: (i) no event of default has occurred and is continuing; (ii) the insurance required to be maintained by the borrower is maintained pursuant to one or more blanket policies; (iii) the borrower provides the lender with paid receipts satisfactory to the lender that all insurance premiums have been and continue to be fully and timely paid. The loan documents do not require monthly escrows for replacement reserves as long as no Trigger Event Period exists and is continuing. During a Trigger Event Period, the borrower is required to deposit monthly replacement reserves in an amount equal to $11,728 (subject to a cap of $140,734). The loan documents do not require monthly escrows for tenant improvements and leasing commissions as long as no Trigger Event Period exists and is continuing.  During a Trigger Event Period, the borrower is required to deposit monthly into the escrow account for tenant improvement and leasing commissions in an amount equal to $27,922 (subject to a cap of $335,060).

A “Trigger Event Period” will commence upon (i) the occurrence and continuance of an event of default or (ii) the debt service coverage ratio for the trailing 12-month period falling below 1.25x at the end of any calendar quarter.  A Trigger Event Period will expire upon the cure of such event of default or the actual debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters.

Lockbox and Cash Management.  The White Marsh Mall Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the borrower directs tenants to pay their rents directly into such lockbox account.  The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within five business days of receipt.  Prior to the occurrence of a Trigger Event Period, all funds on deposit in the lockbox account are swept into the borrower’s operating account on a daily basis.  During a Trigger Event Period, all excess cash flow is swept on a monthly basis (or daily during the continuance of an event of default) to a cash management account under the control of the lender.
 
Property Management.  The White Marsh Mall Property is managed by an affiliate of the sponsor.
 
Assumption.  The borrower has the right to transfer the White Marsh Mall Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to the following: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing, (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee, and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates, and similar confirmations with respect to the ratings of any securities backed by the White Marsh Mall Companion Loan.

In addition, the loan documents permit equity transfers of direct or indirect equity interests in the borrower or any shareholder, partner, member or non-member manager of the borrower subject to certain conditions, including not less than 50% of equity interests in the borrower being owned by a Qualified Equityholder (as defined below) and controls the borrower.
 
 A “Qualified Equityholder” is defined as General Growth Properties, Inc. or an affiliate, or other institution having total assets in excess of $600 million and capital/statutory surplus in excess of $250 million, or any permitted mezzanine lender or party for whom written confirmation from Fitch, KBRA and Moody’s has been obtained that the transfer to the entity in question will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned to the Series 2013-C14 Certificates, and similar confirmations have been obtained with respect to the ratings of any securities backed by the White Marsh Mall Companion Loan.

Partial Release. The White Marsh Mall borrower may obtain a release of certain vacant, non-income producing, unimproved outlots or parcels from the lien of the mortgage upon the satisfaction of certain conditions including without limitation (i) no event of default will have occurred and be continuing on the date the borrower delivers notice and on the date of release; (ii) the delivery of a legal opinion to the lender to demonstrate that the release of the related outparcel will satisfy REMIC requirements; and (iii) receipt of written confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned to the Series 2013-C14 Certificates, and similar confirmations with respect to the ratings of any securities backed by the White Marsh Mall Companion Loan.

Real Estate Substitution. The White Marsh Mall borrower may obtain a release of certain vacant, non-income producing, unimproved outlots or parcels from the lien of the mortgage in connection with a substitution of a different parcel subject to the
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WHITE MARSH MALL
 
satisfaction of certain conditions, including without limitation (i) no event of default will have occurred and be continuing on the date the borrower delivers notice and on the date of release; (ii) simultaneously with the substitution, the White Marsh Mall borrower will be required to acquire the fee simple or leasehold interest to the substitution parcel located at the shopping center of which the substituted parcel is a part, that is at least equal in value to the substituted parcel; and (iii) delivery to the lender of an acceptable (as defined in the loan documents) Phase I report and a physical conditions report (if the substitution parcel is improved).

Subordinate and Mezzanine Indebtedness.  There is no existing mezzanine debt related to the White Marsh Mall Loan Combination, however future mezzanine debt is permitted subject to satisfaction of certain conditions, including (i) no event of default has occurred and is continuing; (ii) the lender receives no less than 30 days prior written notice; (iii) an intercreditor agreement in form and substance acceptable to Fitch, KBRA, Moody’s and any rating agencies rating securities backed by the White Marsh Mall Companion Loan and reasonably acceptable to the lender; (iv) the combined debt service coverage ratio is not less than the debt service coverage ratio of the White Marsh Mall Loan Combination at origination; (v) the combined loan-to-value ratio will not be greater than 70%; (vi) the total debt service coverage ratio will not be less than 2.64x; and (vii) delivery of mezzanine loan documents reasonably acceptable to the lender and acceptable to Fitch, KBRA, Moody’s and any rating agencies rating securities backed by the White Marsh Mall Companion Loan.
 
The loan documents permit certain sponsor affiliates (“GGP Top Tier Entities”) to pledge indirect ownership interests to a Qualified Pledgee (an institution having at least $600 million in total assets and $250 million in capital/statutory surplus, and regularly engaged in business of owning or making commercial real estate loans, or otherwise is party for whom rating agency confirmation has been obtained) subject to certain conditions, including: (i) the pledge is given in connection with a credit facility secured by multiple properties for which repayment is not primarily dependent upon property cash flow; and (ii) neither the granting or exercise of remedies related to the pledge shall result in the White Marsh Mall Property’s being managed by a party other than the White Marsh Mall borrower or a Qualified Manager (as defined in the White Marsh Mall Loan Combination documents).
 
Ground Lease.  None.
 
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the White Marsh Mall Property; provided, however, that the borrower will not be required to spend more than 200% of the costs of a stand-alone policy for terrorism insurance immediately prior to the date of TRIA or similar government backstop is no longer in effect. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with an extended period of indemnity, which shall continue for the lesser of (i) the period of time until income returns to the same level as it was prior to loss and (ii) 90 days.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
No. 5 - 301 South College Street
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Office
Original Principal Balance(1):
$90,000,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance(1):
$90,000,000
 
Location:
Charlotte, NC
% of Initial Pool Balance:
6.1%
 
Size:
988,646 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per Unit/SF(1):
$177.01
Borrower Name:
WF Property Owner, L.P.
 
Year Built/Renovated:
1988/2012
Sponsors(2):
Various
 
Title Vesting(4):
Fee/Leasehold
Mortgage Rate:
3.935%
 
Property Manager:
CK Brokerage Company #2, Limited Partnership
         
Note Date:
April 11, 2013
 
3rd Most Recent Occupancy (As of):
98.3% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
97.8% (12/31/2011)
Maturity Date:
May 1, 2023
 
Most Recent Occupancy (As of):
97.9% (12/31/2012)
IO Period:
60 months
 
Current Occupancy (As of):
97.6% (2/1/2013)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$15,467,318 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$16,011,720 (12/31/2011)
Call Protection:
L(25),D or GRTR 1% or YM(88),O(7)
 
Most Recent NOI (As of):
$16,351,093 (12/31/2012)
Lockbox Type:
Hard/Upfront Cash Management
 
 
Additional Debt(1):
Yes
 
U/W Revenues:
$28,389,920
Additional Debt Type(1):
Pari Passu and Future Mezzanine
 
U/W Expenses:
$9,772,926
     
U/W NOI(5):
$18,616,994
     
U/W NCF:
$17,861,574
         
U/W NOI DSCR(1):
1.87x
Escrows and Reserves(3):
       
U/W NCF DSCR(1):
1.80x
         
U/W NOI Debt Yield(1):
10.6%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield(1):
10.2%
Taxes
$1,016,861
$203,373
NAP
 
As-Is Appraised Value:
$250,000,000
Insurance
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
February 8, 2013
Replacement Reserves
$0
$16,477
NAP
 
Cut-off Date LTV Ratio(1):
70.0%
Wells Fargo Rollover Reserve
$0
Springing
NAP
 
LTV Ratio at Maturity or ARD(1):
63.5%
 
(1)  
The 301 South College Street Loan Combination, totalling $175,000,000, is comprised of two pari passu notes (Notes A-1 and A-2).  Note A-1 had an original balance of $90,000,000, has an outstanding principal balance as of the Cut-off Date of $90,000,000 and will be contributed to the WFRBS 2013-C14 Trust.  Note A-2 had an original balance of $85,000,000 and was contributed to the WFRBS 2013-C13 Trust.  All presented statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios, and debt yields are based on the 301 South College Street Loan Combination.
(2)  
The sponsors are Starwood Distressed Opportunity Fund IX-1 U.S., L.P. and Starwood Distressed Opportunity Fund IX Global, L.P., each of which are subsidiaries of Starwood Capital Group.
(3)  
See “Escrows” section.
(4)  
See “Ground Lease” section.
(5)  
See “Cash Flow Analysis” section for detail on the increase from Most Recent NOI to U/W NOI.

The Mortgage Loan.  The mortgage loan (the “301 South College Street Loan Combination”) is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering a 42-story office building located in the central business district of Charlotte, North Carolina (the “301 South College Street Property”).  The 301 South College Street Loan Combination was originated on April 11, 2013 by Wells Fargo Bank, National Association.  The 301 South College Street Loan Combination had an original balance of $175,000,000, has an outstanding principal balance as of the Cut-off Date of $175,000,000 and accrues interest at an interest rate of 3.935% per annum.  The 301 South College Street 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 for the first 60 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The 301 South College Street Loan Combination matures on May 1, 2023.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
301 SOUTH COLLEGE STREET
 
Note A-1, which represents the controlling interest in the 301 South College Street Loan Combination and will be contributed to the WFRBS 2013-C14 Trust, had an original principal balance of $90,000,000 and has an outstanding principal balance as of the Cut-off Date of $90,000,000. Note A-2 had an original principal balance of $85,000,000 and was contributed to the WFRBS 2013-C13 Trust (the “301 South College Street Companion Loan”).

Following the lockout period, the borrower has the right to either (i) defease the 301 South College Street Loan Combination in whole, but not in part, or (ii) voluntarily prepay the 301 South College Street Loan Combination in whole, but not in part, provided the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the outstanding principal balance. In addition, the 301 South College Street Loan Combination is prepayable without penalty on or after November 1, 2022.

Sources and Uses

Sources
       
Uses
     
Original loan combination amount
$175,000,000
 
70.6%
 
Purchase price
$245,000,000
 
98.9%
Sponsor’s new cash contribution
72,815,121
 
 29.4
 
Reserves
1,016,861
 
0.4 
         
Closing costs
1,798,260
 
0.7 
Total Sources
$247,815,121
 
     100.0%
 
Total Uses
$247,815,121
 
100.0%  

The Property.  The 301 South College Street Property is a 42-story, class A office building containing approximately 988,646 square feet located in the central business district of Charlotte, North Carolina.  Built in 1988, the 301 South College Street Property is situated on a 2.2-acre parcel and contains approximately 1,081 garage parking spaces.  The 301 South College Street Property contains 55,097 square feet of retail space, including the 42,039 square foot Childress Klein YMCA, which features two half-court basketball courts, a five lane indoor heated swimming pool and an on-site fitness bar. Further, the 301 South College Street Property is connected to the 422-room full service Hilton Center City Hotel. The 301 South College Street Property serves as the East Coast headquarters for Wells Fargo, after having served as the headquarters for both First Union Bank and Wachovia Bank prior to their acquisition by Wells Fargo. The 301 South College Street Property houses Wells Fargo’s Securities and Investment Group, Community and Business Banking Groups and Legal Departments. Other tenants include the two largest law firms headquartered in North Carolina (Womble Carlyle and Poyner Spruill). Over the past nine years, over $25.0 million has been spent on capital improvements, including modernization of the building’s 25 elevators, renovation of the outdoor plaza and replacement of cooling towers.  As of February 1, 2013, the 301 South College Street Property was 97.6% leased to 22 tenants.

The following table presents certain information relating to the tenancies at the 301 South College Street Property:

Major Tenants

 Tenant Name
Credit Rating
(Fitch/Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual U/W
Base Rent
PSF(2)
Annual
U/W Base Rent(2)
% of Total
Annual
U/W Base
Rent
Lease
Expiration
Date
             
 Major Tenants
           
 Wells Fargo
AA-/Aa3/AA-
686,834(3)
69.5%
$22.59(4)
$15,515,832(4)
 
68.0%
12/31/2021(5)
 Womble Carlyle
NR/NR/NR
92,815(6)
9.4%
$31.15
$2,891,217
 
12.7%
5/31/2018
 Poyner Spruill
NR/NR/NR
36,682
3.7%
$26.92
$987,635
 
4.3%
6/30/2017
 YMCA
NR/NR/NR
42,039
4.3%
$15.83
$665,487
 
2.9%
1/31/2022
 Horack, Talley
NR/NR/NR
22,991
2.3%
$24.98
$574,326
 
2.5%
2/28/2014
 Total Major Tenants
881,361
89.1%
$23.41
$20,634,497
 
90.4%
 
                 
 Non-Major Tenants
 
84,033
8.5%
$26.10
$2,193,082
 
9.6%
 
                 
 Occupied Collateral Total
 
965,394
97.6%
$23.65
$22,827,579
 
100.0%
 
                 
 Vacant Space
 
23,252
2.4%
         
                 
 Collateral Total
 
988,646
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 PSF and Annual U/W Base Rent include contractual rent steps through August 2013, unless otherwise noted.
(3)  
Wells Fargo subleases 3,056 square feet to Fujos on the plaza level. Square footage is shown inclusive of the sublease space.
(4)  
Wells Fargo’s Annual U/W Base Rent PSF and Annual U/W Base Rent was derived by averaging the annual rent over the lease term on 617,789 square feet of space, which includes a contractual rent increase in January 2017. The current in-place rent is $17.75 per square foot, resulting in approximately $10,964,110 of annual base rent.
(5)  
20,392 square feet of the Wells Fargo space is scheduled to expire April 30, 2014.
(6)  
Womble Carlyle subleases 5,613 square feet to Clarus Properties and 18,563 square feet to Bryan Cave. Square footage is shown inclusive of the sublease 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.
 
 
 

 
 
301 SOUTH COLLEGE STREET
 
The following table presents certain information relating to the lease rollover schedule at the 301 South College Street Property:

Lease Expiration Schedule(1)(2)
 
Year Ending
December 31,
 
No. of
Leases
Expiring
 
Expiring
NRSF
 
% of
Total
NRSF
Cumulative
Expiring
NRSF
 
Cumulative
% of Total
NRSF
 
Annual
U/W
Base Rent
 
Annual
U/W
Base Rent
PSF(3)
 
MTM
 
1(4)
 
 3,331
 
0.3%
 
 3,331
 
0.3%
 
$4,616
 
$1.39
 
2013
 
4
 
 22,634
 
2.3%
 
25,965
 
2.6%
 
$586,474
 
$25.91
 
2014
 
2(5)
 
 43,757
 
4.4%
 
69,722
 
7.1%
 
$1,103,402
 
$25.22
 
2015
 
3
 
 13,297
 
1.3%
 
83,019
 
8.4%
 
$377,513
 
$28.39
 
2016
 
2
 
 19,006
 
1.9%
 
102,025
 
10.3%
 
$509,755
 
$26.82
 
2017
 
3
 
 39,991
 
4.0%
 
142,016
 
14.4%
 
$1,086,081
 
$27.16
 
2018
 
4
 
 113,838
 
11.5%
 
255,854
 
25.9%
 
$3,468,321
 
$30.47
 
2019
 
1
 
1,059
 
0.1%
 
256,913
 
26.0%
 
$29,652
 
$28.00
 
2020
 
0
 
0
 
0.0%
 
256,913
 
26.0%
 
$0
 
$0.00
 
2021
 
1
 
 666,442
 
67.4%
 
923,355
 
93.4%
 
$14,996,278
 
$22.50
 
2022
 
1
 
 42,039
 
4.3%
 
965,394
 
97.6%
 
$665,487
 
$15.83
 
2023
 
0
 
 0
 
0.0%
 
965,394
 
97.6%
 
$0
 
$0.00
 
Thereafter
 
0
 
 0
 
0.0%
 
965,394
 
97.6%
 
$0
 
$0.00
 
Vacant
 
0
 
 23,252
 
2.4%
 
988,646
 
100.0%
 
$0
 
$0.00
 
Total/Weighted Average
  22  
988,646
 
100.0%
         
$22,827,579
 
$23.65
 
 
(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 one garage lease for 2.715 square feet and 616 square feet of storage leases.
(5)  
20,392 square feet of Wells Fargo space is scheduled to expire April 30, 2014. Wells Fargo and two other tenants have scheduled lease expirations in 2014.

The following table presents historical occupancy percentages at the 301 South College Street Property:

Historical Occupancy(1)

12/31/2010
 
12/31/2011
 
12/31/2012
 
2/1/2013
98.3%
 
97.8%
 
97.9%
 
97.6%
 
(1)
Information obtained from the borrower.

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 301 South College Street Property:
 
Cash Flow Analysis
 
   
2010
 
2011
 
2012
  U/W(1)  
U/W $ per SF
 
Base Rent
  $19,933,195   $20,000,221   $19,964,414   $22,827,579   $23.09  
Grossed Up Vacant Space
  0   0   0   651,056   0.66  
Total Reimbursables
  2,367,041   3,805,598   3,407,546   3,407,546   3.45  
Other Income
  2,547,156   2,595,555   2,677,671   2,677,671   2.71  
Less Vacancy & Credit Loss
  0   (275,115)   0   (1,173,932)(2)   (1.19)  
Effective Gross Income
  $24,847,393   $26,126,259   $26,049,630   $28,389,920   $28.72  
                       
Total Operating Expenses
  $9,380,075   $10,114,539   $9,698,537   $9,772,926   $9.89  
                       
Net Operating Income
  $15,467,318   $16,011,720   $16,351,093   $18,616,994   $18.83  
TI/LC
  0   0   0   557,691   0.56  
Capital Expenditures
  0   0   0   197,729   0.20  
Net Cash Flow
  $15,467,318   $16,011,720   $16,351,093   $17,861,574   $18.07  
                       
NOI DSCR(3)
  1.55x   1.61x   1.64x   1.87x      
NCF DSCR(3)
  1.55x   1.61x   1.64x   1.80x      
NOI DY(3)
  8.8%   9.1%   9.3%   10.6%      
NCF DY(3)
  8.8%   9.1%   9.3%   10.2%      
 
(1)  
The increase in U/W Effective Gross Income and U/W Net Operating Income from the Effective Gross Income and Net Operating Income for 2012 is primarily attributable to the Annual U/W Base Rent for Wells Fargo. Wells Fargo’s Annual U/W Base Rent was derived by averaging the annual rent over the lease term for 617,789 square feet of Wells Fargo space, which includes a contractual rent increase in January 2017. The current in-place rent is $17.75 per square foot, resulting in approximately $10,964,110 of annual base rent. Rent for this space was underwritten to $22.27 per square foot, resulting in approximately $13,756,681 of underwritten rent.
(2)  
The underwritten economic vacancy is 5.0%. The 301 South College Street Property was 97.6% physically occupied as of February 1, 2013.
(3)  
DSCRs and debt yields are based on the 301 South College Street Loan Combination.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

301 SOUTH COLLEGE STREET
 
Appraisal.  As of the appraisal valuation date of February 8, 2013, the 301 South College Street Property had an “as-is” appraised value of $250,000,000.

Environmental Matters.  According to the Phase I environmental site assessment dated January 25, 2013, there was evidence of a recognized environmental condition related to two underground storage tank (“UST”) sites. One 1,000-gallon diesel fuel UST was abandoned in place at the 301 South College Street Property and given a ‘no further action’ status from the North Carolina Department of Environment and Natural Resources. A second 8,000-gallon diesel fuel UST is located onsite and is planned for closure in May of 2013. Documentation was provided that demonstrates that Wells Fargo is the owner of the UST and maintains responsibility for the removal of the UST and any related contamination associated with it. As such, no additional assessment is required.

Market Overview and Competition.  According to the appraisal, the 301 South College Street Property is located at the southeast corner of the intersection of South College Street and Martin Luther King Jr. Drive in the central business district of Charlotte, North Carolina. The 301 South College Street Property is located adjacent to Two Wells Fargo Center and Three Wells Fargo Center, creating a corporate campus in an urban setting. The 301 South College Street Property is also located adjacent to a LYNX light rail station, accessible from the 301 South College Street Property lobby, making it one of only three office buildings in Charlotte with direct light rail access. Further, the 301 South College Street Property is connected to the Overstreet Mall retail corridor, which is a series of second floor walkways and pedestrian bridges traversing the Charlotte central business district. The walkways provide shelter from the weather and access to numerous retailers, office buildings, and hotels. Other nearby attractions within one mile include the Duke Energy Corporate Center and Levine Center for the Arts, the NASCAR Hall of Fame, the Time Warner Cable Arena, Bank of America Stadium and the Charlotte Convention Center. As of November 2012, the unemployment rate for the Charlotte metropolitan statistical area was 9.0%. The 2012 population within the Charlotte metropolitan statistical area was approximately 1.8 million and is expected to grow by 1.9% annually from 2012 to 2016. The estimated 2012 average household income within the Charlotte metropolitan statistical area was $69,255.

According to the appraisal, the 301 South College Street Property is located within the Uptown submarket, which contains approximately 15.4 million square feet of office space, approximately 35.8% of the Charlotte office market inventory. The submarket contains approximately 11.5 million square feet of class A space. As of the third quarter of 2012, the Uptown submarket vacancy was approximately 11.2%. The average vacancy rate for class A+ space (301 South College Street, Duke Energy Center, Bank of America Corporate Center, Hearst Tower, Three Wells Fargo Center, One Bank of America Center and Fifth Third Center) was 4.8%, as of the third quarter of 2012. The rental rate for the Uptown class A submarket is approximately $26.80 per square foot, on a full service gross basis, as of the third quarter of 2012.
 
The following table presents certain information relating to comparable office properties for the 301 South College Street Property:
 
Competitive Set(1)

   
301 South
College Street
(Subject)
 
1 Bank of
America
Center
 
Bank of
America
Corporate
Center
 
Fifth Third
Center
 
Bank of
America Plaza
 
Three Wells
Fargo Center
 
Duke
Energy
Center
Location
 
Charlotte, NC
 
Charlotte, NC
 
Charlotte, NC
 
Charlotte, NC
 
Charlotte, NC
 
Charlotte, NC
 
Charlotte, NC
Distance from Subject
 
--
 
0.3 miles
 
0.4 miles
 
0.2 miles
 
0.2 miles
 
 0.1 miles
 
0.2 miles
Property Type
 
Office
 
Office
 
Office
 
Office
 
Office
 
Office
 
Office
Year Built/Renovated
 
1988/2012
 
2010/NAV
 
1992/NAV
 
1997/NAV
 
1974/1992
 
1999/NAV
 
2010/NAV
Number of Stories
 
42
 
32
 
60
 
30
 
40
 
32
 
48
Total GLA
 
988,646 SF
 
750,000 SF
 
1,118,979 SF
 
682,836 SF
 
866,810 SF
 
930,733 SF
 
1,300,000 SF
Total Occupancy
 
98%
 
100%
 
91%
 
83%
 
91%
 
100%
 
99%
 
(1)  
 Information obtained from the appraisal dated March 5, 2013.

The Borrower.  The borrower is WF Property Owner, L.P., a Delaware limited partnership and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 301 South College Street Loan Combination. The two sponsor entities, which are indirect owners of the borrower, are Starwood Distressed Opportunity Fund IX-1 U.S., L.P. and Starwood Distressed Opportunity Fund IX Global, L.P. (the “301 South College Street Loan Combination Sponsors”), the guarantors of certain nonrecourse carveouts under the 301 South College Street Loan Combination.

The Sponsor.  The 301 South College Street Loan Combination Sponsors are subsidiaries of Starwood Capital Group. Starwood Capital Group has invested over $12.0 billion of equity since 1991 in real estate investments of all types.  As of September 30, 2012, these investments have included over 2,200 hotels, 67,100 multifamily and condominium units, 36.1 million square feet of office, 24.7 million square feet of retail and 10.4 million square feet of industrial 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.
 
 
 

 

301 SOUTH COLLEGE STREET

Escrows.  The loan documents provide for an upfront escrow at closing in the amount of $1,016,861 for taxes. The loan documents provide for monthly deposits in an amount equal to one-twelfth of the real estate taxes that will be payable during the following 12 months ($203,373 currently) and $16,477 for replacement reserves.  The loan documents do not require monthly escrow deposits for insurance provided the following conditions are satisfied: (i) no event of default exists and is continuing; (ii) the liability and casualty policies maintained by the borrower are part of a blanket or umbrella policy approved by the lender; and (iii) the borrower provides the lender with evidence of renewal of the policies and paid receipts for the payment of insurance premiums when due.

Beginning upon the occurrence of a Cash Trap Event Period (as defined below), and provided no event of default exists, caused by a Wells Fargo Lease Expiration Event (as defined below), all excess cash flow will be swept to the Wells Fargo Rollover Reserve account to be used for tenant improvements and leasing commissions relating to the renewal or releasing of the Wells Fargo space. The excess cash flow shall continue to accumulate until an amount equal to $30.00 per square foot of all terminated space or space being vacated.

A “Wells Fargo Lease Expiration Event” shall mean the expiration of the option to renew the Wells Fargo lease on any portion of its space.

Lockbox and Cash Management.  The 301 South College Street Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the tenants be directed to pay their rents directly to such lockbox account.  The loan documents also require that all cash revenues and all other monies received by the borrower or the property manager relating to the 301 South College Street Property be deposited into the lockbox account within one business day of receipt.  Funds are then swept into a cash management account controlled by the servicer and applied in accordance with cash management agreement. Prior to the occurrence of a Cash Trap Event Period, all excess funds on deposit in the lockbox are swept into the borrower’s operating account on a monthly basis.

Upon the occurrence of a Cash Trap Event Period all excess funds on deposit in the lockbox account will be swept to certain restricted accounts, and if an event of default exists, the lender will have the exclusive control of, and the right to withdraw and apply, the funds in the deposit account to payment of any and all debts, liabilities and obligations of the borrower in such order, proportion and priority as the lender may determine in its sole discretion.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default, or (ii) a Wells Fargo Lease Expiration Event. A Cash Trap Event Period will expire upon: (i) in the case of an event of default, the cure of such event of default, or (ii) in the case of a Wells Fargo Lease Expiration Event, the amount of the Wells Fargo Rollover Reserve totals an amount equal to $30.00 per square foot of all terminated space or space being vacated.

Property Management.  The 301 South College Street Property is managed by CK Brokerage Company #2, Limited Partnership, an affiliate of Childress Klein Properties.

Assumption.  The borrower has a four-time right to transfer the 301 South College Street Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates, and similar confirmations with respect to the ratings of any securities backed by the 301 South College Street Companion Loan.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Future mezzanine debt is permitted subject to satisfaction of certain conditions, including: (i) that no event of default has occurred and is continuing; (ii) the holder of the mezzanine debt and any transferees shall satisfy certain financial and/or operational criteria, as outlined in the 301 South College Street Loan Combination documents, or otherwise acceptable to the lender or applicable rating agencies; (iii) an intercreditor agreement in form and substance acceptable to Fitch and Moody’s and reasonably acceptable to the lender; (iv) the NOI debt yield is not less than 10.1%; (v) the aggregate loan-to-value ratio will not be greater than 70.0%; and (vi) mezzanine loan documents are acceptable to Fitch, KBRA and Moody’s and reasonably acceptable to the lender.

Ground Lease.  A portion of the 301 South College Street Property is subject to a ground lease and sub-ground leases. The 301 South College Street borrower owns the fee interest in approximately 91% of the land area and has a sub-sub leasehold interest in the balance of the 301 South College Street Property. The related ground lessor is the North Carolina Railroad Company (a state agency), the lessee/sub-ground lessor is the Norfolk Southern Railway Company, and the sub-ground lessee/sub-sub ground lessor is Southern Region Industry Realty, Inc. The initial ground lease expires on December 31, 2067.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 301 South College Street Property.  The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 

No. 6 – Cheeca Lodge & Spa
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Hospitality
Original Principal Balance:
$85,000,000
 
Specific Property Type:
Full Service
Cut-off Date Principal Balance:
$85,000,000
 
Location:
Islamorada, FL
% of Initial Pool Balance:
5.8%
 
Size(2):
214 rooms
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Room(3):
$397,196
Borrower Name:
NWCL LLC; NWCL RM, LLC
 
Year Built/Renovated:
1946/2009
Sponsor:
Northwood Investors LLC
 
Title Vesting(4):
Fee/Leasehold
Mortgage Rate:
4.150%
 
Property Manager:
Self-managed
Note Date:
May 1, 2013
 
3rd Most Recent Occupancy (As of)(5):
56.7% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of)(5):
69.9% (12/31/2011)
Maturity Date:
May 1, 2023
 
Most Recent Occupancy (As of)(5):
75.2% (12/31/2012)
IO Period:
24 months
 
Current Occupancy (As of)(5):
76.1% (TTM 3/31/2013)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information(6):
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$9,443,469 (12/31/2011)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$9,881,639 (12/31/2012)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of):
$10,366,669 (TTM 3/31/2013)
Lockbox Type:
Soft/Upfront Cash Management
   
Additional Debt:
Yes
 
U/W Revenues:
$34,399,963
Additional Debt Type:
Future Mezzanine
 
U/W Expenses:
$24,047,405
     
U/W NOI:
$10,352,558
     
U/W NCF:
$9,354,136
     
U/W NOI DSCR:
2.09x
Escrows and Reserves(1):
   
U/W NCF DSCR:
1.89x
     
U/W NOI Debt Yield:
12.2%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
11.0%
Taxes
$251,380
$41,896
NAP
 
As-Is Appraised Value(7):
$134,000,000
Insurance
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
April 5, 2013
FF&E
$0
$83,202
NAP
 
Cut-off Date LTV Ratio(7):
63.4%
Seasonality Reserve
$550,000
Springing
   $550,000
 
LTV Ratio at Maturity or ARD:
53.7%
             
 
(1)  
See “Escrows” section.
(2)  
The Cheeca Lodge & Spa property consists of 117 rooms and 97 third party owned condominium units of which 100.0% are enrolled in a rental management program with the borrower.  See “Condo Hotel Units” and “Rental Management Program” below.
(3)  
The Cut-off Date Principal Balance Per Room is based on the total 214 units at the Cheeca Lodge & Spa property.  The Cut-off Date Principal Balance Per Room exclusive of the 97 third party owned units is $726,496.
(4)  
See “Ground Lease” Section.
(5)  
Occupancy percentages include third party owned condominium units.
(6)  
Unless otherwise indicated, all Underwriting and Financial Information includes third party owned condominium units.
(7)  
The “As-Is Appraised Value” excluding the third-party owned condominium units is $107,000,000, resulting in a Cut-off Date LTV Ratio of 79.4%.

The Mortgage Loan. The mortgage loan (the “Cheeca Lodge & Spa Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a resort hotel located in Islamorada, Florida (the “Cheeca Lodge & Spa Property”).  The Cheeca Lodge & Spa Mortgage Loan was originated on May 1, 2013 by Wells Fargo Bank, National Association.  The Cheeca Lodge & Spa Mortgage Loan had an original balance of $85,000,000, has an outstanding balance as of the Cut-off Date of $85,000,000 and accrues interest at an interest rate of 4.150% per annum.  The Cheeca Lodge & Spa 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 for the first 24 payments following origination and thereafter will require payments of principal and interest based on a 30-year amortization schedule.  The Cheeca Lodge & Spa Mortgage Loan matures on May 1, 2023.

Following the lockout period, the borrower has the right to defease the Cheeca Lodge & Spa Mortgage Loan in whole, but not in part, on any date before February 1, 2023.  In addition, the Cheeca Lodge & Spa Mortgage Loan is prepayable without penalty on or after February 1, 2023.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CHEECA LODGE & SPA
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$85,000,000
 
100.0%
 
Loan payoff
$65,000,000
 
76.5%
     
 
 
Reserves
801,380
 
0.9
         
Closing costs
1,095,580
 
1.3
         
Return of equity
18,103,040
 
21.3
Total Sources
$85,000,000
 
100.0%
 
Total Uses
$85,000,000
 
100.0% 
 
The Property.  The Cheeca Lodge & Spa Property is a AAA Four Diamond, independent resort hotel situated on approximately 27.6 acres and is comprised of 214 rooms in 32 buildings located in Islamorada, Florida.  Included in the 214 rooms are 97 condominium units that are owned by third-party owners (the “Condo Hotel Unit” or the “Condo Hotel Units”).  The Condo Hotel Units owners have the option to participate in a rental management program (see “Rental Management Program” below) whereby the borrower may rent the Condo Hotel Units as hotel rooms on behalf of the Condo Hotel Unit owners.  The Cheeca Lodge & Spa Property includes 10 one-story beachfront bungalows, 12 two-story villas, three two-story golf course buildings, one single family home and a recently constructed main lodge.  Approximately 90.0% of the beachfront units are owned by the borrower and secure the Cheeca Lodge & Spa Mortgage Loan.  Amenities at the Cheeca Lodge & Spa Property include approximately 1,200 feet of private beach front, nine-hole Jack Nicklaus par three golf course, spa, two outdoor heated pools, three whirlpools, six tennis courts, two restaurants, sushi bar, lobby bar / lounge, kids club, approximately 525 square foot wooden fishing pier, approximately 2,065 square foot ball room and approximately 5,400 square feet of meeting room space.

The Cheeca Lodge & Spa Property’s guestroom breakdown includes 76 king bed rooms, 73 double queen bed rooms, 59 one-bedroom suites, four two-bedroom suites, one owner’s suite and one presidential suite.  Each guest room features pillow-top beds and down comforters, plasma screen televisions equipped with DVD players and cable, wireless internet service and all units have a balcony (64 of the units also have an exterior Jacuzzi on their balcony) with views of the lagoons and gardens, golf course or the Atlantic Ocean.  Prior to the borrower’s acquisition, the former owner invested approximately $34.0 million between 2003 through 2008 including upgrades to all guest rooms, landscaping and grounds.  Since acquiring the Cheeca Lodge & Spa Property in August 2011, the sponsor invested approximately $1.6 million in upgrades to common area space.

Condo Hotel Units.  The 97 Condo Hotel Units are owned by third party owners unaffiliated with the borrower.  The units are comprised of 43 one-bedroom units, four two-bedroom suites, 43 units located in two separate villas and seven hotel units within the Cheeca Lodge & Spa Property’s main lodge.  The Condo Hotel Unit owners are responsible for the maintenance of their unit and other costs, which would include mortgage payments, insurance, utilities, real estate tax and condominium association fees.  The Condo Hotel Unit owners have no ownership interest in any of their respective buildings or common areas.

Rental Management Program.  Collateral for the Cheeca Lodge & Spa Mortgage Loan includes rental income generated by the borrower’s management of the Condo Hotel Units on behalf of the Condo Hotel Unit owners.  The owners of the Condo Hotel Units have the option of participating in the rental management program through contracts typically ranging between five and 20 years.  The Cheeca Lodge & Spa Property is subject to a zoning ordinance, which prohibits the Condo Hotel Unit owners from inhabiting their unit for more than 28 days per year.  If an owner elects to participate in the rental management program, the Condo Hotel Unit owner may occupy the unit with sufficient advance notice to the borrower for a maximum of 28 days in any calendar year for no rental fee, subject to resort black-out periods.  If a unit owner elects not to participate in the rental management program, and privately rent the Condo Hotel Unit, the unit owner is charged an amenity usage fee (payable to the borrower), which currently averages $312 per day.  Per the rental management agreement, the unit owner is entitled to 50% of all room rental revenues after the following expenses (i) sales, occupancy, bed or resort fees; (ii) an administrative fee of 10% payable to the borrower; and (iii) revenue generated from any source other than room revenues.  As of June 1, 2013, the participation rate of the Condo Hotel Units owners in the rental management program is 100.0% and has been 100.0% since 2007.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CHEECA LODGE & SPA
 
Operating History and Underwritten Net Cash Flow.  The following table represents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Cheeca Lodge & Spa Property:
 
Cash Flow Analysis
 
 
2011
 
2012
 
TTM
3/31/2013
 
U/W
 
U/W $ per
Room(1)
 
Occupancy
69.9%
 
75.2%
 
76.1%
 
76.1%
     
ADR
$350.99
 
$355.86
 
$371.45
 
$372.76
     
RevPAR
$245.43
 
$267.60
 
$282.50
 
$283.49
     
                     
Total Revenue
$32,123,118
 
$33,180,965
 
$34,322,143
 
$34,399,963
 
$160,747
 
Total Department Expenses
11,108,104
 
10,889,480
 
10,935,952
 
10,949,641
 
51,167
 
Gross Operating Profit
$21,015,014
 
$22,291,485
 
$23,386,191
 
$23,450,322
 
$109,581
 
                     
Total Undistributed Expenses
9,643,870
 
10,064,915
 
10,629,955
 
10,708,197
 
50,038
 
    Profit Before Fixed Charges
$11,371,144
 
$12,226,570
 
$12,756,236
 
$12,742,125
 
$59,543
 
                     
Total Fixed Charges
1,927,675
 
2,344,931
 
2,389,567
 
2,389,567
 
11,166
 
                     
Net Operating Income
$9,443,469
 
$9,881,639
 
$10,366,669
 
$10,352,558
 
$48,376
 
FF&E
0
 
0
 
0
 
998,422
 
4,666
 
Net Cash Flow
$9,443,469
 
$9,881,639
 
$10,366,669
 
$9,354,136
 
$43,711
 
                     
NOI DSCR
1.90x
 
1.99x
 
2.09x
 
2.09x
     
NCF DSCR
1.90x
 
1.99x
 
2.09x
 
1.89x
     
NOI DY
11.1%
 
11.6%
 
12.2%
 
12.2%
     
NCF DY
11.1%
 
11.6%
 
12.2%
 
11.0%
     
                     
 
(1)  
Based on 214 rooms.

Appraisal.  As of the appraisal valuation date of April 5, 2013, the Cheeca Lodge & Spa Property had an “as-is” appraised value of $134,000,000.

Environmental Matters.  According to the Phase I environmental assessment dated April 8, 2013, there was no evidence of any recognized environmental conditions at the Cheeca Lodge & Spa Property; however, the Phase I identified residual contamination from vacant offsite gas station as a source of potential vapor encroachment to the employee housing and laundry buildings at the mortgaged property, and recommended Tier 2 non-invasive vapor screening be performed. Some remedial investigation and clean-up has been performed and the Florida Department of Environmental Protection has assigned a low priority for the open case. The environmental consultant estimated the maximum remediation cost to be approximately $74,000. The loan documents require the borrower to perform the recommended testing and any necessary remedial work.

Market Overview and Competition.  The Cheeca Lodge & Spa Property is located on approximately 27.6 acres along the east side of United States Highway 1 (“Highway 1”) in Islamorada, Florida.  Islamorada is accessible via Highway 1 and is located in the Middle Florida Keys (the “Middle Keys”), which is situated between Miami to the north and Key West to the south.  The Middle Keys are popular due to the coral reefs in the area.  Located approximately 5.7 miles north of the Cheeca Lodge & Spa Property, the John Penekamp Coral Reef State Park is the first underwater state park in the United States.  Islamorada is approximately 67.0 miles south of Miami and caters to seasonal international travelers or weekend travelers from the tri-county area of Miami-Dade, Broward and Palm Beach Counties.  Promoted as the “Sport Fishing Capital of the World,” Islamorada draws tourists for sport fishing, diving and boating as well as other water sports.

The following table presents certain information relating to the Cheeca Lodge & Spa Property’s competitive set:

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

 
 
Competitive Set
 
Cheeca Lodge & Spa
 
Penetration Factor
 
Year
Occupancy
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
2/28/2013 TTM
79.5%
$269.36
 
$214.07
 
76.8%
 
$358.63
 
$275.26
 
96.6%
 
133.1%
 
128.6%
 
2/28/2012 TTM
78.4%
$251.69
 
$197.27
 
70.2%
 
$348.86
 
$244.89
 
89.6%
 
138.6%
 
124.1%
 
2/28/2011 TTM
74.7%
$227.20
 
$169.66
 
57.0%
 
$338.50
 
$192.92
 
76.3%
 
149.0%
 
113.7%
 
 
(1)  
Information obtained from a third party hospitality research report dated March 19, 2013.
 
The Borrower.  The borrower consists of NWCL LLC and NWCL RM, LLC, both Delaware limited liability companies and single purpose entities, each with two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Cheeca Lodge & Spa Mortgage Loan.  Northwood Real Estate Partners TE (AIV 1) LP and Northwood Real Estate Partners LP, both owned and controlled by the sponsor are the guarantors of certain nonrecourse carveouts under the Cheeca Lodge & Spa Mortgage Loan.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CHEECA LODGE & SPA
 
The Sponsor.  The sponsor is Northwood Investors LLC (“Northwood”), a privately held institutional investment advisor that was founded in 2006 by John Kukral, the former President and CEO of Blackstone Real Estate Advisors.  Northwood raised approximately $2.8 billion since inception and has over $700.0 million of equity invested in hospitality related transactions including The New York Palace Hotel, The Revere Hotel in Boston and Parrot Key Hotel in Key West, Florida.

Escrows.  The loan documents provide for upfront reserves in the amount of $251,380 for real estate taxes and $550,000 for a seasonality reserve.  The loan documents also provide for ongoing monthly reserves in the amount of $41,896 for real estate taxes and an ongoing monthly FF&E reserve equal to 4.0% of operating income (excluding the total room revenue from the Condo Hotel Units) for the most recent calendar month. Ongoing monthly reserves for insurance are not required as long as the following conditions are satisfied: (i) no event of default exists and is continuing; (ii) a blanket insurance policy is in full force and effect in accordance with the loan documents; (iii) borrower provides the lender with evidence of renewal of the policies and paid receipts for the payment of insurance premiums when due; and (iv) at the end of any calendar quarter, the Cheeca Lodge & Spa Property’s net cash flow (as defined in the loan documents) for the immediately preceding 12 months is $11,000,000 or higher.  If at any time the seasonality reserve is less than $550,000 and the Cheeca Lodge & Spa Property’s net cash flow (as defined in the loan documents) is less than $11,000,000, then on each monthly payment date thereafter, the borrower will be required to deposit all excess cash flow up to $75,000 a month into the seasonality reserve until the total balance of the reserve is equal to $550,000.

Lockbox and Cash Management.  The Cheeca Lodge & Spa Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct the manager to deliver all receipts payable with respect to Cheeca Lodge & Spa Property directly into the lockbox account.  The loan documents also require that all revenues received by the borrower or the property manager be deposited into the lockbox account within one business days of receipt.  Other than during a Cash Trap Event Period (as defined below), all excess funds on deposit are disbursed to the borrower.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the debt yield being less than 8.25% as of the last day of each calendar quarter during the loan term.  A Cash Trap Event Period will expire, with regard to the circumstances in clause (i), upon the cure of such event of default, or with regard to the circumstances in clause (ii), upon the date that the debt yield ratio is greater than 8.50% for two consecutive calendar quarters.
 
Property Management.  The Cheeca Lodge & Spa Property is managed by an affiliate of the borrower.

Assumption.  The borrower has a two-time right to transfer the Cheeca Lodge & Spa Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  There is no existing mezzanine debt related to the Cheeca Lodge & Spa Mortgage Loan, however future mezzanine debt is permitted subject to satisfaction of certain conditions, including (i) no event of default has occurred and is continuing; (ii) the lender receives no less than 30 days’ prior written notice; (iii) an intercreditor agreement in form and substance acceptable Fitch, KBRA and Moody’s and reasonably acceptable to the lender; (iv) the combined loan-to-value ratio is equal to or less than 65.0%; (v) the aggregate debt yield is not less than 10.0%; (vi) if the permitted mezzanine debt has a floating interest rate, then immediately after closing the combined debt service coverage ratio will be at least 1.25x; and (vii) delivery of mezzanine loan documents acceptable to Fitch, KBRA and Moody’s and reasonably acceptable to the lender.
 
Preferred Equity. The borrower is permitted to grant preferred equity rights subject to certain conditions, including (i) no event of default has occurred and is continuing; (ii) the combined loan-to-value ratio is equal to or less than 65.0%; (iii) the aggregate debt yield is not less than 10.0%; (iv) the preferred equity holder will satisfy certain qualified institutional lender criteria (as defined in the loan documents); (v) the preferred equity holder will execute documents acceptable to lender including prohibiting against (a) distributions during any Cash Trap Period or during an event of default; (b) changes of control in the borrower or the property without lender’s approval; and (c) if requested by lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.

Ground Lease.  A portion of the Cheeca Lodge & Spa Property is leased by the borrower pursuant to a submerged lands lease with the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida.  The land demised under the submerged land lease is surrounding the pier and totals approximately 22,914 square feet.  The submerged land lease expires on December 13, 2016 with a renewal option at the lessor’s option and the annual rental payments are 6.0% of income generated by the leased area. As of the trailing 12 months ending March 2013, the annual payment was $93,092.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 
 

 
 
CHEECA LODGE & SPA
 
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Cheeca Lodge & Spa Property; provided however, that the borrower will not be required to spend more than 200% of the costs for a stand-alone policy for terrorism insurance immediately prior to the date TRIPRA or similar government backstop is no longer in effect.  The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

Windstorm Insurance.  The loan documents require excess windstorm insurance and/or an excess windstorm letter of credit for coverage that includes named storms, acceptable to the lender and not less than an amount equal to (i) the maximum available per building under the State of Florida wind program; and (ii) excess wind coverage limits of not less than $54.0 million for the Cheeca Lodge & Spa Property, which will include loss of rents and/or business interruption, with a deductible for the windstorm insurance not greater than five percent of the total insurable value of the Cheeca Lodge & Spa Property; provided, however, that the borrower is permitted to provide less than $54.0 million in excess wind coverage if such coverage is not available at commercially reasonable rates so as long as the borrower provides a letter of credit in an amount which when aggregated with the excess wind coverage equals $54.0 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.
 
 
 

 

No. 7 - Cumberland Mall
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance(1):
$70,000,000
 
Specific Property Type:
Regional Mall
Cut-off Date Principal Balance(1):
$70,000,000
 
Location:
Atlanta, GA
% of Initial Pool Balance:
4.8%
 
Size(3):
541,527 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per SF(1):
$295.46
Borrower Name:
Cumberland Mall, LLC
 
Year Built/Renovated:
1973/2006
Sponsor:
GGPLP Real Estate, Inc.
 
Title Vesting:
Fee
Mortgage Rate:
3.670%
 
Property Manager:
Self-managed
Note Date:
April 26, 2013
 
3rd Most Recent Occupancy (As of)(4):
93.4% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of)(4):
93.2% (12/31/2011)
Maturity Date:
May 1, 2023
 
Most Recent Occupancy (As of)(4):
95.4% (12/31/2012)
IO Period:
120 months
 
Current Occupancy (As of)(4):
94.0% (2/28/2013)
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):
$14,487,727 (12/31/2011)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$15,587,514 (12/31/2012)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of):
$15,670,560 (TTM 2/28/2013)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt(1):
Yes
 
U/W Revenues:
$21,794,267
Additional Debt Type(1):
Pari Passu and Future Mezzanine
 
U/W Expenses:
$6,312,264
     
U/W NOI:
$15,482,004
     
U/W NCF:
$14,834,376
     
U/W NOI DSCR(1):
2.60x
Escrows and Reserves(2):
   
U/W NCF DSCR(1):
2.49x
     
U/W NOI Debt Yield(1):
9.7%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield(1):
9.3%
Taxes
$0
Springing
NAP
 
As-Is Appraised Value:
$254,000,000
Insurance
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
April 12, 2013
Replacement Reserves
$0
Springing
$135,382
 
Cut-off Date LTV Ratio(1):
63.0%
TI/LC Reserve
$0
Springing
$394,118
 
LTV Ratio at Maturity or ARD(1):
63.0%
             
 
(1)  
The Cumberland Mall Loan Combination, totalling $160,000,000, is comprised of two pari passu notes (Notes A-1 and A-2).  Note A-2 had an original balance of $70,000,000, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and will be contributed to the WFRBS 2013-C14 Trust.  Note A-1 had an original balance of $90,000,000 and is expected to be contributed to a future trust.  All presented statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios, and debt yields are based on the Cumberland Mall Loan Combination.
(2)  
See “Escrows” section.
(3)  
The total square footage includes one space totalling 147,409 square feet which is occupied by Costco, which owns its own improvements and is on a ground lease.
(4)  
Historical and current occupancy includes temporary and seasonal tenants. For the trailing 12-month period ending February 28, 2013, the average occupancy, exclusive of these tenants, was 85.7%.

The Mortgage Loan.  The mortgage loan (the “Cumberland Mall Loan Combination”) is evidenced by two pari passu notes (Note A-1 and Note A-2) secured by a first mortgage encumbering a regional mall located in Atlanta, Georgia (the “Cumberland Mall Property”). The Cumberland Mall Loan Combination was originated on April 26, 2013 by The Royal Bank of Scotland. The Cumberland Mall Loan Combination had an original principal balance of $160,000,000, has an outstanding principal balance as of the Cut-off Date of $160,000,000 and accrues interest at an interest rate of 3.670% per annum.  The Cumberland Mall 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 Cumberland Mall Loan Combination. The Cumberland Mall Loan Combination matures on May 1, 2023.

Note A-2, which represents the non-controlling interest in the Cumberland Mall Loan Combination and will be contributed to the WFRBS 2013-C14 Trust, had an original principal balance of $70,000,000 and has an outstanding principal balance as of the Cut-off Date of $70,000,000. Note A-1 had an original principal balance of $90,000,000, is expected to be contributed to a future trust, and represents the controlling interest in the Cumberland Mall Loan Combination (the “Cumberland Mall Companion Loan”).
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CUMBERLAND MALL
 
Following the lockout period, the borrower will have the right to defease the Cumberland Mall Loan Combination in whole, but not in part, on any due date before February 1, 2023. In addition, the Cumberland Mall Loan Combination is prepayable without penalty on or after February 1, 2023.
 
Sources and Uses

Sources
       
Uses
     
Original loan combination amount
$160,000,000
 
100.0%
 
Return of equity(1)
$159,554,512
  99.7
%
         
Closing costs
445,488
  0.3
 
                 
Total Sources
$160,000,000
 
100.0%
 
Total Uses
$160,000,000
  100.0
%
 
(1)  
The proceeds from the Cumberland Mall Loan Combination were used to recapitalize the sponsor’s investment in the Cumberland Mall Property, which was unencumbered from March 2013, when the sponsor paid off a $100 million first mortgage loan until origination of the Cumberland Mall Loan Combination.
 
The Property.  The Cumberland Mall Property is an approximately 1.0 million square foot, two-level regional mall located approximately 10 miles northwest of the central business district of Atlanta, Georgia.  The collateral for the Cumberland Mall Loan Combination consists of 541,527 square feet of the approximately 1.0 million square foot mall. The Cumberland Mall Property is anchored by Macys and Sears (neither of which is part of the collateral) and Costco, Forever 21 and H&M.  The Cumberland Mall Property was built in 1973 and was renovated and expanded in 2006.  As of February 28, 2013, the Cumberland Mall Property was 85.7% occupied by approximately 88 tenants, excluding seasonal and temporary tenants, and 94.0% leased including seasonal and temporary tenants. In-line stores include Victorias Secret, Express, New York & Company, Charlotte Russe, Foot Locker, Aeropostale and Vans, among others. The Cumberland Mall Property contains 3,672 surface and garage parking spaces reflecting a parking ratio of 3.53 spaces per 1,000 square feet of gross rentable area.

The following table presents certain information relating to the tenancies at the Cumberland Mall 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  - Not Part of Collateral
                   
Macy’s
BBB/Baa3/BBB
 
278,000
    ANCHOR OWNED - NOT PART OF THE COLLATERAL    
Sears
B/B3/CCC+
 
222,575
    ANCHOR OWNED - NOT PART OF THE COLLATERAL    
             
Anchor Tenants - Collateral
         
Costco(5)
A+/A1/A+
 
147,409
27.2%
$6.92
 
$1,020,800
8.2%
NAV
NAV
11/30/2026
Forever 21
NR/NR/NR
 
25,748
4.8%
$24.64
 
$634,413
5.1%
$176
15.6%
1/31/2019
H&M
NR/NR/NR
 
24,655
4.6%
$24.63
 
$607,254
4.9%
$270
9.1%
1/31/2020
Total Anchor Tenants - Collateral
 
197,812
36.5%
$11.44
 
$2,262,467
18.2%
 
   
                 
Major Tenants - Collateral
               
Maggiano’s Little Italy
NR/NR/NR
 
16,375
3.0%
$27.50
 
$450,312
3.6%
$434
8.6%
11/30/2016
The Cheesecake Factory
NR/NR/NR
 
11,112
2.1%
$35.00
 
$388,920
3.1%
$866
5.3%
1/31/2027
DSW Shoe Warehouse
NR/Ba1/BBB-
 
14,664
2.7%
$20.00
 
$293,280
2.4%
$327
11.7%
1/31/2019
Total Major Tenants - Collateral
 
42,151
7.8%
$26.87
 
$1,132,512
9.1%
     
                       
Non-Major Tenants - Collateral
 
224,299
41.4%
$40.27
 
$9,031,550
72.7%
     
                       
Occupied Collateral Total(6)
 
464,262
85.7%
$26.77
 
$12,426,529
100.0%
     
                       
Vacant Space
   
77,265
14.3%
             
                       
Collateral Total
 
541,527
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 December 2013.
(3)  
Sales and occupancy costs are for the trailing 12-month period ending February 28, 2013.
(4)  
Occupancy costs include base rent, reimbursements and percentage rent, as applicable.
(5)  
Costco owns its own improvements and is the lessee under a ground lease with the borrower.
(6)  
Occupancy excludes temporary and seasonal tenants. For the trailing 12-month period ending February 28, 2013, the average occupancy, inclusive of these tenants, was 94.0%.

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

 
 
CUMBERLAND MALL

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

Historical Sales (PSF) and Occupancy Costs(1)

Tenant Name
2010
2011
2012
TTM
Costco
NAV
NAV
NAV
NAV
Forever 21
$155
$185
$172
$176
H&M
$213
$254
$272
$270
Maggiano’s Little Italy
$383
$419
$436
$434
DSW Shoe Warehouse
$262
$293
$320
$327
Cheesecake Factory
$754
$831
$864
$866
Victoria’s Secret
$393
$443
$447
$456
Body Central
$208
$225
$191
$190
         
Total In-line (<10,000 square feet)(2)
$381
$419
$446
$446
Occupancy Costs
13.6%
13.0%
13.4%
13.3%
 
(1)  
Historical Sales (PSF) is based on historical statements provided by the borrower.
(2)  
Represents tenants less than 10,000 square feet who reported sales for two years prior to the trailing 12-month reporting period.

The following table presents certain information relating to the lease rollover schedule at the Cumberland 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
2
7,641
1.4%
7,641
1.4%
$264,055
$34.56  
2013
4
7,927
1.5%
15,568
2.9%
$407,633
$51.42  
2014
11
23,621
4.4%
39,189
7.2%
$865,378
$36.64  
2015
15
29,137
5.4%
68,326
12.6%
$1,329,875
$45.64  
2016
12
59,946
11.1%
128,272
23.7%
$1,967,031
$32.81  
2017
4
8,933
1.6%
137,205
25.3%
$504,553
$56.48  
2018
11
35,932
6.6%
173,137
32.0%
$1,208,848
$33.64  
2019
7
51,227
9.5%
224,364
41.4%
$1,432,274
$27.96  
2020
5
36,153
6.7%
260,517
48.1%
$1,133,835
$31.36  
2021
2
6,064
1.1%
266,581
49.2%
$271,438
$44.76  
2022
6
14,908
2.8%
281,489
52.0%
$542,924
$36.42  
2023
7
24,252
4.5%
305,741
56.5%
$1,088,965
$44.90  
Thereafter
2
158,521
29.3%
464,262
85.7%
$1,409,720
$8.89  
Vacant(4)
0
77,265
14.3%
541,527
100.0%
$0
$0.00  
Total/Weighted Average
88
541,527
100.0%
   
$12,426,529
$26.77  
 
(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)  
Annual U/W Base Rent PSF excludes vacant space.
(4)  
Occupancy excludes temporary and seasonal tenants. For the trailing 12-month period ending February 28, 2013, the average occupancy, inclusive of these tenants, was 94.0%.

The following table presents historical occupancy percentages at the Cumberland Mall Property:
 
Historical Occupancy(1)(2)
 
12/31/2010
 
12/31/2011
 
12/31/2012
 
2/28/2013
93.4%
 
93.2%
 
95.4%
 
94.0%
 
(1)  
Information obtained from the borrower.
(2)  
Occupancy includes temporary and 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.
 
 
 

 
 
CUMBERLAND MALL
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Cumberland Mall Property:
 
 
Cash Flow Analysis
 
   
2011
 
2012
 
TTM
2/28/2013
 
U/W
 
U/W $ per SF
 
Base Rent
 
$10,960,506
 
$11,973,064
 
$11,869,409
 
$11,792,116
 
$21.78
 
Grossed Up Vacant Space
 
0
 
0
 
0
 
3,398,644
 
6.28
 
Percentage Rent
 
663,605
 
430,941
 
598,337
 
1,195,701(1)
 
2.21
 
Total Reimbursables
 
5,342,075
 
5,926,930
 
5,972,110
 
5,598,237
 
10.34
 
Other Income
 
2,921,125
 
3,155,590
 
3,208,213
 
3,208,213
 
5.92
 
Less Vacancy & Credit Loss
 
(49,718)
 
(53,716)
 
(54,120)
 
(3,398,644)(2)
 
(6.28)
 
Effective Gross Income
 
$19,837,593
 
$21,432,809
 
$21,593,949
 
$21,794,267
 
$40.25
 
                       
Total Operating Expenses
 
$5,349,866
 
$5,845,295
 
$5,923,389
 
$6,312,264
 
$11.66
 
                       
 Net Operating Income
 
$14,487,727
 
$15,587,514
 
$15,670,560
 
$15,482,004
 
$28.59
 
TI/LC
 
0
 
0
 
0
 
539,322
 
1.00
 
Capital Expenditures
 
0
 
0
 
0
 
108,305
 
0.20
 
 Net Cash Flow
 
$14,487,727
 
$15,587,514
 
$15,670,560
 
$14,834,376
 
$27.39
 
                       
NOI DSCR(3)
 
2.43x
 
2.62x
 
2.63x
 
2.60x
     
NCF DSCR(3)
 
2.43x
 
2.62x
 
2.63x
 
2.49x
     
NOI DY(3)
 
9.1%
 
9.7%
 
9.8%
 
9.7%
     
NCF DY(3)
 
9.1%
 
9.7%
 
9.8%
 
9.3%
     
 
(1)  
Percentage Rent includes $994,174 of percentage rent in lieu of base rent and $201,527 of percentage overage rent.
(2)  
The underwritten economic vacancy is 14.2%. The Cumberland Mall Property was 85.7% physically occupied exclusive of seasonal and temporary tenants and 94.0% physically occupied inclusive of seasonal and temporary tenants as of February 28, 2013.
(3)  
DSCRs and debt yields are based on the Cumberland Mall Loan Combination on an aggregate basis.

Appraisal.  As of the appraisal valuation date of April 12, 2013, the Cumberland Mall Property had an “as-is” appraised value of $254,000,000.
 
Environmental Matters.  According to a Phase I environmental site assessment dated April 18, 2013, there was evidence of a recognized environmental condition at the Cumberland Mall Property related to one 550-gallon underground storage tank (UST) and three 10,000 gallon USTs which had earlier been removed.  No further action was recommended other than ongoing monitoring.
 
Market Overview and Competition.  The Cumberland Mall Property is located at the southwestern quadrant of Cobb Parkway and Interstate 285 in Atlanta, Georgia, approximately 10 miles northwest of the Atlanta central business district. The Cumberland Mall Property is located across from the Cobb Galleria Centre, which hosts over 350,000 visitors a year.  The Cobb Galleria Centre is connected to the Cumberland Mall Property via a covered walkway that crosses over Cobb Parkway.  Atlanta has the United States’ third largest concentration of Fortune 500 companies and 75% of Fortune 1000 companies have a presence in the metropolitan area.  Fortune 500 companies headquartered in Atlanta include The Home Depot, UPS, Coca-Cola, Delta Air Lines and nine others.  Atlanta is one of five United States cities served by three major interstate highways: Interstate 75, Interstate 85 and Interstate 20.  According to the appraisal, the Cumberland Mall Property has a primary trade area that encompasses 26 zip codes within the Atlanta metropolitan statistical area.  Per the appraisal, 2012 population and average household income for the trade area were reported at 820,248 and $80,209, respectively.  In addition, 21.5% of Atlanta households have annual incomes of $100,000 or more.

The appraiser estimated market rent for in-line suites under 10,000 square feet to be $35.26 per square foot on a modified gross basis and used an estimate of $25.00 for in-line suites over 10,000 square feet on a full service gross basis. Additionally, based on an average of comparable properties, the appraiser estimated the local market vacancy rate to be 5.0% within a 20-mile radius.

The following table presents certain information relating to some comparable retail centers provided in the appraisal for the Cumberland Mall Property:
 
Competitive Set(1)
 
 
Cumberland Mall
(Subject)
Town Center at Cobb
Arbor Place
Perimeter Mall
Lenox Square
Market
Atlanta, GA
Kennesaw, GA
Douglasville, GA
Atlanta, GA
Atlanta, GA
Distance from Subject
--
12.7 miles
24.5 miles
9.8 miles
22.8 miles
Property Type
Regional Mall
Regional Mall
Regional Mall
Regional Mall
Regional Mall
Year Built/Renovated
1973/2006
1986/1998
1999/NAV
1971/2000
1959/2007
Anchors
Macy’s, Sears, Costco, Forever 21, H&M
Macy’s, Belk, JC Penney, Sears
Dillard’s, Belk, Macy’s, Sears, JC Penney
Macy’s, Dillard’s, Nordstrom, Von Maur
Macy’s, Bloomingdales, Neiman Marcus
Total GLA
1,041,203 SF
1,276,000 SF
1,163,340 SF
1,574,000 SF
1,556,000 SF
Total Occupancy
94%
97%
97%
97%
100%
 
(1)  
Information obtained from the borrower’s rent roll and the appraisal dated April 12, 2013.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CUMBERLAND MALL
 
The Borrower.  The borrower is Cumberland Mall, LLC, a Delaware limited liability company, a single purpose entity with two independent managers.  The borrower is 100% owned by GGPLP Real Estate, Inc. (“GGPLP Real Estate”).  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Cumberland Mall Mortgage Loan.

The Sponsor.  The sponsor is GGPLP Real Estate, which is 100% owned by GGP Limited Partnership, a wholly owned subsidiary of General Growth Properties, Inc. (“GGP”).  GGP is a publically traded REIT that had total assets of approximately $27.4 billion as of September 30, 2012 according to GGP’s 10-Q.  Over the same time period, GGP’s portfolio had sales of $543 per square foot for comparable tenants with less than 10,000 square feet.  GGP entered Chapter 11 bankruptcy proceedings in April 2009 and emerged from bankruptcy protection in November 2010.

Escrows.  No monthly tax escrow is required so long as no Cash Management Period (as defined below) has occurred and is continuing under the Cumberland Mall Loan Combination.  No monthly insurance escrow is required so long as (i) no Cash Management Period has occurred and is continuing under the Cumberland Mall Loan Combination, and (ii) the insurance required to be maintained by the borrower is effected under an acceptable blanket insurance policy. No monthly replacement reserve or tenant improvement and leasing commissions reserves are required so long as no Cash Management Period has occurred and is continuing.  However, GGPLP Real Estate has entered into a separate guaranty agreement in favor of the lender pursuant to which GGPLP Real Estate guarantees certain upcoming tenant improvement and leasing costs in the amount of $832,305.

Lockbox and Cash Management.  The Cumberland Mall Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay their rents directly to such lockbox account.  The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business days after receipt.  Prior to the occurrence of a Cash Management Period (as defined below) all funds on deposit in the lockbox account are swept into the property manager’s operating account on a daily basis. During a Cash Management Period, all funds on deposit in the lockbox account are swept on a daily basis to a cash management account under the control of the lender.
 
A “Cash Management Period” will commence upon either of the following events occurring: (i) the occurrence of an event of default, and (ii) the debt service coverage ratio falling below 1.50x as of the end of any calendar quarter.  A Cash Management Period will end with respect to the matters described in clause (i) above, when such event of default has been cured, and with respect to the matters described in clause (ii) above, when a debt service coverage ratio of at least 1.50x has been achieved for two consecutive calendar quarters.

Property Management.  The Cumberland Mall Property is managed by an affiliate of the borrower.
 
Assumption.  The borrower has the right to transfer the Cumberland Mall Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including: (i) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; (ii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates; and (iii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing.

Partial Release. The borrower may obtain a release of certain immaterial, non-income producing portions of the Cumberland Mall Property from the lien of the mortgage upon the satisfaction of certain conditions including but not limited to: (i) no event of default will have occurred and be continuing; (ii) the parcel to be released will be an Acquired Expansion Parcel (as defined below) or will be vacant, non-income-producing and unimproved; (iii) borrower must deliver written evidence to the lender that release will not diminish the value of the remaining property as collateral for the Cumberland Mall Loan Combination; and (iv) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial defeasance.

An “Acquired Expansion Parcel” is a parcel of land that the borrower may acquire as additional collateral for the Cumberland Mall Loan Combination subject to customary conditions set forth in the loan documents, including but not limited to: (i) no event of default has occurred and is continuing; (ii) the borrower has delivered to the lender a copy of the deed or ground lease conveying the borrower’s ownership interest in the expansion parcel; (iii) the borrower must have paid all reasonable out-of-pocket costs and expenses incurred by the lender in connection with the acquisition of the expansion parcel; and (iv) the guarantor will deliver to the lender a reaffirmation of its obligations under the related guaranty agreement under the Cumberland Mall Loan Combination.

Real Estate Substitution. The borrower may obtain a release of one or more portions of the Cumberland Mall Property and acquire a corresponding substitute portion of the Cumberland Mall Property upon the satisfaction of certain conditions including but not limited to: (i) no event of default will have occurred and be continuing; (ii) the exchanged parcel will be an Acquired Expansion Parcel or will be vacant, non-income-producing and unimproved; (iii) not less than thirty days prior to date of substitution, the borrower will deliver to the lender a notice setting forth evidence that the exchanged parcel will not diminish the value of the Cumberland Mall Property as collateral for the loan or otherwise cause any material adverse effect; and (iv) the borrower will ensure that the lender receives all third party reports required under the loan documents and that substitution will not cause collateral for the loan to be non-compliant in regards to zoning or insurance requirements.

Subordinate and Mezzanine Indebtedness.  The borrower has the right to incur mezzanine financing subject to the lender’s approval and other customary conditions including: (i) no event of default has occurred and is continuing; (ii) the loan-to-value ratio including all debt is not greater than 63.0%; (iii) the debt service coverage ratio including all debt is not less than 2.47x; (iv) the execution of an intercreditor agreement acceptable to the lender; and (v) receipt of rating agency confirmation from Fitch, KBRA and Moody’s that the mezzanine financing will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.
 
Ground Lease.  None.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
CUMBERLAND MALL
 
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for damage from terrorism in an amount equal to the full replacement cost of the Cumberland Mall Property as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with an extended period of indemnity of at least six months.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 

No. 8 – 100 & 150 South Wacker Drive
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Office
Original Principal Balance(1):
$69,000,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance(1):
$69,000,000
 
Location:
Chicago, IL
% of Initial Pool Balance:
4.7%
 
Size:
1,095,653 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF(1):
$127.78
Borrower Name:
MJH Wacker LLC
 
Year Built/Renovated(3):
Various/2008
Sponsor:
Marvin J. Herb
 
Title Vesting:
Fee
Mortgage Rate:
3.963%
 
Property Manager:
Lincoln Property Company
Commercial, Inc.
Note Date:
April 30, 2013
 
3rd Most Recent Occupancy (As of):
83.7% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
82.4% (12/31/2011)
Maturity Date:
May 1, 2023
 
Most Recent Occupancy (As of):
81.0% (12/31/2012)
IO Period:
60 months
 
Current Occupancy (As of):
82.0% (4/23/2013)
Loan Term (Original):
120 months
   
Seasoning:
1 month
   
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
Underwriting and Financial Information:
Interest Accrual Method:
Actual/360
     
Call Protection:
L(25),D(91),O(4)
 
3rd Most Recent NOI (As of):
$15,168,135 (12/31/2010)
Lockbox Type:
Hard/Upfront Cash Management
 
2nd Most Recent NOI (As of):
$12,883,576 (12/31/2011)
Additional Debt(1):
Yes
 
Most Recent NOI (As of):
$13,807,366 (12/31/2012)
Additional Debt Type(1):
Pari Passu
     
     
U/W Revenues:
$29,126,843
     
U/W Expenses:
$14,089,796
         
U/W NOI(4):
$15,037,047
Escrows and Reserves(2):
       
U/W NCF:
$12,470,882
         
U/W NOI DSCR(1):
1.88x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF DSCR(1):
1.56x
Taxes
$2,018,032
$543,317
NAP
 
U/W NOI Debt Yield(1):
10.7%
Insurance
$60,425
$6,042
NAP
 
U/W NCF Debt Yield(1):
8.9%
Replacement Reserves
$0
$18,261
NAP
 
As-Is Appraised Value:
$211,000,000
TI/LC
$0
$100,000
$5,000,000
 
As-Is Appraisal Valuation Date:
March 14, 2013
Tenant Specific TI/LC Reserve
$885,587
$0
NAP
 
Cut-off Date LTV Ratio(1):
66.4%
Rent Concession Reserve
$394,933
$0
NAP
 
LTV Ratio at Maturity or ARD(1):
60.2%
 
(1)  
The 100 & 150 South Wacker Drive Loan Combination, totalling $140,000,000, is comprised of two pari passu notes (Notes A-1 and A-2).  Note A-2 had an original balance of $69,000,000, has an outstanding principal balance as of the Cut-off Date of $69,000,000 and will be contributed to the WFRBS 2013-C14 Trust.  Note A-1 had an original balance of $71,000,000 and is expected to be contributed to a future trust.  All presented statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios, and debt yields are based on the 100 & 150 South Wacker Drive Loan Combination.
(2)  
See “Escrows” section.
(3)  
The 100 South Wacker Drive property was built in 1961 and the 150 South Wacker Drive property was built in 1971.
(4)  
See “Cash Flow Analysis” section.
 
The Mortgage Loan.  The mortgage loan (the “100 & 150 South Wacker Drive Loan Combination”) is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering two adjacent office buildings located in the central business district of Chicago, Illinois (the “100 & 150 South Wacker Drive Property”).  The 100 & 150 South Wacker Drive Loan Combination was originated on April 30, 2013 by Wells Fargo Bank, National Association.  The 100 & 150 South Wacker Drive Loan Combination had an original balance of $140,000,000, has an outstanding principal balance as of the Cut-off Date of $140,000,000 and accrues interest at an interest rate of 3.963% per annum.  The 100 & 150 South Wacker Drive 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 for the first 60 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The 100 & 150 South Wacker Drive Loan Combination matures on May 1, 2023.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
100 & 150 SOUTH WACKER DRIVE
 
Note A-2, which will be contributed to the WFRBS 2013-C14 Trust, had an original principal balance of $69,000,000 and has an outstanding principal balance as of the Cut-off Date of $69,000,000. Note A-1 had an original principal balance of $71,000,000, is expected to be securitized in a future trust and will represent the controlling interest in the 100 & 150 South Wacker Drive Loan Combination (the “100 & 150 South Wacker Drive Companion Loan”).

Following the lockout period, the borrower has the right to defease the 100 & 150 South Wacker Drive Loan Combination in whole, but not in part, on any date before February 1, 2023.  In addition, the 100 & 150 South Wacker Drive Loan Combination is prepayable without penalty on or after February 1, 2023.

Sources and Uses

Sources
       
Uses
     
Original loan combination amount
$140,000,000
 
100.0%
 
Loan payoff
$95,249,568
 
68.0%
         
Reserves
3,358,977
 
2.4
         
Closing costs
745,159
 
0.5
         
Return of equity
40,646,296
 
29.0
Total Sources
$140,000,000
     100.0%
 
Total Uses
$140,000,000
 
100.0%   

The Property.  The 100 & 150 South Wacker Drive Property consists of two adjacent office buildings totaling approximately 1,095,653 square feet situated on 1.9 acres and connected by an underground walkway located in the central business district of Chicago, Illinois.  The 100 South Wacker Drive property is a 21-story building that was constructed in 1961 and renovated in 2008 and the 150 South Wacker Drive property is a 32-story building that was constructed in 1971 and renovated in 2008.  Ground floor retail includes a 10,410 square foot restaurant, South Branch, which provides indoor and outdoor seating along the Chicago River, as well as a Starbucks, Potbelly’s Sandwich Works and a Charles Schwab branch.  The 100 South Wacker Drive building and 150 South Wacker Drive building share a landscaped approximately 38,000 square foot plaza that stretches from Wacker Drive to the Chicago River.  The tenants located on the west side of the buildings have panoramic views of the Chicago River and tenants located on the upper floors have views of Chicago’s central business district.  As of April 23, 2013, the 100 & 150 South Wacker Drive Property was 82.0% leased to 98 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.
 
 
 

 
 
100 & 150 SOUTH WACKER DRIVE
 
The following table presents certain information relating to the tenancies at the 100 & 150 South Wacker Drive 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
         
 NYSE Euronext
NR/A3/A-
73,552
6.7%
$21.85
$1,607,244
9.1%
5/31/2014
 URS Corporation
NR/Baa3/BBB-
60,938
5.6%
$20.52
$1,250,370
7.1%
12/31/2017(2)
 ConvergEx
NR/NR/NR
50,820
4.6%
$16.22
$824,464
4.7%
Various(3)
 Greeley and Hansen
NR/NR/NR
36,583
3.3%
$21.64
$791,743
4.5%
5/31/2022(4)(5)
 Strayer University
NR/NR/NR
22,646
2.1%
$24.40
$552,671
3.1%
7/31/2022
 Charles Schwab
A/A2/A
34,142
3.1%
$16.13
$550,705(6)
3.1%
12/31/2018(7)
 Golub Capital
NR/NR/NR
26,319
2.4%
$20.73
$545,539
3.1%
7/31/2019
 Total Major Tenants
305,000
27.8%
$20.07
$6,122,737
34.8%
 
               
 Non-Major Tenants
 
593,961
54.2%
$19.35
$11,493,233
65.2%
 
               
 Occupied Collateral Total
 
898,961
82.0%
$19.60
$17,615,970
100.0%
 
               
 Vacant Space
 
196,692
18.0%
       
               
 Collateral Total
 
1,095,653
100.0%
       
               
 
(1)  
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)  
URS Corporation may terminate its lease on December 31, 2014 upon providing 12 months written notice and a payment of all unamortized tenant improvement and leasing commission costs.
(3)  
ConvergEx leases seven spaces; 49,540 square feet with an Annual U/W Base Rent of $15.97 per square foot expires on August 31, 2022 and 1,280 square feet with an Annual U/W Base Rent of $25.95 per square foot expires on May 31, 2014.
(4)  
Greeley and Hansen may terminate its lease on 4,025 square feet on May 31, 2017 upon providing 12 months written notice and pay a termination fee equal to $31,507 plus four months of direct taxes and expenses and all unamortized abated rent, tenant improvements and leasing commission costs.
(5)  
251 square feet of storage space expires on August 31, 2013.  No Annual U/W Base Rent was attributed to this space.
(6)  
Charles Schwab has a 12-month, 50% rent abatement period for 8,026 square feet, which ends on July 31, 2013.  Charles Schwab’s annual unabated base rent for the 8,026 square foot space is $144,468.
(7)  
Charles Schwab may terminate its lease for 5,711 square feet on December 31, 2014 upon providing nine months written notice and payment of a termination fee of $148,228 plus four months base rent and direct expenses and taxes.

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

 
 
100 & 150 SOUTH WACKER DRIVE
 
The following table presents certain information relating to the lease rollover schedule at the 100 & 150 South Wacker Drive 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(4)
MTM(3)
12
21,951
2.0%
 21,951
2.0%
$265,243
$16.21 
2013
25
 103,305
9.4%
125,256
11.4%
$1,905,545
$18.45 
2014
25
 166,420
15.2%
291,676
26.6%
$3,506,981
$21.07 
2015
8
 26,761
2.4%
318,437
29.1%
$526,740
$19.68 
2016
12
 56,447
5.2%
374,884
34.2%
$1,067,005
$18.90 
2017
16
 131,765
12.0%
506,649
46.2%
$2,811,851
$21.34 
2018
28
 122,787
11.2%
629,436
57.4%
$2,218,533
$18.07 
2019
11
 60,641
5.5%
690,077
63.0%
$1,247,256
$20.57 
2020
4
 34,940
3.2%
725,017
66.2%
$787,304
$22.53 
2021
3
 20,595
1.9%
745,612
68.1%
$347,044
$16.85 
2022
14
 141,345
12.9%
886,957
81.0%
$2,614,818
$18.50 
2023
0
0
0.0%
886,957
81.0%
$0
$0.00 
Thereafter
3
 12,004
1.1%
898,961
82.0%
$317,652
$26.46 
Vacant
0
 196,692
18.0%
1,095,653
100.0%
$0
$0.00 
Total/Weighted Average
161
1,095,653
100.0%
   
$17,615,970
$19.60 
 
(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)  
Includes 5,586 square feet of common room office and meeting room space. No Annual U/W Base Rent was attributed to this space.  Annual U/W Base Rent PSF excludes common room office and meeting space.
(4)  
Weighted Average Annual U/W Base Rent PSF excludes vacant space.
 
The following table presents historical occupancy percentages at the 100 & 150 South Wacker Drive Property:

Historical Occupancy(1)

12/31/2010
 
12/31/2011
 
12/31/2012
 
4/23/2013
             
83.7%
 
82.4%
 
81.0%
 
82.0%
 
(1)  
Information obtained from the borrower.
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 100 & 150 South Wacker Drive Property:
 
Cash Flow Analysis

 
 
2010
 
2011
 
2012
 
U/W(1)
 
U/W $ per SF
 
Base Rent
$16,653,055
 
$16,476,719
 
$16,805,001
 
$17,615,970
 
$16.08
 
Grossed Up Vacant Space
0
 
0
 
0
 
3,621,478
 
3.31
 
Percentage Rent
0
 
0
 
137,832
 
140,000
 
0.13
 
Total Reimbursables
11,021,921
 
10,494,669
 
10,577,589
 
10,715,794
 
9.78
 
Other Income
1,383,458
 
1,136,317
 
1,465,467
 
655,036
 
0.60
 
Less Vacancy & Credit Loss
(319,794)
 
(775,906)
 
(1,605,312)
 
(3,621,435)(2)
 
(3.31)
 
Effective Gross Income
$28,738,640
 
$27,331,799
 
$27,920,577
 
$29,126,843
 
$26.58
 
                     
Total Operating Expenses
$13,570,505
 
$14,448,223
 
$14,113,211
 
$14,089,796
 
$12.86
 
                     
 Net Operating Income
$15,168,135
 
$12,883,576
 
$13,807,366
 
$15,037,047
 
$13.72
 
TI/LC
0
 
0
 
0
 
2,401,817
 
2.19
 
Capital Expenditures
0
 
0
 
0
 
164,348
 
0.15
 
 Net Cash Flow
$15,168,135
 
$12,883,576
 
$13,807,366
 
$12,470,882
 
$11.38
 
                     
NOI DSCR(3)
1.90x
 
1.61x
 
1.73x
 
1.88x
     
NCF DSCR(3)
1.90x
 
1.61x
 
1.73x
 
1.56x
     
NOI DY(3)
10.8%
 
9.2%
 
9.9%
 
10.7%
     
NCF DY(3)
10.8%
 
9.2%
 
9.9%
 
8.9%
     

(1)  
The increase in U/W Effective Gross Income from Effective Gross Income and Net Operating Income for 2012 is primarily attributed to tenants’ expiring free rent periods, rent bumps through March 2014 and new leasing.
(2)  
The underwritten economic vacancy is 17.1%. The 100 & 150 South Wacker Drive Property was 82.0% physically occupied as of April 23, 2013.
(3)  
DSCRs and debt yields are based on the 100 & 150 South Wacker Drive Loan Combination.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
100 & 150 SOUTH WACKER DRIVE
 
Appraisal.  As of the appraisal valuation date of March 14, 2013, the 100 & 150 South Wacker Drive Property had an “as-is” appraised value of $211,000,000.

Environmental Matters.  According to the Phase I environmental site assessment dated March 29, 2013, there was no evidence of any recognized environmental conditions at the 100 & 150 South Wacker Drive Property.

Market Overview and Competition.  According to the appraisal, the 100 South Wacker Drive property is located at the southwest corner of South Wacker Drive and West Monroe Street and the 150 South Wacker Drive property is located at the northwest corner of South Wacker Drive and West Adams Street.  The 100 & 150 South Wacker Drive Property is located approximately one block east of Union Station, Chicago’s primary commuter train terminal and the only intercity rail terminal in Chicago.  Furthermore, Ogilvie Station, which also provides commuter rail service to and from the Chicago suburbs, is located three blocks northwest of the 100 & 150 South Wacker Drive Property.  Wacker Drive is a major artery in the Chicago central business district and is divided between two levels: upper and lower Wacker Drive.  Upper Wacker Drive is six lanes and is the main vehicular and pedestrian street access, while lower Wacker Drive is primarily restricted to vehicular and truck access.  The City of Chicago recently reconstructed Wacker Drive at an estimated cost of $300 million to provide safer, nicer and more efficient roadways for all travelers.

The 100 & 150 South Wacker Drive Property is located along the Chicago River in the West Loop submarket of Chicago’s central business district.  The West Loop submarket is the largest in the Chicago central business district and is home to major corporations such as Boeing Corporation’s global headquarters, Deloitte & Touche, Hyatt Corporation’s global headquarters, Pricewaterhouse Coopers and UBS.  Historically, the submarket was a secondary office market to the East Loop and Central Loop.  However, with the suburbanization of Chicago in the 1960’s and the development of Union and Ogilvie Transportation Center stations as the primary commuter train stations into downtown Chicago, the West Loop east of the Chicago River became the largest office submarket within Chicago.  As of September 2012, the unemployment rate for the Chicago metropolitan statistical area was 8.7%, which is a decrease from a reported unemployment rate of 9.7% as of September 2011.  The 2012 population within the Chicago metropolitan statistical area was approximately 8.8 million and is expected to grow by 0.5% annually from 2012 to 2016.

According to the appraisal, as of the fourth quarter 2012, the West Loop submarket contained approximately 35.5 million square feet of office space, approximately 28.7% of the Chicago office market inventory. The submarket contains approximately 20.6 million square feet of class A space.  The West Loop submarket class A vacancy was approximately 14.1% and the rental rate for class A space within the submarket is approximately $39.59 per square foot, on a full service gross basis.
 
The following table presents certain information relating to comparable office properties for the 100 & 150 South Wacker Drive Property:
 
Competitive Set(1)

 
100 & 150
South Wacker
Drive
(Subject)
10 South
Riverside
Plaza
CDW Plaza
222 South Riverside
Plaza
1 South
Wacker Drive
125 South
Wacker
Drive
200 South
Wacker
Drive
 Location
Chicago, IL
Chicago, IL
Chicago, IL
Chicago, IL
Chicago, IL
Chicago, IL
Chicago, IL
 Distance from Subject
--
0.4 miles
0.1 miles
0.3 miles
0.3 miles
 0.4 miles
0.5 miles
 Property Type
Office
Office
Office
Office
Office
Office
Office
 Year Built/Renovated
1961 & 1971/2008
1965/1999
1965/1984
1971/2001
1974/2005
1974/2005
1981/NAV
 Number of Stories
21 & 32
22
22
35
40
31
40
 Total GLA
1,095,653 SF
729,000 SF
705,574 SF
1,184,400 SF
1,192,639 SF
518,276 SF
754,751 SF
 Total Occupancy
82%
97%
97%
90%
85%
89%
93%
 
(1)  
 Information obtained from the appraisal dated March 14, 2013.

The Borrower.  The borrower is MJH Wacker LLC, a Delaware limited liability company and single purpose entity with two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 100 & 150 South Wacker Drive Loan Combination.  The borrower is owned 95% owned by MJH Realty LLC, which is 100% owned by Marvin J. Herb.  MJH Realty LLC is the guarantor of certain nonrecourse carveouts under the 100 & 150 South Wacker Drive Loan Combination.

The Sponsor.  The 100 & 150 South Wacker Drive Loan Sponsor is Marvin J. Herb.  From 1981 to 2001, Mr. Herb was the owner, Chairman and CEO of Coca Cola Bottling Company of Chicago.  In 2001, Mr. Herb sold Coca Cola Bottling Company of Chicago to Coca-Cola Enterprises (NYSE: CCE) for $1.4 billion and approximately 25 million shares of common stock.  Mr. Herb owns approximately 5.9 million square feet of commercial real estate in the Chicago and Milwaukee areas.
 
Escrows.  The loan documents provide for an upfront escrow at closing in the amount of $2,018,032 for taxes and $60,425 for insurance premiums.  The loan documents also provide for an upfront escrow in the amount of $885,587 for existing tenant improvement and leasing commission obligations associated with the following tenants: Hanley Flight & Zimmerman ($582,639), Charles Schwab ($162,480), Peregrine ($82,005) and Golub Capital ($58,463).  In addition, the loan documents provide for an upfront escrow in the amount of $394,933 for rent concessions associated with the following tenants: Hanley Flight & Zimmerman ($295,008), Charles Schwab ($55,140), Peregrine ($22,890) and Golub Capital ($21,895).  The loan documents provide for ongoing monthly escrow deposits of $543,317 for taxes, $6,042 for insurance premiums, $18,261 for replacement reserves and $100,000 for tenant improvements and leasing commissions (subject to a cap of $5,000,000).
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
100 & 150 SOUTH WACKER DRIVE
 
Lockbox and Cash Management.  The 100 & 150 South Wacker Drive Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the tenants be directed to pay their rents directly to such lockbox account.  The loan documents also require that all cash revenues and all other monies received by the borrower or the property manager relating to the 100 & 150 South Wacker Drive Property be deposited into the lockbox account within one business day of receipt.  Funds are then swept into a lender controlled cash management account and applied in accordance with cash management agreement. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds on deposit in the lockbox are swept into the borrower’s operating account on a monthly basis.

Upon the occurrence of a Cash Trap Event Period all excess funds on deposit in the lockbox account will be swept to certain lender-controlled restricted accounts, and if an event of default exists, the lender will have the exclusive control of, and the right to withdraw and apply, the funds in the deposit account to payment of any and all debts, liabilities and obligations of the borrower in such order, proportion and priority as the lender may determine in its sole discretion.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default, or (ii) the NCF debt service coverage ratio (as defined in the loan documents) falling below 1.25x as tested with respect to each calendar quarter.  A Cash Trap Event Period will expire upon (a) in the case of an event of default, the cure of such event of default, or (b)
in the case of the NCF debt service coverage ratio falling below 1.25x, the NCF debt service coverage ratio being at least 1.35x for two consecutive calendar quarters.

Property Management.  The 100 & 150 South Wacker Drive Property is managed by Lincoln Property Company Commercial, Inc.

Assumption.  The borrower has a two-time right to transfer the 100 & 150 South Wacker Drive Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates, and similar confirmations with respect to the ratings of any securities backed by the 100 & 150 South Wacker Drive Companion Loan.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 100 & 150 South Wacker Drive Property.  The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

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

 
 
No. 9 – Brambleton Town Center
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$60,000,000
 
Specific Property Type:
Anchored
Cut-off Date Principal Balance:
$60,000,000
 
Location:
Ashburn, VA
% of Initial Pool Balance:
4.1%
 
Size:
295,628 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF:
$202.96
Borrower Name:
Brambleton Town Center Associates L.L.C.
 
Year Built/Renovated:
2005/NAP
Sponsor:
Anthony Soave
 
Title Vesting:
Fee
Mortgage Rate:
4.000%
 
Property Manager:
Rappaport Management Company
Note Date:
May 1, 2013
 
3rd Most Recent Occupancy (As of):
90.5% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
95.5% (12/31/2011)
Maturity Date:
May 1, 2023
 
Most Recent Occupancy (As of):
94.6% (12/31/2012)
IO Period:
24 months
 
Current Occupancy (As of):
93.1% (2/14/2013)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Interest-only, Amortizing Balloon
 
3rd Most Recent NOI (As of):
$3,617,425 (12/31/2010)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$5,238,238 (12/31/2011)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of):
$5,912,525 (12/31/2012)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$7,889,461
Additional Debt Type:
NAP
 
U/W Expenses:
$2,325,542
     
U/W NOI:
$5,563,919
     
U/W NCF:
$5,190,107
 
 
     
U/W NOI DSCR:
1.62x
Escrows and Reserves(1):
       
U/W NCF DSCR:
1.51x
 
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
9.3%
Taxes
$401,710
$66,952
NAP
 
U/W NCF Debt Yield:
8.7%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value:
$87,600,000
Replacement Reserves
$0
$4,988
NAP
 
As-Is Appraisal Valuation Date:
March 22, 2013
Rent Concession Reserve
$0
Springing
NAP
 
Cut-off Date LTV Ratio:
68.5%
Additional Collateral
$2,000,000
$0
NAP
 
LTV Ratio at Maturity or ARD:
57.7%
             
 
(1)
See “Escrows” section.

The Mortgage Loan.  The mortgage loan (the “Brambleton Town Center Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an anchored retail property located in Ashburn, Virginia (the “Brambleton Town Center Property”).  The Brambleton Town Center Mortgage Loan was originated on May 1, 2013 by Wells Fargo Bank, National Association.  The Brambleton Town Center Mortgage Loan had an original principal balance of $60,000,000, has an outstanding principal balance as of the Cut-off Date of $60,000,000 and accrues interest at an interest rate of 4.000% per annum.  The Brambleton Town 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 for the first 24 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule.  The Brambleton Town Center Mortgage Loan matures on May 1, 2023.

Following the lockout period, the borrower has the right to defease the Brambleton Town Center Mortgage Loan in whole, but not in part, on any due date before February 1, 2023.  In addition, the Brambleton Town Center Mortgage Loan is prepayable without penalty on or after February 1, 2023.

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

 
 
BRAMBLETON TOWN CENTER

Sources and Uses

Sources
       
Uses
     
Original loan amount
$60,000,000
 
100.0%
 
Loan payoff
$55,655,366
 
92.8% 
         
Closing costs
433,256
 
0.7
         
Reserves
2,401,710
 
4.0
         
Return of equity
1,509,668
 
2.5
Total Sources
$60,000,000
 
100.0%
 
Total Uses
$60,000,000
 
100.0% 
 
The Property.  The Brambleton Town Center Property is an anchored retail center containing approximately 295,628 square feet and is located in Ashburn, Virginia.  The Brambleton Town Center Property consists of eight buildings situated on 26.2 acres and was constructed in three phases from 2005 to 2011: phase I was constructed in 2005 and includes a Harris Teeter grocery anchor (leased fee) and approximately 66,939 square feet of in-line retail space; phase IIA was constructed in 2007 and includes a 16-screen Regal Cinemas movie theater, approximately 37,950 square feet of in-line retail space and approximately 22,579 square feet of second floor office space; and phase IIB was constructed in 2011 and includes a Sport & Health gym, approximately 4,773 square feet of in-line retail space and approximately 5,873 square feet of second floor office space.  Parking is provided by two parking garages and surface parking with a total of 947 parking spaces, resulting in a parking ratio of 7.9 spaces per 1,000 square feet of rentable area.  As of February 14, 2013, the Brambleton Town Center Property was 93.1% leased to 44 tenants.

The following table presents certain information relating to the tenancies at the Brambleton Town 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)
Lease
Expiration
Date
 Anchor Tenants
                 
 Regal Cinemas
NR/NR/NR
63,514
21.5%
$16.00
 
$1,016,224
17.7%
(3)
17.0%
7/31/2027(4)
 Harris Teeter (Leased Fee)
NR/NR/NR
56,000
18.9%
$13.00
 
$728,000
12.7%
$409
4.8%
10/18/2025
 Brambleton Sport & Health
NR/NR/NR
38,000
12.9%
$16.47
 
$626,040
10.9%
$108
21.3%
5/31/2020
 Total Anchor Tenants
157,514
53.3% 
$15.05
 
$2,370,264
41.4% 
     
                 
 Major Tenants
               
 Brambleton Group(5)(6)
NR/NR/NR
21,471
7.3%
$28.43
 
$610,417
10.7%
NAP
NAP
Various
 Fairfax Family Practice
NR/NR/NR
12,625
4.3%
$25.56
 
$322,677
5.6%
NAP
NAP
2/28/2018
 Capital One Bank
A-/Baa1/BBB
(7)
(7)
(7)
 
$247,250
4.3%
NAP
NAP
9/30/2030
 Blue Ridge Grill
NR/NR/NR
5,650
1.9%
$30.00
 
$169,500
3.0%
$619
5.9%
11/30/2018
 Total Major Tenants
39,746
13.4%
$27.72(7)
 
$1,348,844
23.6%
     
                     
 Non-Major Tenants
77,983
26.4%
$25.79
 
$2,010,875
35.1%
     
                     
 Occupied Collateral Total
275,243
93.1%
$19.92(7)
 
$5,730,983
100.0%
     
                     
 Vacant Space
 
20,385
6.9%
             
                     
 Collateral Total
295,628
100.0%
             
                     
 
(1)  
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)  
Sales PSF and Occupancy Costs represent the trailing 12-month period ending December 31, 2012.
(3)  
Regal Cinemas operates 16 screens and reported sales of $467,086 per screen for the trailing 12-month period ending December 31, 2012.
(4)  
Regal Cinemas has a right of first offer (“ROFO”) to purchase, lease, manage or operate a movie theatre at a certain 186-acre parcel of land, which is owned by the sponsor.  If Regal Cinemas exercises this ROFO, the tenant has the right to terminate its lease at the Brambleton Town Center Property.
(5)  
Brambleton Group leases three spaces: 6,421 square feet with an Annual U/W Base Rent PSF of $46.37 and Lease Expiration Date of June 30, 2018; 7,123 square feet with an Annual U/W Base Rent PSF of $25.00 and Lease Expiration Date of December 31, 2016; and 7,927 square feet with an Annual U/W Base Rent PSF of $16.98 and Lease Expiration Date of July 31, 2013.  Brambleton Group subleases the 7,927 square foot space to KLNB, LLC and Brambleton Community Association, who occupy 5,316 square feet and 2,611 square feet, respectively, and pay base rent per square foot of $16.85 and $17.23, respectively.  The subleases both expire on July 31, 2013, and the total rent paid by the two sublease tenants is equal to the rent paid by Brambleton Group.
(6)  
Brambleton Group is related to the loan sponsor.
(7)  
Capital One Bank owns its building and leases a pad site with no attributed square footage.  The Annual U/W Base Rent PSF for Total Major Tenants and Occupied Collateral Total excludes the Annual U/W Base Rent associated with this tenant.

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

 
 
BRAMBLETON TOWN CENTER
 
The following table presents certain information relating to the historical sales at the Brambleton Town Center Property:

Historical Sales (PSF)(1)

Tenant Name
2010
2011
2012
Regal Cinemas
(2)
(2)
(2)
Harris Teeter (Leased Fee)
$323
$372
$409
Brambleton Sport & Health
NAV
$95
$108
Blue Ridge Grill
NAV
NAV
$619
 
(1)  
Historical Sales (PSF) are based on historical statements provided by the borrower.
(2)  
Regal Cinemas operates 16 screens and reported sales per screen of $569,152, $526,715 and $467,086 for 2010, 2011 and 2012, respectively.

The following table presents certain information relating to the lease rollover schedule at the Brambleton Town 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   
2013
3
9,113
3.1%
9,113
3.1%
$163,064
$17.89   
2014
4
10,280
3.5%
19,393
6.6%
$273,252
$26.58   
2015
2
7,013
2.4%
26,406
8.9%
$139,618
$19.91   
2016
14
31,601
10.7%
58,007
19.6%
$822,080
$26.01   
2017
7
13,838
4.7%
71,845
24.3%
$388,613
$28.08   
2018
7
35,152
11.9%
106,997
36.2%
$1,054,726
$30.00   
2019
1
2,724
0.9%
109,721
37.1%
$68,100
$25.00   
2020
2
41,260
14.0%
150,981
51.1%
$712,495
$17.27   
2021
0
0
0.0%
150,981
51.1%
$0
$0.00   
2022
0
0
0.0%
150,981
51.1%
$0
$0.00   
2023
1
4,748
1.6%
155,729
52.7%
$117,560
$24.76   
Thereafter(4)
3
119,514
40.4%
275,243
93.1%
$1,991,474
$14.59(4)   
Vacant
0
20,385
6.9%
295,628
100.0%
$0
$0.00   
Total/Weighted Average
44
295,628
100.0%
   
$5,730,983
$19.92   
 
(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)  
Includes Capital One Bank which owns its building and leases a pad site with no attributed square footage.  Capital One Bank has an Annual U/W Base Rent of $247,250, which was excluded from the Annual U/W Base Rent PSF calculation.
 
The following table presents historical occupancy percentages at the Brambleton Town Center Property:

Historical Occupancy(1)

12/31/2010
 
12/31/2011
 
12/31/2012
 
2/14/2013
90.5%
 
95.5%
 
94.6%
 
93.1%
 
(1)  
Information obtained from the borrower.

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

 
 
BRAMBLETON TOWN CENTER
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Brambleton Town Center Property:

Cash Flow Analysis

 
2010
 
2011
 
2012
 
U/W
 
U/W $ per SF
 
Base Rent
$4,115,103
 
$4,513,928
 
$5,592,299
 
$5,730,983
 
$19.39
 
Grossed Up Vacant Space
0
 
0
 
0
 
509,625
 
1.72
 
Percentage Rent
152,160
 
1,353,829
 
967,146
 
600,000
 
2.03
 
Total Reimbursables
1,308,247
 
1,337,218
 
1,533,451
 
1,608,000
 
5.44
 
Other Income
0
 
0
 
0
 
0
 
0.00
 
Less Vacancy & Credit Loss
0
 
0
 
0
 
(559,147)(1)
 
(1.89)
 
Effective Gross Income
$5,575,510
 
$7,204,975
 
$8,092,897
 
$7,889,461
 
$26.69
 
                     
Total Operating Expenses
$1,958,085
 
$1,966,737
 
$2,180,372
 
$2,325,542
 
$7.87
 
                     
 Net Operating Income
$3,617,425
 
$5,238,238
 
$5,912,525
 
$5,563,919
 
$18.82
 
TI/LC
0
 
0
 
0
 
328,920
 
1.11
 
Capital Expenditures
0
 
0
 
0
 
44,892
 
0.15
 
 Net Cash Flow
$3,617,425
 
$5,238,238
 
$5,912,525
 
$5,190,107
 
$17.56
 
                     
NOI DSCR
1.05x
 
1.52x
 
1.72x
 
1.62x
     
NCF DSCR
1.05x
 
1.52x
 
1.72x
 
1.51x
     
NOI DY
6.0%
 
8.7%
 
9.9%
 
9.3%
     
NCF DY
6.0%
 
8.7%
 
9.9%
 
8.7%
     
 
(1)  
The underwritten economic vacancy is 9.0%. The Brambleton Town Center Property was 93.1% physically occupied as of February 14, 2013.

Appraisal.  As of the appraisal valuation date of March 22, 2013, the Brambleton Town Center Property had an “as-is” appraised value of $87,600,000.

Environmental Matters.  According to the Phase I environmental report dated March 26, 2013, there was no evidence of any recognized environmental conditions at the Brambleton Town Center Property.

Market Overview and Competition.  The Brambleton Town Center Property is located in Ashburn, Virginia, approximately 31.8 miles northwest of the Washington, D.C. central business district and approximately 8.9 miles northwest of Dulles International Airport.  The property is part of Brambleton, a master-planned community encompassing over 2,000 acres, which includes retail and office space, single-family homes, townhomes, luxury apartments and condominiums and is home to over 2,000 families.  Primary access to the area is provided by the Dulles Toll Road (VA Route 267), which provides access to Leesburg, Virginia to the west and Washington, D.C. to the east.  According to the appraisal, in 2013, the estimated populations within a three-mile and five-mile radius of the Brambleton Town Center Property were 35,277 and 87,530, respectively.  The estimated average household incomes within the same three-mile and five-mile radii were $172,387 and $169,887, respectively.

According to a third party market research report, the Brambleton Town Center Property is located within the Leesburg/West Loudoun submarket, which has an estimated inventory of 335 retail properties totaling approximately 1.9 million square feet.  As of the first quarter of 2013, the submarket vacancy was 2.8% with an average asking rent of $27.45 per square foot, on a triple net basis.

The following table presents certain information relating to comparable retail properties for the Brambleton Town Center Property:

Competitive Set(1)

 
Brambleton
Town Center
(Subject)
Broadlands Marketplace
Broadlands
Village Center
East Gate
Marketplace
Shoppes at
Ryan Park
South Riding
Market Square
(Phase I)
 Location
Ashburn, VA
Ashburn, VA
Ashburn, VA
Chantilly, VA
Ashburn, VA
South Riding, VA
 Distance from Subject
--
2.9 miles
4.9 miles
7.5 miles
4.6 miles
5.5 miles
 Property Type
Retail
Retail
Retail
Retail
Retail
Retail
 Year Built/Renovated
2005/NAP
2007/NAP
2004/NAP
2010/NAP
2006/NAP
2005/NAP
 Total GLA
295,628 SF
116,882 SF
159,734 SF
81,619 SF
93,548 SF
259,695 SF
 Total Occupancy
93%
96%
89%
77%
98%
99%
 
(1)  
Information obtained from the appraisal dated April 26, 2013.

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

 
 
BRAMBLETON TOWN CENTER

The Borrower.  The borrower is Brambleton Town Center Associates L.L.C., a single purpose entity with an independent director.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Brambleton Town Center Mortgage Loan.  Anthony Soave, the indirect owner of the borrower, is the guarantor of certain nonrecourse carveouts under the Brambleton Town Center Mortgage Loan.

The Sponsor.  The loan sponsor is Anthony Soave, who is President, Chief Executive Officer and founder of Soave Enterprises LLC, a Detroit-based holding company that owns and operates a portfolio of businesses involved in real estate, automotive, agriculture and other diversified industries.  Soave Real Estate Group, a subsidiary of Soave Enterprises, operates a highly diversified portfolio of real estate holdings including office, retail and industrial properties as well as luxury residential developments.

Escrows.  The loan documents provide for an upfront reserve in the amount of $401,710 for real estate taxes in addition to ongoing monthly reserves in an amount equal to $66,952 for real estate taxes and $4,988 for replacement reserves.  Ongoing monthly reserves for insurance are not required as long as (i) no event of default has occurred and is continuing; (ii) the Brambleton Town Center Property is insured in accordance with the loan documents; and (iii) the borrower provides the lender with evidence of renewal of the policies and paid receipts for the payment of insurance premiums when due.

In addition, the borrower deposited an amount equal to $2,000,000 into an additional collateral reserve account at closing. These funds will be released to the borrower upon the satisfaction of the following conditions: (i) no event of default has occurred and is continuing; (ii) the Brambleton Town Center Property is at least 94% physically occupied with all tenants open for business and paying rent; and (iii) the net cash flow (as defined in the loan documents) is at least $5,580,000.  With regard to satisfying clause (ii), the borrower also has the right to establish a rent concession reserve account, into which an amount equal to any outstanding rent concessions may be deposited.  If the preceding conditions are not satisfied by May 1, 2018, the borrower will no longer be entitled to a release of the reserve funds and the servicer may hold the funds as additional collateral for the Brambleton Town Center Mortgage Loan.

Lockbox and Cash Management.  The Brambleton Town Center Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs the tenants to pay their rents directly to such lockbox account.  The loan documents also require that all cash revenues and all other monies received by the borrower or manager relating to the Brambleton Town Center Property be deposited into the lockbox account within one business day after receipt.  Prior to the occurrence of a Cash Trap Event Period (as defined below), all funds on deposit in the lockbox account are swept into the borrower’s operating account on a daily basis.  During a Cash Trap Event Period, all funds on deposit in the lockbox account are swept to a lender-controlled cash management account each business day.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the amortizing debt service coverage ratio falling below 1.25x at the end of any calendar month.  A Cash Trap Event Period will expire, with regard to the circumstances in clause (i), upon the cure of such event of default, or with regard to the circumstances in clause (ii), upon the amortizing debt service coverage ratio being equal to or greater than 1.35x for two consecutive calendar quarters.

Property Management.  The Brambleton Town Center Property is managed by Rappaport Management Company.

Assumption.  The borrower has a two-time right to transfer the Brambleton Town Center Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.

Partial Release.  The borrower may obtain a free release of certain vacant, non-income producing, unimproved outlots or parcels from the lien of the mortgage upon the satisfaction of certain conditions including without limitation (i) no event of default will have occurred and be continuing on the date the borrower delivers notice and on the date of release and (ii) the delivery of a legal opinion to the lender to demonstrate that the release of the related outparcel will satisfy REMIC requirements.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Brambleton Town Center Property.  The loan documents also require business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

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

 
 
No. 10 - Rehoboth Bay MHC
 
Loan Information
 
Property Information
Mortgage Loan Seller:
The Royal Bank of Scotland
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Manufactured Housing
Community
Original Principal Balance:
$33,000,000
 
Specific Property Type:
Manufactured Housing
Community
Cut-off Date Principal Balance:
$33,000,000
 
Location:
Rehoboth Beach, DE
% of Initial Pool Balance:
2.2%
 
Size:
525 pads
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Pad:
$62,857.14
Borrower Name:
Hometown Rehoboth, L.L.C.
 
Year Built/Renovated(2):
1970/2012
Sponsor:
Hometown America Corporation
 
Title Vesting:
Fee
Mortgage Rate:
3.970%
 
Property Manager:
Self-managed
Note Date:
May 3, 2013
 
3rd Most Recent Occupancy (As of):
98.1% (12/31/2010)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
97.9% (12/31/2011)
Maturity Date:
June 1, 2023
 
Most Recent Occupancy (As of):
98.4% (12/31/2012)
IO Period:
60 months
 
Current Occupancy (As of):
98.9% (3/28/2013)
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):
$2,942,522 (12/31/2011)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$3,049,974 (12/31/2012)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of):
$3,069,904 (TTM 2/28/2013)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$3,486,156
Additional Debt Type:
NAP
 
U/W Expenses:
$607,991
     
U/W NOI:
$2,878,166
     
U/W NCF:
$2,845,216
     
U/W NOI DSCR :
1.53x
Escrows and Reserves(1):
       
U/W NCF DSCR:
1.51x
         
U/W NOI Debt Yield:
8.7%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
8.6%
Taxes
$16,069
$1,607
NAP
 
As-Is Appraised Value:
$48,000,000
Insurance
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
January 30, 2013
Replacement Reserves
$2,746
$2,746
NAP
 
Cut-off Date LTV Ratio:
68.8%
Deferred Maintenance
$27,687
$0
NAP
 
LTV Ratio at Maturity or ARD:
62.4%
             
 
(1)  
See “Escrows” section.
(2)  
The Rehoboth Bay MHC Property was built and renovated in phases between 1970 and 2012.

The Mortgage Loan.  The mortgage loan (the “Rehoboth Bay MHC Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a manufactured housing community totaling 525 pads located in Rehoboth Beach, Delaware (the “Rehoboth Bay MHC Property”).  The Rehoboth Bay MHC Mortgage Loan was originated on May 3, 2013 by The Royal Bank of Scotland.  The Rehoboth Bay MHC Mortgage Loan had an original principal balance of $33,000,000, has an outstanding principal balance as of the Cut-off Date of $33,000,000 and accrues interest at an interest rate of 3.970% per annum.  The Rehoboth Bay MHC Mortgage Loan 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 60 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule.  The Rehoboth Bay MHC Mortgage Loan matures on June 1, 2023.

Following the lockout period, the borrower has the right to defease the Rehoboth Bay MHC Mortgage Loan in whole, but not in part, on any due date before March 1, 2023. In addition, the Rehoboth Bay MHC Mortgage Loan is prepayable without penalty on or after March 1, 2023.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
REHOBOTH BAY MHC
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$33,000,000
 
100.0%
 
Return of equity(1)
$32,776,776
 
99.3%
         
Reserves
46,502
 
0.1
         
Closing costs
176,722
 
0.5
Total Sources
$33,000,000
 
100.0%
 
Total Uses
$33,000,000
 
100.0%
 
(1)  
The proceeds from the Rehoboth Bay MHC Mortgage Loan were used to recapitalize the sponsor’s investment in the previously unencumbered Rehoboth Bay MHC Property.  The sponsor recently paid off one line of credit totalling $21.0 million which were used to retire the Rehoboth Bay MHC Property’s existing debt in March 2013.

The Property. The Rehoboth Bay MHC Property is a 5-star 525 pad manufactured housing community located in Rehoboth Beach, Delaware.  The Rehoboth Bay MHC Property is situated on 148.2 acres and was built and renovated in phases between 1970 and 2012.  The Rehoboth Bay MHC Property includes a range of amenities including an outdoor pool, shuffleboard, tennis courts, RV storage, access to the beach, a 134 slip marina and crabbing pier.  Trash removal and water are provided by the Rehoboth Bay MHC Property while municipal-sewer, electricity and cable are paid by the tenants.  There are a total of 1,069 parking spaces at the Rehoboth Bay MHC Property accounting for a parking ratio of approximately 2.0 parking spaces per pad.
 
The following table presents historical occupancy percentages at the Rehoboth Bay MHC Property:

Historical Occupancy(1)

12/31/2010
 
12/31/2011
 
12/31/2012
 
3/28/2013
98.1%
 
97.9%
 
98.4%
 
98.9%
 
(1)  
Information obtained from the borrower.
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Rehoboth Bay MHC Property:
 
Cash Flow Analysis
 
   
2011
 
2012
 
TTM
2/28/2013
  U/W  
U/W $ per
Pad
 
Base Rent
  $3,291,572   $3,393,185   $3,414,751   $3,522,456   $6,709.44  
Concessions
  (10,505)   (16,403)   (15,121)   (15,121)   (28.80)  
Grossed Up Vacant Space
  0   0   0   0   0.00  
Other Income
  164,463   168,626   166,854   161,536   307.69  
Less Vacancy & Credit Loss
  (54,961)   (41,094)   (36,569)   (182,715)(1)   (348.03)  
Effective Gross Income
  $3,390,569   $3,504,314   $3,529,915   $3,486,156   $6,640.30  
                       
Total Operating Expenses
  $448,047   $454,340   $460,011   $607,991   $1,158.08  
                       
Net Operating Income
  $2,942,522   $3,049,974   $3,069,904   $2,878,166   $5,482.22  
Capital Expenditures
  0   0   0   32,950   62.76  
Net Cash Flow
  $2,942,522   $3,049,974   $3,069,904   $2,845,216   $5,419.46  
                       
NOI DSCR
  1.56x   1.62x   1.63x   1.53x      
NCF DSCR
  1.56x   1.62x   1.63x   1.51x      
NOI DY
  8.9%   9.2%   9.3%   8.7%      
NCF DY
  8.9%   9.2%   9.3%   8.6%      
 
(1)  
The underwritten economic vacancy is 5.2%. The Rehoboth Bay MHC Property was 98.9% physically occupied as of March 28, 2013.
 
Appraisal.  As of the appraisal valuation date of January 30, 2013, the Rehoboth Bay MHC Property had an “as-is” appraised value of $48,000,000.
 
Environmental Matters.  According to the Phase I environmental site assessment dated April 24, 2013, there was no evidence of any recognized environmental conditions at the Rehoboth Bay MHC Property.
 
Market Overview and Competition.  The Rehoboth Bay MHC Property is located on the beach along Rehoboth Bay in Rehoboth, Sussex County, Delaware.  Regional access to the local area is provided by Interstate 76 and US 13, which are approximately 80 miles and 38 miles from the Rehoboth Bay MHC Property, respectively.  Public transportation is available via public bus service with the nearest bus stop less than two miles from the Rehoboth Bay MHC Property.  The 2012 populations within a three- and five-mile radius of the Rehoboth Bay MHC Property were 13,816 and 29,229, respectively.  The average household incomes within the same three- and five-mile radii were $77,972 and $71,842, respectively.  The unemployment rate for Sussex County was 7.3% in 2011 while the national average was 8.9%.  The appraisal identified a competitive set of six manufactured housing communities, and within the competitive set the average vacancy rate was 2.0% with average asking rents of $486 per month.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
REHOBOTH BAY MHC
 
The Borrower.  The borrower is Hometown Rehoboth, L.L.C., a single purpose entity that has at least one independent director.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Rehoboth Bay MHC Mortgage Loan.  Hometown America, L.L.C., is the guarantor of certain nonrecourse carveouts under the Rehoboth Bay MHC Mortgage Loan.
 
The Sponsor.  The sponsor for the Rehoboth Bay MHC Mortgage Loan is Hometown America Corporation (“Hometown America”).  Founded in 1997, Hometown America consists of two divisions; the Hometown America Family Communities and Hometown America Age-Qualified (55+) Communities.  Hometown America is a privately held company that owns and operates more than 45 manufactured housing communities in 11 states.  As of December 31, 2012, Hometown America had total assets of approximately $823.0 million.

Escrows.  The loan documents provide for upfront escrows in the amount of $16,069 for real estate taxes, $27,687 for immediate repairs and $2,746 for replacement reserves.  The loan documents provide for ongoing monthly escrows in the amount of $1,607 for real estate taxes and $2,746 for replacement reserves. Monthly insurance escrows are not required so long as (i) insurance maintained by the borrower is in effect under an acceptable blanket insurance policy, and (ii) the borrower provides the lender with evidence of renewal of the policies and paid receipts for the payment of insurance premiums when due.

Lockbox and Cash Management.  The Rehoboth Bay MHC Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and the tenants are obligated to deposit all revenues directly into such lockbox account.  The loan documents also require that all cash revenues and all other monies received by the borrower or the property manager be deposited into the lockbox account within three business days after receipt.  Prior to the occurrence of a Cash Management Period (as defined below), all funds on deposit in the lockbox account are swept into the borrower’s operating account.  During a Cash Management Period, all funds on deposit in the lockbox account are swept to a lender-controlled cash management account.

A “Cash Management Period” will commence: (i) upon the occurrence of an event of default, or (ii) if the debt service coverage ratio is less than 1.20x for two consecutive calendar quarters. A Cash Management Period will end, with respect to matters in clause (i) above, if the event of default has been cured, or, with respect to matters in clause (ii) above, if the debt service coverage ratio is at least 1.20x for two consecutive calendar quarters.

Property Management.  The Rehoboth Bay MHC Property is managed by an affiliate of the borrower.
 
Assumption.  The borrower has the right to transfer all of the Rehoboth Bay MHC Property, subject to customary conditions set forth in the loan documents, including but not limited to: (i) no event of default has occurred and is continuing, and (ii) the lender has received rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C14 Certificates.
 
Partial Release.  Not permitted.
 
Real Estate Substitution.  Not permitted.
 
Subordinate and Mezzanine Indebtedness.  Not permitted.
 
Ground Lease.  None.
 
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Rehoboth Bay MHC Property. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
 

 
 
WFRBS Commercial Mortgage Trust 2013-C14 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.