FWP 1 n734_x2-ts.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-09
     

 

 

(WELLS FORGO LOGO)  [UBS LOGO] 

 

 

Free Writing Prospectus 

Collateral Term Sheet

 

$757,126,953

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

 

Wells Fargo Commercial Mortgage Trust 2016-NXS6

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

Natixis Real Estate Capital LLC

Silverpeak Real Estate Finance LLC

UBS AG

Wells Fargo Bank, National Association

 

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates
Series 2016-NXS6 

 

  

September 15, 2016

 

WELLS FARGO SECURITIES   UBS SECURITIES LLC
     

Co-Lead Manager and

Joint Bookrunner

 

Co-Lead Manager and

Joint Bookrunner

     

Academy Securities

Co-Manager

 

Natixis Securities Americas LLC

Co-Manager

 

 
 

 

Wells Fargo Commercial Mortgage Trust 2016-NXS6 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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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.

 

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.

 

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

 

3 

 

 

QLIC

 

 (GRAPHIC)

 

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.

 

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QLIC

 

 (GRAPHIC)

 

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

 

5 

 

 

No. 1 – QLIC
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/Moody’s/Morningstar): 

NR/NR/NR   Property Type: Multifamily
Original Principal Balance(1): $75,000,000   Specific Property Type: High Rise
Cut-off Date Balance(1): $75,000,000   Location: Long Island City, NY
% of Initial Pool Balance: 9.9%   Size: 421 Units
Loan Purpose: Refinance   Cut-off Date Balance Per Unit(1)(2): $344,418
Borrower Name: 24th Street LIC LLC   Year Built/Renovated: 2015/NAP
Sponsors: Lionshead Member LLC   Title Vesting: Fee
Mortgage Rate: 4.3997%   Property Manager: FirstService Residential New York, Inc.
Note Date: December 28, 2015   4th Most Recent Occupancy(4): NAP
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(4): NAP
Maturity Date: January 5, 2026   2nd Most Recent Occupancy(4): NAP
IO Period: 120 months   Most Recent Occupancy(4): NAP
Loan Term (Original): 120 months   Current Occupancy (As of): 98.3% (8/15/2016)
Seasoning: 9 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(4): NAP
Call Protection: L(33),D(84),O(3)   3rd Most Recent NOI(4): NAP
Lockbox Type: Soft/Springing Cash Management   2nd Most Recent NOI(4): NAP
Additional Debt(1)(2): Yes   Most Recent NOI (As of): $6,849,526 (Annualized 3 6/30/2016)
Additional Debt Type(1)(2): Pari Passu; Subordinate Debt      
      U/W Revenues: $15,396,615
      U/W Expenses: $3,385,297
      U/W NOI: $12,011,318
      U/W NCF: $11,908,995
Escrows and Reserves(3):     U/W NOI DSCR(1)(2): 1.86x
      U/W NCF DSCR(1)(2): 1.84x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1)(2): 8.3%
Taxes $9,870 $9,870 NAP   U/W NCF Debt Yield(1)(2): 8.2%
Insurance $0 Springing NAP   As-Is Appraised Value: $255,000,000
Replacement Reserves $0 $7,017 NAP   As-Is Appraisal Valuation Date: August 18, 2016
Shortfall Reserve $2,100,000 NAP $1,000,000   Cut-off Date LTV Ratio(1)(2): 56.9%
Deferred Maintenance $8,023,541 NAP NAP   LTV Ratio at Maturity or ARD(1)(2): 56.9%
             
               
(1)See “The Mortgage Loan” section. 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 QLIC Senior Loan. As of the Cut-off Date, the Cut-off Date Balance per unit, U/W NCF DSCR, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the QLIC Whole Loan were $391,924, 1.54x, 7.2%, 64.7% and 64.7%, respectively.

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

(3)See “Escrows” section.

(4)Historical occupancy and financials are not available, as the QLIC Property was built in 2015.

 

The Mortgage Loan. The mortgage loan (“QLIC Mortgage Loan”) is part of a whole loan (the “QLIC Whole Loan”) that is evidenced by six pari passu senior promissory notes (Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6, collectively the “QLIC Senior Loan”) and one subordinate promissory note (Note B, the “QLIC Subordinate Companion Loan”), that are collectively secured by a first mortgage encumbering the fee simple interest in a multifamily property located in Long Island City, New York (the “QLIC Property”). The QLIC Senior Loan was originated on December 28, 2015 by Natixis Real Estate Capital LLC. The QLIC Senior Loan had an original principal balance of $145,000,000, has an outstanding principal balance as of the Cut-off Date of $145,000,000 and accrues interest at an interest rate of 4.3997% per annum. The QLIC Senior Loan had an initial term of 120 months, has a remaining term of 111 months as of the Cut-off Date and requires interest-only payments through the term of the QLIC Senior Loan. The QLIC Senior Loan matures on January 5, 2026.

  

The QLIC Mortgage Loan is evidenced by the lead Note A-2 and the non-lead Note A-3, which had an aggregate original principal balance of $75,000,000, have an aggregate outstanding principal balance of $75,000,000 as of the Cut-Off Date and will be contributed to the WFCM 2016-NXS6 Trust. The non-lead Note A-1, Note A-4, Note A-5 and Note A-6 have an aggregate principal balance of $70,000,000, are currently held by Natixis Real Estate Capital LLC, (although Natixis Real Estate Capital LLC reserves the right to reapportion the balance or sub-divide such notes) and are expected to be contributed to a future trust or trusts. The QLIC Subordinate Companion Loan is comprised of a $20,000,000 promissory note, is subordinate in right of payment and in other respects to the QLIC Senior Loan and is expected to be sold prior to the closing of the WFCM 2016-NXS6 Trust to an affiliate of

 

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.

 

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QLIC

 

[_____] (see “Subordinate and Mezzanine Indebtedness” section). See “Description of the Mortgage Pool—The Whole Loan—The Serviced Pari Passu Whole Loans—The QLIC Whole Loan” in the Preliminary Prospectus.

  

Note Summary

  

Notes Original Balance   Note Holder Controlling Interest
A-1 $45,000,000   Natixis Real Estate Capital LLC No
A-2 $50,000,000   WFCM 2016-NXS6 No(1)
A-3 $25,000,000   WFCM 2016-NXS6 No
A-4 $10,000,000   Natixis Real Estate Capital LLC No
A-5 $10,000,000   Natixis Real Estate Capital LLC No
A-6 $5,000,000   Natixis Real Estate Capital LLC No
B $20,000,000   Natixis Real Estate Capital LLC Yes(1)
Total $165,000,000      

  

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

  

Following the lockout period, the borrower has the right to defease the QLIC Whole Loan in whole or in part on any date before November 5, 2025. In addition, the QLIC Whole Loan is prepayable without penalty on or after November 5, 2025. 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) June 28, 2019.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $165,000,000   100.0 %   Loan payoff $100,842,207    61.1%
          Reserves 10,133,411    6.1   
          Closing costs $2,492,037    1.5   
          Return of equity 51,532,344    31.2   
Total Sources $165,000,000   100.0%   Total Uses $165,000,000   100.0%

  

The Property. The QLIC Property is a class A, 421-unit multifamily property located on a 41,649 square foot site in Long Island City, New York. The QLIC Property consists of a 21-story mixed-use apartment building containing 56 studio units, 169 one-bedroom units, 127 junior one-bedroom units, 26 flex two-bedroom units, 27 two-bedroom units and 16 three-bedroom units with an average unit size of 650 square feet. Apartments at the QLIC Property have high ceilings (a minimum of 8’8”) and many have floor-to-ceiling windows, individual balconies or terraces. Unit amenities include stainless steel appliances, white quartz countertops, oversized closets, washer & dryer, and gigabit Ethernet. Common area amenities include a rooftop outdoor pool, fitness center, landscaped courtyard, rooftop deck with theater and dining area, media lounge, 24-hour concierge, on-site management, lobby lounge, lobby library, bike storage, valet dry cleaning, dog grooming station and indoor parking. In addition, the QLIC Property contains a retail component that consists of 8,742 square feet of net rentable area and a parking garage that contains 108 parking spaces, reflecting an overall parking ratio of 0.3 spaces per unit.

 

The QLIC Property was developed by the sponsor for $163,347,179 ($387,998 per unit) with initial leasing commencing in September 2015. As of August 15, 2016 the QLIC Property was 98.3% occupied.

 

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.

 

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QLIC

 

The following table presents certain information relating to the unit mix of the QLIC Property:

 

Unit Mix Summary(1)

 

Unit Type No. of Units % of Total
Units
Average Unit
Size (SF)
Average U/W
Monthly Rent
per Unit
Studio 56 13.3% 446 $2,486
1 Bedroom 169 40.1% 646 $2,999
Junior 1 Bedroom 127 30.2% 556 $2,808
2 Bedroom, 2 Bathroom 26 6.2% 983 $3,860
2 Bedroom 27 6.4% 894 $4,097
3 Bedroom 16 3.8% 1,204 $4,977
Total/Weighted Average 421 100.0% 650 $3,072

  

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

  

The following table presents historical occupancy percentages at the QLIC Property:

 

Historical Occupancy(1)

 

12/31/2012

 

12/31/2013

 

12/31/2014

 

12/31/2015

 

8/15/2016(2) 

NAP  NAP  NAP  NAP  98.3%

 

(1)Historical occupancies are not available. The QLIC Property was built in 2015 and initial leasing started in September 2015. The QLIC Property obtained temporary certificate of occupancy (“TCO”) by sections. The Final TCO was obtained in May 2016.

(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 QLIC Property:

 

Cash Flow Analysis(1)

 

    Annualized 3
6/30/2016
  U/W   % of U/W
Effective
Gross Income
  U/W $ per
Unit
 
Base Rent   $10,067,024   $15,232,152   98.9%   $36,181  
Grossed Up Vacant Space   0   315,900   2.1   $750  
Concessions   0   0   0.0   $0  
Other Income   298,965   831,540(2)   5.4   $1,975  
Less Vacancy & Credit Loss  

(529,964)

 

(982,977)(3)

 

(6.4)

 

($2,335)

 
                   
Effective Gross Income   $9,836,024   $15,396,615   100.0%   $36,572  
                   
Total Operating Expenses   $2,986,498   $3,385,297   22.0%   $8,041  
           
Net Operating Income   $6,849,526   $12,011,318(4)   78.0%   $28,530  
Capital Expenditures   0   84,200    0.5   200  
TI/LC  

0

 

18,123

 

0.1

 

43

 
Net Cash Flow   $6,849,526   $11,908,995   77.3%   $28,287  
                   
NOI DSCR(5)   1.06x   1.86x          
NCF DSCR(5)   1.06x   1.84x          
NOI DY(5)   4.7%   8.3%          
NCF DY(5)   4.7%   8.2%          

 

(1)Historical financials are not available as the QLIC Property was built in 2015.

(2)Other income includes parking rent of $215,000 and base rent for the retail space.

(3)The underwritten economic vacancy is 6.0%. The QLIC Property started leasing up in September 2015 when it opened. The QLIC Property was 98.3% physically occupied as of August 15, 2016. The underwritten economic vacancy includes 5% applied to the parking and retail income.

(4)U/W NOI is higher mainly due to the stabilization of the QLIC Property.

(5)The debt service coverage ratios and debt yields are based on the QLIC Senior Loan.

 

Appraisal. As of the appraisal valuation date of August 18, 2016, the QLIC Property had an “as-is” appraised value of $255,000,000.

 

Environmental Matters. According to a Phase I environmental assessment dated September 18, 2015, there was no evidence of any recognized environmental conditions at the QLIC 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.

 

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QLIC

 

Market Overview and Competition. The QLIC Property is located in Long Island City, Queens, New York, approximately one mile southeast of Manhattan, 5.0 miles west of LaGuardia Airport and directly adjacent to the Ed Koch Queensboro Bridge, which provides direct access from Queens to midtown Manhattan. Further, the Long Island Expressway is 1.1 miles south of the QLIC Property. The QLIC Property is also located within a five-block radius of eight subway lines (7, N, Q, E, F, M, R and G) and 1.0 mile away from the LIRR train station, providing access to Manhattan, Brooklyn, Queens and Long Island. The QLIC Property entrance is adjacent to Long Island City’s brand new bike path to Manhattan, the Queens Plaza Pedestrian and Bicycle Improvement Project, which was a $45.0 million transformation of the Long Island City streetscape extending from Northern Boulevard to 21st Street.

 

The QLIC Property is located in the Long Island City neighborhood, which is home to nearly 6,300 businesses employing over 93,000 people. Major office tenants include CitiGroup, Publicis, MetLife, Fresh Direct, Uber, New York City Department of Health, JetBlue, Steve Madden and Silvercup Studios. In 2001, 37 blocks around Queens Plaza and Court Square were rezoned for large-scale development and the city designated the area a central business district. According to a Long Island City economic group, the neighborhood has added 2.0 million square feet of new class A office space since 2001, 24 hotels since 2001 and 10,845 apartment units since 2006; and an additional 22,500 apartment units are in the planning/construction phase. Long Island City’s population grew over 12.7%, within a 0.5 mile radius, between 2010 and 2015, and the 22,500 residential units that are either planned or under construction will add approximately 40,000 new residents. The total projected 2020 population is 70,702, within a one mile radius. Long Island City is home to LaGuardia Community College (approximately 40,000 students and teachers), which was joined by the City University of New York School of Law (600 students and teachers), at Two Court Square in October of 2012. Cornell University and the Technion-Israel Institute of Technology are expected to open a technology-focused campus on Roosevelt Island by 2017. Long Island City is also home to several museums dedicated to contemporary art, such as Metropolitan Museum of Art PS1 (an affiliate of the Museum of Modern Art), Socrates Sculpture Park, the Sculpture Center and the Noguchi Museum.

 

The following table presents certain information relating to comparable multifamily properties for the QLIC Property:

 

Competitive Set(1)

 

  East Coast Avalon Riverview North II The Crescent Club 27 on 27 Packard Square
Location Queens, NY Queens, NY Queens, NY Queens, NY Queens, NY
Distance to Subject 1.5 miles 1.5 miles 0.5 miles 0.6 miles 0.1 miles
Property Type High-Rise High-Rise High-Rise High-Rise High-Rise
Number of Stories 41 39 17 27 15
Number of Units 367 602 86 142 140
Average Rent (per unit) NAV NAV NAV NAV NAV
Studio $2,534 $2,648 $2,685 $2,383 $1,818
1 Bedroom $3,324 $3,242 $3,200 $3,562 $2,165
2 Bedroom $4,608 $4,771 $4,300 $4,408 $3,048
Utilities NAV NAV NAV NAV NAV
Total Occupancy 97.5% 94.7% 96.9% 95.8% 98.5%

 

(1)Information obtained from the appraisal dated August 18, 2016.

 

The Borrower. The borrower is 24th Street LIC LLC, a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the QLIC Whole Loan. Lionshead Member LLC is the guarantor of certain nonrecourse carveouts and the Shortfall Reserve Obligations (as defined below) under the QLIC Whole Loan.

 

The Sponsors. The sponsor, Lionshead Member LLC is a Delaware limited liability company owned and controlled by the World-Wide Holdings Corporation (“WWG”). The sponsor’s December 31, 2015 consolidated balance sheet indicated total assets of approximately $55.4 million and liabilities of approximately $5.0 million. WWG is a New York City-based real estate development company that has developed over $7 billion of residential, commercial and mixed-use properties. James Stanton and David Lowenfeld are the president and chief operating officer, respectively, of WWG.

 

Escrows. The loan documents provide for upfront escrows in the amount of $9,870 for real estate taxes, $2,100,000 for monthly payment shortfalls and $8,023,541 for deferred maintenance. The loan documents also provide for ongoing monthly deposits of $9,870 for real estate taxes and $7,017 for replacement reserves. The loan documents do not require monthly escrows for insurance provided that (i) no event of default has occurred and is continuing; (ii) the insurance required to be provided by the borrower is maintained pursuant to one or more blanket insurance policies; and (iii) the borrower provides the lender with timely proof of payment of insurance premiums. The loan documents also provide that if at any time, the balance of the shortfall reserve falls below $500,000, all the remaining excess cash flow will be deposited in the shortfall reserve until the balance equals $1,000,000. The borrower’s obligations to make such shortfall reserve payments are the “Shortfall Reserve Obligations”. The current balance of the shortfall reserve is $500,058.

 

Lockbox and Cash Management. The QLIC Whole Loan is structured with a lender-controlled soft lockbox, which is already in place. The QLIC Whole was structured with initial upfront cash management until August 2016 and is now structured with springing cash management. The QLIC Whole Loan requires all commercial tenant rents to be deposited directly by tenants of the QLIC Property into the lockbox account. Without in any way limiting the foregoing, all rents received by the borrower or manager (including, but not limited to, rents from residential tenants) are required to be deposited into the lockbox account. Prior to the occurrence of a Cash Management Period (as defined below), all funds in the lockbox account are required to be swept to the borrower’s operating account. During a Cash Management Period, all funds in the lockbox account are required to be swept to a lender-controlled cash management account.

 

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

 

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QLIC

 

A “Cash Management Period” will commence upon the earlier of (i) an event of default; (ii) the failure by the borrower, after the end of a calendar quarter, to maintain a debt service coverage ratio of at least 1.08x. A Cash Management Period will end if for three consecutive months since the commencement of the existing Cash Management Period (A) no default or event of default has occurred, (B) no event that would trigger another Cash Management Period has occurred and (C) the debt service ratio is at least equal to 1.13x.

 

Property Management. The QLIC Property is managed by FirstService Residential New York, Inc.

 

Assumption. The borrower has the right to transfer the QLIC 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, receipt of a rating agency confirmation from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-NXS6 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The QLIC Subordinate Companion Loan had an original principal balance of $20,000,000, has a cut-off date balance of $20,000,000 and is coterminous with the QLIC Senior Loan. The QLIC Subordinate Companion Loan requires interest-only payments through maturity. Prior to the occurrence of certain control shift events, the holder of the QLIC Subordinate Companion Loan has consent rights with respect to certain material actions and can replace the special servicer of the QLIC Whole Loan under the pooling and servicing agreement for the Series 2016-NXS6 Certificates. After such control shifts events, the Note A-2 will be the controlling note and will be entitled to exercise such rights. The QLIC Subordinate Companion Loan accrues interest at an interest rate of 6.250% per annum. [The QLIC Subordinate Companion Loan will be purchased prior to closing of the WFCM 2016-NXS6 securitization trust by [_____].

 

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 QLIC 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.

 

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

 

11 

 

 

NOVO NORDISK

 

Graphic 

 

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

 

12 

 

 

NOVO NORDISK

 

 Graphic

 

 

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

 

13 

 

 

No. 2 – Novo Nordisk
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/Moody’s/Morningstar): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $73,300,000   Specific Property Type: Suburban
Cut-off Date Balance(1): $73,300,000   Location: Plainsboro, NJ
% of Initial Pool Balance: 9.7%   Size: 761,824 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $220.92
Borrower Name: Princeton HD Owner LLC   Year Built/Renovated: 1985/2013
Sponsor: Princeton HD Owner LLC   Title Vesting: Fee
Mortgage Rate: 3.482%   Property Manager: Ivy Realty Services, LLC
Note Date: August 11, 2016   4th Most Recent Occupancy: NAV
Anticipated Repayment Date: September 5, 2021   3rd Most Recent Occupancy (As of): 69.4% (12/31/2013)
Maturity Date: April 30, 2031   2nd Most Recent Occupancy (As of): 69.4% (12/31/2014)
IO Period: 60 months   Most Recent Occupancy (As of): 69.4% (12/31/2015)
Loan Term (Original): 60 months   Current Occupancy (As of)(3): 78.0% (9/1/2016)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, ARD      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): NAV
Call Protection: L(25),D(32),O(3)   3rd Most Recent NOI (As of): $14,476,650 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of):  $14,399,114 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $14,687,857 (TTM 5/31/2016)
Additional Debt Type(1): Pari Passu      
      U/W Revenues(4): $29,605,904
      U/W Expenses(4): $11,891,591
      U/W NOI(4): $17,714,312
      U/W NCF(4): $17,676,221
Escrows and Reserves(2):         U/W NOI DSCR(1)(4): 2.98x
          U/W NCF DSCR(1)(4): 2.97x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1)(4): 10.5%
Taxes $931,323 $465,662 NAP   U/W NCF Debt Yield(1)(4): 10.5%
Insurance $39,186 $19,593 NAP   As-Is Appraised Value(5): $319,900,000
Replacement Reserves $0 $3,656 NAP   As-Is Appraisal Valuation Date: June 1, 2016
Expansion Space TI/LC Reserve $0 $0 NAP   Cut-off Date LTV Ratio(1): 52.6%
Earnout Reserve $0 $0 NAP   LTV Ratio at Maturity or ARD(1): 52.6%
               

 

(1)See “The Mortgage Loan” section. All statistical financial information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the outstanding principal balance as of the Cut-off Date. Based on the maximum principal balance and the fully funded underwritting, the balance per square foot, loan-to-value ratio ratio and NCF debt yield would be $272.87, 60.7% and 10.6%, respectively. The minimal fully funded NCF debt service coverage ration is 2.71x.

(2)See “Escrows” section.

(3)See “Historical Occupancy” section.

(4)See “Cash Flow Analysis” section.

(5)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “Novo Nordisk Mortgage Loan”) is part of a Whole Loan (the “Novo Nordisk Whole Loan”) that is evidenced by 13 pari passu promissory notes (see “Note Summary” table below) secured by a first mortgage encumbering the fee interest in nine interconnected Class A office buildings totaling 761,824 square feet, known as Novo Nordisk North American Headquarters, located in Plainsboro, New Jersey (the “Novo Nordisk Property”). The Novo Nordisk Whole Loan was originated on August 11, 2016 by Natixis Real Estate Capital LLC. The Novo Nordisk Whole Loan had a maximum principal balance of $207,880,000 and an original principal balance of $168,300,000, has an outstanding principal balance as of the Cut-off Date of $168,300,000 and accrues interest at an interest rate of 3.482% per annum. Note A-2 is currently unfunded; however, the holder of Note A-2 is required to make advances available for (i) approved tenant improvements and leasing commissions (estimated to be $16,580,000) (“Expansion Space TI/LC Advance”) in connection with the exercise of Novo Nordisk Inc.’s right under its lease to take expansion space (the “Expansion Space”) at the Novo Nordisk Property and (ii) earnout funds (estimated to be $23,000,000) (the “Earnout Advance”) (see “Escrows” section). The obligation to fund Note A-2 will be the sole responsibility of the holder of Note A-2 (currently Natixis Real Estate Capital LLC), and will not be the responsibility of the trust. The Novo Nordisk Whole Loan had an initial term of 60 months, has a remaining term of 59 months as of the Cut-off Date and requires interest-only payments through the Anticipated Repayment Date (“ARD”). The ARD is September 5, 2021 and the final maturity date is April 30, 2031. In the event that the Novo Nordisk Whole Loan is not repaid in full by the ARD, the interest rate will increase to an amount equal to the sum of (a) 3.482% and (b) 3.000% plus the amount (if any) by which the five-year treasury rate exceeds 2.500%. The borrower’s failure to repay the Novo Nordisk Whole Loan in full at least one month prior to the ARD automatically triggers a full cash flow sweep whereby all excess cash flow will be used to pay down the principal balance of the Novo Nordisk 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.

 

14 

 

 

NOVO NORDISK

 

The Novo Nordisk Mortgage Loan, evidenced by the non-controlling Notes A-3, A-4, A-5, A-11 and A-12 had an aggregate original principal balance of $73,300,000, have an aggregate outstanding principal balance of $73,300,000 as of the Cut-Off Date and will be contributed to the WFCM 2016-NXS6 Trust. The non-controlling Note A-2 (unfunded as of the Cut-off Date) has a maximum principal balance of $39,580,000 and will be held by Natixis Real Estate Capital LLC. The controlling Note A-1 and non-controlling Notes A-6, A-7, A-8, A-9, A-10 and A-13 had an aggregate original principal balance of $95,000,000, are currently held by Natixis Real Estate Capital LLC and are expected to be contributed to one or more future trusts. Each of the mortgage loans evidenced by Notes A-1, A-2, A-6, A-7, A-8, A-9, A-10 and A-13 are referred to herein as the “Novo Nordisk 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 – the Novo Nordisk Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Funded Note Holder Controlling Interest
A-1 $20,000,000 Yes Natixis Real Estate Capital LLC Yes
A-2 $39,580,000 No Natixis Real Estate Capital LLC No
A-3 $20,000,000 Yes WFCM 2016-NXS6 No
A-4 $20,000,000 Yes WFCM 2016-NXS6 No
A-5 $20,000,000 Yes WFCM 2016-NXS6 No
A-6 $20,000,000 Yes Natixis Real Estate Capital LLC No
A-7 $20,000,000 Yes Natixis Real Estate Capital LLC No
A-8 $10,000,000 Yes Natixis Real Estate Capital LLC No
A-9 $10,000,000 Yes Natixis Real Estate Capital LLC No
A-10 $10,000,000 Yes Natixis Real Estate Capital LLC No
A-11 $8,300,000 Yes WFCM 2016-NXS6 No
A-12 $5,000,000 Yes WFCM 2016-NXS6 No
A-13 $5,000,000 Yes Natixis Real Estate Capital LLC No
Total $207,880,000      

 

Following the lockout period, the borrower has the right to defease the Novo Nordisk Whole Loan in whole or in part on any date before July 5, 2021. In addition, the Novo Nordisk Whole Loan is prepayable without penalty on or after July 5, 2021. 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 11, 2020.

 

Sources and Uses

 

Sources         Uses        
Original Whole Loan amount $168,300,000   47.4 % Purchase price $305,000,000   85.9 %
Expansion Space TI/LC Advance 16,580,000     4.7   Expansion Space TI/LC Advance 16,580,000   4.7  
Earnout Advance 23,000,000     6.5   Earnout Advance 23,000,000   6.5  
Sponsor’s new cash contribution 147,128,537   41.4   Reserves 970,510   0.3  
        Closing costs 9,458,027   2.7  
Total Sources $355,008,537   100.0 % Total Uses $355,008,537   100.0 %

 

The Property. The Novo Nordisk Property is comprised of nine interconnected Class A office buildings located in Plainsboro, New Jersey, totaling 761,824 square feet. The Novo Nordisk Property sits on a 58.6 acre parcel on Scudders Mill Road and just off State Route 1, a highway that averages more than 75,000 daily vehicles. Originally built in 1985, the Novo Nordisk Property was gut renovated in 2013 for approximately $215.0 million. The Novo Nordisk Property is LEED Silver certified and features state-of-the-art technology, super construction, energy efficient systems, and best-in-class amenities. The Novo Nordisk Property showcases Novo Nordisk’s contemporary style and commitment to a quality working environment. The new modern façade with 10 foot high windows offers ample natural light. The emphasis on light and views continues through the 30-foot high atrium lobby with floor-to-ceiling glass walls. Building amenities include a spacious, fully renovated 267-seat cafeteria, executive dining area, grab and go café, fully-equipped fitness center, 493 space covered parking garage (0.6 parking spaces per 1,000 square feet of rentable area), 4,000 square foot roof-top terrace with outdoor dining patios and a full-service concierge. The Novo Nordisk Property also features courtyards and landscaping that create a park-like ambience. As of September 1, 2016, the Novo Nordisk Property was 69.4% occupied and 78.0% leased by Novo Nordisk Inc. (“Novo”) and serves as its North American headquarters. Novo occupies 594,009 square feet including 30,720 square feet of storage space, under an initial lease dated July 29, 2011 and expiring in April 30, 2031, with one ten-year renewal option, provided that no more than 200,000 square feet is sublet. Novo initially leased 498,115 square feet and then occupied 528,835 square feet, including 30,720 square feet of storage space totaling 69.4% of net rentable area. Novo has no termination options and its lease includes 2.0% annual rent increases. Novo is the U.S. subsidiary of Novo Nordisk A/S (S&P: AA- / Moody’s A1), which guarantees the lease. The Novo Nordisk Property serves as the North American Headquarters for Novo Nordisk A/S, which employs approximately 1,300 people at the Novo Nordisk Property. Novo Nordisk A/S is a global pharmaceutical and healthcare company and a leader in the diabetes industry that markets products in 180 countries around the world. Novo Nordisk A/S, which is headquartered in Denmark, has offices or affiliates in 75 countries and employs over 40,000 people. In 2015, Novo Nordisk A/S reported net income of 32.9 billion DKK ($4.9 billion USD) on revenues of 107.9 DKK billion ($16.3 billion USD), which was a 21.5% increase year-over-year in local currency. Novo Nordisk’s North American business, of which the tenant comprises 90% of sales, generated 2015 revenue of $8.6 billion USD.

 

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

 

15 

 

 

NOVO NORDISK

 

The following table presents certain information relating to the tenancy at the Novo Nordisk Property:

 

Major Tenant

 

Tenant Name Credit Rating
(Fitch/Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual U/W
Base Rent
PSF
Annual
U/W Base
Rent(2)
% of Total
Annual

U/W Base
Rent
Lease
Expiration
Date
               
Major Tenant              
Novo NR/A1/AA- 563,289 73.9% $31.45     $17,714,312 100.0% 4/30/2031(3)
Novo (Storage) NR/A1/AA- 30,720 4.0% $0.00      $0 0.0% 4/30/2031
Total Major Tenant 594,009 78.0% $29.82 $17,714,312 100.0%  
               
Occupied Collateral Total 594,009 78.0% $29.82 $17,714,312 100.0%  
               
Vacant Space   167,815 22.0%        
               
Collateral Total 761,824 100.0%        
               

 

(1)Represents the rating of the parent company that guarantees each lease.

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include rent averaging through September 5, 2021, totaling $973,363.

(3)Novo has one 10-year extension option, provided that no more than 200,000 square feet is sublet.

 

The following table presents certain information relating to the lease rollover schedule at the Novo Nordisk 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
Total %
of Annual
U/W Base
Rent
Annual
U/W Base
Rent
PSF(2)
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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
Thereafter 1 594,009 78.0% 594,009 78.0% $17,714,312 100.0% $29.82
Vacant 0 167,815 22.0% 761,824 100.0% $0 0.0% $0.00
Total/Weighted Average 1 761,824 100.0%     $17,714,312 100.0% $29.82

 

(1)Information obtained from the underwritten rent roll.

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

 

The following table presents historical occupancy percentages at the Novo Nordisk Property:

 

Historical Occupancy

 

12/31/2013(1)

 

12/31/2014(1)

 

12/31/2015(1)

 

9/1/2016(2) 

69.4%   69.4%   69.4%   78.0%

 

(1)Information obtained from the Novo lease.

(2)Information obtained from the underwritten rent roll. As of September 1, 2016, the Novo Nordisk Property was 69.4% occupied and 78.0% leased by Novo.

 

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

 

16 

 

 

NOVO NORDISK

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Novo Nordisk Property:

Cash Flow Analysis

    2014  2015 TTM
5/31/2016
U/W(1) Fully Funded
U/W(1)
% of
U/W Effective Gross Income(2)

U/W $

per SF(1)(2)

Base Rent $14,133,182 $14,415,448 $14,722,897 $17,714,312 $23,033,680 59.8%  $23.25  
Grossed Up Vacant Space 0 0 0 4,723,992 0 16.0     6.20  
Total Reimbursables 10,544,056 10,146,706 9,876,451 11,891,591 12,023,580 40.2     15.61  
Other Income 61,100 0 0 0 0 0.0     0.00  
Less Vacancy & Credit Loss

0

0

0

(4,723,992)(3)

(1,051,718)(3)

(16.0)  

(6.20) 

Effective Gross Income $24,738,338 $24,562,154 $24,599,348 $29,605,904 $34,005,542 100.0% $38.86  
               
Total Operating Expenses

$10,261,687

$10,163,040

$9,911,492

$11,891,591

$12,023,580

40.2%  

$15.61  

Net Operating Income $14,476,650 $14,399,114 $14,687,857 $17,714,312 $21,981,962 59.8%   $23.25  
  TI/LC 0 0 0 0 0 0.0     0.00  
Capital Expenditures

0

0

0

38,091

38,091

0.1    

0.05  

Net Cash Flow $14,476,650 $14,399,114 $14,687,857 $17,676,221 $21,943,871 59.7% $23.20  
               
NOI DSCR(4) 2.44x 2.42x 2.47x 2.98x 2.72x(5)    
NCF DSCR(4) 2.44x 2.42x 2.47x 2.97x 2.71x(5)    
NOI DY(4) 8.6% 8.6% 8.7% 10.5% 10.6%(5)    
NCF DY(4) 8.6% 8.6% 8.7% 10.5% 10.6%(5)    
(1)Annual U/W Base Rent increases from TTM 5/31/2016 as it includes rent on the first mandatory expansion of 65,174 square feet, totaling $2,049,592 and rent averaging through September 5, 2021, totaling $973,363.
(2)% of U/W Effective Gross Income and U/W $ per SF columns are reflective of the U/W column.
(3)The underwritten economic vacancy is 13.8%. The Novo Nordisk Property is 78.0% leased and 69.4% occupied as of September 1, 2016.
(4)Based on the Novo Nordisk Whole Loan as of the Cut-off Date.
(5)Based on the fully funded balance and the maximum debt service.

Appraisal. As of the appraisal valuation date of June 1, 2016, the Novo Nordisk Property had an “as-is” appraised value of $319,900,000, an as expanded value of $342,500,000 and a “go dark” value of $210,000,000.

Environmental Matters. According to a Phase I environmental site assessment dated August 10, 2016, there was no evidence of any recognized environmental condition at the Novo Nordisk Property.

Market Overview and Competition. The Novo Nordisk Property is located in Plainsboro, New Jersey, approximately 47.5 miles northeast of Center City Philadelphia and 51.0 miles southwest of New York City. The Novo Nordisk Property is situated directly off Route 1, in proximity to a network of highways that provide access to northern New Jersey, southern New Jersey, the New Jersey coastline and eastern Pennsylvania. The New Jersey Turnpike/Interstate-95 is located approximately 10 miles southwest from the Novo Nordisk Property. The Novo Nordisk Property is located approximately 10 minutes from the Princeton Junction Train Station that provides connections to Philadelphia, MetroPark (in Iselin), and New York City though NJ Transit service (Northeast Corridor Line) and Amtrak. The train station can be accessed by Novo employees through a shuttle service provided by Novo. The Novo Nordisk Property also benefits from a NJ Transit Bus Stop near the intersection of Scudders Mill Road and Novo Nordisk Way. Additionally, Newark Liberty International Airport is located less than 40 miles north of the Novo Nordisk Property. There is a wide range of lodging and retail options along Route 1, as well as the amenities in the 2,200-acre Princeton Forrestal Center Office Park and Princeton Forrestal Village. The Novo Nordisk Property has direct internal access to the adjacent 62-room Holiday Inn Express, which features a 250-seat auditorium and various meeting rooms, which are routinely utilized by Novo; as well as a connection to the 364-room Crowne Plaza Princeton Hotel and Conference Center in Princeton Forrestal Center via a connector bridge.

According to the appraisal, the 2015 estimated population within a one-, three- and five-mile radius of the Novo Nordisk Property was 2,771, 52,301, and 106,798, respectively, with an estimated 2015 average household income in the same radii of $196,127, $147,640 and $148,940, respectively. According to a third party market research report, the Novo Nordisk Property is located in the Class A Princeton submarket, which has been one of the strongest office submarkets in New Jersey over the past 20 years. As of the second quarter of 2016, the Class A Princeton submarket contained approximately 21.2 million square feet of office space, a vacancy rate of 10.8% and average asking rent of $26.69 per square foot on a full service gross basis. The Class A Princeton submarket is dominated by companies in the life sciences and financial services industries, including notable corporations such as Bristol-Myers Squibb, Bloomberg Financial Services, Sandoz, Otsuka, and Janssen Pharmaceutical. The largest lease signings occurring in 2016 in the northern New Jersey office market included the 334,835 square-foot renewal signed by Bank Of America at 101 Hudson St in the Hudson Waterfront market; the 301,800 square-foot deal signed by Daiichi Sankyo Pharma at 211 Mount Airy Rd in the Somerset/I-78 market; and the 130,246 square-foot lease signed by Quest Diagnostics at 500 Plaza Dr in the Meadowlands market.

 

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

 

17 

 

NOVO NORDISK

 

The following table presents certain information relating to comparable office properties to the Novo Nordisk 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
14 Sylvan Way Parsippany, NJ 2013/NAV 3 203,000 100.0% 46.6 miles Wyndham Worldwide July 2014 /
15 Yrs
203,000 $25.36 NNN

45 Waterview Blvd.

Parsippany, NJ

1997/2010 4 106,680 100.0% 48.9 miles DSM Nutrional Products Dec 2009 /
18 Yrs
106,680 $21.70 NNN
100 College Road West Princeton, NJ 2000/NAV 3 154,101 100.0% 3.2 miles Sandoz Oct 2014 /
12 Yrs
154,101 $26.01 NNN

22 Sylvan Way

Parsippany, NJ

2000/NAV 3 249,409 100.0% 46.5 miles Wyndham Worldwide Sep 2011 /
15 Yrs
249,409 $23.27 NNN

2 Giralda Farms

Madison, NJ

2000/NAV 3 146,366 100.0% 43.8 miles Merck April 2014 /
10 Yrs
146,366 $22.50 NNN
(1)Information obtained from the appraisal and third party research report.

The Borrower. The borrower is Princeton HD Owner 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 Novo Nordisk Whole Loan. The Novo Nordisk Whole Loan is not structured with a warm-body / warm-entity non-recourse carveout guarantor. The borrower is the sole party liable for any breach or violation of the non-recourse provisions in the loan documents. The borrower agreed to purchase a $15.0 million environmental insurance policy for a term of eight years, which is three years after the ARD.

The Sponsor. Princeton HD Owner LLC is indirectly owned by a joint venture between Hana Financial Investment (“Hana”) (33.3%), HMC Investment Securities (“HMC”) (27.8%), and Mirae Asset Daewoo (“Mirae”) (38.9%). Established in 2006, Hana is a wholly owned subsidiary of Hana Financial Group Inc. and was Korea’s first asset management company to specialize in real estate. With an operating size of $3.9 billion, Hana Asset Management has established a proactive risk management system to create a diverse investment portfolio and contribute to the development of the real estate fund and other alternative investment markets. Based in Seoul, South Korea, HMC provides securities services, including stock brokerage and advisory services. HMC has extensive experience in real estate and offers structured financing, asset securitization, portfolio management and real estate sales. HMC operates a network of 40 branches in South Korea and one branch internationally. HMC generated $472 million of operating income in 2015 and had $197 million in cash and deposits. Mirae is the product of a merger between South Korea’s Mirae Asset Securities and Daewoo Securities. Founded in 1999 and headquartered in Seoul, South Korea, Mirae provides a comprehensive range of services in wealth management, brokerage, investment banking, and overseas business. As of June 2016, Mirae had $92.7 billion of assets under management and is the largest stock brokerage and investment banking firm by market capitalization in South Korea.

Escrows. Note A-2 is currently unfunded; however, the holder of Note A-2 is required to make advances available for (i) approved tenant improvements and leasing commissions (estimated to be $16,580,000) (“Expansion Space TI/LC Advance”) in connection with the exercise of Novo Nordisk Inc.’s right under its lease to take expansion space (the “Expansion Space”) at the Novo Nordisk Property and (ii) earnout funds (estimated to be $23,000,000) (the “Earnout Advance”). The Earnout Advance will be available to be drawn at such time as Novo Nordisk Inc. accepts the Expansion Space under its lease and commences paying rent for such space. Notwithstanding the foregoing, in the event that the Earnout Advances have not been fully drawn on or prior to October 5, 2019, then, on such date, $4,000,000 of the remaining Earnout Advance will be irrevocably waived. The Expansion Space TI/LC Advance will be available at any time prior to July 5, 2021 during the Novo Nordisk Whole Loan term.

The loan documents provide for upfront reserves in the amount of $931,323 for real estate taxes and $39,186 for insurance. The loan documents also provide for ongoing monthly deposits of $465,662 for real estate taxes, $19,593 for insurance premiums, and $3,656 for replacement reserves. The loan documents do not require monthly escrows for the insurance premiums that Novo pays directly pursuant to the Novo lease as long as (i) the Novo lease is in full force and effect and Novo is the sole tenant at the Novo Nordisk Property, (ii) Novo is obligated to pay the insurance premiums directly pursuant to the terms of the Novo lease and the insurance requirements and coverages set forth under the Novo lease have not been modified and are acceptable to administrative agent, (iii) there is no event of default existing under the Novo Nordisk Whole Loan beyond any applicable notice and cure period, (iv) there is no monetary default or material nonmonetary default under the Novo lease, (v) Novo Nordisk A/S maintains a long-term unsecured credit rating by a S&P or Moody’s of at least BBB- or the equivalent rating, and (vi) the borrower provides the administrative agent with evidence of timely payment of such insurance premiums. The borrower is required to provide the administrative agent with evidence reasonably satisfactory to the administrative agent that (i) all insurance that the borrower, as landlord under the Novo lease, is responsible to maintain, including but not limited to any expansion space, pursuant to the Novo lease, is in full force and effect and (ii) all insurance that the borrower, as tenant under the lease for the adjacent helipad (the “Helistop Lease”), is responsible to maintain, pursuant to the Helistop Lease, is in full force and effect. The rent on the Helistop Lease was a one-time payment in 2004 of $100 for an initial term of fifteen years, that extended through July 29, 2019. The borrower is now the tenant under the lease, but there is no further rent payment.

Lockbox and Cash Management. The Novo Nordisk Whole Loan is structured with a lender-controlled hard lockbox, which is already in place, and upfront cash management. The Novo Nordisk Whole Loan requires all rents to be transmitted directly by the tenant into a lockbox account controlled by the lender. Without in any way limiting the foregoing, all rents received by the borrower or manager will be deposited into the clearing account within one business day of receipt, including, but not limited to, any rental subsidy amount paid to the borrower pursuant to the Phase I Option Space Reserve Agreement (as defined below).

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.

 

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NOVO NORDISK

 

The “Phase I Option Space Reserve Agreement” is a deferred purchase price mechanism that requires the borrower to deposit any rent subsidy amount it receives into the locokbox account. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed in accordance with the Novo Nordisk Whole Loan documents. Upon the commencement of a Cash Sweep Period (as defined below), excess cash flow will be controlled by the lender. Additionally, from and after the ARD, all excess cash flow will be applied first to repay the outstanding principal of the Novo Nordisk Whole Loan and then to repay all accrued additional ARD interest.

A “Cash Sweep Period” will commence upon any of the following: (i) the occurrence and continuance of an event of default, that is continuing beyond expiration of any applicable grace, notice and/or cure period; (ii) the occurrence of a Novo Cash Sweep Trigger Event (as defined below); (iii) the failure by the borrower, after the end of a calendar quarter, to maintain a debt service coverage ratio of at least 1.15x; or (iv) the failure by the borrower to repay the Novo Nordisk Whole Loan in full at least one month prior to the ARD. A Cash Sweep Period will end, with respect to clause (i) above, upon the cure of such event of default, provided no other event of default or other event or circumstance that would trigger a Cash Sweep Period has occurred and is continuing; with respect to clause (iii) above, if for six consecutive months since the commencement of the existing Cash Sweep Period (A) no event of default has occurred and is continuing, (B) no other event that would trigger another Cash Sweep Period has occurred and is continuing, and (C) the debt service coverage ratio is at least equal to 1.20x.

A “Novo Cash Sweep Trigger Event” will commence if (a) Novo or Novo Nordisk A/S becomes subject to a bankruptcy proceeding, (b) Novo goes “dark” or vacates all or substantially all of the Novo Nordisk Property, (c) Novo is in default beyond any applicable notice, grace and cure periods of any monetary or material non-monetary obligation under the Novo lease, or (d) the Novo lease or Novo guaranty terminates.

Property Management. The Novo Nordisk Property is managed by Ivy Realty Services, LLC.

Assumption. The borrower has the right to transfer the equity in the ownership structure of the Novo Nordisk Property provided that certain conditions are met, including, but not limited to, (i) the transferee must be a professional investor under Paragraph 1 of Article 249-2 of the Financial Investment Services and Capital Markets Act of Korea, (ii) the sole member of the borrower remains the sole member and owner of 100% of all interest in the borrower and (iii) if requested by the lender, rating agncy confirmation from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-NXS6 certificates and similar confirmation from each rating agency rating any securities backed by the Novo Nordisk Companion Loans 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 provide that the required “all risk” insurance policy must include coverage for terrorism in an amount equal to the full replacement cost of the Novo Nordisk Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

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

 

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IMAG 

 

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.

 

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 MAP

 

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.

 

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No. 3 – Rentar Plaza
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/Moody’s/Morningstar):

NR/NR/NR   Property Type: Mixed Use
Original Principal Balance(1): $60,000,000   Specific Property Type: Industrial/Retail/Office
Cut-off Date Balance(1): $60,000,000   Location: Middle Village, NY
% of Initial Pool Balance: 7.9%   Size: 1,567,208 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $84.23
Borrower Name:

Vertical Industrial Park Associates, a

Limited Partnership 

  Year Built/Renovated: 1974/NAP
Sponsors: Dennis Ratner; Felice Bassin   Title Vesting: Fee
Mortgage Rate: 3.482%   Property Manager: Self-managed
Note Date: August 31, 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: September 5, 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% (8/1/2016)
Seasoning: 1 month    
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): $10,871,449 (12/31/2013)
Call Protection: L(25),GRTR 1% or YM or D(91),O(4)   3rd Most Recent NOI (As of)(3): $12,336,364 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $12,872,742 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $13,108,746 (TTM 6/30/2016)
Additional Debt Type(1): Pari Passu      
         
      U/W Revenues: $24,610,323
      U/W Expenses: $11,992,475
      U/W NOI: $12,617,848
      U/W NCF: $12,069,325
Escrows and Reserves(2):     U/W NOI DSCR(1): 2.71x
      U/W NCF DSCR(1): 2.59x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 9.6%
Taxes $1,311,902 $437,301 NAP   U/W NCF Debt Yield(1): 9.1%
Insurance $230,316 Springing NAP   As-Is Appraised Value: $300,000,000
Replacement Reserves $0 $13,060 NAP   As-Is Appraisal Valuation Date: July 19, 2016
TI/LC $0 $32,650 NAP   Cut-off Date LTV Ratio(1): 44.0%
Primary Tenant Reserve $0 Springing NAP   LTV Ratio at Maturity or ARD(1): 44.0%
             
                 

 

(1)See “The Mortgage Loan” section. 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 Rentar Plaza Whole Loan.

(2)See “Escrows” section.

(3)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Rentar Plaza Mortgage Loan”) is part of a whole loan (the “Rentar Plaza Whole Loan”) that is evidenced by five pari passu promissory notes (Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5) secured by a first mortgage encumbering a mixed-use property located in Middle Village, New York (the “Rentar Plaza Property”). The Rentar Plaza Whole Loan was originated on August 31, 2016 by Natixis Real Estate Capital LLC. The Rentar Plaza Whole Loan had an original principal balance of $132,000,000, has an outstanding principal balance as of the Cut-off Date of $132,000,000 and accrues interest at an interest rate of 3.482% per annum. The Rentar Plaza Whole 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 through the term of the Rentar Plaza Whole Loan. The Rentar Plaza Whole Loan matures on September 5, 2026.

 

The Rentar Plaza Mortgage Loan, evidenced by the non-controlling Note A-2 and Note A-3, which will be contributed to the WFCM 2016-NXS6 Trust, had an aggregate original principal balance of $60,000,000 and have an aggregate outstanding principal balance as of the Cut-off Date of $60,000,000. The controlling Note A-1 and the non-controlling Note A-4 and Note A-5, with an aggregate original principal balance of $72,000,000, are currently held by Natixis Real Estate Capital LLC and are expected to be contributed to a future trust or trusts. Each of the mortgage loans evidenced by Note A-1, Note A-4 and Note A-5 are referred to herein as the “Rentar Plaza 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—The Rentar Plaza Whole Loan” and “Pooling and Servicing Agreement” 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.

 

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Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $40,000,000   Natixis Real Estate Capital LLC Yes
A-2 $30,000,000   WFCM 2016-NXS6 No
A-3 $30,000,000   WFCM 2016-NXS6 No
A-4 $22,000,000   Natixis Real Estate Capital LLC No
A-5 $10,000,000   Natixis Real Estate Capital LLC No
Total $132,000,000      

 

Following the lockout period, the borrower has the right to defease or prepay the Rentar Plaza Whole Loan in whole or in part, on any date before June 5, 2026, provided with regard to preypayment that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. In addition, the Rentar Plaza Whole Loan is prepayable without penalty on or after June 5, 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) February 29, 2020.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $132,000,000   100.0%   Loan payoff(1) $76,939,636   58.3%
          Reserves 1,542,218   1.2
          Closing costs(2) 18,907,751   14.3
          Return of equity 34,610,395   26.2
Total Sources $132,000,000   100.0%   Total Uses $132,000,000   100.0%

 

(1)The Rentar Plaza Property was previously securitized in the WFRBS 2011-C2 transaction.

(2)Closing costs include approximately $15.3 million of defeasance costs.

 

The Property. The Rentar Plaza Property is a 1,567,208 square foot mixed-use property (warehouse, retail and office) located on the south side of Metropolitan Avenue, east of Fresh Pond Road and west of 69th Street in the Middle Village neighborhood of Queens, New York. The Rentar Plaza Property was constructed in 1974, contains three stories, and was built with access ramps large enough to allow tractor-trailers to access the rooftop parking lot and grade-level loading docks. The first and second floors have 24 foot ceiling heights, while the lower level has 33 foot ceiling height. On the lower level and the first floor, the bay size is 26 feet by 28 feet, while on the second level the bays are 26 feet by 52 feet. There are 14 electronically-operated steel overhead doors with 28 interior truck bays in the front of the building, approximately 54 loading docks at the rear of the building and approximately 32 loading docks on the second level. The sponsor has spent over $2.7 million of capital improvements in the Rentar Plaza Property over the past five years and plans to spend an additional $2.5 million over the next three years. The Rentar Plaza Property is situated on approximately 22.0 acres and includes a total of 1,999 parking spots (1,017 at the rear and 982 on the roof of the building), reflecting an overall parking ratio of 1.3 spaces per 1,000 square feet of rentable area.

 

The Rentar Plaza Property features warehouse space (57.3% of net rentable area), big box retail (40.3% of net rentable area) and office (2.5% of net rentable area) and was 100.0% occupied by ten tenants, as of August 1, 2016. The industrial component is primarily occupied by the City of New York, while the retail element is leased to Raymour and Flanigan, BJ’s (sublease), Toys “R” Us and Kmart. The Rentar Plaza Property has been 100% occupied since 2004.

 

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.

 

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The following table presents certain information relating to the tenancies at the Rentar Plaza Property:

 

Major Tenants

 

Tenant Name

Credit Rating (Fitch/

Moody’s/

S&P)(1) 

Tenant
NRSF
% of
NRSF
Annual
U/W Base
Rent

PSF(2)
Annual
U/W Base
Rent(2)
% of Total
Annual

U/W Base
Rent(2)
Sales
PSF(3)
Occupancy Cost(3) Lease
Expiration
Date
                 
Anchor Tenants                
City of New York- DS/BOE AA/Aa2/AA 516,115 32.9% $9.44 $4,873,093 28.8% NAP NAP 2/9/2021
Middle Village Associates(4) NR/NR/NR 265,000 16.9% $10.75 $2,848,750 16.9% NAV NAV 9/30/2024(5)
Raymour and Flanigan NR/NR/NR 174,000 11.1% $12.43 $2,162,000 12.8% NAV NAV 3/31/2024(6)
Kmart NR/NR/NR 146,821 9.4% $12.26 $1,800,000 10.7% $155 12.2% 1/31/2019(7)
Total Anchor Tenants 1,101,936 70.3% $10.60 $11,683,843 69.1%      
               
Major Tenants              
City of New York- DOT AA/Aa2/AA 120,000 7.7% $9.25 $1,110,000 6.6% NAP NAP 9/30/2018(8)
Metropolitan Museum of Art NR/NR/NR 108,650 6.9% $9.33 $1,013,705 6.0% NAP NAP 7/31/2020
Bloomberg L.P. NR/NR/NR 66,000 4.2% $12.50 $825,000 4.9% NAP NAP 3/31/2018(9)
ABCO Refrigeration Supply Corp NR/NR/NR 86,500 5.5% $9.50 $821,750 4.9% NAP NAP 12/31/2023(10)
Total Major Tenants 381,150 24.3% $9.89 $3,770,455 22.3%      
                   
Non-Major Tenants 84,122 5.4% $17.20 $1,446,528 8.6%      
                   
Occupied Collateral Total 1,567,208 100.0% $10.78 $16,900,825 100.0%      
                   
Vacant Space   0 0.0%            
                   
Collateral Total 1,567,208 100.0%            
                   

 

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

(2)The U/W Base Rent includes contractual rent steps through August 31, 2017, totaling $491,029.

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

(4)Middle Village Associates space contains 230,609 square feet of sublease space that is 88.1% leased to 15 tenants, as of August 18, 2016, for a total annual base rent of $4,400,639 ($16.61 per square foot). The three largest sublease tenants are BJ’s Wholesale Club (135,254 square feet, $19.10 per square foot, expires September 30, 2024), Alfa Management Group (27,378 square feet, $17.97 per square foot, expires October 31, 2023) and Jennifer Convertibles (11,700 square feet, $23.00 per square foot, expires June 30, 2025).

(5)Middle Village Associates has one 10-year lease renewal option.

(6)Raymour and Flanigan has one 10-year lease renewal option.

(7)Kmart has two five-year lease renewal options.

(8)City of New York- DOT has the right to terminate their lease at any time upon 180 days prior written notice.

(9)Bloomberg L.P. has two five-year lease renewal options.

(10)ABCO Refrigeration Supply Corp has one five-year lease renewal option remaining.

 

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.

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring
NRSF
% of
Total
NRSF
Cumulative Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
 U/W
Base Rent
% 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 3 224,478 14.3% 224,478 14.3%  $2,487,414 14.7%  $11.08
2019 1 146,821 9.4% 371,299 23.7%  $1,800,000 10.7%  $12.26
2020 1  108,650 6.9% 479,949 30.6%  $1,013,705 6.0%  $9.33
2021 1 516,115 32.9% 996,064 63.6%  $4,873,093 28.8%  $9.44
2022 0 0 0.0% 996,064 63.6% $0 0.0%  $0.00
2023 2 132,144 8.4%  1,128,208 72.0%  $1,715,864 10.2%  $12.98
2024 2  439,000 28.0%  1,567,208 100.0% $5,010,750 29.6%  $11.41
2025 0 0 0.0% 1,567,208 100.0% $0 0.0% $0.00
2026 0 0 0.0% 1,567,208 100.0% $0 0.0% $0.00
Thereafter 0 0 0.0% 1,567,208 100.0% $0 0.0% $0.00
Vacant 0 0 0.0% 1,567,208 100.0% $0 0.0% $0.00
Total/Weighted Average 10 1,567,208 100.0%     $16,900,825 100.0% $10.78

 

(1)Information obtained from the underwritten rent roll.

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

 

The following table presents historical occupancy percentages at the Rentar Plaza Property:

 

Historical Occupancy

 

12/31/2012(1) 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

8/1/2016(2) 

100.0% 100.0% 100.0% 100.0% 100.0%

 

(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 the underwritten net cash flow at the Rentar Plaza 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 $13,756,234 $15,147,954(1) $15,568,805 $15,901,261 $16,900,825(2) 68.7% $10.78
Grossed Up Vacant Space 0 0 0 0 0    0.0    0.00
Total Reimbursables 7,745,665 8,300,576 8,866,301 8,460,371 8,982,760    36.5    5.73
Other Income 17,740 18,043 18,307 22,019 22,019    0.1    0.01
Less Vacancy & Credit Loss

0

0

0

0

(1,295,280)(3)

(5.3)  

(0.83)

Effective Gross Income $21,519,639 $23,466,573 $24,453,413 $24,383,651 $24,610,323    100.0% $15.70
               
Total Operating Expenses $10,648,190 $11,130,209 $11,580,671 $11,274,905 $11,992,475    48.7% $7.65
               
 
 
 
 
 
 
 
 
Net Operating Income $10,871,449 $12,336,364(1) $12,872,742 $13,108,746 $12,617,848    51.3% $8.05
TI/LC 0 0 0 0 391,802    1.6    0.25
Capital Expenditures

0

0

0

0

156,721   

0.6   

0.10

Net Cash Flow $10,871,449 $12,336,364 $12,872,742 $13,108,746 $12,069,325    49.0% $7.70
               
NOI DSCR(4) 2.33x 2.65x 2.76x 2.81x 2.71x     
NCF DSCR(4) 2.33x 2.65x 2.76x 2.81x 2.59x     
NOI DY(4) 8.2% 9.3% 9.8% 9.9% 9.6%     
NCF DY(4) 8.2% 9.3% 9.8% 9.9% 9.1%     

 

(1)The 2014 Base Rent and NOI increase is due to rent bumps. In particular Kmart rent increased by $588,665 and Raymour and Flanigan by $985,188.

(2)U/W Base Rent includes contractual rent steps through August 31, 2017, totalling $491,029.

(3)The underwritten economic vacancy is 5.0%. The Rentar Plaza Property was 100.0% occupied as of August 1, 2016.

(4)The debt service coverage ratios and debt yields are based on the Rentar Plaza 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.

 

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Appraisal. As of the appraisal valuation date of July 19, 2016, the Rentar Plaza Property had an “as-is” appraised value of $300,000,000 and a land value of $96,000,000.

 

Environmental Matters. According to a Phase I environmental assessment dated July 19, 2016, there was no evidence of any recognized environmental conditions at the Rentar Plaza Property. The report identified the historical use of three 20,000-gallon fuel oil underground storage tank (“UST”) systems and a 6,000-gallon diesel fuel UST system located under an asphalt parking lot on the north side of the main building. These USTs were taken out of service and sealed in 1998. In addition, the report identified a 5,000-gallon fuel oil UST system that had been located on the south side of the out-building and was removed in 2002. In lieu of additional subsurface investigation, the lender required the borrower to maintain a $10 million environmental liability policy. The pollution legal liability policy in place expires August 30, 2026, contains an optional three year extended reporting period tail and has a $50,000 deductible. The insurance provider is Steadfast Insurance Company, which has an A.M. Best rating of A+ XV and an S&P rating of “AA-”.

 

Market Overview and Competition. The Rentar Plaza Property is located in Middle Village, Queens County, New York, which is approximately 5.2 miles southeast of Midtown Manhattan. Middle Village is mostly comprised of residential developments that range from one and two-family homes to mid-rise multifamily developments. The Rentar Plaza Property is situated along Metropolitan Avenue, which is home to a mixture of retail and commercial properties. To the east and west of the Rentar Plaza Property are retail and commercial properties and directly across Metropolitan Avenue is a cemetery. The Rentar Plaza Property is accessible from Manhattan, Eastern Long Island and Brooklyn. By car, the subject is accessible by the Long Island Expressway and Woodhaven Boulevard. Bus service is provided along Metropolitan Avenue, and a subway stop is located one block east of the Rentar Plaza Property. LaGuardia Airport is also located to the north of the Rentar Plaza Property in Queens, and JFK International Airport is located to the southeast, also in Queens. According to the appraisal, the 2016 estimated population of Middle Village is 37,246, with an estimated average household income of $90,610.

 

According to a third party market research report, the Rentar Plaza Property is situated within the Central Queens industrial/retail submarket of the Long Island market. According to a third party market research report, as of mid-year 2016, the industrial submarket contained a total office inventory of approximately 20.4 million square feet, overall vacancy rate of 2.2% and average asking rent of $16.30 per square feet on a triple net basis. According to a third party market research report, as of mid-year 2016, the retail submarket contained a total retail inventory of approximately 13.7 million square feet, overall vacancy rate of 2.8% and average asking rent of $38.76 per square foot, on a triple net basis. The Rentar Plaza Property’s average underwritten rent for the big box retail tenants of $12.20 per square foot is below the appraiser’s concluded anchor rent for comparable properties of $35.00 per square foot on a triple net and modified gross basis. The Rentar Plaza Property’s average underwritten rent for the industrial tenants of $9.63 per square foot is below the appraiser’s concluded anchor rent for comparable properties which ranged from $16.00 to $23.00 per square foot on a triple net basis for large to small industrial spaces respectively.

 

Comparable Industrial 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

58-94 54th Street, 

Flushing 

1920 1 17,000 100% 1.8 miles Continental Auto Parts May 2016 / NAV 17,000 $20.00 NNN

200 Stewart Avenue, 

Brooklyn 

1959 1 32,000 100% 2.1 miles Guan Mushroom Dec 2015 / NAV 32,000 $20.00 NNN
39-34 43rd Street, LIC 1972/1998 2 98,000 100% 3.6 miles Neiman Marcus Aug 2015 / NAV 53,000 $18.00 Modified Gross
30-30 47th Avenue, LIC 1926/1996 10 1,083,560 72% 3.8 miles Listing Listing 62,044 $26.00 Modified Gross

17-17 Troutman St., 

Ridgewood 

1949 3 425,925 82% 1.8 miles Listing Listing 75,000 $18.00 Modified Gross

600 Flushing Avenue, 

Brookyln 

1930/2004-2007 8 600,000 22% 3.4 miles Listing Listing 600,000 $24.00 NNN

 

(1)Information obtained from the appraisal and other third party reports.

 

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.

 

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The following table presents certain information relating to comparable retail properties for the Rentar Plaza Property:

 

Comparable Retail 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

445 Albee Square 

Brooklyn, NY 

2016 U/C 4 675,000 84% leased 5.7 miles Century 21 Jul 2015 / NAV 108,885 $27.00 NNN

501 Gateway Drive, 

Brooklyn, NY 

2014 1 602,064 100% 6.1 miles Burlington Coat Factory Jul 2015 / NAV 75,000 $35.00 NNN

501 Gateway Drive, 

Brooklyn, NY 

2014 1 602,064 100% 6.1 miles Shop Rite Jul 2014 / NAV 90,000 $28.00 NNN

184 West 237th Street, 

Bronx, NY 

2015 1 120,860 100% 15.4 miles BJ’s Wholesale Club Aug 2013 / NAV 120,860 $40.00 NNN

517 E 117th Street, 

New York, NY 

2009 5 500,000 98% 9.4 miles Listing Listing 55,000 $40.00 Sublease

165-40 Baisley Blvd, 

Jamaica, NY 

1962 2 255,978 56% 9.2 miles Listing Listing 60,000 $35.00 NNN

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower is Vertical Industrial Park Associates, a Limited Partnership, a New York limited partnership 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 Rentar Plaza Whole Loan. Dennis Ratner and Felice Bassin, the indirect owners of the borrower, are the guarantors of certain nonrecourse carve-outs under the Rentar Plaza Whole Loan.

 

The Sponsors. The sponsors are Dennis Ratner and Felice Bassin, who are the Co-Presidents of Rentar Development Corporation (“RDC”), a fully integrated management and development company. Since the mid-1960s, RDC has developed and managed over three million square feet of industrial and retail space and over one million square feet of condominiums and high end single family homes, mainly in the New York City area. In addition to the Rentar Plaza Property, RDC’s commercial & industrial properties include the Flatlands Industrial Park, New York City’s first industrial park. The Flatlands Industrial Park was developed in stages on 100 acres of raw land in Brooklyn, New York. RDC’s current portfolio of Flatlands buildings includes approximately 1.2 million square feet of warehouse space.

 

Escrows. The loan documents provide for upfront reserves in the amount of $1,311,902 for real estate taxes and $230,316 for insurance premiums. The loan documents also require monthly deposits of $437,301 for real estate taxes, $13,060 for replacement reserves and $32,650 for TI/LC. The loan documents do not require monthly escrows for insurance provided that the borrower deposits and maintains an amount equal to four months’ worth of such deposits; and (i) no event of default has occurred and is continuing; (ii) insurance is provided via one or more blanket insurance policies; and (iii) the borrower provides the lender with timely proof of payment of insurance premiums. In addition, following the occurrence of a Primary Tenant Event (as defined below), the loan documents require monthly deposits of an amount equal to one-sixth of the annual base rent payable by the applicable Primary Tenant(s) (as defined below) until such time as either (i) a Primary Tenant Event Cure (as defined below) has occurred or (ii) an amount equal to the annual base rent for the applicable Primary Tenant(s) has been deposited.

 

A “Primary Tenant Event” will commence (i) upon the date that is 12 months prior to the expiration date of any Primary Tenant lease unless such Primary Tenant lease has been extended; (ii) upon the latest date on which a Primary Tenant must exercise any renewal option available under a Primary Tenant lease if such date is earlier than the date that is 12 months prior to the expiration of such Primary Tenant lease; (iii) if any Primary Tenant gives notice of its intention to terminate its lease; (iv) if a Primary Tenant becomes the subject of a bankruptcy action; (v) if Kmart “goes dark” at its demised space; or (vi) a monetary or material non-monetary default has occurred under a Primary Tenant lease but subject to applicable notice and grace periods; provided, however, the lender acknowledges that the current dispute between Kmart and the borrower concerning responsibility to fix damage to the vermaport is not a material non-monetary default under a Primary Tenant lease.

 

A “Primary Tenant Event Cure” of a Primary Tenant Event will occur if a Primary Tenant Replacement Event (as defined below) has occurred; and with respect to clause (i), (ii) or (iii), if the borrower has deposited an amount equal to one year of base rent under the applicable Primary Tenant lease; or with respect to clause (iv), if the bankruptcy action of the Primary Tenant is dismissed and the Primary Tenant lease is affirmed; with respect to clause (v), if the Primary Tenant re-opens for business for a continuous period of not less than three months; or with respect to clause (vi), if the default under the Primary Tenant lease is cured.

 

A “Primary Tenant Replacement Event” means the termination of any Primary Tenant lease and the borrower entering into one or more new leases for all or substantially all of such Primary Tenant premises with acceptable replacement tenants and upon such terms and conditions as are reasonably acceptable to the lender in all material respects.

 

A “Primary Tenant” means initially any of New York City Department of Transportation, New York City Office of General Services, Middle Village, Kmart, and, thereafter, any acceptable replacement tenant occupying all or substantially all of the respective Primary Tenant premises.

 

Lockbox and Cash Management. The Rentar Plaza Whole Loan requires a lender-controlled lockbox account, which is already in place, and springing cash management. The Rentar Plaza Whole Loan requires all rents to be deposited directly by tenants of the Rentar Plaza Property into the lockbox account. Prior to the occurrence of a Cash Management Period (as defined below), all funds in

 

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.

 

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the lockbox account will be swept to the borrower’s operating account. During a Cash Management Period, all funds in the lockbox account will be swept to a lender-controlled cash management account.

 

A “Cash Management Period” will commence upon the earlier of (i) the occurrence of an event of default under the loan documents which remains uncured after notice and the expiration of any applicable grace period, and (ii) the debt service coverage ratio falling below 1.10x at the end of any calendar quarter. A Cash Management Period will end with respect to clause (ii) above, if for six consecutive months following the commencement of the existing Cash Management Period (a) no event of default has occurred; (b) no event that would trigger another Cash Management Period has occurred; and (c) the debt service coverage ratio is at least 1.15x.

 

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

 

Assumption. The borrower is permitted to transfer the Rentar Plaza 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; (iii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iv) the lender has received confirmation from Fitch, Moody’s and Morningstar that such transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM Series 2016-NXS6 Certificates and similar ratings confirmations from each rating agency rating any securities backed by any Rentar Plaza Companion Loans 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 Rentar Plaza Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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

 

28 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

29 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

30 

 

 

909 POYDRAS

 

 (map)

 

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

 

31 

 

 

909 POYDRAS

 

 (chart)

 

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

 

32 

 

 

909 POYDRAS

 

(Map) 

 

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

 

33 

 

  

No. 4 – 909 Poydras
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar):

NR/NR/NR   Property Type: Office
Original Principal Balance: $45,500,000   Specific Property Type: CBD
Cut-off Date Balance: $45,446,730   Location: New Orleans, LA
% of Initial Pool Balance: 6.0%   Size: 545,157 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(2): $83.36
Borrower Name: Hertz 909 Poydras, LLC   Year Built/Renovated: 1986/2015
Sponsors: William Z. Hertz; Isaac Hertz; Sarah Rachel Gordon   Title Vesting: Fee
Mortgage Rate: 4.4615%   Property Manager: Self-managed
Note Date: August 23, 2016   4th Most Recent Occupancy (As of): 77.4% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 81.5% (12/31/2013)
Maturity Date: September 5, 2026   2nd Most Recent Occupancy (As of): 81.4% (12/31/2014)
IO Period: 0 month   Most Recent Occupancy (As of): 79.9% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 80.8% (8/29/2016)
Seasoning: 1 months    
Amortization Term (Original)(1): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Amortizing, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $3,605,464 (12/31/2013)
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI (As of): $3,871,590 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of): $4,423,556 (12/31/2015)
Additional Debt(2): Yes   Most Recent NOI (As of): $4,217,349 (TTM 5/31/2016)
Additional Debt Type(2): Mezzanine      
      U/W Revenues: $9,061,816
      U/W Expenses: $4,372,519
      U/W NOI: $4,689,297
Escrows and Reserves(3):     U/W NCF: $4,062,366
          U/W NOI DSCR(1)(2): 1.76x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1)(2): 1.52x
Taxes $661,595 $73,511 NAP   U/W NOI Debt Yield(2): 10.3%
Insurance $205,370 $41,074 NAP   U/W NCF Debt Yield(2): 8.9%
Replacement Reserves $1,428,000 $6,814 NAP   As-Is Appraised Value(4): $74,300,000
TI/LC Reserve $2,000,000 Springing NAP   As-Is Appraisal Valuation Date: July 27,2016
Specific TI/LC Reserve $4,820,339 NAP NAP   Cut-off Date LTV Ratio(2): 61.2%
Free Rent Reserve $1,182,407 NAP NAP   LTV Ratio at Maturity or ARD(2): 50.6%
                 
(1)The 909 Poydras Mortgage Loan amortizes based on a specific amortization schedule provided in Annex A-[] of the Preliminary Prospectus.

(2)See “Subordinate and Mezzanine Indebtedness” section. The equity interest in the borrower has been pledged to secure mezzanine indebtedness with an original principal balance of $4,500,000. All statistical information related to the balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the 909 Poydras Mortgage Loan. As of the Cut-off Date, the Cut-off Date Balance per SF, U/W NCF DSCR, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the 909 Poydras Mortgage Loan and the mezzanine indebtedness were $91.61, 1.24x, 8.1%, 67.2% and 55.6%, respectively.

(3)See “Escrows” section.

(4)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “909 Poydras Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering a class A office tower located in New Orleans, Louisiana (the “909 Poydras Property”). The 909 Poydras Mortgage Loan was originated on August 23, 2016 by Natixis Real Estate Capital LLC. The 909 Poydras Mortgage Loan had an original principal balance of $45,500,000, has an outstanding principal balance as of the Cut-off Date of $45,446,730 and accrues interest at an interest rate of 4.4615% per annum. The 909 Poydras Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date, and requires payments of principal and interest based on a specific amortization schedule provided in Annex A-[] of the Preliminary Prospectus. The 909 Poydras Mortgage Loan matures on September 5, 2026.

 

Following the lockout period, the borrower has the right to defease the 909 Poydras Mortgage Loan in whole or in part on any date before June 5, 2026. In addition, the 909 Poydras Mortgage Loan is prepayable without penalty on or after June 5, 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.

 

34 

 

 

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Sources and Uses

 

Sources         Uses      
Original loan amount $45,500,000      91.0%   Loan payoff(1) $34,165,676      68.3%
Mezzanine loan $4,500,000   9.0   Reserves 10,297,712   20.6
          Closing costs 678,093      1.4
          Return of equity 4,858,519       9.7
Total Sources $50,000,000     100.0%   Total Uses $50,000,000      100.0%

 

(1)The 909 Poydras Property was previously securitized in the CGCMT 2006-C5 transaction.

 

The Property. The 909 Poydras Property is a 545,157 square foot, 36-story, class A, multi-tenant office tower located on 0.7 acres in the central business district of New Orleans, Louisiana. The 909 Poydras Property is known as the First Bank and Trust Tower in the New Orleans market. Built in 1986, most of the 909 Poydras Property was renovated in 2014 and 2015 including lobby renovations and partial elevator upgrades. At origination, the borrower deposited $1,428,000 in the replacement reserve to finish the elevator upgrades. The property offers panoramic views of the Mississippi River, French Quarter and New Orleans skyline. The 909 Poydras Property contains a 520 space parking garage on the 2nd through 9th floors, accessible via elevator to the ground floor lobby, resulting in a parking ratio of approximately 1.0 spaces per 1,000 square feet of rentable area. Other building amenities include 24-hour security, on-site management office, on-site banking, sundry store, large building conference facility and on-site restaurant - City Greens.

 

As of August 29, 2016, the 909 Poydras Property was 80.8% leased to 45 tenants and 73.0% occupied. Major tenants include: Stone Pigman Walther Wittmann LLC, which recently executed a lease for 42,748 square feet (7.8% of net rentable area); is expected to take occupancy by August 1, 2017; and commence paying rent on November 1, 2017. Approximately 40.0% of the tenants have been in occupancy at the 909 Poydras Property since 2007.

 

The following table presents certain information relating to the tenancies at the 909 Poydras 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(1)
Lease
Expiration
Date
             
Major Tenants            
Stone Pigman Walther Wittmann LLC(2) NR/NR/NR 42,748 7.8% $19.00 $812,212 10.2% 10/31/2032(3)(4)
Sher Garner Cahill Richter Klain McAlister & Hilbert LLC NR/NR/NR 32,192 5.9% $16.03 $516,002 6.5% 12/31/2027
Kean Miller LLP NR/NR/NR 30,606 5.6% $20.00 $612,120 7.7% 10/31/2028(5)
First Bank and Trust   NR/NR/NR 30,417 5.6% $16.75 $509,485 6.4% 3/31/2026(6)
Barrasso, Usdin, Kupperman, Freeman & Sarver LLC NR/NR/NR 28,592 5.2% $18.45 $527,425 6.7% 12/31/2019(7)
Total Anchor Tenants 164,555 30.2%    $18.09 $2,977,244 37.5%  
           
Non-Major Tenants         276,012 50.6% $17.95 $4,953,912 62.5%  
               
Occupied Collateral Total 440,567 80.8% $18.00 $7,931,156 100.0%  
               
Vacant Space   104,590 19.2%        
               
Collateral Total 545,157 100.0%        
               

 

(1)The U/W Base Rent includes contractual rent steps through August 31, 2017, totaling $297,882.

(2)Stone Pigman Walther Wittmann LLC recently executed a lease for 42,748 square feet (7.8% of net rentable area) and is expected to take occupancy by August 1, 2017. At origination, the borrower deposited $3,752,817 for TI/LC and $1,061,761 for rent concessions for Stone Pigman Walther Wittmann LLC.

(3)Stone Pigman Walther Wittmann LLC allows either two five-year lease renewal options or one 10-year lease renewal option.

(4)Stone, Pigman, Walther Wittmann LLC has a one-time option to terminate up to 20.0% of its space, as of February 28, 2025, upon six months written notice and the payment of a termination fee.

(5)Kean Miller LLP has two five-year lease renewal options.

(6)First Bank and Trust has one five-year lease renewal option.

(7)Barrasso, Usdin, Kupperman, Freeman & Sarver LLC has two five-year lease renewal options.

 

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

 

35 

 

 

909 POYDRAS

 

The following table presents certain information relating to the lease rollover schedule at the 909 Poydras 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 2      14,552 2.7%      14,552 2.7% $269,212 3.4% $18.50
2017 7      44,726 8.2%      59,278 10.9% $757,200 9.5% $16.93
2018 11      52,973 9.7%    112,251 20.6% $970,563 12.2% $18.32
2019 7      53,841 9.9%    166,092 30.5% $1,008,909 12.7% $18.74
2020 9      20,849 3.8%    186,941 34.3% $385,629 4.9% $18.50
2021 8      48,754 8.9%    235,695 43.2% $892,385 11.3% $18.30
2022 0 0 0.0%    235,695 43.2% $0 0.0%   $0.00
2023 6      42,342 7.8%    278,037 51.0% $708,215 8.9% $16.73
2024 1      14,490 2.7%    292,527 53.7% $246,330 3.1% $17.00
2025 1        7,851 1.4%    300,378 55.1% $143,281 1.8% $18.25
2026 5       30,417 5.6%    330,795 60.7% $509,485 6.4% $16.75
Thereafter 9 109,772 20.1%    440,567 80.8% $2,039,946 25.7% $18.58
Vacant 0 104,590 19.2% 545,157 100.0% $0 0.0% $0.00
Total/Weighted Average 66(4) 545,157 100.0%     $7,931,156 100.0% $18.00

 

(1)Information obtained from the underwritten rent roll.

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

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

(4)Multiple tenants operate under more than one lease. There are 45 tenants subject to 66 leases.

 

The following table presents historical occupancy percentages at the 909 Poydras Property:

 

Historical Occupancy

 

12/31/2012(1) 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

8/29/2016(2) 

77.4% 81.5% 81.4% 79.9% 80.8%
         
(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll. As of August 29, 2016, the 909 Poydras Property was 80.8% leased and 73.0% occupied. Stone Pigman Walther Wittmann LLC recently executed a lease for 42,748 square feet (7.8% of net rentable area) is expected to take occupancy by August 1, 2017.

 

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 909 Poydras Property:

 

Cash Flow Analysis

 

  2013   2014   2015   TTM 5/31/2016   U/W   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent $7,213,771   $7,543,189   $7,579,407   $7,528,294   $7,931,156 (1)   87.5%   $14.55  
Grossed Up Vacant Space 0   0   0   0   1,909,879   21.1      3.50  
Total Reimbursables 1,002,484   1,109,453   1,313,773   1,201,072   1,060,657   11.7      1.95  
Other Income 171,061   112,625   65,659   73,507   70,003   0.8      0.13  
Less Free Rent (564,569)   (396,775)   (170,146)   (151,422)   0   0.0      0.00  
Less Vacancy & Credit Loss

0

 

0

 

0

 

0

 

(1,909,879)(2)

 

(21.1)  

 

(3.50)

 
Effective Gross Income $7,822,747   $8,368,492   $8,788,693   $8,651,451   $9,061,816   100.0%   $16.62  
                             
Total Operating Expenses $4,217,283   $4,496,902   $4,365,137   $4,434,102   $4,372,519   48.3%   $8.02  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Net Operating Income $3,605,464   $3,871,590   $4,423,556   $4,217,349   $4,689,296   51.7%   $8.60  
TI/LC 0   0   0   0   545,157   6.0      1.00  
Capital Expenditures

0

 

0

 

0

 

0

 

81,774

 

0.9   

 

0.15

 
Net Cash Flow $3,605,464   $3,871,590   $4,423,556   $4,217,349   $4,062,366   44.8%   $7.45  
                             
NOI DSCR 1.35x   1.45x   1.66x   1.58x   1.76x          
NCF DSCR 1.35x   1.45x   1.66x   1.58x   1.52x          
NOI DY 7.9%   8.5%   9.7%   9.3%   10.3%          
NCF DY 7.9%   8.5%   9.7%   9.3%   8.9%          

 

(1)U/W Base Rent includes contractual rent steps through August 31, 2017, totalling $297,882.

(2)The underwritten economic vacancy is 17.4%. The 909 Poydras Property was 80.8% leased and 73.0% occupied as of August 29, 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.

 

36 

 

 

909 POYDRAS

 

Appraisal. As of the appraisal valuation date of July 27, 2016, the 909 Poydras Property had an “as-is” appraised value of $73,100,000, a hypothetical value of $74,300,000 assuming the Stone Pigman Walther Wittman LLC lease is in place and an as-stabilized value of $79,600,000 assuming a stabilized occupancy of 90.0%, as of July 27, 2018. The Cut-off Date LTV Ratio using the “as-is” value is 62.2%.

 

Environmental Matters. According to a Phase I environmental site assessment dated August 1, 2016, there was no evidence of any recognized environmental conditions at the 909 Poydras Property.

 

Market Overview and Competition. The 909 Poydras Property is located in the New Orleans central business district, within walking distance of many demand drivers, including the French Quarter, Mercedes-Benz Superdome, Smoothie King Center (the NBA’s New Orleans Pelicans home court), the Port of New Orleans and four casinos. Additionally, the property is in close proximity to the Federal Court House, the Circuit Court of Appeals, New Orleans City Hall, the Orleans Parish Civil Court and Lafayette Square. Access to the 909 Poydras Property is provided by Poydras Street, O’Keefe Avenue and Penn Street. US Highway 90 is located approximately 0.7 miles south of the 909 Poydras Property and provides regional access, as well as direct access to Interstate 10. The property is also in close proximity to major public transportation lines (bus and street car) including the St. Charles at Poydras Station and Poydras Station, which are located three blocks and nine blocks east, respectively. Additionally, the 909 Poydras Property is located approximately 15.8 miles east of Louis Armstrong New Orleans International Airport and approximately 3.8 miles east of Tulane University.

 

According to the appraisal, the 909 Poydras Property is located in the New Orleans/Metairie/Kenner office market, located along the bank of the Mississippi River, and home to several multi-national companies, including those related to energy, healthcare, education, leisure and government services industries. Top employers in the New Orleans/Metairie/Kenner office market include the Naval Air Station Joint Reserve Base New Orleans, Louisiana State University Health, Northrop Grumman, Ochsner Clinic Foundation, Charity Hospital of Louisiana, Medical Center – Louisiana New Orleans, University Hospital, and Tulane University. According to the appraisal, as of the second quarter of 2016, the New Orleans/Metairie/Kenner class A office market contained a total inventory of approximately 12.2 million square feet, overall vacancy rate of 8.6% and average asking rent of $18.96 per square foot on a gross basis. In addition, the New Orleans/Metairie/Kenner class A office market experienced net absorption of approximately negative 1,700 square feet in the second quarter 2016.

 

The following table presents certain information relating to comparable office properties for the 909 Poydras 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
Freeport McMoRan Building, 1615 Poydras Street, New Orleans, LA 1984/2006 23 507,737 96.0% 0.5 miles Chapterspot April 2015 / 5 Yrs 4,154 $17.00 Full Service
1555 Poydras Street, New Orleans, LA 1981/NAV 22 467,671 79.0% 0.4 miles AECOM March 2013 / 5 Yrs 3,833 $17.94 Full Service
Poydras Center, 650 Poydras Street, New Orleans, LA 1983/NAV 28 453,255 90.0% 0.3 miles Wilson Eisner July 2016 / 5 Yrs 3,988 $18.50 Full Service
400 Poydras Tower, 400 Poydras Street, New Orleans, LA 1983/NAV 33 599,406 82.0% 0.3 miles Lewis Brisbois Bisgaard May 2015 / 5 Yrs 5,023 $18.83 Full Service
1250 Poydras and 639 Loyola Office Towers, 1250 Poydras Street and 639 Loyola Avenue, New Orleans, LA 1978/2007 24 946,340 96.0% 0.2 miles Confidential Jan2016 / 3 Yrs 969 $19.50 Base Year Stop
1515 Poydras Street, New Orleans, LA 1983/NAV 27 529,474 80.0% 0.4 miles Undisclosed May 2016 / 1 Yr 2,309 $17.50 Full Service
Energy Centre, 1100 Poydras Street, New Orleans, LA 1984/NAV 39 757,275 91.0% 0.1 miles Undisclosed June 2016 / 5 Yrs 3,124 $19.50 Full Service
One Shell Square, 701 Poydras Street, New Orleans, LA 1972/2015 51 1,249,500 97.0% 0.1 miles Undisclosed July 2015 / 3 Yrs 2,085 $19.75 Full Service

 

(1)Information obtained from the appraisal

 

The Borrower. The borrower is Hertz 909 Poydras, 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 909 Poydras Mortgage Loan. William Z. Hertz, Isaac Hertz and Sarah Rachel Gordon, the direct owners of the borrower, are the guarantors of certain nonrecourse carve-outs under the 909 Poydras Mortgage Loan.

 

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

 

37 

 

 

909 POYDRAS

 

The Sponsors. The sponsors are William Z. Hertz, Isaac Hertz and Sarah Rachel Gordon of the Hertz Investment Group. The Hertz Investment Group is a national real estate investment and management company currently headquartered in Santa Monica, California. The company’s business plan focuses its acquisition strategy towards secondary central business districts and state capitals. Since its founding in 1977 by Judah Hertz, the company has grown to own and manage approximately 21.6 million square feet of commercial real estate. In addition to the 909 Poydras Property, the Hertz Investment Group currently owns four other assets on Poydras Street in New Orleans (650 Poydras, 400 Poydras, 1100 Poydras and 701 Poydras). The five assets total approximately 3.6 million square feet within the New Orleans central business district. The sponsors have previously been involved in eight defaulted loans that were resolved via discounted pay off, deed-in-lieu of foreclosure, friendly foreclosure or currently being worked out. 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: $661,595 for real estate taxes; $205,370 for insurance premiums; $1,428,000 for replacement reserves related to elevators upgrades; $2,000,000 for TI/LC; $4,820,339 for specific tenant TI/LC ($3,752,817 for Stone Pigman Walther Wittmann LLC); and $1,182,407 for free rent ($1,061,761 for Stone Pigman Walther Wittmann LLC). Additionally, the loan documents require monthly deposits of $73,511 for real estate taxes, $41,074 for insurance premiums and $6,814 for replacement reserves. If, at any time during the 909 Poydras Mortgage Loan term, the balance of the TI/LC reserve falls below $1,000,000, the loan documents require monthly deposits of $45,430.

 

Lockbox and Cash Management. The 909 Poydras Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower and property manager direct all tenants to pay rent 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. Funds deposited into the lockbox account are required to be swept on a daily basis into a cash management account controlled by the lender and applied and disbursed in accordance with the loan documents. Following the occurrence of a Cash Trap Period (as defined below), excess cash will be held as additional collateral for the 909 Poydras Mortgage Loan. Upon the termination of any Cash Trap Period, excess cash will no longer be held by the lender and, provided that no event of default has occurred and is continuing (and no other Cash Trap Period is then in effect), all amounts then on deposit in the lockbox account will be disbursed to the borrower.

 

A “Cash Trap Period” will commence upon the earlier of (i) the occurrence of an event of default; (ii) the combined debt service coverage ratio falling below 1.05x at the end of any calendar quarter; or (iii) the occurrence of a 909 Poydras Mezzanine Loan default. A Cash Trap Period will end with respect to the clause (i) above, if the lender accepts a cure of the event of default giving rise to such Cash Trap Period (and no other Cash Trap Period is then continuing); with respect to clause (ii) above, if for six consecutive months since the commencement of the existing Cash Trap Period (A) no event of default has occurred, (B) no event that would trigger another Cash Trap Period has occurred, and (C) the combined debt service coverage ratio is at least equal to 1.05x; or with respect to the clause (iii) above, upon receipt of a 909 Poydras Mezzanine Loan default revocation notice.

 

Property Management. The 909 Poydras Property is managed by an affiliate of the borrower.

 

Assumption. The borrower is permitted to transfer the 909 Poydras 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; (iii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iv) the lender has received rating agency confirmation from Fitch, Moody’s and Morningstar that such transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM Series 2016-NXS6 Certificates.

 

Partial Release. Not Permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Natixis Real Estate Capital LLC (in such capacity, the “909 Poydras Mezzanine Lender”) has originated a $4,500,000 mezzanine loan (the “909 Poydras Mezzanine Loan”) to an affiliate of the borrower. The 909 Poydras Mezzanine Loan is subject to an intercreditor agreement between the lender and the 909 Poydras Mezzanine Lender. The 909 Poydras Mezzanine Loan had an initial term of 120 months and has a remaining term as of the Cut-off Date of 119 months. The 909 Poydras Mezzanine Loan accrues interest at an interest rate of 12.000% per annum and requires payments of principal and interest based on a specific amortization schedule provided in Annex A-[] of the Preliminary Prospectus. The 909 Poydras Mezzanine Lender has the right to transfer its interest in the 909 Poydras Mezzanine Loan at its discretion.

 

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 909 Poydras Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Windstorm Insurance. The loan documents require windstorm insurance covering the full insurable value of the 909 Poydras Property during the loan term. At the time of closing, the 909 Poydras Property has windstorm insurance coverage.

 

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

 

38 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

 

39 

 

 

THE FALLS

 

 

 

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

 

40 

 

 

THE FALLS

 

 

 

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

 

41 

 

 

THE FALLS

 

 

 

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

 

42 

 

 

THE FALLS

 

 

 

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

 

43 

 

  

No. 5 – The Falls
 
Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/ Moody’s/Morningstar):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $34,500,000   Specific Property Type: Regional Lifestyle Center
Cut-off Date Balance(1): $34,500,000   Location: Miami, FL
% of Initial Pool Balance: 4.6%   Size: 839,507 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $178.68
Borrower Name: The Falls Shopping Center Associates LLC   Year Built/Renovated: 1980/1996
Sponsor: Simon Property Group, L.P.   Title Vesting: Fee
Mortgage Rate: 3.450%   Property Manager: Self-managed
Note Date: August 15, 2016   4th Most Recent Occupancy (As of): 97.9% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 98.0% (12/31/2013)
Maturity Date: September 1, 2026   2nd Most Recent Occupancy (As of): 96.9% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of): 96.8% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 97.5% (6/30/2016)
Seasoning: 1 month    
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): $18,042,239 (12/31/2013)
Call Protection: L(25),D(88),O(7)   3rd Most Recent NOI (As of): $18,192,092 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $18,760,813 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $18,892,960 (TTM 5/31/2016)
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $26,057,960
      U/W Expenses: $7,632,172
          U/W NOI: $18,425,787
    U/W NCF: $17,630,606
          U/W NOI DSCR(1): 3.51x
Escrows and Reserves(2):       U/W NCF DSCR(1): 3.36x
          U/W NOI Debt Yield(1): 12.3%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield(1): 11.8%
Taxes $0 Springing NAP   As-Is Appraised Value: $305,000,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Date: July 14, 2016
Replacement Reserves $0 Springing $335,803   Cut-off Date LTV Ratio(1): 49.2%
TI/LC Reserve $0 Springing $2,098,768   LTV Ratio at Maturity or ARD(1): 49.2%
             

 

(1)See “The Mortgage Loan” section. 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 Falls Whole Loan.

(2)See “Escrows” section.

(3)See “Historical Occupancy” section.

 

The Mortgage Loan. The mortgage loan (“The Falls Mortgage Loan”) is part of a whole loan (“The Falls Whole Loan”) evidenced by four promissory notes (Note A-1, Note A-2, Note A-3 and Note A-4) secured by a first mortgage encumbering a regional lifestyle center located in Miami, Florida (“The Falls Property”). The Falls Whole Loan was co-originated on August 15, 2016 by UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 10019 (“UBS AG, 1285 Branch”) and Goldman Sachs Mortgage Company. The Falls Whole Loan had an original principal balance of $150,000,000, has an outstanding principal balance as of the Cut-off Date of $150,000,000 and accrues interest at an interest rate of 3.450% per annum. The Falls Whole 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 through the term of The Falls Whole Loan. The Falls Whole Loan matures on September 1, 2026.

 

The Falls Mortgage Loan, evidenced by the non-controlling Note A-2 and Note A-3, which will be contributed to the WFCM 2016-NXS6 Trust, had an aggregate original principal balance of $34,500,000 and has an aggregate outstanding principal balance as of the Cut-off Date of $34,500,000. The controlling Note A-1 had an original principal balance of $45,500,000 and is currently held by UBS AG, 1285 Branch. The remaining non-controlling Note A-4 (together with Note A-1, “The Falls Companion Loans”) had an original principal balance of $70,000,000 and is currently held by Goldman Sachs Mortgage Company (see “Note Summary” below). The Falls Companion Loans are expected to be contributed to one or more future trusts. The lender provides no assurances that any non-securitized pari passu notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Falls 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.

 

44 

 

 

THE FALLS

 

Note Summary

 

Notes Original Balance   Note Holder Controlling
Interest
A-1 $45,500,000   UBS AG, 1285 Branch Yes
A-2 $19,500,000   WFCM 2016-NXS6 No
A-3 $15,000,000   WFCM 2016-NXS6 No
A-4 $70,000,000   Goldman Sachs Mortgage Company No
Total $150,000,000      

 

Following the lockout period, the borrower has the right to defease The Falls Whole Loan in whole, but not in part, on any date on or before February 1, 2026. In addition, The Falls Whole Loan is prepayable without penalty after February 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) October 1, 2019.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $150,000,000   100.0%   Loan payoff $102,791,929      68.5%
          Closing costs 983,418    0.7
        Return of equity 46,224,653    30.8 
Total Sources $150,000,000    100.0%   Total Uses $150,000,000   100.0%

 

The Property. The Falls Property consists of the fee interest in an open-air, single-story, regional lifestyle center situated on a 61.6-acre site located in Miami, Florida. The Falls Property is located off US Highway 1 (Dixie Highway), approximately 2.8 miles east of the Florida Turnpike and approximately 13.0 miles southwest of the Miami central business district. Built in 1980, The Falls Property contains approximately 839,507 square feet of retail space and is considered one of the largest open-air shopping centers in the United States. The Falls Property contains covered walkways surrounded by a million-gallon waterscape and lush tropical foliage. Amenities at The Falls Property include mobile device charging stations, a Ticketmaster booth at guest services, valet parking and free Wi-Fi.

 

Anchor tenants at The Falls Property include Macy’s (230,000 square feet), Bloomingdale’s (225,000 square feet) and Regal Cinemas (12 screens). The collateral includes three ground lease outparcels, which are leased to The Fresh Market (21,720 square feet), Red Robin Gourmet Burgers (6,223 square feet), and Sun Bank of Miami, which represents one square foot of the net rentable area. The Falls Property features approximately 94 tenants, including a diverse mix of nationally recognized retailers such as American Girl, Love Culture, The Gap/Gap Kids, Apple Store, Express, Victoria’s Secret, Brooks Brothers, Hollister Co., Abercrombie & Fitch, American Eagle Outfitters, and Williams-Sonoma as well as several restaurants including BJ’s Restaurant and Brewhouse, P.F. Chang’s China Bistro, BRIO Tuscan Grille, and T.G.I. Fridays.

 

As of the trailing 12-month period ending June 2016, total reported sales were approximately $208.0 million. The Falls Property’s comparable inline sales (<10,000 square feet) are $617 per square foot, with an occupancy cost of 12.8%. As of the trailing 12-month period ending June 2016, Apple Store reported $4,432 sales per square foot and total sales of approximately $37.0 million. Excluding Apple Store, The Falls Property generated comparable inline sales of $460 per square foot, with occupancy costs of 17.3%.

 

The Falls Property has added nine new tenants in 2016 totaling 34,234 square feet, including Charming Charlie (3,974 square feet), Hanna Andersson (1,905 square feet) and Motherhood Maternity (1,633 square feet) that have executed leases, but have not yet opened for business or begun paying rent and A’Gaci (7,559 square feet), which has a lease out for signature. As of June 30, 2016, The Falls Property was approximately 97.5% leased including all anchor tenants, temporary tenants and tenants with executed leases or lease out for signature that are not yet open and operating. Excluding tenants that are not yet open for business, The Falls Property is 95.7% occupied.

 

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

 

45 

 

 

THE FALLS

 

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

 

Major Tenants

 

Tenant Name Credit Rating
(Fitch/

Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W
Base
Rent
PSF(2)
Annual
U/W Base
Rent(2)
% of
Total Annual
U/W
Base
Rent
Sales PSF(3) Occupancy Cost(3) Lease
Expiration
Date
                   
Anchor Tenants                  
Regal Cinemas B+/B1/B+ 39,746 4.7% $13.96 $554,854 3.4% $495,336(4) 15.0% 1/31/2019(5)
Macy’s NR/Baa2/BBB 230,000 27.4% $2.28 $525,000 3.2% $140 2.5% 7/31/2027(6)
Bloomingdale’s NR/Baa2/BBB 225,000 26.8% $0.00(7) $0(7) 0.0%(7) $92 1.2% 1/28/2022(8)
Total Anchor Tenants 494,746 58.9% $2.18 $1,079,854 6.6%      
                   
Major Tenants (> 10,000 square feet)                
American Girl BBB+/Baa1/BBB 15,840 1.9% $56.28 $891,475 5.5% $455 12.0% 2/28/2023(9)
The Gap/Gap Kids BB+/Baa2/BB+ 11,365 1.4% $45.00 $511,425 3.1% $283 25.8% 1/31/2018
Love Culture NR/NR/NR 12,152 1.4% $26.41 $320,972 2.0% $105 25.2% 6/30/2022
Total Major Tenants 39,357 4.7% $43.80 $1,723,872 10.6%      
                   
Outparcel / Ground Lease / Non-Major Tenants(10)(11) 284,330 33.9% $46.81 $13,487,118 82.8%      
                   
Occupied Collateral Total(10) 818,433 97.5% $19.69 $16,290,844 100.0%      
                   
Vacant Space   21,074 2.5%            
                   
Collateral Total 839,507 100.0%            
                   

 

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

(2)Annual U/W Base Rent includes base rent and contractual rent steps through April 2017 for non-investment grade tenants and August 2017 for investment-grade tenants totaling $217,973.

(3)Sales PSF and Occupancy Cost are based on the trailing 12-month period ending June 30, 2016.

(4)Regal Cinemas has 12 screens at The Falls Property, which results in sales of $495,336 per screen.

(5)Regal Cinemas has one, five-year renewal option.

(6)Macy’s has five, 10-year renewal options.

(7)Bloomingdale’s pays percentage rent at 2.7% of sales, but only for sales above a $30.0 million breakpoint. Bloomingdale’s 2015 sales were $23,100,750.

(8)Bloomingdale’s has the right to terminate its lease at any time with 18 months’ notice; provided, however, if the termination date falls within the period of October 1 of any year through February 1 of the following year, and Bloomingdale’s is open and operating on the foregoing October 1, then the termination date shall be extended to February 1 of such following year. Further, upon the date Bloomingdale’s exercises its right to terminate, it shall be released from the operating covenant and shall no longer be required to continuously operate all or any part of its premises. If Bloomingdale’s is no longer continuously operating, from the date of such closure and for the balance of the term, Bloomingdale’s is obligated to pay annual base rent ($300,000 annually prorated through the termination date) if they discontinue operations after giving notice of exercising its termination right.

(9)American Girl has one, five-year renewal option.

(10)Outparcel / Ground Lease / Non-Major Tenants Annual U/W Base Rent PSF and Occupied Collateral Total Annual U/W Base Rent PSF excludes Sun Bank of Miami, which is subject to a ground lease; however, its rent and square footage is included in the Annual U/W Base Rent and Tenant NRSF. Sun Bank of Miami represents 1 square foot of the Tenant NRSF and Annual U/W Base Rent of $177,100.

(11)Non-Major Tenants includes three tenants totaling 7,512 square feet (Charming Charlie: 3,974 square feet, Hanna Andersson: 1,905 square feet and Motherhood Maternity: 1,633 square feet) that have executed leases, but have not opened for business or begun paying rent and one tenant (A’Gaci: 7,559 square feet), which has a lease out for signature. We cannot assure you that these four tenants will take occupancy or begin paying rent as anticipated.

 

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

 

46 

 

 

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

 

Historical Sales (PSF) and Occupancy Costs(1)(2)(3)

 

Tenant 2013 2014 2015 TTM June
2016
TTM June 2016 Occupancy
Cost
           
Anchors          
Macy’s $153 $146 $142 $140 2.5%
Bloomingdale’s $129 $115 $103 $92 1.2%

Regal Cinemas(4)

$499,149 $469,077 $505,116 $495,336 15.0%
           
Top 15 Non-Anchor Tenants          
American Girl $803 $675 $526 $455 12.4%
Love Culture $189 $130 $108 $105 25.2%
The Gap/Gap Kids $408 $344 $290 $283 25.8%
Express $359 $277 $276 $268 22.3%
Victoria’s Secret $853 $772 $745 $723 12.9%
Brooks Brothers $431 $416 $337 $290 20.5%
BJ’s Restaurant and Brewhouse $642 $535 $558 $571 8.0%
Apple Store(5) $5,361 $5,013 $4,553  $4,432  1.6%
P.F. Chang’s China Bistro $836 $767 $781 $769 8.0%
BRIO Tuscan Grille $705 $587 $592 $587 8.3%
T.G.I. Fridays $506 $478 $475 $464 10.7%
Hollister Co. $529 $434 $317 $276 25.5%
Abercrombie & Fitch $591 $419 $317 $303 29.7%
American Eagle Outfitters(6) NAV  $225 $265 $267 27.6%
Williams-Sonoma $296 $295 $277 $276 23.4%
           
Total Comparable Inline $700(7) $666  $631  $617  12.8%
           
Total Comparable Inline (Excluding Apple) $508(7) $487  $469  $460  17.3%

 

(1)Historical Sales (PSF) and Occupancy Costs were provided by the borrower.

(2)Historical Sales (PSF) are based on leased square footage during each given period as some tenants listed may have expanded or contracted their leased square footage during such given time period.

(3)Historical Sales (PSF) and Occupancy Costs reflect those tenants who reported sales for three consecutive years.

(4)Historical Sales (PSF) for Regal Cinemas reflect the sales per screen based on 12 screens.

(5)A possible contributing factor to the drop in Sales PSF between 2014 to 2015 and 2015 to TTM June 2016 is a result of Apple Store amending its sales accounting methodology. Apple amended the way in which the company accounted for bulk purchases to resellers and ceased to report these bulk sales.

(6)American Eagle Outfitters took occupancy of its space in 2014.

(7)2013 Sales (PSF) excludes American Eagle Outfitters, Kay Jewelers and L’OCCITANE as they took occupancy of their space in 2014.

 

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

 

Lease Expiration Schedule(1)(2)(3)

 

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(4)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2016 3 4,795 0.6% 4,795 0.6% $317,249 1.9% $66.16
2017 11 39,576 4.7% 44,371 5.3% $2,020,023 12.4% $51.04
2018 9 30,338 3.6% 74,709 8.9% $1,627,043 10.0% $53.63
2019 14 66,092 7.9% 140,801 16.8% $1,923,999 11.8% $29.11
2020 8 18,673 2.2% 159,474 19.0% $1,116,523 6.9% $50.31(5)
2021 2 2,386 0.3% 161,860 19.3% $97,191 0.6% $40.73
2022 15 294,276 35.1% 456,136 54.3% $2,292,456 14.1% $7.79
2023 11 48,381 5.8% 504,517 60.1% $2,418,071 14.8% $49.98
2024 8 29,682 3.5% 534,199 63.6% $1,459,860 9.0% $49.18
2025 3 10,921 1.3% 545,120 64.9% $641,085 3.9% $58.70
2026 3 10,366 1.2% 555,486 66.2% $443,248 2.7% $42.76
Thereafter 7 262,947 31.3% 818,433 97.5% $1,934,096 11.9% $7.36
Vacant 0 21,074 2.5% 839,507 100.0% $0 0.0% $0.00
Total/Weighted Average 94 839,507 100.0%     $16,290,844 100.0% $19.69

 

(1)Information obtained from the underwritten rent roll.

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

(3)Includes executed leases or lease out for signature that have not yet commenced as of June 30, 2016.

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

(5)Annual U/W Base Rent PSF excludes Sun Bank of Miami, which is subject to a ground lease; however, its rent is included in the Annual U/W Base Rent. Sun Bank of Miami represents 1 square foot of the Expiring NRSF and Annual U/W Base Rent of $177,100.

 

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

 

47 

 

 

THE FALLS

 

The following table presents historical occupancy percentages at The Falls Property:

 

Historical Occupancy

 

12/31/2012(1) 

12/31/2013(1) 

12/31/2014(1)

12/31/2015(1) 

6/30/2016(2)(3)

97.9% 98.0% 96.9% 96.8% 97.5%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)6/30/2016 includes three tenants totaling 7,512 square feet (Charming Charlie: 3,974 square feet, Hanna Andersson: 1,905 square feet and Motherhood Maternity: 1,633 square feet) that have executed leases, but have not opened for business or begun paying rent and one tenant (A’Gaci: 7,559 square feet) with a lease out for signature. We cannot assure you that these four tenants will take occupancy or begin paying rent as anticipated. Occupancy excluding these four tenants is 95.7%.

 

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 Falls Property:

 

Cash Flow Analysis

 

  2013   2014   2015  

TTM

5/31/2016

  U/W   % of U/W Effective Gross Income   U/W $
per SF
Base Rent(1) $15,706,373   $15,680,772   $15,869,567   $16,137,986   $16,290,844   62.5%   $19.41  
Grossed up Vacant Space 0   0   0   0   966,050   3.7   1.15  
Straight Line Rent(2) 0   0   0   0   118,299   0.5   0.14  
Percentage Rent(3) 639,974   574,971   528,048   409,738   133,861   0.5   0.16  
Total Reimbursables 8,160,975   8,865,228   9,080,068   8,919,103   8,845,637   33.9   10.54  
Other Income(4) 1,111,114   1,200,768   1,135,747   1,083,681   1,021,003   3.9   1.22  
Less Vacancy & Credit Loss(5)

(4,771)

 

(15,498)

 

(21,281)

 

(172,862)

 

(1,317,735)

 

(5.1)

 

(1.57)

 
Effective Gross Income $25,613,665   $26,306,241   $26,592,149   $26,377,646   $26,057,960   100.0%   $31.04  
                             
Total Operating Expenses $7,571,426   $8,114,149   $7,831,336   $7,484,686   $7,632,172   29.3%   $9.09  
                             
Net Operating Income $18,042,239   $18,192,092   $18,760,813   $18,892,960   $18,425,787   70.7%   $21.95  
TI/LC 0   0   0   0   618,885   2.4   0.74  
Capital Expenditures

0

 

0

 

0

 

0

 

176,296

 

0.7

 

0.21

 
Net Cash Flow $18,042,239   $18,192,092   $18,760,813   $18,892,960   $17,630,606   67.7%   $21.00  
                           
NOI DSCR(6) 3.44x   3.47x   3.58x   3.60x   3.51x          
NCF DSCR(6) 3.44x   3.47x   3.58x   3.60x   3.36x          
NOI DY(6) 12.0%   12.1%   12.5%   12.6%   12.3%          
NCF DY(6) 12.0%   12.1%   12.5%   12.6%   11.8%          

 

(1)U/W Base Rent includes rent steps through April 2017 for non-investment grade tenants and August 2017 for investment grade tenants totaling $217,973.

(2)Straight Line Rent includes the present value of contractual rent steps for investment-grade tenants including American Girl ($72,533), AT&T Mobility ($6,757), Coach ($2,394), Haagen Dazs ($14,982), Origins ($12,656), Teavana ($2,054) and Starbucks Coffee Company ($6,924).

(3)Percentage Rent was underwritten to in-place breakpoints and percentage rents based on sales for the trailing 12-month period ending June 2016.

(4)Historical and TTM 5/31/2016 Other Income includes income from temporary tenant, storage, sponsorships, participation/media-Simon Ad Panels marketing, parking/valet and additional rent for Teavana.

(5)The U/W economic vacancy is 5.0%, however, The Falls Property was 97.5% leased and 95.7% occupied as of June 30, 2016.

(6)The debt service coverage ratios and debt yields are based on The Falls Whole Loan.

 

Appraisal. As of the appraisal valuation date of July 14, 2016, The Falls Property had an “as-is” appraised value of $305,000,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated July 22, 2016, there was no evidence of any recognized environmental conditions at The Falls Property.

 

Market Overview and Competition. The Falls Property is located in Miami-Dade County, within the Miami-Fort Lauderdale-West Palm Beach metropolitan statistical area (“South Florida MSA”). The Falls Property is approximately 13.7 miles southwest of downtown Miami, 15.1 miles south of Miami International Airport, and 43.8 miles southwest of Fort Lauderdale. The South Florida MSA spans across the southeastern portion of Florida and encompasses the Palm Beach, Broward, and Miami-Dade counties. With a current population of more than 6.0 million, the South Florida MSA accounts for roughly 30.0% of Florida’s population. The South Florida MSA population grew at a compounded annual rate of 1.9% between 2005 and 2015. According to a third party research firm, the 2016 estimated population within a one-, three-, and five-mile radius of The Falls Property is 11,202, 100,367 and 279,212, respectively, with projected annual increases from 2016 to 2021 of 1.19%, 0.85%, and 1.07%, respectively. According to the US Bureau of Labor Statistics, unemployment in the South Florida MSA was reported at 4.8% as of April 2016, which was lower than the national unemployment rate of 5.0% at the time. According to the appraisal, the largest employment sectors within the South Florida MSA are trade, transportation, and utilities. The South Florida MSA is home to six Fortune 500 companies, spanning the healthcare, retail, and technology industries.

 

The Falls Property is located at the intersection of US Highway 1 and SW 136th Street. The Falls Property is positioned to serve some of Miami’s most affluent communities including Pinecrest, Palmetto Bay, Coral Gables, and South Miami. According to a third party research firm, the average annual household income within a one-, three-, and five-mile radius of The Falls Property is $101,985, $108,152, and $93,906, respectively. The Falls Property benefits from high traffic counts on US Highway 1 at its intersection with SW 136th Street of 93,223 vehicles per day. There are numerous retail centers along US Highway 1 drawing shoppers to the area,

 

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

 

48 

 

 

THE FALLS

 

including Dadeland Mall, which is also owned by the sponsor. The Falls Property’s trade area has a population of 868,493 residents, 284,585 households, and average annual household income of $81,263 according to the sponsor.

 

According to the appraisal, The Falls Property’s primary competitors include Dadeland Mall, The Village at Merrick Park, and Southland Mall. Dadeland Mall is located 3.6 miles northeast of The Falls Property and was built, expanded, and renovated in 1962, 2004, and 2014, respectively. Anchored by JC Penney, Macy’s, and Nordstrom, Dadeland Mall is also owned and leased by the sponsor, which allows for cross-shopping promotion at the two shopping centers.

 

Anchored by Nordstrom and Neiman Marcus, The Village at Merrick Park, is located approximately 8.3 miles northeast of The Falls Property and was built in 2002 and renovated in 2008. Similar to The Falls Property, The Village at Merrick Park is an open-air shopping center focused on upscale niche markets. Anchored by Nordstrom and Neiman Marcus, The Village at Merrick Park is a three-level mall, which is generally less desirable in the Florida market according to the appraisal.

 

Southland Mall is a super-regional mall located approximately 5.0 miles southwest of The Falls Property, and the only major shopping center located south of The Falls Property. Anchored by JC Penney, Macy’s, Sears, and Regal Cinemas, Southland Mall’s tenant mix focuses on moderate or discount retailers. At 79.0% occupancy, a high percentage of tenants lease space at Southland Mall under the specialty leasing program and not on long-term leases. According to the appraisal, average mall shop sales at Southland Mall are the lowest in the Miami-Dade county.

 

The following table presents certain information relating to comparable retail properties for The Falls Property:

 

Competitive Set(1)

 

 

The Falls

(Subject)

Dadeland Mall The Village at Merrick
Park
Southland Mall
Location Miami, FL Kendall, FL Coral Gables, FL Miami, FL
Distance from Subject -- 3.6 miles 8.3 miles 5.0 miles
Property Type Regional Lifestyle Center Super Regional Mall Regional Mall Super Regional Mall
Year Built/Renovated 1980/1996 1962/2014 2002/2008 1972/2005
         
Anchors Macy’s, Bloomingdale’s, Regal Cinemas JCPenney, Macy’s, Nordstrom, Saks Fifth Avenue Nordstrom, Neiman Marcus JCPenney, Macy’s, Sears, Regal Cinemas
Total GLA 839,507 SF 1,488,000 SF 858,000 SF 985,000 SF
Inline Sales PSF $611(2) $1,500 $600 $425
Total Occupancy 97.5% 94.0% 93.0% 79.0%

 

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

(2)Inline Sales PSF include Apple sales. Excluding Apple, Inline Sales PSF for the trailing 12-month period ending June 2016 at The Falls Property was $454.

 

The Borrower. The borrowing entity, The Falls Shopping Center Associates LLC, is a Delaware limited liability company and special purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Falls Whole Loan. Simon Property Group, L.P. (“Simon”) is the guarantor of certain nonrecourse carveouts under The Falls Whole Loan. The liability of the guarantor under the nonrecourse carve-out provisions in the loan documents is capped at $30,000,000. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Non-Recourse Obligations” in the Preliminary Prospectus.

 

The Sponsor. The sponsor of The Falls Mortgage Loan is Simon. Simon, the operating partnership of Simon Property Group, Inc., is a publicly traded (S&P 100; NYSE: SPG) real estate investment trust headquartered in Indianapolis, Indiana focused on retail real estate ownership, management and development. As of June 30, 2016, Simon owned or held an interest in 207 properties in the United States, including 108 malls, 71 premium outlets, 14 mills, four lifestyle centers, and 10 other retail properties within 37 states and Puerto Rico. Internationally, as of June 30, 2016, Simon has ownership interests in nine Premium Outlets in Japan, three Premium Outlets in South Korea, two Premium Outlets in Canada, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia. According to Simon’s 2015 Annual Report, Simon reported total assets of approximately $30.7 billion, equity of approximately $5.2 billion and liquidity of approximately $701.1 million. Simon has an investment grade credit rating of A/A3/A by Fitch, Moody’s, and S&P Global Rating Services, respectively. 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—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. No upfront escrows were collected at origination.

 

Ongoing monthly escrows for real estate taxes, insurance premiums (provided insurance is being maintained under a blanket policy), capital expenditures, and tenant improvements and leasing commissions are not required prior to (i) event of default or (ii) a Cash Sweep Period (as defined below).

 

Following the occurrence and during the continuance of a Cash Sweep Period or an event of default under The Falls Whole Loan documents, the borrower is required to escrow on each payment date: (i) real estate taxes; (ii) insurance premiums (unless insurance is maintained under a blanket policy); (iii) $13,992 (approximately $0.20 per square foot annually) for replacement

 

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

 

49 

 

 

THE FALLS

 

reserves and subject to a cap of $335,803 (24 monthly payments); and (iv) $87,449 (approximately $1.25 per square foot annually) for tenant improvements and leasing commissions and subject to a cap of $2,098,768 (24 monthly payments).

 

A “Cash Sweep Period” will commence upon (i) an event of default; (ii) any bankruptcy action of the guarantor or the property manager and provided the guarantor or the property manager is not replaced within 60 days with a replacement guarantor or a qualified manager; or (iii) the debt service coverage ratio for the immediately preceding four calendar quarters is less than 1.40x for two consecutive quarters. A Cash Sweep Period will end, with respect to clause (i), upon the lender accepting the cure of such event of default; with respect to clause (ii), when the borrower replaces the guarantor with a replacement guarantor or the property manager with an acceptable replacement property manager within 60 days; or with respect to clause (iii), when the debt service coverage ratio for the immediately preceding four calendar quarters is at least equal to 1.40x for two consecutive quarters.

 

Lockbox and Cash Management. The Falls 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 days of receipt. So long as no Cash Sweep Period has occurred and is continuing, the borrower will have access to the funds deposited into the deposit account and may utilize the deposit account as its operating account. Upon the occurrence and continuance of a Cash Sweep Period, all cash flow is swept to a lender-controlled cash management account.

 

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

 

Assumption. The borrower has the right to transfer The Falls Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the identity, experience (demonstrated expertise in owning and operating properties in size, class and operation to The Falls Property), financial condition and credit worthiness of transferee and guarantor, as evidenced by financial statement and other information is satisfactory to lender, (iii) rating agency confirmation from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-NXS6 Certificates and similar ratings confirmations from each rating agency rating any securities backed by any of The Falls Companion Loans with respect to the ratings of such securities.

 

Partial Release. The borrower without the consent of the lender may (a) make transfers of immaterial or non-income producing portions of The Falls Property; (b) make transfers of non-income producing portions of The Falls Property, including portions of The Falls Property’s “ring road” (by sale, ground lease, sublease or other conveyance of any interest) to third parties or affiliates of the borrower, including, owners of outparcels and department store pads, pads for office buildings, hotels or other properties; and (c) dedicate portions of The Falls Property or grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business. As a condition to the release of the lien of the mortgage from a portion of The Falls Property, if immediately following the release of such portion of The Falls Property, the ratio of the unpaid principal balance of The Falls Whole Loan to the value of the remaining The Falls Property is greater than 125%, the borrower shall pay down The Falls Whole Loan by a “qualified amount” pursuant to Revenue Procedure 2010-30, as the same may be amended or superseded, without any prepayment premium or penalty.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Falls Whole 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 Falls Property, or if the terrorism risk insurance program reauthorization act is no longer in effect and such policies contain an exclusion for acts of terrorism, the borrower will be required to obtain, to the extent available, a stand-alone policy that provides the same coverage as the policies would have if such exclusion did not exist; provided, however, (A) in such event the borrower will not be required to pay annual premiums in excess of the Terrorism Cap (as defined below) in order to obtain the terrorism coverage, and (B) that such stand-alone policy may have a deductible that is reasonable for such stand-alone policies with respect to properties similar to The Falls Property and reasonable for the geographic region where The Falls Property is located, so long as in no event may such deductible exceed $5,000,000.

 

“Terrorism Cap” means an amount equal to two times the then-current annual insurance premiums payable by the borrower for the policies insuring only The Falls Property (excluding the wind and flood components of such insurance premiums) on a stand-alone basis.

 

Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of The Falls Property during the loan term. At the time of closing, The Falls Property has windstorm insurance coverage.

 

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.

 

50 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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.

 

51 

 

 

CASSA TIMES SQUARE MIXED-USE

 

 

 

 

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.

 

52 

 

 

CASSA TIMES SQUARE MIXED-USE

 

 

 

 

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.

 

53 

 

 

No. 6 – Cassa Times Square Mixed-Use
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar): 

NR/NR/NR   Property Type: Mixed Use
Original Principal Balance: $34,200,000   Specific Property Type: Hospitality/Retail/Parking Garage
Cut-off Date Balance(1): $34,200,000   Location: New York, NY
% of Initial Pool Balance(1): 4.5%   Size(1): 59,554 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $574.27
Borrower Name: 9th Ave Hotel Property Holding LLC   Year Built/Renovated: 2014/NAP
Sponsors: Salim Assa; Ezak Assa   Title Vesting: Fee
Mortgage Rate: 5.2782%   Property Manager: Self-managed
Note Date: July 5, 2016   4th Most Recent Occupancy(3): NAP
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(3): NAP
Maturity Date: April 5, 2026   2nd Most Recent Occupancy(3): NAP
IO Period: 117 months   Most Recent Occupancy (As of)(3): 93.1% Hotel (TTM 12/31/2015)
Loan Term (Original): 117 months   Current Occupancy (As of)(3):

95.2% Hotel (TTM 6/30/2016) 

76.2% Retail (9/8/2016) 

Seasoning: 3 months    
Amortization Term (Original): None    
Loan Amortization Type: Interest-only, Balloon   Underwriting and Financial Information:
Interest Accrual Method: Actual/360    
Call Protection: L(27),D(86),O(4)   4th Most Recent NOI(3): NAP
Lockbox Type: Hard/Upfront Cash Management   3rd Most Recent NOI(3):   NAP
Additional Debt(1): Yes   2nd Most Recent NOI(3): NAP
Additional Debt Type(1): Mezzanine   Most Recent NOI(3): NAP
      U/W Revenues(4): $7,488,161
Escrows and Reserves(2):         U/W Expenses(4): $3,782,991
          U/W NOI(4): $3,705,170
Type: Initial Monthly Cap (If Any)   U/W NCF(4): $3,465,758
Taxes $314,664 $78,666 NAP   U/W NOI DSCR(4): 2.02x
Insurance $55,834 $5,583 NAP   U/W NCF DSCR(1)(4): 1.89x
Replacement Reserve $0 $265 NAP   U/W NOI Debt Yield(4): 10.8%
FF&E Reserve $0 Springing NAP   U/W NCF Debt Yield(1)(4): 10.1%
TI/LC Reserve $0 $965 NAP   As-Is Appraised Value(5): $68,900,000
Rent Abatement Reserve $249,000 $0 NAP   As-Is Appraisal Valuation Dates(5): Various
Leasing Reserve $500,000 $0 NAP   Cut-off Date LTV Ratio(1): 49.6%
Buildout Reserve $33,115 $0 NAP   LTV Ratio at Maturity or ARD(1): 49.6%
             
                 
(1)See “Subordinate and Mezzanine Indebtedness” section. All statistical information related to the balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the Cassa Times Square Mixed-Use Mortgage Loan. As of the Cut-off Date, the Cut-off Date Balance per SF, U/W NCF DSCR, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity and ARD based on the Cassa Times Square Mixed-Use Mortgage Loan and the mezzanine indebtedness were $631.9, 1.56x, 9.2%, 54.6% and 54.4%, respectively.

(2)See “Escrows” section.

(3)Historical occupancy and financials are not available as the Cassa Times Square Mixed-Use Property was opened in October 2014 and the Retail Unit 2 component (as defined below) was not leased up until November 2015.

(4)See “Operating History and Underwritten Net Cash Flow” section.

(5)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “Cassa Times Square Mixed-Use Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a mixed used hospitality/retail/parking garage building comprising 59,554 square feet and located in New York, New York (the “Cassa Times Square Mixed-Use Property”). The Cassa Times Square Mixed-Use Mortgage Loan was originated on July 5, 2016, by Natixis Real Estate Capital LLC. The Cassa Times Square Mixed-Use Mortgage Loan had an original principal balance of $34,200,000, has an outstanding principal balance as of Cut-off Date of $34,200,000 and accrues interest at an interest rate of 5.2782% per annum. The Cassa Times Square Mixed-Use Mortgage Loan had an initial term of 117 months, has a remaining term of 114 months as of the Cut-off Date and requires interest-only payments through the term of the Cassa Times Square Mixed-Use Mortgage Loan. The Cassa Times Square Mixed-Use Mortgage Loan matures on April 5, 2026.

 

Following the lockout period, the borrower has the right to defease the Cassa Times Square Mixed-Use Mortgage Loan in whole but not in part on any date before January 5, 2026. In addition, the Cassa Times Square Mixed-Use Mortgage Loan is prepayable without penalty on or after January 5, 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.

 

54 

 

  

CASSA TIMES SQUARE MIXED-USE

 

 Sources and Uses

 

Sources         Uses      
Senior Loan Amount $34,200,000(1)   90.7%   Loan payoff $36,289,048   96.2%
Mezzanine Loan Amount 3,432,063   9.1    Reserves 1,034,677   2.7
Borrower Equity 90,074   0.2     Closing costs 398,412   1.1
Total Sources $37,722,137 100.0%           Total Uses $37,722,137   100.0%

 

(1)The proceeds of the mezzanine loan were used to pay down part of the Cassa Times Square Mixed-Use Mortgage Loan

 

The Property. The Cassa Times Square Mixed-Use Property consists of the fee interest in three condominiums units consisting of an 86-room boutique hotel (“Cassa Times Square Hotel”), an 11,581 square foot retail unit (“Retail Unit 2”), and a 9,588 square foot parking garage unit (the “Parking Garage Unit”) (collectively, the “Cassa Times Square Mixed-Use Property”) of a 12-story building located at the corner of 39th Street and Ninth Avenue in Midtown West Manhattan (the “Cassa Times Square Hotel and Residences”). The Cassa Times Square Hotel and Residences consists of six separate condominium units: (i) the 515 9th Avenue - hotel component (the Cassa Times Square Hotel component of the Cassa Times Square Mixed-Use Property), (ii) the 515 9th Ave - residential component; (iii) the 515 9th Ave – retail component 1; (iv) the 515 9th Ave – retail component 2 (the “Retail Unit 2”); (v) 515 9th Ave – parking garage component (the Parking Garage Unit component of the Cassa Times square Mixed-Use Property) and (vi) the 515 9th Ave – community facility component.

 

The borrower acquired the 0.3-acre site and air rights from adjacent sites for a total of $37.3 million in 2006. The borrower proceeded with plans to construct the Cassa Times Square Hotel and Residences, which was designed by Goldstein, Hill & West Architects, LLP, a New York City based architectural firm. However, due to the market downturn, the borrower halted construction after completing the foundation work. In 2011, the borrower recapitalized the project and resumed the construction, which was completed in September 2014.

 

The Cassa Times Square Hotel occupies floors one through four of the Cassa Times Square Hotel and Residences plus a portion of the cellar and sub-cellar. The Cassa Times Square Hotel’s guestroom mix consists of: King (47 rooms), Queen/Queen (11 rooms), Double/Double (22 rooms), Junior Suite (5 rooms) and One Bedroom ADA Suite (1 room). The standard guestrooms average approximately 350 square feet in size. In-room amenities include a 48” flat-screen HD TV, high-speed internet, fully-stocked mini bar, workstation with dual-line telephone and voicemail and an iPad (available for on-property services). Located on the ground floor is the Cassa Times Square Hotel lobby, which is for the Cassa Times Square Hotel guests only and is not shared with the residential tenants. Two passenger elevators service the hotel floors, which also provide access to the 13th floor rooftop space which features a hot tub and rooftop garden. The cellar level contains a fitness center, which is shared with residential tenants as well as back-of-the-house space.

 

The Retail Unit 2 component of the Cassa Times Square Mixed-Use Property is spread among three levels (ground, cellar and mezzanine) and was 76.2% leased to two tenants as of September 8, 2016. Omoiyari Inc. (“Maple”) has leased and is expected to occupy 5,135 square feet of space on the ground level by November 15, 2016. Maple offers a new meal delivery concept that features high-quality ingredients and rotating daily menus. In March 2015, Maple received a $25.0 million equity investment in a Series A offering. Greenoaks Capital led the funding, with other investors including Thrive Capital, Primary Ventures, David Chang of the Momofuku Empire, and the CEO and founder of Bonobos. Ronnybrook Farm Hospitality Group Inc. (“Ronnybrook”) occupies a total of 3,692 square feet with 1,032 square feet on the ground level and 2,660 square feet on the mezzanine level. Based in Acramdale, NY, Ronnybrook is a third-generation family dairy in New York’s Hudson Valley offering a full line of dairy products made in small batches and delivered at peak freshness.

 

The Parking Garage Unit component of the Cassa Times Square Mixed-Use Property is a 9,588 square foot parking garage containing 32 spaces and located on the sub-cellar level. The access to the Parking Garage Unit is located on West 39th Street via a car lift. The parking garage is 100.0% leased to 515 Ninth Avenue Parking Corp, an affiliate of Imperial Parking Systems, a family owned parking operator with 60 years of experience and over 100 parking facilities in New York.

 

The following table presents certain information relating to the Cassa Times Square Mixed-Use Property:

 

Unit Hypothetical
Allocated Cut-off
Date Balance(1)
Year Built/ Renovated Gross Rentable Area (SF) Rooms, Units
or Spaces

Cut-off
Date

Balance Per
SF

Cut-off Date Principal

Balance Per Room

Occupancy(1) Appraised
Value(1)
Cassa Times Square Hotel $23,478,374 2014/NAP 38,385 86 $611.65 $273,004 95.2% $47,300,000
Retail Unit 2 $8,190,131 2014/NAP 11,581   1 $707.20 NAP 76.2% $16,500,000
Parking Garage Unit $2,531,495 2014/NAP 9,588 32 $264.03 NAP 100.0% $5,100,000
Total/Weighted Average $34,200,000   59,554   $574.27     $68,900,000

 

(1)There are not any release provisions associated with the three components of the Cassa Times Square Mixed-Use Property. Accordingly, there are not any allocated loan amounts associated with the hotel/retail/parking components of the property. The hypothetical allocated loan amounts were assigned based on each of the three components’ pro rata share of the total appraised value.

(2)The Cassa Times Square Hotel was 95.2% occupied as of the trailing 12-month period ending June 30, 2016. The Retail Unit 2 was 76.2% leased as of September 8, 2016. Ronnybrook is currently in occupancy and Maple is expected to take occupancy by mid-November, 2016. The Parking Garage Unit is 100.0% leased to 515 Ninth Avenue Parking Corp., an affiliate of Imperial Parking Systems.

 

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.

 

55 

 

 

CASSA TIMES SQUARE MIXED-USE

 

 

The following table presents certain information relating to the tenancy of the retail tenants at the Cassa Times Square Mixed-Use 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              
Maple(2) NR/NR/NR 5,135 44.3% $89.06 $457,320 55.9% 4/30/2026
Ronnybrook(3) NR/NR/NR 3,692 31.9% $97.64 $360,500 44.1% 3/20/2026
Total Major Tenants 8,827 76.2% $92.65 $817,820 100.0%  
               
Retail Vacant Space 2,754 23.8%        
               
Retail Collateral Total 11,581 100%        
               
Parking Tenant              
515 Ninth Avenue Parking Corp. NR/NR/NR 9,588 100% $31.91 $306,000 100.0% 11/16/2029
Parking Occupied Collateral Total   9,588 100.0% $31.91 $306,000 100.0%  
               
Parking Vacant Space   0 0.0%        
               
Collateral Total 21,169 100.0%        
               

 

(1)The Annual U/W Base Rent and Annual U/W Base Rent PSF include contractual rent steps through April 2017, totaling $23,820.

(2)Maple signed a lease in November 2015 and is expected to take occupancy by mid-November 2016.

(3)Ronnybrook is currently in a rent abatement period that will end in November, 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 Cassa Times Square Mixed-Use Property:

 

Cash Flow Analysis(1)

 

  U/W   % of U/W
Effective
Gross Income
  U/W $
per SF
 
             
Room Revenue $6,402,471   85.5%   $107.51  
Retail Condo Revenue 777,623   10.4   13.06  
Garage Condo Revenue 291,798   3.9   4.90  
Other Income 16,269   0.2   0.27  
Effective Gross Income 7,488,161   100.0%   $125.74  
             
Total Operating Expenses $3,782,991   (50.5%)   $63.52  
             
Net Operating Income $3,705,170   49.5%   $62.22  
             
FF&E Reserves $224,656   3.0%   $3.77  
TI/LC Reserves 11,581   0.2   0.19  
Replacement Reserves

3,175 

 

0.0

 

0.05 

 
Net Cash Flow $3,465,758   46.3%   $58.20  
             
NOI DSCR 2.02x          
NCF DSCR 1.89x          
NOI DY 10.8%          
NCF DY 10.1%          

 

(1)Historical financials are not available as the Cassa Times Square Mixed-Use Property was opened in October 2014 and the Retail Unit 2 component of the property was not leased up until November 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.

 

56 

 

 

CASSA TIMES SQUARE MIXED-USE

 

 

The following table presents certain information relating to the historical operating performance and underwritten net cash flow at the Cassa Times Square Hotel:

 

Cash Flow Analysis(1)

 

  2015(1)

TTM

6/30/2016(1)

U/W % of U/W
Total
Revenue
U/W $ per
Room
Occupancy 93.1% 95.2% 95.2%    
ADR 226.82 $214.27 $214.27    
RevPAR 211.07 $203.97 $203.97    
           
Room Revenue $6,625,632 $6,420,012 $6,402,471 99.7% $74,447
F&B Revenue 8,012 0 0 0.0 0
Other Revenue

27,938

16,269

16,269

0.3

189

Total Revenue $6,661,582 $6,436,280 $6,418,739 100.0% $74,637
           
Total Department Expenses

2,150,162

1,803,310

1,798,462

28.0

20,912

Gross Operating Profit $4,511,420 $4,632,971 $4,620,278 72.0% $53,724
           
Total Undistributed Expenses

767,510

915,559

1,108,121

17.3

12,885

Profit Before Fixed Charges $3,743,910 $3,717,412 $3,512,157 54.7% $40,839
           
Total Fixed Charges

658,196

658,200

750,152

11.7

8,723

           
Net Operating Income $3,085,714 $3,059,212 $2,762,004 43.0% $32,116
FF&E

0

0

224,656

3.5

2,612

Net Cash Flow $3,085,714 $3,059,212 $2,537,348 39.5% $29,504
           

 

(1)       The Cassa Times Square Hotel opened in October 2014.

 

Appraisal. As of the appraisal valuation dates in January and March 2016, The Cassa Times Square Mixed-Use Property had an aggregate “as-is” appraised value of $68,900,000. As of the appraisal valuation date of January 11, 2016, the Cassa Times Square Hotel had an “as-is” appraised value of $47,300,000. As of the appraisal valuation date of March 18, 2016, the Retail Unit 2 had an “as-is” appraisal value of $16,500,000. As of the appraisal date of March 18, 2016, the Parking Garage Unit had an “as-is” appraisal value of $5,100,000.

 

Environmental Matters. According to the Phase I environmental assessment dated February 29, 2016, there was no evidence of any recognized environmental conditions at the Cassa Times Square Mixed-Use Property.

 

Market Overview and Competition. The Cassa Times Square Mixed-Use Property is located at the corner of West 39th Street and Ninth Avenue in Midtown West Manhattan, New York. Midtown West offers access to many of New York City’s most popular sights including the Theater District and Times Square. The Cassa Times Square Mixed-Use Property is located three blocks southwest of and less than five minutes’ walk from, the 42nd Street/8th Avenue and the 42nd Street/7th Avenue Times Square subway stations and less than 15 minutes’ walk from Penn Station. These stations are serviced by eleven lines (1, 2, 3, 7, A, C, E, N, Q, R and S). Furthermore, Penn Station is one of the Manhattan’s two primary commuter transportation hubs. Penn Station handles all Amtrak service for the city and houses the Long Island Rail Road, New Jersey Transit, and a number of MTA subway lines. In addition, the Port Authority Bus Terminal is located at West 42nd St. and 8th Ave. Port Authority Bus Terminal serves as a terminus and departure point for both commuter bus routes to suburban New Jersey and long-distance intercity bus routes. The Cassa Times Square Mixed Use Property is located along the eastern fringe of the new neighborhood known as Hudson Yards. The Hudson Yards Redevelopment Project is a joint venture by the New York City Department of City Planning and Metropolitan Transportation Authority to encourage development on Manhattan’s far west side along the Hudson River in Manhattan, New York City. The project includes a rezoning of the far west side into a new neighborhood called Hudson Yards, an extension of the New York City subway’s 7 train line to the area’s eponymous subway station at 11th Avenue, and a renovation of the Jacob K. Javits Convention Center. The centerpiece of the Hudson Yards Redevelopment Project is the Hudson Yards neighborhood, a 28-acre mixed-use real estate development by Related Companies and Oxford Properties. According to its master plan, created by Kohn Pedersen Fox Associates, Hudson Yards is expected to consist of 16 skyscrapers containing more than 12,700,000 square feet of new office, residential, and retail space. Among its components will be six million square feet of commercial office space, a 750,000-square-foot retail center with two levels of restaurants, cafes, markets and bars, a hotel, a cultural space, about 5,000 residences, a 750-seat school, and 14 acres of public open space.

 

According to a third party market research report, the Cassa Times Square Mixed-Use Property is located in the Penn Plaza/Garment retail submarket of the New York City market. As of mid-year 2016, the retail submarket contained inventory totaling approximately 5.6 million square feet with a 2.5% vacancy rate and average direct asking rent of $165.53 per square foot on a gross basis.

 

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

 

57 

 

 

CASSA TIMES SQUARE MIXED-USE

 

 

The following table presents certain information relating to the Cassa Times Square Mixed-Use Property’s competitive set:

 

Subject and Market Historical Occupancy, ADR and RevPAR(1)(2)

 

 

Competitive Set

Cassa Times Square Hotel

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

12/31/2015 87.2% $230.32 $200.63 93.1% $226.82 $211.07 106.8% 98.5% 105.2%

 

(1)Information obtained from the appraisal. The competitive set includes the following hotels: Mansfield Hotel, Sanctuary Hotel, Night Hotel, City Club Hotel, Room Mate Grace, Hotel Mela, Distrikt Hotel Ascend Collection New York City, Cassa Hotel West 45th Street, and Out NYC Urban Resort.

(2)The Cassa Times Square Mixed-Use Property was opened in October 2014.

 

The Borrower. The borrower is 9th Ave Hotel Property Holding LLC, a Delaware limited liability company and a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Cassa Times Square Mixed-Use Mortgage Loan. Salim Assa and Ezak Assa are the guarantors of certain nonrecourse carveouts under the Cassa Times Square Mixed-Use Mortgage Loan.

 

The Sponsors. The sponsors are Salim Assa and Ezak Assa, co-founders of Assa Properties, a real estate development firm founded in 2000 that invests in major residential, retail and commercial properties. Assa Properties has acquired over four million square feet of premier assets located throughout the United States and Mexico. In 2002, Assa Properties began acquiring buildings within the New York City area, including 743 Fifth Avenue, 2 Herald Square and 6 Times Square, focusing on the development of luxury retail and hotel experiences in New York City. The sponsors’ real estate development, management and ownership experiences include another Cassa Hotel and Residences located at 70 West 45th Street, which hotel portion was successfully sold in April 2011 for $130.0 million ($788,000 per room). In addition, the sponsors renovated, and repositioned the Mave Hotel on 62 Madison Avenue, which they own and manage. The sponsors reported combined net worth and liquidity of $276.4 million and $13.0 million, respectively, as of December 17, 2015. The sponsors were involved in various litigation matters involving claims against some of their real estate transactions. Most of these suits have been settled and many were non-material. See Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves in the amount of $314,664 for real estate taxes, $55,834 for insurance premiums, $249,000 for the outstanding Maple and Ronnybrook rent abatements, $33,115 for the remaining buildout work expenses and $500,000 for leasing reserve related to Ronnybrook lease. The loan documents require monthly deposits of $78,666 for real estate taxes, $5,583 for insurance premiums, $265 for replacement reserves and $965 for tenant improvements and leasing commissions (“TI/LC”).

 

The loan documents require ongoing monthly escrows for FF&E equal to the greater of (i) one-twelfth of (x) with respect to the first 12 payment dates, 2.0%, (y) with respect to the 13th through the 24th payments dates, 3.0%, and (z) with respect to the 25th payment date and each payment date thereafter, 4.0%, of the greater of (A) the rents generated by the Cassa Times Square Hotel during the 12-month period ending on the last day of the most recent calendar quarter and (B) the rents projected for the Hotel Cassa Times Square Hotel in the then-effective approved annual budget for the 12 month period to which such annual budget relates; and (ii) the amount, if any, required to be reserved under the management agreement.

 

Lockbox and Cash Management. The Cassa Times Square Mixed Use Mortgage Loan is structured with a lender-controlled hard lockbox, which is already in place, and upfront cash management. The borrower is required to cause all rents, and all credit card company payments to be paid directly into such lockbox account. All funds in the lockbox account will be swept to a lender-controlled cash management account. Upon the occurrence of a Cash Sweep Event Period (as defined below), all excess cash flow will be swept to the lockbox account.

 

A “Cash Sweep Event Period” will commence upon the occurrence of: (i) an event of default or (ii) the combined debt service coverage ratio falling below 1.30x after the end of two consecutive calendar quarters. A Cash Sweep Event Period will end, if for six consecutive months, (a) no event of default has occurred and is continuing; and (b) the combined debt service coverage ratio is equal to or greater than 1.35x.

 

Property Management. The Cassa Times Square Mixed-Use Property is self-managed.

 

Assumption. The borrower has the right to transfer the Cassa Times Square Mixed Use Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has approved, in its reasonable discretion, the proposed transferee; (iii) the existing guarantors will not be released until the lender has approved any successor guarantor in its sole discretion; (iv) if required by the lender, a rating agency comfort letter from Fitch, Moody’s and Morningstar that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFMC 2016-NXS6 Certificates and (v) the Cassa Times Square Mixed-Use Mezzanine Loan (as defined below) is paid in full or assumed in accordance with the terms of the mezzanine loan documents.

 

Right of First Refusal. None.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Cassa 9th Avenue Mezz Lender LLC, a Delaware limited liability company (the “Cassa Times Square Mixed-Use Mezzanine Lender”), which is unaffiliated with Natixis Real Estate Capital LLC, originated a $3,432,063 mezzanine loan (the “Cassa Times Square Mixed-Use Mezzanine Loan”), the proceeds of which were used to pay down part of the

 

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

 

58 

 

 

CASSA TIMES SQUARE MIXED-USE

 

 

Cassa Times Square Mixed-Use Mortgage Loan, to a single purpose entity and a Delaware limited liability company, the 9th Ave Hotel Mezz II LLC (the “Cassa Times Square Mixed-Use Mezzanine Borrower”). As of the Cut-Off Date the Cassa Times Square Mixed-Use Mezzanine Loan has a balance of $3,430,485. The Cassa Times Square Mixed-Use Mezzanine Loan is subject to an intercreditor agreement between the lender and the Cassa Times Square Mixed-Use Mezzanine Lender. The Cassa Times Square Mixed-Use Mezzanine Loan had an initial term of 117 months and has a remaining term as of the Cut-off Date of 114 months. The Cassa Times Square Mixed-Use Mezzanine Loan accrues interest at an interest rate of 11.000% per annum and amortizes based on a 360-month amortization schedule.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents provide that the required “all risk” insurance policy must include coverage for terrorism in an amount equal to the full replacement cost of the Cassa Times Square Mixed-Use Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, containing an extended period of indemnity endorsement which provides that after the physical loss to the condominium building core and shell has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of 24 months from the date that the condominium building core and shell is damaged, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period.

 

Windstorm Insurance. The loan documents provide that the required “all risk” insurance policy must include coverage for windstorm/hail in an amount equal to the full replacement cost of the Cassa Times Square Mixed-Use Property. At the time of the Cassa Times Square Mixed Use Mortgage Loan closing, the Cassa Times Square Mixed-Use Property had such 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.

 

59 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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.

 

60 

 

 

PLAZA MEXICO – LOS ANGELES 

 

(GRAPHIC) 

 

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.

 

61 

 

 

PLAZA MEXICO – LOS ANGELES 

 

(MAP) 

 

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.

 

62 

 

 

PLAZA MEXICO – LOS ANGELES 

 

(MAP) 

 

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.

 

63 

 

 

No. 7 – Plaza Mexico – Los Angeles
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset

Credit Assessment 

(Fitch/Moody’s/Morningstar): 

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $30,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $30,000,000   Location: Lynwood, CA
% of Initial Pool Balance: 4.0%   Size: 404,064 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1)(2): $262.33
Borrower Name: Plamex Investment, LLC   Year Built/Renovated: 1974/2005
Sponsors: Donald Chae; Min Chae   Title Vesting: Fee
Mortgage Rate: 4.59811%   Property Manager: Self-managed
Note Date: June 16, 2016   4rd Most Recent Occupancy (As of): 91.9% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 92.2% (12/31/2013)
Maturity Date: July 5, 2021   2nd Most Recent Occupancy (As of): 93.6% (12/31/2014)
IO Period: 60 months   Most Recent Occupancy (As of): 93.9% (12/31/2015)
Loan Term (Original): 60 months   Current Occupancy (As of)(4): 90.9% (6/1/2016)
Seasoning: 3 months      
Amortization Term (Original): NAP      
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360      
Call Protection: L(27),D(29),O(4)   Underwriting and Financial Information:
Lockbox Type: Hard/Upfront Cash Management      
Additional Debt(1)(2): Yes   4th Most Recent NOI (As of): $8,861,496 (12/31/2013)
Additional Debt Type(1)(2): Pari Passu, Mezzanine   3rd Most Recent NOI (As of): $8,958,550 (12/31/2014)
      2nd Most Recent NOI (As of): $9,372,954 (12/31/2015)
      Most Recent NOI (As of): $9,525,218 (TTM 2/29/2016)
         
Escrows and Reserves(3):        
         
Type: Initial Monthly Cap (If Any)   U/W Revenues: $14,200,010
Taxes $289,261 $57,852 NAP   U/W Expenses: $4,568,906
Insurance $53,346 $8,891 NAP   U/W NOI: $9,631,104
Replacement Reserves $0 $5,051 NAP   U/W NCF: $9,166,431
TI/LC $611,613(3) $33,672 $1,212,192   U/W NOI DSCR(1)(2): 1.95x
Deferred Maintenance $50,500 $0 NAP   U/W NCF DSCR(1)(2): 1.85x
Free Rent Reserve $744,439 $0 NAP   U/W NOI Debt Yield(1)(2): 9.1%
Food 4 Less CAM Reserve $88,068 $0 NAP   U/W NCF Debt Yield(1)(2): 8.6%
La Curacao CAM Reserve $50,000 $0 NAP   As-Is Appraised Value: $184,000,000
Litigation Reserve $56,250 $0 NAP   As-Is Appraisal Valuation Date: March 16, 2016
Proposed Construction Reserve $69,999 $0 NAP   Cut-off Date LTV Ratio(1)(2): 57.6%
Earthquake Insurance Reserve $150,000 $0 NAP   LTV Ratio at Maturity or ARD(1)(2): 57.6%
             

 

(1)See “The Mortgage Loan” section. 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 Plaza Mexico – Los Angeles Whole Loan.

(2)See “Subordinate and Mezzanine Indebtedness” section. The equity interest in the borrower has been pledged to secure mezzanine indebtedness with an original principal balance of $14,000,000. All statistical information related to the balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based solely on the Plaza Mexico – Los Angeles Whole Loan. As of the Cut-off Date, the Cut-off Date Balance per SF, U/W NCF DSCR, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD based on the Plaza Mexico – Los Angeles Whole Loan and the mezzanine indebtedness were $296.98, 1.37x, 7.6%, 65.2% and 65.2%, respectively.

(3)See “Escrows” section.

(4)See “Historical Occupancy” section.

 

The Mortgage Loan. The mortgage loan (the “ Plaza Mexico – Los Angeles Mortgage Loan”) is part of a whole loan (the “Plaza Mexico – Los Angeles Whole Loan”) that is evidenced by six pari passu promissory notes (Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6) secured by a first mortgage encumbering an anchored retail center located in Lynwood, California (the “Plaza Mexico – Los Angeles Property”). The Plaza Mexico – Los Angeles Whole Loan was originated on June 16, 2016 by Natixis, New York Branch. The Plaza Mexico – Los Angeles Whole Loan had an original principal balance of $106,000,000, has an outstanding principal balance as of the Cut-off Date of $106,000,000 and accrues interest at an interest rate of 4.59811% per annum. The Plaza Mexico – Los Angeles Whole Loan had an initial term of 60 months, has a remaining term of 57 months as of the Cut-off Date, and requires interest-only payments through the term of the Plaza Mexico – Los Angeles Whole Loan. The Plaza Mexico – Los Angeles Whole Loan matures on July 5, 2021.

 

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

 

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The Plaza Mexico – Los Angeles Mortgage Loan is evidenced by the non-controlling Notes A-4 and A-5, which will be contributed to the WFCM 2016-NXS6 Trust, had an aggregate original principal balance of $30,000,000 and have an aggregate outstanding principal balance as of the Cut-off Date of $30,000,000. The controlling Note A-2 and the non-controlling Note A-3, with an aggregate original principal balance of $40,000,000, were contributed to the MSC 2016-UBS11 Trust; and the non-controlling Notes A-1 and A-6, which had an aggregate original principal balance of $36,000,000, were contributed to the SGCMS 2016-C5 Trust. Each of the mortgage loans evidenced by Notes A-1, A-2, A-3 and A-6 are referred to herein as the “Plaza Mexico – Los Angeles Companion Loans”. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Plaza Mexico – Los Angeles Whole Loan” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $28,000,000   SGCMS 2016-C5 No
A-2 $20,000,000   MSC 2016-UBS11 Yes
A-3 $20,000,000   MSC 2016-UBS11 No
A-4 $20,000,000   WFCM 2016-NXS6 No
A-5 $10,000,000   WFCM 2016-NXS6 No
A-6 $8,000,000   SGCMS 2016-C5 No
Total $106,000,000      

 

Following the lockout period, the borrower has the right to defease the Plaza Mexico – Los Angeles Whole Loan in whole, or in part, on any date before April 5, 2021. In addition, the Plaza Mexico – Los Angeles Whole Loan is prepayable without penalty on or after April 5, 2021.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $106,000,000      88.3%   Loan payoff(1) $103,652,170      86.4%
Mezzanine loan 14,000,000   11.7   Reserves 2,163,475     1.8
          Closing costs 1,515,042     1.3
          Return of equity 12,669,313   10.6
Total Sources $120,000,000   100.0%   Total Uses $120,000,000    100.0%

 

(1)The Plaza Mexico – Los Angeles Property was previously securitized in the CFCRE 2011-C2 transaction.

 

The Property. The Plaza Mexico – Los Angeles Property is a 404,064 square foot anchored retail center situated on a 31.5-acre site in Lynwood, California, approximately 9.0 miles southeast of downtown Los Angeles. The Plaza Mexico – Los Angeles Property was redeveloped from 1988 to 2005 by the sponsor through the assemblage of three adjacent retail assets, which currently operate as a single destination retail center featuring a diversified tenant mix of national, regional and local tenants. The Plaza Mexico – Los Angeles Property features architectural details including facades, monuments and statues designed to replicate historic Mexican architecture, and the property is considered a cultural hub of the Mexican community of greater Los Angeles. The Plaza Mexico – Los Angeles Property features 1,704 parking spaces, resulting in a parking ratio of 4.2 spaces per 1,000 square feet of net rentable area.

 

As of June 1, 2016, the Plaza Mexico – Los Angeles Property was 90.9% leased by more than 213 tenants averaging approximately 2,000 square feet for inline tenants (on average less than 0.5% of total net rentable area). Only five tenants occupy more than 10,000 square feet, with the three largest tenants accounting for a combined 25.1% of the net rentable area. The Plaza Mexico – Los Angeles Property has maintained occupancy between 91.1% and 96.0% since 2006 with an annual average rate of 93.7%. The Plaza Mexico – Los Angeles Property is anchored by Food 4 Less, a subsidiary of Kroger, which has been in occupancy since 1988. Food 4 Less’s reported sales at the Plaza Mexico – Los Angeles Property have steadily increased from approximately $33.2 million ($606 per square foot) in 2011 to approximately $40.7 million in 2015 ($743 per square foot, 1.8% occupancy cost). The Plaza Mexico – Los Angeles Property is also anchored by La Curacao (a privately held chain of large format electronic stores, which has served the Los Angeles Hispanic community for over 30 years) and Rite Aid, which have been in occupancy since 2005 and 1988, respectively. Rite Aid’s sales at the Plaza Mexico – Los Angeles Property have increased from approximately $5.7 million ($297 per square foot) in 2011 to approximately $7.0 million in 2015 ($368 per square feet, 3.4% occupancy cost). According to the appraisal, contractual rents for Food 4 Less, La Curacao and Rite Aid are below market rates by approximately 57.9%, 24.4%, and 67.9%, respectively. Additional in-line tenants at the Plaza Mexico – Los Angeles Property include Planet Fitness, Skechers, Taco Bell, Jack In The Box, The Children’s Place, and Verizon Wireless.

 

The rentable area of the Plaza Mexico – Los Angeles Property comprises a two-story market that totals 84,241 square feet of rentable area, which was 89.9% occupied by 119 tenants as of June 1, 2016 (the “Marketplace”). The first floor features a mix of merchandise and service retailers, and the second story includes a food court with outdoor seating overlooking a plaza that hosts concerts and other special events. The Marketplace, which originally opened in 1988, has maintained between 89.4% and 99.3% occupancy since 2006.

 

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.

 

65 

 

 

PLAZA MEXICO – LOS ANGELES 

 

The following table presents certain information relating to the tenancies at the Plaza Mexico – Los Angeles 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(2)
Sales
PSF(3)
Occupancy Cost(3) Lease
Expiration
Date
                   
Anchor Tenants                  
La Curacao NR/NR/NR 27,381 6.8% $18.15   $496,965 4.5% NAV NAV 1/31/2020(4)
Food 4 Less BBB/Baa1/BBB 54,822 13.6% $8.85   $485,209 4.4% $743 1.8% 8/23/2018(5)
Rite Aid B/B2/B 19,120 4.7% $7.70   $147,239 1.3% $368 3.4% 5/31/2018(6)
Total Anchor Tenants 101,323 25.1%    $11.15   $1,129,413 10.3%      
                 
Major Tenants                
Planet Fitness(7) NR/NR/NR 16,361 4.0% $27.96   $457,454 4.2% NAV NAV 9/30/2026(7)
Chuck-E-Cheese NR/NR/NR 12,116 3.0% $8.25   $99,999 0.9% $173(8) 8.8%(8)    12/31/2018(9)
Total Major Tenants 28,477 7.0% $19.58   $557,453 5.1%      
                     
Non-Major Tenants 237,498(10) 58.8% $39.20(10)   $9,311,048 84.7%      
                     
Occupied Collateral Total 367,298(10) 90.9% $29.94(10)   $10,997,914 100.0%      
                     
Vacant Space   36,766 9.1%              
                     
Collateral Total 404,064 100.0%              
                     

 

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

(2)The U/W Base Rent includes contractual rent steps through June 1, 2017, totaling $251,325.

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

(4)La Curacao has three, 5-year lease renewal options.

(5)Food 4 Less has six, 5-year lease renewal options.

(6)Rite Aid has two, 5-year lease renewal options.

(7)Planet Fitness recently signed its lease and took possession of its space in May 2016. The tenant is expected to take occupancy and commence paying rent in October 2016. At closing, the borrower deposited $611,613 for tenant improvements and leasing commissions (“TI/LC”) and $638,979 for rent concessions related to Planet Fitness. Planet Fitness has three, 5-year lease renewal options.

(8)Sales PSF and Occupancy Costs for Chuck-E-Cheese are for the trailing 12-month period ending April 30, 2015.

(9)Chuck-E-Cheese has three, 5-year lease renewal options.

(10)14 tenants have no square footage but contribute $236,194 to the Annual U/W Base Rent. The Annual U/W Base Rent PSF for Non-Major Tenants and Occupied Collateral Total excluding the rent related to those tenants is $38.21 and $29.30, respectively.

 

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

 

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PLAZA MEXICO – LOS ANGELES 

 

The following table presents certain information relating to the lease rollover schedule at the Plaza Mexico – Los Angeles 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(4) 34 17,542 4.3% 17,542 4.3% $973,733(4) 8.9% $55.51(4)
2016 14 10,188 2.5% 27,730 6.9% $472,012 4.3% $46.33
2017(5) 97 74,210 18.4% 101,940 25.2% $3,122,415(5) 28.4% $42.08(5)
2018 52 143,860 35.6% 245,800 60.8% $2,917,066 26.5% $20.28
2019 14 32,128 8.0% 277,928 68.8% $1,077,314 9.8% $33.53
2020 7 50,435 12.5% 328,363 81.3% $1,345,238 12.2% $26.67
2021 1 5,994 1.5% 334,357 82.7% $125,874 1.1% $21.00
2022 2 9,720 2.4% 344,077 85.2% $244,572 2.2% $25.16
2023 1 2,860 0.7% 346,937 85.9% $120,635 1.1% $42.18
2024 2 4,000 1.0% 350,937 86.9% $141,600 1.3% $35.40
2025 0 0 0.0% 350,937 86.9% $0 0.0% $0.00
2026 1 16,361 4.0% 367,298 90.9% $457,454 4.2% $27.96
Thereafter 0 0 0.0% 367,298 90.9% $0 0.0% $0.00
Vacant 0  36,766 9.1% 404,064 100.0% $0 0.0% $0.00
Total/Weighted Average 225 404,064 100.0%     $10,997,914 100.0% $29.94

 

(1)Information obtained from the underwritten rent roll.

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

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

(4)13 month-to-month kiosk tenants have no square footage but contribute $220,594 to the Annual U/W Base Rent. Annual U/W Base Rent PSF excluding the rent related to those tenants is $42.93.

(5)One tenant, Jesus Garcia, has no square footage but contribute $15,600 to the Annual U/W Base Rent. Annual U/W Base Rent PSF excluding the rent related to that tenant is $41.87.

 

The following table presents historical occupancy percentages at the Plaza Mexico – Los Angeles Property:

 

Historical Occupancy

 

12/31/2012(1) 

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1) 

6/1/2016(2)(3) 

91.9% 92.2% 93.6% 93.9% 90.9%

 

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

(3)Occupancy shown includes Planet Fitness (4.0% of net rentable area), which recently signed its lease and took possession of it premises in May 2016. Planet Fitness is expected to take occupancy and commence paying rent in October 2016. At closing, the borrower deposited $611,613 for tenant improvements and leasing commissions (“TI/LC”) and $638,979 for rent concessions for Planet Fitness. Excluding Planet Fitness, the Plaza Mexico – Los Angeles Property was 86.9% physically occupied as of June 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.

 

67 

 

 

PLAZA MEXICO – LOS ANGELES 

 

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 Plaza Mexico – Los Angeles Property:

 

Cash Flow Analysis

 

  2013 2014 2015 TTM
2/29/2016
U/W % of U/W Effective Gross Income U/W $ per
SF
Base Rent $9,989,293 $10,228,361   $10,483,828 $10,488,911 $10,997,914(1) 77.5% $27.22
Grossed Up Vacant Space 0 0   0 0 1,490,725   10.5    3.69
Total Reimbursables 2,741,122 2,775,480   2,746,358 2,771,569 2,825,601   19.9    6.99
Other Income 525,802 745,771   761,337 786,464 715,675   5.0    1.77
Less Vacancy & Credit Loss

(191,051) 

(168,067) 

(168,067) 

(1,829,904)(2) 

(12.9)  

(4.53)

Effective Gross Income $13,256,217 $13,558,561   $13,823,456 $13,878,877 $14,200,010   100.0% $35.14
               
Total Operating Expenses $4,394,721 $4,600,012   $4,450,502 $4,353,659 $4,568,906   32.2% $11.31
               
   
 
 
 
 
 
 
 
 
 
 
 

 
Net Operating Income $8,861,496 $8,958,550   $9,372,954 $9,525,218 $9,631,104   67.8% $23.84
TI/LC 0 0   0 0 404,064   2.8    1.00
Capital Expenditures

0

0  

0

0

60,610  

0.4   

0.15

Net Cash Flow $8,861,496 $8,958,550   $9,372,954 $9,525,218 $9,166,431   64.6% $22.69
               
NOI DSCR(3) 1.79x 1.81x   1.90x 1.93x 1.95x    
NCF DSCR(3) 1.79x 1.81x   1.90x 1.93x 1.85x    
NOI DY(3) 8.4% 8.5%   8.8% 9.0% 9.1%    
NCF DY(3) 8.4% 8.5%   8.8% 9.0% 8.6%    

 

(1)U/W Base Rent includes contractual rent steps through June 2017 totaling $251,325.

(2)The underwritten economic vacancy is 9.3%. The Plaza Mexico – Los Angeles Property was 90.9% leased and 86.9% physically occupied as of June 1, 2016.

(3)The debt service coverage ratios and debt yields are based on the Plaza Mexico – Los Angeles Whole Loan.

 

Appraisal. As of the appraisal valuation date of March 16, 2016, the Plaza Mexico – Los Angeles Property had an “as-is” appraised value of $184,000,000.

 

Environmental Matters. According to Phase I environmental site assessment dated as of March 18, 2016, there were no recognized environmental conditions identified at the Plaza Mexico – Los Angeles Property.

 

Market Overview and Competition. The Plaza Mexico – Los Angeles Property is located in Lynwood, California, approximately 9.0 miles southeast of downtown Los Angeles. The Plaza Mexico – Los Angeles Property is situated at the heavily trafficked intersection of Long Beach Boulevard (33,495 average daily traffic count) and Imperial Highway (28,749 average daily traffic count), directly adjacent to the Interstate 105 Freeway and Exit 12 ramp, which has an average daily traffic count of 209,879 cars. According to the appraisal, the 2015 populations within a three- and five-mile radius of the Plaza Mexico – Los Angeles Property were 387,826 and 995,071, respectively, while the estimated median household incomes within the same radii were $40,111 and $39,997, respectively.

 

The Plaza Mexico – Los Angeles Property is located in the Mid Cities submarket of the Los Angeles retail market. According to a third party market research report, the Mid Cities retail submarket has averaged 5.8% vacancy since 2012. According to a third party market research report, as of the first quarter of 2016, the Mid Cities retail submarket contained a total inventory of approximately 47.3 million square feet, overall vacancy rate of 5.2% and average asking rent of $20.10 per square foot on a triple net basis. The Plaza Mexico – Los Angeles Property’s average underwritten rent for the anchor tenants of $11.15 per square foot, is below the appraiser’s concluded anchor rent for comparable properties, which ranged from $21.00 to $24.00 per square foot on a triple net basis.

 

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

 

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PLAZA MEXICO – LOS ANGELES 

 

The following table presents certain information relating to comparable retail properties for the Plaza Mexico – Los Angeles Property:

 

Comparable Leases(1)

 

Property Name/
Location
Year Built/ Renovated Anchor Tenants Total
GLA
(SF)
Total
Occupancy
Distance
from
Subject
Annual Base
Rent PSF
Lease Type
Chesterfield Square Los Angeles, CA 2002/NAV Home Depot, Food 4 Less, Walgreens, McDonalds 215,755 100.0% 11.3 miles NAV NNN
               
Gateway Towne Center Compton, CA 2007/NAV Target, Home Depot, Staples, 24Hr. Fitness Sport 300,000 100.0% 4.4 miles NAV NNN
               
Azalea Shopping Center South Gate, CA 2014/NAV Wal-Mart, Ross Dress for Less, Marshalls, Petco 374,000 98.0% 3.1 miles $22.50-$26.52 NNN
               
El Paseo At South Gate South Gate, CA 2001/NAV Regal 16 Cinemas, Curacao 298,691 96.0% 4.5 miles $14.04-$24.00 NNN
               

Lakewood Marketplace
Lakewood, CA 

1968/NAV Ross Stores, Fresh and Easy, Tuesday Morning, Sears, Daiso California, CSK Auto 215,754 90.0% 12.2 miles $14.88-$27.84 NNN
               

South Gate Plaza Shopping Center South Gate, CA 

1980/NAV Northgate Market, CVS 83,316 99.0% 2.7 miles NAV NNN

 

(1)Information obtained from the appraisal.

 

The Borrowers. The borrower is Plamex Investments, 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 Plaza Mexico – Los Angeles Whole Loan. Donald Chae and Min Chae are the guarantors of certain nonrecourse carveouts under the Plaza Mexico – Los Angeles Whole Loan.

 

The Sponsors. The sponsors are Donald Chae and Min Chae. The two brothers have over 50 years of combined real estate investment and development experience and currently own 26 real estate projects (in addition to the Plaza Mexico – Los Angeles Property), including retail properties, office properties and land in California. The Chaes acquired the first portion of the Plaza Mexico – Los Angeles Property in 1988 and later purchased the land surrounding the property from the City of Lynwood to facilitate the expansion of the project into its current state. As of December 31, 2015, the sponsors reported a combined net worth and liquidity of $72.8 million and $1.2 million respectively. The sponsors are involved in ongoing litigation with the City of San Bernardino and its Economic Development Agency. See “Description of the Mortgage Pool — Litigation and Other Considerations” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront reserves in the amount of $289,261 for real estate taxes; $53,346 for insurance premiums; $611,613 for TI/LCs for Planet Fitness; $744,439 for rent concessions for Planet Fitness ($638,979), Children’s Place ($67,500) and Kickin’ Crab ($37,960); $50,500 for deferred maintenance; $88,068 for Food 4 Less common area maintenance; $50,000 for La Curacao common area maintenance; $56,250 for pending litigation; $69,999 for proposed construction related to building façade improvements and pedestrian circulation improvements; and $150,000 for earthquake insurance. See “Description of the Mortgage Pool — Litigation and Other Considerations” in the Preliminary Prospectus. Additionally, the loan documents require monthly deposits of $57,852 for real estate taxes, $8,891 for insurance premiums, $5,051 for replacement reserves and $33,672 for general TI/LC (subject to a cap of $1,212,192). If, at any time during the Plaza Mexico – Los Angeles Whole Loan term, the balance of the general TI/LC reserve falls below $500,000, monthly deposits of $33,672 are required to resume until the cap is met.

 

Lockbox and Cash Management. The Plaza Mexico – Los Angeles Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower and property manager direct all tenants to pay rent payments 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. Funds deposited into the lockbox account are required to be swept on a daily basis into a cash management account controlled by the lender and applied and disbursed in accordance with the loan documents. Following the occurrence of a Cash Trap Period (as defined below), excess cash will be held as additional collateral for the Plaza Mexico – Los Angeles Whole Loan. Upon the termination of any Cash Trap Period, excess cash will no longer be held by the lender and, provided that no event of default has occurred and is continuing (and no other Cash Trap Period is then in effect), all amounts then on deposit in the lockbox account will be disbursed to the borrower.

 

A “Cash Trap Period” will commence upon the earlier of (i) the occurrence of an event of default under the loan documents; (ii) the combined debt service coverage ratio (including the Plaza Mexico – Los Angeles Mezzanine Loan) falling below 1.25x at the end of any calendar quarter; (iii) the commencement of a Food 4 Less Cash Trap Period (as defined below); (iv) at the lender’s election, any default in payment by ISLT Investments LLC (an upper-tier entity of the borrower) (“ISLT”) under two separate guaranties; or (v) the Parking Agreement (as defined below) being terminated. A Cash Trap Period will end if (x) with respect to clause (ii), for six consecutive months, (a) no default or event of default has occurred; (b) no event that would trigger another Cash Trap Period has occurred and (c) the combined debt service coverage ratio is at least 1.30x for six consecutive months; (y) with respect to clause (iii), upon the occurrence of a Food 4 Less Cash Trap Cure Event (as defined below) (and no other Cash Trap Period is then

 

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.

 

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continuing); and (z) with respect to clause (v), the borrower complies with all conditions within 10 business days of the termination of such Parking Agreement.

 

A “Parking Agreement” means that certain lease agreement by and between the borrower and 3000 E. Imperial, LLC.

 

A “Food 4 Less Cash Trap Period” will commence upon the earliest of (i) the earliest of (x) the date that is six months prior to the then current expiration date of the Food 4 Less lease, (y) the date upon which Food 4 Less delivers to the borrower a written notice or otherwise indicates its intention not to renew its lease, or (z) the date by which Food 4 Less must exercise its next occurring renewal option under the applicable terms of the Food 4 Less lease; (ii) the date upon which Food 4 Less becomes a debtor in any bankruptcy or insolvency proceeding; (iii) the date upon which Food 4 Less vacates, surrenders or ceases to conduct its normal business operations in substantially all of its space, or otherwise “goes dark” (or gives notice to the borrower of its intention to vacate, surrender or cease to conduct its normal business operations at substantially all of the Food 4 Less space, or otherwise “go dark”); (iv) the date upon which a monetary or material non-monetary default occurs (beyond any applicable notice, grace and cure periods expressly provided for under the Food 4 Less lease) under the Food 4 Less lease and (v) the date upon which the Food 4 Less lease expires or is surrendered, cancelled or otherwise terminated (or the borrower receives a notice from Food 4 Less of its intention to surrender, cancel or otherwise terminate the Food 4 Less lease).

 

A “Food 4 Less Cash Trap Cure Event” will occur, with respect to clause (i) above, if (A) Food 4 Less has renewed or extended its lease with a net effective rental rate of not less than the net effective rental rate under the Food 4 Less lease as of the loan closing date, for a term of not less than 5 years, and otherwise in form and substance and upon terms reasonably acceptable to the lender, (B) the borrower has delivered to the lender (1) a copy of the Food 4 Less lease renewal and (2) an acceptable tenant estoppel certificate from Food 4 Less with respect to the Food 4 Less lease (as renewed or extended pursuant to the Food 4 Less lease renewal) and (C) the borrower has paid all tenant improvement allowances and leasing brokerage commissions payable by the borrower in connection with such Food 4 Less lease renewal and delivered to the lender evidence in form and substance reasonably satisfactory to the lender of the payment of same; with respect to clause (ii) above, if either (x) Food 4 Less has ceased to be a debtor in such voluntary bankruptcy or insolvency proceeding (and the Food 4 Less lease has been affirmed, assumed or assigned in a manner satisfactory to the lender), or (y) a Food 4 Less replacement tenant has taken an assignment of the Food 4 Less lease and assumed all of the obligations of the tenant thereunder, and the borrower has delivered to the lender (1) a copy of the assignment of the Food 4 Less lease to the Food 4 Less replacement tenant (together with evidence reasonably satisfactory to the lender that the Food 4 Less replacement tenant is open for business in the space demised to the Food 4 Less replacement tenant and paying full unabated rent in accordance with the Food 4 Less replacement lease), and (2) an acceptable tenant estoppel certificate from the Food 4 Less replacement tenant; with respect to clause (iii) above, if (A) Food 4 Less has resumed operations and been open for business to the public at the Plaza Mexico – Los Angeles Property in the entire Food 4 Less space for 90 consecutive calendar days (and no event of default has occurred or is then in effect during such 90 consecutive calendar day period), (B) the Food 4 Less lease is in full force and effect and no default has occurred and is continuing under the Food 4 Less lease, and (C) the borrower has delivered to the lender an acceptable tenant estoppel certificate from Food 4 Less with respect to the Food 4 Less lease; with respect to any of the clauses above, if the borrower has (A) entered into a lease with a replacement tenant reasonably satisfactory to the lender demising all of the Food 4 Less space, with a net effective rental rate of not less than the net effective rental rate under the Food 4 Less lease as of the loan closing date, for a term of not less than 5 years, and otherwise in form and substance and upon terms reasonably acceptable to the lender, (B) delivered to the lender (1) a copy of the Food 4 Less replacement lease (together with evidence reasonably satisfactory to the lender that the Food 4 Less replacement tenant is open for business in the space demised to the Food 4 Less replacement tenant and paying full unabated rent in accordance with the Food 4 Less replacement lease), (2) an acceptable tenant estoppel certificate from the Food 4 Less replacement tenant and (3) if requested by the lender, a subordination, non-disturbance and attornment agreement from the Food 4 Less replacement tenant in form and substance satisfactory to lender and (C) paid all tenant improvement allowances and leasing brokerage commissions payable by the borrower in connection with the Food 4 Less replacement lease and delivered to the lender evidence in form and substance reasonably satisfactory to the lender of payment of the same.

 

Property Management. The Plaza Mexico – Los Angeles Property is managed by an affiliate of the borrower.

 

Assumption. The borrower is permitted to transfer the Plaza Mexico – Los Angeles 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; (iii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iv) the lender has received confirmation from Fitch, Moody’s and Morningstar that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM Series 2016-NXS6 Certificates and similar confirmations from each rating agency rating any securities backed by any of the Plaza Mexico – Los Angeles Companion Loans.

 

Partial Release. Not Permitted.

 

Free Release. The borrower has the right to a free release of an unimproved portion of the Plaza Mexico – Los Angeles Property (the “Release Parcel”) provided certain conditions are met including, among others: (i) no event of default has occurred and is continuing; (ii) following the release, the remaining Plaza Mexico – Los Angeles Property will be in compliance with applicable legal requirements and all provisions of any leases of any portion of the Plaza Mexico – Los Angeles Property that are then in effect (including, without limitation, as to required parking spaces, restrictions on development, access and similar matters), and the Release Parcel will be subject to a restrictive covenant prohibiting the use or development thereof in any manner that violates any provision of any then-existing lease of the remaining Plaza Mexico – Los Angeles Property; and (iii) compliance with REMIC

 

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.

 

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requirements. No value was attributed to the Release Parcel in the appraisal. The borrower is permitted to construct a parking garage and a residential complex on the Release Parcel.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Natixis, New York Branch (in such capacity, the “Plaza Mexico – Los Angeles Mezzanine Lender”) has originated a $14,000,000 mezzanine loan (the “Plaza Mexico – Los Angeles Mezzanine Loan”) to an affiliate of the borrower. The Plaza Mexico – Los Angeles Mezzanine Loan is subject to an intercreditor agreement between the lender and the Plaza Mexico – Los Angeles Mezzanine Lender. The Plaza Mexico – Los Angeles Mezzanine Loan had an initial term of 60 months and has a remaining term as of the Cut-off Date of 60 months. The Plaza Mexico – Los Angeles Mezzanine Loan accrues interest at an interest rate of 12.352% per annum and requires interest-only payments through the term of the Plaza Mexico – Los Angeles Mezzanine Loan. The Plaza Mexico – Los Angeles Mezzanine Loan was purchased by Waterfall Olympic Master Fund Grantor Trust, Series III on August 12, 2016.

 

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 Plaza Mexico – Los Angeles Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 13.0%.

 

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

 

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(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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.

 

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 (GRAPHIC)

 

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.

 

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No. 8 – 333 North Bedford
 
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar):

NR/NR/NR   Property Type: Mixed Use
Original Principal Balance(1): $30,000,000   Specific Property Type: Office/Retail/Warehouse
Cut-off Date Balance(1): $29,913,127   Location: Mount Kisco and Bedford, NY
% of Initial Pool Balance: 4.0%   Size: 611,954 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $96.95
Borrower Name: DP 21, LLC   Year Built/Renovated: 1957/2009
Sponsors: James A. Diamond; William E. Diamond   Title Vesting: Fee
Mortgage Rate: 3.780%   Property Manager: Self-managed
Note Date: August 4, 2016   4th Most Recent Occupancy (As of): 96.9% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 96.9% (12/31/2013)
Maturity Date: August 10, 2026   2nd Most Recent Occupancy (As of): 98.8% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of): 100.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 81.4% (8/1/2016)
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: $6,437,527 (12/31/2013)
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI: $6,329,468 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI: $6,630,288 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI: $6,778,878 (TTM 5/31/2016)
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $7,450,441
      U/W Expenses: $2,331,060
      U/W NOI(4): $5,119,381
          U/W NCF: $4,776,687
Escrows and Reserves(2):         U/W NOI DSCR(1): 1.54x
          U/W NCF DSCR(1): 1.44x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 8.6%
Taxes $15,703 $120,633 NAP   U/W NCF Debt Yield(1): 8.1%
Insurance $127,612 $10,634 NAP   As-Is Appraised Value(5): $92,500,000
Replacement Reserves $0 $5,100 NAP   As-Is Appraisal Valuation Dates: July 6, 2016
TI/LC Reserve $1,500,000 Springing $1,500,000   Cut-off Date LTV Ratio(1)(5): 64.1%
Deferred Maintenance $860,966 $0 NAP   LTV Ratio at Maturity or ARD(1)(5): 50.7%
             
               
(1)See “The Mortgage Loan” section. 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 333 North Bedford Whole Loan.
(2)See “Escrows” section.
(3)See “Historical Occupancy” section.
(4)See “Cash Flow Analysis” section.
(5)The appraiser also concluded to an “as-stabilized” appraised value of $96,400,000 as of July 1, 2017, which would indicate a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 61.5% and 48.6%, respectively. See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan is part of a whole loan (the “333 North Bedford Whole Loan”) that is evidenced by two pari passu promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering a multi-tenanted mixed use building containing a combination of warehouse, flex, office, retail, and recreation space, located in Mount Kisco and Bedford, New York (the “333 North Bedford Property”). The 333 North Bedford Whole Loan was originated on August 4, 2016 by Natixis Real Estate Capital LLC. The 333 North Bedford Whole Loan had an original principal balance of $59,500,000, has an outstanding principal balance as of the Cut-off Date of $59,327,701 and accrues interest at an interest rate of 3.780% per annum. The 333 North Bedford 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 principal and interest based on a 30-year amortization schedule. The 333 North Bedford Whole Loan matures on August 10, 2026.

 

The controlling Note A-1 had an original principal balance of $30,000,000, has an outstanding principal balance of $29,913,127 as of the Cut-Off Date and will be contributed to the WFCM 2016-NXS6 Trust. The non-controlling Note A-2 (the “333 North Bedford Companion Loan”) had an original principal balance of $29,500,000, is currently held by Natixis Real Estate Capital LLC (although Natixis Real Estate Capital LLC reserves the right to reapportion the balance or sub-divide such note) and is expected to be contributed to a future trust or trusts. The lender provides no assurances that Note A-2 will not be split further. See “Description of the Mortgage Pool—The Whole Loan—The Serviced Whole Loans—The 333 North Bedford 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.

 

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Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $30,000,000   WFCM 2016-NXS6 Yes
A-2 $29,500,000   Natixis Real Estate Capital LLC No
Total $59,500,000      

 

Following the lockout period, the borrower has the right to defease the 333 North Bedford Whole Loan in whole or in part on any date before May 10, 2026. In addition, the 333 North Bedford Whole Loan is prepayable without penalty on or after May 10, 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 4, 2020.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $59,500,000   100.0%   Loan payoff(1) $40,686,576    68.4%
          Reserves 2,504,280    4.2   
          Closing costs 1,140,429    1.9   
          Return of equity 15,168,714   25.5   
Total Sources $59,500,000 100.0%   Total Uses $59,500,000   100.0%
(1)The 333 North Bedford Property was previously securitized in the UBSC 2011-C1 transaction.

 

The Property. The 333 North Bedford Property is a one- and two-story 611,954 square foot, multi-tenanted class B+ mixed-use building containing a combination of flex (25.6% of net rentable area), warehouse (11.8%), recreation space (22.3%), retail (18.8% including health club spaces), self-storage (14.7%) and office (6.8%), known as The Park at Mount Kisco. The 333 North Bedford Property is situated on a 37.4-acre parcel located in the towns of Mount Kisco and Bedford, New York. Originally built in 1957 as a single tenant distribution facility, the 333 North Bedford Property was reconfigured to a multi-tenanted facility in 2006-2009. The 333 North Bedford Property features 20.5-foot clear heights, 9 loading docks, 17 drive-in bays, and 31.5-foot by 31.5-foot column spacing. The 333 North Bedford Property contains 799 surface parking spaces, accounting for a parking ratio of 1.3 spaces per 1,000 square feet of rentable area. As of August 1, 2016, the 333 North Bedford Property was 81.4% occupied by 20 tenants. Major tenants at the 333 North Bedford Property include Grand Prix New York Racing, Target, Safe Havens Partners (self-storage), Saw Mill Club East fitness center and Photo File, Inc. Approximately 22.3% of the total rentable area consists of recreation space in the form of an indoor go-karting track, bowling alley, and a trampoline park.

 

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.

 

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333 NORTH BEDFORD

 

The following table presents certain information relating to the tenancy at the 333 North Bedford Property:

 

Major Tenants

 

Tenant Name 

Credit Rating
(Fitch/
Moody’s/
S&P)

  Space Type  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                        
Grand Prix New York Racing(2)  NR/NR/NR  Recreational  117,942  19.3%  $8.90  $1,049,106  17.8%  12/31/2024
Safe Havens Partners(3)  NR/NR/NR  Self-storage  90,031  14.7%  $8.33  $750,000  12.7%  5/31/2022
Photo File, Inc.  NR/NR/NR  Flex  42,881  7.0%  $14.04  $602,149  10.2%  3/31/2020(4)
Saw Mill Club East(5)  NR/NR/NR  Health Club  42,693  7.0%  $18.87  $805,500  13.6%  12/31/2020(6)
C&C North America  NR/NR/NR  Retail  31,454  5.1%  $14.07  $442,609  7.5%  3/31/2018(7)
Total Major Tenants         325,001  53.1%  $11.23  $3,649,364  61.8%   
                         
Non-Major Tenants         173,107  28.3%  $13.04  $2,257,476  38.2%   
                         
Occupied Collateral Total        498,108  81.4%  $11.86  $5,906,840  100.0%   
                         
Vacant Space(3)        113,846  18.6%            
                         
Collateral Total        611,954  100.0%            
                         

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps totaling $57,364, through August 2017.
(2)Grand Prix New York Racing subleases 17,200 square feet to Spins Bowl (2.8% of net rentable area) at a current rental rate of $20.93 per square foot. The sponsors have a 52.6% ownership interest in Grand Prix New York Racing and 87.4% ownership interest in Spins Bowl. The Annual U/W Base Rent for Grand Prix New York Racing is based on the tenant’s primary lease rate and Spins Bowl’s lease rate. Spins Bowl is required to pay the borrower directly the annual rent of $360,000.
(3)The sponsors have 75.0% ownership in Safe Havens Partners.
(4)Photo File, Inc. has a one-time right to terminate its lease on October 1, 2017, with nine months’ written notice and the payment of unamortized landlord lease transaction costs, including cost of tenant’s build-out and brokerage fees.
(5)Saw Mill Club East subleases 1,300 square feet to Spa East (0.2% of net rentable area) at a current rental rate of $44.77 per square foot. The Annual U/W Base Rent for Saw Mill Club East is based on the tenant’s primary lease rate.
(6)Saw Mill Club East has five, five-year renewal options.
(7)C&C North America has two, five-year renewal options.

  

The following table presents certain information relating to the lease rollover schedule at the 333 North Bedford 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 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 3 57,418 9.4% 57,418 9.4% $735,572 12.5% $12.81
2018 3  71,164 11.6%  128,582 21.0% $947,316 16.0% $13.31
2019 5  27,051 4.4%  155,633 25.4% $368,889 6.2% $13.64
2020 5  120,121 19.6%  275,754 45.1% $1,806,146 30.6% $15.04
2021 0 0 0.0%  275,754 45.1% $0 0.0% $0.00
2022 2  96,612 15.8%  372,366 60.8% $869,133 14.7% $9.00
2023 0 0 0.0%  372,366 60.8% $0 0.0% $0.00
2024 1  117,942 19.3%  490,308 80.1% $1,049,106 17.8% $8.90
2025 0 0 0.0%  490,308 80.1% $0 0.0% $0.00
2026 0 0 0.0%  490,308 80.1% $0 0.0% $0.00
Thereafter 1 7,800 1.3%  498,108 81.4% $130,678 2.2% $16.75
Vacant 0 113,846 18.6%  611,954 100.0% $0 0.0% $0.00
Total/Weighted Average 20 611,954 100.0%     $5,906,840 100.0% $11.86

 

(1)Information obtained from the underwritten rent roll.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

THE 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.

 

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The following table presents historical occupancy percentages at the 333 North Bedford Property:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

8/1/2016(2)(3)

96.9% 98.8% 100.0% 81.4%

 

(1)Information obtained from the borrower.
(2)Information obtained from the underwritten rent roll.
(3)The decrease in occupancy from 2015 is due to former tenant The Wine Enthusiast (18.6% of net rentable area) vacating its space in July 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 333 North Bedford Property:

 

Cash Flow Analysis

 

   2013  2014  2015  TTM 5/31/2016  U/W  % of U/W
Effective
Gross
Income
  U/W $ per SF  
Base Rent  $6,640,031  $6,475,101  $6,901,321  $6,999,170  $5,906,840  79.3%  $9.65  
Grossed Up Vacant Space  0  0  0  0  1,223,845  16.4     2.00  
Total Reimbursables  1,915,069  2,028,386  2,109,966  2,164,362  1,950,357  26.2     3.19  
Other Income  12,028  47,286  1,283  3,127  3,127  0.0     0.01  
Less Vacancy & Credit Loss 

0

 

0

 

0

 

0

 

(1,633,727)(1)

 

(21.9)

 

(2.67)

 
Effective Gross Income  $8,567,127  $8,550,772  $9,012,571  $9,166,659  $7,450,441  100.0%  $12.17  
                        
Total Operating Expenses  $2,129,600  $2,221,304  $2,382,282  $2,387,781  $2,331,060  31.3    $3.81  
                        
Net Operating Income  $6,437,527  $6,329,468  $6,630,288  $6,778,878  $5,119,381(2)  68.7%  $8.37  
                        
TI/LC  0  0  0  0  305,977  4.1    0.50  
Capital Expenditures 

0

 

0

 

0

 

0

 

36,717

 

0.5  

 

0.06

 
Net Cash Flow  $6,437,527  $6,329,468  $6,630,288  $6,778,878  $4,776,687  64.1%  $7.81  
                        
NOI DSCR(3)  1.94x  1.91x  2.00x  2.04x  1.54x        
NCF DSCR(3)  1.94x  1.91x  2.00x  2.04x  1.44x        
NOI DY(3)  10.9%  10.7%  11.2%  11.4%  8.6%        
NCF DY(3)  10.9%  10.7%  11.2%  11.4%  8.1%        

 

(1)The underwritten economic vacancy is 18.0%. The 333 North Bedford Property was 81.4% physically occupied as of August 1, 2016.
(2)The decrease in U/W NOI is due to a former tenant The Wine Enthusiast, (18.6% of net rentable area) vacating its space in July 2016.
(3)The debt service coverage ratios and debt yields are based on the 333 North Bedford Whole Loan.

 

Appraisal. As of the appraisal valuation date of July 6, 2016, the 333 North Bedford Property had an “as-is” appraised value of $92,500,000 and an “as-stabilized” value of $96,400,000 as of July 1, 2017, based on a stabilized occupancy of 93.0%.

 

Environmental Matters. According to a Phase I environmental site assessment dated July 15, 2016, there was no evidence of any recognized environmental conditions at the 333 North Bedford Property.

 

Market Overview and Competition. The 333 North Bedford Property is located in Mount Kisco and Bedford, Westchester County, New York, approximately 43.2 miles northeast of New York City. The 333 North Bedford Property is situated 2.2 miles west of Interstate 684, which runs north/south through Westchester to Putnam County. The 333 North Bedford Property is also located approximately 8.1 miles east of the Taconic State Parkway, which travels north-south through Westchester County, providing access to White Plains to the south and Yorktown to the north. According to the appraisal, the 2016 estimated population in Mount Kisco and Bedford was 11,337 and 17,799, respectively, with an estimated 2016 average household income of $104,272 and $188,402, respectively. Mount Kisco is often referred to as “the commercial hub” of northern Westchester, as residents from surrounding towns and municipalities come to shop at the village’s array of stores. North Bedford Road is considered the main commercial corridor in the area and is heavily developed with various commercial and retail uses for approximately 2 miles north of downtown Mount Kisco. Over the last decade, national retailers have increased their presence in the market. Staples, Target and T.J. Maxx have all opened locations along East Main Street and North Bedford Road, north and south of town. In addition, Borders Books recently opened a store at the northwest corner of East Main Street and Green Street in downtown Mount Kisco.

 

According to the appraisal, the 333 North Bedford Property is located within the North Market industrial submarket of the Westchester County industrial market. As of the second quarter of 2016, the submarket reported total inventory of 72 buildings totaling approximately 2.2 million square feet with a 5.1% vacancy rate. The appraiser concluded to market rents for the 333 North Bedford Property of $12.00 per square foot for the industrial space, $20.00 per square foot for the office space and $18.00 per square foot for the health club spaces, all on a triple net basis.

 

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

 

77 

 

 

333 NORTH BEDFORD

 

The following table presents certain information relating to comparable office properties to the 333 North Bedford Property:

 

Comparable Industrial 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

404 Fieldcrest Drive

Elmsford, NY

1996/NAV 1 78,674 100% 14.0 miles Federal Express Apr 2016 / 5 Yrs 78,674 $10.50 NNN

518-520 Franklin Avenue

Mount Vernon, NY

1960/NAV 1 22,500 100% 27.8 miles Not disclosed Oct 2015/ 10 Yrs 22,500 $12.75 NNN

3 Westchester Plaza

Elmsford, NY

1969/NAV 1 93,500 100% 14.5 miles Vivant Solar Aug 2015 / 5 Yrs 24,275 $17.00 NNN

560 South 3rd Avenue

Mount Vernon, NY

1965/NAV 1 63,000 100% 28.1 miles DHL Jun 2015 / NAV 22,400 $12.81 Modified Gross

600-700 Executive Blvd.

Elmsford, NY

1968/NAV 1 107,500 100% 14.8 miles Not Disclosed Jun 2015 / 5 Yrs 15,000 $13.50 NNN

36 Midland Avenue

Port Chester, NY

1979/NAV 1 78,287 88% 20.8 miles Walker Zanger Apr 2015 / 10 Yrs 21,764 $14.64 NNN
(1)Information obtained from the appraisal and a third party report.

 

Comparable Office 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
400 Columbus Avenue Valhalla, NY 1972/1998 3 141,190 50% 10.3 miles Confidential Jun 2016 / 10 Yrs 4,700 $23.50 Modified Gross
500 Executive Boulevard Ossining, NY 1996/2002 3 22,500 94% 10.5 miles Confidential Jan 2016 / 5 Yrs 2,895 $21.50 NNN
280 North Bedford Road Mount Kisco, NY 1988/1999 3 30,000 92% 0.2 miles Confidential Jan 2016 / 5 Yrs 1,700 $24.00 NNN
45 Knollwood Road Elmsford, NY 1982/NAV 5 50,000 93% 16.0 miles Paredim Partners Nov 2015 / 5 Yrs 3,109 $22.00 Modified Gross
45 Kensico Drive Mount Kisco, NY 1970/NAV 2 16,320 100% 1.1 miles Confidential Sep 2015 / 5 Yrs 2,385 $22.00 Modified Gross
(1)Information obtained from the appraisal and a third party report.

 

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.

 

78 

 

 

333 NORTH BEDFORD

 

The Borrower. The borrower is DP 21, LLC, a New York 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 333 North Bedford Whole Loan. James A. Diamond and William E. Diamond are the guarantors of certain nonrecourse carveouts under the 333 North Bedford Whole Loan.

 

The Sponsors. The sponsors are James A. Diamond and William E. Diamond, founders of Diamond Properties LLC. Since its founding in 1993, Diamond Properties, LLC has acquired 58 properties, including office, warehouse, retail and residential properties and land, in New York, Pennsylvania, Connecticut, Ohio and Maryland; and the firm currently owns 44 properties, totaling in excess of 3.7 million square feet. James A. Diamond and William E. Diamond reported an aggregate net worth of approximately $83.6 million and $81.0 million, respectively, as of December 31, 2015.

 

Escrows. The loan documents provide for upfront reserves in the amount of $15,703 for real estate taxes, $127,612 for insurance, $1,500,000 for tenant improvements and leasing commissions (“TI/LC”) and $860,966 for deferred maintenance. The loan documents also provide for ongoing monthly deposits of $120,633 for real estate taxes, $10,634 for insurance premiums and $5,100 for replacement reserves. The TI/LC reserve is subject to a cap of $1,500,000 and a floor of $500,000. If the balance of the TI/LC reserve falls below $500,000, the loan documents require ongoing monthly deposit in the amount of $25,498 until the cap is met.

 

Lockbox and Cash Management. The 333 North Bedford Whole Loan is structured with a lender-controlled hard lockbox, which is already in place, and springing cash management. The 333 North Bedford Whole Loan requires all rents to be directly deposited by tenants of the 333 North Bedford Property into the clearing account. Prior to the occurrence of a Cash Management Period (as defined below), all funds in the lockbox account are swept to the borrower’s operating account. During a Cash Management Period, all funds in the lockbox account will be swept to a lender-controlled cash management account.

 

A “Cash Management Period” will commence upon the occurrence of any of the following: (i) an event of default; (ii) the failure by the borrower, after the end of a calendar quarter, to maintain a debt service coverage ratio of at least 1.10x; or (iii) a Primary Tenant Sweep Period (as defined below). A Cash Management Period will end, with respect to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.15x for six consecutive months; and with respect to clause (iii), upon the occurrence of a Primary Tenant Sweep Period Cure (as defined below).

 

A “Primary Tenant Sweep Period” will commence upon: (i) any termination of, or receipt by the borrower of a notice to terminate, a Primary Tenant (as defined below) lease; (ii) a Primary Tenant becoming the subject of a bankruptcy action; (iii) a Primary Tenant “going dark” in a majority of its premises; (iv) the occurrence of any monetary or material non-monetary default (beyond any

applicable notice and/or cure period) under a Primary Tenant lease; or (v) the date that is the earlier of nine months prior to (A) any lease extension date set forth in a Primary Tenant lease or (B) the expiration date of such Primary Tenant lease unless, in the case of (v) such Primary Tenant lease has been extended with a term that expires no earlier than five years after the 333 North Bedford Whole Loan maturity date.

 

A “Primary Tenant Sweep Period Cure” will occur with respect to clause (i) or clause (v) above, if a Primary Tenant Replacement Event (as defined below) has occurred; with respect to clause (ii) above, if either (A) the bankruptcy action is dismissed and the Primary Tenant lease is affirmed, or (B) a Primary Tenant Replacement Event has occurred; with respect to clause (iii) above, if either (A) a Primary Tenant or another tenant re-opens for business for a continuous period of not less than three months, or (B) a Primary Tenant Replacement Event has occurred; or with respect to clause (iv) above, if either (A) the monetary or material non-monetary default is cured and no other monetary or material nonmonetary default (beyond any applicable notice and/or cure period) exists under the Primary Tenant lease, or (B) a Primary Tenant Replacement Event has occurred.

 

A “Primary Tenant Replacement Event” means the termination of a Primary Tenant lease and the borrower entering into one or more new leases for all of the applicable Primary Tenant premises with acceptable replacement tenant(s) and upon such terms and conditions as are reasonably acceptable to the lender in all respects.

 

A “Primary Tenant” means each of (i) Grand Prix New York Racing, (ii) Spins Bowl, (iii) and thereafter, any acceptable replacement tenant thereof occupying all or substantially all of the Primary Tenant premises.

 

Property Management. The 333 North Bedford Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the 333 North Bedford 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 satisfy the lender’s credit review and underwriting standards, taking into consideration such transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, a rating agency confirmation from Fitch, Moody’s and Morningstar stating that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings to the Series 2016-NXS6 Certificates and similar confirmations from each rating agency rating securities backed by the 333 North Bedford Companion Loan.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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

 

79 

 

 

333 NORTH BEDFORD

 

Terrorism Insurance. The loan documents provide that the required “all risk” insurance policy must include coverage for terrorism in an amount equal to the full replacement cost of the 333 North Bedford Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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

 

80 

 

 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

 

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.

 

81 

 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

 

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.

 

82 

 

 

YEAGER PORTFOLIO

 

 

 

 

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.

 

83 

 

 

No. 9 – Yeager Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Portfolio
Credit Assessment
(Fitch/Moody’s/Morningstar):
NR/NR/NR   Property Type: Office
Original Principal Balance: $28,000,000   Specific Property Type: Suburban
Cut-off Date Balance: $28,000,000   Location: Various – See Table
% of Initial Pool Balance: 3.7%   Size: 163,740 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $171.00
Borrower Name: Yeager Companies LLC   Year Built/Renovated: Various – See Table
Sponsor: Scott J. Yeager   Title Vesting: Fee
Mortgage Rate: 4.881%   Property Manager: Self-managed
Note Date: September 13, 2016   4th Most Recent Occupancy (As of)(2): 97.6% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(2): 97.6% (12/31/2013)
Maturity Date: October 6, 2026   2nd Most Recent Occupancy (As of)(2): 95.4% (12/31/2014)
IO Period: None   Most Recent Occupancy (As of): 98.9% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 99.5% (8/1/2016)
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)(3): $2,348,010 (12/31/2013)
Call Protection: L(24),D(91),O(5)   3rd Most Recent NOI (As of): $2,420,104 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of)(3): $2,944,282 (12/31/2015)
Additional Debt: None   Most Recent NOI (As of): $2,997,848 (TTM 6/30/2016)
Additional Debt Type: NAP    
      U/W Revenues: $5,207,442
      U/W Expenses: $2,366,980
      U/W NOI: $2,840,462
          U/W NCF: $2,731,235
Escrows and Reserves(1):         U/W NOI DSCR: 1.60x
          U/W NCF DSCR: 1.53x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 10.1%
Taxes $81,166 $40,583 NAP   U/W NCF Debt Yield: 9.8%
Insurance $25,388 $4,231 NAP   As-Is Appraised Value: $38,460,000
Replacement Reserve $0 $2,997 NAP   As-Is Appraisal Valuation Date(4): Various
TI/LC Reserve $0 $11,988 $400,000   Cut-off Date LTV Ratio: 72.8%
Deferred Maintenance $40,103 $0 NAP   LTV Ratio at Maturity or ARD: 59.6%
             

 

(1)See “Escrows” section.

(2)See “Historical Occupancy” section.

(3)See “Cash Flow Analysis” section.

(4)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “Yeager Portfolio Mortgage Loan”) is evidenced by a promissory note secured by a first mortgage encumbering the fee interest in eight suburban office properties located in Indiana and Texas (the “Yeager Portfolio Properties”). The Yeager Portfolio Mortgage Loan was originated on September 13, 2016 by UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 10019 (“UBS AG, 1285 Branch”). The Yeager Portfolio Mortgage Loan had an original principal balance of $28,000,000, has an outstanding principal balance as of the Cut-off Date of $28,000,000 and accrues interest at an interest rate of 4.881% per annum. The Yeager Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Yeager Portfolio Mortgage Loan matures on October 6, 2026.

 

Following the lockout period, the borrower has the right to defease the Yeager Portfolio Mortgage Loan in whole or in part (see “Partial Release” section), on any payment date on or after November 6, 2018. In addition, the Yeager Portfolio 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.

 

84 

 

 

YEAGER PORTFOLIO

 

Sources and Uses

 

Sources         Uses      
Original loan amount $28,000,000   100.0%   Loan payoff $19,577,315    69.9%
          Closing costs 715,992   2.6
        Reserves 146,656   0.5
        Return of equity 7,560,037   27.0 
Total Sources $28,000,000   100.0%   Total Uses $28,000,000   100.0%

 

The Properties. The Yeager Portfolio Properties consist of eight office properties located in Indiana (seven properties) and Texas (one property). The Yeager Portfolio Properties total 163,740 square feet and are leased to 608 tenants. The Yeager Portfolio Properties range in size from 8,100 square feet to 29,562 square feet, with an average of 20,468 square feet. The Yeager Portfolio Properties caters to the on modern-day needs of small businesses, start-ups, and independent professionals by providing office suites with all-inclusive amenities at affordable monthly rates. With the exception of the Noblesville II property, which is more similar to a traditional office building with larger suites and fewer tenants, all Yeager Portfolio Properties offer suite-style office spaces to tenants and feature communal conference rooms, a cafe, and co-working space. In addition, tenants at all Yeager Portfolio Properties are provided with high-speed internet access, utilities, and janitorial maintenance, as well as technological amenities at a fixed fee. The Yeager Portfolio Properties offer tenants monthly rates ranging from $202 to $3,300 per suite on month-to-month leases, with a 90-day notice to vacate. No tenant accounts for more than 9.4% of the net rentable area or 13.1% of underwritten base rent at the Yeager Portfolio Properties.

 

The Yeager Portfolio Properties were developed or acquired by the sponsor from 2005 to 2014, for a total cost of approximately $36.9 million ($225.18 per square foot). In addition, the sponsor spent approximately $454,094 in capital expenditures and other soft costs for a total cost basis of approximately $37.3 million ($227.95 per square foot). Since 2007, the average occupancy across the Yeager Portfolio Properties, excluding properties in initial lease up has ranged from 97.2% to 100.0%. As of August 1, 2016, the Yeager Portfolio Properties were 99.5% occupied by 608 tenants with individual properties ranging in occupancy from 98.4% to 100.0%.

 

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

 

Property Name – Location Allocated Cut-off Date Balance % of Portfolio Cut-off Date Balance Occupancy Year Built/ Renovated Net Rentable Area (SF) As-Is Appraised Value Allocated Cut-off Date LTV
Frisco - Frisco, TX $7,000,000 25.0% 99.4% 2013/NAP 25,019 $8,450,000 82.8%
Carmel - Carmel, IN $6,000,000 21.4% 100.0% 2010/NAP 29,562 $8,000,000 75.0%
Fishers II - Fishers, IN $3,700,000 13.2% 98.4% 2007/NAP 24,685 $5,330,000 69.4%
Greenwood - Greenwood, IN $3,600,000 12.9% 100.0% 2008/NAP 24,303 $5,200,000 69.2%
Fishers I - Fishers, IN $3,100,000 11.1% 100.0% 2005/NAP 16,653 $4,460,000 69.5%
Plainfield - Plainfield, IN $3,000,000 10.7% 99.1% 2009/NAP 22,818 $4,300,000 69.8%
Noblesville I - Noblesville, IN $1,000,000 3.6% 100.0% 1930/2005 8,100 $1,550,000 64.5%
Noblesville II - Noblesville, IN $600,000 2.1% 100.0% 2006/NAP 12,600 $1,170,000 51.3%
Total/Weighted Average $28,000,000 100.0% 99.5%   163,740 $38,460,000 72.8%

 

The following table presents certain information relating to the property mix at the Yeager Portfolio Properties:

 

Property Mix

 

Property Name – Location Net
Rentable
Area (SF)
No. of
Suites
Average Suite
U/W Monthly
Rent
Average
Suite
NRSF
Average Suite
U/W Annual
Rent PSF
Frisco - Frisco, TX 25,019 152   $628.06 145    $54.74
Carmel - Carmel, IN 29,562 146  $559.34 181    $38.61
Fishers II - Fishers, IN 24,685 98 $625.40 216    $35.58
Greenwood - Greenwood, IN 24,303 101  $569.71 206    $34.10
Fishers I - Fishers, IN 16,653 76 $566.64 189    $36.03
Plainfield - Plainfield, IN 22,818 96 $575.06 204    $34.69
Noblesville I - Noblesville, IN   8,100 42 $504.14 166    $36.80
Noblesville II - Noblesville, IN 12,600   6 $2,458.33    2,100    $14.17
Total/Weighted Average 163,740  717    $599.94 201    $39.87

 

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.

 

85 

 

 

YEAGER PORTFOLIO

 

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

 

Historical Occupancy

 

12/31/2012(1)(2) 

12/31/2013(1)(2) 

12/31/2014(1)(2) 

12/31/2015(1) 

8/1/2016(3) 

97.6% 97.6% 95.4% 98.9% 99.5%

 

(1)Information obtained from the borrower.

(2)2012 and 2013 occupancy excludes the Frisco property as it was constructed in 2013. In 2014, the Frisco property had occupancy of 75.0% during its initial lease-up period. Excluding the Frisco property, the Yeager Portfolio Properties had occupancy of 98.3%.

(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 Yeager Portfolio Properties:

 

Cash Flow Analysis

 

  2013(1)   2014   2015  

TTM

6/30/2016

  U/W   % of U/W
Effective
Gross
Income
  U/W $ per SF
Base Rent(2) $3,538,349   $4,059,877(3)   $4,941,210(3)   $5,125,842   $5,245,243      100.7%   $32.03  
Grossed Up Vacant Space 0   0   0   0   29,352      0.6   0.18  
Total Reimbursables 0   0   0   0   0      0.0   0.00  
Other Income(4) 304,619   279,085   223,919   236,498   232,265      4.5   1.42  
Less Vacancy & Credit Loss

0

 

0

 

0

 

0

 

(299,418)(5)

 

(5.7)

 

(1.83)

 
Effective Gross Income $3,842,968   $4,338,962   $5,165,129   $5,362,340   $5,207,442      100.0%   $31.80  
                             
Total Operating Expenses $1,494,958   $1,918,858   $2,220,847   $2,364,492   $2,366,980      45.5%   $14.46  
                             
Net Operating Income $2,348,010   $2,420,104   $2,944,282   $2,997,848   $2,840,462      54.5%   $17.35  
 TI/LC 0   0   0   0   84,858      1.6   0.52  
Capital Expenditures

0

 

0

 

0

 

0

 

24,369   

 

0.5

 

0.15

 
Net Cash Flow $2,348,010   $2,420,104   $2,944,282   $2,997,848   $2,731,235      52.4%   $16.68  
                             
NOI DSCR 1.32x   1.36x   1.65x   1.68x   1.60x             
NCF DSCR 1.32x   1.36x   1.65x   1.68x   1.53x             
NOI DY 8.4%   8.6%   10.5%   10.7%   10.1%             
NCF DY 8.4%   8.6%   10.5%   10.7%   9.8%             

 

(1)2013 excludes the Frisco property as it was constructed in 2013.

(2)In addition to leased contract rent, Base Rent includes income from membership fees for access to the Yeager Portfolio Properties ($105,526) and leased storage ($7,308).

(3)The increase in 2015 Base Rent over 2014 Base Rent is due primarily to the Frisco property being in initial lease-up period in 2014 and reaching 100.0% occupancy in 2015.

(4)Other Income is comprised of fees for phone/cable, utilities, and tenant improvements.

(5)The underwriting economic vacancy is 5.7% (8.0% for the Frisco property and 5.0% for the other Yeager Portfolio Properties), in-line with the appraiser’s concluded vacancy rates for each property and generally above the historical vacancy rates at each property. The Yeager Portfolio Properties were 99.5% physically occupied as of August 1, 2016.

 

Appraisal. As of the appraisal valuation dates of July 25, 2016 and July 27, 2016, the Yeager Portfolio Properties had an aggregate “as-is” appraised value of $39,460,000.

 

Environmental Matters. According to the Phase I environmental site assessments dated July 26, 2016 through August 3, 2016, there was no evidence of any recognized environmental conditions at the Yeager Portfolio Properties.

 

Market Overview and Competition. The Yeager Portfolio Properties are comprised of eight suburban office / office suite properties located in Indiana within the Indianapolis metropolitan statistical area (seven properties) and in Texas within the Dallas metropolitan statistical area (one property), listed below by descending allocated principal balance as of the Cut-off Date.

 

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

 

Property Name – Location Allocated Cut-off Date Balance Estimated 2016 Population (5-mile Radius)(1) Estimated 2016 Average Household Income (5-mile Radius)(1)

Average Submarket 

Vacancy(1)

Frisco - Frisco, TX $7,000,000 187,308 $118,254 12.1%
Carmel - Carmel, IN $6,000,000 151,398 $109,943 6.9%
Fishers II - Fishers, IN $3,700,000 144,599 $104,329 12.9%
Greenwood - Greenwood, IN $3,600,000 151,087 $72,369 5.8%
Plainfield - Plainfield, IN $3,000,000 97,526 $76,814 5.4%
Fishers I - Fishers, IN $3,100,000 166,686 $104,234 12.9%
Noblesville I - Noblesville, IN $1,000,000 97,591 $93,643 13.9%
Noblesville II - Noblesville, IN $600,000 119,283 $96,575 13.9%

 

(1)Information obtained from third party market research reports.

 

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.

 

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The Borrowers. The borrower is Yeager Companies LLC, a Texas limited liability company structured to be bankruptcy-remote with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidated opinion in connection with the origination of the Yeager Portfolio Mortgage Loan. The borrower is owned by managing member, Yeager Real Estate Inc. (0.5%) and Yeager Properties Inc. (“Yeager Properties”) (99.5%), both of which are wholly owned by Scott J. Yeager.

 

The Sponsors. The sponsor and non-recourse guarantor of the Yeager Portfolio Mortgage Loan is Scott J. Yeager (“Yeager Portfolio Guarantor”). Mr. Yeager is the founder of Yeager Properties, which provides creatively designed multi-tenant office and retail properties that serve the small tenant market. Yeager Properties caters to the needs of small businesses and independent professionals by providing furnished office suite buildings with all-inclusive amenities including utilities, cable, high speed internet, and a full time on-site property manager at affordable rates. Yeager Properties currently manages nine office suites and two retail properties across Indiana and Texas.

 

The Yeager Portfolio Mortgage Loan will be recourse to the Yeager Portfolio Guarantor pursuant to standard carve-outs and upon the occurrence of the Partial Recourse Springing Event (as defined below), the entire outstanding principal balance under the note, up to $2.8 million.

 

A “Partial Recourse Springing Event” will commence upon the date on which (i) the property manager no longer manages the Yeager Portfolio Properties pursuant to the management agreement, (ii) the Yeager Portfolio Guarantor does not own at least 51% of all legal and beneficial interests in the property manager (subject to the ability to transfer its ownership to immediate family members or trusts for estate planning purposed provided that Scott J. Yeager continues to control the property manager), or (iii) the Yeager Portfolio Guarantor does not control the property manager.

 

Escrows. The loan documents provide for upfront reserves in the amount of $81,166 for real estate taxes, $25,388 for insurance, and $40,103 for deferred maintenance. Additionally, the loan documents provide for ongoing monthly deposits of an amount equal to one-twelfth of the estimated annual real estate taxes (initially estimated at $40,583), one-twelfth of the estimated annual insurance premiums (initially estimated at $4,231), $2,997 for replacement reserves, and $11,988 for TI/LC (subject to a cap of $400,000). During a Specified Tenant Trigger Event (as defined below), all excess cash flow is required to be deposited into a “Specified Tenant Rollover Reserve” to be held by the lender as additional security for the Yeager Portfolio Mortgage Loan. So long as no event of default exists, funds held in the Specified Tenant Rollover Reserve are required to be used in connection with TI/LC expenses incurred following the occurrence of either (a) an Acceptable Specified Tenant Lease Extension (as defined below) or (b) an Acceptable Specified Tenant Re-tenanting Event (as defined below) with respect to the Specified Tenant space.

 

A “Specified Tenant Trigger Event” will commence upon the earlier of (i) the Specified Tenant (as defined below) providing written notice to the borrower of its intention to terminate, not extend, or not renew its lease; (ii) the Specified Tenant failing to provide written notice to the borrower of its election to extend or renew the Specified Tenant lease on or before the earlier of (a) the date required under the Specified Tenant lease for such notice and (b) the date that is 12 months prior to the then applicable expiration date under the Specified Tenant lease; (iii) an event of default under any Specified Tenant lease continuing beyond any applicable notice or cure period; (iv) the Specified Tenant “going dark,” vacating, ceasing to occupy or discontinuing its operations at its space; (v) the termination or cancellation of the Specified Tenant lease; or (vi) any bankruptcy action of the Specified Tenant. A Specified Tenant Trigger Event will end, in regard to clause (i) or (ii), if the Specified Tenant space is occupied by the Specified Tenant or an acceptable replacement tenant pursuant to an Acceptable Specified Tenant Re-tenanting Event and the borrower has provided evidence reasonably satisfactory to the lender of an Acceptable Specified Tenant Lease Extension or Acceptable Specified Tenant Re-tenanting Event and that such tenant is in actual, physical occupancy and paying full, unabated rent; in regard to clause (iii), the borrower has provided evidence reasonably satisfactory to lender that the Specified Tenant has cured all defaults under the Specified Tenant lease; in regard to clause (iv), the borrower provides evidence reasonably satisfactory to lender that the Specified Tenant is in actual, physical occupancy of the Specified Tenant space, conducting business to the public, and paying full, unabated rent; in regard to clause (v) the Specified Tenant has revoked and rescinded in writing all termination or cancellation notices with respect to the Specified Tenant lease and the Specified Tenant lease is in full force and effect; or in regard to clause (vi) the Specified Tenant or guarantor of the Specified Tenant lease is no longer insolvent or subject to any bankruptcy action; provided that after giving effect to each cure set forth above, no Cash Sweep Event (see “Lockbox and Cash Management” section) or Specified Tenant Trigger Event will have occurred and be continuing and the borrower will have paid to lender all reasonable costs and expenses incurred.

 

A “Specified Tenant” means any tenant at any of the Yeager Portfolio Properties that now or hereafter, together with its affiliates, whose lease or leases account for 10% or more of either (a) the total NRSF of the Yeager Portfolio Properties or (b) the total in-place base rent at the Yeager Portfolio Properties. No tenant accounts for more than 9.4% of the net rentable area or 13.1% of underwritten base rent at the Yeager Portfolio Properties.

 

An “Acceptable Specified Tenant Lease Extension” means an extension or renewal of a Specified Tenant lease for a term expiring not less than two years beyond the maturity date of the Yeager Portfolio Mortgage Loan on terms set forth in the applicable Specified Tenant lease or specified in the Yeager Portfolio Mortgage Loan documents.

 

An “Acceptable Specified Tenant Re-tenanting Event” means the leasing of all space under a Specified Tenant to one or more replacement tenants reasonably satisfactory to the lender on terms and conditions specified in the Yeager Portfolio Mortgage Loan documents.

 

Lockbox and Cash Management. Upon the first occurrence of a Cash Management Trigger Event (as defined below), the borrower is required to establish and maintain a lender-controlled lockbox account and collect or cause the property manager to collect all rents to be deposited into such lockbox within two business days of receipt. In the event the lender reasonably believes the borrower or property manager has failed to comply, the lender, on the borrower’s behalf, may send written instructions to direct all tenants to deposit all rents directly into such lockbox account. Prior to the occurrence and continuance of a Cash Sweep Event (as defined below), all excess cash flow is distributed to the borrower. During the continuance of a Cash Sweep Event, all excess cash flow is

 

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.

 

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swept to a lender-controlled account to be held as additional collateral for the Yeager Portfolio Mortgage Loan; however, during the continuance of a Specified Tenant Trigger Event, all excess cash flow is swept to the Specified Tenant Rollover Reserve (see “Escrows” section).

 

A “Cash Management Trigger Event” will commence upon the occurrence of (i) an event of default; (ii) any bankruptcy action involving the borrower, the Yeager Portfolio Guarantor, or the property manager; (iii) the debt service coverage ratio based on the trailing 12-month period falling below 1.25x; (iv) a Specified Tenant Trigger Event; or (v) any indictment for fraud or misappropriation of funds by the borrower, the Yeager Portfolio Guarantor or the property manager or any officer or director thereof. A Cash Management Trigger Event will end, with regard to clause (i), upon the cure of such event of default and acceptance of such cure by the lender; with regard to clause (ii), upon the filing being discharged, stayed or dismissed within 30 days for the borrower or the Yeager Portfolio Guarantor, or within 120 days for the property manager; with regard to clause (iii), upon the debt service coverage ratio based on the trailing 12-month period being at least 1.30x for two consecutive calendar quarters; with regard to clause (iv), upon the Specified Tenant Trigger Event being cured; or with regard to clause (v), solely with respect to the property manager, when the borrower replaces the property manager pursuant to the terms and provisions specified in the Yeager Portfolio Mortgage Loan documents.

 

A “Cash Sweep Event” will commence upon the occurrence of (i) an event of default; (ii) any bankruptcy action involving the borrower, the Yeager Portfolio Guarantor, or the property manager; (iii) the debt service coverage ratio based on the trailing 12-month period falling below 1.25x, or (iv) a Specified Tenant Trigger Event. A Cash Sweep Event will end, with regard to clause (i), upon the cure of such event of default and acceptance of such cure by the lender; with regard to clause (ii), upon the filing being discharged, stayed or dismissed within 30 days for the borrower or the Yeager Portfolio Guarantor, or within 120 days for the property manager; with regard to clause (iii), upon the debt service coverage ratio based on the trailing 12-month period being at least 1.30x for two consecutive calendar quarters; or with regard to clause (iv), upon the Specified Tenant Trigger Event being cured.

 

Property Management. The Yeager Portfolio Properties are managed by an affiliate of the borrower.

 

Assumption. The borrower has a right to transfer the Yeager Portfolio Properties 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 Yeager Portfolio Guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from Fitch, Moody’s, and Morningstar that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2016-NXS6 Certificates.

 

Partial Release. Following the lockout period, the borrower is permitted to partially release any Yeager Portfolio Property, subject to certain conditions including (i) no event of default has occurred and is continuing; (ii) partial defeasance of 125% of the released property’s allocated loan balance; (iii) the loan-to-value ratio with respect to the remaining properties will be no greater than the lesser of the loan-to-value ratio at loan closing and the loan-to-value ratio immediately prior to the release; (iv) the debt service coverage ratio with respect to the remaining properties will be no less than the greater of the debt service coverage ratio at loan closing and the debt service coverage ratio immediately prior to the release; and (v) the debt yield with respect to the remaining properties will be no less than the greater of the debt yield at loan closing and the debt yield immediately prior to the release.

 

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 Yeager Portfolio Properties. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

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.

 

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(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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.

 

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 (Graphic)

 

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.

 

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 (map)

 

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.

 

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No. 10 – Sixty Soho
   
Loan Information   Property Information
Mortgage Loan Seller: Natixis Real Estate Capital   Single Asset/Portfolio: Single Asset

Credit Assessment

(Fitch/Moody’s/Morningstar):

NR/NR/NR   Property Type: Hospitality
Original Principal Balance(1): $27,580,854   Specific Property Type: Full Service
Cut-off Date Balance(1): $26,650,000   Location: New York, NY
% of Initial Pool Balance: 3.5%   Size: 97 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room(1): $398,454
Borrower Names: Cromwell Soho Holdings LLC; Cromwell Soho Operating LLC   Year Built/Renovated: 2000/2015
Sponsors: Michael Pomeranc; Lawrence Pomeranc; Jason Pomeranc   Title Vesting: Fee
Mortgage Rate: 4.725%   Property Manager: Self-Managed
Note Date: February 12, 2015   4th Most Recent Occupancy (As of): 92.7% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 86.3% (12/31/2013)
Maturity Date: March 5, 2026   2nd Most Recent Occupancy (As of)(4): 74.7% (12/31/2014)
IO Period(2): 132 months   Most Recent Occupancy (As of): 84.5% (12/31/2015)
Loan Term(2): 132 months   Current Occupancy (As of): 87.3% (6/30/2016)
Seasoning: 19 months      
Amortization Term(2): 0 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon    
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $3,468,615 (12/31/2013)
Call Protection: GRTR 1% or YM(43), or D(86),O(3)   3rd Most Recent NOI (As of)(5): $695,021 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of)(5): $2,817,772 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $3,833,834 (TTM 6/30/2016)
Additional Debt Type(1): Pari Passu      
         
      U/W Revenues: $14,297,832
      U/W Expenses: $10,008,564
Escrows and Reserves(3):     U/W NOI: $4,289,268
          U/W NCF: $3,717,355
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR(1): 2.32x
Taxes $274,110 $137,055 NAP   U/W NCF DSCR(1): 2.01x
Insurance $74,414 $12,402 NAP   U/W NOI Debt Yield(1): 11.1%
FF&E $0 Springing NAP   U/W NCF Debt Yield(1): 9.6%
Deferred Maintenance $20,038 NAP NAP   As-Is Appraised Value: $80,900,000
Restaurant TI/LC Reserve $500,000 NAP NAP   As-Is Appraisal Valuation Date: May 10, 2016
Free Rent Reserve $30,000 NAP NAP   Cut-off Date LTV Ratio(1): 47.8%
Basement Lease Reserve $7,500 Springing NAP   LTV Ratio at Maturity or ARD(1): 47.8%
             
                   
(1)See “The Mortgage Loan” section. 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 Sixty Soho Whole Loan.

(2)The Sixty Soho Whole Loan had an initial term of 120 months with a 36-month interest only period. Following the paydown of the Sixty Soho Whole Loan prior to securitization, the term was extended to 132 months, and the loan was re-structured to require interest-only payments through the term.

(3)See “Escrow” section.

(4)See “Historical Occupancy” section.

(5)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “Sixty Soho Mortgage Loan”) is part of a whole loan (the “Sixty Soho Whole Loan”) that is evidenced by two pari passu promissory notes (Notes A-1 and A-2) that is secured by a first mortgage encumbering a 97-room full service hotel located in New York, New York (the “Sixty Soho Property”). The Sixty Soho Whole Loan was originated on February 12, 2015, by Natixis Real Estate Capital LLC. The Sixty Soho Whole Loan had an original principal balance of $40,000,000, has an outstanding principal balance of $38,650,000 as of Cut-off Date and accrues interest at an interest rate of 4.725% per annum. The Sixty Soho Whole Loan had an initial term of 120 months. After the Sixty Soho Whole Loan paydown, the initial term of the Sixty Soho Whole Loan was extended to 132 months. The Sixty Soho Whole Loan has a remaining term of 113 months as of the Cut-off Date and requires interest-only payments through the term of Sixty Soho Whole Loan. The Sixty Soho Whole Loan matures on March 5, 2026.

 

The Sixty Soho Mortgage Loan is evidenced by the controlling Note A-1 and will be contributed to the WFCM 2016-NXS6 Trust. The Sixty Soho Mortgage Loan had an original principal balance of $27,580,854 and has an outstanding principal balance of $26,650,000 as of the Cut-off Date. The non-controlling Note A-2 (the “Sixty Soho Companion Loan”) had an original principal balance of $12,419,146 and was contributed to the MSC 2016-UBS11 Trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—The Sixty Soho 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.

 

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Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $27,580,854   WFCM 2016-NXS6 Yes
A-2 $12,419,146   MSC 2016-UBS11 No
Total $40,000,000      

 

The borrower has the right to prepay in full or in part the Sixty Soho Whole Loan, in full or in part, on or before October 5, 2018, provided that the borrower pays the greater of (i) 1.0% of the principal balance being prepaid, or (ii) the yield maintenance premium. The borrower also has the right to defease the Sixty Soho Whole Loan, in full or in part, on any date before January 5, 2026. In addition, the Sixty Soho Whole Loan is prepayable without penalty on or after January 5, 2026.

 

Sources and Uses

 

Sources         Uses      
Original loan amount(1) $40,000,000   100.0%   Loan payoff $28,144,087   70.4%
          Reserves 906,061       2.3
          Closing costs 857,948       2.1
          Return of equity 10,091,904     25.2
Total Sources $40,000,000   100.0%   Total Uses $40,000,000   100.0%

 

(1)The Sixty Soho Whole Loan was originated on February 12, 2015 and had an original principal balance of $40,000,000. The Sixty Soho Whole Loan was paid down by $1,350,000 prior to securitization and has an outstanding principal balance of 38,650,000 as of the Cut-off Date.

 

The Property. The Sixty Soho Property is a five star, independent, boutique, full-service hotel located on an approximately 0.2-acre site between Broome Street and Spring Street in the Soho area of New York, New York. The Sixty Soho Property is a 12-story building consisting of 97 guest rooms that was built in 2000 and renovated in 2014-2015. The Sixty Soho Property features 87 standard rooms, nine suites and one two-story loft on the top two floors. Each guestroom features amenities typical of an upscale boutique hotel, including a media system, mini bar, complimentary WiFi, high-quality FF&E, lounge areas and marble bathrooms. Suites also include larger lounge areas and balconies. The two-story loft consists of approximately 1,800 square feet and features its own private rooftop terrace. The Sixty Soho Property offers recently renovated food and beverage spaces including restaurateur John McDonald’s Sessanta Restaurant, an outdoor terrace, a two story lobby, the Gordon Cocktail Bar, an acoustically engineered Green Room, and a rooftop bar known as A60. The A60 rooftop bar is reserved for the exclusive use of the Sixty Soho Property’s guests and provides views of lower and midtown Manhattan.

 

The Sixty Soho Property was developed by the sponsor in 2001 and was substantially renovated between 2014 and 2015 for approximately $8,100,000 by Tara Bernerd & Partners. The renovation included a complete guestroom and FF&E upgrade in addition to improvements to the lobby, the A60 rooftop bar, the Gordon Cocktail Bar and the Sessanta Restaurant. The Sessanta Restaurant contributed $1,000,000 to the Sixty Soho Property’s renovation.

 

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.

 

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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 Sixty Soho Property:

 

Cash Flow Analysis

 

  2013   2014(1)   2015(1)   6/30/2016 TTM   U/W   % of U/W Total Revenue   U/W $ per Room
Occupancy 86.3%   74.7%   84.5%   87.3%   87.3%        
ADR $384.92   $356.80   $405.21   $432.57   $432.57        
RevPAR $332.12   $266.42   $342.42   $377.63   $377.63        
                           
Room Revenue $11,758,809   $9,432,443   $12,123,353   $13,406,661   $13,406,661   93.8%   $138,213
F&B Revenue 156,849   2,779,171(2)   296,344   466,689   466,835   3.3   4,813
Telephone Revenue 158,987   126,713   78,065   36,404   36,404   0.3   375
Other Revenue 285,478   227,561   305,786   387,932   387,932   2.7   3,999
Total Revenue $12,360,123   $12,565,888   $12,803,548   $14,297,686   $14,297,832   100.0%   $147,400
                           
Total Department Expenses 3,908,009   6,657,348(2)   4,135,175   4,446,348   4,445,476   31.1   45,830
Gross Operating Profit $8,452,114   $5,908,540   $8,668,373   $9,851,338   $9,852,356   68.9%   $101,571
                           
Total Undistributed Expenses 3,047,051   3,385,508   3,855,511   3,947,041   3,536,202   24.7   36,456
Profit Before Fixed Charges $5,405,063   $2,523,032   $4,812,862   $5,904,297   $6,316,154   44.2%   $65,115
                           

Total Fixed Charges

 

1,936,4448   1,828,011   1,995,090   2,070,463   2,026,885   14.2   20,896
Net Operating Income $3,468,615   $695,021   $2,817,772   $3,833,834   $4,289,268   30.0%   $44,219
FF&E 0   0   0   0   571,913   4.0   5,896
Net Cash Flow $3,468,615   $695,021   $2,817,772   $ 3,833,834   $3,717,355   26.0%   $38,323
                           
NOI DSCR(3) 1.90x   0.38x   1.52x   2.07x   2.32x        
NCF DSCR(3) 1.90x   0.38x   1.52x   2.07x   2.01x        
NOI DY(3) 9.0%   1.8%   7.3%   9.9%   11.1%        
NCF DY(3) 9.0%   1.8%   7.3%   9.9%   9.6%        

 

(1)In 2014-2015 the Sixty Soho Property underwent an $8,100,000 renovation, which involved work in all 97 guestrooms. Guest rooms were renovated three floors at a time for the majority of 2014. The lower occupancy, room revenue and net operating income in 2014 were due to the ongoing renovations. The increase in occupancy, room revenue and net operating income in 2015 and 6/30/2016 were due to the completion of those renovations in June 2015.

(2)The Sixty Soho Property temporarily self-managed the ground-floor restaurant as a part of its renovation and re-branding efforts in 2014. The higher department expenses in 2014 were associated with the costs of self-managing the ground-floor restaurant.

(3)The debt service coverage ratios and debt yields are based on the Sixty Soho Whole Loan.

 

Appraisal. As of the appraisal valuation date of May 10, 2016, the Sixty Soho Property had an “as-is” appraised value of $80,900,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated July 13, 2016, there was no evidence of any recognized environmental conditions at the Sixty Soho Property.

 

Market Overview and Competition. The Sixty Soho Property is located in the Soho neighborhood of Manhattan, New York. The Sixty Soho Property generates approximately 50% of its room nights from commercial business demand, 45% from leisure demand, and 5% from group demand. A third party hospitality research report identified six, including the Sixty Soho Property, competitive hospitality properties, containing 1,124 guestrooms, which exhibited average occupancy, ADR and RevPAR of 83.4%, $387.70 and $326.88, respectively, for the trailing 12-month period ending June 30, 2016. The Sixty Soho Property benefits from the tourism market in Soho. The Sixty Soho Property is one block away from the Soho Historic district which is bounded by Houston Street, West Broadway, Canal Street and Crosby Street. Soho is home to many retailers and art galleries, including Prada, Chanel, Alexander Wang, Burberry, Louis Vuitton, the Susan Teller Gallery, the Staley-Wise Gallery and the Margarete Roeder Gallery. The surrounding area is also home to a significant number of restaurants and cafes, including David Burke Kitchen, Jack’s Wife Freda, Koi Soho, Mercer Kitchen and Vin et Fleurs. There are eight Michelin-starred restaurants within a 10-block radius of the Sixty Soho Property. Soho borders historical Manhattan neighborhoods, including Little Italy, Chinatown, TriBeCa, Greenwich Village, and the West Village, providing further tourist attractions. Within the Soho neighborhood, the Sixty Soho Property is located in close proximity to transportation and demand drivers. The Sixty Soho Property is situated two blocks southeast of the Spring Street station on the A/C/E subway line, providing north/south access to the western side of Manhattan, and seven blocks southwest of the Prince Street station on the N/Q/R subway line, which connects the Sixty Soho Property to areas further east in Manhattan and into Brooklyn.

 

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.

 

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The following table presents certain information relating to the Sixty Soho Property’s competitive set:

 

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

 

 

Competitive Set

Sixty Soho(1)

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

6/30/2016 TTM 84.3% $387.70 $326.88 87.2% $431.69 $376.44 103.4% 111.3% 115.2%
6/30/2015 TTM 86.0% $395.62 $340.05 84.7% $365.70 $309.63 98.5% 92.4% 91.1%
6/30/2014 TTM 84.9% $399.36 $339.21 72.1% $375.17 $270.59 84.9% 93.9% 79.8%

 

(1)Information obtained from a third party hospitality research report dated July 18, 2016. The competitive set included the following hotels: Soho Grand Hotel, the Mercer Hotel, the Roxy Hotel Tribeca, W Hotel Union Square and Bryant Park Hotel. Furthermore, occupancy at the Sixty Soho Property varied between the appraisal and the industry report due to different methods of accounting for rooms provided on a complimentary basis.

 

The Borrowers. The borrowers are Cromwell Soho Holdings LLC and Cromwell Soho Operating LLC (the “borrower”). Both are special-purpose entities and New York limited liability companies, with one independent director each. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Sixty Soho Whole Loan. Brothers Michael Pomeranc, Lawrence Pomeranc and Jason Pomeranc are the guarantors of certain nonrecourse carveouts under the Sixty Soho Whole Loan.

 

The Sponsor. The sponsors are Michael Pomeranc, Lawrence Pomeranc and Jason Pomeranc, co-presidents of the Sixty Collective. The Sixty Collective is a real estate investment organization established in 1952 by Jack Pomeranc. The Sixty Collective developed the Sixty Soho Property in 2001, then known as the Thompson Hotel, and grew the brand into a collection of properties. The Pomeranc Group re-branded Thompson Hotels as Sixty Hotels and the portfolio now includes: Sixty LES, Sixty Beverly Hills, Six Columbus – a Sixty Hotel, and the recently opened Nautilus South Beach – a Sixty Hotel. Michael Pomeranc, Lawrence Pomeranc and Jason Pomeranc reported an aggregate net worth and liquidity of approximately $128.8 million and $12.6 million, respectively, as of December 31, 2014.

 

Escrows. The loan documents provide for upfront reserves in the amount of $274,110 for real estate taxes; $74,414 for insurance premiums; $20,038 for deferred maintenance; $500,000 for restaurant TI/LC reserve; $30,000 for free rent reserve and $7,500 basement lease reserve. Additionally, the loan documents require monthly deposits of $137,055 for real estate taxes, $12,402 for insurance premiums, and a FF&E reserve equal to the applicable FF&E Reserve Monthly Deposit (as defined below).

 

The “FF&E Reserve Monthly Deposit” means a payment amount equal to the product of (x) 10% for January, 0% for February and March and 10% for April to December, and (y) four percent (4%) of the room revenue generated at the Property for the prior calendar year, commencing on February 5, 2018 through and including the Maturity Date.

 

The loan documents do not require monthly deposits into the basement lease reserve so long as (i) no event of default then exists, (ii) no Cash Management Period (as defined below) exists, and (iii) the borrower delivers to the lender monthly evidence of rent payment.

 

Lockbox and Cash Management. The Sixty Soho Whole Loan is structured with a lender-controlled hard lockbox and springing cash management. The Sixty Soho Whole Loan requires all revenues to be deposited directly into such lockbox. Prior to the occurrence of a Cash Management Period (as defined below), all funds in the lockbox account are required to be swept to the borrower’s operating account. During a Cash Management Period, all funds in the lockbox account will be swept to a lender-controlled cash management account.

 

A “Cash Management Period” will commence upon any of the following: (i) an event of default or (ii) the debt service coverage ratio falling below 1.15x, tested on June 30 and December 31 of each year. A Cash Management Period will end with respect to clause (i) if no event of default has occurred for six consecutive months and no other event that would trigger another Cash Management Period has occurred and with respect to clause (ii) above, upon the debt service coverage ratio being at least 1.20x for six consecutive months.

 

Property Management. The Sixty Soho Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Sixty Soho 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 satisfy the lender’s credit review and underwriting standards, taking into consideration such transferee’s experience, financial strength and general business standing; and (iii) if required by the lender, a rating agency confirmation from Fitch, Moody’s and Morningstar stating that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings to the Series 2016-NXS6 Certificates and similar confirmations from each rating agency rating securities backed by any of the Sixty Soho Companion Loans.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

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

 

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Terrorism Insurance. The loan documents provide that the required “all risk” insurance policy must include coverage for terrorism in an amount up to $100,000,000. The loan documents also require business interruption insurance containing an extended period of indemnity for 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.

 

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Wells Fargo Commercial Mortgage Trust 2016-NXS6 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
   
UBS Securities LLC  
   
David Schell Tel. (212) 713-3375
   
Nicholas Galeone Tel. (212) 713-8832
   
Siho Ham Tel. (212) 713-1278

 

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.

 

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