FWP 1 n725_x2ts.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-08
     

 

 

(WELLS FARGO  SECURITIESLOGO) 

 

Free Writing Prospectus 

Collateral Term Sheet

 

$1,045,358,264

 

(Approximate Aggregate Cut-off Date Balance of Mortgage Pool)

 

Wells Fargo Commercial Mortgage Trust 2016-LC24

 

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc.

 

as Depositor

 

Ladder Capital Finance LLC 

Wells Fargo Bank, National Association 

Rialto Mortgage Finance, LLC 

National Cooperative Bank, N.A.

 

as Sponsors and Mortgage Loan Sellers

 

 

 Commercial Mortgage Pass-Through Certificates
Series 2016-LC24

 

 

 August 30, 2016

 

WELLS FARGO SECURITIES
Lead Manager and Sole Bookrunner
 

Academy Securities

 Co-Manager

 

Deutsche Bank Securities

 Co-Manager

 

 

 

 

Wells Fargo Commercial Mortgage Trust 2016-LC24 Certain Terms and Conditions

  

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. 333-206677) 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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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 ASSUMPTIONS AS TO SECURITIES, PRICING 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 Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

 

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

 

The information herein is preliminary and may be supplemented or amended prior to the time of sale.

 

In addition, the Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.

 

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) any 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 - Central Park Retail

 

Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment
(Fitch/KBRA/Moody’s):
NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $70,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $70,000,000   Location: Fredericksburg, VA
% of Initial Pool Balance: 6.7%   Size: 441,907 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $203.66
Borrower Name: Central Park Retail, LLC   Year Built/Renovated: 1966/2014
Sponsor: Gary D. Rappaport   Title Vesting: Fee
Mortgage Rate: 4.380%   Property Manager: Self-managed
Note Date: August 5, 2016   4th Most Recent Occupancy (As of): 95.2% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 94.0% (12/31/2013)
Maturity Date: September 1, 2026   2nd Most Recent Occupancy (As of): 92.8% (12/31/2014)
IO Period: 0 months   Most Recent Occupancy (As of): 90.4% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 95.7% (7/22/2016)
Seasoning: 0 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $7,397,218 (12/31/2013)
Call Protection: L(24),D(92),O(4)   3rd Most Recent NOI (As of): $7,395,577 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of): $7,303,906 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $7,307,782 (TTM 6/30/2016)
Additional Debt Type(1): Pari Passu      
       
      U/W Revenues: $9,474,343
      U/W Expenses: $1,715,283
      U/W NOI: $7,759,060
Escrows and Reserves(2):         U/W NCF: $7,116,672
          U/W NOI DSCR(1): 1.44x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.32x
Taxes $278,383 $55,677 NAP   U/W NOI Debt Yield(1): 8.6%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 7.9%
Replacement Reserves $0 $11,807 NAP   As-Is Appraised Value: $121,000,000
TI/LC Reserve $0 $36,898 $1,328,340   As-Is Appraisal Valuation Date: June 1, 2016
Rent Concession Reserve $138,076 $0 NAP   Cut-off Date LTV Ratio(1): 74.4%
Outstanding TI/LC Reserve $526,940 $0 NAP   LTV Ratio at Maturity or ARD(1): 59.9%
             
                 
(1)The Central Park Retail Whole Loan (as defined below), totaling $90,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). Note A-1, which represents the controlling interest in the Central Park Retail Whole Loan, had an original principal balance of $70,000,000, has an outstanding principal balance of $70,000,000 as of the Cut-off Date and will be contributed to the WFCM 2016-LC24 Trust. The non-controlling Note A-2 had an original principal balance of $20,000,000 and is expected to be contributed to a future trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Central Park Retail Whole Loan. The lender provides no assurances that any non-securitized pari passu note will not be split further.

(2)See “Escrows” section.

(3)As of July 22, 2016, the Central Park Retail Property was 91.0% occupied and 95.7% leased by 62 tenants.

 

The Mortgage Loan. The mortgage loan (the “Central Park Retail Mortgage Loan”) is part of a whole loan (the “Central Park Retail Whole Loan”) that is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering an anchored retail center located in Fredericksburg, Virginia (the “Central Park Retail Property”). The Central Park Retail Whole Loan was originated on August 5, 2016 by Wells Fargo Bank, National Association. The Central Park Retail Whole Loan had an original principal balance of $90,000,000, has an outstanding principal balance as of the Cut-off Date of $90,000,000 and accrues interest at an interest rate of 4.380% per annum. The Central Park Retail Whole Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the Central Park Retail Mortgage Loan. The Central Park Retail Whole Loan matures on September 1, 2026.

 

Note A-1, which will be contributed to the WFCM 2016-LC24 Trust, had an original principal balance of $70,000,000, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and represents the controlling interest in the Central Park Retail Whole Loan. The non-controlling Note A-2, which had an original principal balance of $20,000,000, referred to herein as the “Central Park Retail Companion Loan”, is expected to be contributed to a future securitization trust. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—The Central Park Retail Whole Loan” in the Preliminary Prospectus.

 

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

 

 

 

CENTRAL PARK RETAIL

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $70,000,000   WFCM 2016-LC24 Yes
A-2 $20,000,000   Wells Fargo Bank, National Association No
Total $90,000,000      

 

Following the lockout period, the borrower has the right to defease the Central Park Retail Mortgage Loan in whole, but not in part, on any date before June 1, 2026. In addition, the Central Park Retail Mortgage Loan is prepayable without penalty on or after June 1, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $90,000,000   97.5%   Loan payoff(1) $90,451,700     98.0%
Sponsor’s new cash contribution 2,340,661   2.5   Reserves 943,399   1.0
          Closing costs 945,562   1.0
Total Sources $92,340,661   100.0%       Total Uses $92,340,661   100.0%

 

(1)The Central Park Retail Property was previously securitized in the MLCFC 2006-4 transaction. The Central Park Retail Whole Loan was used to pay off a portion of the previous $125,000,000 mortgage loan, which also included debt secured by a 229,611 square foot office complex, which was refinanced separately. Approximately $90,451,770 of the previous $125,000,000 loan is allocated to the Central Park Retail Property.

 

The Property. The Central Park Shopping Center is a regional power center located in Fredericksburg, Virginia, approximately 53.7 miles southwest of Washington, D.C. that contains 2.5 million square feet of retail and office space, of which the 441,907 square feet of retail space (“Central Park Retail Property”, as defined below) serves as collateral for the Central Park Retail Whole Loan. The Central Park Retail Property is situated on a 48.4-acre parcel of land and is anchored by Office Depot and Hobby Lobby Stores. According to a third party geographic information provider, the Central Park Shopping Center is one of the largest power centers on the East Coast, and shadow anchors include Wal-Mart, Lowe’s, Target, Regal Cinemas and Best Buy (all of which are not part of the collateral for the Central Park Retail Whole Loan). The Central Park Retail Property consists of a 29 single-story buildings and contains 2,837 parking spaces, resulting in a parking ratio of 6.4 spaces per 1,000 square feet of rentable area. The majority of the Central Park Retail Property is located along Carl D Silver Parkway, which serves as the backbone for the Central Park Shopping Center. This portion of the collateral is located in the heart of the Central Park Shopping Center and benefits from visibility and accessibility, being completely surrounded by roadways and shadow anchor tenancies on all four sides. Five buildings, representing 45,300 square feet (10.3% of net rentable area) are located in a retail area known as Waverly Village, which is located 0.3 miles southwest, across Plank Road (Route 3), from the Central Park Shopping Center and adjacent to the Spotsylvania Towne Center, an approximate 1.6 million square foot super-regional mall anchored by Macy’s, JCPenney, Sears, Dick’s Sporting Goods, Costco and Belk.

 

The Central Park Retail Property has benefited from positive leasing momentum, with a total of 117,247 square feet (26.5% of net rentable area) having either signed or renewed occupancy in 2015 and 2016. Tenants representing 51.1% of the underwritten base rent have been in occupancy at the Central Park Retail Property for over 10 years. Over the past eight years, the Central Park Retail Property has averaged 92.1% occupancy, with an average annual occupancy of at least 86.4%. As of July 22, 2016, the Central Park Retail Property was 91.0% occupied and 95.7% leased by 62 tenants subject to 63 leases. Skyzone has a fully executed lease for 20,930 square feet (4.7% of net rentable area) at the Central Park Retail Property but is still undergoing build-out of their space and is expected to take occupancy in November 2016.

 

As of April 2016, 15 tenants, representing approximately 77,728 square feet (17.6% of net rentable area) reported at least two full prior years of comparable sales (along with a trailing 12-month period ending in 2016). These tenants, along with the two anchor tenants, exhibited average trailing 12-month sales of $229 PSF with an average occupancy cost of 14.2%. Comparable year-over-year sales increased 1.8% from 2014 to 2015, and 1.4% from 2015 to the trailing 12-month period ending in 2016.

 

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

 

 

 

CENTRAL PARK RETAIL

 

The following table presents certain information relating to the tenancy at the Central Park Retail Property: 

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Sales PSF Occupancy Cost Lease
Expiration
Date
                   
Anchor Tenant – Not Part of Collateral        
Wal-Mart AA/Aa2/AA 230,000 SHADOW ANCHOR – NOT PART OF THE COLLATERAL
Lowe’s NR/A3/A- 185,000 SHADOW ANCHOR – NOT PART OF THE COLLATERAL
Target A-/A2/A 117,000 SHADOW ANCHOR – NOT PART OF THE COLLATERAL
Regal Cinemas B+/B1/B+ 51,000 SHADOW ANCHOR – NOT PART OF THE COLLATERAL
Best Buy BBB-/Baa1/BBB- 46,000 SHADOW ANCHOR – NOT PART OF THE COLLATERAL
                   
Anchor Tenants                  
Office Depot NR/B1/B- 29,887 6.8% $16.40 $490,200 5.9% $143(3) 12.4%(3) 12/31/2017(4)
Hobby Lobby Stores NR/NR/NR 53,459 12.1% $8.50 $454,402 5.5% $115(5) 8.5%(5) 10/31/2021(6)
Total Anchor Tenants   83,346 18.9% $11.33 $944,602 11.4%      
                   
Major Tenants                  
Sports & Health NR/NR/NR 29,000 6.6% $13.50 $391,500 4.7% NAV NAV 12/31/2020(7)
Mattress Discounters NR/NR/NR  15,700(8) 3.6%  $23.00(8)  $361,040(8) 4.4% NAV NAV Various(8)
Party City NR/NR/NR  12,000 2.7%  $22.48  $269,746 3.3% NAV NAV 7/31/2019
Old Navy BB+/Baa2/BB+  15,002 3.4%  $17.60  $264,035 3.2% $322(9) 6.3%(9) 9/30/2018(10)
Pier 1 Imports NR/NR/B+  9,013 2.0%  $29.01  $261,464 3.2% NAV NAV 2/28/2019
Verizon Wireless A-/Baa1/BBB+  11,000 2.5%  $22.00  $242,004 2.9% NAV NAV 3/31/2020(11)(12)
Patient First NR/NR/NR  7,502 1.7%  $32.26  $242,000 2.9% NAV NAV 3/31/2020(13)
Total Major Tenants 99,217 22.5% $20.48 $2,031,789 24.5%      
                   
Non-Major Tenants 240,489 54.4% $22.06 $5,305,118 64.1%      
                 
Occupied Collateral Total 423,052 95.7%(14) $19.58 $8,281,509 100.0%      
                   
Vacant Space   18,855 4.3%            
                   
Collateral Total 441,907 100.0%            
                   

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through December 2017 totaling $37,261.

(3)Office Depot sales and occupancy costs are based on the trailing 12-month period ending December 31, 2015.

(4)Office Depot has three, five-year lease extension options.

(5)Hobby Lobby Stores sales and occupancy costs are based on the trailing 12-month period ending October 31, 2015.

(6)Hobby Lobby Stores has two, five-year lease extension options.

(7)Sports & Health has the right to terminate its lease at any time after January 1, 2019 with a minimum of 6 months’ notice.

(8)Mattress Discounters leases multiple suites under multiple leases with 11,700 square feet (2.6% of the net rentable area) within the Central Park Shopping Center expiring January 31, 2018 and 4,000 square feet (0.9% of the net rentable area) within Waverly Village expiring February 28, 2021.

(9)Old Navy sales and occupancy costs are based on the trailing 12-month period ending April 30, 2016.

(10)Old Navy has two, five-year lease extension options.

(11)Verizon Wireless has a one time option to terminate its lease effective March 31, 2017 with notice required by October 1, 2016 along with the payment of a termination fee of approximately $121,002.

(12)Verizon Wireless has two, five-year lease extension options.

(13)Patient First has six, five-year lease extension options.

(14)As of July 22, 2016, the Central Park Retail Property was 91.0% occupied and 95.7% leased. Skyzone has a fully executed lease for 20,930 square feet (4.7% of net rentable area) at the Central Park Retail Property but is still undergoing build-out of its space and is expected to take occupancy in November 2016.

 

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

 

 

 

CENTRAL PARK RETAIL 

 

The following table presents certain information relating to the historical sales and occupancy costs at the Central Park Retail Property:

 

Historical Sales (PSF) and Occupancy Costs(1)

 

Tenant Name 2014 2015 TTM 4/30/2016 Current Occupancy Cost
Office Depot $139 $143(2) $143(2) 12.4%(2)
Hobby Lobby Stores $108 $115(3) $115(3) 8.5%(3)
Old Navy $335 $328 $322 6.3%
Ann Taylor Loft $306 $308 $304 11.9%
Dress Barn Inc. $160 $156 $159 15.5%
Noodles & Company $427 $452 $467 11.4%
The Melting Pot $216 $228 $228 10.0%
Lane Byrant $252 $257 $258 10.9%
Kirkland’s $237 $249 $250 9.7%
Shane’s Rib Shack $389 $362 $347(4) 8.0%(4)
Sleepys $104 $139 $150 22.6%
Catherines Inc. $146 $146 $150 16.0%
         
Total Comparable Sales(5) $222 $226 $229  
Occupancy Costs(5)(6) 14.9% 14.6% 14.2%  

 

(1)Historical Sales (PSF) and Occupancy Costs were provided by the borrower. Current Occupancy Cost is based on the most recent available Historical Sales.

(2)Office Depot sales and occupancy costs are based on the trailing 12-month period ending December 31, 2015.

(3)Hobby Lobby Stores sales and occupancy costs are based on the trailing 12-month period ending October 31, 2015.

(4)Shane’s Rib Shack sales are based on the trailing 12-month period ending February 28, 2016.

(5)Represents the 15 tenants, comprising approximately 77,728 square feet (17.6% of net rentable area), that reported at least two full prior years of comparable sales and a trailing 12-month period ending in 2016, along with the two anchor tenants at the Central Park Retail Property.

(6)Occupancy Costs are based on the Annual U/W Base Rent and reimbursements and historical sales.

 

The following table presents certain information relating to the lease rollover schedule at the Central Park Retail 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
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 1 2,000 0.5% 2,000 0.5% $14,000 0.2% $7.00
2016 0 0 0.0% 2,000 0.5% $0 0.0% $0.00
2017 6 47,250 10.7% 49,250 11.1% $1,026,585 12.4% $21.73
2018 7 53,488 12.1% 102,738 23.2% $1,105,948 13.4% $20.68
2019 14 59,577 13.5% 162,315 36.7% $1,559,914 18.8% $26.18
2020 9 71,486 16.2% 233,801 52.9% $1,476,613 17.8% $20.66
2021 7 78,159 17.7% 311,960 70.6% $1,048,094 12.7% $13.41
2022 4 18,483 4.2% 330,443 74.8% $469,011 5.7% $25.38
2023 7 29,979 6.8% 360,422 81.6% $686,354 8.3% $22.89
2024 3 10,800 2.4% 371,222 84.0% $254,110 3.1% $23.53
2025 2 9,200 2.1% 380,422 86.1% $177,300 2.1% $19.27
2026 3 42,630 9.6% 423,052 95.7% $463,579 5.6% $10.87
Thereafter 0 0 0.0% 423,052 95.7% $0 0.0% $0.00
Vacant 0 18,855 4.3% 441,907 100.0% $0 0.0% $0.00
Total/Weighted Average 63(4) 441,907 100.0%     $8,281,509 100.0% $19.58

 

(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)There are 62 tenants subject to 63 leases at the Central Park Retail 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.

 

 

 

CENTRAL PARK RETAIL

 

The following table presents historical occupancy percentages at the Central Park Retail Property:

 

Historical Occupancy

 

12/31/2010(1)

12/31/2011(1)

12/31/2012(1)

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

7/22/2016(2)(3)

93.4% 91.2% 95.2% 94.0% 92.8% 90.4% 95.7%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)As of July 22, 2016, the Central Park Retail Property was 91.0% occupied and 95.7% leased by 62 tenants.

 

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 Central Park Retail Property:

 

Cash Flow Analysis

 

    2013   2014   2015   TTM 6/30/2016   U/W   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent   $7,807,330   $7,955,152   $7,753,235   $7,759,387   $8,281,509(1)   87.4%   $18.74  
Grossed Up Vacant Space   0   0   0   0   454,684   4.8   1.03  
Percentage Rent   70,970   13,821   0   0   0   0.0   0.00  
Total Reimbursables   932,000   930,523   1,101,723   1,119,845   1,164,834   12.3   2.64  
Other Income   24,240   22,877   38,443   21,969   28,000   0.3   0.06  
Less Vacancy & Credit Loss   0   0   0   0   (454,684)(2)   (4.8)   (1.03)  
Effective Gross Income   $8,834,540   $8,922,373   $8,893,401   $8,901,201   $9,474,343   100.0%   $21.44  
                               
Total Operating Expenses   $1,437,322   $1,526,796   $1,589,495   $1,593,420   $1,715,283   18.1%   $3.88  
                               
 Net Operating Income   $7,397,218   $7,395,577   $7,303,906   $7,307,782   $7,759,060   81.9%   $17.56  
TI/LC   0   0   0   0   501,167   5.3   1.13  
Capital Expenditures   0   0   0   0   141,221   1.5   0.32  
 Net Cash Flow   $7,397,218   $7,395,577   $7,303,906   $7,307,782   $7,116,672   75.1%   $16.10  
                               
NOI DSCR(3)   1.37x   1.37x   1.35x   1.35x   1.44x          
NCF DSCR(3)   1.37x   1.37x   1.35x   1.35x   1.32x          
NOI DY(3)   8.2%   8.2%   8.1%   8.1%   8.6%          
NCF DY(3)   8.2%   8.2%   8.1%   8.1%   7.9%          

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through December 2017 totaling $37,261.

(2)The underwritten economic vacancy is 5.2%. The Central Park Retail Property was 95.7% leased and 91.0% physically occupied as of July 22, 2016.

(3)The debt service coverage ratios and debt yields are based on the Central Park Retail Whole Loan.

 

Appraisal. As of the appraisal valuation date of June 1, 2016, the Central Park Retail Property had an “as-is” appraised value of $121,000,000.

 


Environmental Matters. According to a Phase I environmental site assessment dated June 8, 2016, there was no evidence of any recognized environmental conditions at the Central Park Retail Property.

 

Market Overview and Competition. The Central Park Retail Property is located in Fredericksburg, Virginia, approximately 53.7 miles southwest of Washington D.C and approximately 57.3 miles north of Richmond, Virginia. The Fredericksburg region, which includes the city of Fredericksburg and the counties of Caroline, King George, Spotsylvania, and Stafford, has been the fastest growing region in Virginia for the past 8 years. Additionally, with a population growth of over 16.2% between 2010 and 2014, Fredericksburg represents the sixth fastest growing area in the U.S. According to the appraisal, the employment character of Fredericksburg indicates a predominantly middle- to upper-income employment profile, with a 2016 average household income within a three- and five-mile radius of the Central Park Retail Property of $78,981 and $89,158, respectively, with the majority of the population holding government, business services and retail related jobs. According to the appraisal, the 2016 population within a three- and five-mile radius are 44,793 and 123,928, respectively. According to a third party market research report, the Central Park Retail Property is located within the Fredericksburg City retail submarket, which as of the second quarter of 2016 had a total inventory of approximately 5.1 million square feet with a vacancy rate of 5.2%, down from 8.3% as of the second quarter 2009. The Fredericksburg City retail submarket has averaged a vacancy rate of 4.5% over the past 10 years. Additionally, within a 1-mile radius of the Central Park Retail Property, the retail vacancy rate is 3.0% and has averaged 2.8% over the past 5 years. As of the second quarter of 2016, the average retail asking rent was $15.44 per square foot on a triple-net basis.

 

The Central Park Retail Property is located within a retail corridor in Northern Virginia and benefits from exposure along both Interstate-95, a six-lane highway just east of the Central Park Retail Property, and Plank Road (Route 3), a six-lane road just south of the Central Park Retail Property. Plank Road has a daily traffic count of 90,684 and I-95 has a daily traffic count of 144,375. The I-95 and Route 3 Interchange is currently undergoing a roadway improvement project that will increase accessibly to the Central Park Shopping Center by adding additional lanes and signalized intersections. The interchange improvement project has an estimated cost of $21.0 million with an anticipated completion in Fall 2018. Immediately north of the Central Park Retail Property is Celebrate Virginia, a 2,400-acre mixed use development featuring the 116,000 square foot Fredericksburg Expo & Conference Center, a multi-

 

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

 

 

 

CENTRAL PARK RETAIL

 

purpose facility which hosts over 250 events annually; three hotels (a 148-room Hilton Garden Inn, a 122-room Hampton Inn & Suites and a 124-room Homewood Suites by Hilton); 1,200 residences and the Cannon Ridge Golf Club. Bordering the Central Park Retail Property to the south is the Spotsylvania Towne Center, an approximately 1.6 million square foot super-regional mall anchored by Macy’s, JCPenney, Sears, Dick’s Sporting Goods, Costco and Belk. The Spotsylvania Towne Center is a prominent demand driver to the immediate area, drawing from a trade area population of 628,836 with an average income of $112,675.

 

The following table presents certain information relating to comparable properties to the Central Park Retail Property:

 

Comparable Leases(1)

 

Property Name/ Location Year Built/ Renovated Anchor Tenants Total GLA (SF) Total Occupancy Distance from Subject Tenant Name

Lease Date /

Term

Lease Area (SF) Annual Base Rent PSF Lease Type

Central Park Retail (Subject)

Fredericksburg, VA

1966/2014 Office Depot, Hobby Lobby Stores 441,907 96%(2) -- Office Depot

January 2013 /

5 Yrs

29,887 $16.40 NNN

Dulles Landing

Chantilly, VA

2015/NAP TJ Maxx, Home Goods, Ross Dress for Less, Dick’s Sporting Goods, Michaels 429,415 85% 58.3 miles Michaels

March 2016 /

10 Yrs

21,080 $16.00 NNN

Dulles Landing

Chantilly, VA

2015/ NAP TJ Maxx, Home Goods, Ross Dress for Less, Dick’s Sporting Goods, Michaels 429,415 85% 58.3 miles TJ Maxx

March 2016 /

10 Yrs

25,000 $13.25 NNN

Dulles Landing

Chantilly, VA

2015/ NAP TJ Maxx, Home Goods, Ross Dress for Less, Dick’s Sporting Goods, Michaels 429,415 85% 58.3 miles Dicks Sporting Goods

March 2016 /

10 Yrs

45,000 $11.50 NNN

The Shops at Waldorf

Waldorf, MD

1987/NAP hhgregg, Michaels, LA Fitness 496,071 90% 56.3 miles LA Fitness

June 2015 /

12 Yrs

30,253 $19.00 NNN

Plaza America

Reston, VA

1995/NAP Whole, Michael’s CVS 165,000 92% 55.8 miles Whole Foods

March 2014 /

15 Yrs

25,000 $29.00 NNN
                     

 

(1)Information obtained from the appraisal, a third party market report and underwritten rent roll.

(2)As of July 22, 2016, the Central Park Retail Property was 91.0% occupied and 95.7% leased. Skyzone has a fully executed lease for 20,930 square feet (4.7% of net rentable area) at the Central Park Retail Property but is still undergoing build-out of their space and is expected to take occupancy in November 2016.

 

The Borrower. The borrower is Central Park Retail, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Central Park Retail Whole Loan. Gary D. Rappaport and The Gary D. Rappaport Revocable Trust are the guarantors of certain nonrecourse carveouts under the Central Park Retail Whole Loan.

 

The Sponsor. The sponsor is Gary D. Rappaport, CEO of Rappaport Companies, a retail real estate company he founded in 1984. Rappaport Companies provides leasing, tenant representation, management and development services for more than 14 million square feet. Rappaport Company’s portfolio includes more than 45 shopping centers and ground floor retail in approximately 100 mixed-use properties, both residential and office, located primarily throughout the mid-Atlantic region. Rappaport Companies and affiliates were subject to an indirect, minority-interest foreclosure proceeding in 2009. See “Description of the Mortgage Pool – Certain Terms of the Mortgage Loans—Non-Recourse Obligations” and “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves in the amount of $278,383 for real estate taxes, $526,940 for outstanding TI/LC reserves for Sky Zone ($284,962), Comcast ($178,980), The Cellular Connection ($38,998) and Ancient Kabob ($24,000) and $138,076 for outstanding rent concessions for Sky Zone ($62,720), Occasion by MK ($29,878), Veterinary Emergency Center ($15,254), Comcast ($12,856), Potbelly ($6,602), I-Care Optometry ($6,512) and Ancient Kabob ($4,255).

 

The loan documents require monthly deposits of $55,677 for real estate taxes, $11,807 for replacement reserves and $36,898 for tenant improvements and leasing commissions (subject to a cap of $1,328,340 as long as no event of default has occurred and is continuing and the debt service coverage ratio is at least 1.20x). 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 approved by the lender; (iii) the borrower provides the lender with timely proof of payment of insurance premiums; and (iv) the borrower provides evidence of renewal of insurance policies.

 

Lockbox and Cash Management. The Central Park Retail Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct the tenants to pay their rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or 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 on deposit in the lockbox

 

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

 

 

 

CENTRAL PARK RETAIL

 

account are disbursed to the borrower. During a Cash Trap Event Period, all excess funds are required to be swept to 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 and (ii) the debt service coverage ratio falling below 1.15x at the end of any calendar quarter. A Cash Trap Event Period will be cured, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.20x for two consecutive calendar quarters.

 

Property Management. The Central Park Retail Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has a two-time right to transfer the Central Park Retail Property, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) 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; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates and similar confirmations from each rating agency rating any securities backed by the Central Park Retail Companion Loan with respect to the ratings of such securities.

 

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 Central Park Retail Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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

 

 

 

 

No. 2 – Green Valley Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Ladder Capital Finance LLC   Single Asset/Portfolio: Portfolio
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Manufactured Housing Community
Original Principal Balance: $58,750,000   Specific Property Type: Manufactured Housing Community
Cut-off Date Balance: $58,750,000   Location: Various – See Table
% of Initial Pool Balance: 5.6%   Size: 2,042 Pads
Loan Purpose: Refinance   Cut-off Date Balance Per Pad: $28,771
Borrower Names(1): Various   Year Built/Renovated: Various – See Table
Sponsor: Ross H. Partrich   Title Vesting: Fee
Mortgage Rate: 4.586%   Property Manager: Self-managed
Note Date: May 11, 2016   4th Most Recent Occupancy (As of): 91.0% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 90.8% (12/31/2013)
Maturity Date: June 6, 2026   2nd Most Recent Occupancy (As of): 90.4%(12/31/2014)
IO Period: 12 months   Most Recent Occupancy (As of): 90.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of) : 89.1% (4/20/2016)
Seasoning: 3 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $4,731,969 (12/31/2013)
Call Protection: L(27),D(89),O(4)   3rd Most Recent NOI (As of): $4,772,817 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $4,754,223 (12/31/2015)
Additional Debt(2): Yes   Most Recent NOI (As of): $4,714,508 (TTM 3/31/2016)
Additional Debt Type(2): Future Mezzanine    
      U/W Revenues: $7,876,585
      U/W Expenses: $2,921,435
      U/W NOI: $4,955,150
          U/W NCF: $4,853,050
          U/W NOI DSCR: 1.37x
Escrows and Reserves(3):         U/W NCF DSCR: 1.34x
          U/W NOI Debt Yield: 8.4%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 8.3%
Taxes $341,218 $56,870 NAP   As-Is Appraised Value: $81,680,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Dates: Various
Replacement Reserves $0 $8,508 $408,400   Cut-off Date LTV Ratio: 71.9%
Deferred Maintenance $399,526 $0 NAP   LTV Ratio at Maturity or ARD: 60.0%
             

 

(1)See “The Borrowers” section.
(2)See “Subordinate and Mezzanine Indebtedness” section.

(3)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Green Valley Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering seven manufactured housing community properties totaling 2,042 pads located in Ohio, Florida, and New Jersey (the “Green Valley Portfolio Properties”). The Green Valley Portfolio Mortgage Loan was originated on May 11, 2016 by Ladder Capital Finance LLC. The Green Valley Portfolio Mortgage Loan had an original principal balance of $58,750,000, has an outstanding principal balance as of the Cut-off Date of $58,750,000 and accrues interest at an interest rate of 4.586% per annum. The Green Valley Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires interest-only payments for the first 12 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Green Valley Portfolio Mortgage Loan matures on June 6, 2026.

 

Following the lockout period, the borrower has the right to defease the Green Valley Portfolio Mortgage Loan in whole or in part (see “Partial Release” section), on any due date before March 6, 2026. In addition, the Green Valley Portfolio Mortgage Loan is prepayable without penalty, on or after March 6, 2026.

 

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

 

 

 

GREEN VALLEY PORTFOLIO

 

Sources and Uses

 

Sources         Uses      
Original loan amount $58,750,000   100.0%   Loan payoff(1) $38,247,597    65.1%   
          Reserves 740,744   1.3   
          Closing costs 1,430,093   2.4   
          Return of equity 18,331,566   31.2   
Total Sources $58,750,000   100.0%   Total Uses $58,750,000   100.0%   

 

(1)The Green Valley Portfolio Properties were previously securitized in the LBUBS 2006-C4 transaction.

 

The Properties. The Green Valley Portfolio Properties consist of seven manufactured housing community properties containing 2,042 pads located in Ohio (five properties), Florida (one property) and New Jersey (one property). The Green Valley Portfolio Properties were built between 1965 and 1991. The Green Valley Portfolio Properties range in size from 199 pad sites to 457 pad sites, with monthly rents ranging from $282 to $471. As of April 20, 2016, the Green Valley Portfolio Properties were 89.1% occupied.

 

Country Village – Orange City, FL (38.9% of Cut-off Date Balance)

 

Country Village is a class-A, age-restricted (55+) manufactured housing community consisting of 457 pads on 77.5 acres (5.9 pads per acre), built in 1991 and located in Orange City, Florida, approximately 29.1 miles northeast of Orlando, Florida. As of April 20, 2016, the Country Village mortgaged property was 92.3% occupied. There are 961 total parking spaces including 914 pad spaces (2.1 spaces per pad) and 47 visitor spaces. The Country Village mortgaged property has amenities such as an outdoor pool/jacuzzi, shuffleboard and bocce courts, RV storage, and two clubhouses with on-site leasing, fitness center, library and a game room.

 

Birchwood Manor – Ravenna, OH (21.4% of Cut-off Date Balance)

 

Birchwood Manor is a class-B, manufactured housing community consisting of 392 pads on 109.1 acres (3.6 pads per acre), built in two phases (1968 and 1992) and located in Ravenna, Ohio, approximately 30.6 miles southeast of Cleveland, Ohio and approximately 14.7 miles northeast of Akron, Ohio. As of April 20, 2016, the Birchwood Manor mortgaged property was 95.2% occupied. The Birchwood Manor mortgaged property features 784 parking spaces (2.0 spaces per pad), an outdoor basketball court and playground as well as on-site leasing.

 

Pinewood Estates – Barnegat, NJ (12.0% of Cut-off Date Balance)

 

Pinewood Estates is a class-B, age-restricted (55+) manufactured housing community consisting of 321 pads on 67.5 acres (4.8 pads per acre), built in 1967 and located in Barnegat, New Jersey, approximately 46.4 miles southeast of Philadelphia, Pennsylvania and approximately 11.0 miles northwest of Long Beach Island, New Jersey. As of April 20, 2016, the Pinewood Estates mortgaged property was 99.7% occupied. There are 692 parking spaces (2.2 spaces per pad) and facility amenities include a clubhouse, playground, and a swimming pool. The Pinewood Estates mortgaged property is subject to rent control, which limits rent increases to once per year in an amount not to exceed the annual CPI for the region.

 

Country Estates – Lima, OH (8.1% of Cut-off Date Balance)

 

Country Estates is a class-B, manufactured housing community consisting of 226 pads on 36.3 acres (6.2 pads per acre), built in 1975 and located in Lima, Ohio. As of April 20, 2016, the Country Estates mortgaged property was 82.7% occupied. The County Estates mortgaged property features 452 parking spaces (2.0 spaces per pad), on-site leasing, outdoor storage, a club house and an outdoor pool.

 

Crestwood Estates – Lima, OH (7.5% of Cut-off Date Balance)

 

Crestwood Estates is a class-B, manufactured housing community consisting of 199 pads on 34.9 acres (5.7 pads per acre), built in 1965 and located in Lima, Ohio, approximately 4.5 miles northwest of the Country Estates Property. Access to the property is provided by one curb cut along North Cable Rd. As of April 20, 2016, the Crestwood Estates mortgaged property was 88.9% occupied. The Crestwood Estates mortgaged property features 398 parking spaces (2.0 spaces per pad) and outdoor storage.

 

Brookfield Acres – Brookfield, OH (7.0% of Cut-off Date Balance)

 

Brookfield Acres is a class-B, manufactured housing community consisting of 232 pads on 78.7 acres (2.9 pads per acre), built in 1972 and located in Brookfield, Ohio. As of April 20, 2016, the Brookfield Acres mortgaged property was 81.5% occupied. The Brookfield Acres mortgaged property features 464 parking spaces (2.0 spaces per pad), outdoor storage, a clubhouse, and a pool.

 

Highland Estates – Findlay, OH (5.3% of Cut-off Date Balance)

 

Highland Estates is a class-B, manufactured housing community consisting of 215 pads on 43.5 acres (4.9 pads per acre), built in 1967 and located in Findlay, Ohio. As of April 20, 2016, the Highland Estates mortgaged property was 70.7% occupied. The Highland Estates mortgaged property features 430 parking spaces (2.0 spaces per pad), on-site leasing, outdoor storage, a club house, a playground, and an outdoor pool.

 

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

 

 

 

GREEN VALLEY PORTFOLIO

 

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

 

Property Name State Allocated
Cut-off Date
Balance
% of
Portfolio
Cut-off
Date
Balance
Occupancy Year Built/
Renovated
Pads Appraised Value Allocated
LTV
Country Village FL $22,840,000 38.9% 92.3% 1991/NAP 457 $31,750,000 71.9%
Birchwood Manor OH $12,550,000 21.4% 95.2% 1968/ NAP 392 $17,440,000 72.0%
Pinewood Estates NJ $7,030,000 12.0% 99.7% 1967/NAP 321 $9,770,000 72.0%
Country Estates OH $4,740,000 8.1% 82.7% 1975/ NAP 226 $6,590,000 71.9%
Crestwood Estates OH $4,390,000 7.5% 88.9% 1965/ NAP 199 $6,110,000 71.8%
Brookfield Acres OH $4,090,000 7.0% 81.5% 1972/NAP 232 $5,690,000 71.9%
Highland Estates OH $3,110,000 5.3% 70.7% 1967/NAP 215 $4,330,000 71.8%
Total/Weighted   $58,750,000 100.0% 89.1%   2,042 $81,680,000 71.9%

  

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

 

Historical Occupancy

 

12/31/2012(1)

 

12/31/2013(1)

 

12/31/2014(1)

 

12/31/2015(1)

 

4/20/2016(2)

91.0%   90.8%   90.4%   90.0%   89.1%
                 
(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 Green Valley Portfolio Properties:

 

Cash Flow Analysis

 

    2013   2014   2015   TTM 3/31/2016   U/W   % of U/W Effective Gross Income   U/W $ per
Pad
 
Base Rent   $7,274,372   $7,415,340   $7,527,908   $7,571,948   $7,793,921   99.0%   $3,817  
Grossed Up Vacant Space   0   0   0   0   1,000,348   12.7   490  
Other Income   81,780   77,851   79,053   82,664   82,664   1.0   40  
Less Vacancy & Credit Loss  

0

 

0

 

0

 

0

 

(1,000,348)(1)

 

(12.7)

 

(490)

 
Effective Gross Income   $7,356,152   $7,493,191   $7,606,961   $7,654,612   $7,876,585    100.0%   $3,857  
                               
Total Operating Expenses   $2,624,183   $2,720,374   $2,852,738   $2,940,104   $2,921,435   37.1%   $1,431  
                               
Net Operating Income   $4,731,969   $4,772,817   $4,754,223   $4,714,508   $4,955,150   62.9%   $2,427  
  Capital Expenditures  

0

 

0

 

 

 

102,100 

 

1.3 

 

50

 
Net Cash Flow   $4,731,969   $4,772,817   $4,754,223   $4,714,508   $4,853,050   61.6%   $2,377  
                               
  NOI DSCR   1.31x   1.32x   1.32x   1.31x   1.37x          
  NCF DSCR   1.31x   1.32x   1.32x   1.31x   1.34x          
  NOI DY   8.1%   8.1%   8.1%   8.0%   8.4%          
  NCF DY   8.1%   8.1%   8.1%   8.0%   8.3%          

  

(1)The underwritten economic vacancy is 11.4%. The Green Valley Portfolio Properties were 89.1% occupied as of April 20, 2016.

 

Appraisal. As of the appraisal valuation dates of April 19, 2016 and April 20, 2016, the Green Valley Portfolio Properties had an aggregate “as-is” appraised value of $81,680,000.

 

Environmental Matters. According to Phase I environmental assessments dated April 28, 2016 and April 29, 2016, there was no evidence of any recognized environmental conditions at the Green Valley Portfolio Properties.

 

Market Overview. The Green Valley Portfolio Properties are located across Ohio (5 properties), Florida (1 property), and New Jersey (1 property).

 

Orange City, FL

 

The Country Village mortgaged property is located in Volusia County in Orange City, Florida, which is approximately 29.1 miles northeast of Orlando, Florida. According to the appraisal, the Country Village mortgaged property is part of the Deltona/Daytona Beach metropolitan statistical area, which had an estimated 2015 population of 618,018. The estimated 2015 population within a one-, three- and five- mile radius of the Country Village mortgaged property was 3,521, 43,098, and 112,588, respectively, and the estimated 2015 average annual household income within the same radii was $53,729, $55,600, and $57,628 respectively. Since 2009, the Volusia County manufactured housing submarket vacancy has never been above 5.0%. The submarket vacancy for Volusia County was 4.0% as of April 2016, while the Country Village mortgaged property was 7.7% vacant as of April 20, 2016.

 

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

 

 

 

GREEN VALLEY PORTFOLIO

 

Ravenna, OH

 

The Birchwood Manor mortgaged property is located in Ravenna, Ohio, which is approximately 30.6 miles southeast of Cleveland, Ohio and 14.7 miles northeast of Akron, Ohio. According to the appraisal, the Birchwood Manor mortgaged property is in the Akron, Ohio metropolitan statistical area, which had an estimated 2015 population of 704,168 people. The estimated 2015 population within a one-, three-, and five- mile radius of the Birchwood Manor property was 1,575, 18,346, and 56,037, respectively, and the estimated 2015 average annual household income within the same radii was $55,401, $52,810, and $55,798, respectively. The Birchwood Manor property is located in the Portage, Ohio manufactured housing submarket, which reported a 9.0% vacancy as of April 2016, while the Birchwood Manor mortgaged property was 4.8% vacant as of April 20, 2016.

 

Barnegat, NJ

 

The Pinewood Estates mortgaged property is located is Barnegat, New Jersey, which is approximately 46.4 miles southeast of Philadelphia, Pennsylvania, approximately 11.0 miles northwest of Long Beach Island, New Jersey and part of the New York-Newark-Jersey City, NY-NJ-PA metropolitan statistical area. According to the appraisal, the Pinewood Estates mortgaged property is located in Ocean County, which had an estimated 2015 population of 589,096. The estimated 2015 population within a one-, three-, and five-mile radius of the Pinewood Estates property was 704, 14,879, and 39,021, respectively, and the estimated 2015 average annual household income within the same radii was $69,944, $82,155, and $84,938, respectively. The Pinewood Estates Property is located in the Ocean County manufactured housing submarket, which reported a 2.1% vacancy as of April 2016, while the Pinewood Estates mortgaged property was 0.3% vacant as of April 20, 2016.

 

Lima, OH

 

The Country Estates and Crestwood Estates mortgaged properties are located in Lima, Ohio of Allen County, which is within the Lima, Ohio metropolitan statistical area. According to the appraisal, Allen County had an estimated 2015 population of 104,510 people. The estimated 2015 population within a one-, three-, and five-mile radius of the Country Estates mortgaged property was 3,655, 36,553, and 60,276, respectively, and the estimated 2015 average annual household income within the same radii was $43,897, $40,933, and $46,928, respectively. The estimated 2015 population within a one-, three-, and five-mile radius of the Crestwood Estates mortgaged property was 7,370, 46,137, and 68,862, respectively, and the estimated 2015 average annual household income within the same radii was $45,468, $47,711, and $52,583, respectively. The Country Estates and Crestwood Estates mortgaged properties are part of the Lima manufactured housing submarket, which reported an 11.4% vacancy as of April 2016, while the Country Estates and Crestwood Estates mortgaged properties were 17.3% and 11.1% vacant, respectively, as of April 20, 2016.

 

Brookfield, OH

 

The Brookfield Acres mortgaged property is located in Brookfield, Ohio, which is part of the Youngstown-Warren-Boardman, Ohio metropolitan statistical area. According to the appraisal, the property is located in Trumbull County which had an estimated 2015 population of 203,238 people. The estimated 2015 population within a one-, three-, and five-mile radius of the Brookfield Acres mortgaged property was 797, 5,616, and 19,765 respectively, and the estimated 2015 average annual household income within the same radii was $61,445, $62,952, and $59,761, respectively. The Brookfield Acres mortgaged property is located in the Trumbull manufactured housing submarket, which reported an 11.7% vacancy as of April 2016, while the Brookfield Acres mortgaged property was 18.5% vacant as of April 20, 2016.

 

Findlay, OH

 

The Highland Estates mortgaged property is located in Findlay, Ohio, part of Hancock County, which, according to the appraisal, had an estimated 2015 total population of 75,234 people. The estimated 2015 population within a one-, three-, and five-mile radius of the Highland Estates mortgaged property was 6,073, 40,027, and 52,407, respectively, and the estimated 2015 average annual household income within the same radii was $47,044, $62,917, and $65,246, respectively. The Highland Estates mortgaged property is located in the Findlay manufactured housing submarket, which reported a 14.0% vacancy as of April 2016, while the Highland Estates mortgaged property was 29.3% vacant as of April 20, 2016.

 

The Borrowers. The borrowers are: Birchwood Manor Mobile Home Park, L.L.C; Brookfield Associates MHC, LLC; Crestwood Associates, LLC; Country Estates Associates, LLC; Highland Estates of Ohio, L.L.C.; Country Village Orange City Associates, LLC; and Pinewood Estates Associates, LLC, each a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Green Valley Portfolio Mortgage Loan. Ross H. Partrich is the guarantor of certain nonrecourse carve-outs under the Green Valley Portfolio Mortgage Loan.

  

The Sponsor. The sponsor is Ross H. Partrich, who is the key principal of RHP Properties (“RHP”). Mr. Partrich owns and manages a total of 224 communities with over 56,349 housing units and sites spanning 23 states, with a combined value of approximately $3.4 billion. RHP employs more than 900 professionals at their Farmington Hills, Michigan corporate headquarters, regional offices, and on-site management properties across the country. RHP is the second largest private owner of manufactured home communities in the country. The sponsor is also a sponsor under the mortgage loan identified on the Annex A-1 to the Preliminary Prospectus as Skyline Village. The sponsor had prior deeds in lieu of foreclosure. For additional information on the sponsor, see “Description of the Mortgage Loans—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves in the amount of $341,218 for real estate taxes and $399,526 for deferred maintenance. The loan documents also require monthly deposits in an amount equal to one-twelfth of the estimated annual real estate taxes, which currently equates to $56,870, and $8,508 for replacement reserves (capped at $408,400). The loan documents do not require monthly escrows for insurance, provided that (i) the blanket policy is acceptable to the lender and (ii) the borrower provides the lender with evidence of payment five days prior to the due date.

 

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

 

 

 

GREEN VALLEY PORTFOLIO

 

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Sweep Event Period (as defined below), the Green Valley Portfolio Mortgage Loan requires that the borrowers establish a lockbox account and the borrowers or property manager shall deposit all rents into such lockbox account and such funds will be swept to the cash management account. During a Sweep Event Period, all excess cash flow after payment of all sums due and payable under the loan documents and all operating expenses will be retained by the lender as additional collateral.

  

A “Sweep Event Period” will commence upon any of the following: (i) the occurrence and continuance of an event of default; (ii) the amortizing debt service coverage ratio falling below 1.05x for two consecutive calendar quarters; or (iii) the borrowers defaulting under the management agreement. A Sweep 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 amortizing debt service coverage ratio being equal to or greater than 1.15x for two consecutive calendar quarters; and with regard to clause (iii), upon the date the borrowers have entered into a replacement management agreement with a qualified manager or the date on which the applicable default has been satisfied to the lender’s satisfaction.

 

Property Management. The Green Valley Portfolio Properties are managed by an affiliate of the sponsor. 

 

Assumption. The borrowers have the right to transfer the Green Valley Portfolio Properties 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 the transferee’s experience, financial strength, and general business standing; and (iii) if required by the lender, a rating agency confirmation is obtained from Fitch, KBRA and Moody’s to the effect that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates. 

 

Partial Release. Following the lockout period, the borrower is permitted to partially release any of the Green Valley Portfolio Properties in connection with a partial defeasance, subject to certain conditions including: (i) no event of default or Sweep Event Period has occurred and is continuing; (ii) partial defeasance of that portion of the Green Valley Portfolio Mortgage Loan equal to 110% of the allocated loan amount for the released property; (iii) the loan-to-value ratio with respect to the remaining Green Valley Portfolio Properties will be no greater than the lesser of the loan-to-value ratio at closing and the loan-to-value ratio immediately prior to the release; (iv) the amortizing debt service coverage ratio with respect to the remaining Green Valley Portfolio Properties will be no less than the greater of 1.05x and the debt service coverage ratio immediately prior to the release; and (v) the lender receives rating agency confirmation from each of Fitch, KBRA and Moody’s that the release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates 

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The loan documents permit mezzanine financing subject to: (i) there being no event of default; (ii) a maximum combined loan-to-value ratio equal to the lesser of 75.0% and the loan-to-value ratio upon origination of the Green Valley Portfolio Mortgage Loan; (iii) a minimum combined amortizing debt service coverage ratio equal to the greater of 1.35x and the amortizing debt service coverage ratio upon origination of the Green Valley Portfolio Mortgage Loan; (iv) the lender’s review and approval of (a) the terms and conditions of the mezzanine loan and the mezzanine loan documents and (b) the structure of the mezzanine borrower; (v) if required under the pooling and servicing agreement, the receipt of a rating agency confirmation from each of Fitch, KBRA and Moody’s that the mezzanine financing will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates; and (vi) the execution of an intercreditor agreement acceptable to the lender.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the Green Valley Portfolio Properties. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with an 18-month extended period of indemnity.

 

Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of the Green Valley Portfolio Properties. At origination of the Green Valley Portfolio Mortgage Loan, the Green Valley Portfolio Properties had insurance coverage for windstorm.

 

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

 

 

 

No. 3 – Four Points by Sheraton Times Square - Leased Fee
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/KBRA/Moody’s):

NR/NR/NR   Property Type: Other
Original Principal Balance: $46,700,000   Specific Property Type: Leased Fee
Cut-off Date Balance: $46,700,000   Location: New York, NY
% of Initial Pool Balance: 4.5%   Size(2): 4,938 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $9,457.27
Borrower Name: Times Square Hospitality Fee I LLC   Year Built/Renovated: NAV/NAV
Sponsor: The Gehr Group, Inc.   Title Vesting: Fee
Mortgage Rate: 4.450%   Property Manager: NAP
Note Date: July 6, 2016   4th Most Recent Occupancy: NAP
Anticipated Repayment Date: July 11, 2026   3rd Most Recent Occupancy: NAP
Maturity Date: July 11, 2036   2nd Most Recent Occupancy: NAP
IO Period: 120 months   Most Recent Occupancy: NAP
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (9/1/2016)
Seasoning: 2 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, ARD      
Interest Accrual Method: Actual/360   4th Most Recent NOI: NAV
Call Protection: L(36),GRTR 1% or YM(80),O(4)   3rd Most Recent NOI: NAV
Lockbox Type: Springing   2nd Most Recent NOI: NAV
Additional Debt: None   Most Recent NOI: NAV
Additional Debt Type: NAP    
      U/W Revenues: $2,627,933
      U/W Expenses: $0
      U/W NOI: $2,627,933
      U/W NCF: $2,627,933
      U/W NOI DSCR: 1.25x
      U/W NCF DSCR: 1.25x
Escrows and Reserves(1):     U/W NOI Debt Yield: 5.6%
          U/W NCF Debt Yield: 5.6%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $62,000,000
Taxes $0 Springing NAP   As-Is Appraisal Valuation Date: May 4, 2016
Insurance $0 Springing NAP   Cut-off Date LTV Ratio: 75.3%
Replacement Reserves $0 $0 NAP   LTV Ratio at Maturity or ARD: 75.3%
             
                   
(1)See “Escrows” section.

(2)Size represents the land area beneath the Four Points by Sheraton Times Square – Hotel (as defined below).

 

The Mortgage Loan. The mortgage loan (the “Four Points by Sheraton Times Square – Leased Fee Mortgage Loan”) is evidenced by a promissory note secured by a first mortgage encumbering the fee simple interest in the land which lies beneath the Four Points by Sheraton hotel (the “Four Points by Sheraton Times Square – Leased Fee Property”). The Four Points by Sheraton Times Square – Leased Fee Mortgage Loan was originated on July 6, 2016 by Wells Fargo Bank, National Association. The Four Points by Sheraton Times Square - Leased Fee Mortgage Loan had an original principal balance of $46,700,000, has an outstanding principal balance as of the Cut-off Date of $46,700,000 and accrues interest at an interest rate of 4.450% per annum. The Four Points by Sheraton Times Square - Leased Fee Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments through the anticipated repayment date (“ARD”). The ARD is July 11, 2026 and the final maturity date is July 11, 2036. In the event the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan is not paid in full on or before the ARD, borrower will be required to make payments of principal and interest based on an interest rate equal to the initial mortgage rate plus 4.000% per annum. The ARD automatically triggers a Cash Trap Event Period (see “Lockbox and Cash Management” section) whereby all excess cash flow will be used to pay down the principal balance of the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan. See “Description of the Mortgage Pool—ARD Loans” in the Preliminary Prospectus.

 

Following the lockout period, the borrower has the right to prepay the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan in whole, but not in part, on any date before April 11, 2026, provided that the borrower pay the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan is prepayable without penalty on or after April 11, 2026.

 

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

 

 

 

FOUR POINTS BY SHERATON TIMES SQUARE – LEASED FEE

 

Sources and Uses

 

Sources         Uses      
Original loan amount $46,700,000   84.9%   Loan payoff(1) $54,397,823     98.9%
Sponsor’s new cash contribution $8,284,955   15.1   Closing costs 587,132   1.1    
Total Sources $54,984,955   100.0%   Total Uses $54,984,955   100.0%
(1)The Four Points by Sheraton Times Square - Hotel was previously securitized in the DBUBS 2011-LC3A transaction.

 

The Property. The Four Points by Sheraton Times Square – Leased Fee Property consists of a land parcel totaling 4,938 square feet, or 0.1 acres, located in New York, New York (The Four Points by Sheraton Times Square – Leased Fee Property) and the underlying the leasehold improvements, which are not collateral for the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan (the “Four Points by Sheraton Times Square - Hotel”). The Four Points by Sheraton Times Square - Hotel is subject to a ground lease with the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan borrower (the “Four Points by Sheraton Times Square Ground Lease”), which expires on June 6, 2115 and has an annual rental rate of $2.4 million with 2.0% annual increases for the first ten years and increases of the greater of (y) 2.5% and (z) the Consumer Price Index thereafter provided that the base rent does not increase more than 12.0% during any four year period.

 

Built in 2006, the Four Points by Sheraton Times Square - Hotel contains 33 stories and 244 guest rooms. Amenities at the Four Points by Sheraton Times Square - Hotel include a 24-hour fitness center, a 24-hour business center, the Gotham Bistro which serves breakfast, lunch and dinner, Best Brews bar and an approximately 5,000-square-foot bi-level rooftop bar and lounge, the Sky Room Bar, which offers a 360 degree view of Manhattan, Times Square and the Hudson River. The Sky Room Bar is owned by an affiliate of the borrower and occupies the top two floors of the Four Points by Sheraton Times Square - Hotel as well as the adjacent hotel building, the Fairfield Inn & Suites New York Manhattan Times Square, which is also owned by the borrower. As of the trailing 12-month period ending May 31, 2016, the Four Points by Sheraton Times Square - Hotel exhibited an occupancy rate of 95.9%, ADR of $229.27 and RevPAR of $219.93. Management is in the preliminary stages of a property improvement plan, which is scheduled to commence within the next 12 months with a preliminary budget of approximately $2.9 million ($11,680 per key). The franchise agreement between the Four Points by Sheraton Times Square - Hotel and The Sheraton LLC expires in June 2029.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance of the non-collateral Four Points by Sheraton Times Square - Hotel and the underwritten net cash flow at the Four Points by Sheraton Times Square – Leased Fee Property:

 

Cash Flow Analysis

 

  Non-Collateral Improvements      
  2014(1) 2015(1) TTM 5/31/2016(1) U/W “Look Through” to Non-Collateral Improvements(2) U/W(3) % of U/W Total Revenue U/W $ per Room
Occupancy 96.3% 94.7% 95.9% 85.0%      
ADR $247.00 $233.00 $229.27 $229.27      
RevPAR $237.95 $220.55 $219.93 $194.88      
               
Room Revenue $21,192,000 $19,642,534 $19,640,186 $17,403,519 $0 0.0% $0
F&B Revenue 683,000 623,576 581,183 581,183 0 0.0 0
Ground Lease Revenue 0 0 0 0 2,627,933 100.0 10,770
Other Revenue 337,000 369,511 367,646 367,646 0 0.0 0
Total Revenue

$22,212,000

 

$20,635,621

 

$20,589,015

 

$18,352,348

 

$2,627,933

 

100.0%

 

$10,770

 

               
Total Department Expenses

4,571,000

4,307,653

4,480,442

4,042,049

0

0.0

0

Gross Operating Profit $17,641,000 $16,327,968 $16,108,573 $14,310,299 $2,627,933 100.0% $10,770
               
 Total Undistributed Expenses

4,933,000

4,750,558

4,740,546

4,620,934

0

0.0

0

 Profit Before Fixed Charges $12,708,000 $11,577,410 $11,368,027 $9,689,365 $2,627,933 100.0% $10,770
               
Total Fixed Charges

1,891,000

2,331,746

2,440,745

2,598,000

0

0.0

0

               
Net Operating Income $10,817,000 $9,245,664 $8,927,282 $7,091,365 $2,627,933 100.0% $10,770
FF&E

0

0

0

734,094

0

0.0

0

 Net Cash Flow $10,817,000 $9,245,664 $8,927,282 $6,357,271 $2,627,933 100.0% $10,770
               
NOI DSCR 5.13x 4.39x 4.24x 3.37x 1.25x    
NCF DSCR 5.13x 4.39x 4.24x 3.02x 1.25x    
NOI DY 23.2% 19.8% 19.1% 15.2% 5.6%    
NCF DY 23.2% 19.8% 19.1% 13.6% 5.6%    

 

(1)Represents the fee simple historical operating performance of the non-collateral Four Points by Sheraton Times Square - Hotel, prior to the ground lease payment.

(2)The U/W “Look Through” to Non-Collateral Improvement represents the lender’s estimates of the non-collateral Four Points by Sheraton Times Square - Hotel income and expenses, not including ground rent due under the Four Points by Sheraton Times Square Ground Lease.

(3)U/W represents average the ground rent payable under the Four Points by Sheraton Times Square Ground Lease over the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan term.

 

Appraisal. As of the appraisal valuation date of May 4, 2016, the Four Points by Sheraton Times Square – Leased Fee Property had an “as-is” appraised value of $62,000,000.

 

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.

 

 

 

FOUR POINTS BY SHERATON TIMES SQUARE – LEASED FEE

 

Environmental Matters. According to a Phase I environmental site assessment dated May 12, 2016, there was no evidence of any recognized environmental conditions at the Four Points by Sheraton Times Square – Leased Fee Property.

 

Market Overview and Competition. The Four Points by Sheraton Times Square – Leased Fee Property is located beneath the Four Points by Sheraton Times Square - Hotel (not part of the collateral) which is located mid-block on West 40th Street between Eighth and Ninth Avenues in Manhattan’s Midtown West neighborhood. The Midtown West neighborhood has good accessibility via major subway lines including A/C/E, N/Q/R, 7 and 1/2/3, and the Port Authority Bus Terminal, which is one of the largest transit hubs in the United States serving more than 65.0 million people annually. Major corporate tenants within walking distance of the Four Points by Sheraton Times Square – Leased Fee Property include the New York Times, Morgan Stanley, Proskauer Rose, Bain & Company, Viacom, Ernst & Young, Skadden Arps, Reuters and Bank of America. Furthermore, the Midtown West neighborhood benefits from its close proximity to the high end retail on Fifth Avenue as well as many of the New York City’s tourist attractions, including the Chrysler Building, St. Patrick’s Cathedral, Museum of Modern Art, Rockefeller Center, Empire State Building and the New York Public Library. The Four Points by Sheraton Times Square – Leased Fee Property is situated two blocks west of Bryant Park and is located at the edge of the Times Square area. Times Square hosts over 131.0 million visitors annually with approximately 360,000 pedestrians passing through the area daily. The high level of pedestrian traffic has resulted in approximately $4.8 billion in annual retail, entertainment and hotel sales. Approximately 22 cents out every dollar spent by visitors in New York City was spent in Times Square.

 

As the largest single hospitality concentration in New York, Times Square accounts for approximately 17,000 rooms, 21.0% of Manhattan’s total hotel supply and generates over $1.8 billion in hotel revenues. According to a third party market research firm, Times Square hotels generate over $190.0 million in sales and hotel occupancy tax revenue for the City and State of New York.

 

The following table presents certain information relating to the Four Points by Sheraton Times Square - Hotel’s competitive set:

  

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

 

 

Competitive Set

Four Points by Sheraton Times Square - Hotel

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

3/31/2016 TTM 94.9% $230.00 $218.24 95.9% $236.09 $226.30 101.0% 102.6% 103.7%
 3/31/2015 TTM 96.1% $235.28 $226.16 95.0% $244.08 $231.91 98.8% 103.7% 102.5%
 3/31/2014 TTM 95.1% $236.87 $225.21 95.2% $253.40 $241.13 100.1% 107.0% 107.1%

 

(1)Information obtained from a third party hospitality research report dated April 21, 2016. According to such third party hospitality report, the competitive set includes the following hotels: Holiday Inn Express NYC Madison Square Garden, Fairfield Inn & Suites New York Manhattan Times Square, Hilton Garden Inn New York West 35th Street, Holiday Inn Express New York City Times Square, Hampton Inn Manhattan Times Square South and Doubletree New York Times Square South.

 

The Borrower. The borrower is Times Square Hospitality Fee I LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan. The Gehr Group, Inc., the sponsor and indirect owner of the borrower, is the guarantor of certain nonrecourse carveouts under the Four Points by Sheraton Times Square – Leased Fee Mortgage Loan.

 

The Sponsor. The sponsor is The Gehr Group, Inc., a diversified multinational holding company with principal business units engaged in international trade, real estate, hospitality, manufacturing and wholesale and distribution. The real estate and hospitality arms of The Gehr Group, Inc. engage in the ownership and operation of hotels, commercial, shopping centers, industrial and multifamily residential real estate in California, New York and Florida. In the past 30 years, The Gehr Group, Inc. has owned and operated two hotels, over 1,000 multifamily residential units and over 1.0 million square feet of industrial, office and retail space. The Gehr Group, Inc. also owns the Four Points by Sheraton Times Square - Hotel.

 

Escrows. The loan documents do not require ongoing monthly escrows for real estate taxes as long as (i) no event of default has occurred and is continuing; (ii) Times Square Hospitality II, LLC (the “Ground Lessee”) occupies the Four Points by Sheraton Times Square – Leased Fee Property and is required by the Four Points by Sheraton Times Square Ground Lease to pay taxes directly; (iii) the Four Points by Sheraton Times Square Ground Lease is in full force and effect; and (iv) the borrower provides satisfactory evidence to lender of payment of real estate taxes. The loan documents also do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the Ground Lessee maintains the insurance policies approved by the lender; (iii) the Four Points by Sheraton Times Square Ground Lease is in full force and effect; and (iv) the borrower provides the lender with evidence of renewal of the policies and 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 is required to establish a lender-controlled lockbox account and all rents shall be deposited directly into such lockbox account. The loan documents also require that all rents received by the borrower be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Trap Event Period, all excess cash flow is distributed to the borrower. During a Cash Trap Event Period, all excess cash flow is swept to a lender-controlled cash management subaccount.

 

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the occurrence and continuance of an event of default by the ground lessee under the Four Points by Sheraton Times Square Ground Lease; or (iii) the ARD. A Cash Trap Event Period will be cured, with respect to the circumstances outlined in clauses (i) and (ii), upon the cure of such default. A Cash Trap Event Period triggered by the circumstances outlined in clause (iii) shall not expire.

 

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

 

 

 

FOUR POINTS BY SHERATON TIMES SQUARE – LEASED FEE

 

Property Management. Not applicable.

 

Assumption. The borrower has the two time right to transfer the Four Points by Sheraton Times Square – Leased Fee Property, provided that certain other conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) 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; (iii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iv) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates.

 

Right of First Offer. The borrower-affiliated Ground Lessee has a right of first offer (“ROFO”) to purchase the Four Points by Sheraton Times Square – Leased Fee Property if the borrower decides to market its leased fee interest for sale. The ROFO does not apply to foreclosure or deed in lieu thereof, or first transfer thereafter.

 

Real Estate Substitution. Not Permitted.

 

Subordinate and Mezzanine Indebtedness. Not Permitted.

 

Ground Lease. Not applicable.

 

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 Four Points by Sheraton Times Square – Leased Fee Property (provided that the borrower is not required to pay terrorism premiums in excess of two times the premium for all risk and business interruption coverage if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

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

 

 

 

No. 4 – 1140 Avenue of the Americas
 
Loan Information   Property Information
Mortgage Loan Seller: Ladder Capital Finance LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $45,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $45,000,000   Location: New York, NY
% of Initial Pool Balance: 4.3%   Size: 247,183 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $400.51
Borrower Name: ARC NYC1140SIXTH, LLC   Year Built/Renovated: 1926/2015
Sponsor: American Realty Capital New York City REIT, Inc.   Title Vesting: Leasehold
Mortgage Rate: 4.109%   Property Manager: CBRE, Inc.
Note Date: June 15, 2016   4th Most Recent Occupancy (As of)(3): 53.9% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3): 82.3% (12/31/2014)
Maturity Date: July 6, 2026   2nd Most Recent Occupancy (As of)(3): 90.1% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of)(3): 92.1% (3/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 90.8% (6/8/2016)
Seasoning: 2 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(4): $5,713,542 (12/31/2013)
Call Protection: L(24),GRTR1% or YM(92),O(4)   3rd Most Recent NOI (As of)(4): $10,868,784 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(4): $13,011,926 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(4): $13,948,046 (TTM 3/31/2016)
Additional Debt Type(1): Pari Passu      
       
      U/W Revenues: $20,833,881
      U/W Expenses: $11,323,332
      U/W NOI(4): $9,510,549
Escrows and Reserves(2):     U/W NCF(4): $8,893,069
          U/W NOI DSCR(1): 2.31x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 2.16x
Taxes $342,123 $171,061 NAP   U/W NOI Debt Yield(1): 9.6%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 9.0%
Replacement Reserve $0 Springing NAP   As-Is Appraised Value: $180,000,000
TI/LC Reserve $961,116 Springing NAP   As-Is Appraisal Valuation Date: May 1, 2016
Ground Rent Reserve $116,016 $29,004 NAP   Cut-off Date LTV Ratio(1): 55.0%
Free Rent Reserve $712,266 $0 NAP   LTV Ratio at Maturity or ARD(1): 55.0%
             
               
(1)The 1140 Avenue of the Americas Whole Loan (as defined below), totaling $99,000,000, is comprised of four pari passu notes (Notes A-1, A-2, A-3 and A-4). The non-controlling Note A-3 and non-controlling Note A-4 have an aggregate outstanding principal balance of $45,000,000 as of the Cut-off Date and will be contributed to the WFCM 2016-LC24 Trust. The controlling Note A-1 and non-controlling Note A-2 have an aggregate original principal balance of $54,000,000 and will be contributed to one or more future trusts. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the 1140 Avenue of the Americas Whole Loan.

(2)See “Escrows” section.

(3)See “Historical Occupancy” section.

(4)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “1140 Avenue of the Americas Mortgage Loan”) is part of a whole loan (the “1140 Avenue of the Americas Whole Loan”) that is evidenced by four pari passu promissory notes (Notes A-1, A-2, A-3, and A-4) and secured by a first mortgage encumbering the leasehold interest in an office building located in New York, New York (the “1140 Avenue of the Americas Property”). The 1140 Avenue of the Americas Whole Loan was originated on June 15, 2016 by Ladder Capital Finance LLC. The 1140 Avenue of the Americas Whole Loan had an original principal balance of $99,000,000, has an outstanding principal balance as of the Cut-off Date of $99,000,000 and accrues interest at an interest rate of 4.109% per annum. The 1140 Avenue of the Americas Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments through the term of the 1140 Avenue of the Americas Whole Loan. The 1140 Avenue of the Americas Whole Loan matures on July 6, 2026.

 

The non-controlling Note A-3 and non-controlling Note A-4, which will be contributed to the WFCM 2016-LC24 Trust and together evidence the 1140 Avenue of the Americas Mortgage Loan, had an aggregate original principal balance of $45,000,000 and an aggregate outstanding principal balance of $45,000,000 as of the Cut-off Date. The controlling Note A-1 and non-controlling Note A-2, with an aggregate original principal balance of $54,000,000, are each expected to be contributed to one or more future trusts. Each of the mortgage loans evidenced by Note A-1 and Note A-2 are referred to herein as the “1140 Avenue of the Americas

 

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

 

 

 

1140 AVENUE OF THE AMERICAS

 

Companion Loans”. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Servicing Shift Whole Loans” in the Preliminary Prospectus.

 

Pari Passu Note Summary

 

  Original Balance   Note Holder Controlling Piece
Note A-1 $30,000,000   Ladder Capital Finance Yes
Note A-2 $24,000,000   Ladder Capital Finance No
Note A-3 $25,000,000   WFCM 2016-LC24 No
Note A-4 $20,000,000   WFCM 2016-LC24 No
Total $99,000,000      

 

Following the lockout period, the borrower has the right to prepay the 1140 Avenue of Americas Whole Loan in whole, but not in part, subject to payment of the greater of (i) a 1% prepayment premium or (ii) a yield maintenance premium, in each case based on the amount of principal balance being prepaid, on any date before April 6, 2026. In addition, the 1140 Avenue of the Americas Whole Loan is prepayable without penalty on or after April 6, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $99,000,000         52.5%   Purchase price $180,000,000       95.4%
Sponsor’s new cash contribution 87,989,527   46.6   Reserves 2,131,521   1.1
Seller credits(1) 1,673,382     0.9   Closing costs 6,531,388   3.5
Total Sources $188,662,909    100.0%   Total Uses $188,662,909   100.0%

 

(1)The seller provided credits of approximately $1.7 million for outstanding free rent and tenant improvements which were reserved at closing

 

The Property. The 1140 Avenue of the Americas Property is a 22-story class A, office building located in New York, New York. Constructed in 1926 and most recently renovated in 2015, the 1140 Avenue of the Americas Property is located at the northeastern corner of West 44th Street and Avenue of the Americas. The 1140 Avenue of the Americas Property totals 247,183 square feet and is comprised of 236,929 square feet of office space (95.9% of the net rentable area), 5,790 square feet of retail space (2.3% of the net rentable area) and 4,464 square feet of storage space (1.8% of the net rentable area). Office floor plates at the 1140 Avenue of the Americas Property average 11,242 square feet. The 1140 Avenue of the Americas Property has approximately 75 feet of frontage along Avenue of the Americas and 125 feet of frontage along West 44th Street. The seller acquired the 1140 Avenue of the Americas Property by purchasing the note following default on that loan during the renovation of the 1140 Avenue of the Americas Property. For additional information, see “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

 

The 1140 Avenue of the Americas Property is leased to tenants in the financial and professional services industries and the largest tenants include City National Bank (12.3% of net rentable area; rated AA-, A3, A+ by Fitch, Moody’s and S&P, respectively), Waterfall Asset Management (10.3% of net rentable area) and Office Space Solution (9.6% of net rentable area). Other office tenants at the 1140 Avenue of the Americas Property include Starwood Property Trust (5.2% of net rentable area), Knighthead Capital Management (5.2% of net rentable area), Flow Traders U.S. LLC (5.2% of net rentable area) and Field Street Capital (5.2% of net rentable area).

 

The 1140 Avenue of the Americas Property has undergone an extensive renovation, completed in 2015, including replacing the exterior of the building with an aluminum and glass curtain wall façade, providing floor-to-ceiling windows and enhanced sun exposure in tenant spaces. According to the seller of the 1140 Avenue of the AmericasProperty, $85.0 million ($343.87 per square foot) has been invested in renovations, tenant improvements and leasing costs at the 1140 Avenue of the Americas Property since 2007, with over $39.9 million ($161.42 per square foot) invested since 2011. As of June 8, 2016, the 1140 Avenue of the Americas Property was 90.8% occupied by 17 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.

 

 

 

1140 AVENUE OF THE AMERICAS

 

The following table presents certain information relating to the tenancy at the 1140 Avenue of the Americas 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              
City National Bank AA-/A3/A+ 30,359 12.3% $122.54(3)   $3,720,105 19.0% 6/30/2023(4)  
Waterfall Asset Management(5) NR/NR/NR 25,500 10.3% $79.65  $2,031,135 10.4% 8/31/2022(6)  
P\S\L Group America Limited NR/NR/NR 20,113 8.1% $82.94  $1,668,155 8.5% 1/31/2021(7)  
Office Space Solution NR/NR/NR 23,800 9.6% $57.38  $1,365,644 7.0% 8/31/2021(8)  
Trilogy Global Advisors NR/NR/NR 12,750 5.2% $84.00  $1,071,000 5.5% 11/30/2024(9)  
Total Major Tenants 112,522 45.5% $87.59  $9,856,039 50.5%  
               
Non-Major Tenants   111,985 45.3% $86.38  $9,672,718 49.5%  
               
Occupied Collateral Total 224,507 90.8% $86.99  $19,528,757 100.0%  
               
Vacant Space   22,676 9.2%        
               
Collateral Total 247,183 100.0%        
               

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through May 1, 2017, totaling $758,916.

(3)City National Bank occupies 24,417 square feet of office space, for which they pay $75.00 per square foot in Annual U/W Base Rent, 3,378 square feet of retail space, for which they pay $525.00 per square foot in Annual U/W Base Rent, and 2,564 square feet of storage space, for which they pay $45.00 per square foot in Annual U/W Base Rent.

(4)City National Bank has two, five-year lease renewal options.

(5)Waterfall Asset Management recently executed a lease for 7,909 square feet and is expected to take occupancy and commence rental payments on May 1, 2017. Currently, TriOptima North America occupies this space until their lease expires April 30, 2017. The additional space is included in Waterfall Asset Management’s underwritten NRSF.

(6)Waterfall Asset Management has one, five-year lease renewal option.

(7)P\S\L Group America Limited has one, five-year lease renewal option.

(8)Office Space Solution has one, five-year lease renewal option.

(9)Trilogy Global Advisors has one, five-year lease renewal option.

 

The following table presents certain information relating to the lease rollover schedule at the 1140 Avenue of the Americas 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(3)
% of Annual
 U/W
Base Rent
Annual
 U/W
Base Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2016 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 1 12,750 5.2% 12,750 5.2% $1,211,250 6.2% $95.00
2018 0 0 0.0% 12,750 5.2% $0 0.0% $0.00
2019 2 25,500 10.3% 38,250 15.5% $1,969,875 10.1% $77.25
2020 2 10,328 4.2% 48,578 19.7% $869,443 4.5% $84.18
2021 5 74,697 30.2% 123,275 49.9% $5,401,447 27.7% $72.31
2022 1 25,500 10.3% 148,775 60.2% $2,031,135 10.4% $79.65
2023 1 30,359 12.3% 179,134 72.5% $3,720,105 19.0% $122.54
2024 2 22,561 9.1% 201,695 81.6% $1,875,502 9.6% $83.13
2025 1 4,312 1.7% 206,007 83.3% $510,000 2.6% $118.27
2026 2 18,500 7.5% 224,507 90.8% $1,940,000 9.9% $104.86
Thereafter 0 0 0.0% 224,507 90.8% $0 0.0% $0.00
Vacant 0 22,676 9.2% 247,183 100.0% $0 0.0% $0.00
Total/Weighted Average 17 247,183 100.0%     $19,528,757 100.0% $86.99

 

(1)Information obtained from the underwritten rent roll.

(2)Certain tenants may have lease termination or contraction 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 INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

 

 

1140 AVENUE OF THE AMERICAS

 

The following table presents historical occupancy percentages at the 1140 Avenue of the Americas Property:

 

Historical Occupancy

 

12/31/2013(1)(2)

12/31/2014(1)(2)

12/31/2015(1)(2)

3/31/2016(1)

6/08/2016(3)

53.9% 82.3% 90.1% 92.1% 90.8%

 

(1)Information obtained from the borrower.

(2)Occupancy increased from 2013 to 2015 due to tenants representing approximately 75.0% of the net rentable area executing leases since the repositioning of the 1140 Avenue of the Americas Property in 2012.

(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 the underwritten net cash flow at the 1140 Avenue of the Americas Property:

 

Cash Flow Analysis

 

  2013(1)   2014(1)   2015(1)  

TTM

3/31/2016(2)

  U/W(2)   % of U/W Effective Gross Income   U/W $ per SF
Base Rent $10,572,440   $16,494,082   $18,732,841   $19,210,125   $19,528,757(3)   104.0%   $87.65(3)
Grossed Up Vacant Space 0   0   0   0   2,137,460   0.0   0.00
Total Reimbursables (48,910)   52,675   354,068   435,992   754,179   3.6   3.05
Other Income 202,726   439,581   498,390   550,946   550,946   2.6   2.23
Less Vacancy & Credit Loss 0   0   0   0   (2,137,460)(4)   (10.3)   (8.65)
Effective Gross Income $10,726,256   $16,986,338   $19,585,299   $20,197,064   $20,833,881   100.0%   $84.29
                           
Total Operating Expenses $5,012,714   $6,117,554   $6,573,373   $6,249,017   $11,323,332   54.4%   $45.81
                           
Net Operating Income $5,713,542   $10,868,784   $13,011,926   $13,948,046   $9,510,549   45.6%   $38.48
TI/LC 0   0   0   0   555,684   2.7   2.25
Capital Expenditures 0   0   0   0   61,796   0.3   0.25
Net Cash Flow $5,713,542   $10,868,784   $13,011,926   $13,948,046   $8,893,069   42.7%   $35.98
                           
NOI DSCR(5) 1.39x   2.64x   3.15x   3.38x   2.31x        
NCF DSCR(5) 1.39x   2.64x   3.15x   3.38x   2.16x        
NOI DY(5) 5.8%   11.0%   13.1%   14.1%   9.6%        
NCF DY(5) 5.8%   11.0%   13.1%   14.1%   9.0%        

 

(1)Net Operating Income increased from 2013 to 2014 to 2015 due to tenants representing approximately 75.0% of the net rentable area executing leases since the repositioning of the 1140 Avenue of the Americas Property in 2012.

(2)The decrease in Net Operating Income from TTM 3/31/2016 to U/W is primarily due to the U/W ground rent increasing. The current annual ground rent of $348,047 increases to $4,746,094 on January 1, 2017 which was underwritten.

(3)U/W Base Rent PSF and U/W Base Rent include contractual rent steps through May 1, 2017, totaling $758,916.

(4)The underwritten economic vacancy is 9.5%. The 1140 Avenue of the Americas Property was 90.8% physically occupied as of June 8, 2016.

(5)Debt service coverage ratios and debt yields are based on the 1140 Avenue of the Americas Whole Loan.

 

Appraisal. As of the appraisal valuation date of May 1, 2016, the 1140 Avenue of the Americas Property had an “as-is” appraised value of $180,000,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated March 25, 2016 there was no evidence of any recognized environmental conditions at the 1140 Avenue of the Americas Property.

 

Market Overview and Competition. The 1140 Avenue of the Americas Property is located in the Midtown Manhattan market within the Sixth Avenue/Rockefeller Center office submarket in New York City. The 1140 Avenue of the Americas Property is directly accessible by the A/C/E, B/D/F/M, N/Q/R, 1/2/3, 4/5/6, and 7 subway lines. New York City is the home to the headquarters of 48 companies on the 2015 Fortune 500 list and the two largest stock exchanges in the world. According to the appraisal, New York City has created more jobs over the past five years than during any five-year period in the last half century. As of the first quarter of 2016, Sixth Avenue/Rockefeller Center office inventory was comprised of approximately 40.3 million square feet, the largest submarket of primary office inventory in the country. As of the same quarter, Class A office inventory within the Sixth Avenue/Rockefeller Center office submarket was comprised of approximately 38.3 million square feet with a vacancy rate of 5.9%. As of first quarter 2016, the Class A Sixth Avenue/Rockefeller Center office submarket rental rates was $96.71 per square foot gross. The appraiser analyzed a set of five directly competitive properties within the immediate competitive area of the 1140 Avenue of the Americas Property and concluded an office market rental range of $64.00 to $120.00 per square foot gross. Underwritten weighted average office rents at the 1140 Avenue of the Americas Property is $86.99 per square foot gross, which is below the appraisal’s concluded office submarket rent for the 1140 Avenue of the Americas Property of $96.71 per square foot gross.

 

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

 

 

 

1140 AVENUE OF THE AMERICAS

 

The following table presents certain information relating to comparable leases to the 1140 Avenue of the Americas Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/
Renovated
Stories Total
GLA
(SF)
Total
Occupancy
Distance
from
Subject
Tenant Name Lease
Date/Term
Lease
Area
(SF)
Annual Base
Rent
PSF
Lease
Type

1120 Avenue of the Americas

New York, NY

1951/2005 21 415,000 99.2% 0.1 miles Bank Hapoalim, B.M

January 2016 /

16 Yrs

47,005 $70.00 Gross

1065 Avenue of the Americas

New York, NY

1958/NAP 34 536,524 86.5% 0.3 miles Schireson Associates

April 2016 /

7 Yrs

7,558 $87.00 Gross

1065 Avenue of the Americas

New York, NY

1958/NAP 34 536,524 86.5% 0.3 miles XP Securities March 2016 / 10 Yrs 7,558 $87.50 Gross

1350 Avenue of the Americas

New York, NY

1966/NAP 35 424,000 93.7% 0.5 miles Entercom Communications April 2016 / 5 Yrs 3,391 $80.00 Gross

1370 Avenue of the Americas

New York, NY

1971/2002 35 339,000 92.3% 0.6 miles Andor Capital Management October 2015 / 10.43 Yrs 10,269 $96.00 Gross

 

(1)Information obtained from the appraisal and a third party market research report.

 

The Borrower. The borrower is ARC NYC1140SIXTH, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1140 Avenue of the Americas Whole Loan. American Realty Capital New York City REIT, Inc. (“ARCNYC REIT”) is the guarantor of certain nonrecourse carveouts under the 1140 Avenue of the Americas Whole Loan.

 

The Sponsor. The sponsor is ARCNYC REIT. As of June 20, 2016, ARCNYC REIT reported total assets of approximately $804.8 million, and a net worth of approximately $563.5 million. Exclusive of the 1140 Avenue of the Americas Property, the ARCNYC REIT owns five properties consisting of 841,857 square feet in New York City.

 

The external advisor and sponsor of ARCNYC REIT is an affiliate of AR Global Investments, LLC (“AR Global”). In addition, the 1140 Avenue of the Americas Property is subject to an operating management agreement with a wholly-owned subsidiary of AR Global (the “Operator”) pursuant to which the Operator is responsible for the management of the 1140 Avenue of the Americas Property. Certain principals and affiliates of AR Global as well as the previous external advisor and sponsor of ARCNYC REIT are subject to litigation and governmental proceedings. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves in the amount of $342,123 for real estate taxes; $961,116 for existing tenant improvements (“TI”) and leasing commissions (“LC”) related to HWE New York LLC ($150,000 for TI and $78,009 for LC), Waterfall Asset Management ($316,360 for TI), and Upsilon Ventures ($52,933 for LC); $116,016 for ground rent; and $712,266 for free rent related to Upsilon Ventures LLC ($148,750) and Waterfall Asset Management ($563,516). The loan documents require monthly reserve deposits of one-twelfth of the estimated annual real estate taxes (currently equates to $171,061) and one-twelfth of the estimated annual ground rent (currently equates to $29,004). The loan documents do not require monthly escrows for insurance, provided that: (i) the blanket policy is acceptable to the lender and (ii) the borrower provides the lender with evidence of payment. Monthly collections for replacement reserves and TI/LC are waived unless a Reserve Funds Trigger Period (as defined below) has occurred and is continuing.

 

A “Reserve Funds Trigger Period” will commence upon any of the following: (i) the occurrence and continuance of an event of default; (ii) the debt service coverage ratio falling below 1.50x at any time; or (iii) the borrower defaulting under the management agreement beyond notice and cure periods. A Reserve Funds Trigger Period will be cured, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.52x for two consecutive calendar quarters; and with regard to clause (iii), upon the date the borrower has entered into a replacement management agreement with a qualified manager or the date on which the applicable default has been remedied to the lender’s satisfaction. Notwithstanding the foregoing, the borrower may avoid the existence of a Reserve Funds Trigger Period pursuant to clause (ii) above by (x) prior to the prepayment lockout period, posting a letter of credit with the lender in an amount (the “Reserve Funds Trigger Event DSCR Required Amount”) that when combined with the projected revenues of the 1140 Avenue of the Americas Mortgaged Property for the succeeding 12-month period achieves a debt service coverage ratio of at least 1.52x or (y) after the prepayment lockout date, prepaying the 1140 Avenue of the Americas Whole Loan in an amount equal to the Reserve Funds Trigger Event DSCR Required Amount in accordance with the related loan documents, which if prepaid prior to the prepayment open period, would include a payment equal to the greater of (A) 1% of the amount prepaid and (B) yield maintenance premium thereon.

 

Lockbox and Cash Management. The 1140 Avenue of the Americas Whole 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 1140 Avenue of the Americas Whole Loan also requires that all rents received by the borrower or the property manager be swept daily into the lockbox account. Prior to a Sweep Event Period (as defined below), all excess cash flow will be disbursed to the borrower. Upon a Sweep Event Period, excess cash flow will be held by the lender.

 

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

 

 

 

1140 AVENUE OF THE AMERICAS

 

A “Sweep Event Period” will commence upon any of the following: (i) the occurrence of an event of default; (ii) the debt service coverage ratio falling below 1.40x (a “DSCR Sweep Event Trigger”); or (iii) the borrower defaulting under the management agreement. A Sweep 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 debt service coverage ratio being equal to or greater than 1.42x for two consecutive calendar quarters; and with regard to clause (iii), upon the date the borrower has entered into a replacement management agreement with a qualified manager or the date on which the applicable default has been remedied to the lender’s satisfaction. Notwithstanding the foregoing, the borrower may avoid the existence of a DSCR Sweep Event Trigger pursuant to clause (ii) above by (x) prior to the prepayment lockout period, posting a letter of credit with the lender in an amount (the “DSCR Sweep Event Trigger Required Amount”) that when combined with the projected revenues of the 1140 Avenue of the Americas Mortgaged Property for the succeeding 12-month period achieve a debt service coverage ratio of at least 1.42x or (y) after the prepayment lockout date, prepaying the 1140 Avenue of the Americas Whole Loan in an amount equal to the DSCR Sweep Event Trigger Required Amount in accordance with the loan documents, which if prepaid prior to the prepayment open period, would include a payment equal to the greater of (A) 1% of the amount prepaid and (B) yield maintenance thereon.

 

Property Management. The 1140 Avenue of the Americas Property is managed by CBRE, Inc. for a fee of $0.34 per square foot for the first year for the loan term and subject to annual increases of 3.0% of the prior year’s fee.

 

Assumption. The borrower has the right to transfer the 1140 Avenue of the Americas Property provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing; (ii) the proposed transferee is a qualified transferee as described in the 1140 Avenue of the Americas Whole Loan documents or is reasonably acceptable to the lender based upon, among other things, the lender reasonably determining that the proposed transferee and proposed guarantor satisfy the lender’s credit review and have an aggregate net worth of $175.0 million and liquidity of $7.5 million; (iii) unless the transferee is controlled and owned at least 51.0% by ARCNYC REIT or by a qualified equity holder as described in the 1140 Avenue of the Americas Whole Loan documents, the lender has received confirmation from each of Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates and similar confirmations from each rating agency rating any securities backed by any 1140 Avenue of the Americas Companion Loans with respect to the ratings of such securities, and (iv) unless the transferee is an affiliate of ARCNYC REIT, adequate transferee experience.

  

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. The 1140 Avenue of the Americas Property is currently subject to a ground lease between 67 West 44th St. Inc., (“Ground Lessee”) a predecessor-in-interest to the borrower, and 1140 Sixth Avenue LLC (as successor-in-interest to Phoenix Mutual Life Insurance Company) (“Ground Lessor”). The 1140 Avenue of the Americas ground lease, dated October 1, 1951, expires December 31, 2066. The original term of the ground lease was fifty years and three months, and was scheduled to expire December 31, 2016; however, the Ground Lessee has exercised its final option to renew the ground lease for a term of fifty years commencing January 1, 2017 and expiring December 31, 2066. The current annual rent is $348,047 with an increase on January 1, 2017 to $4,746,094 and an increase on January 1, 2042 to $5,062,500. The 1140 Avenue of the Americas Property cash flows have been underwritten at the initial renewal rent step rent of $4,746,094 (see “Cash Flow Analysis” section). See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the Preliminary Prospectus.

 

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 1140 Avenue of the Americas Property (provided that the borrower is not required to pay terrorism insurance premiums in excess of two times the premiums for all risk and business interruption coverage (exclusive of terrorism coverage) if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect). The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

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

 

 

 

No. 5 – One Meridian
 
Loan Information   Property Information
Mortgage Loan Seller: Ladder Capital Finance LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance: $37,000,000   Specific Property Type: Suburban
Cut-off Date Balance: $37,000,000   Location: Wyomissing, PA
% of Initial Pool Balance: 3.5%   Size: 366,728 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $100.89
Borrower Names: Meridian Blvd Lofts Owner LLC; Agharta Meridian Realty LLC   Year Built/Renovated: 1990/2014
Sponsor: Leibel Lederman   Title Vesting: Fee
Mortgage Rate: 4.750%   Property Manager: BPG Management Company, L.P.
Note Date: July 26, 2016   4th Most Recent Occupancy: NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 78.8% (12/31/2013)
Maturity Date: August 6, 2026   2nd Most Recent Occupancy (As of): 83.8% (12/31/2014)
IO Period: 60 months   Most Recent Occupancy (As of)(2): 89.1% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(2): 97.2% (6/24/2016)
Seasoning: 1 month    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(3): $3,793,692 (12/31/2013)
Call Protection: L(25),D(92),O(3)   3rd Most Recent NOI (As of)(3): $2,589,387 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(3): $3,285,687 (12/31/2015)
Additional Debt: None   Most Recent NOI (As of)(3):    $3,908,642 (TTM 3/31/2016)
Additional Debt Type: NAP    
      U/W Revenues(3): $8,012,942
      U/W Expenses(3): $3,717,456
      U/W NOI(3): $4,295,487
      U/W NCF(3): $3,726,193
Escrows and Reserves(1):     U/W NOI DSCR : 1.85x
          U/W NCF DSCR: 1.61x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 11.6%
Taxes $122,848 $61,424 NAP   U/W NCF Debt Yield: 10.1%
Insurance $16,664 $5,555 NAP   As-Is Appraised Value: $54,750,000
Replacement Reserves $0 $6,112 NAP   As-Is Appraisal Valuation Date: May 3, 2016
TI/LC Reserve $228,485 $41,357 NAP   Cut-off Date LTV Ratio: 67.6%
Free Rent Reserve $51,100 $0 NAP   LTV Ratio at Maturity or ARD: 62.1%
             
                   
(1)See “Escrows” section.

(2)See “Historical Occupancy” section.

(3)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “One Meridian Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an office building located in Wyomissing, Pennsylvania (the “One Meridian Property”). The One Meridian Mortgage Loan was originated on July 26, 2016 by Ladder Capital Finance LLC. The One Meridian Mortgage Loan had an original principal balance of $37,000,000, has an outstanding principal balance as of the Cut-off Date of $37,000,000 and accrues interest at a rate of 4.750% per annum. The One Meridian 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 60 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The One Meridian Mortgage Loan matures on August 6, 2026.

 

Following the lockout period, the borrowers have the right to defease the One Meridian Mortgage Loan in whole, but not in part, on any date before June 6, 2026. In addition, the One Meridian Mortgage Loan is prepayable without penalty on or after June 6, 2026.

 

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

 

 

 

ONE MERIDIAN

 

Sources and Uses

 

Sources         Uses      
Original loan amount $37,000,000   70.1%   Purchase price $51,500,000   97.6%
Sponsor’s new cash contribution 13,274,412   25.2   Reserves 419,097   0.8
Preferred equity 2,500,000   4.7   Closing costs 855,315   1.6
Total Sources $52,774,412   100.0%   Total Uses $52,774,412   100.0%

 

The Property. The One Meridian Property is a four-story class A office building containing approximately 366,728 square feet located on a 5.4-acre parcel in Wyomissing, Pennsylvania, approximately 51.6 miles northwest of Philadelphia. The One Meridian Property was originally built to suit in 1990 as the former Meridian Bank headquarters and features an on-site fitness center, and an on-site cafeteria. The largest tenants at the One Meridian Property include Allstate Insurance Company (rated A-, A3 and A- by Fitch, Moody’s and S&P, respectively), Continental Casualty Company (rated BBB+, Baa2 and BBB by Fitch, Moody’s and S&P) and Godiva Chocolatier, Inc. The One Meridian Property features 1,600 surface parking spaces resulting in a parking ratio of 4.4 spaces per 1,000 square feet of rentable area. As of June 24, 2016, the One Meridian Property was 97.2% leased by 14 tenants.

  

The One Meridian Property is subject to a condominium regime. The One Meridian Property consists of unit one of a three unit condominium association. The One Meridian Property currently comprises a total of 85% of the interests in the condominium with unit 2 comprising the remaining 15%. Unit 3 does not have any common interests.At origination, the condominium board consisted of 3 members. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium Interests” in the Preliminary Prospectus.

  

The following table presents certain information relating to the tenancy at the One Meridian 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          
Allstate Insurance Company A-/A3/A- 62,383 17.0% $24.14 $1,505,926 20.7% 3/31/2023(2)
Continental Casualty Company(3) BBB+/Baa2/BBB 62,354 17.0% $21.45 $1,337,691 18.4% 7/31/2024(4)
Godiva Chocolatier, Inc. NR/NR/NR 50,274 13.7% $21.75 $1,093,460 15.0% 3/31/2026
UGI Energy Services Inc. NR/NR/NR 48,902 13.3% $20.50 $1,002,491 13.8% 12/31/2020(5)
Distributed Systems Services, Inc. NR/NR/NR 41,533 11.3% $19.70 $818,200 11.3% 9/30/2022
Total Major Tenants 265,446 72.4% $21.69 $5,757,767 79.2%  
               
Non-Major Tenants(6)   91,000 24.8% $16.60(6) $1,510,275 20.8%  
               
Occupied Collateral Total   356,446 97.2% $20.39(6) $7,268,042 100.0%  
               
Vacant Space   10,282 2.8%        
               
Collateral Total   366,728 100.0%        
               

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through February 2017, totaling $135,714.
(2)Allstate Insurance Company has one five-year lease extension option with at least 9 months’ prior notice. The tenant may terminate up to 14,521 square feet (approximately 4.0% of the net rentable area) of independently leasable space effective as of April 30, 2021 with at least 9 months’ prior notice.

(3)Continental Casualty Company has 5,840 square feet of expansion space for which they are not yet in occupancy or paying rent. Continental Casualty Company is expected to take occupancy in October 2016 after completion of their build out and will receive free rent through December 2016; all remaining free rent following the origination date was reserved upfront.

(4)Continental Casualty Company has one five-year lease extension option with at least 12 months’ prior notice. The tenant may terminate up to 16,081 square feet (approximately 4.4% of the net rentable area) effective as of October 31, 2019.

(5)UGI Energy Services, Inc. may terminate its lease effective as of June 30, 2018 and continuing every 6 months thereafter with at least 6 months prior notice to the applicable termination date.

(6)Non-Major Tenants includes the café, conference room, leasing office, and storage space totaling 13,114 square feet which has no associated rent; the Annual U/W Base Rent PSF excluding that square footage is $21.17.

 

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

 

 

 

ONE MERIDIAN

 

The following table presents certain information relating to the lease rollover schedule at the One Meridian 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
% of
Total
Annual
U/W
Base
Rent
Annual
U/W

Base
Rent
PSF
(3)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2016 1 9,568 2.6% 9,568 2.6% $210,496 2.9% $22.00
2017 1 6,729 1.8% 16,297 4.4% $25,503 0.4% $3.79
2018 1 7,093 1.9% 23,390 6.4% $149,095 2.1% $21.02
2019 1 2,120 0.6% 25,510 7.0% $44,520 0.6% $21.00
2020 4 78,247 21.3% 103,757 28.3% $1,599,501 22.0% $20.44
2021 1 14,186 3.9% 117,943 32.2% $297,906 4.1% $21.00
2022 1 41,533 11.3% 159,476 43.5% $818,200 11.3% $19.70
2023 1 62,383 17.0% 221,859 60.5% $1,505,926 20.7% $24.14
2024 1 62,354 17.0% 284,213 77.5% $1,337,691 18.4% $21.45
2025 1 8,845 2.4% 293,058 79.9% $185,745 2.6% $21.00
2026 1 50,274 13.7% 343,332 93.6% $1,093,460 15.0% $21.75
Thereafter 0 0 0.0% 343,332 93.6% $0 0.0% $0.00
Vacant 0 10,282 2.8% 353,614 96.4% $0 0.0% $0.00

Other(4)

0 13,114 3.6% 366,728 100.0% $0 0.0% $0.00
Total/Weighted 14 366,728 100.0%     $7,268,042 100.0% $21.17

 

(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 and Other space.

(4)Includes the café, conference room, leasing office, and storage space which do not have leases or associated rent.

 

The following table presents historical occupancy percentages at the One Meridian Property:

 

Historical Occupancy

 

12/31/2012

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)(2)

6/24/2016(2)(3)(4)

NAV 78.8% 83.8% 89.1% 97.2%

 

(1)Information obtained from the borrower.

(2)The increase in in occupancy from 2015 is due to recent leasing of 75,225 square feet since January 2015.

(3)Information obtained from the underwritten rent roll.

(4)As of June 24, 2016, the One Meridian Property was 97.2% leased; Continental Casualty Company is expected to take occupancy of its expansion space in October 2016 (1.6% of NRA).

 

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

 

 

 

ONE MERIDIAN

 

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 One Meridian Property:

 

Cash Flow Analysis

 

  2013(1) 2014(1) 2015(2) TTM 3/31/2016(2) U/W(2) % of
U/W Effective Gross Income
U/W $ per
SF
Base Rent $6,101,930 $5,303,912 $5,729,353 $6,217,346 $7,268,042 90.7% $19.82
Grossed Up Vacant Space 0 0 0 0 208,942 2.6 0.57
Total Reimbursables 1,338,098 1,248,652 1,257,953 1,266,280 1,335,244 16.7 3.64
Other Income 22,260 51,925 27,865 81,937 81,937 1.0 0.22
Less Vacancy & Credit Loss 0 0 0 0 (881,223)(3) (11.0) (2.40)
Effective Gross Income

$7,462,288

$6,604,488

$7,015,172

$7,565,563

$8,012,942

100.0%

$21.85

               
Total Operating Expenses $3,668,596 $4,015,101 $3,729,485 $3,656,921 $3,717,456 46.4% $10.14
               
Net Operating Income

$3,793,692

$2,589,387

$3,285,687

$3,908,642

$4,295,487

53.6%

$11.71

TI/LC 0 0 0 0 495,948 6.2 1.35
Capital Expenditures 0 0 0 0 73,346 0.9 0.20
Net Cash Flow

$3,793,692

$2,589,387

$3,285,687

$3,908,642

$3,726,193

46.5%

$10.16

               
NOI DSCR 1.64x 1.12x 1.42x 1.69x 1.85x    
NCF DSCR 1.64x 1.12x 1.42x 1.69x 1.61x    
NOI DY 10.3% 7.0% 8.9% 10.6% 11.6%    
NCF DY 10.3% 7.0% 8.9% 10.6% 10.1%    

 

(1)The decrease in Net Operating Income from 2013 to 2014 was due to the termination of the lease of a major tenant in 2013.

(2)The increase in Net Operating Income from 2015 to U/W is due to recent leasing which includes UGI Utilities ($297,906), Continental Casualty Company expansion ($116,613), UGI Energy Services Inc. expansion ($253,760), and free rent burn off from Engle-Hambright & Davies ($181,323).

(3)The underwritten economic vacancy is 10.0%. The One Meridian Property was 97.2% physically occupied as of June 24, 2016.

 

Appraisal. As of the appraisal valuation date of May 3, 2016, the One Meridian Property had an “as-is” appraised value of $54,750,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated May 9, 2016, there was no evidence of any recognized environmental conditions at the One Meridian Property.

 

Market Overview and Competition. The One Meridian Property is located in the Spring Township section of Wyomissing, Pennsylvania, approximately 2.8 miles west of Reading, Pennsylvania. As of July 2015, Reading had a population of 87,879 making it the fifth largest city in Pennsylvania according to a government agency. The One Meridian Property is located off of Paper Mill Road and Broadcasting Station Road, which connect to US Route 222 in the north and State Hill Road in the south. The One Meridian Property also has access to US Route 422, which is a regional highway. The largest employers within Reading, Pennsylvania are Reading Hospital and Medical Center with approximately 6,920 employees, East Penn Manufacturing Co. Inc. with approximately 6,780 employees and Carpenter Technology Corp. with approximately 2,360 employees. The estimated 2015 population within a one-, three- and five-mile radius of the One Meridian Property was 20,037, 189,963, 478,159, respectively, while the estimated 2015 average household income within the same radii was $103,468, $109,630 and $103,333, respectively.

 

According to the appraisal, the One Meridian Property is located in the Wyomissing office submarket within Berks County, which reported a 11.4% vacancy rate as of the first quarter 2016. As of the same quarter, Berks County reported an occupancy of 91.4%. The appraiser identified a competitive peer group for the One Meridian Property which had a weighted average occupancy rate of 89.5%. The appraiser concluded to a blended market rent of $20.50 per square foot gross.

 

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

 

 

 

ONE MERIDIAN

 

The following table presents certain information relating to comparable leases to the One Meridian Property:

 

Comparable Leases(1)

Property Name/Location Year
Built/ Renovated
Stories Total GLA (SF) Total Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base
Rent
PSF
Lease Type
2 Meridian Blvd Wyomissing, PA 1990/NAP 3 70,000 97.5% 0.4 miles Waddell & Reed

July 2013 /

5 Yrs

5,165 $19.75 MG
30 Commerce Drive Wyomissing, PA 1990/NAP 1 8,315 100% 0.6 miles Goodlife Financial Group August 2014 / 7.3
Yrs
5,045 $14.00 MG
1105 Berkshire Blvd Wyomissing, PA 1986/2003 3 69,440 84.4% 1.4 miles Traveler’s Insurance – Ren.

March 2013 /

5 Yrs 

58,511 $19.90 MG
1125 Berkshire Blvd Wyomissing, PA 1989/NAP 1 57,346 44.5% 1.6 miles JC Ehrlich

October 2015 /

10 Yrs

17,796 $11.31 NNN
1125 Berkshire Blvd Wyomissing, PA 1989/NAP 1 57,346 44.5% 1.6 miles Berks County Tax Bureau November 2015 /
20 Yrs
17,796 $10.25 NNN

 

(1)Information obtained from the appraisal.

 

The Borrowers. The borrowers are Meridian Blvd Lofts Owner LLC and Agharta Meridian Realty LLC as tenants-in-common with two independent directors. Meridian Blvd Lofts Owner LLC owns 81% of the tenancy in common interests and Agharta Meridian Realty LLC owns 19% of the tenancy in common interests in the One Meridian Property. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Meridian Mortgage Loan. Leibel Lederman is the guarantor of certain nonrecourse carveouts under the One Meridian Mortgage Loan.

 

The Sponsor. The sponsor is Leibel Lederman, who is a partner at Galil Management (“Galil”), an investment firm specializing in multi-family properties throughout New York City. Galil developed, owned and managed a significant portfolio of commercial properties throughout the 1980’s and early 1990’s, and then shifted its focus into more multi-family holdings following the commercial real estate downturn in the early 1990’s. This shift into multi-family was accelerated in the 2000’s. Currently Galil’s portfolio consists of approximately 6,000 residential units across New York City. Mr. Lederman has been involved in commercial real estate for the last 35 years.

 

Escrows. The One Meridian Mortgage Loan documents provide for upfront escrows in the amount of $122,848 for real estate taxes, $16,664 for insurance premiums, $51,100 for a free rent reserve related to the Continental Casualty Company lease, and $228,485 for outstanding tenant improvement and leasing commissions related to the Continental Casualty Company Expansion Space ($145,663) and UGI Utilities ($82,822). The loan documents also provide for ongoing monthly reserve deposits in the amount of $61,424 for real estate taxes, $5,555 for insurance premiums, $6,112 for replacement reserves and $41,357 for tenant improvements and leasing commissions.

  

Lockbox and Cash Management. The One Meridian Mortgage Loan documents require a lender-controlled lockbox account, which is already in place, and require the borrowers to direct tenants to pay all rents directly into such lockbox account. The One Meridian Mortgage Loan documents also require that any rent received by a borrower or property manager will be deposited into such lockbox account within one business day of receipt. Prior to a Cash Sweep Event (as defined below), all excess cash flow will be held by the borrowers. Upon the occurrence and during the continuance of a Cash Sweep Event, any excess cash flow will be held as additional collateral for the One Meridian Mortgage Loan in the excess cash flow account.

  

A “Cash Sweep Event” will commence upon (i) the occurrence of an event of default occurs under the loan documents or the property management agreement; (ii) the amortizing debt service coverage ratio falling below 1.20x at any time; (iii) any tenant accounting for more than 10.0% of the total rent or square footage (a “Significant Tenant”) ceasing to conduct, or giving notice of its intent to cease conducting, its normal business operations in substantially all of its leased premises; (iv) any Significant Tenant (or such tenant’s parent, if applicable) becoming insolvent or filing for bankruptcy; (v) twelve months prior to the expiration of a Significant Tenant’s lease; or (vi) the date upon which a Significant Tenant’s lease expires or terminates in whole or in part.

  

A Cash Sweep Event may be cured up to two times during the course of the One Meridian Mortgage Loan, with regard to clause (i) upon the cure of such event of default or upon the date the borrower has entered into a replacement management agreement with a qualified manager, with regard to clause (ii) upon the amortizing debt service coverage ratio being equal to or greater than 1.30x for two consecutive calendar quarters, with regard to clause (iii), upon the applicable Significant Tenant resuming normal business operations at substantially all of its leased premises for two consecutive calendar quarters and, if applicable, revoking any such notice, or the retenanting of the applicable Significant Tenant’s space in accordance with the requirements of the One Meridian Mortgage Loan documents, with regard to clause (iv), upon the applicable Significant Tenant or such Significant Tenant’s parent company, as the case may be, becoming solvent to Lender’s satisfaction for two consecutive calendar quarters or emerging from bankruptcy and affirming its lease, and with regard to clauses (v) and (vi), upon the applicable Significant Tenant renewing its lease for a minimum of five years in accordance with (a) the renewal terms set forth in such lease or (b) in accordance with the requirements of the One Meridian Mortgage Loan documents or the retenanting of the applicable Significant Tenant’s space in accordance with the requirements of the One Meridian Mortgage Loan documents.

 

Property Management. The One Meridian Property is managed by BPG Management Company, L.P.

 

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

 

 

 

ONE MERIDIAN

 

Assumption. The borrowers have the one time right to transfer the One Meridian 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 the transferee’s experience, financial strength, and general business standing; and (iii) if required by the lender, a rating agency confirmation is obtained from Fitch, KBRA and Moody’s to the effect that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Other Indebtedness. The seller of the One Meridian Property contributed $2,500,000 towards the purchase price as preferred equity. The preferred equity is structured and based on an 8.0% return of future net cash flow. The seller is entitled to the return of its equity contribution and preferred returns as follows: an amount of not less than 15% of any net profit available from the related One Meridian Mortgaged Property, which payment will first be used to pay down the equity contribution, and then to pay the preferred return. The seller’s equity contribution will not entitle the seller to any voting rights or management rights. No member has any obligations to make additional capital contributions. The managing member may make additional capital contributions and the preferred equity member may make contributions earmarked for distribution to the borrower to avoid foreclosure.

 

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 One Meridian Property, as well as business interruption covering no less than the 12-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.

 

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

 

 

 

No. 6 – The Shops at Crystals
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/KBRA/Moody’s): 

AAA/AA-/A2(sca.pd)   Property Type: Retail
Original Principal Balance(1): $35,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $35,000,000   Location: Las Vegas, NV
% of Initial Pool Balance: 3.3%   Size: 262,327 SF
Loan Purpose: Recapitalization   Cut-off Date Balance Per SF(1): $1,458.87
Borrower Name: The Crystals Las Vegas, LLC     Year Built/Renovated: 2009/NAP
Sponsors(2): Simon Property Group, L.P.; Invesco Advisers Inc.   Title Vesting: Fee
Mortgage Rate: 3.744%   Property Manager: Self-managed
Note Date: June 9, 2016     4th Most Recent Occupancy (As of): 90.5% (12/31/2012)
Anticipated Repayment Date: NAP     3rd Most Recent Occupancy (As of): 95.7% (12/31/2013)
Maturity Date: July 1, 2026     2nd Most Recent Occupancy (As of): 93.8% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of): 91.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(6): 87.6% (4/21/2016)
Seasoning: 2 months    
Amortization Term (Original): None   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $34,351,614 (12/31/2012)
Call Protection(3): L(26),D(87),O(7)   3rd Most Recent NOI (As of): $40,054,352 (12/31/2013)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $43,642,314 (12/31/2014)
Additional Debt(1)(4): Yes   Most Recent NOI (As of): $46,376,811 (12/31/2015)
Additional Debt Type(1)(4): Pari Passu and Subordinate Debt    
      U/W Revenues: $64,805,737
      U/W Expenses: $15,337,868
      U/W NOI: $49,467,869
          U/W NCF: $47,610,240
          U/W NOI DSCR(1): 3.41x
Escrows and Reserves(5):         U/W NCF DSCR(1): 3.28x
          U/W NOI Debt Yield(1): 12.9%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield(1): 12.4%
   Taxes $0 Springing NAP   As-Is Appraised Value: $1,100,000,000
  Insurance $0 Springing NAP   As-Is Appraisal Valuation Date: April 26, 2016
   Replacement Reserves $0 Springing $104,931   Cut-off Date LTV Ratio(1): 34.8%
   TI/LC Reserve $0 Springing $4,440,000   LTV Ratio at Maturity or ARD(1): 34.8%
             
               
(1)The Shops at Crystals Whole Loan (as defined below), which had an original principal balance of $550,000,000, is comprised of The Shops at Crystals Senior Notes (as defined below) totaling $382,700,000 and The Shops at Crystals Subordinate Companion Loans (as defined below) totaling $167,300,000. The non-controlling The Shops at Crystals Mortgage Loan (as defined below) had an original principal balance of $35,000,000, has an outstanding principal balance of $35,000,000 as of the Cut-off Date and will be contributed to the WFCM 2016-LC24 Trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on The Shops at Crystals Senior Notes. The Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NCF DY based on The Shops at Crystals Whole Loan are 50.0%, 2.28x and 8.7%, respectively.

(2)See “The Sponsors” section.

(3)The defeasance lockout period will be at least 26 payment dates beginning with and including the first payment date of August 1, 2016. Defeasance of The Shops at Crystals Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized, and (ii) August 1, 2019. The assumed lockout period of 26 payments is based on the expected WFCM 2016-LC24 Trust closing date in September 2016.

(4)See “Subordinate and Mezzanine Indebtedness” section.

(5)See “Escrows” section.

(6)See “Historical Occupancy” section.

 

The Mortgage Loan. The mortgage loan (“The Shops at Crystals Mortgage Loan”) is part of a whole loan (“The Shops at Crystals Whole Loan”) evidenced by (i) two tranches of senior loans, each comprised of 11 pari passu notes (“The Shops at Crystals Senior Notes”), and (ii) three subordinate loans, each comprised of three pari passu notes (“The Shops at Crystals Subordinate Companion Loans”), secured by the fee interest in a luxury shopping center located in Las Vegas, Nevada (“The Shops at Crystals Property”). The Shops at Crystals Whole Loan was co-originated on June 9, 2016 by Wells Fargo Bank, National Association, Bank of America, N.A. and JPMorgan Chase Bank, National Association. The Shops at Crystals Whole Loan had an original principal balance of $550,000,000, has an outstanding principal balance as of the Cut-off Date of $550,000,000 and accrues interest at an interest rate of 3.744% per annum. The Shops at Crystals Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of interest only through the term of The Shops at Crystals Mortgage Loan. The Shops at Crystals Whole Loan matures on July 1, 2026.

 

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

 

 

 

THE SHOPS AT CRYSTALS

 

The Shops at Crystals Mortgage Loan, evidenced by one note from each of the two tranches of The Shops at Crystals Senior Notes (Notes A-3-B-1 and B-3-B-1), which will be contributed to the WFCM 2016-LC24 Trust, had an aggregate original principal balance of $35,000,000, has an aggregate outstanding principal balance as of the Cut-off Date of $35,000,000 and represents a senior pari passu non-controlling interest in The Shops at Crystals Whole Loan. Six of the senior pari passu notes (three from each of the two tranches of The Shops at Crystals Senior Notes) and The Shops at Crystals Subordinate Companion Loans, which were contributed to the SHOPS 2016-CSTL Trust, had an original aggregate principal balance of $300,000,000 and include Note A-1-A, which represents the controlling interest in The Shops at Crystals Whole Loan. Eight notes of The Shops at Crystals Senior Notes (Notes A-2-B-2, A-2-B-3, A-3-B-2, A-3-B-3, B-2-B-2, B-2-B-3, B-3-B-2 and B-3-B-3), which had an aggregate original principal balance of $80,000,000, were contributed to the WFCM 2016-BNK1 Trust. Two notes from The Shops at Crystals Senior Notes (Notes A-1-B-1 and B-1-B-1), which had an aggregate original principal balance of $50,000,000, were contributed to the JPMCC 2016-JP2 Trust. Two notes from The Shops at Crystals Senior Notes (Notes A-1-B-2 and B-1-B-2), which had an aggregate original principal balance of $50,000,000, were contributed to the DBJPM 2016-C3 Trust. The remaining non-controlling notes from The Shops at Crystals Senior Notes, which had an aggregate original principal balance of $35,000,000, are currently held by Bank of America, N.A. and are expected to be contributed to future securitization trusts. The lender provides no assurances that any non-securitized notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Shops at Crystals Whole Loan” in the Preliminary Prospectus.

 

(GRAPHIC) 

 

Following the lockout period, on any date before January 1, 2026, the borrower has the right to defease The Shops at Crystals Whole Loan in whole, but not in part. In addition, The Shops at Crystals Whole Loan is prepayable without penalty on or after January 1, 2026. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) August 1, 2019.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $550,000,000   100.0%   Closing costs $1,952,902   0.4%
          Return of equity 548,047,098   99.6
Total Sources $550,000,000 100.0%   Total Uses $550,000,000   100.0%

 

The Property. The Shops at Crystals Property consists of the fee interest in an approximately 262,327 square foot, luxury shopping center located in the CityCenter development in the heart of the Las Vegas strip. Developed in 2009, The Shops at Crystals Property is highly visible and easily accessible with 374 feet of frontage along the Strip. The Shops at Crystals Property is attached to the Aria Resort & Casino, accessible via the ARIA Express Tram from the Bellagio Resort & Casino and the Monte Carlo, and adjacent to the Mandarin Oriental, The Cosmopolitan and the Vdara Hotel & Spa. The Shops at Crystals Property also forms the base of the twin, 37-story, 674-unit Veer Towers luxury condominium. CityCenter is an approximately 18 million square foot development and the largest retail district to receive LEED+ Gold Core & Shell certification from the United States Green Building Council. The development is situated on the west side of Las Vegas Boulevard and was developed by MGM Resorts International and Dubai World.

 

The Shops at Crystals Property features a collection of luxury brands. Tenants occupying 10,000 or more square feet include Louis Vuitton, Gucci, Prada and Tiffany & Co., which collectively comprise approximately 22.6% of the property’s net rentable area. The Shops at Crystals Property also serves, or will serve (in the case of the Hermès expansion), as the Las Vegas flagship location for nine of the tenants (Louis Vuitton, Gucci, Tom Ford, Prada, Roberto Cavalli, Ermenegildo Zegna, Dolce & Gabbana, Tourbillon and Hermès). Approximately 41.7% of 2015 sales and 33.6% of net rentable area comes from investment grade tenants including LVMH (parent company of Bulgari, Celine, Christian Dior, Emilio Pucci, Fendi, Loro Piana, Louis Vuitton and TAG Heuer), Kering (parent company of Yves Saint Laurent, Bottega Veneta, Balenciaga, Gucci and Stella McCartney), JAB Holdings (parent company of Bally and Jimmy Choo), Tiffany & Co. and Luxottica (parent company of Ilori).

 

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

 

 

 

THE SHOPS AT CRYSTALS

 

As of April 21, 2016, The Shops at Crystals Property was approximately 87.6% leased by 50 tenants (excluding the Hermès expansion space). Hermès has executed a new lease to relocate from its 4,582 square foot space on the first floor to 13,507 square feet of space across two floors, effective December 1, 2017. Inclusive of the second floor expansion space, The Shops at Crystals Property was 88.2% leased as of April 21, 2016. The Shops at Crystals Property reported 2015 aggregate sales of approximately $317.8 million ($1,330 per square foot). Based on underwritten gross rent and 2015 total sales, the 2015 occupancy cost was 19.2%. Total sales per square foot have increased by approximately 9.4% from 2012 to 2015, and net operating income has increased by approximately 35.0% during the same period. 

 

The following table presents certain information relating to the tenancy at The Shops at Crystals Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual
U/W Base Rent PSF
Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Sales PSF(3) Occupancy Cost(3)(4) Lease
Expiration
Date
                   
Major Tenants                  
Louis Vuitton NR/NR/A+ 22,745 8.7% $192.57 $4,380,010(5) 9.5% $2,140 9.0% 12/31/2019
Prada NR/NR/NR 15,525 5.9% $243.45 $3,779,524 8.2% $729 33.4% 12/31/2019
Ermenegildo Zegna NR/NR/NR 9,926 3.8% $277.46 $2,754,064 6.0% $685 40.5% 12/31/2020
Tiffany & Co. BBB+/Baa2/BBB+ 10,000 3.8% $220.00 $2,200,000 4.8% $1,450 15.2% 1/31/2024(6)
Tom Ford NR/NR/NR 7,693 2.9% $275.55 $2,119,775 4.6% $1,654 16.7% 12/31/2019
Gucci NR/NR/BBB 10,952 4.2% $166.45 $1,822,983 4.0% $1,380 12.1% 12/31/2025
Total Major Tenants 76,841 29.3% $221.97 $17,056,356 37.0%      
                   
Non-Major Tenants   153,068 58.4% $190.04 $29,089,390 63.0%      
                   
Occupied Collateral Total 229,909 87.6% $200.71 $46,145,746 100.0%      
                   
Vacant Space   32,418 12.4%            
                   
Collateral Total 262,327 100.0%            
                   

 

(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

(2)Annual U/W Base Rent includes contractual rent increases through May 2017 totaling $939,332.

(3)Sales PSF and Occupancy Costs are for the trailing 12-month period ending December 31, 2015.

(4)Occupancy Costs are calculated based on Annual U/W Base Rent divided by tenant sales.

(5)Represents percentage rent in lieu of base rent, based on 2015 sales.

(6)Tiffany & Co. has the right to terminate its lease if annual gross sales for 2016 are less than $30.0 million. Tiffany & Co. reported gross sales of approximately $14.5 million for the trailing 12-month period ending December 31, 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.

 

 

 

THE SHOPS AT CRYSTALS

 

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

 

Historical Tenant Sales (PSF) and Occupancy Costs(1)

 

  Historical Tenant Sales (PSF)

Current
Occupancy
Cost(2)
Tenant Name 2013 2014 2015
Louis Vuitton $2,084 $2,151 $2,140 9.0%
Prada $1,102 $943 $729 33.4%
Ermenegildo Zegna $769 $787 $685 40.5%
Tiffany & Co. $1,593 $1,863 $1,450 15.2%
Tom Ford $1,661 $1,714 $1,654 16.7%
Gucci $1,704 $1,580 $1,380 12.1%
         
         
Tenants <10,000 Square Feet        
Comparable Sales PSF $1,110 $1,277 $1,270  
Occupancy Cost(2) 20.1% 20.3% 19.9%  
         
Tenants >10,000 Square Feet        
Comparable Sales PSF $1,673 $1,680 $1,513  
Occupancy Cost(2) 13.5% 14.1% 17.0%  
         
All Tenants        
Comparable Sales PSF $1,246 $1,378 $1,279  
Occupancy Cost(2) 18.2% 18.6% 19.2%  
         
  
(1)Historical Tenant Sales (PSF) and Occupancy Costs obtained from the underwritten rent roll.

(2)Occupancy Costs are based on underwritten rent divided by tenant sales for the given year.

 

The following table presents certain information relating to the lease rollover schedule at The Shops at Crystals 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
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(3)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2016 1 1,949 0.7% 1,949 0.7% $104,775 0.2% $53.76
2017 0 0 0.0% 1,949 0.7% $0 0.0% $0.00
2018 5 12,359 4.7% 14,308 5.5% $2,899,100 6.3% $234.57
2019 9 69,021 26.3% 83,329 31.8% $15,221,420 33.0% $220.53
2020(4) 11 45,909 17.5% 129,238 49.3% $10,280,922 22.3% $223.94
2021 4 18,448 7.0% 147,686 56.3% $2,017,846 4.4% $109.38
2022 3 6,560 2.5% 154,246 58.8% $1,709,609 3.7% $260.61
2023 3 9,061 3.5% 163,307 62.3% $2,617,389 5.7% $288.86
2024 10 47,908 18.3% 211,215 80.5% $7,488,292 16.2% $156.31
2025 1 10,952 4.2% 222,167 84.7% $1,822,983 4.0% $166.45
2026 2 3,160 1.2% 225,327 85.9% $800,000 1.7% $253.16
Thereafter 1 4,582 1.7% 229,909 87.6% $1,183,409 2.6% $258.27
Vacant 0 32,418 12.4% 262,327 100.0% $0 0.0% $0.00
Total/Weighted Average 50 262,327 100.0%     $46,145,746  100.0% $200.71
  
(1)Information obtained from the underwritten rent roll.

(2)Certain tenants may have lease termination or contraction options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

(4)Includes a concierge desk for Aria Resort & Casino (250 square feet), which has no Annual U/W Base Rent.

 

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

 

 

 

THE SHOPS AT CRYSTALS

 

The following table presents historical occupancy percentages at The Shops at Crystals Property:

 

Historical Occupancy(1)

 

12/31/2012

12/31/2013

12/31/2014

12/31/2015

4/21/2016(2)(3)

90.5% 95.7% 93.8% 91.0% 87.6%

  

(1)Information obtained from the underwritten rent roll.

(2)Current occupancy includes DSquared2 (2,200 square feet) and Berluti (960 square feet), which have executed leases but are not yet in occupancy.

(3)Hermes has executed a new lease to relocate from its current 4,582 square foot space on the first floor to 13,507 square feet of space across two floors, effective December 1, 2017. Inclusive of the second floor expansion space, The Shops at Crystals Property was 88.2% leased as of April 21, 2016.

 

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 Shops at Crystals Property:

 

Cash Flow Analysis

 

  2012   2013   2014   2015   U/W   % of U/W Effective Gross Income   U/W $ per SF  
  Base Rent $34,796,623   $40,421,000   $44,060,423   $46,579,251   $46,145,746   71.2 %   $175.91  
  Grossed Up Vacant Space 0   0   0   0   5,578,700   8.6     21.27  
  Total Reimbursables 17,200,255   16,849,275   17,624,637   17,570,608   17,100,944   26.4     65.19  
  Other Income 1,013,823   925,597   1,148,318   1,530,859   1,559,047   2.4     5.94  
  Less Vacancy & Credit Loss

39,611

 

(95,577) 

 

(187,033) 

 

(477,517) 

 

(5,578,700)(2) 

 

(8.6

)

 

(21.27) 

 
  Effective Gross Income $53,050,312   $58,100,295   $62,646,345   $65,203,201   $64,805,737   100.0 %   247.04  
                               
  Total Operating Expenses $18,698,698   $18,045,943   $19,004,031   $18,826,390   $15,337,868   23.7 %   $58.47  
                               
 Net Operating Income $34,351,614(1)   $40,054,352(1)   $43,642,314   $46,376,811   $49,467,869   76.3 %   $188.57  
   TI/LC 0   0   0   0   1,815,657   2.8     6.92  
 Capital Expenditures

0

 

0

 

0

 

0

 

41,972

 

0.1

 

 

0.16

 
  Net Cash Flow $34,351,614   $40,054,352   $43,642,314   $46,376,811   $47,610,240   73.5 %   $181.49  
                               
  NOI DSCR(3) 2.36x   2.76x   3.00x   3.19x   3.41x            
  NCF DSCR(3) 2.36x   2.76x   3.00x   3.19x   3.28x            
  NOI DY(3) 9.0%   10.5%   11.4%   12.1%   12.9%            
  NCF DY(3) 9.0%   10.5%   11.4%   12.1%   12.4%            
  
(1)The increase in Net Operating Income from 2012 to 2013 was due to an increase in occupancy and contractual rent steps.

(2)The underwritten economic vacancy is 10.8%. The Shops at Crystals Property was 87.6% physically occupied as of April 21, 2016.

(3)Based on The Shops at Crystals Senior Notes totaling $382,700,000.

 

Appraisal. As of the appraisal valuation date of April 26, 2016, The Shops at Crystals Property had an “as-is” appraised value of $1,100,000,000.

 

Environmental Matters. According to the Phase I environmental report dated February 5, 2016, there was no evidence of any recognized environmental conditions at The Shops at Crystals Property.

 

Market Overview and Competition. The Shops at Crystals Property is situated in the CityCenter development in the heart of the Las Vegas strip. According to the appraisal, the Las Vegas market has rebounded since the financial crisis and retail spending continues to increase as visitor spending becomes more diversified from its historical gaming focus. According to a third party research report, non-gaming revenues have increased from 42.1% of Las Vegas revenues in 1990 to 63.1% in 2015. According to the appraisal, retail spending also reached an all-time high of approximately $42.7 billion in 2015. Retail spending was the third largest non-gaming expenditure after accommodations and food and beverage, at an average of approximately $123 per person for the year. Additionally, Las Vegas experienced a record volume of approximately 42.3 million visitors in 2015, and total 2016 visitations through February 2016 increased from the record level during the same period in 2015 by approximately 3.8%.

 

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

 

 

 

THE SHOPS AT CRYSTALS

 

The following table presents certain information relating to competitive properties for The Shops at Crystals Property:

 

Competitive Properties(1)

 

Property Year
Built/
Renovated
Total GLA (SF) Est. Sales PSF Occupancy Distance Major/Anchor Tenants
The Shops at Crystals (Subject) 2009/NAP 262,327 $1,279 88% -- Louis Vuitton, Prada, Ermenegildo Zegna, Tom Ford, Gucci
Fashion Show Mall 1981/2003 1,890,000 $900-$1,000 93% 1.3 miles Macy’s, Dillard’s, Saks Fifth Avenue, Neiman Marcus, Macy’s
Grand Canal Shoppes 1999/2007 806,000 $900-$1,100 95% 1.1 miles Barneys New York, Burberry, Canali, Dooney & Bourke, Armani
Forum Shops at Caesars 1992/2004 650,000 $1,500-$1,700 100% 0.8 miles Apple, Marc Jacobs, Christian Louboutin, Montblanc, Hugo Boss
Miracle Mile Shops 2000/2016 500,000 $825-$875 94% Adjacent H&M, Guess, bebe, BCBG MAXAZRIA, LOFT
Bellagio Shops 1998/NAP NAV NAV 100% 0.3 miles Bottega Veneta, Fendi, Gucci, Chanel, Valentino, Prada

 

(1)Information obtained from the appraisal and underwritten rent roll.

 

The Borrower. The borrower is The Crystals Las Vegas, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Shops at Crystals Whole Loan. The nonrecourse carveout guarantors are Simon Property Group, L.P. and ICRE REIT Holdings. The liability of the guarantors under the nonrecourse carve-out provisions in the loan documents is capped at $110.0 million plus reasonable collection costs. See “Description of the Mortgage Pool–Certain Terms of the Mortgage Loans—Non-Recourse Obligations” in the Preliminary Prospectus.

 

The Sponsors. The loan sponsors are Simon Property Group, L.P. and Invesco Advisors Inc. (“Invesco”). Simon Property Group, L.P. is an affiliate of Simon Property Group, Inc. (“SPG”). SPG was founded in 1960 and is headquartered in Indianapolis, Indiana. SPG (NYSE: SPG, rated A2/A by Moody’s and S&P) is an S&P 100 company and the largest public real estate company in the world. SPG currently owns or has an interest in 231 retail real estate properties in North America, Europe and Asia comprising 191 million square feet. SPG is also the sponsor of the borrowers under the mortgage loan identified on Annex A-1 as Simon Premium Outlets. Invesco, a Maryland real estate investment trust, is an affiliate of Invesco, Ltd., a publicly traded independent global investment management firm. Simon has sponsored other real estate projects over the last 10 years that have been the subject of mortgage loan defaults, foreclosure proceedings and deeds-in-lieu of foreclosure. See “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. No upfront escrows were collected at origination.

  

Ongoing reserves for taxes are not required as long as (i) there is no event of default; (ii) no DSCR Reserve Trigger Event (as defined below) exists; and (iii) the borrower (a) pays all taxes prior to the assessment of any late payment penalty and the date that such taxes become delinquent or (b) upon request, provides the lender with satisfactory evidence of such payment of taxes.

 

Ongoing reserves for insurance are not required as long as (i) no event of default exists and (ii) the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy.

  

Ongoing replacement reserves are not required as long as no DSCR Reserve Trigger Event or event of default exists. Following the occurrence and during the continuance of a DSCR Reserve Trigger Event or an event of default, the borrower is required to deposit $4,372 per month ($0.20 per square foot annually) for replacement reserves. The reserve is subject to a cap of $104,931 ($0.40 per square foot).

 

Ongoing reserves for tenant improvements and leasing commissions (“TI/LC”) are waived in the event that the borrower delivers either (i) a guaranty from the guarantors for all monthly deposits to the TI/LC reserve required by the loan documents with the related liabilities of the guarantors capped at the TI/LC Reserve Cap (as defined below) plus all of the reasonable out-of-pocket costs and expenses in enforcing such guaranty; or (ii) the borrower delivers a letter of credit in the amount of the TI/LC Reserve Cap, provided that the borrower does not have the right to deliver such guaranty or letter of credit if an event of default is continuing. The guarantors delivered a guaranty of TI/LC reserves on the origination date. In the event that the borrower has not delivered such guaranty or letter of credit, the borrower is required to deposit $185,000 per month (approximately $8.46 per square foot annually) for TI/LC reserves. The TI/LC reserve is subject to a cap of $4,440,000 (“TI/LC Reserve Cap”) (approximately $16.93 per square foot).

  

A “DSCR Reserve Trigger Event” means the debt service coverage ratio for The Shops at Crystals Whole Loan based on the trailing four calendar quarter period immediately preceding the date of determination is less than 1.60x for two consecutive calendar

 

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

 

 

 

THE SHOPS AT CRYSTALS

 

quarters. A DSCR Reserve Trigger Event will be cured upon the debt service coverage ratio for The Shops at Crystals Whole Loan being equal to or greater than 1.60x for two consecutive calendar quarters.

 

Lockbox and Cash Management. The Shops at Crystals Whole 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 borrower or the property manager be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all cash flow is distributed to the borrower. During a Cash Trap Event Period, all cash flow is swept to a lender-controlled cash management account.

 

A “Cash Trap Event Period” means the occurrence of: (i) an event of default; (ii) any bankruptcy or insolvency action of the borrower; (iii) any bankruptcy or insolvency action of the property manager if the property manager is affiliated with the borrower (provided that the property manager is not replaced within 60 days with a qualified manager); or (iv) the date that the debt service coverage ratio for The Shops at Crystals Whole Loan based on the trailing four calendar quarter period immediately preceding the date of determination is less than 1.30x for two consecutive calendar quarters (a “DSCR Trigger Event”).

 

A Cash Trap Event Period may be cured (a) if the Cash Trap Event Period is caused solely by the occurrence of a DSCR Trigger Event, the achievement of a debt service coverage ratio of 1.30x or greater for two consecutive calendar quarters based upon the trailing four calendar quarter period immediately preceding the date of determination; (b) if the Cash Trap Event Period is caused solely by clause (i) above, by the acceptance of the lender of a cure of such event of default, provided that the lender has not accelerated the loan, moved for a receiver or commenced foreclosure proceedings; or (c) if the Cash Trap Event Period is caused solely by clause (iii) above, if the borrower replaces the property manager or such bankruptcy or insolvency action is discharged or dismissed without any adverse consequences to the property or the loan. The cures in this paragraph are also subject to the following conditions: (i) no event of default shall have occurred and be continuing; (ii) the borrower pays all of the lender’s reasonable out-of-pocket expenses incurred in connection with curing such Cash Trap Event Period including reasonable attorney’s fees and expenses; and (iii) the borrower may not cure a Cash Trap Event Period (x) more than a total of five times in the aggregate during the term of the loan or (y) triggered by a bankruptcy or insolvency action of the borrower.

 

Property Management. The Shops at Crystals Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer The Shops at Crystals Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage The Shops at Crystals Property, then a replacement management agreement with a qualified manager must be executed acceptable to lender; (iii) the transferee must not have been a party to any bankruptcy action within the previous seven years and there is no material litigation or regulatory action pending against the transferee unreasonable to lender; and (iv) the transferee is a qualified transferee meeting the requirements set forth in the loan documents or the lender receives rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 certificates and similar confirmations from each rating agency rating any securities backed by any of The Shops at Crystals Companion Loans with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The Shops at Crystals Whole Loan includes three subordinate loans, each comprised of three pari passu notes, with an aggregate original principal balance of $167,300,000 that were contributed to the SHOPS 2016-CSTL transaction. See “Description of the Mortgage Pool – The Whole Loan – The Non-Serviced Whole Loan – The Shops at Crystals Whole Loan” in the Preliminary Prospectus.

 

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 Shops at Crystals Property. The loan documents also require business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a 365-day extended period of indemnity. Should the policy contain an exclusion for acts of terrorism, the loan documents require the borrower to obtain to the extent available a stand-alone policy providing the same coverage as previously in place prior to the exclusion, with a premium cap of two times the then current annual insurance premiums for the policy insuring The Shops at Crystals Property only (excluding the wind and flood components of the premiums) on a stand-alone basis, with a deductible no greater than $5,000,000.

 

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

 

 

 

No. 7 – Pinnacle II
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $27,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $27,000,000   Location: Burbank, CA
% of Initial Pool Balance: 2.6%   Size: 230,000 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $378.26
Borrower Name: P2 Hudson MC Partners, LLC   Year Built/Renovated: 2005/NAP
Sponsors: Hudson Pacific Properties, L.P.; M. David Paul Development, LLC   Title Vesting: Fee
Mortgage Rate: 4.300%   Property Manager: Self-managed
Note Date: June 7, 2016   4th Most Recent Occupancy (As of): 100.0% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 100.0% (12/31/2013)
Maturity Date: June 11, 2026   2nd Most Recent Occupancy (As of): 100.0% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of): 100.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (9/1/2016)
Seasoning: 3 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(3): NAV
Call Protection: L(36),GRTR 1% or YM(80),O(4)   3rd Most Recent NOI (As of): $7,882,478 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of): $7,794,991 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $7,572,595 (TTM 3/31/2016)
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $11,664,912
      U/W Expenses: $3,645,672
      U/W NOI: $8,019,240
          U/W NCF: $7,423,010
          U/W NOI DSCR(1): 2.11x
          U/W NCF DSCR(1): 1.96x
Escrows and Reserves(2):         U/W NOI Debt Yield(1): 9.2%
          U/W NCF Debt Yield(1): 8.5%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $142,000,000
Taxes $370,935 $123,645 NAP   As-Is Appraisal Valuation Date: May 5, 2016
Insurance $0 Springing NAP   Cut-off Date LTV Ratio(1): 61.3%
Replacement Reserves $0 Springing (2)   LTV Ratio at Maturity or ARD(1): 61.3%
             
               
(1)The Pinnacle II Whole Loan (as defined below), which had an original principal balance of $87,000,000, is comprised of three pari passu notes (Notes A-1, A-2 and A-3). The non-controlling Note A-3 had an original principal balance of $27,000,000, has an outstanding principal balance of $27,000,000 as of the Cut-Off Date and will be contributed to the WFCM 2016-LC24 Trust. The controlling Note A-1 had an original principal balance of $40,000,000 and was contributed to the WFCM 2016-BNK1 Trust, and the non-controlling Note A-2 had an original principal balance of $20,000,000 and was contributed to the WFCM 2016-C35 Trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Pinnacle II Whole Loan.

(2)See “Escrows” section.

(3)Historical financial information was not provided prior to 2014, as one of the sponsors purchased a majority interest in the Pinnacle II Property in 2013 and is now managing the Pinnacle II Property through an affiliated company.

 

The Mortgage Loan. The mortgage loan (the “Pinnacle II Mortgage Loan”) is part of a whole loan (the “Pinnacle II Whole Loan”) that is evidenced by three pari passu promissory notes (Notes A-1, A-2 and A-3) secured by a first mortgage encumbering the fee interest in a class A office building located in Burbank, California (the “Pinnacle II Property”). The Pinnacle II Whole Loan was originated on June 7, 2016 by Wells Fargo Bank, National Association. The Pinnacle II Whole Loan had an original principal balance of $87,000,000, has an outstanding principal balance as of the Cut-off Date of $87,000,000 and accrues interest at an interest rate of 4.300% per annum. The Pinnacle II Whole 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 interest only through the term of the Pinnacle II Whole Loan. The Pinnacle II Whole Loan matures on June 11, 2026. See “Description of the Mortgage Pool—The Whole Loans – The Serviced Pari Passu Whole Loans – the Pinnacle II Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

The Pinnacle II Mortgage Loan, evidenced by the non-controlling Note A-3, which will be contributed to the WFCM 2016-LC24 Trust, had an original principal balance of $27,000,000 and has an outstanding principal balance as of the Cut-off Date of $27,000,000. The controlling Note A-1, which has an original principal balance of $40,000,000, was contributed to the WFCM 2016-BNK1 Trust. The non-controlling Note A-2, which had an original principal balance of $20,000,000, was contributed to the WFCM 2016-C35 Trust. Each of the mortgage loans evidenced by Notes A-1 and A-2 are referred to herein as the “Pinnacle II Companion Loans”.

 

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

 

 

 

PINNACLE II

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $40,000,000   WFCM 2016-BNK1 Yes
A-2 $20,000,000   WFCM 2016-C35 No
A-3 $27,000,000   WFCM 2016-LC24 No
Total $87,000,000      

 

Following the lockout period, the borrower has the right to prepay the Pinnacle II Whole Loan in whole, but not in part, on any date before March 11, 2026, provided that the borrower pays the greater of (i) a prepayment premium equal to 1.0% of the principal amount being prepaid and (ii) the yield maintenance premium. In addition, the Pinnacle II Whole Loan is prepayable without penalty on or after March 11, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan $87,000,000   99.6%   Loan payoff(1) $86,203,966   98.6%
Sponsor’s new cash contribution 390,399   0.4      Reserves 370,935   0.4   
          Closing costs 815,497   0.9   
Total Sources $87,390,399 100.0%   Total Uses $87,390,399   100.0%
(1)The Pinnacle II Property was previously securitized in the GSMS 2006-GG8 transaction. The loan payoff amount also includes a $4.9 million B-note.

 

The Property. The Pinnacle II Property is a 230,000 square foot, six-story, class A, single-tenant office building located in Burbank, California. Built by the sponsors in 2005, the Pinnacle II Property is situated on a 1.5-acre site and is part of a larger 4.3-acre entertainment and media campus. The Pinnacle II Property is situated adjacent to Pinnacle I (not part of the collateral), a 393,776 square foot multi-tenant office property that is approximately 95.0% leased to entertainment industry tenants, and was also built by the sponsors in 2002. The Pinnacle II Property has been 100.0% leased to Warner Brothers Entertainment Inc. (“Warner Brothers”) since construction and is located approximately two blocks from the 142-acre Warner Brothers Studios, the company’s headquarters since 1928. Combined with the 32-acre Warner Brothers Ranch located 0.9 miles from the Pinnacle II Property, Warner Brothers offers 35 soundstages (including one of the world’s tallest stages with an in-ground tank capable of holding more than two million gallons of water) and 15 back lot locations. Warner Brothers’ parent company, Time Warner Inc., reported 2015 total revenue of approximately $28.1 billion, of which Warner Brothers accounted for approximately $13.0 billion, or 46.2%. The Pinnacle II Property houses the Warner Brothers Technology Solutions staff. The Pinnacle II Property contains 683 underground parking spaces, resulting in a parking ratio of 3.0 spaces per 1,000 square feet of rentable area. As of September 1, 2016 the Pinnacle II Property was 100.0% occupied by Warner Brothers.

 

The following table presents certain information relating to the tenancy at the Pinnacle II Property:

 

Major Tenant

 

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 Tenant          
Warner Brothers(3) BBB+/Baa2/BBB 230,000 100.0% $42.00 $9,659,219 100.0% 12/31/2021(4)
Total Major Tenant 230,000 100.0% $42.00 $9,659,219 100.0%  
               
Occupied Collateral Total 230,000 100.0% $42.00 $9,659,219 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total 230,000 100.0%        
               
(1)Ratings shown are those of the parent company Time Warner Inc. Time Warner Inc. does not guarantee the lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent reflect the average rent over the lease term. The current base rent PSF is $39.56 ($9,099,396 annually).

(3)Warner Brothers subleases 40,165 square feet (17.5% of net rentable area) to the CW Television Network, a 50/50 joint venture between Warner Brothers and CBS Corporation, for $2,094,794 annually ($52.15 per square foot, full-service gross). The sublease expiration is coterminous with the primary lease expiration date of December 31, 2021. Annual U/W Base Rent for this space was underwritten to Warner Brothers’ primary average lease rate of $42.00 per square foot, modified gross.

(4)Warner Brothers has either one, 10-year or two, 5-year lease renewal options at 92.5% of market rent.

 

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

 

 

 

PINNACLE II

 

The following table presents certain information relating to the lease rollover schedule at the Pinnacle II Property:

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring
NRSF
% of Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
 U/W
Base Rent
% of Total
Annual U/W
Base Rent
Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2016 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 0 0 0.0% 0 0.0% $0 0.0% $0.00
2019 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 1 230,000 100.0% 230,000 100.0% $9,659,219(2) 100.0% $42.00(2)
2022 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
2023 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
2024 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
2025 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
2026 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
Thereafter 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
Vacant 0 0 0.0% 230,000 100.0% $0 0.0% $0.00
Total/Weighted Average 1 230,000 100.0%     $9,659,219(2) 100.0% $42.00(2)
  
(1)Information obtained from the underwritten rent roll.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent reflect the average rent over the lease term. The current base rent PSF is $39.56 ($9,099,396 annually).

 

The following table presents historical occupancy percentages at the Pinnacle II Property:

 

Historical Occupancy

 

12/31/2012(1)

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

9/1/2016(2)

100.0% 100.0% 100.0% 100.0% 100.0%

 

(1)Information obtained from the lease.

(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 Pinnacle II Property:

 

Cash Flow Analysis(1)

 

  2014   2015   TTM
3/31/2016
  U/W   % of U/W
Effective Gross Income
  U/W $ per SF  
Base Rent $8,795,391   $8,949,200   $8,988,325   $9,659,219(2)   82.8%   $42.00  
Grossed Up Vacant Space 0   0   0   0   0.0   0.00  
Total Reimbursables 1,389,367   1,411,333   1,211,984   1,309,053   11.2   5.69  
Other Income 1,329,897   1,076,098   1,035,764   1,295,511   11.1   5.63  
Less Vacancy & Credit Loss

0

 

0

 

0

 

(598,872)(3)

 

(5.1)

 

(2.60)

 
Effective Gross Income $11,514,655   $11,436,631   $11,236,073   $11,664,912   100.0%   $50.72  
                         
Total Operating Expenses $3,632,177   $3,641,640   $3,663,478   $3,645,672   31.3%   $15.85  
                         
Net Operating Income $7,882,478   $7,794,991   $7,572,595   $8,019,240   68.7%   $34.87  
TI/LC   0   0   550,230    4.7   2.39  
Capital Expenditures

 

0

 

0

 

46,000

 

0.4

 

0.20

 
Net Cash Flow $7,882,478    $7,794,991   $7,572,595   $7,423,010    63.6%   32.27  
                         
NOI DSCR(4) 2.08x    2.06x   2.00x   2.11x          
NCF DSCR(4) 2.08x    2.06x   2.00x   1.96x          
NOI DY(4) 9.1%    9.0%   8.7%   9.2%          
NCF DY(4) 9.1%    9.0%   8.7%   8.5%          

 

(1)Historical financial information was not provided prior to 2014, as one of the sponsors purchased a majority interest in the Pinnacle II Property in 2013 and is now managing the Pinnacle II Property through an affiliated company.

(2)U/W Base Rent reflects the average rent over the lease term. The current base rent is $9,099,396 annually ($39.56 per square foot).

(3)The underwritten economic vacancy is 6.2%. The Pinnacle II Property was 100.0% physically occupied as of September 1, 2016.

(4)The debt service coverage ratios and debt yields are based on the Pinnacle II Whole Loan.

 

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

 

 

 

PINNACLE II

 

Appraisal. As of the appraisal valuation date of May 5, 2016, the Pinnacle II Property had an “as-is” appraised value of $142,000,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated May 16, 2016, there was no evidence of any recognized environmental conditions at the Pinnacle II Property.

 

Market Overview and Competition. The Pinnacle II Property is located in the southwest portion of the city of Burbank, California, approximately 11.3 miles northwest of the Los Angeles central business district, in the area known as the “Media District”. In addition to its close proximity to the interstate network, Burbank is situated at the convergence of 14 local and express bus lines, making it the third most active Metropolitan Transit Authority bus transfer center in Los Angeles County. Burbank is referred to as the “media capital of the world” and is home to Warner Brothers, Walt Disney Company and NBC Studios. According to the appraisal, the 2015 estimated population within a one-, three- and five-mile radius of the Pinnacle II Property was 18,019, 191,728 and 645,328, respectively; while the 2015 estimated average household income within the same radii was $96,217, $88,976 and $84,324, respectively.

 

According to the appraisal, the Pinnacle II Property is located in the Media District micro-market of the Burbank office submarket. According to a third-party market research report, as of the first quarter of 2016, the Burbank class A office submarket contained a total inventory of 45 buildings totaling approximately 7.3 million square feet with a 12.4% vacancy rate. Excluding a 498,386 square foot building (“The Tower”) that is still in lease-up after the sole tenant vacated, the submarket vacancy rate is approximately 6.6%. Since 1996, the Burbank class A submarket has reported an average occupancy rate of 89.5%. According to the appraisal, for the same period, the Burbank Media District micro-market contained a total inventory of 3.2 million square feet with a 17.6% vacancy rate. Excluding The Tower, the micro-market vacancy rate is approximately 8.0%. The appraiser concluded to a market rent for the Pinnacle II Property of $42.00 per square foot with 3.0% annual escalations.

 

The following table presents certain information relating to comparable office leases for the Pinnacle II Property:

 

Comparable Leases(1)

 

Property
Name/Location
Year Built/ Renovated Number of Stories Total GLA (SF) Total Occupancy Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type
Burbank Studios
Burbank, CA
1956/NAV 3 114,943 37.3% <0.1 mile NAV 1st Qtr 2015 / 10.0 Yrs 108,000 $36.00 NNN
The Tower
Burbank, CA
1969/NAV 32 498,386 30.4% 0.5 miles NAV 1st Qtr 2016 / 10.0 Yrs 37,370 $39.00 FSG
Legacy Media Tower Burbank, CA 1986/NAV 10 150,755 96.3% 0.5 miles NAV 2nd Qtr 2016 /
5.4 Yrs
1,900 $39.00 FSG
The Pinnacle I
Burbank, CA
2002/NAV 6 393,776 95.1% <0.1 mile NAV 4th Qtr 2015 / 10.8 Yrs 75,214 $42.00 FSG

Central Park at Toluca Lake

 

Burbank, CA

 

1985/NAV 15 249,000 81.8% 0.2 miles NAV 1st Qtr 2016 / 5 Yrs 3,898 $42.60 FSG
Business Arts Plaza
Burbank, CA
1985/NAV 8 152,469 71.4% 0.4 miles NAV 2nd Qtr 2016 / 5 Yrs 60,000 $38.40 FSG
The Pointe – Phase I
Burbank, CA
2009/NAV 14 480,645 93.2% 0.4 miles NAV NAV NAV $46.20 FSG

 

(1)Information obtained from the appraisal and third-party market research reports.

 

The Borrower. The borrower is P2 Hudson MC Partners, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Pinnacle II Whole Loan. Hudson MC Partners, LLC is the guarantor of certain nonrecourse carveouts under the Pinnacle II Whole Loan.

 

The Sponsors. The sponsors are Hudson Pacific Properties, L.P. (“Hudson Pacific”) and M. David Paul Development, LLC (“M. David Paul”). Founded in 2006, Hudson Pacific is a vertically integrated real estate company focused on acquiring, repositioning, developing and operating high quality office and state-of-the-art media and entertainment properties in select west coast markets. Hudson Pacific has assembled a commercial real estate portfolio totaling approximately 17.0 million square feet in submarkets throughout Northern and Southern California and the Pacific Northwest. Founded in 1967, M. David Paul has engaged in development and acquisition activities focused in the Los Angeles area. M. David Paul, along with its sister companies, Worthe Real Estate Group and Krismar Construction, own and operate a portfolio of 24 commercial real estate properties totaling approximately 5.3 million square feet, including six office buildings totaling 2.3 million square feet in the Burbank Media District submarket, accounting for approximately 60.9% of the total submarket inventory.

 

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $370,935 for real estate taxes. The loan documents provide for ongoing monthly reserves of $123,645 for real estate taxes. Ongoing reserves for insurance premiums are not required as long as (i) no event of default has occurred and is continuing; (ii) the Pinnacle II Property is insured via an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the insurance policies and timely proof of payment of insurance premiums. Upon the occurrence of a Cash Trap Event Period (as defined below), ongoing monthly replacement reserves of $3,833 will be required, subject to a cap of $138,000 provided no event of default has occurred and is continuing and the lender determines the Pinnacle II Property is being adequately maintained.

 

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

 

 

 

PINNACLE II

 

Lockbox and Cash Management. The Pinnacle II Whole Loan requires a lender-controlled lockbox account, which is already in place and that the borrower directs all tenants to pay their rents directly to such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account. 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 required to be swept to 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 amortizing debt service coverage ratio falling below 1.30x at the end of any calendar month; (iii) Warner Brothers going dark in 35.0% or more of its space; (iv) Warner Brothers vacating or otherwise failing to occupy its premises; (v) Warner Brothers failing to exercise its lease extension option at least 18 months prior to lease expiration or (vi) Warner Brothers filing for bankruptcy or a similar insolvency proceeding. A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the amortizing debt service coverage ratio being equal to or greater than 1.35x for two consecutive calendar quarters; with respect to clause (iii), upon the earlier of (a) Warner Brothers re-occupying more than 65.0% of the net rentable area for 180 consecutive days or (b) the amount on deposit in the excess cash flow reserve equaling $9.2 million; with respect to clause (iv), upon the earliest of (x) the Warner Brothers lease being renewed or extended, (y) the borrower releasing the space to an acceptable replacement tenant and the replacement tenant commencing rent payments or (z) the amount on deposit in the excess cash flow reserve equaling $9.2 million; with respect to clause (v), upon the earlier of (a) the Warner Brothers lease being renewed or (b) the amount on deposit in the excess cash flow reserve equaling $9.2 million (provided that the borrower is required to deposit an amount equal to (1) $40 per square foot for all non-renewed space, minus (2) the aggregate amount on deposit at the end of the 18-month notice period); and with respect to clause (vi), upon the earlier of (x) the bankruptcy or insolvency proceedings being terminated or the Warner Brothers lease being affirmed or (y) the amount on deposit in the excess cash flow reserve equaling $9.2 million.

 

Property Management. The Pinnacle II Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has a two-time right to transfer the Pinnacle II 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) if requested by lender, rating agency confirmation from Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 certificates and similar confirmations from each rating agency rating any securities backed by any Pinnacle II Companion Loans with respect to the ratings of such securities.

 

Right of First Offer. Warner Brothers has a right of first offer (“ROFO”) to purchase the Pinnacle II Property if the borrower decides to market the building for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to foreclosure or deed in lieu thereof.

 

Partial Release. Provided no event of default has occurred and is continuing, the borrower has the right to transfer and obtain a free release of excess development rights related to the Pinnacle II Property.

 

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 Pinnacle II Property, as well as business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 10%.

 

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

 

 

 

No. 8 – Hyatt House Fairfax
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $27,000,000   Specific Property Type: Extended Stay
Cut-off Date Balance: $26,935,947   Location: Fairfax, VA
% of Initial Pool Balance: 2.6%   Size: 148 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room: $182,000
Borrower Name: Merrifield Hotel Associates, L.P.   Year Built/Renovated: 2012/NAP
Sponsor: Rolf E. Ruhfus   Title Vesting: Fee
Mortgage Rate: 4.530%   Property Manager: Self-managed
Note Date: June 15, 2016   4th Most Recent Occupancy: NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 70.4% (12/31/2013)
Maturity Date: July 11, 2026   2nd Most Recent Occupancy (As of): 79.5% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of): 79.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 77.9% (6/30/2016)
Seasoning: 2 months      
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing Balloon    
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(3): $2,080,239 (12/31/2013)
Call Protection: L(24),GRTR 1% or YM(92),O(4)   3rd Most Recent NOI (As of)(3): $2,838,061 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $3,228,376 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $3,140,011 (TTM 6/30/2016)
Additional Debt Type(1): Future Unsecured      
      U/W Revenues: $7,348,836
      U/W Expenses: $4,222,428
      U/W NOI: $3,126,408
          U/W NCF: $2,832,454
Escrows and Reserves(2):         U/W NOI DSCR: 1.90x
          U/W NCF DSCR: 1.72x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 11.6%
Taxes $55,419 $18,473 NAP   U/W NCF Debt Yield: 10.5%
Insurance $0 Springing NAP   As-Is Appraised Value: $40,500,000
FF&E Reserve $0 $24,556 NAP   As-Is Appraisal Valuation Date: May 10, 2016
PIP Reserve $0 Springing NAP   Cut-off Date LTV Ratio: 66.5%
Seasonality Reserve $0 Springing NAP   LTV Ratio at Maturity or ARD: 54.0%
               
(1)See “Subordinate and Mezzanine Indebtedness” section.
(2)See “Escrows” section.
(3)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Hyatt House Fairfax Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in one condominium unit that comprises a limited service hotel located in Fairfax, Virginia (the “Hyatt House Fairfax Property”). The Hyatt House Fairfax Mortgage Loan was originated on June 15, 2016 by Wells Fargo Bank, National Association. The Hyatt House Fairfax Mortgage Loan had an original principal balance of $27,000,000, has an outstanding principal balance as of the Cut-off Date of $26,935,947 and accrues interest at an interest rate of 4.530% per annum. The Hyatt House Fairfax Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule through the term of the Hyatt House Fairfax Mortgage Loan. The Hyatt House Fairfax Mortgage Loan matures on July 11, 2026.

 

Following the lockout period, the borrower has the right to prepay the Hyatt House Fairfax Mortgage Loan in whole, but not in part, on any date before April 11, 2026, provided that the borrower pay the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the Hyatt House Fairfax Mortgage Loan is prepayable without penalty on or after April 11, 2026.

 

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

 

 

 

HYATT HOUSE FAIRFAX

 

Sources and Uses

 

Sources         Uses      
Original loan amount $27,000,000   100.0%   Loan payoff $13,634,930    50.5%
          Reserves 55,419      0.2
          Closing costs 234,292      0.9
          Return of equity 13,075,359    48.4 
Total Sources $27,000,000   100.0%   Total Uses $27,000,000   100.0% 

 

The Property. The Hyatt House Fairfax Property consists of one unit in a four-unit mixed-use condominium and is comprised of a seven-story, LEED Silver Certified, limited-service hotel comprising 148 guestrooms located in Fairfax, Virginia, approximately 13.0 miles west of the Washington, D.C. central business district. The remaining units within the condominium, which are comprised of three retail spaces, do not serve as collateral for the Hyatt House Fairfax Mortgage Loan.

 

Situated on a 0.4-acre parcel, the Hyatt House Fairfax Property was originally constructed in 2012 as a Hyatt Summerfield Suites. In 2012, Hyatt Hotels rebranded all of their Hyatt Summerfield Suites into the newly-created Hyatt House extended stay concept. The Hyatt House Fairfax Property is part of the Mosaic District, a 31-acre mixed-use development that is home to approximately 2.0 million square feet of retail, restaurant, office and residential space. The Hyatt House Fairfax Property contains 18 king guestrooms, 24 standard double queen guestrooms, 82 studio suites, and 24 one bedroom suites. Each guestroom features a flat screen television with high definition channels, telephone, wireless internet access, small refrigerator, and a microwave oven. Additionally, approximately 71.6% of the rooms are extended stay suites that offer a full kitchen. Amenities at the Hyatt House Fairfax Property include a fitness center, business center, rooftop outdoor swimming pool, sundry shop, same day valet dry cleaning service, 1,800 square feet of meeting space and a complimentary breakfast buffet. The Hyatt House Fairfax Property contains a total of 160 parking spaces, accounting for a parking ratio of 1.1 spaces per room, provided via a parking garage subject to an easement agreement. According to the appraisal, the demand segmentation for the Hyatt House Fairfax Property is 20% corporate, 30% extended stay, 15% leisure and 35% government. The franchise agreement with Hyatt House Franchising, L.L.C. expires in January 2033.

 

Condominium. The Hyatt House Fairfax Property is comprised of one condominium unit within a four-unit mixed-use condominium property. The Hyatt House Fairfax Mortgage Loan borrower has a combined 81.1% voting interest in the master association.

 

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 Hyatt House Fairfax Property:

 

Cash Flow Analysis

 

  2013   2014   2015   TTM
6/30/2016
  U/W   % of U/W
Total
Revenue
  U/W $
per
Room
 
Occupancy 70.4%   79.5%   79.0%   77.9%   77.9%          
ADR $131.26   $149.79   $163.81   $162.84   $162.84          
RevPAR $92.43   $119.07   $129.45   $126.79   $126.79          
                             
Room Revenue $4,993,002   $6,432,335   $6,992,623   $6,867,966   $6,867,966   93.5%   $46,405  
F&B Revenue 246,834   286,273   392,072   442,812   442,812   6.0   2,992  
Other Revenue 51,871   56,298   44,941   38,058   38,058   0.5   257  
Total Revenue

$5,291,707

 

$6,774,906

 

$7,429,636

 

$7,348,836

 

$7,348,836

 

100.0%

 

$49,654

 
                             
Total Department Expenses

1,284,375

 

1,536,750

 

1,515,676

 

1,586,351

 

1,586,351

 

21.6

 

10,719

 
Gross Operating Profit $4,007,332   $5,238,156   $5,913,960   $5,762,485   $5,762,485   78.4%   $38,936  
                             
Total Undistributed Expenses

1,566,236

 

2,030,210

 

2,265,880

 

2,193,747

 

2,193,747

 

29.9

 

14,823

 
Profit Before Fixed Charges $2,441,096   $3,207,946   $3,648,080   $3,568,738   $3,568,738   48.6%   $24,113  
                             
Total Fixed Charges

360,857

 

369,885

 

419,704

 

428,727

 

442,330

 

6.0

 

2,989

 
                             
Net Operating Income $2,080,239(1)   $2,838,061(1)   $3,228,376   $3,140,011   $3,126,408   42.5%   $21,124  
FF&E

0

 

0

 

0

 

0

 

293,953

 

4.0

 

1,986

 
Net Cash Flow $2,080,239   $2,838,061   $3,228,376   $3,140,011   $2,832,454   38.5%   $19,138  
                             
NOI DSCR 1.26x   1.72x   1.96x   1.91x   1.90x          
NCF DSCR 1.26x   1.72x   1.96x   1.91x   1.72x          
NOI DY 7.7%   10.5%   12.0%   11.7%   11.6%          
NCF DY 7.7%   10.5%   12.0%   11.7%   10.5%          
                             

 

(1)The increase in Net Operating Income from 2013 to 2014 was due to an increase in occupancy and ADR.

 

The Appraisal. As of the appraisal valuation date of May 10, 2016, the Hyatt House Fairfax Property had an “as-is” appraised value of $40,500,000.

 

Environmental Matters. According to a Phase I environmental assessment dated May 13, 2016, there was no evidence of any recognized environmental conditions at the Hyatt House Fairfax 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.

 

 

 

HYATT HOUSE FAIRFAX

 

Market Overview and Competition. The Hyatt House Fairfax Property is located in Fairfax, Virginia, approximately 13.0 miles west of the Washington D.C. central business district and 13.5 miles west of Ronald Reagan Washington National Airport. The Hyatt House Fairfax Property is situated on the south side of Route 29, just west of Capital Beltway (Interstate 495), which is a 64 mile interstate that surrounds Washington, D.C., and the city’s inner suburbs in Maryland and Virginia. Additionally, the Hyatt House Fairfax Property is located just south of Interstate 66, which is the primary east-west interstate in the area and provides access to Washington, D.C. The Hyatt House Fairfax Property is located within Mosaic District, a 31-acre mixed-use development that is home to approximately 2.0 million square feet of retail, restaurant, office and residential space. The Mosaic District is located less than one mile from the Dunn Loring Metro Station, which provides transit users access to the Washington, D.C. metropolitan statistical area via the Orange Line. Additionally, the Hyatt House Fairfax Property is located just south of Tyson’s Corner, which has approximately 46.0 million square feet of office and retail space and is home to numerous corporate headquarters including Capital One, Federal Home Loan Mortgage Corporation, and Hilton Worldwide. The Hyatt House Fairfax Property is also located 2.0 miles north of Inova Fairfax Hospital (“Inova”), which is the largest hospital in northern Virginia. Inova recently signed a 99-year lease on a 117-acre campus adjacent to its flagship hospital to develop a facility specializing in research, education, and complex treatments. According to the appraisal, the estimated 2015 population within a three- and five-mile radius of the Hyatt House Fairfax Property was 138,750 and 350,256, respectively; the estimated 2015 average household income within the same radii was $139,786 and $147,935, respectively.

 

The following table presents certain information relating to the Hyatt House Fairfax Property’s competitive set: 

 

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

 

 

Competitive Set

 

Hyatt House Fairfax

 

Penetration Factor

 

Year

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR

 

RevPAR

 
6/30/2016 TTM 71.5%   $137.46   $98.34   77.9%   $162.42   $126.47   108.8%   118.2%   128.6%  
6/30/2015 TTM 74.3%   $139.31   $103.47   80.0%   $159.78   $127.78   107.7%   114.7%   123.5%  
6/30/2014 TTM 72.3%   $131.74   $95.29   76.1%   $137.71   $104.73   105.2%   104.5%   109.9%  

 

(1)Information obtained from a third party hospitality research report dated July 18, 2016. The competitive set includes: Hampton Inn Fairfax City, Homewood Suites Fairfax I 495 @ Route 50, Residence Inn Fairfax Merrifield, Hilton Garden Inn Fairfax, and Courtyard Dunn Loring Fairfax.

  

The Borrower. The borrower is Merrifield Hotel Associates, L.P., a Kansas limited partnership and single purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hyatt House Fairfax Mortgage Loan. LWP Hotel Interests, L.P., which is controlled by Rolf E. Ruhfus, is the guarantor of certain nonrecourse carveouts under the Hyatt House Fairfax Mortgage Loan.

 

The Sponsor. The sponsor is Rolf E. Ruhfus, the Chairman and CEO of LodgeWorks Partners, L.P. (“LodgeWorks”). LodgeWorks is a privately held hotel company that has created five brands and developed over 120 hotels for a cost of $2.2 billion. LodgeWorks has over 30 years’ of experience developing and managing hotels, and has established franchise partnerships with Hyatt Hotels Corporation, Hilton Hotels and Starwood. Mr. Ruhfus was involved in a loan modification as a result of loan default in 2010. See “Description of the Mortgage Pool – Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront escrows in the amount of $55,419 for real estate taxes. The loan documents also provide for ongoing monthly reserves in the amount of $18,473 for real estate taxes and $24,556 for FF&E reserves. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing; (ii) the Hyatt House Fairfax Property is 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 insurance premiums.

 

If, at any time, the franchisor requires additional Property Improvement Plan (“PIP”) work under the franchise agreement and the funds collected in the FF&E reserve are insufficient to cover the required PIP, the borrower is required to deposit an amount equal to the difference between the FF&E reserve as of the PIP start date and the required PIP amount in either a lump sum or monthly installments. In addition, the loan documents require monthly deposits between April and September of each year for a seasonality reserve equal to one-sixth of the shortfall if, immediately following lender’s receipt of operating statements for the Hyatt House Fairfax Property, the cash flow shortfall for the most recent first and/or fourth calendar quarters is more than $100,000,

 

Lockbox and Cash Management. The Hyatt House Fairfax Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay all rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all cash flow is distributed to the borrower. During a Cash Trap Event Period, all cash flow is swept to 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 amortizing debt service coverage ratio falling below 1.15x; or (iii) the termination, cancellation, or expiration of the franchise agreement. A Cash Trap Event Period will end, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the amortizing debt service coverage ratio being at least 1.16x for two consecutive calendar quarters; and with respect to clause (iii), upon the borrower entering into a replacement franchise agreement satisfactory to lender.

 

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

 

 

 

HYATT HOUSE FAIRFAX

 

Property Management. The Hyatt House Fairfax Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has a two-time right to transfer the Hyatt House Fairfax 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 the transferee’s experience, financial strength and general business standing; and (iii) the lender has received confirmation from Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates.

 

Right of First Refusal. The franchisor, Hyatt House Franchising, L.L.C., has right of first refusal (“ROFR”) if the borrower receives an unsolicited third-party offer to purchase the Hyatt House Fairfax property. The ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The borrower is permitted to incur future unsecured debt in an aggregate amount up to $500,000 subject to the satisfaction of certain conditions, including but not limited to (i) no event of default has occurred or is continuing; (ii) the unsecured debt is subordinate to the Hyatt House Fairfax Mortgage Loan; (iii) the unsecured debt payments are only permitted to be paid out of excess cash flow; (iv) in a bankruptcy or similar proceeding, the unsecured debt lender must vote in favor of any reorganization plan proposed by the Hyatt House Fairfax Mortgage Loan lender; (v) the unsecured debt lender will not enforce its rights or remedies to collect any of the unsecured loan until one year and one day after the Hyatt House Fairfax Mortgage Loan has been satisfied in full; and (vi) each unsecured loan will be evidenced by a promissory note stating that the lender is a third party beneficiary.

 

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 Hyatt House Fairfax 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.

 

 

 

No. 9 – Skyline Village
 
Loan Information   Property Information
Mortgage Loan Seller: Ladder Capital Finance LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s/): NR/NR/NR   Property Type: Manufactured Housing Community
Original Principal Balance: $25,725,000   Specific Property Type: Manufactured Housing Community
Cut-off Date Balance: $25,725,000   Location: Inver Grove Heights, MN
% of Initial Pool Balance: 2.5%   Size: 399 Pads
Loan Purpose: Acquisition   Cut-off Date Balance Per Pad: $64,474
Borrower Name: CF MH Skyline Fee LLC   Year Built/Renovated: 1976/NAP
Sponsor: Ross H. Partrich   Title Vesting: Fee
Mortgage Rate: 4.488%   Property Manager: Self-managed
Note Date: June 24, 2016   4th Most Recent Occupancy(As of)(3): 72.3% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(As of)(3): 79.1% (12/31/2013)
Maturity Date: July 6, 2026   2nd Most Recent Occupancy(As of)(3): 88.8%(12/31/2014)
IO Period: 18 months   Most Recent Occupancy (As of)(3): 93.6% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 94.9% (4/30/2016)
Seasoning: 2 months    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(4): $1,228,739 (12/31/2013)
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI (As of)(4): $1,461,207 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of)(4): $1,691,507 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(4): $1,789,094 (TTM 4/30/2016)
Additional Debt Type(1): Future Mezzanine    
      U/W Revenues(4): $2,861,673
    U/W Expenses(4): $878,719
      U/W NOI(4): $1,982,954
U/W NCF(4): $1,963,004
      U/W NOI DSCR: 1.27x
          U/W NCF DSCR: 1.26x
Escrows and Reserves(2):         U/W NOI Debt Yield: 7.7%
          U/W NCF Debt Yield: 7.6%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $35,360,000
Taxes $98,207 $16,368 NAP   As-Is Appraisal Valuation Date: June 9, 2016
Insurance $0 Springing NAP   Cut-off Date LTV Ratio: 72.8%
Replacement Reserves $0 $1,663 $79,800   LTV Ratio at Maturity or ARD: 61.3%

 

(1)See “Subordinate and Mezzanine Indebtedness” section.
(2)See “Escrows” section.
(3)See “Historical Occupancy” section.
(4)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Skyline Village Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a manufactured housing community property located in Inver Grove Heights, Minnesota (the “Skyline Village Property”). The Skyline Village Mortgage Loan was originated on June 24, 2016 by Ladder Capital Finance LLC. The Skyline Village Mortgage Loan had an original principal balance of $25,725,000, has an outstanding principal balance as of the Cut-off Date of $25,725,000 and accrues interest at an interest rate of 4.488% per annum. The Skyline Village Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires interest-only payments for the first 18 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Skyline Village Mortgage Loan matures on July 6, 2026.

 

Following the lockout period, the borrower has the right to defease the Skyline Village Mortgage Loan in whole, but not in part, on any due date before April 6, 2026. In addition, the Skyline Village Mortgage Loan is prepayable without penalty commencing on April 6, 2026.

 

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

 

 

 

SKYLINE VILLAGE

 

Sources and Uses

 

Sources         Uses      
Original loan amount $25,725,000   75.1%   Purchase price $33,800,000    98.7%
Sponsor’s new cash contribution 8,536,972   24.9   Reserves 98,207     0.3
          Closing costs 363,766     1.1
Total Sources $34,261,972   100.0%   Total Uses $34,261,972   100.0%

 

The Property. The Skyline Village Property is a 399 pad manufactured housing community located on a 72.1-acre parcel in Inver Grove Heights, Minnesota, which is approximately 8.8 miles south of St. Paul, Minnesota. The property is divided into four irregularly shaped parcels, containing nine common buildings, including a club house building, three maintenance buildings, and five concrete storm shelters. Out of the 399 pads, 226 (approximately 56.6% of total pads) are located in the north section while 173 pads (approximately 43.4% of total pads) are located in the south section. There are 121 mobile homes (occupying approximately 30.3% of the pads) owned by a borrower affiliate, with 119 of these homes rented to third party tenants. The borrower affiliate entered into an agreement with the lender restricting the number of homes it can own and restricting the circumstances under which it may remove homes from the property and the owner of the membership interest of such affiliate pledged to lender its equity in the affiliate. The seller acquired the Skyline Village Property by purchasing the note in 2011 after it transferred to special servicing in 2010. For additional information, see “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

 

There are 808 parking spaces at the Skyline Village Property with 346 concrete homesite parking spaces located on the south section of the Skyline Village Property, 452 asphalt street parking spaces in the north section of the Skyline Village Property, and 10 parking spaces at the clubhouse for a total parking ratio of 2.0 spaces per pad. Amenities include an on-site leasing office, a club room, a playground, and a recreational vehicle storage area. As of April 30, 2016, the Skyline Village property was 94.9% occupied

 

The following table presents historical occupancy percentages at the Skyline Village Property:

 

Historical Occupancy

 

12/31/2012(1)(2)

 

12/31/2013(1)(2)

 

12/31/2014(1)(2)

 

12/31/2015(1)(2)

 

4/30/2016(3)

72.3%   79.1%   88.8%   93.6%   94.9%

 

(1)Information obtained from the borrower.
(2)Occupancy at the Skyline Village Property increased as a result of a change in property management in 2011. Since the change, the Skyline Village Property has been leased up gradually to its occupancy of 94.9% as of April 30, 2016.
(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 Skyline Village Property:

 

Cash Flow Analysis

 

  2013(1)   2014(1)   2015(1)   TTM 4/30/2016(1)   U/W(1)   % of U/W
Effective
Gross
Income
  U/W $ per Pad  
Base Rent 1,952,867   $2,225,065   $2,474,846   $2,572,171   $2,887,944   100.9%   $7,238  
Grossed Up Vacant Space 0   0   0   0   76,932   2.7   193  
Other Income 92,046   105,639   109,963   117,209   117,209   4.1   294  
Less Vacancy & Credit Loss

0

 

0

 

0

 

0

 

(220,412) (2)

 

(7.7)

 

(552)

 
Effective Gross Income $2,044,913   $2,330,704   $2,584,809   $2,689,380   $2,861,673    100.0%   $7,172  
                             
Total Operating Expenses $816,174   $869,497   $893,302   $900,286   $878,719   30.7%   $2,202  
                             
Net Operating Income $1,228,739   $1,461,207   $1,691,507   $1,789,094   $1,982,954   69.3%   $4,970  
  Capital Expenditures

0

 

0

 

0

 

0

 

19,950

 

0.7

 

50

 
Net Cash Flow $1,228,739   $1,461,207   $1,691,507   $1,789,094   $1,963,004   68.6%   $4,920  
                             
NOI DSCR 0.79x   0.94x   1.08x   1.15x   1.27x          
NCF DSCR 0.79x   0.94x   1.08x   1.15x   1.26x          
NOI DY 4.8%   5.7%   6.6%   7.0%   7.7%          
NCF DY 4.8%   5.7%   6.6%   7.0%   7.6%          

 

(1)The increase in Net Operating Income from 2013 to U/W can be attributed to a gradual increase in occupancy at the Skyline Village Property.
(2)The underwritten economic vacancy is 7.4%. The Skyline Village property was 94.9% physically occupied as of April 30, 2016.

 

Appraisal. As of the appraisal valuation date of June 9, 2016, the Skyline Village Property had an aggregate “as-is” appraised value of $35,360,000.

 

Environmental Matters. According to a Phase I environmental assessment dated June 15, 2016 there was no evidence of any recognized environmental conditions at the Skyline Village 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.

 

 

 

SKYLINE VILLAGE

 

Market Overview. The Skyline Village Property is located in Inver Grove Heights, Minnesota, which is approximately 8.8 miles south of St. Paul, Minnesota. According to the appraisal, the Skyline Village Property is part of the Minneapolis-St. Paul-Bloomington, MN-WI metropolitan statistical area, which had an estimated 2015 population of 3,866,768, the 14th largest in the United States. Minneapolis–Saint Paul is a major metropolitan area built around the Mississippi, Minnesota and St. Croix rivers. The area is commonly known as the Twin Cities for its two largest cities, Minneapolis, the city with the largest population in Minnesota, and Saint Paul, the state capital. Together the two cities anchor the second largest economic center in the Midwest, behind Chicago. The estimated 2015 population within a one-, three- and five- mile radius of the Skyline Village Property was 8,056, 43,776, and 102,977, respectively, and the estimated 2015 average annual household income within the same radii was $81,602, $84,478, and $86,568, respectively. The appraiser concluded a market vacancy rate of 6.0%. The Skyline Village Property was 94.9% occupied as of April 30, 2016. The appraiser concluded a market rent of $619 per pad, which is in line with underwritten rent of $619 per pad.

 

The following table presents certain information relating to comparable manufactured housing properties for the Skyline Village Property:

 

Competitive Set(1)

 

  Skyline
Village
(Subject)
Emerald Hills
Village
Rosemount
Woods
Beaver Lake
Estates
Rolling Hills
of
Maplewood
Rambush
Estates
Arbor Vista
Location Inver Grove Heights, MN Inver Grove Heights, MN Rosemount, MN Maplewood, MN St. Paul, MN Burnsville, MN Burnsville, MN
Distance to Subject -- 4.3 miles 8.2 miles 9.4 miles 9.8 miles 16.2 miles 16.6 miles
Year Built 1976 1969 1980 1969 1985 1970 1968
Number of Pads 399 402 182 254 357 223 319
Total Occupancy 95% 99% 93% 98% 99% 97% 92%
Average Rent (per pad) $619(2) $578 $590 $533 $581 $579 $596

 

(1)Information obtained from the appraisal.
(2)Information obtained from the underwritten rent roll

 

The Borrower. The borrower is CF MH Skyline Fee LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Skyline Village Mortgage Loan Ross H. Partrich is the guarantor of certain nonrecourse carve-outs under the Skyline Village Mortgage Loan.

 

The Sponsor. The sponsor is Ross H. Partrich, who is the key principal of RHP Properties (“RHP”). Mr. Partrich owns and manages a total of 224 manufactured housing communities with over 56,349 housing units and sites spanning 23 states, with a combined value of approximately $3.38 billion. RHP employs more than 900 professionals at their Farmington Hills, Michigan corporate headquarters, regional offices, and on-site management property across the country. RHP is the second largest private owner of manufactured home communities in the United States. The sponsor is also a sponsor under the mortgage loan identified in Annex A-1 to the Preliminary Prospectus as the Green Valley Portfolio. The sponsor had prior deeds in lieu of foreclosure. For additional information on the sponsor, see “Description of the Mortgage Loans—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves in the amount of $98,207 for real estate taxes. The loan documents also requires monthly deposits in an amount equal to one-twelfth of the estimated annual real estate taxes, which currently equates to $16,368, and $1,663 for replacement reserves. The replacement reserve is subject to a cap of $79,800. The loan documents do not require monthly escrows for insurance, provided that (i) the blanket policy is acceptable to the lender and (ii) the borrower provides the lender with evidence of payment five days prior to the due date.

 

Lockbox and Cash Management. Upon the occurrence and during the continuance of a Sweep Event Period (as defined below), the Skyline Village Mortgage Loan requires that the borrower to establish a lockbox account and the borrower or property manager shall deposit all rents into such lockbox account and such funds will be swept to the cash management account. During a Sweep Event Period, all excess cash flow after payment of all sums due and payable under the loan documents and all operating expenses will be retained by the lender as additional collateral.

 

A “Sweep Event Period” will commence upon: (i) the occurrence and continuance of an event of default under the loan, (ii) the amortizing debt service coverage ratio falling below 1.05x for two consecutive quarters; or (iii) the borrower defaulting under the management agreement. A Sweep 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 amortizing debt service coverage ratio being greater than 1.15x for two consecutive calendar quarters; with regard to clause (iii), upon the date borrower has entered into a replacement management agreement with a qualified manager or the date on which the applicable default has been remedied to the lender’s satisfaction.

 

Property Management. The Skyline Village Property is managed by an affiliate of the sponsor, Newbury Management Company.

 

Assumption. The borrower has the right to transfer the Skyline Village 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 the transferee’s experience, financial strength, and general business standing; and (iii) a rating agency confirmation is obtained from Fitch, KBRA and Moody’s to the effect that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 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.

 

 

 

SKYLINE VILLAGE

 

Partial Release. Not Permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The loan documents permit mezzanine financing subject to: (i) there being no event of default; (ii) a maximum combined loan-to-value ratio equal to the lesser of 75.0% and the loan-to-value ratio at the origination of the Skyline Village Mortgage Loan; (iii) a minimum combined amortizing debt service coverage ratio equal to the greater of 1.25x and the debt service coverage ratio at the origination of the Skyline Village Mortgage Loan; (iv) the lender’s review and approval of (a) the terms and conditions of the mezzanine loan and the mezzanine loan documents and (b) the structure of the mezzanine borrower; (v) if required under the servicing agreement, the receipt of a rating agency confirmation from each of Fitch, KBRA and Moody’s that the mezzanine financing will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 Certificates; and (vi) the execution of an intercreditor agreement acceptable to the lender.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the Skyline Village 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 12-month extended period of indemnity.

 

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

 

 

 

No. 10 – Seasons at Horsetooth Apartments
 
Loan Information   Property Information
Mortgage Loan Seller: Rialto Mortgage Finance, LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/Moody’s): NR/NR/NR   Property Type: Multifamily
Original Principal Balance: $24,700,000   Specific Property Type: Garden
Cut-off Date Balance: $24,700,000   Location: Fort Collins, CO
% of Initial Pool Balance: 2.4%   Size: 208 Units
Loan Purpose: Refinance   Cut-off Date Balance Per Unit: $118,750
Borrower Names(1): Various   Year Built/Renovated: 1998/2014
Sponsor: J. Kenneth Dunn   Title Vesting: Fee
Mortgage Rate: 4.240%   Property Manager: Rainer Realty Management, LLC; Echelon Property Group LLC
Note Date: August 19, 2016   4th Most Recent Occupancy (As of): 89.8% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 90.7% (12/31/2013)
Maturity Date: September 6, 2026   2nd Most Recent Occupancy (As of): 94.5% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of): 93.5% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 95.7% (8/1/2016)
Seasoning: 0 months    
Amortization Term (Original): None   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of):  $2,217,679 (12/31/2013)
Call Protection: L(24),D(92),O(4)   3rd Most Recent NOI (As of): $2,432,990 (12/31/2014)
Lockbox Type: Soft/Upfront Cash Management   2nd Most Recent NOI (As of): $2,626,241 (12/31/2015)
Additional Debt: None   Most Recent NOI (As of): $2,742,287 (TTM 6/30/2016)
Additional Debt Type: NAP    
      U/W Revenues: $3,844,826
      U/W Expenses: $1,136,872
      U/W NOI: $2,707,954
      U/W NCF: $2,656,578
      U/W NOI DSCR: 2.55x
Escrows and Reserves(2):     U/W NCF DSCR: 2.50x
      U/W NOI Debt Yield: 11.0%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 10.8%
Taxes $78,235 $14,902 NAP   As-Is Appraised Value: $50,000,000
Insurance $36,997 $3,524 NAP   As-Is Appraisal Valuation Date: June 28, 2016
Replacement Reserves $62,400 $19,089 NAP   Cut-off Date LTV Ratio: 49.4%
Deferred Maintenance $2,125 $0 NAP   LTV Ratio at Maturity or ARD: 49.4%
             
                 
(1)See “The Borrowers” section.

(2)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Seasons at Horsetooth Apartments Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a garden-style multifamily property located in Fort Collins, Colorado (the “Seasons at Horsetooth Apartments Property”). The Seasons at Horsetooth Apartments Mortgage Loan was originated on August 19, 2016 by Rialto Mortgage Finance, LLC. The Seasons at Horsetooth Apartments Mortgage Loan had an original principal balance of $24,700,000, has an outstanding principal balance as of the Cut-off Date of $24,700,000 and accrues interest at an interest rate of 4.240% per annum. The Seasons at Horsetooth Apartments 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 through the term of the Seasons at Horsetooth Apartments Mortgage Loan. The Seasons at Horsetooth Apartments Mortgage Loan matures on September 6, 2026.

 

Following the lockout period, the borrower has the right to defease the Seasons at Horsetooth Apartments Mortgage Loan in whole, but not in part, on any date before June 6, 2026. In addition, the Seasons at Horsetooth Apartments Mortgage Loan is prepayable without any penalty on or after June 6, 2026.

 

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

 

 

 

SEASONS AT HORSETOOTH APARTMENTS

 

Sources and Uses

 

Sources         Uses      
Original loan amount $24,700,000   100.0%   Loan payoff $14,607,376   59.1%      
          Reserves 179,758    0.7
          Closing costs 1,864,217    7.5
          Return of equity 8,048,649   32.6
Total Sources $24,700,000   100.0%   Total Uses $24,700,000   100.0%     

 

The Property. The Seasons at Horsetooth Apartments Property is a 208 unit, garden-style multifamily property located in Fort Collins, Colorado. The improvements were constructed in 1998 and are situated on 13.6 acres. The Seasons at Horsetooth Apartments Property is comprised of 26 two-story residential buildings, a clubhouse and 16 enclosed garages. Common area amenities include a business center, 24-hour fitness center, a pool, jacuzzi, assigned parking, courtesy patrol and high speed internet with Wi-Fi in the pool/clubhouse area. Unit amenities feature 9 foot ceilings on the 1st floor, vaulted ceilings on the 2nd floor, wood floors (select units), fully equipped kitchen, washer & dryer and private patio or balcony. The Seasons at Horsetooth Apartments Property contains 299 parking spaces, reflecting a parking ratio of 1.4 spaces per unit. As of August 1, 2016, the Seasons at Horsetooth Apartments Property was 95.7% occupied.

 

The following table presents certain information relating to the unit mix of the Seasons at Horsetooth Apartments Property:

 

Apartment Unit Summary(1)

 

Unit Type No. of Units % of Total Units Average Unit
Size (SF)
Average
Monthly Rent
per Unit
1 Bedroom/1 Bath 24 11.5% 700 $1,301
2 Bedroom/2 Bath - A 96 46.2% 1,008 $1,379
2 Bedroom/2 Bath - B 44 21.2% 1,067 $1,474
3 Bedroom/2 Bath 44 21.2% 1,260 $1,678
Total/Weighted Average 208 100.0% 1,038 $1,456

 

(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at the Seasons at Horsetooth Apartments Property:

  

Historical Occupancy

 

12/31/2012(1)

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

8/1/2016(2)

89.8% 90.7% 94.5% 93.5% 95.7%

 

(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 Seasons at Horsetooth Apartments Property:

 

Cash Flow Analysis

 

  2013 2014 2015 TTM 6/30/2016 U/W % of U/W Effective Gross Income U/W $ per Unit
Base Rent $3,188,444 $3,363,847 $3,567,796 $3,604,883 $3,476,304 90.4% $16,713
Grossed Up Vacant Space 0 0 0 0 156,420  4.1 752
Concessions (88,152) (54,835)  (37,705) (17,668) (17,668)  (0.5) (85)   
Other Income(1) 348,302 344,545 409,307 411,697 411,697  10.7 1,979
Less Vacancy & Credit Loss

(272,288)

(276,476)

(309,675)

(230,076)

(181,927)(2)

(4.7)

(875)

Effective Gross Income $3,176,306 $3,377,082 $3,629,723 $3,768,836 $3,844,826  100.0% $18,485
               
Total Operating Expenses $958,627 $944,092 $1,003,482 $1,026,549 $1,136,872  29.6% $5,466
 
 
 
 
 
 
 
 
Net Operating Income $2,217,679 $2,432,990 $2,626,241 $2,742,287 $2,707,954  70.4% $13,019
Capital Expenditures

0

0

0

0

51,376

1.3

247

Net Cash Flow $2,217,679 $2,432,990 $2,626,241 $2,742,287 $2,656,578  69.1% $12,772
               
NOI DSCR 2.09x 2.29x 2.47x 2.58x 2.55x    
NCF DSCR 2.09x 2.29x 2.47x 2.58x 2.50x    
NOI DY 9.0% 9.9% 10.6% 11.1% 11.0%    
NCF DY 9.0% 9.9% 10.6% 11.1% 10.8%    

 

(1)    Other Income includes application fees, late fees, pet fees and administrative fees.
(2)    The underwritten economic vacancy is 5.5%. The Seasons at Horsetooth Apartments Property was 95.7% physically occupied as of August 1, 2016.

 

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

 

 

 

SEASONS AT HORSETOOTH APARTMENTS

 

Appraisal. As of the appraisal valuation date of June 28, 2016, the Seasons at Horsetooth Apartments Property had an “as-is” appraised value of $50,000,000.

 

Environmental Matters. According to a Phase I environmental assessment dated July 5, 2016, there was no evidence of any recognized environmental conditions at the Seasons at Horsetooth Apartments Property.

 

Market Overview and Competition. The Seasons at Horsetooth Apartments Property is located in Fort Collins, Colarado, approximately 4.1 miles south of the Fort Collins central business district and is within the Fort Collins-Loveland metropolitan statistical area. Fort Collins is located 65 miles north of the state capitol of Denver and has an estimated 2016 population of 332,605. According to a government agency, the unemployment rate for the Fort Collins metropolitan statistical area was 3.1% as of March 2016. In comparison, the state’s unemployment rate was 3.5%, and the national unemployment rate was 5.0% for the same time period.

 

Regional access to the Seasons at Horsetooth Apartments Property is provided by Interstate Highway 25 which connects Fort Collins with Denver and extends north/south across the state, and State Route 14 which extends east/west. Immediately surrounding the Seasons at Horsetooth Apartments Property to the east and west are single family homes, to the immediate south is a church, and across Wabash Street directly north of the Seasons at Horsetooth Apartments Property is a neighborhood retail center which includes restaurants and a bank. Approximately 1.7 miles east of the Seasons at Horsetooth Apartments Property is the major retail corridor within the region with retailers such as Target, Wal-Mart, PetSmart, T.J Maxx, Best Buy, REI, Bed Bath & Beyond, The Home Depot, Men’s Warehouse, and Albertson’s. Within the corridor is a newly constructed lifestyle mall called Renaissance on the Front Range with retailers such as H&M, Nordstrom Rack, Victoria’s Secret, Chico’s, and Ulta Beauty. According to the appraisal, the 2016 estimated population within a one-, three-, and five-mile radius was 16,183, 92,830 and 161,367, respectively, and the average household income within the same radii was $77,735, $74,934 and $78,028, respectively.

 

According to the appraisal, the Seasons at Horsetooth Apartments Property is located in the Northern Colorado multifamily market. As of the fourth quarter of 2015, the Northern Colorado multifamily market reported a vacancy rate of 4.6% and an average monthly rental rate of $1,149 per unit.

 

The following table presents certain information relating to some comparable multifamily properties for the Seasons at Horsetooth Apartments Property:

 

Competitive Set(1)

 

            Average Rent (per unit)    
  Location Distance to Subject Property Type Number of Units

Studio

1 BR 2 BR 3 BR Overall Average PSF Total Occupancy
Seasons at Horsetooth Apartments (Subject) Fort Collins, CO -- Garden 208 NAP $1,301 $1,379-$1,474 $1,678 $1.42 95.7%
Pinecone Apartments Fort Collins, CO 3.7 miles Garden 195 NAP $1,218 $1,369-$1,666 NAP $1.54 95.0%
Miramont Apartments Fort Collins, CO 3.0 miles Garden 210 NAP $1,191 $1,312-$1,390 NAP $1.28 95.0%
The Preserve at the Meadows Fort Collins, CO 0.9 miles Garden 220 NAP $1,235-$1,365 $1,415-$1,545 $1,730 $1.51 97.0%
The Trails at Timberline Fort Collins, CO 4.3 miles Garden 314 $1,034 $1,279-$1,354 $1,534-$2,459 $1,834-$2,659 $1.61 97.0%
Settler’s Creek Fort Collins, CO 2.2 miles Garden 229 NAP $1,130-$1,418 $1,285-$1,363 $1,675 $1.38 97.0%

 

(1)Information obtained from the appraisal and the underwritten rent roll.

 

The Borrowers. There are 33 borrowers, jointly and severally who own the Seasons at Horsetooth Apartments Property as tenants-in-common. The tenants-in-common have waived their right to partition during the term of the Seasons at Horsetooth Apartments Mortgage Loan. Each of the tenants-in-common is a single purpose entity and a Delaware limited liability company with one independent director. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Seasons at Horsetooth Apartments Mortgage Loan. J. Kenneth Dunn, is the guarantor of certain nonrecourse carveouts under Seasons at Horsetooth Apartments Mortgage Loan. See “Description of the Mortgage Pool – Mortgage Pool Characteristics – Tenancies-in-Common” in the Preliminary Prospectus.

 

The Sponsor. The sponsor, J. Kenneth Dunn, is co-founder of The Rainier Companies and has over two decades of experience in commercial real estate. Mr. Dunn is involved in all facets of the company and has primary responsibility for acquisitions, business development and negotiations. In 1994 Mr. Dunn co-founded Meridian Realty Advisors. As a principal, he directed the acquisition and management of more than $1.0 billion in transactions.

 

Escrows. The Seasons at Horsetooth Apartments Property Mortgage Loan documents provided for upfront escrows in the amount of $78,235 for real estate taxes, $36,997 for insurance premiums, $62,400 for replacement reserves and $2,125 for deferred maintenance.

 

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

 

 

 

SEASONS AT HORSETOOTH APARTMENTS

 

The Seasons at Horsetooth Apartments Mortgage Loan documents also require ongoing monthly reserve for real estate taxes in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding 12-month period (currently estimated to be $14,902) and for insurance premiums in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding 12-month period (currently estimated to be $3,524). Ongoing monthly deposits are required for replacement reserves in an amount equal to $19,089 from the October 2016 payment date through the September 2019 payment date and $5,200 from the October 2019 payment date through the maturity date of the Seasons at Horsetooth Apartments Mortgage Loan.

 

Lockbox and Cash Management. The Seasons at Horsetooth Apartments Mortgage Loan requires a lender-controlled lockbox account, which is already in place. The borrower and the property manager are required to deposit all rents and any other income of the Seasons at Horsetooth Apartments Property into such lockbox account within two business days of receipt. Prior to the occurrence of a Cash Sweep Event (as defined below), all excess cash flow will be disbursed to the borrower. During a Cash Sweep Event, all excess cash flow with be swept to a lender-controlled subaccount.

 

A “Cash Sweep Event” will commence (i) if an event of default has occurred or is continuing; (ii) upon the occurrence of a bankruptcy action of the borrower, the guarantor or the property manager; (iii) 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 1.10x; or (iv) upon date the debt yield ratio as calculated by the lender is less than 8.0%. A Cash Sweep Event will end with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), when such bankruptcy petition has been discharged, stayed, or dismissed within 30 days for a borrower or guarantor bankruptcy and within 120 days for a property manager bankruptcy, among other conditions; with respect to clause (iii), once the amortizing debt service coverage ratio based on the trailing 12-month period immediately preceding the date of determination is greater than 1.20x for two consecutive calendar quarters, among other conditions; and with respect to clause (iv), once the debt yield as calculated by the lender is greater than 9.5% for two consecutive calendar quarters.

 

Property Management. The Seasons at Horsetooth Apartments Property is managed by Rainer Realty Management, LLC and Echelon Property Group LLC.

 

Assumption. The borrower has the right to transfer the Seasons at Horsetooth Apartments Property provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-LC24 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 Seasons at Horsetooth Apartments Property, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a 6-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.

 

 

 

Wells Fargo Commercial Mortgage Trust 2016-LC24 Transaction Contact Information

 

I.             Transaction Contact Information

 

Questions regarding this Structural and Collateral Term Sheet may be directed to any of the following individuals:

 

Wells Fargo Securities, LLC  
   
Brigid Mattingly Tel. (312) 269-3062
   
A.J. Sfarra Tel. (212) 214-5613
   
Alex Wong Tel. (212) 214-5615