0001539497-15-000219.txt : 20150220 0001539497-15-000219.hdr.sgml : 20150220 20150219212313 ACCESSION NUMBER: 0001539497-15-000219 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 2 0000850779 FILED AS OF DATE: 20150220 DATE AS OF CHANGE: 20150219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wells Fargo Commercial Mortgage Trust 2015-C27 CENTRAL INDEX KEY: 0001633533 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-195164-05 FILM NUMBER: 15633530 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 BUSINESS PHONE: 7043832556 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC CENTRAL INDEX KEY: 0000850779 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 561643598 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 BUSINESS PHONE: 7043832556 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 FORMER COMPANY: FORMER CONFORMED NAME: WACHOVIA COMMERCIAL MORTGAGE SECURITIES INC DATE OF NAME CHANGE: 20020304 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC DATE OF NAME CHANGE: 19960520 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION MORTGAGE SECURITIES INC DATE OF NAME CHANGE: 19951013 FWP 1 n438_x2.htm FREE WRITING PROSPECTUS Unassociated Document

   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-195164-05
     
 

 
Free Writing Prospectus
Preliminary Collateral Term Sheet
$1,047,828,035
(Approximate Aggregate Cut-off Date Balance of Mortgage Pool)
Wells Fargo Commercial Mortgage Trust 2015-C27
as Issuing Entity
Wells Fargo Commercial Mortgage Securities, Inc.
as Depositor

Wells Fargo Bank, National Association
Rialto Mortgage Finance, LLC
Principal Commercial Capital
Liberty Island Group I LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
as Sponsors and Mortgage Loan Sellers
 
Commercial Mortgage Pass-Through Certificates
Series 2015-C27
 

February 19, 2015
 
 
WELLS FARGO SECURITIES
 
 
 
Lead Manager and
Sole Bookrunner
 
 
 
Barclays
Co-Manager
 
 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-195164) 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 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, Wells Fargo Prime Services, LLC, a member of FINRA, NFA 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. Wells Fargo Securities, LLC, Wells Fargo Institutional Securities, LLC, and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.
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.

No. 1 – Westfield Palm Desert
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Rialto Mortgage Finance, LLC
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance(1):
$62,500,000
 
Specific Property Type:
Super Regional Mall
Cut-off Date Principal Balance(1):
$62,500,000
 
Location:
Palm Desert, CA
% of Initial Pool Balance:
6.0%
 
Size:
572,724 SF
Loan Purpose(2):
Refinance
 
Cut-off Date Principal
Balance Per Unit/SF(1):
$218.26
Borrower Name:
WEA Palm Desert LLC
 
  Year Built/Renovated:
1983/2014
Sponsor:
Westfield America, Inc.
 
Title Vesting:
Fee
Mortgage Rate:
3.853%
 
Property Manager:
Self-managed
Note Date:
February 3, 2015
 
3rd Most Recent Occupancy (As of)(4):
91.2% (12/31/2011)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of)(4):
93.1% (12/31/2012)
Maturity Date:
March 1, 2025
 
Most Recent Occupancy (As of):
94.8% (12/31/2013)
IO Period:
120 months
 
Current Occupancy (As of):
95.6% (2/2/2015)
Loan Term (Original):
120 months
   
Seasoning:
0 months
 
Underwriting and Financial Information:
Amortization Term (Original):
NAP
     
Loan Amortization Type:
Interest Only, Balloon
 
3rd Most Recent NOI (As of):
$12,064,254 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$12,070,935 (12/31/2013)
Call Protection:
L(24),GRTR YM or 1% or D(89),O(7)
 
Most Recent NOI (As of):
$13,165,354 (12/31/2014)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt(1):
Yes
 
U/W Revenues:
$22,039,731
Additional Debt Type(1):
Pari Passu
 
U/W Expenses:
$8,506,070
     
U/W NOI:
$13,533,661
     
U/W NCF:
$12,738,521
Escrows and Reserves(3):
       
U/W NOI DSCR(1):
2.77x
         
U/W NCF DSCR(1):
2.61x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield(1):
10.8%
Taxes
$0
Springing
NAP
 
U/W NCF Debt Yield(1):
10.2%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value:
$212,000,000
Replacement Reserves
$0
Springing
$310,923
 
As-Is Appraisal Valuation Date:
November 13, 2014
TI/LC Reserve
$0
Springing
$462,941
 
Cut-off Date LTV Ratio(1):
59.0%
         
LTV Ratio at Maturity or ARD(1):
59.0%
 
(1) The Westfield Palm Desert Loan Combination, totaling $125,000,000, is comprised of eight pari passu notes (Notes A-1-1, A‑1‑2, A-2-1, A-2-2, B-1-1, B-1-2, B-2-1 and B‑2-2). Notes A-2-1, A-2-2, B-2-1 and B-2-2 had an original principal balance of $62,500,000, have an outstanding principal balance of $62,500,000 as of the Cut-Off Date and will be contributed to the WFCM 2015-C27 Trust. Notes A-1-1, A-1-2, B-1-1 and B-1-2 had an original principal balance of $62,500,000 and are being contributed to the MSBAM 2015-C21 securitization trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yield are based on the Westfield Palm Desert Loan Combination.
(2) The Westfield Palm Desert Loan Combination recapitalized Westfield America Limited Partnership’s equity in the Westfield Palm Desert Property (it was previously unencumbered) and partially financed O’Connor Retail Investors II, L.P.’s acquisition of an equity interest in three properties including the Westfield Palm Desert Property. The allocated purchase price for the Westfield Palm Desert Property was $207,207,000.
(3) See “Escrows” section.
(4) Occupancy as shown is exclusive of temporary tenants.
The Mortgage Loan.The mortgage loan (the “Westfield Palm Desert Mortgage Loan”) is part of a loan combination (the “Westfield Palm Desert Mortgage Loan Combination”) that is evidenced by eight pari passu promissory notes (the A-1-1, A-1-2, A-2-1, A-2-2, B-1-1, B-1-2, B-2-1 and B-2-2 notes,) secured by a first mortgage encumbering a super-regional mall located in Palm Desert, California (the “Westfield Palm Desert Property”). The Westfield Palm Desert Loan Combination was co-originated on February 3, 2015 by Rialto Mortgage Finance, LLC and Bank of America, National Association. The Westfield Palm Desert Mortgage Loan Combination had an original principal balance of $125,000,000, has an outstanding principal balance as of the Cut-off Date of $125,000,000 and accrues interest at an interest rate of 3.8525% per annum. The Westfield Palm Desert Mortgage Loan Combination had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments through the term of the Westfield Palm Desert Loan Combination. The Westfield Palm Desert Mortgage Loan Combination matures on March 1, 2025.

The Westfield Palm Desert Mortgage Loan evidenced by Notes A-2-1, A-2-2, B-2-1 and B-2-2, represent a non-controlling interest in the Westfield Palm Desert Loan Combination and will be contributed to the WFCM 2015-C27 Trust. The Westfield Palm Desert Mortgage Loan had an original principal balance of $62,500,000 and has an outstanding principal balance as of the Cut-off Date of $62,500,000. Notes A-1-1, A-1-2, B-1-1 and B-1-2 (the “Westfield Palm Desert Companion Loan”) had an original principal balance of $62,500,000.  It is anticipated that the Westfield Palm Desert Companion Loan will be contributed to the MSBAM 2015-C21 securitization trust.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
1

WESTFIELD PALM  DESERT
 
Following the lockout period, the borrower has the option to pay the greater of a yield maintenance premium or 1.0% of the unpaid principal balance or to defease the Westfield Palm Desert Mortgage Loan Combination in whole, on any date before September 1, 2024. In addition, the Westfield Palm Desert Loan Combination is prepayable without penalty on or after September 1, 2024.
Sources and Uses
Sources
       
Uses
     
Original loan contribution amount
$125,000,000
 
60.1%
 
Purchase price
$207,207,000
 
99.6%  
Sponsors new cash contribution
83,005,110
 
 39.9   
 
Closing Costs
798,110
 
  0.4     
Total Sources
$208,005,110
 
100.0%
 
Total Uses
$208,005,110
 
100.0%  
The Property.  The Westfield Palm Desert Property is a two-story super-regional shopping mall located along Highway 111 in Palm Desert, California. The Westfield Palm Desert Property contains 977,888 square feet of retail space, of which 572,724 square feet serves as collateral for the Westfield Palm Desert Loan Combination. The Westfield Palm Desert Property was constructed in 1983 and purchased by Westfield America, Inc. (“Westfield”) in 1999. From 2000-2004, $47.0 million was invested to acquire and convert the former Robinson-May store to Sears (123,946 square feet), conduct general renovations and mall shop reconfigurations, add a 24,868 square foot Barnes & Noble, expand the food court and add two parking structures. From 2006-2014 Westfield invested $70.0 million to acquire space previously owned by Macy’s. The upper level was redeveloped and tenanted with Dick’s Sporting Goods (46,718 square feet) and World Gym (22,009 square feet), which relocated from the grocery-anchored shopping center across the street. Both of these tenants opened in 2014. The lower level was leased back to Macy’s Swim and Junior (57,469 square feet) until 2063. The second level of the South Box was reconfigured to be the new mall entrance facing Highway 111 with a new H&M (21,303 square feet) and two new restaurants, a valet drop off, water features and interior renovations. The Westfield Palm Desert Property is anchored by Macy’s, Sears and JC Penney (none of which are part of the collateral). JC Penney has begun to upgrade this location to its store-within-a-store concept, and now includes Sephora, Disney, Joe Fresh, Liz Claiborne, Levi’s, and an Izod pop-up display. Additionally, the closest Macy’s store is over 60 miles away. Macy’s reported gross sales of approximately $60.4 million ($308 per square feet), which is nearly double its reported national average; Sears reported gross sales of $19.4 million ($156 per square feet) which is 26% greater than its reported national average; and JC Penney reported gross sales of $14.9 million ($175 per square feet) which is 30% higher than its reported national average. As of February 2, 2015, The Westfield Palm Desert Property was 95.6% occupied by 132 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.
2

WESTFIELD PALM  DESERT
 
The following table presents certain information relating to the tenancies at the Westfield Palm Desert Property:
 
Major Tenants

Tenant Name
Credit Rating
(Fitch/S&P/
Moody’s)(1)
Tenant NRSF
% of
NRSF
Annual
U/W Base
Rent
PSF(2)
Annualized
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
     
Macy’s
BBB/BBB+/Baa2
196,285
ANCHOR-OWNED – NOT PART OF THE COLLATERAL
Sears
CC/CCC+/Caa1
123,946
ANCHOR-OWNED – NOT PART OF THE COLLATERAL
JC Penney
CCC/CCC+/Caa1
84,933
ANCHOR-OWNED – NOT PART OF THE COLLATERAL
                 
Major Tenants
               
Macy’s Swim and Junior
BBB/BBB+/Baa2
57,469
10.0%
   $0(4)
$0
0.0%
NAP
NAP
12/31/2015
Dick’s Sporting Goods
NR/NR/NR
46,718
8.2%
$16.00
   $747,488
7.2%
NAP
NAP
1/31/2024
Barnes & Noble
NR/NR/NR
24,868
4.3%
$20.51
$510,000
4.9%
$286
7.2%
6/30/2018
H&M
NR/NR/NR
21,303
3.7%
$19.63
$418,236
4.0%
NAP
NAP
1/31/2025
World Gym
NR/NR/NR
22,009
3.8%
$15.28
$336,231
3.2%
NAP
NAP
1/31/2024
Palme D’or Cinema
NR/NR/NR
32,457
5.7%
$10.35
$336,000
3.2%
$299,900(5)
11.2%
6/30/2016
Macy’s Home Store
BBB/BBB+/Baa2
21,870
3.8%
$14.45
$315,981
3.0%
NAP
NAP
1/31/2020
                   
Total Major Tenants – Collateral
 
226,694
39.6%
$11.75 
$2,663,936
25.5%
     
                   
Non-Major Tenants – Collateral
 
320,548
56.0%
$24.30 
$7,789,306
74.5%
     
                   
Vacant Space
 
25,482
4.4%
           
                   
Collateral Total
 
572,724
100.0%
 
$10,453,242
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 per square feet and Annual U/W Base Rent include contractual rent escalations through February 1, 2016.
(3) Sales PSF and Occupancy Cost are for the trailing 12-month period ending November 30, 2014.  Occupancy costs include recoveries.
(4) In 2006, Westfield purchased two anchor spaces previously owned by Macy’s and leased back to Macy’s a 57,469 square foot portion of the anchor space now occupied by Macy’s Swim and Junior at a rental rate of $1.00 per year, which was prepaid for the entire term.  Macy’s Swim and Junior does not pay percentage rent.
(5) Palme D’or Cinema has 10 screens; the sales PSF represent sales per screen.
The following table presents certain information relating to the historical sales at the Westfield Palm Desert Property:

Historical Sales (PSF)(1)

Tenant Name
2012
2013
2014
Macy’s  Swim and Junior
NAP
NAP
NAP
Dick’s Sporting Goods(2)
NAP
NAP
NAP
Palme D’or Cinema(3)
$303,100
$300,400
$299,900
Barnes and Nobles
$297
$289
$286
World Gym
NAP
NAP
NAP
Macy’s Home Store
NAP
NAP
NAP
H&M
NAP
NAP
NAP
       
Total In-line (<10,000 square feet)
$354
$360
$357
Occupancy Costs
15.7%
15.0%
14.5%
(1) Historical Sales (PSF) are based on historical statements provided by the borrower. Macy’s Swim and Junior and Macy’s Home Store do not report sales.
(2) Dick’s Sporting Goods opened for business in 2013/2014. World Gym and H&M opened for business in 2014.
(3) Palme D’or Cinema has 10 screens; the Historical Sales shown represent sales per screen.
         
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
3

WESTFIELD PALM  DESERT

The following table presents certain information relating to the lease rollover schedule at the Westfield Palm Desert 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
Total
U/W
Base Rent(3)
Annual
U/W
Base Rent
PSF(3)
MTM
 
3
 
10,331
1.8%
 
10,331
1.8%
$107,272
$10.38   
2015
 
29
 
44,363
7.7%
 
54,694
9.5%
$877,096
$19.77   
2016
 
27
 
93,075
16.3%
 
147,769
25.8%
$1,702,930
$18.30   
2017
 
15
 
21,879
3.8%
 
169,648
29.6%
$748,906
$34.23   
2018
 
11
 
38,359
6.7%
 
208,007
36.3%
$1,000,591
$26.08   
2019
 
10
 
22,231
3.9%
 
230,238
40.2%
$694,237
$31.23   
2020
 
12
 
50,433
8.8%
 
280,671
49.0%
$1,318,539
$26.14   
2021
 
8
 
16,945
3.0%
 
297,616
52.0%
$496,505
$29.30   
2022
 
2
 
8,159
1.4%
 
305,775
53.4%
$291,421
$35.72   
2023
 
4
 
11,394
2.0%
 
317,169
55.4%
$469,679
$41.22   
2024
 
8
 
94,252
16.5%
 
411,421
71.8%
$1,506,947
$15.99   
2025
 
6
 
44,687
7.8%
 
456,108
79.6%
$871,674
$19.51   
Thereafter
 
8
 
91,134
15.9%
 
547,242
95.6%
$367,445
$4.03   
Vacant
 
      0
 
25,482
4.4%
 
572,724
100.0%
$0
      $0.00   
Total/Weighted Average
      143
 
572,724
100.0%
     
$10,453,242
      $19.10   
(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 underwritten base rent and annual underwritten base rent per square feet are based on the underwritten occupied base rent and underwritten occupied square feet, and exclude any gross up of vacant space.
 
The following table presents historical occupancy percentages at the Westfield Palm Desert Property:

Historical Occupancy(1)
 
12/31/2011(2)
 
12/31/2012(2)
 
12/31/2013(2)
 
2/2/2015(3)
91.2%
93.1%
94.8%
95.6%

  (1) Information obtained from the borrower.
  (2) Occupancy as shown excludes temporary tenants.
  (3) Information obtained from the underwritten rent roll.

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

Cash Flow Analysis

 
2012
 
2013
   
2014
   
U/W
   
% of U/W
Effective
Gross Income
   
U/W $ per SF
   
Base Rent
$9,263,488
   
$8,813,088
   
$9,963,471
   
$10,453,242
(1)  
47.4
%  
$18.25
   
Grossed Up Vacant Space
0
   
0
   
0
   
801,417
   
3.6
   
1.40
   
Percentage Rent
296,013
   
242,619
   
285,932
   
290,199
   
1.3
   
0.51
   
Total Reimbursables
8,398,954
   
8,296,999
   
9,011,667
   
10,583,465
   
48.0
   
18.48
   
Other Income(2)
1,445,972
   
1,610,574
   
1,534,330
   
1,534,330
   
7.0
   
2.68
   
Less Vacancy & Credit Loss
(98,622
)  
41,816
   
(321,840
)  
(1,622,922
)(3)  
(7.4
)  
(2.83
)  
Effective Gross Income
$19,305,805
   
$19,005,096
   
$20,473,560
   
$22,039,731
   
100.0
%  
$38.48
   
                                     
Total Operating Expenses
$7,241,551
   
$6,934,161
   
$7,308,206
   
$8,506,070
   
38.6
%  
$14.85
   
                                     
Net Operating Income
$12,064,254
   
$12,070,935
   
$13,165,354
   
$13,533,661
   
61.4
%  
$23.63
   
TI/LC
0
   
0
   
0
   
484,217
   
2.2
   
0.85
   
Capital Expenditures
0
   
0
   
0
   
310,923
   
1.4
   
0.54
   
Net Cash Flow
$12,064,254
   
$12,070,935
   
$13,165,354
   
$12,738,521
   
57.8
%  
$22.24
   
                                     
NOI DSCR(4)
2.47
x  
2.47
x  
2.70x  
 
2.77x  
             
NCF DSCR(4)
2.47
x  
2.47
x  
2.70x  
 
2.61x  
             
NOI DY(4)
9.7
%  
9.7
%  
10.5% 
 
10.8% 
             
NCF DY(4)
9.7
%  
9.7
%  
10.5% 
 
10.2% 
             
(1)   U/W Base Rent includes contractual rent escalations through February 1, 2016.
(2)   Other income includes rental income from temporary tenants.
(3)   The underwritten economic vacancy is 7.3%. The Westfield Palm Desert was 95.6% occupied as of February 2, 2015.
(4)   DSCRs and debt yields are based on the Westfield Palm Desert Mortgage Loan Combination.

Appraisal.  As of the appraisal valuation date of November 13, 2014, the Westfield Palm Desert Property had an “as-is” appraised value of $212,000,000.
 
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.
4

WESTFIELD PALM  DESERT
Environmental Matters.  According to a Phase I environmental assessment dated January 20, 2015, there was no evidence of any recognized environmental conditions at the Westfield Palm Desert Property.

Market Overview and Competition.  The Westfield Palm Desert Property is located at the intersection of Highway 74 and Highway 111, which serves as the primary commercial arterial in the trade area and throughout the Coachella Valley. The city of Palm Desert is approximately 27 square miles and is known as the cultural and retail center of the desert communities of Coachella Valley. The Westfield Palm Desert Property’s primary trade area is defined by a radius of 10 to 15 miles. The 2014 population within a 10 and 15-mile radius is 262,261 and 380,816, respectively, with an average household income of $73,420 and $69,499, respectively. The Westfield Palm Desert Property is the only super regional mall serving the Coachella area, and primarily competes with Gardens on El Paseo, Desert Hills Premium Outlets, and the Moreno Valley Mall which are located approximately 1, 33, and 62 miles from the Westfield Palm Desert Property, respectively. Located approximately one mile east of the Westfield Palm Desert Property, Gardens on El Paseo is the closest competitor, and is a 251,173 square foot open-air lifestyle center anchored by Saks Fifth Avenue. Although close in proximity, the Gardens on El Paseo has a different tenant mix and clientele than the Westfield Palm Desert Property. The Westfield Palm Desert Property is the dominant super regional mall with the closest enclosed regional mall located over 60 miles east of the Westfield Palm Desert Property.

According to a third party market research report, the Westfield Palm Desert Property is located within the Coachella Valley submarket, which has an estimated inventory of four mall properties totaling approximately 2.1 million square feet.  As of the third quarter of 2014, the submarket vacancy was 11.5%.

The appraiser estimated market rent for anchors to be $16.00 per square foot, junior anchors to be $18.00 per square foot, theatre to be $10.00 per square foot, free-standing building to be $26.00 per square foot, restaurants to be $21.00 per square foot and shop space to range between $21.00 and $245.00 per square foot on a triple net basis for each tenant class. Additionally, based on the historical occupancy of the Westfield Palm Desert Property, the current vacancy in the market, and perception of future market vacancy, the appraiser projected a stabilized vacancy rate of 5.0%.
The following table presents certain information relating to comparable retail properties for The Westfield Palm Desert Property:

Competitive Set(1)

 
Westfield
Palm Desert
(Subject)
Gardens on
El Paseo
Desert Hills
Premium Outlets
Moreno Valley
Mall
Location
Palm Desert, CA
Palm Desert, CA
Cabazon, CA
Moreno Valley, CA
Distance from Subject
--
1.0 miles
33.0 miles
62.0 miles
Property Type
Super Regional Mall
Lifestyle Center
Outlet Mall
Super Regional Mall
Year Built/Renovated
1983/2014
1998/NAP
1990/2002
1992/2006
Anchors
Macy’s, Sears, JC Penney
Saks Fifth Avenue
Saks Off Fifth, Neiman Marcus Last Call
Macy’s, JC Penney, Sears
Total GLA
977,888 SF(2)
251,173 SF
652,317 SF
1,095,186 SF
Total Occupancy
96%
99%
100%
83%
  (1)       Information obtained from the appraisal as of November 13, 2014.
  (2)       Total GLA and Total Occupancy are inclusive of non-collateral anchors.

The Borrower.  The borrower is WEA Palm Desert LLC, a Delaware limited liability company and single purpose entity with two independent directors in its organizational structure. The borrower is indirectly owned by Westfield America Limited Partnership (52.6%) and O’Connor Retail Investors II, L.P. (47.4%). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Westfield Palm Desert Mortgage Loan Combination.   Westfield America, Inc., is the guarantor of certain nonrecourse carveouts under the Westfield Palm Desert Mortgage Loan Combination.
The Sponsor.  The sponsor of the Westfield Palm Desert Mortgage Loan Combination is Westfield, an affiliate of Westfield America Limited Partnership and Westfield Corporation. Westfield Corporation is one of the world’s leading shopping center companies with a portfolio of 40 centers in retail destinations such as London, New York, San Francisco and Los Angeles. Westfield Corporation manages a total of 50.2 million square feet of retail space in the United States (70%) and the United Kingdom (30%) and its assets under management have an estimated value of $27.7 billion.  O’Conner Capital Partners, an affiliate of O’Connor Retail Investors II, L.P., is a privately-owned independent real estate investment, development and management firm. Founded in 1983 by Jeramiah W. O’Conner, Jr. and Glenn J. Rufrano, the firm has acquired or redeveloped more than $25 billion of properties on behalf of various investment funds, institutional clients, and its own property account, encompassing all major property types.

Escrows.  Prior to a Cash Sweep Period (as defined below) monthly escrows are not required for real estate taxes, insurance, replacement and tenant improvement and leasing commissions. In the event a Cash Sweep Period has occurred, the borrower is required to make monthly deposits: (i) for the payment of real estate taxes in an amount equal to one-twelfth of the lender’s estimate of annual taxes; (ii) for the payment of insurance premiums,  in an amount equal to one-twelfth of the lender’s estimate of insurance premiums, provided that monthly reserves for insurance premiums are not required for so long as the borrower provides satisfactory evidence to the lender that the insurance policies are being maintained as part of an acceptable blanket insurance policy; (iii) for replacement reserves in the amount of $25,910, capped at $310,923 and; (iii) for tenant improvements and leasing commissions in the amount of $38,578, capped at $462,941. Notwithstanding the forgoing, in lieu of required reserves, the Westfield Palm Desert Loan Combination permits 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.
5

WESTFIELD PALM  DESERT
 
borrower to provide Lender with a letter of credit or a guaranty from Westfield or an affiliate of Westfield America, Inc., provided such guarantor has and maintains a net worth of at least $1,000,000,000.

A “Cash Sweep Period” means (i) the period commencing upon an event of default, and ending on the date upon which the event of default has been cured, or (ii) the period commencing on the first day of the calendar month following the month during which the lender notifies borrower that the debt service coverage ratio has been less than 1.50x for two consecutive calendar quarters, and ends on the earliest to occur of (x) the last day of the calendar month during which lender notifies borrower that the debt service coverage ratio has been greater than or equal to  1.50x for two consecutive quarters, or (ii) the date on which borrower has delivered to Lender cash, a letter of credit or a guaranty from Westfield (or any combination thereof) in such amount which would cause the debt service coverage ratio to be greater than or equal to 1.50x.

Lockbox and Cash Management.  The Westfield Palm Desert Mortgage Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the borrower direct 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 Westfield Palm Desert Property be deposited into the lockbox account within three business days. Prior to the occurrence of a Cash Sweep Period, all excess funds on deposit in the lockbox account are swept into the borrower’s operating accounts on a daily basis. During a Cash Sweep Period, all funds on deposit in the lockbox account are swept to a lender-controlled cash management account each business day in order of priority.

Property Management.  The Westfield Palm Desert Property is managed by an affiliate of the borrower.

Assumption.  The borrower has the right to transfer the Westfield Palm Desert Property in whole, but not in part, provided certain conditions are satisfied, including but not limited to: (i) no event of default has occurred and is continuing; and (ii) borrower delivers 30 days’ written notice to lender of terms of prospective transfer not less than thirty (30) days before transfer is scheduled to close and concurrently with all information concerning proposed transfer. Lender may require rating agency confirmation and delivery of a non-consolidation opinion in connection with such transfer. l Notwithstanding anything to the contrary, neither lender’s consent nor the approval of the rating agencies is required if, among other conditions contained in the loan documents, (A) the transferee is a qualified transferee, or (B) the transferee is a wholly-owned subsidiary of a qualified transferee, or (C) the transferee is a person that is at least 51% owned, directly or indirectly, and controlled by a qualified transferee or (D) one or more members of the Westfield Group, O’Connor Retail Investors II, L.P., Public Sector Pension Investment Board and Urban Shopping Centers, L.P. collectively own at least 40% of the direct or indirect ownership interests in such transferee.

Partial Release.  The borrower is permitted to obtain a release of either certain non-income producing, non-material portions of the Westfield Desert Palm Property, including parking areas (individually and collectively, the “Release Parcel”) from the lien of the mortgage, subject to the satisfaction of certain conditions contained in the loan documents, including but not limited to: (i) evidence that the Release Parcel has been legally subdivided, that the remaining Westfield Palm Desert Property will constitute one or more separate legal tax lot(s), that the remaining Westfield Desert Palm Property will be in compliance with all applicable legal requirements and, that such release will not result in a default under any lease or any other instrument to which borrower or the Westfield Palm Desert Property is bound; and (ii) the remaining Westfield Desert Palm Property is equal to or less than 125% or borrower must pay down the principal balance of the Westfield Desert Palm Loan Combination to satisfy the loan to value test.

Real Estate Substitution.  Not permitted.

Additional Secured Indebtedness.  The Westfield Palm Desert Mortgage Loan is evidenced by eight notes (described below), secured by the Westfield Palm Desert Property, with a combined original principal balance of $125,000,000. Notes A-1-1, A-1-2, A-2-1 and A-2-2 (the “A Notes”) had an aggregate original principal balance of $117,500,000 and, upon an event of default under the Westfield Palm Desert Loan Combination, the A notes are senior to Notes B-1-1, B-1-2, B-2-1 and B-2-2 (the “B Notes”) which had an aggregate original principal balance of $7,500,000. Each A Note is pro rata and pari passu with each other A Note and each B Note is pro rata and pari passu with each other B Note.

The Westfield Palm Desert Mortgage Loan Combination accrues interest at the same rate as the pari passu Westfield Palm Desert Companion Loan, and is entitled to payments of interest and principal on a pro rata and pari passu basis with the Westfield Palm Desert Companion Loan. The holders of the Westfield Palm Desert Loan Combination and the Westfield Palm Desert Companion Loan have entered into an agreement among note holders which sets forth the allocation of collections on the Westfield Palm Desert Loan Combination.
Subordinate and Mezzanine Indebtedness.  Not permitted.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “special causes of loss” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of The Westfield Palm Desert Property; or, if the Terrorism Insurance Program Reauthorization Act is not in effect, the borrower will be required to obtain a stand-alone policy providing the same coverage for terrorism; provided that the borrower will not be required to pay annual premiums in excess  of two times the then-current premium for a separate “special causes of loss” insurance premium.  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.
6

 
No. 2  – WP Carey Self Storage Portfolio VI
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Portfolio
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Self Storage
Original Principal Balance:
$48,139,000
 
Specific Property Type:
Self Storage
Cut-off Date Principal Balance:
$48,139,000
 
Location:
Various – See Table
% of Initial Pool Balance:
4.6%
 
Size:
750,194 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per SF:
$64.17
Borrower Names(1):
Various
 
Year Built/Renovated:
Various – See Table
Sponsor:
Corporate Property Associates 18 – Global Incorporated
 
Title Vesting:
Fee
Mortgage Rate:
4.250%
 
Property Manager:
Extra Space Management, Inc.
Note Date:
February 18, 2015
 
3rd Most Recent Occupancy (As of):
75.8% (12/31/2012)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
79.3% (12/31/2013)
Maturity Date:
March 11, 2025
 
Most Recent Occupancy (As of):
84.6% (12/31/2014)
IO Period:
60 months
 
Current Occupancy (As of)(3):
85.8% (Various)
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):
$3,461,440 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$3,597,762 (12/31/2013)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of)(4):
$4,262,544 (Various)
Lockbox Type:
Springing (Without Established Account)
   
Additional Debt:
None
 
U/W Revenues:
$7,431,565
Additional Debt Type:
NAP
 
U/W Expenses:
$3,227,301
     
U/W NOI:
$4,204,265
     
U/W NCF:
$4,091,735
     
U/W NOI DSCR:
1.48x
         
U/W NCF DSCR:
1.44x
Escrows and Reserves(2):
       
U/W NOI Debt Yield:
8.7%
         
U/W NCF Debt Yield:
8.5%
Type:
Initial
Monthly
Cap (If Any)
 
As-Is Appraised Value:
$74,750,000
Taxes
$0
Springing
NAP
 
As-Is Appraisal Valuation Date(5):
Various
Insurance
$0
Springing
NAP
 
Cut-off Date LTV Ratio:
64.4%
Replacement Reserves
$0
Springing
NAP
 
LTV Ratio at Maturity or ARD:
 58.7%
             
 
(1)
See “The Borrowers” section.
(2)
See “Escrows” section.
(3)
See “Historical Occupancy” section.
(4)
See “Cash Flow Analysis” section.
(5)
See “Appraisal” section.

The Mortgage Loan.  The mortgage loan (the “WP Carey Self Storage Portfolio VI Mortgage Loan”) is evidenced by a single promissory note that is secured by first mortgages encumbering nine self storage properties located in four states (the “WP Carey Self Storage Portfolio VI Properties”).  The WP Carey Self Storage Portfolio VI Mortgage Loan was originated on February 18, 2015 by Wells Fargo Bank, National Association.  The WP Carey Self Storage Portfolio VI Mortgage Loan had an original principal balance of $48,139,000, has an outstanding principal balance as of the Cut-off Date of $48,139,000 and accrues interest at an interest rate of 4.250% per annum.  The WP Carey Self Storage Portfolio VI 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 WP Carey Self Storage Portfolio VI Mortgage Loan matures on March 11, 2025.

Following the lockout period, the borrower has the right to defease the WP Carey Self Storage Portfolio VI Mortgage Loan in whole or in part (see “Partial Release” section) on any day before December 11, 2024.  In addition, the WP Carey Self Storage Portfolio VI Mortgage Loan is prepayable without penalty on or after December 11, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
7

 
WP CAREY SELF STORAGE PORTFOLIO VI

Sources and Uses

Sources
       
Uses
     
Original loan amount
$48,139,000
 
64.4%
 
Purchase price
$74,060,000
 
99.1%
Sponsor’s new cash contribution
26,572,773
 
35.6%
 
Closing costs
651,773
 
0.9
     
%
         
Total Sources
$74,711,773
 
100.0%
 
Total Uses
$74,711,773
 
100.0%

The Properties.   The WP Carey Self Storage Portfolio VI Mortgage Loan is secured by the fee interest in a portfolio of nine self storage properties totaling 750,194 rentable square feet (6,750 units) and located in four states: Florida (5), Texas (2), California and Georgia.  The WP Carey Self Storage Portfolio VI Properties range in size from 54,987 square feet to 184,951 square feet and as of dates ranging from November 30, 2014, to January 8, 2015, the WP Carey Self Storage Portfolio VI Properties were 85.8% occupied.

The following table presents certain information relating to the WP Carey Self Storage Portfolio VI Properties:

Property Name – Location
Allocated Cut-
off Date
Principal
Balance
 
% of
Portfolio
Cut-off Date
Principal
Balance
 
Occupancy
 
Year
Built/
Renovated
 
Net
Rentable
Area (SF)
 
Appraised
Value
 
Allocated
LTV
Fibber McGee’s Closet – Naples, FL
$10,725,000
 
22.3%
 
86.9%
 
1974/2014
 
184,951
 
$17,100,000
 
62.7% 
Rancho Pueblo Self Storage – Temecula, CA
$6,500,000
 
13.5%
 
87.0%
 
2006/NAP
 
91,243
 
$10,000,000
 
65.0% 
Extra Space Storage & Bay Colony RV Park – Dickinson, TX
$6,435,000
 
13.4%
 
90.4%
 
2001/NAP
 
77,050
 
$8,500,000
 
75.7% 
Valrico Self Storage – Valrico, FL
$6,012,500
 
12.5%
 
92.1%
 
2009/NAP
 
68,634
 
$9,250,000
 
65.0% 
Safe and Sound Storage – Jensen Beach, FL
$5,590,000
 
11.6%
 
95.2%
 
1989/NAP
 
63,682
 
$8,600,000
 
65.0% 
Big Tex Self Storage – Humble, TX
$5,037,500
 
10.5%
 
87.5%
 
2009/2013
 
59,829
 
$7,800,000
 
64.6% 
Central Storage – Pompano Beach, FL
$3,029,000
 
6.3%
 
62.5%
 
1981/NAP
 
74,969
 
$6,100,000
 
49.7% 
Storage Xxtra – Cumming, GA
$2,860,000
 
5.9%
 
81.4%
 
1994/2003
 
74,849
 
$4,400,000
 
65.0% 
US 1 Self Storage – Sebastian, FL
$1,950,000
 
4.1%
 
90.6%
 
1991/1996
 
54,987
 
$3,000,000
 
65.0% 
Total/Weighted Average
$48,139,000
 
100.0%
 
85.8%
     
750,194
 
$74,750,000
 
64.4% 
 
The following table presents historical occupancy percentages at the WP Carey Self Storage Portfolio VI Properties:

Historical Occupancy

12/31/2012(1)
 
12/31/2013(1)
 
12/31/2014(1)
 
Various(2)
75.8%
 
79.3%
 
84.6%
 
85.8%

                                          (1)
Information obtained from the borrower.
                                          (2)
Information obtained from the underwritten rent roll.  Occupancy shown is as of dates ranging from November 30, 2014, to January 8, 2015.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
8

 
WP CAREY SELF STORAGE PORTFOLIO VI
 
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 WP Carey Self Storage Portfolio VI Properties:
Cash Flow Analysis
 

2012
 
2013
 
Various(1)
 
U/W
 
% of Effective
Gross Income
 
U/W $ per SF
 
Base Rent
$5,483,132
 
$5,932,770
 
$6,531,720
 
$6,906,676
 
92.9%
 
$9.21
 
Grossed Up Vacant Space
0
 
0
 
0
 
1,198,498
 
16.1
 
1.60
 
Less Concessions
0
 
0
 
0
 
0
 
0.0
 
0.00
 
Other Income
656,409
 
702,708
 
776,290
 
899,845
 
12.1
 
1.20
 
Less Vacancy & Credit Loss
0
 
0
 
0
 
(1,573,453)(2)
 
(21.2)
 
(2.10)
 
Effective Gross Income
$6,139,541
 
$6,635,477
 
$7,308,010
 
$7,431,565
 
100.0%
 
$9.91
 
                         
Total Operating Expenses
2,678,101
 
3,037,715
 
3,045,466
 
3,227,301
 
43.4
 
4.30
 
                         
Net Operating Income
$3,461,440
 
$3,597,762
 
$4,262,544
 
$4,204,265
 
56.6%
 
$5.60
 
Capital Expenditures
0
 
0
 
0
 
112,529
 
1.5
 
0.15
 
Net Cash Flow
$3,461,440
 
$3,597,762
 
$4,262,544
 
$4,091,735
 
55.1%
 
$5.45
 
                         
NOI DSCR
1.22x
 
1.27x
 
1.50x
 
1.48x
         
NCF DSCR
1.22x
 
1.27x
 
1.50x
 
1.44x
         
NOI DY
7.2%
 
7.5%
 
8.9%
 
8.7%
         
NCF DY
7.2%
 
7.5%
 
8.9%
 
8.5%
         

(1)
The most recent financials represent the trailing 12-month period ending September 30, 2014 for two of the WP Carey Self Storage Portfolio VI Properties, November 30, 2014 for five of the WP Carey Self Storage Portfolio VI Properties and December 31, 2014 for two of the WP Carey Self Storage Portfolio VI Properties.
(2)
The underwritten economic vacancy is 19.4%.  As of dates ranging from November 30, 2014 to January 8, 2015, the WP Carey Self Storage Portfolio VI Properties were 85.8% physically occupied.

Appraisal.  As of the appraisal valuation dates ranging from November 10, 2014 to January 18, 2015 the WP Carey Self Storage Portfolio VI Properties had an aggregate “as-is” appraised value of $74,750,000.
Environmental Matters.  According to Phase I environmental assessments dated October 1, 2014 through January 7, 2015, there was no evidence of any recognized environmental conditions at seven of the WP Carey Self Storage Portfolio VI Properties.
According to a Phase I environmental assessment dated December 3, 2014, there was a vapor encroachment concern at the Fibber McGee’s Closet (Naples, Florida) property related to (i) a neighboring lumber yard, (ii) three 55-gallon drums observed on an adjacent property and (iii) multiple neighboring facilities used for vehicle repairs and fueling.  A Phase II environmental assessment dated January 12, 2015 identified no issues with the concerns identified in the Phase I report and no further action was recommended.
According to a Phase I environmental assessment dated October 15, 2014, there were potential environmental concerns at the Safe and Sound Storage (Jensen Beach, Florida) property related to vent piping observed on the exterior of a neighboring commercial/industrial building.  The Phase I consultant was not granted access to the neighboring properties and noted that the observed piping could be associated with an unregistered underground storage tank.  According to a Phase II environmental assessment dated October 31, 2014, there were no issues with the off-site piping, and no further action was recommended.
The Borrowers.  The borrower structure comprises eight separate Delaware limited liability companies and one limited partnership, each of which is a single purpose entity with one independent director. Legal counsel to the borrower provided a non-consolidation opinion in connection with the origination of the WP Carey Self Storage Portfolio VI Mortgage Loan. Corporate Property Associates 18 – Global Incorporated, (“CPA 18”) is the guarantor of certain nonrecourse carveouts under the WP Carey Self Storage Portfolio VI Mortgage Loan.
The Sponsor.  The sponsor is CPA 18, a non-traded real estate investment trust.  CPA 18 is managed by W.P. Carey (NYSE:WPC), an investment management company that provides long-term sale-leaseback and build-to-suit financing for companies worldwide.  As of September 30, 2014, W.P. Carey managed a global investment portfolio comprising 688 commercial properties totaling 80.8 million square feet with an average occupancy rate of 98.1%.

Escrows.  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 and (ii) the borrower has provided the lender with timely proof of full payment.  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 WP Carey Self Storage Portfolio VI Properties are insured via an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums when due.  Upon the occurrence and continuance of an event of default, the borrower will be required to deposit $9,377 monthly into a replacement reserve escrow.

Lockbox and Cash Management.  Upon the occurrence of a Cash Trap Event Period (as defined below), the borrower will be required to establish a lender-controlled lockbox account and direct all tenants to deposit all rents directly into such lockbox account. During a Cash Trap Event Period, all excess funds on deposit in the lockbox account are swept to a lender-controlled subaccount on a monthly 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.
9

 
WP CAREY SELF STORAGE PORTFOLIO VI
 
A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; and (ii) the amortizing debt service coverage ratio for the trailing 12-month period falling below 1.20x at the end of any calendar month. A Cash Trap Event Period will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), the amortizing debt service coverage ratio being equal to or greater than 1.30x for two consecutive calendar quarters.

Property Management.  The WP Carey Self Storage Portfolio VI Properties are managed by Extra Space Management, Inc.
Assumption.  The borrower has a two-time right to transfer the WP Carey Self Storage Portfolio VI Properties in whole or in part, 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 DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.

The borrower also has a two-time right to transfer any individual property (provided that any given property can be transferred only once) along with a portion of the WP Carey Self Storage Portfolio VI Mortgage Loan in an amount equal to the allocated loan amount of such transferred property (“Partial Assumption”), provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the portion of the WP Carey Self Storage Portfolio VI Mortgage Loan relating to the transferred property shall no longer be cross-collateralized and/or cross-defaulted with the remaining properties of the WP Carey Self Storage Portfolio VI Mortgage Loan; (ii) the loan-to-value ratio (“LTV”) of both the property proposed to be transferred and the properties that would be remaining if such transfer occurred must be no greater than 65.0%; (iii) the amortizing debt service coverage ratio (“DSCR”) of both the property proposed to be transferred and the properties that would be remaining if such transfer occurred must be greater than 1.40x; and clauses (i) through (iii) outlined in the paragraph above.

Partial Release.  Following the lockout period, the borrower is permitted to partially release any constituent properties in connection with a partial defeasance, subject to certain conditions including (i) reducing the principal balance by 115% of the released property’s allocated loan balance; (ii) the LTV with respect to the remaining properties will be no greater than the lesser of 64.4% and the LTV immediately prior to the release; (iii) the amortizing DSCR with respect to the remaining properties will be no less than the greater of 1.44x and the DSCR immediately prior to the release; and (iv) the lender receives rating agency confirmation from DBRS, KBRA and Moody’s that the release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.
Real Estate Substitution.  The borrower may obtain a release of any individual WP Carey Self Storage Portfolio VI Properties from the lien of the mortgage in connection with a substitution of a different property subject to the satisfaction of certain conditions, including without limitation (i) no event of default has occurred and is continuing; (ii) the substituted property must have a current appraised value equal to or greater than that of the released property, and the LTV of the properties remaining following the substitution must be no greater than the lesser of 64.4% and the LTV immediately prior to the substitution; (iii) the substituted property shall be equal or superior to that of the release property as to physical condition, building use and quality, lease terms favorable to borrower and market attributes as determined by the lender; (iv) the substituted property must have a DSCR equal to or greater than the released property, and the trailing 12-month amortizing DSCR for the properties remaining following the substitution must be no less than the greater of 1.44x and the DSCR for the 12 months preceding the substitution; and (v) the lender receives a legal opinion that the substitution satisfies REMIC requirements; and (vi) the lender receives rating agency confirmation from DBRS, KBRA and Moody’s that the substitution will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.
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 WP Carey Self Storage Portfolio VI Properties, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 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.
10

 
No. 3 – 312 Elm
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Principal Commercial Capital
 
Single Asset/Portfolio:
Single Asset
Credit Assessment:
(DBRS/KBRA/Moody’s)
NR/NR/NR
 
Property Type:
Office
Original Principal Balance:
$46,121,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance:
$46,121,000
 
Location:
Cincinnati, OH
% of Initial Pool Balance:
4.4%
 
Size:
379,379 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per SF:
$121.57
Borrower Name:
312 Elm Street Owner, LLC
 
Year Built/Renovated:
1992/NAP
Sponsor:
Rubenstein Properties Fund II, L.P.
 
Title Vesting:
Fee
Mortgage Rate:
4.280%
 
Property Manager:
Self-managed
Note Date:
February 11, 2015
 
3rd Most Recent Occupancy (As of):
86.3% (12/31/2012)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
85.7% (12/31/2013)
Maturity Date:
March 1, 2025
 
Most Recent Occupancy (As of):
86.0% (12/31/2014)
IO Period:
36 months
 
Current Occupancy (As of):
85.2% (2/11/2015)
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):
$4,770,161 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$5,010,897 (12/31/2013)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of):
$5,383,935 (12/31/2014)
Lockbox Type:
Hard/Springing Cash Management
     
Additional Debt:
None
   
Additional Debt Type:
NAP
 
U/W Revenues:
$9,391,092
     
U/W Expenses:
$3,878,210
     
U/W NOI:
$5,512,882
     
U/W NCF:
$4,905,875
Escrows and Reserves(1):
   
U/W NOI DSCR:
2.02x
         
U/W NCF DSCR:
1.80x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
12.0%
Taxes
$421,472
$140,491
NAP
 
U/W NCF Debt Yield:
10.6%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value:
$67,000,000
Replacement Reserves
$0
$12,646
NAP
 
As-Is Appraisal Valuation Date:
January 20, 2015
TI/LC Reserve
$0
$31,615
$758,760
 
Cut-off Date LTV Ratio:
68.8%
Gannett Tenant Refurbishment Allowance
$758,721
$0
NAP
 
LTV Ratio at Maturity or ARD:
60.0%
             

(1) See “Escrows” section.
 
The Mortgage Loan.  The mortgage loan (the “312 Elm Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a class A office tower and parking garage located in Cincinnati, Ohio (the “312 Elm Property”).  The 312 Elm Mortgage Loan was originated on February 11, 2015 by Principal Commercial Capital.  The 312 Elm Mortgage Loan had an original principal balance of $46,121,000, has an outstanding principal balance as of the Cut-off Date of $46,121,000 and accrues interest at an interest rate of 4.280% per annum.  The 312 Elm 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 36 payments following origination, and, thereafter requires payments of principal and interest based on a 30-year amortization schedule.  The 312 Elm Mortgage Loan matures on March 1, 2025.

Following the lockout period, the borrower has the right to defease the 312 Elm Mortgage Loan in whole, but not in part, on any date before December 1, 2024.  In addition, the 312 Elm Mortgage Loan is prepayable without penalty on or after December 1, 2024.

Sources and Uses

Sources
       
Uses
     
Original loan amount
$46,121,000
 
70.6%
 
Purchase price
$63,093,728
 
          96.6%
Sponsor’s new cash contribution
$17,887,674
 
27.4   
 
Reserves
1,180,193
 
1.8      
         
Closing costs
1,013,645
 
1.6      
Total Sources
$64,008,674
 
100.0%  
 
Total Uses
$65,287,566
 
         100.0%
(1) The 312 Elm Property was securitized in WFRBS 2011-C3.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
11

312 ELM
The Property.  The 312 Elm Property is comprised of a 26-story, class A CBD office tower consisting of 16 floors of office space over a 10-story parking garage on 1.1 acres in the central business district of Cincinnati, Ohio. Constructed in 1992, the 312 Elm Property comprises 379,379 square feet of net rentable area with an average floor plate size of 15,151 square feet. Of the 16 stories of office space, six are multi-tenanted floors, with the balance of the floors occupied by single tenants. The 312 Elm Property contains 1,017 parking spaces in its parking garage, reflecting a parking ratio of 2.7 spaces per 1,000 rentable square feet, and also has an on-site deli and fitness center. Ingress and egress to the parking garage is via entrances on both Elm Street and Third Street. There is a security guard on-site 24/7, and the 12 controlled access elevators have restricted access during certain hours of operation. The south side of the 312 Elm Property provides views of the Ohio River and Paul Brown Stadium, home of the Cincinnati Bengals. As of February 11, 2015, the 312 Elm Property was 85.2% leased to 16 tenants.
The following table presents certain information relating to the tenancy at the 312 Elm 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
             
Gannett - Cincinnati Enquirer
NR/Ba1/BB+
109,899
29.0%
$16.66
$1,830,876
34.1%
12/31/2022
GSA-IRS
AAA/Aaa/AA+
49,006
12.9%
$26.79
$1,312,962
24.5%
7/31/2016(3)
GSA-Social Security
AAA/Aaa/AA+
24,600
6.5%
$24.03
$591,138
11.0%
7/29/2017(4)
USI Midwest
NR/NR/NR
29,661
7.8%
$12.12
$359,491
6.7%
12/31/2017
               
Mitsui Sumitomo Marine
NR/A1/A+
23,708
6.2%
$11.22
$266,004
5.0%
7/31/2024(5)
Total Major Tenants
236,874
62.4%
$18.41
$4,360,471
81.3%
 
 
           
 
Non-Major Tenants
86,190
22.7%
$11.63
$1,001,982
18.7%
 
 
           
 
Occupied Collateral Total
323,064
85.2%
$16.60
$5,362,453
100.0%
 
 
           
 
Vacant Space
 
56,315
14.8%
     
 
 
           
 
Collateral Total
379,379
100.0%
     
 
 
 
 
 
 
 
 
 
(1)   Certain ratings are those of the parent company (or in the case of the GSA – IRS and GSA – Social Security, the US Government) 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 September 2015.
(3)   The GSA-IRS tenant may terminate its lease at any time during the lease term with 180 days’ notice.
(4)   The GSA-Social Security tenant may terminate its lease at any time after July 29, 2016 with 120 days’ notice.
(5)   Mitsui Sumitomo Marine may terminate its lease after August 1, 2018 with 12 months’ notice after August 1, 2018 with a termination payment of unamortized tenant improvements, leasing commissions and value of rent abatement, amortized at 8.0%.
 
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.
12

312 ELM
The following table presents certain information relating to the lease rollover schedule at the 312 Elm 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  
2015
0
0
0.0%
0
0%
$0
$0.00  
2016
3
66,108
17.4%
66,108
17.4%
$1,495,560
$22.62  
2017
4
65,292
17.2%
131,400
34.6%
$1,087,158
$16.65  
2018
2
21,072
5.6%
152,472
40.2%
$251,190
$11.92  
2019
2
8,483
2.2%
160,955
42.4%
$107,701
$12.70  
2020
1
18,551
4.9%
179,506
47.3%
$203,794
$10.99  
2021
1
7,411
2.0%
186,917
49.3%
$120,169
$16.21  
2022
1
109,899
29.0%
296,816
78.2%
$1,830,876
$16.66  
2023
0
0
0.0%
296,816
78.2%
$0
$0.00  
2024
1
23,708
6.2%
320,524
84.5%
$266,005
$11.22  
2025
1
2,540
0.7%
323,064
85.2%
$0
$0.00  
Thereafter
0
0
0.0%
323,064
85.2%
$0
$0.00  
Vacant
0
56,315
14.8%
379,379
100.0%
$0
$0.00  
Total/Weighted Average
16
379,379
100.0%
   
$5,362,453
$16.60  
(1)    Information obtained from the underwritten rent roll.
(2)    Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)    Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the 312 Elm Property:

Historical Occupancy

12/31/2012(1)
 
12/31/2013(2)
 
12/31/2014(2)
 
2/11/2015(2)
86.3%
 
85.7%
 
86.0%
 
85.2%
 
(1)   Information obtained from the borrower.
(2)   Information obtained from the underwritten rent roll.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
13

312 ELM
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 312 Elm Property:
Cash Flow Analysis
 
2012
 
2013
 
2014
 
U/W
 
% of
U/W
Effective
Gross
Income
 
U/W $ per
SF
 
Base Rent
$4,306,030
 
$4,421,703
 
$4,434,202
 
$5,362,453(1)
 
57.1%
 
$14.13
 
Grossed Up Vacant Space
0
 
0
 
0
 
703,941
 
  7.5
 
1.86
 
Total Reimbursables
3,017,874
 
2,985,638
 
3,014,295
 
2,884,805
 
30.7
 
7.60
 
Other Parking Income
1,514,479
 
1,701,392
 
1,759,836
 
1,753,647
 
18.7
 
4.62
 
 
14,992
 
13,009
 
12,015
 
14,604(2)
 
0.1
 
0.04
 
Less Vacancy & Credit Loss
0
 
0
 
0
 
(1,328,358)(3)
 
(14.1)
 
(3.50)
 
Effective Gross Income
$8,853,375
 
$9,121,742
 
$9,220,348
 
$9,391,092
 
100.0%
 
$24.75
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses
$4,083,214
 
$4,110,845
 
$3,836,413
 
$3,878,210
 
41.3%
 
$10.22
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Operating Income
$4,770,161
 
$5,010,897
 
$5,383,935
 
$5,512,882
 
58.7%
 
$14.53
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  TI/LC
0
 
0
 
0
 
455,255
 
4.8
 
1.20
 
  Capital Expenditures
0
 
0
 
0
 
151,752
 
1.6
 
0.40
 
Net Cash Flow
$4,770,161
 
$5,010,897
 
$5,383,935
 
$4,905,875
 
52.2%
 
$12.93
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI DSCR
1.75x
 
1.83x
 
1.97x
 
2.02x
 
 
 
 
 
NCF DSCR
1.75x
 
1.83x
 
1.97x
 
1.80x
 
 
 
 
 
NOI DY
10.3%
 
10.9%
 
11.7%
 
12.0%
 
 
 
 
 
NCF DY
10.3%
 
10.9%
 
11.7%
 
10.6%
 
 
 
 
 
  (1) Historical presentation of rents from the GSA-IRS and GSA-Social Security tenants were divided between rents and reimbursables, resulting in lower base rents and higher reimbursables than shown in U/W Base Rent and Total Reimbursable (which are presented in conformance with the respective GSA leases and estoppels).
  (2) Other income consists of ancillary antennae income and ATM revenue.
  (3) The underwritten economic vacancy is 14.8% (excludes Parking Income and Other Income).  The 312 Elm Property was 85.2% physically occupied as of February 11, 2015.
Appraisal.  As of the appraisal valuation date of January 20, 2015, the 312 Elm Property had an “as-is” appraised value of $67,000,000.
Environmental Matters.  According to a Phase I environmental site assessment dated December 17, 2014, there was no evidence of any recognized environmental conditions at the 312 Elm Property.
Market Overview and Competition.  The 312 Elm Property is located at the northeast corner of Elm Street and East Third Street, which is situated in the southwestern corner of the Cincinnati, Ohio CBD, just north of the Ohio River. The 312 Elm Property faces Paul Brown Stadium (home of NFL’s Cincinnati Bengals), with the Great American Ball Park (home of MLB’s Cincinnati Reds), the National Underground Freedom Center (museum) and The Banks (mixed-use project with retail/entertainment/office/residential) directly east of Paul Brown Stadium. Elm Street provides direct access to Interstate 71, less than one mile away. Interstate 71 connects with Interstate 471 on the east side of the central business district and connects with Interstate-75 on the west side of the central business district.

According to the appraisal, the 312 Elm Property is located in the CBD office submarket which consists of approximately 22.0 million square feet in 218 buildings.  Vacancy for the submarket was approximately 14.5% in fourth quarter 2014 with average rent of $17.34 per square foot.  The appraiser’s six-building competitive set had an average vacancy of 12.5% with net lease rates ranging from $9.15 to $20.00 per square foot includes the 312 Elm Property.  The appraiser assumed a market rent conclusion of $12.50 per square foot (net) for the 312 Elm Property.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
14

312 ELM
 
The following table presents certain information relating to comparable properties to the 312 Elm Property:

Competitive Set(1)

 
312 Elm
(Subject)
Broadway at
Queen City
Square
Atrium Two
Chiquita Center
First Financial
Center
Omnicare
Center
Scripps
Center
 Location
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
 Distance from Subject
--
0.5 miles
0.5 miles
0.5 miles
0.5 miles
0.5 miles
0.2 miles
 Property Type
Office
Office
Office
Office
Office
Office
Office
 Year Built/Renovated
1992/NAP
2006/NAP
1984/2012
1984/NAP
1991/NAP
1981/NAP
1990/NAP
 Stories
26
17
30
29
32
20
36
 Total GLA
379,379 SF
188,500 SF
653,604 SF
537,400 SF
525,036 SF
571,561 SF
538,607 SF
 Total Occupancy
85%
100%
92%
67%
98%
80%
89%
(1) Information obtained from the appraisal.
 
The Borrower. The borrower is 312 Elm Street Owner, LLC, which is 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 312 Elm Mortgage Loan. The borrower is a joint-venture that is indirectly owned by Rubenstein Properties Fund II, L.P. (“Fund II”)(90.0%), SCP Elm Plum LLC (5.0%) and ZW Equity Elm and Plum LLC (5.0%). Fund II is the guarantor of certain nonrecourse carveouts under the 312 Elm Mortgage Loan. Fund II also serves as the guarantor of certain non-recourse carveouts for 312 Plum Mortgage Loan which will be contributed to the WFCM 2015-C27 Trust.

The Sponsor. The sponsor is Rubenstein Properties Fund II, L.P. (“Fund II”).  Rubenstein Partners was founded in 2005 and currently manages two fully discretionary closed-end commercial real estate investment funds.  Fund I closed in 2006 and raised approximately $475 million, and Fund II held its final closing in April 2014 and raised $500 million.  Fund II currently owns seven assets and reported a market value of its real estate holdings of approximately $187.8 million as of September 30, 2014.

Escrows. The loan documents provide for upfront escrows of $421,472 for real estate taxes and $758,721 for tenant refurbishment allowances owed to Gannett (parent of Cincinnati Enquirer). The loan documents require monthly deposits of $140,491 for real estate taxes, $12,646 for replacement reserves and $31,615 for tenant improvements and leasing commissions (subject to a cap of $758,760). The loan documents do not require monthly escrows for insurance provided (i) no event of default has occurred and is continuing; (ii) the 312 Elm Property is covered by one or more blanket policies ; and (iii) the borrower provides the lender with timely proof of payment of insurance premiums. In addition, in connection with the acquisition of the 312 Elm Property by the borrower, the seller of the 312 Elm Property deposited $575,615 with a third party escrow agent, pursuant to an escrow agreement with the borrower, for payment and disbursement of costs associated with (i) outstanding tenant inducement costs owed to tenants, (ii) leasing or brokerage commissions and (iii) disputed underpayment of rent by GSA-IRS which would be due to the seller in the event that GSA-IRS retroactively pays additional rent to borrower for periods that seller owned the 312 Elm Property. The borrower assigned its rights under the escrow agreement to the lender pursuant to the terms thereof.

Lockbox and Cash Management.  The 312 Elm Mortgage Loan requires a lender-controlled lockbox account at within 30 days of the origination of the 312 Elm Mortgage Loan, and that the borrower directs tenants to deposit all rents, and the borrower or the property manager must deposit all rents received into the lockbox account within two business days of receipt. Prior to the occurrence of a 312 Elm Trigger Period (as defined below), all funds on deposit in the lockbox account are required to be distributed to the borrower. Upon the occurrence and continuance of a 312 Elm Trigger Period, all cash flow is swept to a lender-controlled cash management account.

So long as no event of default is continuing under the 312 Elm Mortgage Loan, amounts swept to the cash management account due to the existence of (i) a Gannett Trigger Period (as defined below) are to be used for the reimbursement of tenant improvements and leasing commissions associated with the space currently occupied by Gannett (the “Gannett Tenant Reserve”) and (ii) a GSA Trigger Period (as defined below) are to be used for the reimbursement of tenant improvements and leasing commissions associated with the space currently occupied by GSA-IRS (“GSA Tenant Reserve”).  If both a Gannett Trigger Period and GSA Trigger Period are continuing, and no other 312 Elm Trigger Period is then in effect, 69.0% of excess cash flow is allocable to the Gannett Tenant Reserve and 31.0% is allocable to the GSA Tenant Reserve.  During the continuance of a Gannett Trigger Period or a GSA Trigger Period, if the amortizing debt service coverage ratio is below 1.00x, the borrower may elect to have up to  $5.00 per square foot allocable to Gannett or GSA-IRS (as applicable) applied from the Gannett Tenant Reserve or GSA Tenant Reserve to any debt service shortfalls

A “312 Elm Trigger Period” will commence upon the earlier of (i) the occurrence of an event of default; (ii) the occurrence of a Gannett Trigger Period; (iii) the occurrence of a GSA Trigger Period; (iv) the guarantor breaching the net worth and liquidity covenants contained in the loan documents or; (v) the amortizing debt service coverage ratio being less than 1.20x based on the net cash flow determined quarterly. The 312 Elm Trigger Period will expire upon, with respect to clause (i), the cure of the applicable event of default; with respect to clause (ii), the Gannett Trigger Period ceasing to exist; with respect to clause (iii), the GSA Trigger Period ceasing to exist; with respect to clause (iv), the guarantor satisfying the applicable financial covenants for two consecutive calendar quarters; and with respect to clause (v), the amortizing debt service coverage ratio being equal to or greater than 1.20x for two consecutive calendar quarters.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
15

312 ELM
 
A “Gannett Trigger Period” will commence upon the earlier of the Cincinnati Enquirer (“Gannett”) (i) going dark; (ii) becoming subject to bankruptcy or insolvency proceedings; (iii) providing notice of early termination of its lease; (iv) defaulting on its lease; or (v) failing to give notice to extend its lease by 19 months prior to lease maturity for a minimum term of three years at a rent acceptable to lender. A Gannett Trigger Period, including, without limitation a Gannett Trigger Period arising due to caluse (iii), will expire either upon the borrower re-tenanting the space demised to Gannett to one or more replacement tenants acceptable to the lender pursuant to leases containing economic terms no less than the Gannett lease terms or upon; with respect to clause (i), two consecutive calendar months after the reopening of the applicable tenant after it has gone dark; with respect to clause (ii), a reaffirmation of the applicable lease in bankruptcy or other insolvency proceedings, provided that the terms of the lease remain substantially similar to the original lease terms; with respect to clause (iv), the cure of the applicable default; or with respect to clause (v), (a) the tenant renewing its lease at market terms or a replacement tenant acceptable to Lender is occupying and paying full rent or (b) deposits made to the cash management account due to a Gannett Trigger Period equal or exceed $25.00 per square foot of the Gannett space ($2,747,475).

A “GSA Trigger Period” means a period commencing upon the earlier of the GSA-IRS (i) going dark; (ii) becoming subject to bankruptcy or insolvency proceedings; (iii) providing notice of early termination of its lease; (iv) defaulting on its lease; or (v) failing to give notice by 12-months prior to its lease expiration to extend its lease for a minimum term of three years at a rent acceptable to lender. A GSA Trigger Period, including, without limitation, a GSA Trigger Period arising due to clause (iii), will expire either upon the borrower re-tenanting the space demised to GSA-IRS to one or more replacement tenants acceptable to lender pursuant to leases containing economic terms no less than the GSA-IRS lease terms or upon; with respect to clause (i), the date which is two consecutive calendar months after the reopening of the applicable tenant after it has gone dark; with respect to clause (ii), a reaffirmation of the applicable lease in bankruptcy or other insolvency proceedings, provided that the terms of the lease remain substantially similar to the original lease terms; with respect to clause (iv), the cure of the applicable default; or with respect to clause (v), (a) the tenant renewing its lease at market terms or a replacement tenant acceptable to lender is occupying and paying full unabated rent or (b) deposits made to the cash management account due to the existence of the a GSA Trigger Period equal or exceed $25.00 per square foot of the GSA-IRS premises ($1,225,150).

Property Management.  The 312 Elm Property is managed by affiliates of the borrower.
Assumption. The borrower has the right at any time to transfer the 312 Elm Property provided that certain conditions are satisfied or otherwise waived in accordance with the terms of the loan documents, including (i) no event of default has occurred and is continuing; (ii) receipt by the lender of an assumption fee, (iii) approval by the lender (which may not be unreasonably withheld) of the proposed transferee, taking into consideration the proposed transferee’s (or its sponsor’s) identity, experience, financial condition, and credit worthiness (including net worth and liquidity); and (iv) the lender has received confirmation from DBRS, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 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 provides coverage for terrorism in an amount equal to the full replacement cost of the 312 Elm 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.
16

 
No. 4 – Marriott Greensboro
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Rialto Mortgage Finance, LLC
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Hospitality
Original Principal Balance:
$44,000,000
 
Specific Property Type:
Full Service
Cut-off Date Principal Balance:
$43,833,356
 
Location:
Greensboro, NC
% of Initial Pool Balance:
4.2%
 
Size:
281 Rooms
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Room:
$155,991
Borrower Name:
Columbia Properties Greensboro, Ltd.
 
Year Built/Renovated:
1983/2013
Sponsor:
Columbia Sussex Corporation; CSC Holdings, LLC
 
Title Vesting:
Fee
Mortgage Rate:
4.750%
 
Property Manager:
Self-managed
Note Date:
December 2, 2014
 
3rd Most Recent Occupancy (As of)(2):
63.3% (12/31/2011)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of) (2):
65.7% (12/31/2012)
Maturity Date:
December 6, 2024
 
Most Recent Occupancy (As of) (2):
60.3% (12/31/2013)
IO Period:
None
 
Current Occupancy (As of):
62.2% (TTM 11/30/2014)
Loan Term (Original):
120 months
   
Seasoning:
3 months
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of) (2):
$4,480,509 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of) (2):
$4,078,552 (12/31/2013)
Call Protection:
L(27),D(89),O(4)
 
Most Recent NOI (As of) (2):
$5,113,090 (TTM 11/30/2014)
Lockbox Type:
Hard/Springing Cash Management
   
Additional Debt:
None
 
U/W Revenues:
$11,723,328
Additional Debt Type:
NAP
 
U/W Expenses:
$6,686,952
     
U/W NOI:
$5,036,376
     
U/W NCF:
$4,567,443
     
U/W NOI DSCR:
1.83x
Escrows and Reserves(1):
   
U/W NCF DSCR:
1.66x
     
U/W NOI Debt Yield:
11.5%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
10.4%
Taxes
$26,603
$25,336
NAP
 
As-Is Appraised Value:
$63,800,000
Insurance
$32,728
$7,792
NAP
 
As-Is Appraisal Valuation Date:
October 16, 2014
FF&E
$0
$38,919
NAP
 
Cut-off Date LTV Ratio:
68.7%
Renovation Reserve
$0
Springing
NAP
 
LTV Ratio at Maturity or ARD:
56.2%
 
(1) See “Escrows” section.
(2) Marriott Greensboro underwent significant lobby and common area renovations in 2013, resulting in slight disruption in 2013 performance.

The Mortgage Loan.  The mortgage loan (the “Marriott Greensboro Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in a full service hotel located in Greensboro, North Carolina (the “Marriott Greensboro Property”). The Marriott Greensboro Mortgage Loan was originated on December 2, 2014 by Rialto Mortgage Finance, LLC. The Marriott Greensboro Mortgage Loan had an original principal balance of $44,000,000, has an outstanding principal balance as of the Cut-off Date of $43,833,356 and accrues interest at an interest rate of 4.750% per annum. The Marriott Greensboro Mortgage Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Marriott Greensboro Mortgage Loan matures on December 6, 2024.

Following the lockout period, the borrower has the right to defease the Marriott Greensboro Mortgage Loan in whole, but not in part, on any date before September 6, 2024. In addition, the Marriott Greensboro Mortgage Loan is prepayable without penalty on or after September 6, 2024.
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$44,000,000
 
100.0%
 
Loan Payoff(1)
$25,290,110
 
57.5%
         
Closing Costs
234,604
 
    0.5
         
Reserves
59,331
 
    0.1
         
Return of Equity
18,415,955
 
  41.9
Total Sources
$44,000,000
 
100.0%
 
Total Uses
$44,000,000
 
100.0%
(1) The Marriott Greensboro Downtown Property was previously securitized in GECMC 2005-C4.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
17

 
MARRIOTT GREENSBORO

The Property.  The Marriott Greensboro Property is a 281 room, 11-story, full service hotel located in Greensboro, North Carolina. The Marriott Greensboro Property was built in 1983 and is situated on a 3.0 acre site. The Marriott Greensboro Property comprises nine meeting rooms totaling 20,000 square feet, which are located east of the lobby on the first floor and the east side of the second floor. Guestrooms are located on levels three through 11 with a guestroom mix of 117 king bedrooms, 156 double queen bedrooms, seven suites and one hospitality suite. In 2013, the Marriott Greensboro Property underwent renovations to the public areas. The Marriott Greensboro Property amenities include a concierge desk, full-service business center, indoor swimming pool, market pantry, fitness center, valet laundry, two concierge floors, and a 100-seat full-service restaurant open for breakfast, lunch and dinner along with room service. In-room amenities at the Marriott Greensboro Property include a dresser with a 32-inch flat-screen television (some of the suites offer 40-inch screens), work desk with chair, wireless, and high-speed internet access. The Marriott Greensboro Property contains 700 surface/garage parking spaces for valet and self-park use, resulting in a parking ratio of 2.5 spaces per room. The 20-year franchise agreement with Marriott International, Inc. expires December 8, 2020.

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 Marriott Greensboro Property:
Cash Flow Analysis
 
2012
 
2013
 
TTM
11/30/2014
 
U/W
 
% of U/W
Total
Revenue
 
U/W $ per
Room(1)
 
Occupancy
65.7%
 
60.3%
 
62.2%
 
62.2%
         
ADR
$126.32
 
$128.23
 
$135.11
 
$135.11
         
RevPAR
$83.02
 
$77.38
 
$84.05
 
$84.05
         
                         
Total Revenue
$11,105,807
 
$10,501,978
 
$11,723,328
 
$11,723,328
 
100.0%
 
$41,720
 
Total Department Expenses
3,106,932
 
2,977,103
 
3,296,101
 
3,296,101
 
28.1
 
11,730
 
Gross Operating Profit
$7,998,875
 
$7,524,875
 
$8,427,227
 
$8,427,227
 
71.9%
 
$29,990
 
                         
Total Undistributed Expenses
3,080,774
 
3,009,972
 
2,872,156
 
2,993,309
 
25.5
 
10,652
 
    Profit Before Fixed Charges
$4,918,101
 
$4,514,903
 
$5,555,071
 
$5,433,918
 
46.4%
 
$19,338
 
                         
Total Fixed Charges
437,592
 
436,351
 
441,981
 
397,542
 
3.4
 
1,415
 
                         
Net Operating Income
$4,480,509
 
$4,078,552
 
$5,113,090
 
$5,036,376
 
43.0%
 
$17,923
 
FF&E
444,239
 
420,085
 
467,029
 
468,933
 
4.0
 
1,669
 
Net Cash Flow
$4,036,270
 
$3,658,467
 
$4,646,061
 
$4,567,443
 
39.0%
 
$16,254
 
                         
NOI DSCR
1.63x
 
1.48x
 
1.86x
 
1.83x
         
NCF DSCR
1.47x
 
1.33x
 
1.69x
 
1.66x
         
NOI DY
10.2%
 
9.3%
 
11.7%
 
11.4%
         
NCF DY
9.2%
 
8.3%
 
10.6%
 
10.4%
         
                         

  (1) Marriott Greensboro underwent significant lobby and common area renovations in 2013, resulting in slight disruption in 2013 performance.

Appraisal.  As of the appraisal valuation date of October 16, 2014, the Marriott Greensboro Downtown Property had an “as-is” appraised value of $63,800,000.

Environmental Matters.  According to a Phase I environmental assessment dated October 21, 2014, there was no evidence of any recognized environmental conditions at the Marriott Greensboro Property.

Market Overview and Competition.  The Marriott Greensboro Property is located in Greensboro, North Carolina, along North Greene Street, and is bounded by West Lindsay Street to the north and North Elm Street to the east. Greensboro is part of the greater Guilford County economic base, which comprises a diverse and expanding group of sectors and industries including aviation, logistics, light manufacturing, life science and professional service. Greensboro is also home to several universities and colleges including the University of North Carolina at Greensboro, North Carolina Agricultural and Technical State University, Guilford College, Bennett College, Elon University School of Law, and Greensboro College. Primary regional access to the area is provided by Interstate 40 which extends to Raleigh to the east and Winston-Salem to the west. Greensboro is currently experiencing significant redevelopment in the retail/restaurant and residential sectors. Within the immediate proximity of the Marriott Greensboro Property, land use is primarily commercial in nature. Some specific neighboring properties in the area include the Elm Street Center, Greensboro Children’s Museum, Carolina Theatre, Natty Greene’s Pub and Brewing Co., and the International Civil Rights Center & Museum.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
18

MARRIOTT GREENSBORO
 
The following table presents certain information relating to the Marriott Greensboro Property’s competitive set:

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

 
Competitive Set
 
Marriott Greensboro
 
Penetration Factor
 
Year
Occupancy
 
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
9/30/2014 TTM
59.4%
 
$124.12
 
$73.73
 
61.9%
 
$134.48
 
$83.18
 
104.1%
 
108.3%
 
112.8%
 
9/30/2013 TTM
57.1%
 
$120.93
 
$69.10
 
61.3%
 
$126.58
 
$77.54
 
107.2%
 
104.7%
 
112.2%
 
9/30/2012 TTM
59.5%
 
$112.38
 
$66.83
 
65.4%
 
$125.90
 
$82.31
 
109.9%
 
112.0%
 
123.2%
 
(1) Information obtained from a third party hospitality research report dated October 17, 2014.  The competitive set includes: Marriott Greensboro High Point Airport, Clarion Hotel Greensboro Airport, Embassy Suites Greensboro Airport and O Henry Hotel.

The Borrower.  The borrower is Columbia Properties Greensboro, Ltd., 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 Marriott Greensboro Mortgage Loan.  Columbia Sussex Corporation and CSC Holdings, LLC are the guarantors of certain nonrecourse carveout liabilities under the Marriott Greensboro Mortgage Loan.

The Sponsor.  The sponsors are Columbia Sussex Corporation (“Columbia Sussex”) and CSC Holdings, LLC, a Kentucky corporation and an Ohio limited liability company, respectively. Founded in 1972, Columbia Sussex has owned and operated hospitality properties for more than 40 years. Currently, Columbia Sussex owns and manages 35 hospitality assets, including the brands of JW Marriott, Marriott, Courtyard by Marriott, Hilton, DoubleTree by Hilton, Renaissance, and Westin.

Escrows.  The loan documents provide for upfront escrows in the amount of $26,603 for real estate taxes and $32,728 for insurance. The loan documents require monthly escrows in the amount of $25,336 for real estate taxes and $7,792 for insurance and $38,919 for FF&E reserves in 2015. After 2015, the borrower will be required to deposit into the FF&E reserves account the greater of (a) one-twelfth of 4.0% of gross income and (b) if applicable, any amount required to be reserved under the management agreement or the franchise agreement. After the occurrence of a Renovation Reserve Trigger Event Date (as defined below), the loan documents provide for an excess cash sweep and require that all excess cash each month be deposited into the renovation reserve to be used for any property improvement plan requirements under a Replacement Franchise Agreement (as defined below).

A “Renovation Reserve Trigger Event Date” means (i) any date on which lender or borrower is notified by a franchisor that it intends to terminate its franchise agreement as of a date prior to the scheduled expiration date and (ii) the monthly payment date occurring in December 2019.

Lockbox and Cash Management.  The Marriott Greensboro Mortgage Loan requires the borrower to establish a lender-controlled lockbox account, which is already in place, and to direct the property manager to deliver all receipts payable with respect to the Marriott Greensboro 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 two business days of receipt.

Other than during a Cash Management Trigger Event (as defined below), all excess funds on deposit in the lockbox account are disbursed to the borrower.  During a Cash Management Trigger Event, funds in the lockbox account are transferred daily into the cash management account, where they are applied in accordance with the loan documents, and, provided no Cash Sweep Event (as defined below) is in effect, all excess funds on deposit in the cash management account are disbursed to borrower in accordance with the cash management agreement.

A “Cash Management Trigger Event” and “Cash Sweep Event” will commence upon the occurrence of (i) an event of default; (ii) any bankruptcy action of borrower; (iii) any bankruptcy action of any guarantor; (iv) any bankruptcy action of the manager; (v) a Cash Management DSCR Trigger Event (as defined below) or a Cash Sweep DSCR Trigger Event (as defined below), as applicable; or (vi) a Renovation Reserve Trigger Event Date.

A Cash Management Trigger Event and Cash Sweep Event will expire, with regard to clause (i) above, when such event of default has been cured; with respect to clause (ii), when such bankruptcy petition has been discharged, stayed, or dismissed among other conditions(and with respect to the expiration of a Cash Sweep Event, such occurs within thirty days of such filing); with respect to clause (iii), when such bankruptcy petition has been discharged, stayed, or dismissed (and with respect to the expiration of a Cash Sweep Event, such occurs within thirty days of such filing); with respect to clause (iv), when the borrower has replaced the manager with a qualified manager acceptable to the lender or when such bankruptcy petition has been discharged, stayed or dismissed among other conditions (and with respect to the expiration of a Cash Sweep Event, such occurs within 120 days); with respect to clause (v), once the trailing 12-month debt service coverage ratio is greater than 1.30x for two consecutive quarters among other conditions; and with respect to clause (vi), on the first date after the following conditions have been satisfied (among other conditions): (a) the franchise agreement has been renewed or replaced with a Replacement Franchise Agreement (as defined below) and (b) (i) in connection with the expiration of a Cash Management Trigger Event, all property improvement plan requirements under the Replacement Franchise Agreement have been fully satisfied, completed and fully paid for, and (ii) in connection with the expiration of a Cash Sweep Event, the combined balance of the capital expenditure reserve and renovation reserve is greater than an amount equal to 125% of the cost to fully satisfy, complete and pay for the property improvement plan under the Replacement Franchise Agreement, in accordance with the PIP budget among other conditions. Notwithstanding the foregoing, a cure of any Cash Sweep Event may occur no more than two times during the term of the Marriott Greensboro 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.
 
19

 
MARRIOTT GREENSBORO

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

A “Cash Sweep DSCR Trigger Event” occurs on any date the amortizing net operating income debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination, is less than 1.10x.

A “Replacement Franchise Agreement” means (i)(a) a franchise, trademark and license agreement with a  Qualified Franchisor (as defined below) (1) substantially in the same form and substance as the franchise agreement currently in effect or (2) in a form reasonably acceptable to lender (provided that with respect to this clause (2), the lender may require that borrower shall have obtained confirmation from DBRS, KBRA and Moody’s that the execution of the new franchise agreement will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates) or (b) a renewal franchise agreement with the current franchisor in its then current form, or provided that in the case the agreement has a term expiring no earlier than five years after the Marriott Greensboro Mortgage Loan maturity date; and the franchisor has delivered a “comfort letter” in a form reasonably accepted to lender.

A “Qualified Franchisor” means (i) the current franchisor or (ii) a reputable and experience franchisor (which may be an affiliate of borrower) which, in the reasonable judgment of lender, possesses experience in flagging hotel properties similar in location, size, class, use, operation and value as the Marriott Greensboro Property; provided, unless the franchisor is the current franchisor, the borrower is required to deliver (a) confirmation from DBRS, KBRA and Moody’s that the entering into a franchise agreement with such franchisor will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates and (b) if the new franchisor is an affiliate of the borrower, a non-consolidation opinion reasonably acceptable to the lender and acceptable to the rating agencies in their sole discretion.

Property Management.  The Marriott Greensboro Property is managed by an affiliate of the borrower.

Assumption.  The borrower has the right to transfer the Marriott Greensboro Property, after the first anniversary of the first monthly payment date; 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 the transferee’s 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 DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 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 equal to the full replacement cost of the Marriott Greensboro Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12‑month extended period of indemnity.
Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of the Marriott Greensboro Property during the loan term. At the time of closing, the Marriott Greensboro Property had insurance coverage for windstorms.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
20

 
 
No. 5 – Capital Penn Self Storage Portfolio
 
Loan Information
 
Property Information
         
Mortgage Loan Seller:
Rialto Mortgage Finance, LLC
 
Single Asset/Portfolio:
Portfolio
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Self Storage
Original Principal Balance:
$37,665,000
 
Specific Property Type:
Self Storage
Cut-off Date Principal Balance:
$37,606,397
 
Location:
Various – See Table
% of Initial Pool Balance:
3.6%
 
Size:
592,854 SF
Loan Purpose:
Acquistion
 
Cut-off Date Principal
Balance Per SF:
$63.43
Borrower Name(1):
Various
 
Year Built/Renovated:
Various – See Table
Sponsors:
Robert Moser; Robert Morgan
 
Title Vesting:
Fee
Mortgage Rate:
4.560%
 
Property Manager:
Self-managed
Note Date:
February 10, 2015
 
3rd Most Recent Occupancy (As of):
NAV
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
60.8% (12/31/2012)
Maturity Date:
February 6, 2022
 
Most Recent Occupancy (As of):
63.6% (12/31/2013)
IO Period:
None
 
Current Occupancy (As of)(4):
67.9% (Various)
Loan Term (Original):
84 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$4,026,411 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$4,078,027 (12/31/2013)
Call Protection:
L(25),D(55),O(4)
 
Most Recent NOI (As of):
$4,240,851 (12/31/2014)
Lockbox Type:
Springing (Without Established Account)
   
Additional Debt(2):
Yes
     
Additional Debt Type(2):
Mezzanine
 
U/W Revenues:
$5,646,596
    
U/W Expenses:
$1,590,850
    
U/W NOI:
$4,055,746
    
U/W NCF:
$3,966,876
Escrows and Reserves(3):
   
U/W NOI DSCR:
1.76x
     
U/W NCF DSCR:
1.72x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
10.8%
Taxes
$356,590
$42,451
NAP
 
U/W NCF Debt Yield:
10.5%
Insurance
$47,023
$4,478
NAP
 
As-Is Appraised Value:
$54,100,000
Replacement Reserves
$0
$7,406
NAP
 
As-Is Appraisal Valuation Date(5):
Various
Deferred Maintenance
$80,275
$0
NAP
 
Cut-off Date LTV Ratio:
69.5%
Free Rent Reserve
$5,400
$0
NAP
 
LTV Ratio at Maturity or ARD:
61.0%
(1) See “Borrower” section.
(2) See “Subordinate and Mezzanine Indebtedness” section.
(3) See “Escrows” section.
(4) See “Historical Occupancy” section.
(5)           See “Appraisals” section

The Mortgage Loan.  The mortgage loan (the “Capital Penn Self Storage Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering nine self storage properties totaling 592,854 square feet which are located in seven cities in Pennsylvania (the “Capital Penn Self Storage Portfolio Properties”). The Capital Penn Self Storage Portfolio Mortgage Loan was originated on February 10, 2015 by Rialto Mortgage Finance, LLC. The Capital Penn Self Storage Portfolio Mortgage Loan had an original principal balance of $37,665,000, has an outstanding principal balance as of the Cut-off Date of $37,606,397 and accrues interest at an interest rate of 4.560% per annum. The Capital Penn Self Storage Portfolio Mortgage Loan had an initial term of 84 months, has a remaining term of 83 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Capital Penn Self Storage Portfolio Mortgage Loan matures on February 6, 2022.

Following the lockout period, the borrower has the right to defease the Capital Penn Self Storage Portfolio Mortgage Loan in whole or in part (see “Partial Release” section), on any date before November 6, 2021. In addition, the Capital Penn Self Storage Portfolio Mortgage Loan is prepayable without penalty on or after November 6, 2021.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
21

 
CAPITAL PENN SELF STORAGE PORTFOLIO
 
Sources and Uses

Sources
       
Uses
       
Original loan amount
$37,665,000
 
78.4%
 
Purchase Price
$45,950,000
 
95.6%
 
Mezzanine Financing(1)
4,185,000
 
8.7    
 
Closing Costs(2)
1,619,386
 
3.4    
 
Sponsor’s new cash contribution
6,208,674
 
  12.9    
 
Reserves
489,288
 
   1.0    
 
Total Sources
$48,058,674
 
100.0%
 
Total Uses
$48,058,674
 
100.0%
 
(1) The mezzanine loan is held by RMezz Capital SS, LLC.

The Properties.  The Capital Penn Self Storage Portfolio Properties comprise nine self storage properties totaling 592,854 square feet and are located in seven cities in Pennsylvania. The Capital Penn Self Storage Portfolio Properties were constructed between 1942 and 2014. As of December 5, 2014 and December 19, 2014, the Capital Storage Penn Storage Portfolio Properties were 67.9% occupied.

The following table presents certain information relating to the portfolio composition of the Capital Penn Self Storage Portfolio Properties:
Property Name – Location
Allocated
Original
Principal
Balance
% of
Portfolio
Original
Principal
Balance
Occupancy
Year Built/
Renovated
Net
Rentable
Area (SF)
Appraised
Value
Mechanicsburg – Mechanicsburg, PA
$7,000,000
 
18.6%
 
  80.2%
1999/NAP
78,150
 
$9,670,000  
Enola – Enola, PA
$4,875,000
 
12.9%
 
  80.9%
1997/NAP
58,959
 
$6,650,000  
East York – York, PA
$4,750,000
 
12.6%
 
  74.1%
1942, 2008, 2012/NAP
64,055
 
$6,450,000  
Middletown – Middletown, PA
$4,365,000
 
11.6%
 
  62.4%
2004/NAP
73,125
 
$6,040,000  
Harrisburg West – Harrisburg, PA
$4,175,000
 
11.1%
 
  78.7%
2006/NAP
58,265
 
$5,700,000  
Harrisburg North – Harrisburg, PA
$4,000,000
 
10.6%
 
  72.4%
1998-2002/NAP
54,025
 
$5,450,000  
Hanover – Hanover, PA
$3,250,000
 
8.6%
 
  76.5%
2002/NAP
59,100
 
$4,550,000  
Dover – Dover, PA
$3,150,000
 
8.4%
 
  51.2%
1986/NAP
76,625
 
$4,520,000  
West York - York, PA
$2,100,000
 
5.6%
 
  42.4%
2009-2014/NAP
70,550
 
$5,070,000  
Total/Weighted Average
$37,665,000
 
100.0%
 
  67.9%
 
592,854
 
$54,100,000  

The following table presents historical occupancy percentages at the Capital Penn Self Storage Portfolio Properties:

Historical Occupancy

 
12/31/2012(1)
 
 
12/31/2013(1)
 
 
12/19/2014(2)
60.8%
 
63.6%
 
67.9%
(1) Information obtained from the borrower.
   
(2) Information obtained from the underwritten rent roll. The Harrisburg North, Harrisburg, PA property has an occupancy date of December 5, 2014. December 19, 2014 is the occupancy date for the remaining eight Capital Penn Self Storage Portfolio Properties.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
22

 
CAPITAL PENN SELF STORAGE PORTFOLIO
 
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 Capital Penn Self Storage Portfolio Properties:
Cash Flow Analysis
 
2012
 
2013
 
2014
   
U/W
 
% of U/W
Effective
Gross Income
U/W $ per SF
Base Rent
$4,818,375
   
$4,909,674
   
$5,048,796
   
$5,048,796
   
89.4%  
 
$8.52
 
Grossed Up Vacant Space
0
   
0
   
0
   
0
   
0.0  
 
0.00
 
Other Income(1)
521,251
   
539,693
   
597,800
   
597,800
   
10.6  
 
1.01
 
Less Vacancy & Credit Loss
0
   
0
   
0
   
0
   
0.0  
 
0.00
 
                                 
Effective Gross Income
$5,339,626
   
$5,449,368
   
$5,646,596
   
$5,646,596
   
100.0%  
 
$9.52
 
                                 
Total Operating Expenses
$1,313,215
   
$1,371,341
   
$1,405,745
   
$1,590,850
   
28.2%  
 
$2.68
 
                                 
Net Operating Income
$4,026,411
   
$4,078,027
   
$4,240,851
   
$4,055,746
   
71.8%  
 
$6.84
 
Capital Expenditures
0
   
0
   
0
   
88,871
   
1.6  
 
0.15
 
Net Cash Flow
$4,026,411
   
$4,078,027
   
$4,240,851
   
$3,966,876
   
70.3%  
 
$6.69
 
                                 
NOI DSCR
1.75x
 
1.77x
 
1.84x
 
1.76x
         
NCF DSCR
1.75x
 
1.77x
 
1.84x
 
1.72x
         
NOI DY
10.7%
 
10.8%
 
11.3%
 
10.8%
         
NCF DY
10.7%
 
10.8%
 
11.3%
 
10.5%
         
(1)   Other income includes administrative fees, points of sale, insurance premiums, late fees, auction proceeds, transfer fees and miscellaneous income.

Appraisal.  As of the appraisal valuation dates ranging from December 15, 2014 to December 16, 2014, the Capital Penn Self Storage Portfolio Properties had an “as-is” appraised value of $54,100,000.

Environmental Matters.  According to Phase I environmental assessments dated from December 19, 2014 to December 30, 2014, there was no evidence of any recognized environmental conditions at the Capital Penn Self Storage Portfolio Properties.

The Borrower. The borrower comprises nine individual single purpose Delaware limited liability companies, each with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Capital Penn Self Storage Portfolio Mortgage Loan. Robert Morgan and Robert Moser are the guarantors of certain non-recourse carveouts under the Capital Penn Self Storage Portfolio Mortgage Loan.

The Sponsors.  The sponsors are Robert Morgan and Robert Moser. Robert Morgan founded Morgan Management, LLC in 1998 and has more than 30 years of experience as an owner, operator, and developer of commercial real estate. Robert Moser has over 15 years of experience as an owner, operator, and developer of commercial real estate. Together Mr. Morgan and Mr. Moser have developed, acquired and currently manage a portfolio of institutional-grade commercial real estate across 13 states that is valued at approximately $2.35 billion. The Morgan Management Portfolio includes more than 20,000 multifamily units valued at $1.8 billion; approximately 1.0 million square feet of commercial space valued at $175 million; over 6,800 manufactured housing units valued at $270 million; and 35 self-storage facilities valued at approximately $130 million.

Escrows.  The loan documents provide for upfront reserves in the amount of $356,590 for real estate taxes, $47,023 for insurance, $80,275 for deferred maintenance and $5,400 for free rent for the cell tower lease.  The loan documents require ongoing monthly deposits of $42,451 for real estate taxes, $4,478 for insurance and $7,406 for replacement reserves.

Lockbox and Cash Management.  Upon the occurrence of a Cash Management Trigger Event (as defined below) the Capital Penn Self Storage Portfolio Mortgage Loan requires (i) the borrower to establish a lender-controlled lockbox account and requires that the borrower direct each credit card company with which the borrowers have entered into merchant’s agreements to deliver all receipts payable with respect to Capital Storage Penn Portfolio directly into the lockbox account and (ii) that all revenues received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Other than during a Cash Sweep Event (as defined below), all excess cash flow on deposit are disbursed to the borrower.

A “Cash Management Trigger Event” and a “Cash Sweep Event” means (i) an event of default under the Capital Penn Self Storage Portfolio Mortgage Loan or the related mezzanine loan; (ii) any bankruptcy action of borrower; (iii) any bankruptcy action of guarantor; (iv) any bankruptcy action of manager; or (v) a Cash Management DSCR Trigger Event or Cash Sweep DSCR Trigger Event, as applicable. A Cash Management Trigger Event or Cash Sweep Trigger Event, as applicable, will end: with respect to clause (i), when such event of default has been cured, among other conditions; with respect to clause (ii), when such bankruptcy petition has been discharged, stayed, or dismissed, among other conditions; with respect to clause (iii), when such bankruptcy petition has been discharged, stayed, or dismissed; with respect to clause (iv), when the borrower has replaced the manager with a qualified manager acceptable to the lender or when such bankruptcy petition has been discharged, stayed or dismissed, among other conditions; and with respect to clause (v), once the debt service coverage ratio is greater than 1.30x(with respect to the expiration of a Cash Management Trigger Event) or 1.25x (with respect to the expiration of a Cash Sweep Event), for two consecutive quarters, among other conditions. A Cash Management Trigger Event Cure may occur no more than four times during the term of the Capital Penn Self Storage Portfolio 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.
23

 
CAPITAL PENN SELF STORAGE PORTFOLIO
 
A “Cash Management DSCR Trigger Event” occurs upon any date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is less than 1.25x.

A “Cash Sweep DSCR Trigger Event” occurs upon any date the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of such determination is less than 1.20x.

Property Management.  The Capital Penn Self Storage Portfolio Properties are managed by an affiliate of the borrower.

Assumption.  The borrower has a right to transfer the Capital Penn Self Storage Portfolio Properties after February 10, 2016, 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 DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.

Partial Release.  Following the lockout period and prior to November 6, 2021, partial release of individual properties is permitted upon the defeasance of 115% of the original allocated loan amount for each individual property, subject to certain standard release criteria among other conditions, including: (i) after such release, (A) the debt service coverage ratio (based upon the trailing 12-month period immediately preceding the date of such determination) for all remaining properties is not less than the greater of (a) 1.68x and (b) the combined debt service coverage ratio of all properties immediately prior to the release; (B) the loan to value is not greater than the lesser of (a) 69.9%, and (b) the combined loan to values of all properties immediately prior to the release; (ii) the lender receives rating agency confirmation; (iii) the mezzanine borrower has partially prepaid the mezzanine loan in accordance with the mezzanine loan documents; and (iv) the lender has received confirmation from the mezzanine lender that the mezzanine borrower has partially prepaid the mezzanine loan in accordance with clause (iii), among other conditions.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  As of February 10, 2015, RMezz Capital SS, LLC is the holder of a mezzanine loan in the original amount of $4,185,000 (the “Capital Penn Self Storage Portfolio Mezzanine Loan”) from Prime Capital PA LLC, a Delaware limited liability company that directly owns 100.0% of each of the Capital Penn Self Storage Portfolio borrowers. The Capital Penn Self Storage Portfolio Mezzanine Loan accrues interest at an interest rate of 12.500% per annum and requires payments of principal and interest based on a 30-year amortization schedule. The Capital Penn Self Storage Portfolio Mezzanine Loan matures on February 6, 2022.
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 Capital Penn Self Storage Portfolio Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
24


No. 6 – Albuquerque Plaza
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Office
Original Principal Balance:
$35,000,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance:
$34,925,241
 
Location:
Albuquerque, NM
% of Initial Pool Balance:
3.3%
 
Size:
358,196 SF
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per SF:
$97.50
Borrower Name:
Albuquerque Plaza Office Investment, LLC
 
Year Built/Renovated:
1989/2011
Sponsors:
Christopher R. Smith; James M. Long
 
Title Vesting(2):
Various
Mortgage Rate:
4.140%
 
Property Manager:
Self-managed
Note Date:
February 5, 2015
 
3rd Most Recent Occupancy (As of):
83.3% (12/31/2011)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
84.8% (12/31/2012)
Maturity Date:
February 11, 2025
 
Most Recent Occupancy (As of):
87.1% (12/31/2013)
IO Period:
None
 
Current Occupancy (As of):
83.1% (1/1/2015)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
300 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$4,197,594 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$4,597,027 (12/31/2013)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of):
$4,301,720 (TTM 11/30/2014)
Lockbox Type:
Hard/Upfront Cash Management
   
Additional Debt:
None
     
Additional Debt Type:
NAP
     
         
         
     
U/W Revenues:
$8,103,523
     
U/W Expenses:
$3,939,897
Escrows and Reserves(1):
   
U/W NOI:
$4,163,626
         
U/W NCF:
$3,701,434
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI DSCR:
1.85x
Taxes
$189,240
$47,310
NAP
 
U/W NCF DSCR:
1.65x
Insurance
$22,470
$7,490
NAP
 
U/W NOI Debt Yield:
11.9%
Replacement Reserves
$0
$7,462
$268,647
 
U/W NCF Debt Yield:
10.6%
TI/LC Reserve
$66,000
$36,715
$1,321,743
 
As-Is Appraised Value:
$57,000,000
Tenant Specific TI/LC Reserve
$403,379
$0
NAP
 
As-Is Appraisal Valuation Date:
December 2, 2014
Ground Rent Reserve
$9,042
$0
NAP
 
Cut-off Date LTV Ratio:
61.3%
Business Improvement District Tax
$0
Springing
NAP
 
LTV Ratio at Maturity or ARD:
44.4%
             
    (1) See “Escrows” section.
    (2) See “Ground Leases” section.
The Mortgage Loan.  The mortgage loan (the “Albuquerque Plaza Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a 22-story office building and an adjacent parking garage located in Albuquerque, New Mexico (the “Albuquerque Plaza Property”).  The Albuquerque Plaza Mortgage Loan was originated on February 5, 2015 by Wells Fargo Bank, National Association.  The Albuquerque Plaza Mortgage Loan had an original principal balance of $35,000,000, has an outstanding principal balance as of the Cut-off Date of $34,925,241 and accrues interest at an interest rate of 4.140% per annum.  The Albuquerque Plaza Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 25-year amortization schedule. The Albuquerque Plaza Mortgage Loan matures on February 11, 2025.

Following the lockout period, the borrower has the right to defease the Albuquerque Plaza Mortgage Loan in whole, but not in part, on any date before November 11, 2024.  In addition, the Albuquerque Plaza Mortgage Loan is prepayable without penalty on or after November 11, 2024.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
25

ALBUQUERQUE PLAZA
 
Sources and Uses

Sources
       
Uses
     
Original loan amount
$35,000,000
 
100.0%
 
Loan payoff(1)
$27,214,830
 
77.8%
         
Reserves
690,131
 
2.0
         
Closing costs
375,008
 
1.1
         
Return of equity
6,720,031
 
19.2
Total Sources
$35,000,000
    100.0%
 
Total Uses
$35,000,000
 
100.0%
(1) The Albuquerque Plaza Property was previously securitized in GSMS 2005–GG4.
The Property.  The Albuquerque Plaza Property is a 22-story, class A office tower totaling 358,196 square feet with ground floor retail and an attached parking garage located in Albuquerque, New Mexico. Built in 1989, the Albuquerque Plaza Property is the tallest property in New Mexico and is adjacent and connected to the Hyatt Regency hotel (not part of the collateral, but is also owned by the Albuquerque Plaza sponsors). The Albuquerque Plaza Property has a two-story granite and marble lobby and provides for panoramic views of the Sandia Mountains and the Albuquerque central business district.  Amenities at the Albuquerque Plaza Property include a Bank of Albuquerque branch, Starbuck’s, sundry shop, Keva Juice, bakery/deli, hair salon, on-site leasing/management, 24-hour security desk, and the adjacent 395-room, four diamond-rated Hyatt Regency hotel that offers dining rooms,  fitness center,  rooftop pool, and over 30,000 square feet of meeting function space. Parking is provided via a two-level attached 476-space parking structure, with up to 350 additional spaces available offsite in nearby, publicly accessible, non-owned parking garages located within a block of the Albuquerque Plaza Property. Approximately 230 spaces in the onsite garage are allocated for use by the adjacent Hyatt Regency hotel, leaving approximately 544 spaces (244 onsite and 300 offsite), or 1.5 spaces per 1,000 rentable square feet, available to tenants at the Albuquerque Plaza Property. The Albuquerque Plaza Property is part of a six unit condominium regime, which are all owned by the sponsor, but not all units are part of the collateral for the Albuquerque Plaza Mortgage Loan.  The four condominium units that are part of the collateral include the office tower, parking garage, retail space leased to the Bank of Albuquerque and a portion of the retail corridor that connects the office tower to the hotel.   The two condominium units that are not part of the collateral are the hotel and retail space behind the hotel. As of January 1, 2015 the Albuquerque Plaza Property was 83.1% leased by 33 tenants.

The following table presents certain information relating to the tenancy at the Albuquerque Plaza 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
             
GSA - US Attorney General
AAA/Aaa/AA+
63,957
17.9%
$25.00
$1,598,925
22.9%
10/31/2022(3)
Rodey, Dickason, Sloan, Akin & Robb, P.A.
NR/NR/NR
46,029
12.9%
$23.50
$1,081,682
15.5%
6/30/2020
Keleher & McLeod
NR/NR/NR
32,279
9.0%
$24.50
$790,835
11.3%
5/31/2017
BOKF, NA
NR/NR/NR
20,909
5.8%
$26.37
$551,346
7.9%
12/31/2015
Madison, Harbour, Mroz & Brennan, P.A.
NR/NR/NR
12,364
3.5%
$23.15
$286,172
4.1%
12/31/2016
Total Major Tenants
175,538
49.0%
$24.55
$4,308,959
61.6%
 
               
Non-Major Tenants
 
121,966
34.1%
$21.99
$2,681,813
38.4%
 
 
           
 
Occupied Collateral Total
297,504
83.1%
$23.50
$6,990,772
100.0%
 
 
           
 
Vacant Space
 
60,692
16.9%
     
 
 
           
 
Collateral Total
358,196
100.0%
     
 
 
 
 
 
 
 
 
 
  (1) Certain ratings are those of the parent company (or in the case of the GSA US Attorney General the US Government) whether or not the parent company guarantees the lease.
  (2) Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through October 31, 2015.
  (3) GSA – US Attorney General has the right to terminate on or after October 31, 2017 with 60 days’ prior written notice.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
26

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

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual
U/W Base
Rent PSF(3)
MTM
4
15,441
4.3%
 
15,441
 
4.3%
 
$244,536
 
$15.84
 
2015
11
47,581
13.3%
 
63,022
 
17.6%
 
$1,141,752
 
$24.00
 
2016
4
33,664
9.4%
 
96,686
 
27.0%
 
$755,597
 
$22.45
 
2017
7
42,558
11.9%
 
139,244
 
38.9%
 
$1,025,825
 
$24.10
 
2018
2
5,155
1.4%
 
144,399
 
40.3%
 
$113,981
 
$22.11
 
2019
3
20,270
5.7%
 
164,669
 
46.0%
 
$487,790
 
$24.06
 
2020
1
46,029
12.9%
 
210,698
 
58.8%
 
$1,081,682
 
$23.50
 
2021
1
8,448
2.4%
 
219,146
 
61.2%
 
$211,200
 
$25.00
 
2022
3
74,381
20.8%
 
293,527
 
81.9%
 
$1,846,881
 
$24.83
 
2023
0
0
0.0%
 
293,527
 
81.9%
 
$0
 
$0.00
 
2024
1
3,977
1.1%
 
297,504
 
83.1%
 
$81,529
 
$20.50
 
2025
0
0
0.0%
 
297,504
 
83.1%
 
$0
 
$0.00
 
Thereafter
0
0
0.0%
 
297,504
 
83.1%
 
$0
 
$0.00
 
Vacant
0
60,692
16.9%
 
358,196
 
100.0%
 
$0
 
$0.00
 
Total/Weighted Average
37(4)
358,196
100.0%
         
$6,990,772
 
$23.50
 
 
 
(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)
Keleher & McLeod and BOKF, NA operate under more than one lease.  There are 33 tenants subject to 37 leases.
 
The following table presents historical occupancy percentages at the Albuquerque Plaza Property:
Historical Occupancy

12/31/2011(1)
 
12/31/2012(1)
 
12/31/2013(1)
 
1/1/2015(2)
83.3%
 
84.8%
 
87.1%
 
83.1%
  (1) Information obtained from the borrower.
  (2) Information obtained from the underwritten rent roll.
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Albuquerque Plaza Property:
Cash Flow Analysis
 
2012
 
2013
 
TTM
11/30/2014
 
U/W
 
% of U/W
Effective
Gross Income
 
U/W $ per
SF
Base Rent
$6,606,560
 
$7,084,930
 
$7,004,546
 
$6,990,772
 
86.3%
 
$19.52
 
Grossed Up Vacant Space
0
 
0
 
0
 
1,429,314
 
17.6
 
3.99
 
Percentage Rent
2,130
 
2,695
 
2,427
 
0
 
0.0
 
0.00
 
Total Reimbursables
608,220
 
810,526
 
717,377
 
666,751
 
8.2
 
1.86
 
Other Income
87,467
 
30,198
 
35,608
 
35,608
 
0.4
 
0.10
 
Parking Income
440,554
 
405,447
 
410,392
 
410,392
 
5.1
 
1.15
 
Less Vacancy & Free Rent
(93,061)
 
(23,355)
 
(113,685)
 
(1,429,314)(1)
 
(17.6)
 
(3.99)
 
Effective Gross Income
$7,651,870
 
$8,310,441
 
$8,056,665
 
$8,103,523
 
100.0%
 
$22.62
 
 
                       
Total Operating Expenses
$3,454,276
 
$3,713,413
 
$3,754,945
 
$3,939,897
 
48.6%
 
$11.00
 
 
                       
  Net Operating Income
$4,197,594
 
$4,597,027
 
$4,301,720
 
$4,163,626
 
51.4%
 
$11.62
 
TI/LC
0
 
0
 
0
 
372,642
 
4.6
 
1.04
 
Capital Expenditures
0
 
0
 
0
 
89,549
 
1.1
 
0.25
 
  Net Cash Flow
$4,197,594
 
$4,597,027
 
$4,301,720
 
$3,701,434
 
45.7%
 
$10.33
 
 
                       
NOI DSCR
1.87x
 
2.04x
 
1.91x
 
1.85x
         
NCF DSCR
1.87x
 
2.04x
 
1.91x
 
1.65x
         
NOI DY
12.0%
 
13.2%
 
12.3%
 
11.9%
         
NCF DY
12.0%
 
13.2%
 
12.3%
 
10.6%
         
  (1) The underwritten economic vacancy is 17.0%.  The Albuquerque Plaza Property was 83.1% physically occupied as of January 1, 2015.

Appraisal.  As of the appraisal valuation date of December 2, 2014, the Albuquerque Plaza Property had an “as-is” appraised value of $57,000,000.
 
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.
27

ALBUQUERQUE PLAZA
 
Environmental Matters.  According to the Phase I environmental report dated December 5, 2014, there was no evidence of any recognized environmental conditions at the Albuquerque Plaza Property.
Market Overview and Competition.  The Albuquerque Plaza Property occupies a full city block in the central business district of Albuquerque, New Mexico, and is approximately 4.0 miles northeast of Albuquerque International Sunport Airport. Albuquerque is geographically divided into four quadrants by Interstate-25 running north-south and Interstate-40 running east-west, with the Albuquerque Plaza Property situated in the northwest quadrant. The northwest quadrant contains historic Old Town Albuquerque as well as the central business district and municipal portion of the city and has a mixture of commercial, middle-income housing, and some of the most expensive homes in Albuquerque. Northwest Albuquerque includes the largest section of downtown and the Rio Grande Nature Center State Park. The Albuquerque Plaza Property is located adjacent to the Albuquerque Convention Center, the Albuquerque Civic Plaza and the Hyatt Regency Hotel. The city of Albuquerque is the financial and industrial hub of the state and accounts for nearly half of all the economic activity in New Mexico. The 2014 estimated population within a one-, three- and five-mile radius of the Albuquerque Plaza Property was 14,295, 94,861 and 247,734, respectively. The average household income within the same one-, three- and five-mile radii was $39,384, $46,150 and $49,405, respectively.

According to the appraisal, the Albuquerque Plaza Property is located in the Albuquerque market, within the Downtown office submarket, which comprised approximately 3.4 million square feet of office space as of the third quarter of 2014 and accounted for approximately 25.2% of Albuquerque’s office inventory. As of the third quarter of 2014, the submarket occupancy rate was 82.1% and the class A current average asking rent within the submarket was $20.03 per square foot on a gross basis. Based on the mix of office and retail components at the Albuquerque Plaza Property, the appraiser concluded to a blended market rate at for the property of $24.57 per square foot, gross, which is 2.0% above the property’s blended rental rate of $24.09 per square foot, gross.
The following table presents certain information relating to comparable office properties for the Albuquerque Plaza Property:

Competitive Set(1)

 
Albuquerque
Plaza
(Subject)
Bank of America
Center
500 Marquette
One Park
Square
Two Park
Square
Bank of the
West Building
Location
Albuquerque, NM
Albuquerque, NM
Albuquerque, NM
Albuquerque, NM
Albuquerque, NM
Albuquerque, NM
Distance from Subject
--
 0.3 miles
 0.3 miles
6.4 miles
6.5 miles
3.7 miles
Property Type
Office
Office
Office
Office
Office
Office
Year Built/Renovated
2009/NAP
1974/NAV
1985/NAV
1985/2010
1989/NAV
1974/NAV
Stories
21
10
15
10
10
18
Total GLA
358,196 SF
299,123 SF
231,135 SF
191,134 SF
182,251 SF
154,153 SF
Total Occupancy
83%
76%
67%
93%
94%
92%
  (1) Information obtained from a third party market research report.

The Borrower.  The borrower is Albuquerque Plaza Office Investment, LLC, a Delaware limited liability company which is a single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Albuquerque Plaza Mortgage Loan.  Christopher R. Smith and James M. Long are the guarantors of certain nonrecourse carveouts under the Albuquerque Plaza Mortgage Loan.

The Sponsors.  The loan sponsors are Christopher R. Smith and James M. Long.  Christopher R. Smith is the chief operating officer of Allegiance Realty Corporation (“Allegiance”), a private real estate investment company founded in 1996 and is headquartered in Charlotte, North Carolina. Allegiance has acquired over seven million square feet of commercial real estate since 1996 and has invested over $125.0 million of equity.  Allegiance’s portfolio consists of approximately 3.5 million square feet of commercial real estate assets located in 10 states.  James M. Long founded Heritage Hotels & Resorts in 2005, which is based in Albuquerque, New Mexico and owns eight hotel properties in New Mexico.  Christopher R. Smith disclosed three prior deed-in-lieu foreclosures, two discounted pay-offs and one pending maturity default which occurred between 2012 and 2014.

Escrows.  The loan documents provide for upfront reserves in the amount of $189,240 for real estate taxes, $22,470 for insurance, $66,000 for tenant improvements and leasing commissions, $403,379 for tenant improvements and leasing commissions associated with the space leased to Rodney, Dickason, Sloan, Akin & Robb, P.A. ($319,991), Atkinson, Thal & Baker, P.C. ($38,388) and Law & Resource Planning ($45,000) and $9,042 for ground rent.   The loan documents also provide for ongoing monthly escrows in the amount of $47,310 for real estate taxes, $7,490 for insurance and $7,462  for replacement reserves (subject to a cap of $268,647) and $36,715 for tenant improvements and leasing commissions (subject to a cap of $1,321,743).   In the event that business improvement district taxes (“BID Taxes”) are assessed against the Albuquerque Plaza Property for 2014, within 15 days of receipt of the tax bill, the borrower will either pay the full amount or deposit with lender 150.0% of the amount of the Bid Taxes that are due.

Lockbox and Cash Management.  The Albuquerque Plaza Mortgage Loan requires a lender-controlled lockbox account which is already in place, and that the borrower direct tenants to pay their rent 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 five business day after receipt.  Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess cash flow is distributed to the borrower. During a Cash Trap Event Period, funds on deposit in the lockbox account will be swept on a daily basis into a lender controlled cash management account.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
28

ALBUQUERQUE PLAZA
 
A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the net cash flow debt yield is lower than 7.75% at the end of any calendar quarter; (iii) on December 31, 2016,  if the GSA – US Attorney General (“USAG”)  has not waived its lease termination option; (iv) on October 31, 2021, if the USAG does not renew or extend its lease for a minimum of three years at or above the then-current market rental rate; (v) on September 30, 2019, if Rodey, Dickason, Sloan, Akin & Robb, P.A. (“RDSAR”) has not exercised its extension option for minimum of three years at or above the then-current market rental rate; and (vi) the borrower fails to deposit 150.0% of the BID Taxes due.  

A Cash Trap Event Period will expire, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), the net cash flow debt yield is equal to or greater than 7.875%; with regard to clause (iii), the USAG waives its lease termination clause; with regard to clause (iv)(a), the USAG exercises its lease extension option for a minimum lease term of three years at or above the then-current market rental rate; or (b) the USAG space has been leased to a replacement tenant for a minimum of three years at or above the then-current market rental rate and such replacement tenant has taken occupancy, is open for business and has commenced paying full, unabated rent; with regard to clause (v)(I) RDSAR exercises its lease extension option; (II) the RDSAR space has been leased to a replacement tenant for a minimum of three years at or above the then-current market rental rate and such replacement tenant has taken occupancy, is open for business and has commenced paying full, unabated rent; and with regard to clause (vi) the earlier of (x) the borrower has paid the full amount of the BID Taxes due and (y) the date in which the borrower deposited 150.0% of the BID Taxes due.

Property Management.  The Albuquerque Plaza Office Property is managed by an affiliate of the borrower.

Assumption.  The borrower has the two-time right to transfer the Albuquerque Plaza 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 (which includes an environmental indemnity) by an affiliate of the transferee; and (iii) rating agency confirmation from DBRS, KBRA, and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.
Ground Leases.  Portions of the Albuquerque Plaza Property, including the retail corridor (representing 2.3% of the underwritten base rent) and the parking garage are subject to three ground leases:  the “Matteucci Ground Lease”, the “Toti Ground Lease” and the “Zucal Ground Lease.”  The Matteucci Ground Lease is located under a portion of the hotel and a portion of the retail corridor that connects the office tower to the hotel and expires on November 30, 2051.  The annual rent is $76,500, which adjusts every ten years to an agreed upon rent of 6.0% of the fair market value of the land between ground lessor and the Albuquerque Plaza borrower.  The Toti Ground Lease is also located under a portion of the hotel and a portion of the retail corridor that connects the office tower to the hotel and expires on November 30, 2051.   The annual rent is $18,000 and will increase in November 2022 to an agreed upon rent of 6.0% of the fair market value of the land between ground lessor and the Albuquerque Plaza borrower and will be fixed for the remainder of the ground lease term.  The Zucal Ground Lease is located under the parking garage and a portion of the hotel.  The annual rent is $21,000 and will increase in November 2022 and then again in November 2042 to an agreed upon rent of 6.0% of the then fair market value of the land between ground lessor and the Albuquerque Plaza borrower.

In the case of each ground lease, lender protections either exist in the related ground lease or were obtained in a ground lessor estoppel, subject to certain limitations, including the ground lessor’s having no obligation to provide lender with a new ground lease following termination for any reason, including bankruptcy. The loan documents provide that the borrower and guarantors are personally liable (i) for any ground lease termination or cancellation as the result of any default caused or knowingly permitted by borrower, and (ii) for losses only with respect to the borrower’s failure to pay rent or other amounts due under the ground leases to the extent property revenues are sufficient to pay such amounts (other than ground rent reserve funds applied by lender to ground rent).

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 Albuquerque Plaza Property; provided, however, if TRIPRA is discontinued or not renewed, the borrowers will be not be require to pay annual premiums in excess of two times the amount for a standalone all risk policy.   The loan documents also require business interruption insurance covering no less than the 18-months 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.
29

 
No. 7 – South Shore Place
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$29,600,000
 
Specific Property Type:
Shadow Anchored
Cut-off Date Principal Balance:
$29,600,000
 
Location:
Braintree, MA
% of Initial Pool Balance:
2.8%
 
Size:
45,407 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per SF:
$651.88
Borrower Name:
Bierbrier Qi South Shore Place Braintree LLC
 
Year Built/Renovated:
2012/NAP
Sponsor:
Leonard Bierbrier
 
Title Vesting:
Fee
Mortgage Rate:
4.070%
 
Property Manager:
Self-managed
Note Date:
February 5, 2015
 
3rd Most Recent Occupancy(2):
NAP
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of)(2):
54.6% (12/31/2012)
Maturity Date:
February 11, 2025
 
Most Recent Occupancy (As of):
94.5% (12/31/2013)
IO Period:
12 months
 
Current Occupancy (As of):
100.0% (12/12/2014)
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)(2):
$287,002 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of)(2):
$1,562,239 (12/31/2013)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of):
$2,322,913 (TTM 11/30/2014)
Lockbox Type:
Springing (Without Established Account)
   
Additional Debt:
None
     
Additional Debt Type:
NAP
     
     
U/W Revenues:
$3,077,707
     
U/W Expenses:
$753,171
         
U/W NOI:
$2,324,536
         
U/W NCF:
$2,229,823
         
U/W NOI DSCR:
1.36x
Escrows and Reserves(1): 
     
U/W NCF DSCR:
1.30x
         
U/W NOI Debt Yield:
7.9%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
7.5%
Taxes
$48,907
$47,358
NAP
 
As-Is Appraised Value:
$41,600,000
Insurance
$0
Springing
NAP
 
As-Is Appraisal Valuation Date:
12/31/2014
Replacement Reserves
$0
$757
NAP
 
Cut-off Date LTV Ratio:
71.2%
TI/LC Reserve
$0
(1)
(1)
 
LTV Ratio at Maturity or ARD:
58.4%
             
(1) See “Escrows” section.
(2) The South Shore Place Property was built in 2012 and was undergoing lease-up in 2012 and 2013.
The Mortgage Loan.  The mortgage loan (the “South Shore Place Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a shadow anchored retail center located in Braintree, Massachusetts (the “South Shore Place Property”).  The South Shore Place Mortgage Loan was originated on February 5, 2015 by Wells Fargo Bank, National Association.  The South Shore Place Mortgage Loan had an original principal balance of $29,600,000, has an outstanding principal balance as of the Cut-off Date of $29,600,000 and accrues interest at an interest rate of 4.070% per annum.  The South Shore Place 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 12 payments following origination, and thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The South Shore Place Mortgage Loan matures on February 11, 2025.

Following the lockout period, the borrower has the right to defease the South Shore Place Mortgage Loan in whole, but not in part, on any date before November 11, 2024.  In addition, the South Shore Place Mortgage Loan is prepayable without penalty on or after November 11, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
30

SOUTH SHORE PLACE
 
Sources and Uses
Sources
       
Uses
     
Original loan amount
$29,600,000
 
   70.9%
 
Purchase price(1)
$41,500,000
 
     99.5%
Sponsor’s new cash contribution
12,125,415
 
29.1
 
Reserves
48,907
 
  0.1
       
Closing costs
176,508
 
  0.4
Total Sources
$41,725,415
 
 100.0%
 
Total Uses
$41,725,415
 
  100.0%

The Property.  The South Shore Place Property comprises a two-story, shadow anchored retail center totaling 45,407 square feet and located in Braintree, Massachusetts, approximately 12 miles south of the Boston central business district (“CBD”).  Legal Seafood is the only tenant on the second floor, and due to the grade change on the site, its space is at-grade from the rear of the South Shore Place Property or can be accessed from the front of the South Shore Place Property via a staircase from the lower-level retail space.  The South Shore Place Property is situated directly across the street from the Simon-owned South Shore Plaza super regional mall (not part of the collateral), which contains approximately 2.2 million square feet of retail space and is anchored by Nordstrom, Macy’s, Lord & Taylor, Target and Sears.  The South Shore Place Property was built in 2012 and is part of a two-unit condominium, along with the adjacent Hyatt Place Hotel (not part of the collateral).  Under the condominium agreement, the South Shore Place Property and Hyatt Place Hotel have undivided interests in the common elements of 58.0% and 42.0%, respectively. The South Shore Place Property and Hyatt Place Hotel are situated on a 10.2-acre parcel which contains 357 shared surface parking spaces, resulting in a parking ratio of 7.9 spaces per 1,000 square feet of rentable area (based only on the rentable area of the South Shore Place Property).  As of December 12, 2014, the South Shore Place Property was 100.0% occupied by 12 national tenants.

The following table presents certain information relating to the tenancy at the South Shore Place Property:

Major Tenants

 Tenant Name
Credit Rating (Fitch/
Moody’s/
S&P)
Tenant
NRSF
% of
NRSF
Annual
U/W
Base
Rent PSF
 
Annual
U/W Base Rent
% of
Total
Annual
U/W
Base
Rent
Sales
PSF(1)
Occupancy
Cost(1)
Lease
Expiration
Date
 
 
 
       
 
 
 
 
 Major Tenants
                   
 Legal Seafood
NR/NR/NR
8,807
19.4%
$70.97
 
$625,000
25.2%
$1,006
8.7%
9/30/2028
 TGI Friday’s
NR/NR/NR
8,200
18.1%
$52.50
 
$430,500
17.3%
$526
13.2%
8/31/2027
 Jared – The Galleria of Jewelry(2)
NR/NR/NR
6,064
13.4%
$49.47
 
$300,000
12.1%
NAV
NAV
1/31/2033
 Vitamin Shoppe
NR/NR/NR
3,176
7.0%
$60.00
 
$190,560
7.7%
NAV
NAV
10/31/2022
 Ideal Image
NR/NR/NR
2,620
5.8%
$57.31
 
$150,150
6.0%
$1,023
7.3%
10/31/2023
 Total Major Tenants
28,867
63.6%
$58.76
 
$1,696,210
68.3%
   
 
 
                 
 
 Non-Major Tenants(3)
16,540
36.4%
$47.58
 
$786,903
31.7%
   
 
 
                 
 
 Occupied Collateral Total
45,407
100.0%
$54.69
 
$2,483,113
100.0%
   
 
 
                 
 
 Vacant Space
 
0
0.0%
           
 
 
                 
 
 Collateral Total
45,407
100.0%
           
 
 
 
 
 
 
 
 
 
 
 
 
(1) Sales and occupancy costs for Legal Seafood are for the trailing 12-month period ending December 31, 2014.  Sales and occupancy costs for TGI Friday’s and Ideal Image represent the trailing 11-month period ending November 30, 2014, annualized.  Occupancy costs include reimbursements.
(2) Jared – The Galleria of Jewelry is a leased fee tenant and owns its improvements.
(3) Other tenants at the South Shore Place Property include Jos. A. Bank, Five Guys, Qdoba, Potbelly, Starbucks, AT&T and Ben & Jerry’s.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
31

SOUTH SHORE PLACE

The following table presents certain information relating to the lease rollover schedule at the South Shore Place 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
 
MTM
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
1
2,496
5.5%
2,496
5.5%
$124,800
$50.00
 
2022
3
7,760
17.1%
10,256
22.6%
$419,760
$54.09
 
2023
5
12,080
26.6%
22,336
49.2%
$583,053
$48.27
 
2024
0
0
0.0%
22,336
49.2%
$0
$0.00
 
2025
0
0
0.0%
22,336
49.2%
$0
$0.00
 
Thereafter
3
23,071
50.8%
45,407
100.0%
$1,355,500
$58.75
 
Vacant
0
0
0.0%
45,407
100.0%
$0
$0.00
 
Total/Weighted Average
12
45,407
100.0%
   
$2,483,113
$54.69
 
 
(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.
 
The following table presents historical occupancy percentages at the South Shore Place Property:
Historical Occupancy
12/31/2011(1)
 
12/31/2012(1)(2)
 
12/31/2013(1)(2)
 
12/12/2014(3)
NAP
 
54.6%
 
94.5%
 
100.0%
 
(1) The South Shore Place Property was built in 2012 and was undergoing lease-up in 2012 and 2013.
(2) Information obtained from the borrower.
(3) Information obtained from the underwritten rent roll.
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the South Shore Place Property:
Cash Flow Analysis
   
2012(1)
 
2013(1)
 
 TTM
11/30/2014
 
U/W(1)
 
% of U/W
Effective
Gross Income
 
U/W $ per SF
 
Base Rent
 
$270,559
 
$1,735,084
 
$2,352,803
 
$2,483,113
 
80.7%
 
$54.69
 
Grossed Up Vacant Space
 
0
 
0
 
0
 
0
 
0.0
 
0.00
 
Percentage Rent
 
0
 
0
 
9,813
 
30,000
 
1.0
 
0.66
 
Total Reimbursables
 
40,847
 
244,920
 
551,133
 
688,750
 
22.4
 
15.17
 
Other Income
 
0
 
158
 
158
 
0
 
0.0
 
0.00
 
Less Vacancy & Credit Loss
 
0
 
0
 
0
 
(124,156)(2)
 
(4.0)
 
(2.73)
 
Effective Gross Income
 
$311,406
 
$1,980,162
 
$2,913,907
 
$3,077,707
 
100.0%
 
$67.78
 
                           
Total Operating Expenses
 
24,404
 
417,924
 
590,994
 
753,171
 
24.5
 
16.59
 
                           
 Net Operating Income
 
$287,002
 
$1,562,239
 
$2,322,913
 
$2,324,536
 
75.5%
 
$51.19
 
TI/LC
 
0
 
0
 
0
 
87,902
 
2.9
 
1.94
 
Capital Expenditures
 
0
 
0
 
0
 
6,811
 
0.2
 
0.15
 
 Net Cash Flow
 
$287,002
 
$1,562,239
 
$2,322,913
 
$2,229,823
 
72.5%
 
$49.11
 
                           
NOI DSCR
 
0.17x
 
0.91x
 
1.36x
 
1.36x
         
NCF DSCR
 
0.17x
 
0.91x
 
1.36x
 
1.30x
         
NOI DY
 
1.0%
 
5.3%
 
7.8%
 
7.9%
         
NCF DY
 
1.0%
 
5.3%
 
7.8%
 
7.5%
         
(1) The South Shore Place Property was built in 2012 with the first lease commencing on August 1, 2012.  The South Shore Place Property was undergoing lease-up in 2012-2013.  The U/W Base Rent is based on in-place rents at the South Shore Place Property as of December 12, 2014.
(2) The underwritten economic vacancy is 5.0%.  The South Shore Place Property was 100.0% physically occupied as of December 12, 2014.

Appraisal.  As of the appraisal valuation date of December 31, 2014, the South Shore Place Property had an “as-is” appraised value of $41,600,000.  The appraiser also concluded to a stabilized value of $42,400,000 with a valuation date of January 1, 2016.

Environmental Matters.  According to the Phase I environmental site assessment dated December 22, 2014, there was no evidence of any recognized environmental conditions at the South Shore Place Property.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
32

SOUTH SHORE PLACE
Market Overview and Competition.  The South Shore Place Property is located in the town of Braintree, Norfolk County, Massachusetts, approximately 12 miles south of the Boston CBD.  The South Shore Place Property is situated along Route 37 (Granite Street), just south of the Interstate 93/Route 37 interchange and directly across the street from the Simon-owned Shore Plaza super regional mall.  Route 37 is one of Braintree’s primary local arteries, and Interstate 93 connects the local area to downtown Boston, New Hampshire and Vermont.  Just west of the South Shore Place Property (on the opposite side of Interstate 93) is the Blue Hills Reservation, a 7,000-acre wooded recreation area that spreads across six cities and towns in Norfolk County.  The presence of the Blue Hills Reservation limits development along an approximately five-mile stretch of Interstate 93 to the west of the South Shore Place Property.  According to the appraisal, as of 2014, the estimated population within a three- and five-mile radius of the South Shore Center Property was 93,603 and 261,143, respectively.  The average household income within the same three- and five-mile radii was $88,905 and $86,453, respectively.

According to a third-party market research report, the South Shore Place Property is located within the Quincy/Braintree submarket.  As of year-end 2014, the submarket reported an inventory of 674 retail properties totaling 8.9 million square feet with a 3.1% vacancy rate.  The appraiser concluded to market rents for the South Shore Place Property of $55.00 per square foot (“PSF”) for small in-line space, $45.00 PSF for large in-line space, $52.50 PSF for pad sites and $70.00 PSF for the Legal Seafood space, all on a triple-net basis.  Overall, the appraiser concluded that the in-place rents at the South Shore Place Property are approximately 1.7% below market levels.

The appraisal noted that, due to land use and geographic constraints, Braintree lacks a significant base of supporting retail properties; thus, a true competitive set for the South Shore Place Property was not able to be identified.  According to a third-party market research provider, the approximately 2.2-million-square-foot South Shore Plaza super regional mall (located across the street from the South Shore Place Property) was 100.0% occupied as of February 2015.  Furthermore, five retail properties totaling approximately 1.0 million square feet were identified within a two-mile radius of the South Shore Place Property (exclusive of the South Shore Place Property and the South Shore Plaza super regional mall), which reported an average occupancy rate of 99.2% as of February 2015.

The Borrower. The borrower is Bierbrier Qi South Shore Place Braintree LLC, a single purpose entity one independent director.  Leonard Bierbrier is the guarantor of certain nonrecourse carveouts under the South Shore Place Mortgage Loan.

The Sponsor. The sponsor is Leonard Bierbrier, who is the founder and president of Bierbrier Development, Inc. (“Bierbrier Development”).  Mr. Bierbrier has been active in the New England chapter of the International Council of Shopping Centers for over 30 years and in the Real Estate Finance Association of the Greater Boston Real Estate Board for more than 20 years.  In addition, Mr. Bierbrier served as an instructor of Real Estate Development at the Harvard University Graduate School of Design.  Founded in 1974 and headquartered in Lexington, Massachusetts (approximately 27 miles northwest of the South Shore Place Property), Bierbrier Development is a local developer and owner of shopping centers across Eastern Massachusetts. Since its inception, the firm has developed long-term relationships with national and regional credit tenants dating back almost 40 years.

Escrows. The loan documents provide for an upfront escrow in the amount of $48,907 for real estate taxes.  The loan documents also provide for ongoing monthly escrows in the amount of $47,358 for real estate taxes and $757 for replacement reserves.  Commencing February 11, 2021, the borrower is required to deposit ongoing monthly escrows of $9,460 for tenant improvements and leasing commissions (subject to a cap of $275,000 through December 31, 2023, and thereafter, subject to a cap to be determined by the lender no later than December 31, 2023).  Ongoing monthly escrows for insurance are not required as long as (i) no event of default has occurred and is continuing; (ii) insurance is maintained pursuant to one or more blanket insurance policies; and (iii) the borrower provides the lender with timely proof of payment of insurance premiums.

Lockbox and Cash Management. Upon the occurrence of a Cash Trap Event Period (as defined below), the borrower will be required to establish a lender-controlled lockbox account and cause all rents to be deposited directly into such lockbox account. During a Cash Trap Event Period, all excess funds on deposit in the lockbox account are swept to a lender-controlled subaccount on a monthly basis.
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 1.10x at the end of any calendar quarter. A Cash Trap Event Period will expire with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the date that the amortizing debt service coverage ratio is equal to or greater than 1.15x for one calendar quarter.
Property Management.  The South Shore Place Property is managed by an affiliate of the borrower.
Assumption. The borrower has a two-time right to transfer the South Shore Place 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’s 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 DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
33

SOUTH SHORE PLACE

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 South Shore Place 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.
34

No. 8 – Maxwell Hotel
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Liberty Island Group I LLC
 
Single Asset/Portfolio:
Single Asset
Credit Assessment
(DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Hospitality
Original Principal Balance:
$29,550,000
 
Specific Property Type:
Full Service
Cut-off Date Principal Balance:
$29,550,000
 
Location:
Seattle, WA
% of Initial Pool Balance:
2.8%
 
Size:
139 Rooms
Loan Purpose:
Refinance
 
Cut-off Date Principal
Balance Per Room:
$212,590
Borrower Names:
Maxwell Pineapple LLC and PHC Maxwell LLC
 
Year Built/Renovated:
2010/NAP
Sponsor:
Michelle Foreman Barnet
 
Title Vesting:
Fee
Mortgage Rate:
4.360%
 
Property Manager:
Self-managed
Note Date:
February 10, 2015
 
3rd Most Recent Occupancy (As of):
67.9% (12/31/2011)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
76.5% (12/31/2012)
Maturity Date:
March 1, 2025
 
Most Recent Occupancy (As of):
84.6% (12/31/2013)
IO Period:
36 months
 
Current Occupancy (As of):
86.7% (12/31/2014)
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):
$2,336,768 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of)(2):
$3,062,230 (12/31/2013)
Call Protection:
L(24),D(92),O(4)
 
Most Recent NOI (As of)(2):
$3,782,831 (12/31/2014)
Lockbox Type:
Springing (Without Established Account)
     
Additional Debt:
None
     
Additional Debt Type:
NAP
     
     
U/W Revenues:
$7,053,641
     
U/W Expenses:
$3,679,757
     
U/W NOI:
$3,373,884
     
U/W NCF:
$3,091,738
Escrows and Reserves(1):
   
U/W NOI DSCR:
1.91x
         
U/W NCF DSCR:
1.75x
         
U/W NOI Debt Yield:
11.4%
Type:
Initial
Monthly
Cap (If Any)
 
U/W NCF Debt Yield:
10.5%
Taxes
$0
$0
NAP
 
As-Is Appraised Value:
$44,100,000
Insurance
$0
$0
NAP
 
As-Is Appraisal Valuation Date:
November 25, 2014
FF&E Reserve
$23,350
$23,350
$1,370,000
 
Cut-off Date LTV Ratio:
67.0%
Seasonality Reserve
$300,000
$37,500
$300,000
 
LTV Ratio at Maturity or ARD:
58.5%
             
(1) See “Escrows” section.
(2) See “Cash Flow Analysis” section.
The Mortgage Loan.  The mortgage loan (the “Maxwell Hotel Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in a full service hotel located in Seattle, Washington (the “Maxwell Hotel Property”).  The Maxwell Hotel Mortgage Loan was originated on February 10, 2015 by Prudential Mortgage Capital Company. The Maxwell Hotel Mortgage Loan had an original principal balance of $29,550,000, has an outstanding principal balance as of the Cut-off Date of $29,550,000 and accrues interest at an interest rate of 4.360% per annum.  The Maxwell Hotel 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 36 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Maxwell Hotel Mortgage Loan matures on March 1, 2025.

Following the lockout period, the borrowers have the right to defease the Maxwell Hotel Mortgage Loan in whole, but not in part, on any date before December 1, 2024. In addition, the Maxwell Hotel Mortgage Loan is prepayable without penalty on or after December 1, 2024.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
35

 
MAXWELL HOTEL

Sources and Uses

Sources
       
Uses
     
Original loan amount
$29,550,000
 
 100.0%
 
Loan payoff
$22,612,294
 
76.5% 
         
Reserves
323,350
 
1.1 
         
Closing costs
583,905
 
  2.0 
         
Return of equity
 6,030,451
 
20.4 
Total Sources
$29,550,000
 
100.0%
 
Total Uses
$29,550,000
 
100.0% 
The Property. The Maxwell Hotel Property is a 139-room, five-story, full service hotel located in Seattle, Washington. The Maxwell Hotel Property comprises 64 queen rooms, 60 king rooms, and 15 suites. Guestrooms feature a desk with chair, 42-inch flat-panel television, iPod docking station/alarm clock, mini fridge, safe, complimentary wireless internet access and walk-in shower. The Maxwell Hotel Property amenities include a fitness center, meeting space, business center, restaurant, lobby bar, coffee stand, indoor pool, whirlpool spa, dry cleaning services, dog friendly accommodations, complimentary bicycles for guest use and complimentary local shuttle service. The restaurant is leased to an independent third-party operator and comprises 3,966 square feet. The meeting space totals 1,600 square feet, with the largest space being 1,300 square feet. The Maxwell Hotel Property contains 80 parking spaces, resulting in a parking ratio of 0.6 spaces per room. The Maxwell Hotel is an independent hotel and does not operate under a franchise agreement.

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 Maxwell Hotel Property:
Cash Flow Analysis
 
 
2012
 
2013
 
 
2014
 
U/W
 
% of U/W
Total
Revenue
 
U/W $ per
Room
 
Occupancy
76.5%
 
84.6%
 
86.7%
 
86.7%
         
ADR
$134.75
 
$144.67
 
$155.46
 
$155.46
         
RevPAR
$103.06
 
$122.39
 
$134.84
 
$134.84
         
                         
Total Revenue
$5,213,556
 
$6,293,129
 
$7,046,090
 
$7,053,641
 
100.0%
 
$50,746
 
Total Department Expenses
1,546,903
 
1,591,088
 
1,691,383
 
1,693,077
 
        24.0
 
12,180
 
Gross Operating Profit
$3,666,653
 
$4,702,041
 
$5,354,707
 
$5,360,564
 
76.0%
 
$38,565
 
                         
Total Undistributed Expenses
1,078,583
 
1,359,956
 
1,289,600
 
1,597,165
 
22.6%
 
$11,490
 
Profit Before Fixed Charges
$2,588,070
 
$3,342,085
 
$4,065,107
 
$3,763,399
 
53.4%
 
$27,075
 
                         
Total Fixed Charges
251,303
 
279,854
 
282,276
 
389,515
 
5.5%
 
$2,802
 
                         
Net Operating Income
$2,336,768
 
$3,062,230
 
$3,782,831
 
$3,373,884
 
47.8%
 
$24,273
 
FF&E
0
 
0
 
0
 
282,146
 
         4.0
 
2,030
 
Net Cash Flow
$2,336,768
 
$3,062,230
 
$3,782,831
 
$3,091,738
 
43.8%
 
$22,243
 
                         
NOI DSCR
1.32x
 
1.73x
 
2.14x
 
1.91x
         
NCF DSCR
1.32x
 
1.73x
 
2.14x
 
1.75x
         
NOI DY
7.9%
 
10.4%
 
12.8%
 
11.4%
         
NCF DY
7.9%
 
10.4%
 
12.8%
 
10.5%
         
                         
 
  (1) The increase in net operating income is primarily due to increases in occupancy and RevPAR experienced at the Maxwell Hotel Property. The Maxwell Hotel Property opened in 2010 and has continued to stabilize to its current state. Additionally, increased hotel demand in the market has allowed for year over year increases in ADR at the Maxwell Hotel Property and in the market as well.
 
Appraisal.  As of the appraisal valuation date of November 25, 2014, the Maxwell Hotel Property had an “as-is” appraised value of $44,100,000.

Environmental Matters.  According to the Phase I environmental site assessment dated December 11, 2014, there was no evidence of any recognized environmental conditions at the Maxwell Hotel Property.

Market Overview and Competition. The Maxwell Hotel Property is located in Seattle, Washington, in the Lower Queen Anne/Seattle Center neighborhood. The Maxwell Hotel Property is situated approximately 1.5 miles north of downtown Seattle, 11.4 miles north of the Seattle-Tacoma International Airport and 0.6 miles west of the Amazon headquarters. In addition, the Maxwell Hotel Property is located one city block north of the Bill and Melinda Gates Foundation offices.

Market segmentation for the Maxwell Hotel Property is estimated at 40.0% for commercial, 20.0% for meeting and group and 40.0% for leisure. Commercial demand for the Maxwell Hotel Property is driven by the presence of a number of international, national, and local firms. Notable companies include the Bill and Melinda Gates Foundation, Boeing (82,000 employees), Amazon.com (greater than 10,000 employees), Microsoft (40,686 employees), Starbucks (10,166 employees), Bank of America, US Bank, Expeditors, Amgen, and Wells Fargo. The northern portion of the marketplace has also benefitted from the presence of significant biotechnology companies such as Zymo-Genetics. Amazon’s presence in the Seattle area is growing as it recently purchased 11 buildings in the Seattle market totaling 1.8 million square feet from Vulcan Northwest for $1.2 billion. Furthermore, Amazon.com is building several office towers totaling nearly 4.0 million square feet just east of 6th Avenue and South of Blanchard Street (1.0 mile south of 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. 
36

 
MAXWELL HOTEL

Maxwell Hotel Property). An additional 12.3 million square feet is in various states of planning. These office projects are expected to create significant hotel demand for the Seattle market.
Meeting and group demand for the Maxwell Hotel Property is generated by a number of sources, most notably the Washington State Convention and Trade Center (approximately 1.3 miles south of the Maxwell Hotel Property). The Washington State Convention and Trade Center comprises 102,201 square feet of dedicated meeting space and 205,700 square feet of heavy load exhibit space. The meeting space can accommodate groups of 20 to 3,500 in a general session. In July 2010, the facility expanded with an additional 71,000 square feet of meeting, exhibit, and pre-function space with 17 separate rooms.

The major leisure demand generators in the vicinity of the Maxwell Hotel Property include the waterfront, Pike Place Market, and the Seattle Center. The Seattle Center has a number of leisure draws including the iconic Space Needle, the Experience Music Project, and the Key Arena, which hosts a number of concerts. Over the last decade, the cruise ship industry has contributed to a significant rise in overall demand for this segment. According to a third party report, the cruise line industry attracted 870,994 passengers and generated roughly $381 million in 2013. Leisure demand is also generated by Safeco Field and CenturyLink Field (both 3.7 miles south of the Maxwell Hotel Property), home of the Seattle Mariners, Seattle Seahawks and the Seattle Sounders, respectively, and the Century Link Field Event Center, where numerous trade shows and concerts are held throughout the year.

The following table presents certain information relating to the Maxwell Hotel Property’s competitive set:
Subject and Market Historical Occupancy, ADR and RevPAR

 
Competitive Set(1)
 
Maxwell Hotel
 
 
Penetration Factor
Year
Occupancy
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
 
Occupancy
 
ADR
 
RevPAR
10/31/2014 TTM
81.0%
$167.93
 
$136.03
 
86.1%
 
$154.73
 
$133.21
 
106.3%
 
92.1%
 
97.9%
12/31/2013 TTM
78.5%
$153.23
 
$120.34
 
83.7%
 
$144.91
 
$121.22
 
106.5%
 
94.6%
 
100.7%
12/31/2012 TTM
74.5%
$142.85
 
$106.37
 
73.9%
 
$135.04
 
$99.73
 
99.2%
 
94.5%
 
93.8%
(1) Information obtained from a third party hospitality research report. The competitive set includes: Mayflower Park Hotel, Hotel Max, Hampton Inn Suites Seattle Downtown, Hotel Andra, Courtyard Seattle Downtown Lake Union, Silver Cloud Inn Seattle Lake Union, Marqueen Hotel and Hyatt Place Seattle Downtown.

The Borrowers.  The borrowers are Maxwell Pineapple LLC and PHC Maxwell LLC, each a Delaware limited liability company with one independent director. Maxwell Pineapple LLC owns the Maxwell Hotel Property and leases it to PHC Maxwell LLC pursuant to an operating lease. Michelle Foreman Barnet is the guarantor of certain nonrecourse carveouts under the Maxwell Hotel Mortgage Loan. Both borrowers are 100% owned and controlled by Michelle Foreman Barnet.

The Sponsor.  The sponsor is Michelle Foreman Barnet. Ms. Barnet has served as the president of Columbia West Properties (“CWP”) since 1996. Headquartered in Bellevue, Washington, CWP was established to manage a family owned portfolio of commercial and hospitality real estate holdings. In 2010, Pineapple Hospitality Company (“PHC”) was formed to specifically manage the operations aspect of all portfolio hospitality assets. Currently, CWP manages real estate assets valued at approximately $350 million, while PHC oversees operations generating $50 million annually. Serving as president of both CWP and PHC, Michelle leads a team of approximately 350 employees. Presently, CWP and PHC own and manage six hotels, combined, including four in Seattle, one in Portland, Oregon and one in San Francisco.
Escrows.  The loan documents provide for upfront escrows in the amount of $23,350 for FF&E reserves and $300,000 for seasonality reserves. The loan documents provide for ongoing monthly escrows in the amount of $23,350 for FF&E reserves, subject to a cap of $1,370,000 and $37,500 for seasonality reserves, subject to a cap of $300,000.
Lockbox and Cash Management.  Upon the occurrence of a Cash Management Period (as defined below), the borrower is required to establish a lender-controlled lockbox account into which the borrower or property manager is required to deposit all rents and profits directly into a lender-controlled account. During a Cash Management Period, all excess funds on deposit in the lockbox account are swept to a lender-controlled cash flow subaccount. Prior to a Cash Management Period, all rents and profits are deposited directly into the borrower’s account.

A “Cash Management 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 being less than 1.20x for two consecutive calendar quarters. A Cash Management Period will end, with regard to clause (i), upon the cure of such event of default, and with regard to clause (ii), upon the amortizing debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters.

Property Management.  The Maxwell Hotel Property is managed by an affiliate of the borrower.

Assumption.  The borrower has the two-time right to transfer the Maxwell Hotel Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) 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; and (iii) the lender has received confirmation from DBRS, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
37

 
MAXWELL HOTEL
 
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 Maxwell Hotel Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event.

Earthquake Insurance: The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 7.0%.
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.
38

 
No.  9 – 300 East Lombard
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Single Asset
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Office
Original Principal Balance:
$28,740,000
 
Specific Property Type:
CBD
Cut-off Date Principal Balance:
$28,692,492
 
Location:
Baltimore, MD
% of Initial Pool Balance:
2.7%
 
Size:
225,485 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per SF:
$127.25
Borrower Name:
PWA 300 East Lombard, L.P.
 
Year Built/Renovated:
1984/2000
Sponsor:
John M. Schneider
 
Title Vesting:
Fee
Mortgage Rate:
4.050%
 
Property Manager:
Self-managed
Note Date:
February 2, 2015
 
3rd Most Recent Occupancy (As of):
67.8% (12/31/2011)
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy (As of):
74.3% (12/31/2012)
Maturity Date:
February 11, 2025
 
Most Recent Occupancy (As of):
79.7% (12/31/2013)
IO Period:
None
 
Current Occupancy (As of)(2):
96.5% (11/8/2014)
Loan Term (Original):
120 months
   
Seasoning:
1 month
 
Underwriting and Financial Information:
Amortization Term (Original):
360 months
     
Loan Amortization Type:
Amortizing Balloon
 
3rd Most Recent NOI (As of):
$1,927,407 (12/31/2012)
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI (As of):
$2,238,859 (12/31/2013)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI (As of) (3):
$2,125,551 (12/31/2014)
Lockbox Type:
Hard/Springing Cash Management
     
Additional Debt:
None
   
Additional Debt Type:
NAP
 
U/W Revenues:
$5,403,983
     
U/W Expenses:
$2,839,900
     
U/W NOI(3):
$2,564,082
     
U/W NCF:
$2,293,500
Escrows and Reserves(1):
   
U/W NOI DSCR:
1.55x
         
U/W NCF DSCR:
1.38x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
8.9%
Taxes
$238,078
$47,615
NAP
 
U/W NCF Debt Yield:
8.0%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value:
$38,500,000
Replacement Reserves
$0
$3,759
NAP
 
As-Is Appraisal Valuation Date:
December 17, 2014
TI/LC Reserve
$902,886
$33,823
$1,420,000
 
Cut-off Date LTV Ratio:
  74.5%
Rent Concession Reserve
$438,196
Springing
NAP
 
LTV Ratio at Maturity or ARD:
  59.4%
             
(1) See “Escrows” section.
(2) See “Historical Occupancy” section.
(3) See “Cash Flow Analysis” section.
The Mortgage Loan.  The mortgage loan (the “300 East Lombard Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an office building located in Baltimore, Maryland (the “300 East Lombard Property”).  The 300 East Lombard Mortgage Loan was originated on February 2, 2015 by Wells Fargo Bank, National Association.  The 300 East Lombard Mortgage Loan had an original principal balance of $28,740,000, has an outstanding principal balance as of the Cut-off Date of $28,692,492 and accrues interest at an interest rate of 4.050% per annum.  The 300 East Lombard Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The 300 East Lombard Park Mortgage Loan matures on February 11, 2025.

Following the lockout period, the borrowers have the right to defease the 300 East Lombard Mortgage Loan in whole, but not in part, on any date before November 11, 2024.  In addition, the 300 East Lombard Mortgage Loan is prepayable without penalty on or after November 11, 2024.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
39
300 East Lombard
Sources and Uses

Sources
       
Uses
     
Original loan amount
$28,740,000
 
   70.5%
 
Purchase price
$38,320,000
 
  93.3%
Sponsor’s new cash contribution
$12,002,998
 
29.5
 
Reserves
1,579,160
 
3.9
       
Closing costs
843,838
 
2.1
Total Sources
$40,742,998
 
100.0%
 
Total Uses
$40,742,998
 
100.0%

The Property.  The 300 East Lombard Property is a 19-story, class A, office building containing 225,485 square feet located in Baltimore, Maryland.  Situated on a 0.5-acre site, the 330 East Lombard Property was built in 1984 and renovated in 2000 and is comprised of 14 floors of office space situated on top of a four-story, above-grade parking garage with ground floor retail.  The 300 East Lombard Property serves as the new regional headquarters for First National Bank with a full-service retail branch located on the first floor and housing approximately 50 financial professionals in retail and commercial banking, wealth management, insurance, treasury management and private banking.  The 300 East Lombard Property contains a four-level parking garage that offers 165 spaces, resulting in a parking ratio of approximately 0.7 spaces per 1,000 square feet of rentable area.  Other building amenities include a fitness center with showers and locker rooms and storage space for tenants, both located on the lower level of the 300 East Lombard Property.  As of November 8, 2014 the 300 East Lombard Property was 96.5% leased by 32 tenants.

The following table presents certain information relating to the tenancy at the 300 East Lombard Property:

Major Tenants

Tenant Name
Credit Rating
(Fitch/Moody’s/

S&P)
Tenant
NRSF
% of
NRSF
Annual U/W
Base Rent
PSF
(1)
Annual
U/W Base
Rent
(1)
% of Total
Annual
U/W Base
Rent
Lease
Expiration
Date
 
 
 
     
 
 
Major Tenants
             
Ballard Spahr LLP
NR/NR/NR
33,352
14.8%
$27.80(2)
$927,186(2)
17.7%
4/30/2022(3)
Ameritox, Ltd
NR/NR/NR
25,259
11.2%
$21.06
$531,955
10.2%
4/30/2017
Offit Kurman
NR/NR/NR
16,650(4)
7.4%
$26.50(5)
$441,225(5)
8.4%
11/30/2020
First National Bank
NR/NR/NR
18,503
8.2%
$22.32
$412,903
7.9%
6/30/2021(6)
Alex Brown Realty
NR/NR/NR
10,614
4.7%
$23.69
$251,446
4.8%
7/31/2023(7)
Total Major Tenants
104,378
46.3%
$24.57
$2,564,715
49.1%
 
 
           
 
Non-Major Tenants
113,220
50.2%
$23.50
$2,660,216
50.9%
 
 
           
 
Occupied Collateral Total
217,598
96.5%
$24.01
$5,224,931
100.0%
 
 
           
 
Vacant Space
 
7,887
3.5%
     
 
 
           
 
Collateral Total
225,485
100.0%
     
 
 
 
 
 
 
 
 
 
  (1) Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent increases through November 2015.
  (2) Ballard Spahr LLP lease includes free rent for the periods of October 2015 through January 2016 and November 2021 through April 2022. The rent concession was reserved in a combination of upfront and required monthly escrows (see “Escrows” section).
  (3) Ballard Spahr LLP has the right to terminate its lease on April 30, 2017 with 12 months notice and the payment of a termination fee equal to $1,383,631.
  (4) Offit Kurman’s Tenant NRSF includes 7,233 square feet of expansion space that the tenant does not yet occupy. Offit Kurman is expected to take occupancy of the expansion space in October 2015.
  (5) Offit Kurman lease includes free rent for the first two months of the expansion space lease term (expect to begin October 2015). The rent concession was reserved upfront by lender (see “Escrows” section).
  (6) First National Bank has the right to terminate its lease at any time after January 31, 2019 if a building that is in excess of 20 floors has been built by November 2018 on a site adjacent to the 300 East Lombard Property. The tenant must provide 12 months notice and payment of a termination fee equal to the unamortized landlord costs.
  (7) Alex Brown Realty has the right to terminate its lease for all or a portion of its space on July 31, 2018 with 12 months notice and payment of a termination fee equal to unamortized landlord costs.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
40

300 East Lombard
The following table presents certain information relating to the lease rollover schedule at the 300 East Lombard 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  
2015
0
0
0.0%
0
0.0%
$0
$0.00  
2016
6
18,391
8.2%
18,391
8.2%
$471,907
$25.66  
2017
4
38,078
16.9%
56,469
25.0%
$832,054
$21.85  
2018
6
18,630
8.3%
75,099
33.3%
$431,384
$23.16  
2019
2
7,311
3.2%
82,410
36.5%
$152,653
$20.88  
2020
6
42,605
18.9%
125,015
55.4%
$1,045,570
$24.54  
2021
4
41,372
18.3%
166,387
73.8%
$932,455
$22.54  
2022
2
39,320
17.4%
205,707
91.2%
$1,079,370
$27.45  
2023
2
11,891
5.3%
217,598
96.5%
$279,540
$23.51  
2024
0
0
0.0%
217,598
96.5%
$0
$0.00  
2025
0
0
0.0%
217,598
96.5%
$0
$0.00  
Thereafter
0
0
0.0%
217,598
96.5%
$0
$0.00  
Vacant
0
7,887
3.5%
225,485
100.0%
$0
$0.00  
Total/Weighted Average
32
225,485
100.0%
   
$5,224,931
$24.01  
  (1) Information obtained from the underwritten rent roll.
  (2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
  (3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the 300 East Lombard Property:

Historical Occupancy

12/31/2011(1)
12/31/2012(1)
12/31/2013(1)
11/8/2014(2)(3)
67.8%
74.3%
79.7%
96.5%
   
(1) Information obtained from the borrower.
(2) Information obtained from the underwritten rent roll.
(3) The increase in occupancy from 2013 to November 2014 was due to eight new tenants taking occupancy in 2014. The majority of the increase is attributed to leases executed by First National Bank (8.2% of NRSF) and Investment Counselors of MD (3.0% of NRSF).
         
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
41

 
 
300 EAST LOMBARD
 
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 300 East Lombard Property:
Cash Flow Analysis
   
2012
 
2013
 
2014
 
U/W
 
% of U/W
Effective Gross Income
 
U/W $
per SF
 
Base Rent
 
$4,300,740
 
$4,470,567
 
$4,909,099
 
$5,224,931(2)
 
96.7%
 
$23.17
 
Grossed Up Vacant Space
 
0
 
0
 
0
 
186,278
 
3.4
 
0.83
 
Total Reimbursables
 
191,818
 
97,596
 
112,774
 
70,500
 
1.3
 
0.31
 
Parking Income
 
272,627
 
293,936
 
351,624
 
351,624
 
6.5
 
1.56
 
Other Income
 
47,054
 
112,767
 
111,770
 
111,770
 
2.1
 
0.50
 
Less Free Rent
 
(157,734)
 
(270,525)
 
(566,204)
 
0(3)
 
0.0
 
0.00
 
Less Vacancy
 
0
 
0
 
0
 
(541,121)(4)
 
(10.0)
 
(2.40)
 
Effective Gross Income
 
$4,654,505
 
$4,704,341
 
$4,919,063
 
$5,403,983
 
100.0%
 
$23.97
 
 
                         
Total Operating Expenses
 
$2,727,098
 
$2,465,482(1)
 
$2,793,512
 
$2,839,900
 
52.6
 
$12.59
 
 
                         
 Net Operating Income
 
$1,927,407
 
$2,238,859(1)
 
$2,125,551
 
$2,564,082
 
47.4%
 
$11.37
 
TI/LC
 
0
 
0
 
0
 
225,485
 
4.2
 
1.00
 
Capital Expenditures
 
0
 
0
 
0
 
45,097
 
0.8
 
0.20
 
 Net Cash Flow
 
$1,927,407
 
$2,238,859
 
$2,125,551
 
$2,293,500
 
42.4%
 
$10.17
 
 
                         
NOI DSCR
 
1.16x
 
1.35x
 
1.28x
 
1.55x
         
NCF DSCR
 
1.16x
 
1.35x
 
1.28x
 
1.38x
         
NOI DY
 
6.7%
 
7.8%
 
7.4%
 
8.9%
         
NCF DY
 
6.7%
 
7.8%
 
7.4%
 
8.0%
         
(1) The increase in the 2013 Net Operating Income from 2012 is attributed to tenants representing 4.3% of the U/W Base Rent taking occupancy and real estate taxes being successfully contested and decreasing approximately $300,000.
(2) The increase in the U/W Base Rent from 2014 is attributed to Offit Kurman expansion ($191,675 U/W Base Rent) occupancy commencing in October 2015 and contractual rent increases through November 2015 totaling approximately $87,000.
(3) The remaining free rent ($539,532) expires in April 2022.  A rent concession reserve was established and funded at closing for all outstanding concessions.
(4) The underwritten economic vacancy is 10.0%.  The 300 East Lombard Property was 96.5% leased as of November 8, 2014.
 
Appraisal.  As of the appraisal valuation date of December 17, 2014, the 300 East Lombard Property had an “as-is” appraised value of $38,500,000.

Environmental Matters.  According to a Phase I environmental site assessment dated December 19, 2014, there was no evidence of any recognized environmental conditions at the 300 East Lombard Property.
 
Market Overview and Competition.  The 300 East Lombard Property is located along the northwest corner of the intersection of Lombard and South Street in the Baltimore, Maryland central business district (“CBD”).  The CBD is accessible via the Maryland Rail Commuter, Interstate 95 and Interstate 83, which is also known as the Jones Falls Expressway.  The CBD has undergone continuous downtown renewal efforts since the early 1960s.  The first project was Charles Center, a 33-acre unified complex of new buildings connected by a pedestrian plaza and walkways lined with a variety of specialty shops.  The facilities in this project include approximately 2.0 million square feet of office space, 430,000 square feet of retail, 650 apartment units, 700 hotel rooms, a 1,600 seat theater and 4,000 parking spaces.  The area immediately east of the Charles Center became active in office development in the late 1980s and is known as the Financial District.  New office buildings in this area included Signet Tower, Six St. Paul Center, The Bank of Baltimore building and Redwood Tower.  More recent developments in the Harbor East area include the Four Seasons Hotel and Legg Mason tower, which commenced construction in 2006 and is located approximately 0.7 miles southeast of the 300 East Lombard Property.  One of the main attractions downtown is the Inner Harbor, which is located 0.5 mile southwest of the 300 East Lombard Property.  The Inner Harbor features restaurants, shops and museums located along the waterfront, including the National Aquarium which receives an estimated 1.6 million visitors annually.

According to the appraisal, the 300 East Lombard Property is located within the CBD office submarket of the larger Metropolitan Baltimore Area office market.  As of third quarter 2014, the CBD submarket contained 59 buildings totaling 12.1 million square feet with an average vacancy of 15.3% and average asking rate for class A buildings of $23.67 per square foot full service gross.  After several years of declining or flat rent growth, the CBD is expected to return to healthy growth due to an absence of new office property deliveries, renewed interest in class A space and a decrease in class B and C space due to conversion of office properties to apartments.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
42

300 EAST LOMBARD
 
The following table presents certain information relating to comparable properties to the 300 East Lombard Property:
Competitive Set(1)

 
300 East
Lombard
(Subject)
100 East Pratt
Street
Pandora
Building
The Alex
Brown Building
St. Paul Plaza
SunTrust
Building
Harborplace
Tower
Location
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Baltimore, MD
Distance from Subject
--
0.2 miles
0.5 miles
0.1 miles
0.4 miles
0.2 miles
0.1 miles
Property Type
Office
Office
Office
Office
Office
Office
Office
Year Built/Renovated
1984/2000
1991/NAP
1986/NAP
1992/NAP
1989/NAP
1989/NAP
1998/NAP
Stories
19
28
24
30
28
25
28
Total GLA
225,485 SF
635,323 SF
360,833 SF
478,528 SF
264,895 SF
327,660 SF
392,222 SF
Total Occupancy
97%
99%
97%
83%
97%
83%
89%

(1) Information obtained from the appraisal.

The Borrower. The borrower is PWA 300 East Lombard, L.P., which is a single purpose entity that is owned by John M. Schneider.  John M. Schneider is the guarantor of certain nonrecourse carveouts under the 300 East Lombard Mortgage Loan.

The Sponsor. The sponsor is John M. Schneider, the CEO and president of PWA Real Estate (“PWA”).  PWA is a full service commercial real estate brokerage and management company that provides commercial brokerage, leasing, sales tenant advisory and property management services.  PWA’s portfolio consists of eight properties located across seven states totaling approximately 1.4 million square feet (including 180 multifamily units) and valued at approximately $159.2 million.

Escrows. The loan documents provide for upfront reserves in the amount of $238,078 for taxes, $902,886 for tenant improvements and leasing commissions and $438,196 for rent concessions associated with Ballard Spahr LLP ($309,070), Offit Kurman ($73,538), Cole Schotz ($38,046), Instant Business Office, LLC ($13,064) and Randstad North America ($4,479).  The loan documents require monthly deposits of $47,615 for real estate taxes, $3,759 for replacement reserves and $33,823  for tenant improvements and leasing commissions (subject to a cap of $1,420,000).  Monthly deposits of $14,987 are required for November 2018 through October 2021 for rent concessions related to the Ballard Spahr LLP lease from November 2021 through April 2022.  The loan documents do not require monthly escrows for insurance provided (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 insurance policies; and (iii) the borrowers provides the lender with timely proof of payment of insurance premiums.

Lockbox and Cash Management. The 300 East Lombard Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay their rents directly into such lockbox account.  The loan documents also require that all rents received by the borrowers or the property manager be deposited into the lockbox account within one business day of receipt.  Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds are distributed to the borrower.  During a Cash Trap Event Period, all excess cash flow is retained in a lender controlled cash management account.
A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the net cash flow debt service coverage ratio is less than 1.20x at the end of any calendar month; or (iii) Ballard Spahr LLP files bankruptcy, provides notice of its intent to vacate, vacates, goes dark or otherwise fails to occupy its space.

A Cash Trap Event Period will be cured, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the net cash flow debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters; and with regard to clause (iii), either (a) 60 days following Ballard Spahr LLP resuming operations at the 300 East Lombard Property or (b) upon lender receiving an acceptable estoppel from one or more acceptable replacement tenants that are in occupancy, conducting operations in the space and are paying full, unabated rent.

Property Management.  The 300 East Lombard Property is managed by an affiliate of the borrower.
Assumption. The borrower has a two-time right to transfer the 300 East Lombard Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined 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; and (iii) the lender has received confirmation from DBRS, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
43

300 EAST LOMBARD
 
Ground Lease. None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the 300 East Lombard Property.  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.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
44

 
No. 10  – Amargosa Portfolio
 
Loan Information
 
Property Information
Mortgage Loan Seller:
Wells Fargo Bank, National Association
 
Single Asset/Portfolio:
Portfolio
Credit Assessment (DBRS/KBRA/Moody’s):
NR/NR/NR
 
Property Type:
Retail
Original Principal Balance:
$26,600,000
 
Specific Property Type:
Various – See Table
Cut-off Date Principal Balance:
$26,600,000
 
Location:
Various – See Table
% of Initial Pool Balance:
2.5%
 
Size:
225,906 SF
Loan Purpose:
Acquisition
 
Cut-off Date Principal
Balance Per SF:
$117.75
Borrower Name:
Amargosa Palmdale Investments, LLC
 
Year Built/Renovated:
Various – See Table
Sponsor:
Dorian Bilak
 
Title Vesting:
Fee
Mortgage Rate:
4.230%
 
Property Manager:
Self-managed
Note Date:
February 4, 2015
 
3rd Most Recent Occupancy(2):
NAV
Anticipated Repayment Date:
NAP
 
2nd Most Recent Occupancy(2):
NAV
Maturity Date:
February 11, 2025
 
Most Recent Occupancy(2):
NAV
IO Period:
24 months
 
Current Occupancy (As of):
98.9% (12/1/2014)
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):
NAV
Interest Accrual Method:
Actual/360
 
2nd Most Recent NOI(As of)(3):
$2,212,202 (12/31/2012)
Call Protection:
L(25),D(91),O(4)
 
Most Recent NOI(As of)(3):
 $1,827,817 (12/31/2013)
Lockbox Type:
Springing (Without Established Account)
   
Additional Debt:
None
     
Additional Debt Type:
NAP
 
U/W Revenues:
$3,692,452
     
U/W Expenses:
$1,123,034
     
U/W NOI:
$2,569,418
     
U/W NCF:
$2,387,834
Escrows and Reserves(1):
       
U/W NOI DSCR:
1.64x
         
U/W NCF DSCR:
1.52x
Type:
Initial
Monthly
Cap (If Any)
 
U/W NOI Debt Yield:
9.7%
Taxes
$73,109
$29,677
NAP
 
U/W NCF Debt Yield:
9.0%
Insurance
$0
Springing
NAP
 
As-Is Appraised Value(4):
$37,180,000
Replacement Reserves
$0
$2,824
NAP
 
As-Is Appraisal Valuation Date(4):
Various
TI/LC Reserve
$0
$12,500
NAP
 
Cut-off Date LTV Ratio:
71.5%
Environmental Reserve
$307,500
$0
NAP
 
LTV Ratio at Maturity or ARD:
60.6%
             

(1) See “Escrows” section.
(2)     The four Amargosa Portfolio Properties were acquired between May 2014 and July 2014.  Historical occupancies were not available.
(3)     See “Cash Flow Analysis” section.
(4)     See “Appraisals” section.
 
The Mortgage Loan.  The mortgage loan (the “Amargosa Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering four retail properties located in three states (the “Amargosa Portfolio Properties”). The Amargosa Portfolio Mortgage Loan was originated on February 4, 2015 by Wells Fargo Bank, National Association. The Amargosa Portfolio Mortgage Loan had an original principal balance of $26,600,000, has an outstanding principal balance as of the Cut-off Date of $26,600,000 and accrues interest at an interest rate of 4.230% per annum. The Amargosa Portfolio 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 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Amargosa Portfolio Mortgage Loan matures on February 11, 2025.

Following the lockout period, the borrower has the right to defease the Amargosa Portfolio Mortgage Loan in whole, or in part (see ”Partial Release” section), on any day before November 11, 2024. In addition, the Amargosa Portfolio Mortgage Loan is prepayable without penalty on or after November 11 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
45

AMARGOSA PORTFOLIO
 
Sources and Uses
Sources
       
Uses
     
Original loan amount
$26,600,000
 
70.1%
 
Purchase price(1)
$37,060,000
 
97.7%
Sponsor’s new cash contribution
11,365,702
 
29.9%
 
Reserves
380,609
 
   1.4%
         
Closing costs
525,093
 
1.0
Total Sources
$37,965,702
 
100.0%
 
Total Uses
$37,965,702
 
100.0%
(1) The borrower acquired the Amargosa Portfolio Properties between May 2014 and July 2014.

The Properties.    The Amargosa Portfolio Mortgage Loan is secured by the fee interests in four retail properties totaling 225,906 rentable square feet.  The Amargosa Portfolio Properties include two single tenant properties, one leased to Burlington Coat Factory and one lease to Gold’s Gym, and two grocery-anchored retail properties anchored by Bashas’ and Natural Grocers.  Built between 1957 and 2007, the Amargosa Portfolio Properties are located in three states: Oregon, Arizona and Texas.  As of December 1, 2014, the Amargosa Portfolio Properties were 98.9% occupied by 17 tenants.

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

Property Name – Location
Property
Sub-Type
Allocated
Cut-off Date
Principal
Balance
% of
Portfolio
Cut-off
Date
Principal
Balance
Occupancy
Year
Built/
Renovated
Net
Rentable
Area (SF)
Appraised
Value
Burlington Coat Factory – Happy Valley, OR
Single Tenant
$9,600,000
36.1%
100.0%
1969/2014
83,260
$13,200,000
 
Southern Plaza – Phoenix, AZ
Anchored
$8,300,000
31.2%
96.6%
2007/NAP
75,233
$12,000,000
 
Northgate Shopping Center – Corvallis, OR
Anchored
$4,800,000
18.0%
100.0%
1957/2013
34,413
$6,480,000
 
Gold’s Gym – San Antonio, TX
Single Tenant
$3,900,000
14.7%
100.0%
1975/NAP
33,000
$5,500,000
 
Total/Weighted Average
   
$26,600,000
100.0%
  98.9%
 
225,906 
$37,180,000
 
The following table presents certain information relating to the tenancies at the Amargosa Portfolio Properties:

Major Tenants

Tenant Name
Credit Rating
(Fitch/
Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent PSF(2)
Annual
U/W Base
Rent(2)
% of Total
Annual U/W
Base Rent
Sales
PSF(3)
Occupancy
Cost(3)
Lease
Expiration
Date
 
 
 
     
 
   
 
Major Tenants
             
Burlington Coat Factory(4)
NR/NR/B
83,260
36.9%
$12.00
$999,120
35.9%
NAV
NAV
1/31/2024
Bashas’(5)
NR/NR/NR
55,014
24.4%
$10.00
$550,140
19.8%
$417
4.7%
1/31/2026
Gold’s Gym(6)
NR/NR/NR
33,000
14.6%
$12.00(8)
$396,000(8)
14.2%
NAV
NAV
6/30/2025
Natural Grocers(7)
NR/NR/NR
18,080
8.0%
$19.32
$349,380
12.6%
NAV
NAV
12/31/2028
Campbell’s Cleaners(7)
NR/NR/NR
6,342(9)
2.8%
$14.30(9)
$90,660(9)
3.3%
NAV
NAV
Various(9)
Total Major Tenants
195,696
86.6%
$12.19
$2,385,300
85.8%
   
 
                 
Non-Major Tenant
27,680
12.3%
$14.27
394,864
14.2%
     
                 
Occupied Collateral Total
223,376
98.9%
$12.45
$2,780,164
100.0%
     
                 
Vacant Space
2,530
1.1%
           
                 
Collateral Total
225,906
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 increases through July 2015.
  (3) The Sales PSF and Occupancy Cost are based on the trailing 12-month period ending December 31, 2013.
  (4) Located at the Burlington Coat Factory property.
  (5) Located at the Southern Plaza property.
  (6) Located at the Gold’s Gym property.
  (7) Located at the Northgate Shopping Center property.
  (8) Gold’s Gym is paying an abated monthly rent of $12,513 ($150,150 annual rent) through June 2015.  In July 2015, Gold’s Gym will commence paying an annual rent of $396,000.
  (9) Campbell’s Cleaners leases a 3,192 square foot outparcel with an Annual U/W Base Rent of $49,800 ($15.60 PSF) on a lease that expires December 31, 2016 and 3,150 square feet of in-line space with an Annual U/W Base Rent of $40,860 ($12.97 PSF) on a lease that expires May 31, 2019.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
46

AMARGOSA PORTFOLIO

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

Lease Expiration Schedule(1)(2)

Year Ending
December 31,
No. of
Leases
Expiring
Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual U/W
Base Rent
Annual U/W
Base Rent
PSF(3)
MTM
1
1,200
0.5%
1,200
0.5%
$24,000
$20.00
 
2015
3
5,839
2.6%
7,039
3.1%
$101,805
$17.44
 
2016
2
4,192
1.9%
11,231
5.0%
$70,800
$16.89
 
2017
3
3,150
1.4%
14,381
6.4%
$66,231
$21.03
 
2018
2
15,491
6.9%
29,872
13.2%
$154,228
$9.96
 
2019
2
4,150
1.8%
34,022
15.1%
$68,460
$16.50
 
2020
0
0
0.0%
34,022
15.1%
$0
$0.00
 
2021
0
0
0.0%
34,022
15.1%
$0
$0.00
 
2022
0
0
0.0%
34,022
15.1%
$0
$0.00
 
2023
0
0
0.0%
34,022
15.1%
$0
$0.00
 
2024
1
83,260
36.9%
117,282
51.9%
$999,120
$12.00
 
2025
1
33,000
14.6%
150,282
66.5%
$396,000
$12.00
 
Thereafter
2
73,094
32.4%
223,376
98.9%
$899,520
$12.31
 
Vacant
0
2,530
1.1%
225,906
100.0%
$0
$0.00
 
Total/Weighted Average
17
225,906
100.0%
   
$2,780,164
$12.45
 
(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 Table.
(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

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

Historical Occupancy

12/31/2011(1)
 
12/31/2012(1)
 
12/31/2013(1)
 
12/1/2014(2)
NAV
 
NAV
 
NAV
 
98.9%
 
(1) The four Amargosa Portfolio Properties were acquired between May 2014 and July 2014.  Historical occupancy is not available.
(2) Information obtained from the underwritten rent roll.
 
Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Amargosa Portfolio Properties:
Cash Flow Analysis(1)
 
2012(2)
 
2013(3)
 
U/W
 
% of U/W
Effective
Gross Income
 
U/W $ per SF
Base Rent
$2,304,922
 
$1,888,380
 
$2,780,164
 
75.3%
 
$12.31
 
Grossed Up Vacant Space
0
 
0
 
53,130
 
1.4
 
0.24
 
Total Reimbursables
525,036
 
547,193
 
971,626
 
26.3
 
4.30
 
Other Income
38,496
 
37,414
 
35,732
 
1.0
 
0.16
 
Less Vacancy & Credit Loss
0
 
0
 
(148,199)(4)
 
(4.0)
 
(0.66)
 
Effective Gross Income
$2,868,454
 
$2,472,987
 
$3,692,452
 
100.0%
 
$16.35
 
                     
Total Operating Expenses
$656,252
 
$645,171
 
$1,123,034
 
30.4
 
$4.97
 
                     
 Net Operating Income
$2,212,202
 
$1,827,817
 
$2,569,418
 
69.6%
 
$11.37
 
TI/LC
0
 
0
 
147,698
 
4.0
 
0.65
 
Capital Expenditures
0
 
0
 
33,886
 
0.9
 
0.15
 
 Net Cash Flow
$2,212,202
 
$1,827,817
 
$2,387,834
 
64.7%
 
$10.57
 
                     
NOI DSCR
1.41x
 
1.17x
 
1.64x
         
NCF DSCR
1.41x
 
1.17x
 
1.52x
         
NOI DY
8.3%
 
6.9%
 
9.7%
         
NCF DY
8.3%
 
6.9%
 
9.0%
         
  (1) The four Amargosa Portfolio Properties were acquired between May 2014 and July 2014.  The 2014 historical cash flows are not available.
  (2) The 2012 cash flows for the Gold’s Gym property represents the annualized six-month period ending December 31, 2012.
  (3) The 2013 cash flows for the Northgate Shopping Center property were not provided by seller and are not included in the aggregate 2013 cash flows.
  (4) The underwritten economic vacancy is 5.2%.  The Amargosa Portfolio Properties were 98.9% physically occupied as of December 1, 2014.
Appraisals.  As of the appraisal valuation dates ranging from July 21, 2014 to September 1, 2014 the Amargosa Portfolio Properties had an aggregate “as-is” appraised value of $37,180,000.
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.
47

 
AMARGOSA PORTFOLIO
Environmental Matters.  According to the Phase I environmental site assessments dated from October 23, 2014 to October 24, 2014, there was a recognized environmental condition at the Northgate Shopping Center property. Due to the former use of chlorinated solvents at the onsite dry cleaners, a Phase II subsurface investigation was conducted on January 14, 2015 which detected a high amount of perchloroethylene in the groundwater above permitted limits and recommended soil and groundwater remediation.  The loan documents provide for an upfront reserve in the amount of $307,500 for environmental remediation costs, which is equal to 125% of the estimated remediation costs.
Market Overview and Competition.  The Amargosa Portfolio Properties are located in Happy Valley, Oregon; Phoenix, Arizona; Corvallis, Oregon; and San Antonio, Texas.

Happy Valley, Oregon
The Burlington Coat Factory property is located approximately 13.6 miles southeast of the Portland central business district.  The neighborhood contains a mix of retail and residential uses and is the primary retail hub for the southeast Portland metropolitan area.  Interstate 205 provides direct freeway access to Portland International Airport and serves as a primary bypass to Interstate 5 and the Portland central business district.  According to the appraisal, the 2014 population within the three- and five-mile radius of the Burlington Coat Factory property was 126,403 and 318,876, respectively, with an estimated average household income of $63,808 and $63,901, respectively. According to a third party market research report, the Burlington Coat Factory property is located within the Clackamas/Milwaukee submarket of the Portland retail market.  As of the fourth quarter 2014, the Clackamas/Milwaukee submarket reported total inventory of 1,025 retail properties totaling approximately 11.1 million square feet with a 4.0% vacancy rate and average asking rent of $16.32, per square foot, triple-net.
Phoenix, Arizona
The Southern Plaza property is located in the south central portion of the Phoenix metropolitan area, approximately four miles southwest of the Phoenix central business district. Access to the area is provided by Interstate 10 which winds north and east of the neighborhood and primary arterial roads include Baseline Road and Southern Avenue.  According to the appraisal, the 2013 population within the three- and five-mile radius of the Southern Plaza property was 95,119 and 181,594, respectively, with a median household income of $40,543 and $36,873, respectively.  According to a third party market research report, the Southern Plaza property is located within the South Phoenix submarket of the Phoenix retail market.  As of the fourth quarter 2014, the South Phoenix submarket reported total inventory of 241 retail properties totaling approximately 1.5 million square feet with a 4.5% vacancy rate and average asking rent of $12.48 per square foot, triple-net.
Corvallis, Oregon
The Northgate Shopping Center property is located in Corvallis, Oregon approximately 84.3 miles south of Portland and 47.3 miles north of Eugene with primary access to the neighborhood provided by US Highway 20 and State Highway 99W.  Oregon State University, located approximately 1.2 miles southwest of the Northgate Shopping Center property, is the main driver of the Corvallis economy and serves as the area’s top employer. According to the appraisal, the 2014 population within the three- and five-mile radius of the Northgate Shopping Center property was 52,539 and 65,812, respectively, with an estimated average household income of $52,451 and $55,582, respectively. Due to the small size of the Corvallis market, the appraiser relied on historical trends data for shopping center properties in the city of Corvallis. As of the second quarter 2014, Corvallis reported a total retail inventory of 34 properties totaling approximately 1.2 million square feet with a 6.9% vacancy rate and average asking rent of $14.83 per square foot, triple-net.
San Antonio, Texas
The Gold’s Gym property is located in the northeastern portion of the city of San Antonio, approximately 14.2 miles northeast of the San Antonio central business district. Primary access to the neighborhood is provided by Interstate 35 and the Gold’s Gym property benefits from access to commercial thoroughfares including Thousand Oaks Drive and Nacogdoches Road.  According to the appraisal, the 2014 population within the three- and five-mile radius of the Gold’s Gym property was 102,425 and 251,500, respectively, with an estimated average household income of $63,516 and $66,371, respectively.  According to a third party market research report, the Gold’s Gym property is located within the Northeast retail submarket of the San Antonio retail market.  As of the fourth quarter 2014, the Northeast submarket reported total inventory of 1,914 properties totaling approximately 16.6 million square feet with a 6.3% vacancy rate and average asking rent of $11.95 per square foot, triple-net.
The Borrower.  The borrower is Amargosa Palmdale Investments, LLC, a single purpose entity. Dorian Bilak, who owns or controls over 10.0% of the borrower via various family trusts, is the guarantor of certain nonrecourse carveouts under the Amargosa Portfolio Mortgage Loan.
The Sponsor.  The sponsor is Dorian Bilak, the president of Bilak Enterprises, Inc., a company engaged in the management, repositioning and revitalization of antiquated commercial properties and the development of new ground-up construction.  Mr. Bilak has overseen the management, maintenance and leasing of over 3.0 million square feet of retail space and has supervised all tenant build-out and new construction of those projects.
 
Escrows.  The loan documents provide for an upfront reserve in the amount of $73,109 for real estate taxes and $307,500 for environmental remediation costs. The loan documents provide for ongoing monthly reserves in the amount of $29,677 for real estate taxes, $2,824 for replacement reserves and $12,500 for tenant improvements and leasing commissions. Ongoing monthly reserves for insurance are not required as long as (i) no event of default has occurred and is continuing; (ii) the Amargosa Portfolio Properties are covered by an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the policy and timely proof of payment of the insurance premiums.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
48

AMARGOSA PORTFOLIO

Lockbox and Cash Management.  Upon the occurrence of a Cash Trap Event Period (as defined below), the borrower is required to establish a lender-controlled lockbox account into which the borrower is required to deposit all rents and other income within one business day of receipt and the tenants are required to deposit all rents directly.  During a Cash Trap Event Period, all excess funds on deposit in the lockbox account are swept to a lender-controlled cash flow subaccount.

A “Cash Trap Event Period” will commence upon the occurrence of a Major Tenant Event Period (as defined below) and the earlier of (i) the occurrence and continuance of an event of default; or (ii) the net cash flow debt yield being less than 7.0%.  A Cash Trap Event Period will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the net cash flow debt yield being equal to or greater than 7.0% for two consecutive calendar quarters.

A “Major Tenant Event Period” will commence, with respect to (a) Burlington Coat Factory, (b) Food City or (c) any replacement tenant that represents either at least 20.0% of the total rental income or 15,000 square feet of the gross leasable area at any individual property, upon the occurrence of the earlier of such tenant (i) failing to renew or extend its lease on terms acceptable to lender prior to the deadline to renew as outlined in its lease; (ii) filing bankruptcy or similar insolvency proceedings; (iii) going dark, failing to occupy or vacating; (iv) an event of default under its lease; or (v) terminating its lease or giving a termination notice under its lease.

A Major Tenant Event Period will expire, with regard to clause (i), lender’s receipt of satisfactory evidence that the applicable tenant has extended its lease on terms acceptable to lender; with regard to clause (ii), bankruptcy or insolvency proceeding has terminated and the related lease has been affirmed; with respect to clause (iii), the applicable tenant has resumed its normal business operations and is open for two consecutive quarters; with respect to clause (iv), the subject default is cured and no other monetary default or material non-monetary default under the related lease occurs for two consecutive calendar quarters; and with regard to clauses (i) through (v), lender receives evidence that the applicable tenant space has been leased to one or more satisfactory replacement tenants that represents either at least 20.0% of the total rental income or 15,000 square feet of the gross leasable area at any individual property and all tenant improvement costs and leasing commissions related to the replacement tenant have been paid or are deposited with lender.

Property Management.  The Amargosa Portfolio Properties are managed by an affiliate of the borrower.
Assumption.  The borrower has the two-time right to transfer the Amargosa Portfolio Properties, 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 DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates.

Partial Release.  Following the lockout period, the borrower is permitted to partially release any of the Amargosa Portfolio Properties in connection with a partial defeasance, subject to certain conditions including (i) the principal balance is reduced by the greater of (a) 100% of the net proceeds of the sale of the release property, (b) 125% of the released property’s allocated loan balance, (c) an amount that would result in the net cash flow debt yield with respect to the remaining Amargosa Portfolio Properties following the release being no less than the greater of (x) 11.0% and (y) the net cash flow debt yield of the Amargosa Portfolio Properties prior to the release, (d) an amount that would result in a loan-to-value ratio of the remaining Armargosa Portfolio Properties following the release being no more than the lesser of (I) 65.0% and (II) the loan-to-value ratio for the Amargosa Portfolio Properties prior to the release, and (e) an amount required to maintain compliance with REMIC requirements; (ii) rating agency confirmation from DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2015-C27 Certificates; and (iii) the lender receives a legal opinion that the release satisfies REMIC requirements.
Real Estate Substitution.  Not permitted.
Subordinate and Mezzanine Indebtedness.  None.
Ground Lease.  None.
Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Amargosa Portfolio Properties.  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.
Earthquake Insurance.  The loan documents do not require earthquake insurance.  The seismic reports for the Burlington Coat Factory and Northgate Shopping Center property located in Happy Valley and Corvallis, Oregon, respectively, indicated a probable maximum loss of 14.0% and 9.0%, 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.
49

Wells Fargo Commercial Mortgage Trust 2015-C27 Transaction Contact Information
Transaction Contact Information
 
Questions may be directed to any of the following individuals:
 
Wells Fargo Securities, LLC
 
   
Brigid Mattingly
Tel. (312) 269-3062
 
Fax (312) 658-0140
   
A.J. Sfarra
Tel. (212) 214-5613
 
Fax (212) 214-8970
   
Alex Wong
Tel. (212) 214-5615
 
Fax (212) 214-8970

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