FWP 1 n891_ts-x3.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-14
     

 

 (Barclays Logo)

 

Free Writing Prospectus

Collateral Term Sheet

 

$637,555,685

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

 

Wells Fargo Commercial Mortgage Trust 2017-RB1

as Issuing Entity

 

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

Barclays Bank PLC

Wells Fargo Bank, National Association

UBS AG

Société Générale

 

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates
Series 2017-RB1

 

 

 

March 9, 2017

 

WELLS FARGO SECURITIES

 

Co-Lead Manager and

Joint Bookrunner

 

BARCLAYS

 

Co-Lead Manager and

Joint Bookrunner

 

SOCIETE GENERALE

 

Co-Lead Manager and

Joint Bookrunner

 

UBS SECURITIES LLC

 

Co-Lead Manager and

Joint Bookrunner

 

Academy Securities

 

Co-Manager

       

 
 

 

Wells Fargo Commercial Mortgage Trust 2017-RB1 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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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. Prospective investors should understand that, when considering the purchase of the Offered Certificates, a contract of sale will come into being no sooner than the date on which the relevant class of certificates has been priced and the investor has otherwise taken all actions the investor must take to become committed to purchase the Offered Certificates, and the investor has therefore entered into a contract of sale. Any “indications of interest” expressed by any prospective investor, and any “soft circles” generated by the underwriters, prior to the time of sale, will not create binding contractual obligations for such prospective investors, on the one hand, or the underwriters, the depositor or any of their respective agents or affiliates, on the other hand.

 

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. As a result of the foregoing, a prospective investor may commit to purchase certificates that have characteristics that may change, and each prospective investor is advised that all or a portion of the certificates referred to in these materials may be issued without all or certain of the characteristics described in these materials. The underwriters’ obligation to sell certificates to any prospective investor is conditioned on the certificates and the transaction having the characteristics described in these materials. If the underwriters determine that a condition is not satisfied in any material respect, such prospective investor will be notified, and neither the depositor nor the underwriters will have any obligation to such prospective investor to deliver any portion of the Offered Certificates which such prospective investor has committed to purchase, and there will be no liability between the underwriters, the depositor or any of their respective agents or affiliates, on the one hand, and such prospective investor, on the other hand, as a consequence of the non-delivery.

 

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.

 

2 
 

 

123 WILLIAM STREET

 

 (Graphic)

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

123 WILLIAM STREET

 

(Graphic) 

 

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

 

  4 

 

 

No. 1 – 123 William Street
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $62,500,000   Specific Property Type: CBD
Cut-off Date Balance(1): $62,500,000   Location: New York, NY
% of Initial Pool Balance: 9.8%   Size: 545,216 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $256.78
Borrower Name: ARC NYC123WILLIAM, LLC   Year Built/Renovated: 1912/2016
Borrower Sponsor: American Realty Capital New York City REIT   Title Vesting: Fee
Mortgage Rate: 4.666%   Property Manager: Talpiot Management, LLC, d/b/a East End Realty
Note Date: March 6, 2017   4th Most Recent Occupancy (As of)(3): 53.0% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(3): 71.1% (12/31/2014)
Maturity Date: March 6, 2027   2nd Most Recent Occupancy (As of)(3): 94.7% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of)(3): 98.3% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(3): 91.7% (1/31/2017)
Seasoning: 0 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): NAV
Call Protection: GRTR 1% or YM(24),GRTR 1% or YM or D(92),O(4)   3rd Most Recent NOI (As of)(4): $3,447,351 (12/31/2014)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(4): $4,944,963 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(4): $9,478,769 (12/31/2016)
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $22,111,086
      U/W Expenses: $10,391,444
      U/W NOI: $11,719,642
Escrows and Reserves(2):         U/W NCF: $10,340,702
          U/W NOI DSCR(1): 1.77x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.56x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1): 8.4%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 7.4%
Replacement Reserves $0 Springing NAP   As-Is Appraised Value: $290,000,000
TI/LC Reserves $0 Springing NAP   As-Is Appraisal Valuation Date: February 1, 2017
TI/LC and Free Rent Reserves $4,819,755 $0 NAP   Cut-off Date LTV Ratio(1): 48.3%
DYCD Reserve $20,000,000 $0 NAP   LTV Ratio at Maturity(1): 48.3%
             

 

(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 123 William Street Whole Loan (as defined below).
(2)See “Escrows” section.
(3)See “Historical Occupancy” section. In 2011, the largest and second largest tenants at the 123 William Street Property (as defined below) vacated when their lease expired. In 2013, a new owner acquired the 123 William Street Property and proceeded to lease up the 123 William Street Property through the borrower sponsor’s acquisition in March 2015. Over $11.9 million in capital expenditures were invested in the property from 2014-2016, including a redesigned lobby and building main entrance, elevator cab modernization, new windows throughout the entire building, a retail space renovation and a facade restoration. Since the borrower’s acquisition, eight new or renewal leases have been executed for 146,006 SF (26.8% of net rentable area).
(4)See “Cash Flow Analysis” section. Historical cash flow information prior to 2014 was not available for the 123 William Street Property due to acquisition financing. The increase from 3rd Most Recent NOI to Most Recent NOI is primarily attributable to the increase in Occupancy from 12/31/2013 to 1/31/2017 and increases in base rent due to the recent capital expenditures invested in the 123 William Street Property.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

123 WILLIAM STREET

 

The Mortgage Loan. The mortgage loan (the “123 William Street Mortgage Loan”) is part of a whole loan (the “123 William Street Whole Loan”) that is evidenced by three pari passu promissory notes (Note A-1, Note A-2 and Note A-3) secured by a first mortgage encumbering the fee interest in a class A office building located in New York, New York (the “123 William Street Property”). The 123 William Street Whole Loan was originated on March 6, 2017 by Barclays Bank PLC. The 123 William Street Whole Loan had an original principal balance of $140,000,000, has an outstanding principal balance as of the Cut-off Date of $140,000,000 and accrues interest at an interest rate of 4.666% per annum. The 123 William Street Whole Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of interest only through the term of the 123 William Street Whole Loan. The 123 William Street Whole Loan matures on March 6, 2027.

 

Note A-1, which will be contributed to the WFCM 2017-RB1 Trust, had an original principal balance of $62,500,000, has an outstanding principal balance as of the Cut-off Date of $62,500,000 and represents the controlling interest in the 123 William Street Whole Loan. The non-controlling Notes A-2 and A-3, which have an aggregate original principal balance of $77,500,000, referred to herein as the “123 William Street Companion Loans”, are expected to be contributed to a future securitization trust or 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 Serviced Whole Loans—123 William Street Whole Loan” in the Preliminary Prospectus.

 

Note Summary(1)

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $62,500,000   WFCM 2017-RB1 Yes
A-2 $50,000,000   Barclays Bank PLC No
A-3 $27,500,000   Barclays Bank PLC No
Total $140,000,000      
(1)The lender provides no assurances that any non-securitized pari passu note will not be split further.

 

Following the lockout period, on any date before December 6, 2026, the borrower has the right to defease the 123 William Street Whole Loan in whole, but not in part. 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) March 6, 2020. In addition, at any time prior to December 6, 2026, the borrower has the right to prepay the 123 William Street Whole Loan in whole, as long as such prepayment is accompanied with the payment of the greater of a yield maintenance premium or 1.0% of the amount being prepaid. The 123 William Street Whole Loan may be partially prepaid with the payment of the greater of a yield maintenance premium or 1.0% of the amount being prepaid in order to achieve a debt service coverage ratio of at least 1.12x if a Trigger Period (as defined below) is occurring. The 123 William Street Whole Loan is prepayable without penalty on or after December 6, 2026.

 

Sources and Uses(1)

 

Sources       Uses    
Original whole loan amount $140,000,000 100%   Loan payoff $96,056,570 68.6%
        Reserves 24,819,755 17.7  
        Return of equity 16,168,024 11.5  
        Closing costs 2,955,651 2.1
Total Sources $140,000,000 100.0%   Total Uses $140,000,000 100.0%   
(1)The borrower purchased the 123 William Street Property in March 2015 for approximately $253.0 million and reported a total cost basis of $279.3 million as of December 31, 2016. Assuming the DYCD holdback is returned to the borrower, the borrower as of the loan closing date had approximately $147.0 million of equity remaining in the 123 William Street Property.

 

The Property. The 123 William Street Property is a 27-story office tower located in New York, New York within Downtown Manhattan. Constructed in 1912 and most recently renovated in 2016, the 123 William Street Property totals 545,216 square feet and is comprised of 525,753 square feet of office space (96.4% of the net rentable area) and 19,463 square feet of ground floor retail space (3.6% of the net rentable area). Office floor plates at the 123 William Street Property range in size from approximately 12,658 to 26,566 square feet and offer both office intensive and open floor plan layouts. The higher floors at the 123 William Street Property feature views of the World Trade Center, the Brooklyn Bridge, City Hall and the Empire State Building. The 123 William Street Property is located between John Street and Fulton Street directly across from the Fulton Street subway station. The Fulton Street subway station provides immediate access to 11 subway lines and connects to the PATH train, which connects New York and New Jersey. The Fulton Street subway station connects to the larger Fulton Center complex, a $1.4 billion retail and transportation hub which opened in 2014. According to a third party report, the surrounding area of Manhattan’s financial district has been spurred by over $30.0 billion in public and private investment over the last 10 years. Since 2014, approximately $11.9 million ($21.83 per square foot) has been invested in capital upgrades at the 123 William Street Property including a redesigned lobby and building main entrance, elevator cab modernization, new windows throughout the entire building, a retail space renovation and a facade restoration.

 

The 123 William Street Property is leased to 29 tenants in a variety of industries including governmental, non-profit, private and retail. The largest tenants include Planned Parenthood (13.3% of U/W base rent), U.S. Social Security Administration (9.4% of U/W base rent) and NYC Department of Youth & Community Development (“DYCD”) (8.3% of U/W base rent). Five tenants leasing 167,679 SF (31.7% of U/W base rent) are investment-grade rated tenants.

 

Planned Parenthood recently executed a 15-year lease that commenced February 2016 and expires July 2031 with no termination options and a five year extension option. Planned Parenthood moved its headquarters to the 123 William Street Property from its previous location on West 33rd Street in Manhattan and utilizes its space exclusively as an office. Planned Parenthood provides healthcare, educational programs and outreach to over 2.5 million people through approximately 650 health centers across the

 

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

 

  6 

 

 

123 WILLIAM STREET

 

country. The U.S. Social Security Administration leases 48,221 SF at the property through June 2022 with no termination options. The U.S. Social Security Administration is an independent agency of the United States federal government that administers the Social Security program.

 

DYCD currently leases 40,610 square feet on the 17th and 18th floors under a license agreement on a month-to-month basis. DYCD and the borrower sponsor are in the process of finalizing a new 20-year lease to DYCD at a proposed annual base rent of $2,071,111 or $51.00 PSF. According to the borrower sponsor, the City of New York is meeting in March to review the proposal. At closing, $20.0 million of the loan amount was reserved and is releasable pursuant to the loan documents back to the borrower upon the execution of the DYCD lease or replacement tenants, both with an initial term of not less than ten years and a net effective rent, as reasonably determined by Lender, at least equal to the net effective rent under the current lease/license agreement. See “Escrows” section below. DYCD, established in 1996, provides programs for New York City youth and their families by funding a wide range of community development programs administrating city, state and federal funds. Other than Planned Parenthood, U.S. Social Security Administration and NYS Licensing, no other tenant accounts for more than 7.5% of net rentable area of the 123 William Street Property. As of January 31, 2017, the 123 William Street Property was 91.7% occupied by 29 tenants.

 

The following table presents certain information relating to the tenancy at the 123 William Street Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual U/W Base Rent
PSF(2)
Annual
U/W Base
Rent(2)
% of Total Annual U/W Base
Rent
Lease
Expiration
Date
             
Major Tenants          
Planned Parenthood (Corporate) NR/NR/NR 65,242(3) 12.0% $41.82 $2,728,420 13.3% 7/31/2031(4) 
U.S. Social Security Administration AAA/Aaa/AA+ 48,221 8.8% $39.94 $1,926,086 9.4% 6/28/2022     
NYC Department of Youth & Community Development (“DYCD”) AA/Aa2/AA 40,610 7.4% $42.00 $1,705,620 8.3% MTM(5)     
NYS Licensing AA+/Aa1/AA+ 45,313 8.3% $34.56 $1,565,964(6) 7.6% 7/31/2022(7)  
Securities Training Corporation NR/NR/NR 32,356 5.9% $34.00 $1,100,104 5.4% 6/30/2025     
McAloon Friedman NR/NR/NR 25,316 4.6% $42.73 $1,081,710 5.3% 10/31/2019     
Urban Justice Center NR/NR/NR 20,305 3.7% $46.00 $934,030 4.6% 12/31/2027(8) 
Institute for Career Development NR/NR/NR 26,459 4.9% $30.23 $799,856 3.9% 8/31/2024(9)  
NYC Rent Stabilization Association(10) NR/NR/NR 17,811 3.3% $43.00 $765,873 3.7% 1/31/2028(11)
NYC Administration Services (DCAS) AA/Aa2/AA 20,877 3.8% $32.00 $668,064 3.3% 4/30/2030(12)
Total Major Tenants 342,510 62.8% $38.76 $13,275,727 64.8%  
             
Non-Major Tenants 157,370 28.9% $45.91 $7,225,186 35.2%  
               
Occupied Collateral Total 499,880 91.7% $41.01 $20,500,913 100.0%  
               
Vacant Space   45,336 8.3%        
               
Collateral Total 545,216 100.0%        
               

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through March 31, 2018 totaling $486,228.
(3)Planned Parenthood’s net rentable area does not include 5,212 square feet of space on the 9th floor which Planned Parenthood subleases from Single Stop USA Inc. through December 2025.
(4)Planned Parenthood has one, five-year renewal option.
(5)DYCD currently leases 40,610 square feet on the 17th and 18th floors under a license agreement on a MTM basis. DYCD and the borrower sponsor are in the process of finalizing a new 20-year lease to DYCD at a proposed annual base rent of $2,071,111 or $51.00 per square foot. According to the borrower sponsor, the City of New York is meeting in March to review the proposal. At closing, $20.0 million of the loan amount was held back, which will be releasable back to the borrower upon the execution of the DYCD lease or replacement tenants, both with an initial term of not less than ten years and a net effective rent, as reasonably determined by Lender, at least equal to the net effective rent under the current lease/license agreement.
(6)NYS Licensing has one, five-year renewal option.
(7)Rent for NYS Licensing has been straight lined through lease expiration as these suites are leased to the State of New York, an investment grade tenant.
(8)Urban Justice Center has one, five-year renewal option.
(9)Institute for Career Development has one, five-year renewal option.
(10)NYC Rent Stabilization Association entered into a new lease relocating to a portion of the 12th Floor which will commence in June 2017. NYC Rent Stabilization Association is currently in occupancy of 20,745 square feet on the 14th Floor. Information presented reflects the terms of the new lease.
(11)NYC Rent Stabilization Association has one, five-year renewal option.
(12)NYC Administration Services (DCAS) has the right to terminate its lease on or after May 2020 with 270 days written notice and one, five-year renewal option.

 

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

 

  7 

 

 

123 WILLIAM STREET

 

The following table presents certain information relating to the lease rollover schedule at the 123 William Street Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
 U/W
Base
Rent
% of Total Annual
U/W Base Rent
Annual
 U/W
Base
Rent
 PSF(3)
MTM(4) 1 40,610 7.4% 40,610 7.4% $1,705,620 8.3% $42.00
2017(5) 1 0 0.0% 40,610 7.4% $6,615 0.0% $0.00
2018 1 12,658 2.3% 53,268 9.8% $577,838 2.8% $45.65
2019 4 32,198 5.9% 85,466 15.7% $1,458,636 7.1% $45.30
2020 1 4,548 0.8% 90,014 16.5% $195,908 1.0% $43.08
2021 1 7,746 1.4% 97,760 17.9% $406,897 2.0% $52.53
2022 3 98,445 18.1% 196,205 36.0% $3,679,798 17.9% $37.38
2023 0 0 0.0% 196,205 36.0% $0 0.0% $0.00
2024 2 37,980 7.0% 234,185 43.0% $1,221,639 6.0% $32.17
2025 8 112,749 20.7% 346,934 63.6% $4,819,374 23.5% $42.74
2026 2 19,000 3.5% 365,934 67.1% $932,202 4.5% $49.06
2027 1 20,305 3.7% 386,239 70.8% $934,030 4.6% $46.00
Thereafter 4 113,641 20.8% 499,880 91.7% $4,562,357 22.3% $40.15
Vacant 0 45,336 8.3% 545,216 100.0% $0 0.0% $0.00
Total/Weighted Average 29 545,216 100.0%     $20,500,914 100.0% $41.01
   
(1)Information obtained from the underwritten rent roll.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.
(3)Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(4)DYCD is currently MTM. DYCD and the borrower sponsor are in the process of finalizing a new 20-year lease to DYCD at a proposed annual base rent of $2,071,111 or $51.00 PSF. According to the borrower sponsor, the City of New York is meeting in March to review the proposal. At closing, $20.0 million of the loan amount was held back, which will be releasable back to the borrower upon the execution of the DYCD lease or a replacement tenant, both with an initial term of not less than ten years and a net effective rent, as reasonably determined by Lender, at least equal to the net effective rent under the current license agreement.
(5)2017 includes Light Tower Fiber Networks which has no attributable net rentable area.

 

The following table presents historical occupancy percentages at the 123 William Street Property:

 

Historical Occupancy

 

12/31/2013(1)(2)(3)

12/31/2014(1)(3)(4)

12/31/2015(1)(4)

12/31/2016(1)(5)

1/31/2017(5)(6)

53.0% 71.1% 94.7% 98.3% 91.7%
   
(1)Information obtained from the borrower.
(2)12/31/2013 Occupancy is lower due to the largest and second largest tenants vacating the 123 William Street Property in 2011, totaling approximately 49.0% of the net rentable area.
(3)The increase from 12/31/2013 Occupancy to 12/31/2014 Occupancy is primarily due to six tenants signing new leases totaling 88,549 square feet.
(4)The increase from 12/31/2014 Occupancy to 12/31/2015 Occupancy is due to nine tenants signing new leases totaling 129,109 square feet.
(5)The decrease from 12/31/2016 Occupancy to 1/31/2017 Occupancy is due to the expiration of NYS Office of Court Administration’s lease for 24,901 square feet on 12/31/2016.
(6)Information obtained from the underwritten rent roll. Reflects NYC Rent Stabilization Association’s new lease of 17,811 square feet on the 12th Floor, which will commence in June 2017. NYC Rent Stabilization Association is currently in occupancy of 20,745 square feet on the 14th Floor. Based on NYC Rent Stabilization Association’s currently occupied space, Current Occupancy is 92.2%.

 

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

 

  8 

 

 

123 WILLIAM STREET

 

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 123 William Street Property:

 

Cash Flow Analysis

 

  2014(1)     2015(1)     2016(1)     U/W     % of U/W Effective Gross Income     U/W $ per SF    
Base Rent $10,255,831     $12,645,631     $18,150,854     $20,500,913(2)       92.7%     $37.60    
Grossed Up Vacant Space 0     0     0     2,225,261      10.1      4.08    
Total Reimbursables 847,404     1,155,488     1,521,125     1,540,393      7.0      2.83    
Other Income 197,074     40,307     72,393     69,780      0.3      0.13    
Less Vacancy & Credit Loss

0

   

0

   

0

   

(2,225,261)(3)

   

(10.1)

   

(4.08) 

   
Effective Gross Income $11,300,309     $13,841,425     $19,744,372     $22,111,086       100.0%     $40.55    
                                     
Total Operating Expenses $7,852,958     $8,896,462     $10,265,603     $10,391,444       47.0%     $19.06    
                         
Net Operating Income $3,447,351     $4,944,963     $9,478,769     $11,719,642       53.0%     $21.50    
TI/LC 0     0     0     1,269,897       5.7     2.33    
Capital Expenditures

0

   

0

   

0

   

109,043  

   

0.5

   

0.20

   
Net Cash Flow $3,447,351     $4,944,963     $9,478,769     $10,340,702       46.8%     $18.97    
                                     
NOI DSCR(4) 0.52x     0.75x     1.43x     1.77x                  
NCF DSCR(4) 0.52X     0.75x     1.43x     1.56x                  
NOI DY(4) 2.5%     3.5%     6.8%     8.4%                  
NCF DY(4) 2.5%     3.5%     6.8%     7.4%                  

   
(1)Net Operating Income increased from 2014 to 2016 due to increases in base rent due and occupancy corresponding with approximately $11.9 million in recent capital expenditures invested in the 123 William Street Property.
(2)U/W Base Rent includes contractual rent steps through March 31, 2018 totaling $486,228, approximately $53,916 of straight-line rent attributable to NYS Licensing, an investment grade-rated tenant and $765,873 of signed but not occupied rent, related to Rent Stabilization Association – NYC which entered into a new lease relocating to a portion of the 12th Floor which will commence in June 2017.
(3)The underwritten economic vacancy is 9.2%. The 123 William Street Property is currently 92.2% physically occupied and 91.7% leased as of January 31, 2017.
(4)The debt service coverage ratios and debt yields are based on the 123 William Street Whole Loan.

 

Appraisal. As of the appraisal valuation date of February 1, 2017, the 123 William Street Property had an “as-is” appraised value of $290,000,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated January 31, 2017, there are no recognized environmental conditions at the 123 William Street Property.

 

Market Overview and Competition. The 123 William Street Property is located in Downtown Manhattan market within the Insurance office submarket in New York City. The Downtown Manhattan market consists of approximately 88.0 million square feet of office inventory, 13.3 million square feet of which attributable to the Insurance office submarket. The Insurance office submarket is located on the eastern side of the Downtown market, south of City Hall and north of the Financial East submarket. The Insurance office submarket has an 8.7% overall vacancy rate as of the third quarter of 2016, with overall asking rents of approximately $55.86 per square foot gross, below the average asking rent for Midtown Manhattan of $79.91 per square foot gross. According to the Downtown Alliance, 624 firms have moved to Downtown Manhattan since 2005, 361 of which are in TAMI (technology, advertising, media and information). The 123 William Street Property is directly across from the Fulton Street subway station which provides access to the 2, 3, 4, 5, A, C and Z subway lines. The Fulton Street subway station connects to the larger Fulton Center complex, a $1.4 billion retail and transportation hub which opened in 2014. In addition, the 123 William Street Property is in proximity to the World Trade Center site, which upon completion will have a total of six office towers, a memorial, a 370,000 square foot retail concourse, a transportation hub and a performing arts center.

 

The appraisal identified six office buildings totaling approximately 4.0 million square feet that are considered to be directly competitive with the 123 William Street Property. The competitive set properties are located range in size from 355,364 square feet to 970,627 square feet with a weighted average occupancy rate of 96.3%.

 

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

 

  9 

 

 

123 WILLIAM STREET

 

The following table presents certain information relating to comparable office leases for the 123 William Street Property:

 

Comparable Leases(1)

 

Property Name/Location Year Built/ Renovated Number of Stories Total GLA (SF) Distance from Subject Tenant Name Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type
140 Broadway  New York, NY 1967/NAV 51 1,141,266 0.3 miles Sirius Insurance Jan 2017 / 7.0 Yrs 8,371 $57.43 Gross
1 Liberty Plaza  New York, NY 1972/NAV 54 2,126,437 0.3 miles The Solomon R. Guggenheim Foundation Sep 2016 / 15.0 Yrs 45,558 $53.25 Gross
55 Broadway New York, NY 1983/NAV 32 295,000 0.6 miles Cohen Seglias Pallas Greenhall & Furman PC Aug 2016 / 7.0 Yrs 5,386 $52.30 Gross

55 Broadway

New York, NY

1983/NAV 32 295,000 0.6 miles ZaZoom Media Group May 2016 / 10.0 Yrs 10,557 $48.18 Gross

88 Pine Street

New York, NY

1971/NAV 32 624,000 0.4 miles AmWins Group May 2016 / 10.0 Yrs 21,760 $44.61 Gross
180 Maiden Lane New York, NY 1983/NAV 41 982,089 0.3 miles MidVentures Jul 2016 / 10.0 Yrs 20,768 $46.13 Gross

100 Wall Street

New York, NY

1968/NAV 29 457,622 0.4 miles Siebert Brandford & Shank May 2016 / 10.0 Yrs 7,150 $51.91 Gross

100 Wall Street

New York, NY

1968/NAV 29 457,622 0.4 miles Aflac Apr 2016 / 10.0 Yrs 12,352 $50.11 Gross
   
(1)Information obtained from the appraisal.

 

The Borrower. The borrower is ARC NYC123WILLIAM, 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 123 William Street Whole Loan. New York City Operating Partnership, L.P. is the guarantor of certain nonrecourse carveouts under the 123 William Street Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is American Realty Capital New York City REIT (“NYC REIT”). NYC REIT is a real estate investment trust formed in 2013 with a primary strategy of purchasing income producing commercial real estate in New York City. NYC REIT maintains a portfolio of six properties in Manhattan including 1140 Avenue of the Americas, 9 Times Square, 200 Riverside Boulevard, 400 E. 67th Street and 421 W. 54th Street. As of September 30, 2016 the portfolio maintains approximately 1.1 million square feet of net rentable area and a weighted average occupancy of 89.8%. NYC REIT is an affiliate of AR Global Investments, LLC (“AR Global”), the successor business to AR Capital, LLC, parent of American Realty Capital Properties, Inc. Certain principals and affiliates of AR Global as well as the previous external advisor and sponsor of NYC REIT are subject to litigation and governmental proceedings. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $4,819,755 for outstanding tenant TI/LCs and free rent consisting of (i) $1,510,269 for outstanding TI/LCs associated with two tenants, (ii) $1,309,486 for outstanding free rent related to four tenants and (iii) $2,000,000 allocable to the TI/LCs and free rent for DYCD or an approved replacement tenant or tenants. Additionally, the loan documents provide for an upfront escrow at closing in the amount of $20,000,000 for a reserve related to DYCD which will be released to the borrower (less the amount equal to the aggregate cost of TI/LCs and free rent under the DYCD lease in excess of $2,000,000) upon the execution of a lease with DYCD for the existing DYCD premises for an initial term of at least ten years with a net effective rent at least equal to the net effective rent under DYCD’s current license agreement. Additionally, the reserve related to DYCD will be released to the borrower proportional to the percentage of leased space (less the sum of (a) the amount equal to the aggregate cost of TI/LCs and free rent under the replacement tenant or tenant’s lease in excess of $2,000,000 and (b) the amount equal to the amount that the loan would have to be prepaid in order for the debt yield as calculated in accordance with the loan documents to be equal to or greater than 8.2%) upon the execution and occupancy of one or more approved replacement leases of not less than 10,000 square feet. The loan documents do not require ongoing monthly escrows for real estate taxes, TI/LCs or replacement reserves as long as no Trigger Period (as defined below) is in effect. The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no Trigger Period is in effect and (ii) borrower provides the lender with evidence that the 123 William Street Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect.

 

A “Trigger Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; and (ii) the debt service coverage ratio for the trailing 12-month period falling below 1.10x at the end of any calendar quarter. A Trigger Period will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.12x for two consecutive calendar quarters.

 

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

 

  10 

 

 

123 WILLIAM STREET

 

Lockbox and Cash Management. The 123 William Street Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs all tenants to pay their rents directly to such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account. Prior to the occurrence of a Trigger Period, all excess funds are distributed to the borrower. During a Trigger Period, all excess cash flow is required to be swept to an excess cash flow fund.

 

Property Management. The 123 William Street Property is managed by Talpiot Management, LLC, d/b/a East End Realty.

 

Assumption. The borrower has the right to transfer the 123 William Street Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from DBRS, Fitch and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 certificates.

 

Partial Release. None permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. None.

 

Ground Lease. None.

 

Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of the 123 William Street Property during the loan term. At origination, the 123 William Street Property had windstorm insurance coverage.

 

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 123 William Street Property, as well as loss of rents and/or business interruption insurance for a period beginning on the date of casualty and continuing until the restoration of the 123 William Street Property is completed or the expiration of 18 months, whichever first occurs as well as an extended period of indemnity covering the 12 months following restoration. If TRIPRA or a similar statute is no longer in effect, borrower shall only be obligated to carry terrorism insurance if commercially available and, in such event, subject to a cap equal to two times the premium for the property and business/rental interruption coverage.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

THE DAVENPORT

 

(GRAPHICS)

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

  

THE DAVENPORT

 

 (GRAPHICS)

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 - The Davenport
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/ Moody’s):

 

NR/NR/NR   Property Type: Office
Original Principal Balance(1): $55,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $55,000,000   Location: Cambridge, MA
% of Initial Pool Balance: 8.6%   Size: 230,864 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $454.81
Borrower Name: Davenport Owner (DE) LLC   Year Built/Renovated: 1888/2015
Borrower Sponsors(2): Various   Title Vesting: Fee
Mortgage Rate: 4.220%   Property Manager: Self-managed
Note Date: February 6, 2017   4th Most Recent Occupancy: 100.0% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy: 100.0% (12/31/2014)
Maturity Date: February 11, 2027   2nd Most Recent Occupancy(4): 71.5% (12/31/2015)
IO Period: 120 months   Most Recent Occupancy (As of): 100.0% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 93.2% (1/31/2017)
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(5): NAV
Call Protection: L(25),D(90),O(5)   3rd Most Recent NOI(5): NAV
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(5): $6,085,945 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(5): $5,850,147 (Annualized 11 11/30/2016)
Additional Debt Type(1): Pari Passu; Future Mezzanine      
         
      U/W Revenues: $13,321,827
Escrows and Reserves(3):     U/W Expenses: $4,276,442
          U/W NOI: $9,045,386
Type: Initial Monthly Cap (If Any)   U/W NCF: $8,368,772
Taxes $0 Springing NAP   U/W NOI DSCR(1): 2.01x
Insurance $0 Springing NAP   U/W NCF DSCR(1): 1.86x
Replacement Reserves $0 Springing NAP   U/W NOI Debt Yield(1): 8.6%
Deferred Maintenance $5,225 $0 NAP   U/W NCF Debt Yield(1): 8.0%
TI/LC Reserve $0 Springing (3)   As-Stabilized Appraised Value(6): $214,000,000
Rent Abatement Reserve $2,030,190 $78,177 $938,123   As-Stabilized Appraisal Valuation Date(6): November 1, 2018
HubSpot TI/LC Reserve $7,938,810 $181,108 $2,173,299   Cut-off Date LTV Ratio(1): 49.1%
HubSpot Basement Reserve $94,633 $94,633 $1,135,600   LTV Ratio at Maturity(1): 49.1%
             

   

(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 funded outstanding principal balance of The Davenport Whole Loan (as defined below) as of the Cut-off Date.
(2)See “Borrower Sponsors” section.
(3)See “Escrows” section.
(4)See “Historical Occupancy” section.
(5)See “Cash Flow Analysis” section.
(6)See “Appraisal” section. The Davenport Property has an “As-is” Appraised Value of $204,000,000, resulting in an As-is Cut-off Date LTV Ratio and LTV Ratio at Maturity of 51.5%.

 

The Mortgage Loan. The mortgage loan (“The Davenport Mortgage Loan”) is part of a whole loan (the “The Davenport Whole Loan”) that is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering a class A office property located in Cambridge, Massachusetts (“The Davenport Property”). The Davenport Whole Loan was originated on February 6, 2017 by Wells Fargo Bank, National Association. The Davenport Whole Loan had an original principal balance of $105,000,000, has an outstanding principal balance as of the Cut-off Date of $105,000,000 and accrues interest at an interest rate of 4.220% per annum. The Davenport 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. The Davenport Whole Loan matures on February 11, 2027.

 

Note A-1, which will be contributed to the WFCM 2017-RB1 Trust, had an original principal balance of $55,000,000, has an outstanding principal balance as of the Cut-off Date of $55,000,000 and represents the controlling interest in The Davenport Whole Loan. The non-controlling Note A-2, which had an original principal balance of $50,000,000, is expected to be contributed to a future securitization trust or trusts. The lender provides no assurances that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—The Davenport Whole Loan” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

THE DAVENPORT

 

Note Summary(1)

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $55,000,000   WFCM 2017-RB1               Yes
A-2 $50,000,000   Wells Fargo Bank, National Association               No
Total $105,000,000      

  
(1)The lender provides no assurances that any non-securitized pari passu note will not be split further.

 

Following the lockout period, the borrower has the right to defease The Davenport Whole Loan in whole, but not in part, on any date before October 11, 2026. In addition, The Davenport Whole Loan is prepayable without penalty on or after October 11, 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) March 11, 2019.

 

Sources and Uses

 

Sources           Uses        
Original whole loan amount $105,000,000   49.0 %   Purchase price $202,500,000   94.5 %
Borrower Sponsor’s new cash contribution 109,393,255   51.0     Reserves 10,068,858   4.7  
            Closing costs 1,824,397   0.9  
Total Sources $214,393,255   100.0 %   Total Uses $214,393,255   100.0 %

 

The Property. The Davenport Property is a four story, class A office building totaling 230,864 square feet and located in Cambridge, Massachusetts, approximately 2.9 miles west of the Boston central business district. Built in 1888 and renovated in 2015, The Davenport Property is situated on a full 1.6-acre city block. The previous owner invested approximately $19.0 million into The Davenport Property including a completely redesigned and upgraded lobby, elevator modernization and cab upgrade, roof replacement and repairs, façade improvements, and building system upgrades to the HVAC and fire alarm. The Davenport Property also has Wired Certified Gold internet infrastructure and connectivity and features many amenities for the younger, tech-oriented workforce including nap rooms, common areas for collaborative work and an employee cafeteria and conference center.

 

The Davenport Property serves as the global headquarters of HubSpot, a provider of cloud-based marketing and sales software for small and mid-size businesses. HubSpot uses integrated applications, such as social media, search engine optimization, blogging, website content management, marketing automation, email, and analytics and reporting, which enable businesses to attract visitors to their websites, convert visitors into leads, and close leads into customers. HubSpot’s products allow its customers to easily execute, manage and analyze sophisticated email marketing campaigns. According to a third party market research report, HubSpot is a leader in the marketing automation industry and controls approximately 50% of global market share and approximately 29% of U.S. market share. HubSpot has over 23,000 customers in more than 90 countries and strong customer relationships as evidenced by its monthly subscription retention rate of over 90%. HubSpot is a publicly traded company on the New York Stock Exchange (HUBS) and had a market capitalization of $2.2 billion as of March 1, 2017.

 

HubSpot has been in occupancy since 2010 and has gradually expanded within The Davenport Property. In 2015, in order to facilitate its rapid growth, HubSpot executed a long-term lease renewal through October 2027 for its 118,561 square feet of space and added 66,887 square feet of expansion space. HubSpot currently occupies 185,448 square feet (80.3% of net rentable area). Further, HubSpot’s lease has contractual phased-in expansions to lease 100% of the net rentable area at The Davenport Property by May 2018. The first expansion will commence on January 1, 2018 and encompass 18,674 square feet (8.1% of net rentable area), and the second expansion will occur on May 1, 2018 where HubSpot will take over 11,064 square feet (4.8% of net rentable area). After the second expansion, HubSpot is contractually obligated to lease the 15,678 square feet (6.8% of net rentable area) of basement space. These three spaces are collectively referred to as the “Put Premises” (see “Major Tenants” section). On December 1, 2020, HubSpot’s below market rent on its original 118,561 square feet of space will be re-set to $57.00 per square foot, triple net, bringing its rent in-line with the expansion spaces. The Davenport Property will benefit from the December 2020 rent re-set, which will equate to an increase in effective gross income of approximately $4.7 million by year-end 2021.

 

The Davenport Property does not offer on-site parking but has a long-term 99-year parking agreement with the City of Cambridge, which was executed on November 18, 1985, to lease up to 250 parking spaces at the adjacent parking garage, resulting in a parking ratio of 1.1 spaces per 1,000 square feet of rentable area. HubSpot is contractually obligated to lease a minimum of 202 parking spaces. As of January 31, 2017, The Davenport Property was 93.2% occupied by three tenants (see “Major Tenants” section).

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

THE DAVENPORT

 

The following table presents certain information relating to the tenancy at The Davenport 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                
HubSpot(2)(3) NR/NR/NR 185,448 80.3% $42.54 $7,889,432 84.2% 10/31/2027(7)
Atlas Venture(4) NR/NR/NR 18,674 8.1% $54.00 $1,008,396 10.8% 10/31/2017      
Nature Publishing Group(5) NR/NR/NR 11,064 4.8% $43.00 $475,752 5.1% 4/30/2018      
Total Major Tenants   215,186 93.2% $43.56 $9,373,580 100.0%    
                 
Non-Major Tenants   0 0.0% $0.00 $0 0.0%    
                 
Occupied Collateral Total   215,186 93.2% $43.56 $9,373,580 100.0%    
                 
Vacant Space(6)   15,678 6.8%          
                 
Collateral Total   230,864 100.0%          
                 

 

(1)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through March 2018 totaling $448,637.
(2)HubSpot occupies eight office spaces totaling 185,448 square feet. The office spaces have Annual U/W Base Rent PSFs of $36.15 (four spaces totaling 112,930 square feet), $34.65 (one space totaling 5,631 square feet), and $54.00 (three spaces totaling 66,887 square feet).
(3)HubSpot is receiving six months free rent through June 2017 on 15,910 square feet (6.9% of net rentable area) and eight months free rent through August 2017 on 42,834 square feet (18.6% of net rentable area). This free rent amount has been reserved upfront at closing.
(4)“Put Premise A” and “Put Premise B” are currently occupied by Atlas Venture through October 31, 2017. HubSpot is contractually obligated to take possession of these spaces by January 1, 2018. Annual U/W Base Rent PSF of $54.00 is based on HubSpot’s contractual rent beginning on January 1, 2018. Atlas Venture currently leases Put Premise A for $35.78 per square foot and Put Premise B for $49.00 per square foot.
(5)“Put Premise C” is currently occupied by Nature Publishing Group through April 30, 2018. HubSpot is contractually obligated to take possession of Put Premise C by May 1, 2018 at a rental rate of $55.00 per square foot. Annual U/W Base Rent PSF of $43.00 is based on Nature Publishing Group’s May 2017 contractual rent step.
(6)Vacant Space is comprised of 5,678 square feet of basement office space and 10,000 square feet of basement storage space. Upon the commencement of Put Premise C, HubSpot is contractually obligated to lease the basement office space for $48.00 per square foot and the basement storage space for $15.00 per square foot. Both spaces were underwritten as vacant, but HubSpot will likely use this space for a tenant amenity.
(7)HubSpot has two, 5-year lease renewal options.

 

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

 

Lease Expiration Schedule(1)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring
NRSF
% of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF(2)
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2017 2(3) 18,674 8.1% 18,674 8.1% $1,008,396 10.8% $54.00
2018 1(4) 11,064 4.8% 29,738 12.9% $475,752 5.1% $43.00
2019 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2020 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2021 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2022 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2023 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2024 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2025 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2026 0 0 0.0% 29,738 12.9% $0 0.0% $0.00
2027 8 185,448 80.3% 215,186 93.2% $7,889,432 84.2% $42.54
Thereafter 0 0 0.0% 215,186 93.2% $0 0.0% $0.00
Vacant(5) 0 15,678 6.8% 230,864 100.0% $0 0.0% $0.00
Total/Weighted Average 11(6) 230,864 100.0%     $9,373,580 100.0% $43.56

 

(1)Information obtained from the underwritten rent roll.
(2)Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(3)Put Premise A and Put Premise B are currently occupied by Atlas Venture through October 31, 2017. HubSpot is contractually obligated to take possession of these spaces by January 1, 2018. Annual U/W Base Rent PSF of $54.00 is based on HubSpot’s contractual rent beginning on January 1, 2018. Atlas Venture currently leases Put Premise A for $35.78 per square foot and Put Premise B for $49.00 per square foot.
(4)Put Premise C is currently occupied by Nature Publishing Group through April 30, 2018. HubSpot is contractually obligated to take possession of Put Premise C by May 1, 2018 at a rental rate of $55.00 per square foot.
(5)Vacant Space is comprised of 5,678 square feet of basement office space and 10,000 square feet of basement storage space. Upon the commencement of Put Premise C, HubSpot is contractually obligated to lease the basement office space for $48.00 per square foot and the basement storage space for $15.00 per square foot.
(6)The Davenport Property is occupied by three tenants subject to 11 leases.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

THE DAVENPORT

 

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

 

Historical Occupancy

 

12/31/2013(1)

 

12/31/2014(1)

 

12/31/2015(1)(2)

 

12/31/2016(1)(2)

 

1/31/2017(3)

100.0%   100.0%   71.5%   100.0%   93.2%

 

(1)Information obtained from the borrower.
(2)HubSpot expanded into the space formerly occupied by Sonos and Zipcar, which vacated in 2015.
(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 Davenport Property:

 

Cash Flow Analysis(1)

 

  2015  

Annualized 11

11/30/2016

  U/W   % of U/W Effective Gross Income   U/W $ per SF  

Year 4

12/31/2021(2)

 
Base Rent $8,832,174   $6,853,343   $9,373,580(3)   70.4%   $40.60   $13,152,367  
Grossed Up Vacant Space 0   0   422,544   3.2   1.83   0  
Total Reimbursables 785,719   2,535,443   3,524,376   26.5   15.27   4,300,986  
Other Income(5) 778,407   476,360   491,134   3.7   2.13   557,924  
Less Vacancy & Credit Loss

0

 

0

 

(489,806)

 

(3.7)

 

(2.12)

 

0

 
Effective Gross Income $10,396,300   $9,865,147   $13,321,827   100.0%   $57.70   $18,011,277  
                         
Total Operating Expenses $4,310,355   $4,014,999   $4,276,442   32.1%   $18.52   $4,975,245  
             
Net Operating Income $6,085,945(4)   $5,850,147(4)   $9,045,386(4)   67.9%   $39.18   $13,036,032  
TI/LC 0   0   630,441   4.7   2.73   0  
Capital Expenditures

0

 

0

 

46,173

 

0.3

 

0.20

 

66,862

 
Net Cash Flow $6,085,945   $5,850,147   $8,368,772   62.8%   $36.25   $12,969,170  
                         
NOI DSCR(6) 1.35x   1.30x   2.01x           2.94x  
NCF DSCR(6) 1.35x   1.30x   1.86x           2.93x  
NOI DY(6) 5.8%   5.6%   8.6%           12.4%  
NCF DY(6) 5.8%   5.6%   8.0%           12.4%  

 

(1)Historical financials prior to 2015 are not available as The Davenport Property was acquired in February 2017 and the seller did not provide historical cash flows.
(2)Year 4 12/31/2021 is based on the appraisal when HubSpot will be leasing 100.0% of The Davenport Property at $58.00 per square foot for the office space on floors one through four, $52.00 per square foot for the basement office space, and $17.39 per square foot for the basement storage space.
(3)In addition to the HubSpot expansion spaces, Base Rent includes contractual rent steps through March 2018 totaling $448,637 (see “Major Tenants” section).
(4)U/W Net Operating Income is greater than 2015 and Annualized 11 11/30/2016 due to HubSpot leasing the three expansion spaces, Put Premise A and Put Premise B.
(5)Other Income is comprised of parking income and license fee income.
(6)The debt service coverage ratios and debt yields are based on The Davenport Whole Loan.

 

Appraisal. As of the appraisal valuation date of January 19, 2017, The Davenport Property had an “as-is” appraised value of $204,000,000, which equates to an “as-is” Cut-off Date LTV Ratio of 51.5%. The appraiser also concluded to an “as-stabilized” value of $214,000,000 as of November 1, 2018, which equates to an “as-stabilized” Cut-off Date LTV Ratio of 49.1%. The appraiser also concluded to a dark value of $162,000,000, which equates to a loan to dark value of 64.8%.

 

Environmental Matters. According to a Phase I environmental site assessment dated January 18, 2017, there was no evidence of any recognized environmental conditions at The Davenport Property.

 

Market Overview and Competition. The Davenport Property is located in Cambridge, Massachusetts, approximately 1.4 miles northwest of the central business district of Boston one block from the MBTA Lechmere Green Line station and 3.4 miles west of Boston Logan International Airport. The Davenport Property is located within the East Cambridge neighborhood of the Kendall Square area of Boston, which is known for its concentration of life science, pharmaceutical, technology firms and its proximity to the Massachusetts Institute of Technology (“MIT”), which is located approximately 1.0 mile southwest of The Davenport Property. Additional businesses in the Kendall Square area include Google, Biogen Idec, Camp, Dresser, McKee, Whitehead Institute for Biomedical Research, Genzyme, Novartis, Vertex, and the John A. Volpe National Transportation Systems Center.

 

According to a third-party report, the Boston area is home to 35 colleges and universities, including Harvard and MIT and serves as a hub for life sciences research and technology companies. Cambridge is home to 14 innovative incubators and co-working spaces, including the Cambridge Innovation Center (“CIC”), which was founded in 1999 and has been home to over 3,500 companies. Companies originally founded at CIC have created over $3.9 billion in publicly disclosed exit value since 2001 and have raised approximately $2.7 billion in venture capital and strategic investment since 2001. Additionally, Cambridge-based companies raised approximately $1.0 billion in 21 venture capital placements in 2016. According to a third party market research report, the 2016 estimated population within a one-, three- and five- mile radius of The Davenport Property was 45,036, 455,360 and 977,515. The 2016 estimated average household income within the same radii was $117,803, $98,958 and $92,307.

 

According to a third party market research report, the most significant impact on commercial real estate, particularly in Boston, comes from shifting demographic preferences like access to collaborative space, live/work/play environments and proximity to urban amenities, which drive corporate site selection. Cambridge has benefited from this as rents continue to grow and availability remains limited. In addition, The Davenport Property is located within the East Cambridge/Kendall Square submarket of the Boston office

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

THE DAVENPORT

 

market. As of the fourth quarter of 2016, the class A office submarket reported an inventory of 58 buildings totaling approximately 13.0 million square feet with a 2.9% vacancy rate, an asking rental rate of $78.01 per square foot, gross, and positive absorption of 120,373 square feet.

 

The appraiser concluded to market rents for The Davenport Property of $71.00 per square foot, gross, for office space on floors 1-4; $48.00 per square foot, gross, for basement office space; and $15.00 per square foot, gross, for storage space. Overall, the appraiser concluded that the in-place rents at The Davenport Property are below market levels, but are expected to increase to market levels by December 2020 due to HubSpot’s contractual rent increases of $1.00 per square foot per year.

 

The following table presents certain information relating to comparable office leases for The Davenport 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

55 Cambridge Pky

Cambridge, MA

1985/NAP 9 275,968 100% 0.4 miles Flagship Ventures

October 2016 /

12.0 Years

20,623 $73.00 Gross
One Broadway Cambridge, MA 1969/2000 16 312,000 100% 0.7 miles Facebook, Inc.

September 2016 /

5.0 Years

18,768 $79.00 Modified Gross

55 Cambridge Pky

Cambridge, MA

1985/NAP 9 275,968 100% 0.4 miles CarGurus

September 2016 /

6.3 Years

30,534 $73.00 Gross

One Kendall Square

Cambridge, MA

1887/1985 3 19,821 100% 0.9 miles Toyota

July 2016 /

7.0 Years

13,000 $74.00 Gross

Canal Park

Cambridge, MA

1983/2015 4 101,457 100% 180 feet HubSpot

April 2016 /

6.8 Years

8,562 $69.00 Modified Gross

One Memorial

Cambridge, MA

1985/2007 17 352,905 100% 0.8 miles Microsoft

February 2016 /

10.5 Years

156,000 $67.50 Net

Riverfront Office Park

Cambridge, MA

1986/NAP 14 305,589 98.2% 0.6 miles MIT

June 2015 /

6.0 Years

45,868 $69.00 Gross

450 Kendall St

Cambridge, MA

2014/NAP 5 64,000 100% 0.6 miles MPM Capital

January 2015 /

7.0 Years

14,700 $59.00 Net

 

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

 

The Borrower. The borrower is Davenport Owner (DE) 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 Davenport Whole Loan.

 

The Borrower Sponsors. The borrower sponsors are OPG Investment Holdings US Inc. (“OPG”) and Alony-Hetz Properties & Investments Ltd. (“Alony Hetz”). Alony-Hetz was established in 1989 and is one of Israel’s largest real estate investment holding companies, with assets in Israeli and overseas. Alony-Hetz primarily focuses on real estate with long-term leases and quality tenant rosters. OPG, also known as Oxford Properties Group, is the real estate arm of the Ontario Municipal Employees Retirement System (“OMERS”). OMERS is one of Canada’s largest pension funds with net assets of $85.2 billion as of year-end 2016, representing an $8.1 billion increase over 2015. OPG is a global platform for real estate investment, development and management with over 2,000 employees and over $40 billion of real assets under management, including seven office properties in Boston totaling more than 4.0 million square feet.

 

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $5,225 for deferred maintenance, $2,030,190 for rent abatements (excluding the Put Premises), $7,938,810 for outstanding tenant improvement and leasing commission (“TI/LC”) obligations related to HubSpot, and $94,633 for HubSpot’s basement reserve.

 

The loan documents provide for ongoing monthly escrows of $78,177 for rent abatements related to the Put Premises (subject to a cap of $938,123), $181,108 for HubSpot TI/LCs (subject to a cap of $2,173,299), and $94,633 for HubSpot’s basement reserve (subject to a cap of $1,135,600). The loan documents do not require ongoing monthly escrows for taxes, replacements reserves, and TI/LCs as long as no Cash Trap Event Period (as defined below) has occurred and is continuing, or with regard to insurance premiums, as long as (i) no Cash Trap Event Period (as defined below) has occurred and is continuing, (ii) borrower provides the lender with evidence that The Davenport Property is insured via an acceptable blanket insurance policy and such policy is in full force and effect and (iii) borrower provides the lender with evidence of renewal of the insurance policies and timely proof of payment of insurance premiums. During a Cash Trap Event Period, TI/LC reserves will be capped at $25.00 multiplied by the net rentable area of The Davenport Property.

 

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

 

  18 

 

 

THE DAVENPORT

 

Lockbox and Cash Management. The Davenport Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay all rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess cash flow is required to be distributed to the borrower. During a Cash Trap Event Period, all rents are required to be swept to a lender-controlled cash management account and excess cash flow is held by lender as additional collateral unless the Cash Trap Event Period is triggered by clause (iii) in the paragraph below, in which event all excess funds will be swept to a subaccount for the payment of potential re-leasing expenses related to the HubSpot space (the “HubSpot Reserve Subaccount”).

 

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the debt service coverage ratio falling below 1.25x for two consecutive quarters; or (iii) the occurrence of a HubSpot Trigger Event (as defined below).

 

A Cash Trap Event Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters; and with respect to clause (iii), upon the earlier of (a) the date on which the aggregate amount of funds deposited in the HubSpot Reserve Subaccount equals or exceeds the applicable HubSpot Reserve Cap (as defined below); (b) HubSpot’s space is at least 90% occupied by HubSpot and/or one or more satisfactory replacement tenants paying full unabated rent in an amount not less than HubSpot’s weighted average contractual rental rate, and all TI/LCs provided have been paid and accepted; (c) the borrower executes new leases with one or more tenants resulting in The Davenport Property achieving a net cash flow debt yield of 7.2% or more, and all TI/LCs provided have been paid and accepted; or (d) HubSpot is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed its lease pursuant to final, non-appealable order of a court of competent jurisdiction.

 

A “HubSpot Trigger Event” will occur upon the earlier of HubSpot (1) failing to renew its lease on or prior to March 1, 2026; (2) failing to occupy at least 67% of its space; or (3) entering into or being subject to bankruptcy or similar insolvency proceedings.

 

The “HubSpot Reserve Cap” is an amount equal to the product of (a) the net rentable square footage of the HubSpot space and (b) $50.00. With regard to a HubSpot Trigger Event triggered by clause (2) above, the HubSpot Reserve Cap will be reduced proportionately if (I) any of the HubSpot space is re-leased; (II) all tenant obligations have been paid with respect to such re-leased space; and (III) the replacement tenant has unconditionally accepted possession of such re-leased space (“Proportionate HubSpot Reduction”). A Proportionate HubSpot Reduction does not apply to a HubSpot Trigger Event triggered by clauses (1) or (3) above.

 

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

 

Assumption. The borrower has the two-time right to transfer The Davenport Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) if requested by lender, rating agency confirmation that the sale and assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 certificates and similar confirmations from each rating agency rating any securities backed by The Davenport Companion Loan with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Provided no event of default has occurred and is continuing and upon written notice provided to the lender, the borrower is permitted to incur future mezzanine indebtedness, provided that (a) the mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender; (b) the mezzanine loan will have a term that is at least co-terminus with The Davenport Whole Loan; (c) the combined loan-to-value ratio will not be greater than 51.5%; (d) the debt service coverage ratio of The Davenport Whole Loan and the mezzanine loan will not be less than 1.82x; (e) a rating agency confirmation from DBRS, Fitch, and Moody’s that the future mezzanine indebtedness will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 Certificates or similar ratings confirmations from each rating agency rating any securities backed by The Davenport Companion Loan with respect to the ratings of such securities; and (f) any other requirements as stated under the loan documents are met.

 

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 Davenport Property (provided the borrower is not required to pay terrorism insurance premiums in excess of two times the premium for all risk and business interruption insurance coverage on a stand-alone basis if the Terrorism Risk Insurance Program Authorization Act is no longer in effect), as well as business interruption insurance covering no less than an amount equal to 100% of the projected gross income from The Davenport Property on an actual loss sustained basis for a period beginning on the date of business interruption and continuing until the restoration of The Davenport Property is completed, or the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Windstorm and Flood Insurance. The loan documents require windstorm and flood insurance covering the full replacement cost of The Davenport Property during the loan term.  At the time of loan closing, The Davenport Property had windstorm insurance coverage and flood insurance in the maximum limit available under the National Flood Insurance Program together with excess coverage.

 

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

 

  19 

 

 

CENTER WEST

 

 

(Graphic) 

 

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

 

  20 

 

 

CENTER WEST

 

(Graphic) 

 

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

 

  21 

 

 

No. 3 – Center West
 
Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $40,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $40,000,000   Location: Los Angeles, CA
% of Initial Pool Balance: 6.3%   Size: 349,298 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $229.03
Borrower Name: Center West   Year Built/Renovated: 1985/NAP
Borrower Sponsor: Kambiz Hekmat   Title Vesting: Leasehold
Mortgage Rate: 4.4350%   Property Manager: Self-managed
Note Date: December 6, 2016   4th Most Recent Occupancy(4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): 66.2% (12/31/2013)
Maturity Date: December 6, 2026   2nd Most Recent Occupancy (As of)(4): 55.4% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of)(4): 53.8% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of)(4): 57.1% (11/2/2016)
Seasoning: 3 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $7,071,123 (12/31/2013)
Call Protection(2): L(24),GRTR 2%orYM(92),O(4)   3rd Most Recent NOI (As of): $7,429,652 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $6,675,068 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $7,164,676 (TTM 8/31/2016)
Additional Debt Type(1): Pari Passu      
      U/W Revenues: $13,841,932
      U/W Expenses: $6,099,920
      U/W NOI(5): $7,742,012
Escrows and Reserves(3):     U/W NCF(5): $6,990,633
          U/W NOI DSCR(1)(5): 2.15x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1)(5): 1.94x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1)(5): 9.7%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1)(5): 8.7%
Replacement Reserves $0 Springing NAP   As-Is Appraised Value(1)(6): $209,000,000
TI/LC Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: October 20, 2016
Unfunded Obligations $2,352,223 $0 NAP   Cut-off Date LTV Ratio(1)(6): 38.3%
Ground Rent $0 Springing NAP   LTV Ratio at Maturity (1)(6): 38.3%
             
               
(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 Center West Whole Loan.
(2)See “Partial Prepayment” section.
(3)See “Escrows” section.
(4)See “Historical Occupancy” section.
(5)Stabilized U/W NOI and Stabilized U/W NCF, assuming the underwritten rent roll is leased up to the third quarter 2016 Westwood Class A office submarket occupancy of 90.7% and vacant spaces are grossed up at the appraisal’s concluded market rents, would be $14.8 million and $13.6 million, respectively. Based on the Stabilized NOI and Stabilized U/W NCF, the U/W NOI Debt Yield and U/W NCF DSCR are 18.4% and 3.78x, respectively.
(6)See “Appraisal” section. The appraisal concluded an “as-is” and “as stabilized” appraised value. The Cut-off Date LTV Ratio and LTV Ratio at Maturity is calculated based on the “as-is” value of $209.0 million as of October 20, 2016. The Cut-off Date LTV Ratio and LTV Ratio at Maturity, calculated based on the “as stabilized” appraised value of $256.0 million as of April 1, 2019, assuming a stabilized occupancy of 95.0%, is 31.3%.

 

The Mortgage Loan. The mortgage loan (the “Center West Mortgage Loan”) is part of a whole loan (the “Center West Whole Loan”) that is evidenced by four pari passu promissory notes (Note A-1, Note A-2, Note A-3 and Note A-4) secured by a first mortgage encumbering the borrower’s leasehold interest in a 23-story, 349,298 square feet Class A office building located in Los Angeles, California (the “Center West Property”). The Center West Whole Loan was originated on December 6, 2016 by UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch”). The Center West Whole Loan had an original principal balance of $80,000,000, has an outstanding principal balance as of the Cut-off Date of $80,000,000 and accrues interest at an interest rate of 4.4350% per annum. The Center West Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires interest-only payments through the term of the Center West Whole Loan. The Center West Whole Loan matures on December 6, 2026.

 

The Center West Mortgage Loan, evidenced by the controlling Note A-2 and non-controlling Note A-3, had an aggregate original principal balance of $40,000,000, has an aggregate outstanding principal balance of $40,000,000 as of the Cut-Off Date and will be contributed to the WFCM 2017-RB1 Trust. The non-controlling Note A-1, with an original principal balance of $30,000,000, is currently held in the BBCMS 2017-C1 Trust. The non-controlling Note A-4, with an original principal balance of $10,000,000, is currently held by UBS AG and is expected to be contributed to one or more future trusts. Each of the mortgage loans evidenced by Note A-1 and Note A-4 are referred to herein as the “Center West Companion Loans”. The lender provides no assurances that any

 

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

 

  22 

 

 

CENTER WEST

 

non-securitized pari-passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans—Center West Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Note Holder Controlling Interest
A-1 $30,000,000 BBCMS 2017-C1 No
A-2 $25,000,000 WFCM 2017-RB1 Yes
A-3 $15,000,000 WFCM 2017-RB1 No
A-4 $10,000,000 UBS AG, New York Branch No
Total $80,000,000    

 

The borrower has the right to prepay the Center West Whole Loan in whole on any date after December 6, 2019, provided that the borrower pays the greater of a yield maintenance premium or prepayment premium equal to 2.0% of the principal amount being prepaid; provided however, the Center West Whole Loan is prepayable without penalty on or after September 6, 2026. Under certain circumstances, the borrower will be required to prepay the Center West Whole Loan in part. See “Partial Prepayment” section.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $80,000,000   85.8%   Loan payoff(1) $90,419,400     97.0%
Borrower sponsor’s new cash contribution 13,211,537   14.2      Reserves 2,352,223   2.5
          Closing costs 439,914   0.5
Total Sources $93,211,537   100.0%   Total Uses $93,211,537   100.0%

 

(1)The Center West Property was previously securitized in the JPMCC 2007-LDPX transaction.

 

The Property. The Center West Property is a 23-story, 349,298 square foot, Class A office building located situated in the central business district of Los Angeles, California. Constructed in 1985, the Center West Property is situated on a 1.3-acre site containing 773 parking spaces (2.2 spaces per 1,000 square feet) in a four-level subterranean parking garage as well as two above grade partial parking levels. Amenities at the Center West Property include ground floor retail and service tenants, a three-story main lobby with coffered ceilings, an atrium lobby with 40-foot ceilings with a café and landscaped dining area, single corridor configuration, with bay depths varying from 33 to 39 feet, on-site management office, 24-hour security, valet/self-parking service and on-site car wash service.

 

The Center West Property is located in the area of Los Angeles known as Westwood. Westwood provides for ease of access and availability of nearby amenities in one of Los Angeles’ major business centers, according to the appraisal. Westwood is bounded by Beverly Hills and Century City to the east, by Bel Air to the north, by Rancho Park to the south and by Brentwood to the west. Westwood is home to the University of California, Los Angeles (“UCLA”) and the Ronald Reagan UCLA Medical Center.

 

The borrower sponsor developed the Center West Property between 1985 and 1990 at an original cost basis of approximately $31.8 million. Since its development, the borrower sponsor has invested approximately $10.2 million ($29.32 per square foot) in capital improvements related to building improvements, tenant improvements, furniture, fixtures and equipment, and approximately $4.6 million ($13.05 per square foot) in soft costs for a total cost basis of approximately $46.6 million.

 

As of November 2, 2016, the Center West Property was 57.1% occupied by 31 local, regional and national tenants. The largest tenants include Merrill Lynch Pierce Fenner & Smith (“Merrill Lynch”) (6.6% of net rentable area; rated A/Baa1/BBB+ by Fitch/Moody’s/S&P), Aurora Capital Group (6.6% of net rentable area), Radar Pictures (4.8% of net rentable area) and Wells Fargo Advisors (4.8% of net rentable area; rated AA-/A2/A by Fitch/Moody’s/S&P).

 

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

 

  23 

 

 

CENTER WEST

 

The following table presents certain information relating to the tenancy at the Center West 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
% of Total Annual U/W Base Rent Lease
Expiration
Date
               
Major Tenant              
Aurora Capital Group NR/NR/NR 22,911 6.6% $60.51 $1,386,394 12.1% 3/31/2021
Merrill Lynch(2) A/Baa1/BBB+ 23,121 6.6% $58.20 $1,345,642 11.8% 4/30/2022
Radar Pictures NR/NR/NR 16,894 4.8% $63.02 $1,064,617 9.3% 9/20/2020
Rentech NR/NR/NR 16,567 4.7% $57.29 $949,101 8.3% 6/14/2020
Wells Fargo Advisors(3) AA-/A2/A 16,894 4.8% $54.00 $912,276 8.0% 7/31/2024
Total Major Tenant 96,387 27.6% $58.70 $5,658,030 49.5%  
               
Non-Major Tenants   103,176 29.5% $56.03 $5,780,566 50.5%  
               
Occupied Collateral Total 199,563 57.1% $57.32 $11,438,597 100.0%  
               
Vacant Space   149,735 42.9%        
               
Collateral Total 349,298 100.0%        
               

 

(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(2)Merrill Lynch currently subleases 4,550 square feet to General Electric (NYSE: GE) with a lease expiration of April 29, 2017. General Electric has been in occupancy since February 2008 and has a current rental rate of $64.60 per square foot. Merrill Lynch recently executed a lease amendment extending its lease term for 60 months through April 2022. Merrill Lynch has the right to terminate its lease effective April 30, 2020 with a nine-month written notice and payment of a termination fee, estimated at $1,352,662, which is equal to the sum of unamortized tenant improvement allowance, excused rent, brokerage commissions paid by the landlord and six months of monthly basic rent for months 37 through 42, discounted at 8.0%. The underwritten cash flow is based on Merrill Lynch’s direct rent of $58.20 per square foot.
(3)Wells Fargo Advisors has the one-time right to terminate its lease effective as of October 31, 2021 with 12 months’ written notice and payment of a termination fee, estimated at approximately $1,049,608, which is equal to the unamortized tenant improvement allowance, eight-month rent abatement, and the tenant’s broker commission and five months of the then applicable base rent, discounted at 8.0%.

 

The following table presents certain information relating to the lease rollover schedule at the Center West 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 Total % of Annual U/W Base Rent Annual U/W Base Rent PSF(3)
MTM 2 1,782 0.5% 1,782 0.5% $66,132 0.6% $37.11
2017 5 34,247 9.8% 36,029 10.3% $2,058,104 18.0% $60.10
2018 1 12,261 3.5% 48,290 13.8% $616,521 5.4% $50.28
2019 1 1,185 0.3% 49,475 14.2% $62,154 0.5% $52.45
2020 11 63,071 18.1% 112,546 32.2% $3,628,538 31.7% $57.53
2021 6 38,196 10.9% 150,742 43.2% $2,253,621 19.7% $59.00
2022 2 26,660 7.6% 177,402 50.8% $1,543,431 13.5% $57.89
2023 0 0 0.0% 177,402 50.8% $0 0.0% $0.00
2024 3 22,161 6.3% 199,563 57.1% $1,210,096 10.6% $54.60
2025 0 0 0.0% 199,563 57.1% $0 0.0% $0.00
2026 0 0 0.0% 199,563 57.1% $0 0.0% $0.00
2027 0 0 0.0% 199,563 57.1% $0 0.0% $0.00
Thereafter 0 0 0.0% 199,563 57.1% $0 0.0% $0.00
Vacant 0 149,735 42.9% 349,298 100.0% $0 0.0% $0.00
Total/Weighted Average 31 349,298 100.0%     $11,438,597 100.0% $57.32

 

(1)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.
(2)Information obtained from the underwritten rent roll.
(3)Weighted Average Annual U/W Base Rent PSF excludes vacant space.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 Center West Property:

 

Historical Occupancy(1)

 

12/31/2013(2)

12/31/2014(2)

12/31/2015(2)

11/2/2016(3)

       
66.2% 55.4% 53.8% 57.1%

 

(1)The Center West Property is 57.1% leased as of November 2, 2016 and occupancy has fluctuated between 53.8% and 78.6% since 2008. The low occupancy is due in part to the borrower sponsor’s selectivity and preference for leasing to only the highest quality tenants.
(2)Information obtained from the borrower.
(3)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

  2013   2014   2015   TTM 8/31/2016   Stabilized U/W(1)   U/W   % of U/W Effective Gross Income(2)  

U/W $

per SF(2)

 
Base Rent(3)(4) $12,359,287   $10,303,944   $9,849,792   $10,906,561   $20,455,112   $11,438,597   82.6%   $32.75  
Grossed Up Vacant Space 0   0   0   0   0   9,016,515   65.1   25.81  
Total Reimbursables 95,639   250,150   328,174   284,371   421,559   265,543   1.9   0.76  
Other Income(5) 2,720,583   2,436,874   2,147,856   2,137,792   3,080,551   2,137,792   15.4   6.12  
Less Vacancy & Credit Loss(6)

(1,360,874)

 

(25,044)

 

(172,396)

 

(251,792)

 

(1,941,530)

 

(9,016,515)

 

(65.1)

 

(25.81)

 
Effective Gross Income $13,814,635   $12,965,924   $12,153,426   $13,076,932   $22,015,691   $13,841,932   100.0%   $39.63  
                                 
Total Operating Expenses(7) $6,743,512   $5,536,272   $5,478,358   $5,912,256   $7,259,275   $6,099,920   44.1%   $17.46  
                                 
Net Operating Income $7,071,123   $7,429,652   $6,675,068   $7,164,676   $14,756,416   $7,742,012   55.9%   $22.16  
  TI/LC 0   0   0   0   1,094,332   681,519   4.9   1.95  
  Capital Expenditures

0

 

0

 

0

 

0

 

69,860

 

69,860

 

0.5

 

0.20

 
Net Cash Flow $7,071,123   $7,429,652   $6,675,068   $7,164,676   $13,592,224   $6,990,633   50.5%   $20.01  
                                 
NOI DSCR(8) 1.97x   2.07x   1.86x   1.99x   4.10x   2.15x          
NCF DSCR(8) 1.97x   2.07x   1.86x   1.99x   3.78x   1.94x          
NOI DY(8) 8.8%   9.3%   8.3%   9.0%   18.4%   9.7%          
NCF DY(8) 8.8%   9.3%   8.3%   9.0%   17.0%   8.7%          

 

(1)Stabilized Underwritten assumes that the underwritten rent roll is leased up to the third quarter 2016 Westwood Class A office submarket occupancy of 90.7% and vacant spaces are grossed up at the appraisal’s concluded market rents.
(2)% of U/W Effective Gross Income and U/W $ per SF columns are reflective of the U/W column.
(3)The decrease in Base Rent from 2013 to 2015 is primarily attributed to Northern Trust Bank vacating suites 100 and 1000 (27,140 square feet, 7.8% of net rentable area, 8.7% of gross potential rent) on May 31, 2013 and Gores Technology vacating suites 1600, 1700 and 1800 (38,747 square feet, 11.1% of net rentable area, 11.1% of gross potential rent) on April 30, 2014. Suites 1800 and 1700 were re-tenanted in September 2015 and November 2016, respectively. Rentech relocated to suite 1000 per its third lease amendment.
(4)Underwritten Base Rent is based on the underwritten rent roll dated November 2, 2016 and include contractual rent steps through October 31, 2017 of $182,237.
(5)Other Income includes parking income and tenant service income.
(6)Historical Vacancy/Credit Loss represents rent credits. Underwritten Vacancy/Credit Loss is based on the actual vacancy based on the underwritten rent roll dated November 2, 2016 at the appraisal’s concluded market rents.
(7)The Center West Property is subject to a ground lease that expires on December 23, 2085. The ground lessor is an affiliate of the borrower. The underwritten ground lease rent is based on the current payable ground lease rent during the term of the loan of $1,589,160. See “Ground Lease” section.
(8)Debt service coverage ratios and debt yields are based on the Center West Whole Loan.

 

Appraisal. The appraisal concluded an “as-is” and “as stabilized” appraisal value assuming a sale of the Center West Property to a third party, whereby pursuant to the Center West loan documents and ground lease, the ground rent would be equal to the total actual annual fixed rent of $3,938,240 as of January 1, 2017, subject to 5.0% per annum increases, and a reset every 10 years to 12.0% of the fair market value of the ground leased land, provided, however, that the annual fixed rent upon reset will not be less than the then applicable current annual fixed rent. As of the appraisal valuation date of October 20, 2016, the Center West Property had an “as-is” appraised value of $209.0 million. As of the appraisal valuation date of April 1, 2019, the Center West Property has an “as stabilized” appraised value of $256.0 million, assuming a stabilized occupancy of 95.0%, equating to a Cut-off Date LTV Ratio and LTV Ratio at Maturity Date of 31.3%. The appraisal concluded a “lender as-is” and “lender as stabilized” appraised value of $277.3 million as of 2017 and $330.4 million as of 2020, respectively. The “lender as-is” and “lender as stabilized” appraised values were derived utilizing a discounted cash flow analysis assuming ground rent payments of the Current Payable Annual Ground Rent for the remainder of the ground lease term, an 8.0% discount rate and 5.50% reversion cap rate for the “lender as-is” analysis and a 7.5% discount rate and 5.50% reversion cap rate for the “lender as stabilized” analysis, equating to a Cut-off Date LTV Ratio and LTV Ratio at Maturity Date of 28.9% for the “lender as-is” and 24.2% for the “lender as stabilized”.

 

Environmental Matters. According to a Phase I environmental site assessment dated October 28, 2016, there was no evidence of any recognized environmental condition at the Center West Property.

 

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

 

  25 

 

 

CENTER WEST

 

Market Overview and Competition. The Center West Property is located in the central business district area of downtown Los Angeles on the northeast corner of Wilshire Boulevard and Glendon Avenue in the heart of Westwood. The property is located approximately 0.5 miles east of Interstate 405, a major north/south thoroughfare that provides the Westwood neighborhood with access to Los Angeles International Airport (“LAX”) and downtown Los Angeles and connects with Interstate 5, a major north/south thoroughfare providing access to San Diego, downtown Los Angeles, Sacramento and Seattle. Westwood is located approximately 10 miles north of the Los Angeles Civic Center, six miles east of the Pacific Ocean and nine miles north of LAX.

 

According to the appraisal, Westwood is best known in the region for its Westwood Village development. Built in the 1920s, Westwood Village became a center for movie theater openings between 1920 and 1950. Westwood Village attracts tourists and visitors, with amenities such as the W Hotel, the Armand Hammer Museum of Art, the Geffen Playhouse, UCLA Performing Arts Center at Royce Hall, boutiques, galleries, cafés and restaurants. The Center West Property is located at the western edge of The Golden Mile, a two-mile stretch of luxury high-rise condominiums that runs from Westwood Village to the City of Beverly Hills. Westwood Marketplace, a retail center anchored by Whole Foods Market, is located approximately 0.4 miles northwest of the Center West Property. Nearby employers include UCLA, Oppenheimer, Jefferies & Co., Merrill Lynch, Kaufman & Broad, Tishman and Saban.

 

The Center West Property is located in the Westwood Class A office submarket within the Los Angeles Class A office market. According to a third party market research report, the Westwood Class A office submarket contains 28 buildings accounting for 6.0 million square feet of Class A office space. As of the third quarter of 2016, the Westwood Class A office submarket reported a 9.3% vacancy rate and an average asking rent of $53.28 per square foot compared to the overall Los Angeles Class A office market, which has a 13.6% vacancy rate and an average asking rent of $35.91 per square foot.

 

According to a third party market research report, the estimated 2016 population within a one-, three- and five-mile radius of the Center West Property is 47,485, 228,957 and 592,391, respectively. The annual projected growth rate over the next five years within the same radii is 0.98%, 0.85% and 0.79%, respectively. The estimated 2016 average household income within the same radii is $98,559, $121,864 and $114,835, respectively. Comparatively, the estimated 2016 average household income for Los Angeles County, the metropolitan statistical area and the state of California are $83,656, $89,083 and $90,633, respectively.

 

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

 

  26 

 

 

CENTER WEST

 

The following table presents certain information relating to comparable properties to the Center West Property:

 

Comparable Properties(1)

 

  Year Built Total GLA (SF) Direct Occupancy Overall Occupancy Asking Rent PSF
Center West 1985 349,298(2) 57.1%(2) 57.1%(2) $57.32(2)
Brentwood Submarket          
Wilshire Landmark II 1989 412,944 95.4% 91.1% $32.40 - $38.40
Wilshire Landmark I 1986 328,331 97.4% 96.1% $59.40 - $61.80
12100 Wilshire 1985 365,000 76.8% 74.4% $44.40
Wilshire Bundy Plaza 1984 310,000 88.0% 78.7% $35.40 - $42.00
Gateway LA 1986 147,815 95.6% 90.6% $36.00
Wilshire Brentwood Plaza 1985 235,808 94.9% 94.9% $33.00 - $36.00
Wells Fargo Center 1983 500,475 85.5% 83.6% $51.00 - $54.00
Brentwood Submarket Total/Wtd. Avg.   2,300,373 89.5% 86.2% $32.40 - $61.80
Westwood Tier 1 Submarket          
One Westwood 1987 201,923 86.3% 86.1% $36.00
The Tower 1988 221,396 85.7% 82.8% $51.60 - $54.00
Westwood Place 1987 194,844 88.5% 86.7% $33.60
Center West 1985 349,298(2) 57.1%(2) 57.1%(2) $57.32(2)
10900 Wilshire(3) 1981 237,147 44.3% 42.5% $55.20
Westwood Tier 1 Submarket Total/Wtd. Avg.(4)   855,310 75.0% 73.3% $33.60 - $55.20
Westwood Tier 2 Submarket          
UCLA Wilshire Building 1981 295,625 100.0% 100.0% NAV
AVCO Center 1972 142,000 96.1% 95.5% $48.00
Oppenheimer Tower 1970 581,384 83.7% 79.8% $54.00 - $57.00
10960 Wilshire 1971 590,558 85.1% 84.3% $57.00
Westwood Tier 2 Submarket Total/Wtd. Avg.   1,609,567 88.3% 86.5% $48.00 - $57.00
Westwood Village Submarket          
UCLA Westwood Center 1971 143,377 100.0% 100.0% NAV
Westwood Center 1965 332,163 92.3% 87.6% $42.00 - $54.00
Westwood Village Submarket Total/Wtd. Avg.   475,540 94.6% 91.3% $42.00 - $54.00
Southwest Westwood Submarket          
Westwood Gateway Phase I 1983 332,082 99.2% 98.2% $51.00
Westwood Gateway II (East) 1986 332,800 100.0% 100.0% NAV
Westwood Gateway II (North) 1988 264,997 96.6% 96.6% $48.00 - $54.00
Southwest Westwood Submarket Total/Wtd. Avg.   929,879 98.7% 98.4% $48.00 - $54.00
Market Total/Wtd. Avg.(4)   6,170,669 89.0% 86.7% $32.40 - $61.80

 

(1)Information obtained from the appraisal.
(2)Information obtained from the underwritten rent roll dated November 2, 2016.
(3)According to the appraisal, the 10900 Wilshire (Murdock Plaza) property and Center West property are better quality assets relative to the market. The 10900 Wilshire property, which is located three blocks west of the Center West property on Wilshire Boulevard, was previously owned and operated by the Center West borrower sponsor, Kambiz Hekmat, prior to its sale in 2014. Similar to the Center West property, its low occupancy is due in part to the borrower sponsor’s selectivity and preference for leasing to only the highest quality tenants. In addition, the 10900 Wilshire property is currently planning for an extensive renovation. Excluding the 10900 Wilshire property and Center West property, the Westwood Tier 1 Submarket and Market Wtd. Avg. Direct Occupancy are 86.8% and 90.8%, respectively. In 2014, the leasehold interest of the 10900 Wilshire property was sold to Tishman Speyer for $124.7 million with an implied cap rate of 2.9% on 2013 NOI, NCF, and occupancy of approximately $3.6 million, $2.7 million, and 54.0%, respectively. The purchase price of the 10900 Wilshire property of $124.7 million equates to a cost basis of approximately $526 per square foot compared to the Center West property’s loan basis of $229 per square foot.
(4)Submarket and Market Total/Wtd. Avg. excludes the Center West property.

 

The Borrower. The borrower is Center West, a California limited partnership 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 Center West Whole Loan. Kambiz Hekmat is the guarantor of certain nonrecourse carveouts under the Center West Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is Kambiz Hekmat, the CEO of Indivest, Inc. (“Indivest”), a boutique real estate development, investment and management company based in Westwood Village in Los Angeles. Founded in 1972, Indivest has become a premier developer of Westwood Village real estate. Current developments in Indivest’s portfolio include a 29-story luxury hotel or condominium tower and a six-story luxury residential hotel and retail building in Westwood Village.

 

Escrows. At origination, the borrower deposited into escrow $2,352,223 for outstanding tenant improvements and leasing commissions and free rent allowances related to four tenants. The requirement for the borrower to make monthly deposits to the tax and insurance escrows is waived so long as (i) no Cash Management Period (defined below) exists and (ii) (a) taxes for the Center West Property are paid in accordance with the loan documents and (b) the Center West Property is insured in accordance with the loan documents.

 

The requirement for the borrower to make deposits to the capital expenditures escrow is waived, provided that the lender may require the borrower to escrow funds monthly if a Cash Management Period exists or the Center West Property is not being

 

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

 

  27 

 

 

CENTER WEST

 

maintained in accordance with the loan documents and such failure is not corrected within 30 days of the lender’s notice. The borrower is required to escrow on a monthly basis $29,108 (which is equal to $1.00 per square foot annually) for tenant improvement and leasing commission obligations, provided, however, that the borrower will not be required to make such deposits to the TI/LC escrow until a Cash Management Period exists.

 

The borrower is required to escrow (i) on a monthly basis, 1/12 of the annual ground rent payments required under the ground lease agreement and (ii) within 10 business days following the commencement of a Cash Management Period, the borrower is required to escrow an amount equal to the annual ground rent payments estimated to be paid during the ensuing two months; provided however, the borrower will not be required to make such deposits for ground rent until (i) the lender receives notice that the borrower has failed to timely pay ground rent or (ii) a Cash Management Period exists.

 

During the continuance of a Material Tenant Trigger Event (defined below), on a monthly basis, the borrower is required to escrow all excess cash flow for tenant improvements and leasing commissions incurred in connection with a re-letting, extension or renewal of at least 75% of such material tenant space in accordance with such material tenant lease and the loan documents, and, in the case of a replacement lease, with a term of at least three years.

 

A “Cash Management Period” occurs upon (i) the occurrence of a material event of default until its cure (provided that the lender has not commenced a foreclosure proceeding); (ii) the debt service coverage ratio (“DSCR”) for the trailing six-month period falling below 1.20x until the DSCR for the trailing six-month period is at least 1.20x; (iii) the bankruptcy or insolvency of the borrower, guarantor or property manager; (iv) the occurrence of a Material Tenant Trigger Event until its cure; or (v) an indictment of fraud or misappropriation of funds by the borrower, guarantor or property manager or any director or officer of the borrower, guarantor or property manager until, if the indictment relates to the property manager, the borrower replaces the manager with a qualified manager that is not an affiliate of the borrower. There is no cure for a Cash Management Period caused by clause (iii) above and clause (v) above in relation to an indictment of fraud or misappropriation of funds by the borrower or guarantor, and no more than two Cash Management Periods may be cured through the term of the loan.

 

A “Material Tenant Trigger Event” occurs upon (i) a Material Tenant (defined below) giving notice of its intention to terminate, cancel, not extend or not renew its material tenant lease until such Material Tenant rescinds such notices or at least 75% of such material tenant space is re-let or extended or renewed in accordance with such material tenant lease and the loan documents, and in the case of a replacement lease, with a term of at least three years; (ii) a Material Tenant failing to re-let or extend or renew such material tenant lease on or prior to the date that is 12 months prior to the then applicable expiration date under such material tenant lease until at least 75% of such material tenant space is extended or renewed in accordance with such material tenant lease and the loan documents, and in the case of a replacement lease, with a term of at least three years; (iii) a Material Tenant failing to extend or renew such material tenant lease on or prior to the date that is required under such material tenant lease until at least 75% of such material tenant space is re-let or extended or renewed in accordance with such material tenant lease and the loan documents, and in the case of a replacement lease, with a term of at least three years; (iv) the occurrence of an event of default until its cure under the applicable lease; (v) a Material Tenant becoming insolvent or a debtor in a bankruptcy action until the affirmation of such material tenant lease in the applicable bankruptcy proceeding and the Material Tenant is actually paying all rents and other amounts due under its material tenant lease; (vi) the termination of a material tenant lease until at least 75% of such material tenant space is re-let or extended or renewed in accordance with such material tenant lease and the loan documents, and in the case of a replacement lease, with a term of at least three years; or (vii) a Material Tenant going dark, vacating, ceasing to occupy or conduct business at 25% or more of such material tenant space until such Material Tenant resumes continuous operations at such material tenant space for three consecutive calendar months or at least 75% of such material tenant space is re-let in accordance with the loan documents, in each case with a term of at least three years.

 

A “Material Tenant” is a tenant, together with its affiliates, that leases more than 20% of the net rentable area or pays base rent of more than 20% of the total in-place base rent at the Center West Property.

 

Lockbox and Cash Management. The Center West Whole Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Cash Management Period, the borrower is required to establish a lockbox account and instruct all tenants to deposit all rents and payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are (i) during a Cash Management Period, disbursed to a cash management account controlled by the lender, and (ii) in the absence of a Cash Management Period, swept daily to an account controlled by the borrower. During a Cash Management Period, all funds remaining in the cash management account after payment of debt service, required reserves and approved expenses are required to be (i) deposited into the Material Tenant Rollover account during the continuance of a Material Tenant Trigger Event, (ii) deposited into a lender-controlled cash sweep account during a Cash Sweep Period (defined below), or (iii) in the absence of a Cash Sweep Period, swept to an account controlled by the borrower. Provided no event of default has occurred and is then continuing after a Cash Sweep Period ends, funds in the cash sweep account are released to the borrower within 10 business days.

 

A “Cash Sweep Period” occurs upon (i) the occurrence of a material event of default until its cure (provided that the lender has not commenced a foreclosure proceeding); (ii) the DSCR for the trailing six-month period falling below 1.15x until the DSCR for the trailing six-month period is at least 1.15x; or (iii) the bankruptcy or insolvency of the borrower, guarantor or property manager. There is no cure for a Cash Sweep Period caused by clause (iii) above and no more than two Cash Sweep Periods may be cured through the term of the Center West Whole Loan.

 

Property Management. The Center West Property is managed by Indivest, Inc., an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Center West 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

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

CENTER WEST

 

by an affiliate of the transferee; and (iv) the lender has received confirmation from DBRS, Fitch and Moody’s that such transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM Series 2017-RB1 Certificates and similar ratings confirmations from each rating agency rating any securities backed by any Center West Companion Loans with respect to the ratings of such securities. Notwithstanding anything herein to the contrary, the lender will not unreasonably withhold its consent to a transfer of the Center West Property so long as (i) the ground lessor continues to be controlled by Kambiz Hekmat, (ii) the transferee is an affiliate of the ground lessor, and (iii) the Center West Property continues to be managed by a qualified manager.

 

Partial Prepayment. During the term of the loan, if the ground lessor and borrower are not controlled, directly or indirectly, by the same Hekmat Control Person (defined below) and the legal, beneficial and economic interest of the ground lessor and borrower are not majority owned, directly or indirectly, by the same Hekmat Control Person (an “Ownership Severance Event”), the borrower is required to prepay $20.0 million of the Center West Whole Loan amount within 10 business days of such Ownership Severance Event, together with (i) the applicable yield maintenance premium if such prepayment occurs prior to September 6, 2026 and (ii) interest on the amount prepaid for the full interest period during which the prepayment occurs if such prepayment is not on a monthly payment date.

 

A “Hekmat Control Person” means, individually or collectively, Kambiz Hekmat, Mahnaz Hekmat, their children or grandchildren or trusts for their benefit or the benefit of their children or grandchildren.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. The Center West Property is subject to a ground lease with an affiliate of the borrower, effective through December 23, 2085. On January 1 of each year during the term of the ground lease, the annual ground lease rent is adjusted to 105% of the prior year’s rent. In addition, every 10 years, the annual ground lease rent will be adjusted upwards to equal 12% of the fair market value of the ground leased land, as if unencumbered and unimproved, provided however, the annual ground lease rent will not be less than the then applicable current annual ground lease rent. The next such adjustment is on January 1, 2023. The current annual ground lease rent under the ground lease is $3,938,240, however, only an annual amount of $1,589,160 (the “Current Payable Annual Ground Rent”) will be due on a monthly basis during the term of the loan and therefore, the Current Payable Annual Ground Rent was underwritten by the lender. All annual ground rent in excess of the Current Payable Annual Ground Rent will be deferred and accrue interest and all previously deferred annual ground lease rent of approximately $6.4 million will continue to be deferred and accrue interest. Such deferrals of annual ground lease rent and accrued interest thereon are subordinate to the Center West Whole Loan and are only payable to the extent excess cash flow is available. Upon a foreclosure (or deed-in-lieu of foreclosure) or a monetary event of default (subject to cure rights) with respect to the borrower’s leasehold estate, any and all deferred rents and accrued interest thereon will be deemed eliminated, and total annual rent due under the ground lease will be $1,589,160 (i.e., no further annual increases of 5.0% or any future readjustment to 12% of fair market value every ten years). In addition, upon the occurrence of an Ownership Severance Event, any and all obligations to pay rents deferred and accrued prior to the Ownership Severance Event will be extinguished, and the rent readjustment occurring every 10 years will be revised to 9% of the fair market value of the ground leased land, as if unencumbered and unimproved.

 

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 Center West 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 twelve-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 11.0%.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

KOMO PLAZA

 

 

 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

KOMO PLAZA

 

 

 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

No. 4 – KOMO Plaza
 
Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/Moody’s): 

NR/NR/NR   Property Type: Mixed Use
Original Principal Balance(1): $32,500,000   Specific Property Type: Office/Data Center/Retail
Cut-off Date Balance(1): $32,500,000   Location: Seattle, WA
% of Initial Pool Balance: 5.1%   Size: 291,151 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $477.42
Borrower Name: GI TC Seattle LLC   Year Built/Renovated: 2000/2007
Borrower Sponsor: TechCore, LLC   Title Vesting: Fee
Mortgage Rate: 4.2993%   Property Manager: Hines Interests Limited Partnership
Note Date: December 20, 2016   4th Most Recent Occupancy (As of): 92.0% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 96.0% (12/31/2013)
Maturity Date: January 6, 2027   2nd Most Recent Occupancy (As of): 92.0% (12/31/2014)
IO Period: 120 months   Most Recent Occupancy (As of): 91.0% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 91.1% (9/30/2016)
Seasoning: 2 months    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $14,079,614 (12/31/2013)
Call Protection: L(26),D(90),O(4)   3rd Most Recent NOI (As of)(3): $15,534,334 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $14,450,665 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $14,886,268 (TTM 10/31/2016)
Additional Debt Type(1): Pari Passu      
         
      U/W Revenues: $22,049,734
      U/W Expenses: $6,350,267
      U/W NOI: $15,699,467
      U/W NCF: $14,983,440
Escrows and Reserves(2):     U/W NOI DSCR(1): 2.59x
      U/W NCF DSCR(1): 2.47x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 11.3%
Taxes $0 Springing NAP   U/W NCF Debt Yield(1): 10.8%
Insurance $0 Springing NAP   As-Is Appraised Value: $278,000,000
Replacement Reserves $0 Springing $117,491   As-Is Appraisal Valuation Date: October 26, 2016
TI/LC $0 Springing $1,982,657   Cut-off Date LTV Ratio(1): 50.0%
Verizon Reserve $2,500,000 $0 NAP   LTV Ratio at Maturity(1): 50.0%
             
                 
(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 KOMO Plaza Whole Loan.

(2)See “Escrows” section.

(3)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “KOMO Plaza Mortgage Loan”) is part of a whole loan (the “KOMO 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 Seattle, Washington (the “KOMO Plaza Property”). The KOMO Plaza Whole Loan was co-originated on December 20, 2016 by UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch”) and Morgan Stanley Bank, N.A. The KOMO Plaza Whole Loan had an original principal balance of $139,000,000, has an outstanding principal balance as of the Cut-off Date of $139,000,000 and accrues interest at an interest rate of 4.2993% per annum. The KOMO Plaza Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date, and requires interest-only payments through the term of the KOMO Plaza Whole Loan. The KOMO Plaza Whole Loan matures on January 6, 2027.

 

The KOMO Plaza Mortgage Loan is evidenced by the non-controlling Note A-1 and Note A-4, which had an aggregate original principal balance of $32,500,000, have an aggregate outstanding principal balance as of the Cut-off Date of $32,500,000 and will be contributed to the WFCM 2017-RB1 Trust. The controlling Note A-2 and the non-controlling Note A-3, with an aggregate original principal balance of $37,000,000, were contributed to the BBCMS 2017-C1 Trust; and the non-controlling Note A-5, with an original principal balance of $69,500,000, was contributed to the BACM 2017-BNK3 Trust. Each of the mortgage loans evidenced by Note A-2, Note A-3 and Note A-5 are referred to herein as the “KOMO Plaza Companion Loans”. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—KOMO Plaza Whole Loan” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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KOMO PLAZA

 

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $30,000,000   WFCM 2017-RB1 No
A-2 $20,000,000   BBCMS 2017-C1 Yes
A-3 $17,000,000   BBCMS 2017-C1 No
A-4 $2,500,000   WFCM 2017-RB1 No
A-5 $69,500,000   BACM 2017-BNK3 No
Total $139,000,000      

 

Following the lockout period, the borrower has the right to defease the KOMO Plaza Whole Loan in whole on any date before October 6, 2026. In addition, the KOMO Plaza Whole Loan is prepayable without penalty on or after October 6, 2026.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $139,000,000   49.7%   Purchase price $276,000,000   98.8%
Borrower sponsor’s new cash contribution 140,408,566   50.3   Reserves 2,500,000   0.9  
          Closing costs 908,566   0.3  
Total Sources $279,408,566   100.0%   Total Uses $279,408,566   100.0%

 

The Property. The KOMO Plaza Property is a 291,151 square foot mixed use facility containing Class A office and retail, data center and co-location and communications space located in the central business district of Seattle, Washington. The KOMO Plaza Property is located in the heart of Seattle adjacent to the Space Needle, Seattle Center and the Bill and Melinda Gates Foundation headquarters. The KOMO Plaza Property was built in 2000, renovated in 2007, and consists of two six-story buildings: the east building (191,232 square feet), which is 100.0% leased and the west building (99,919 square feet), which is approximately 74.1% leased. The KOMO Plaza Property consists of 120,925 square feet (41.5% of net rentable area) of office space, 93,115 square feet (32.0% of net rentable area) of data center and co-location space, 34,629 square feet (11.9% of net rentable area) of retail space, 30,692 square feet (10.5% of net rentable area) of communications space and 11,790 square feet (4.0% of net rentable area) of other space, including storage. Improvements include 525 parking spaces (1.80 spaces per 1,000 square feet) in a four-story subterranean parking garage. As of September 30, 2016, the KOMO Plaza Property was 91.1% leased by 38 tenants.

 

The KOMO Plaza Property offers diverse connectivity through the “Meet Me Room” with approximately 15 telecommunications and internet service providers, rooftop satellite and antenna facilities, as well as interconnection to other networks, including the Pacific Northwest Gigapop, and via one of four core switches for the Seattle Internet Exchange, a neutral and independent peering point and the fourth most active internet exchange in the United States. The KOMO Plaza Property has 14 megawatts of utility power, with nine generators providing 16.5 megawatts of backup power. It can support power densities of more than 150 watts per square foot. The KOMO Plaza Property also has close proximity to transpacific subsea cables for low latency service to Asia.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

KOMO PLAZA

 

 

The following table presents certain information relating to the tenancy at the KOMO 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) Lease
Expiration
Date
             
Major Tenants            
Internap Corporation NR/B3/B 35,609 12.2% $111.91 $3,985,098 24.8% 2/28/2019(3)
Sinclair Broadcast Group NR/Ba3/BB- 121,213 41.6% $32.67 $3,959,904 24.6% 12/31/2023(4)
TierPoint Seattle Holdings NR/B3/NR 29,793 10.2% $90.01 $2,681,656 16.7% 6/30/2023(5)
Amazon NR/Baa1/AA- 13,483 4.6% $90.68 $1,222,676 7.6% 12/31/2017
Verizon A-/Baa1/BBB+ 10,416 3.6% $61.64 $642,069 4.0% 1/31/2019(6)
Total Major Tenants 210,514 72.3% $59.34 $12,491,403 77.6%  
               
Non-Major Tenants(7) 54,731 18.8% $65.83 $3,602,722 22.4%  
               
Occupied Collateral Total 265,245 91.1% $60.68 $16,094,125 100.0%  
               
Vacant Space   25,906 8.9%        
               
Collateral Total 291,151 100.0%        
               

 

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

(2)The Annual U/W Base Rent includes contractual rent steps through January 31, 2018, totaling $631,911 of which $155,567 is associated with the Verizon lease. For a full description of the reserve associated with the Verizon lease, see “Escrows” section.

(3)Internap Corporation (“Internap”) has the right to terminate 2,353 square feet of its co-location space at any time upon six months’ prior written notice. Internap has one five-year renewal option remaining.

(4)Sinclair Broadcast Group (“Sinclair”) has a one-time right to terminate up to 20% of its contiguous areas, excluding the studio space on the fifth floor, on or before January 1, 2021, with at least 12 months’ notice and the payment of a termination fee approximately equal to the sum of (i) an amount equal to six months of the applicable base rent and (ii) the tenant’s pro rata share of operating expenses, water charges, room fees and all other charges and amounts due and owed under its lease. Sinclair also has the right to terminate up to $73,588 of Base Rent associated with Sinclair’s storage space at any time with at least 30 days’ notice. If the portion terminated is not separately demised, Sinclair is required to pay costs of demising, so that the landlord has separate rentable areas of storage space following Sinclair’s termination. Sinclair has three five-year renewal options.

(5)TierPoint Seattle Holdings has two five-year renewal options remaining.

(6)Verizon has one, five-year renewal option remaining.

(7)Includes Meet-Me-Room, which occupies 1,357 square feet of space at the KOMO Plaza Property, but does not have any Annual U/W Base Rent associated with its lease.

 

The following table presents certain information relating to the lease rollover schedule at the KOMO 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(3)
% of Total Annual U/W Base Rent(3) Annual
 U/W
Base Rent
 PSF(3)(4)
MTM 4 2,243 0.8% 2,243 0.8% $68,263 0.4% $30.43
2017 22 20,655 7.1% 22,898 7.9% $2,090,358 13.0% $101.20
2018 12 13,371 4.6% 36,269 12.5% $1,305,056 8.1% $97.60
2019 16 63,798 21.9% 100,067 34.4% $5,134,504 31.9% $80.48
2020 5 3,429 1.2% 103,496 35.5% $428,676 2.7% $125.01
2021 8 1,439 0.5% 104,935 36.0% $151,759 0.9% $105.46
2022 0 0 0.0% 104,935 36.0% $0 0.0% $0.00
2023 28 158,758 54.5% 263,693 90.6% $6,837,066 42.5% $43.07
2024 0 0 0.0% 263,693 90.6% $0 0.0% $0.00
2025 1 195 0.1% 263,888 90.6% $78,444 0.5% $402.28
2026 0 0 0.0% 263,888 90.6% $0 0.0% $0.00
2027 0 0 0.0% 263,888 90.6% $0 0.0% $0.00
Thereafter(5) 1 1,357 0.5% 265,245 91.1% $0 0.0% $0.00
Vacant 0 25,906 8.9% 291,151 100.0% $0 0.0% $0.00
Total/Weighted Average 97 291,151 100.0%     $16,094,125 100.0% $60.68

 

(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)The Annual U/W Base Rent includes contractual rent steps through January 31, 2018, totaling $631,911 of which $155,567 is associated with the Verizon lease. For a full description of the reserve associated with the Verizon lease, see “Escrows” section.

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

(5)Includes Meet-Me-Room, which occupies 1,357 square feet of space at the KOMO Plaza Property, but does not have any Annual U/W Base Rent associated with its lease.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

KOMO PLAZA

 

 

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

 

Historical Occupancy

 

12/31/2012(1)

12/31/2013(1) 

12/31/2014(1) 

12/31/2015(1)

9/30/2016(2)

92.0% 96.0% 92.0% 91.0% 91.1%

(1)Information obtained from the borrower.

(2)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

   2013  2014  2015  TTM
10/31/2016
  U/W  % of U/W
Effective
Gross
Income
  U/W $
per SF
 
Base Rent  $14,978,034   $16,143,463(1)  $15,119,777   $15,372,527   $16,094,125(2)   73.0%  $55.28   
Grossed Up Vacant Space   0    0    0    0    1,495,730    6.8    5.14   
Total Reimbursables   4,730,189    4,939,604    4,597,346    4,609,579    5,200,102    23.6    17.86   
Other Income   925,681    1,139,839    1,271,030    1,291,699    1,287,692    5.8    4.42   
Less Vacancy & Credit Loss   0    0    0    0    (2,027,916)(3)   (9.2)   (6.97)   
Effective Gross Income  $20,633,904   $22,222,906   $20,988,153   $21,273,805   $22,049,734    100.0%  $75.73   
                                      
Total Operating Expenses  $6,554,290   $6,688,572   $6,537,488   $6,387,537   $6,350,267    28.8%  $21.81   
                                      
Net Operating Income  $14,079,614   $15,534,334   $14,450,665   $14,886,268   $15,699,467    71.2%  $53.92   
TI/LC   0    0    0    0    657,796    3.0    2.26   
Capital Expenditures   0    0    0    0    58,230    0.3    0.20   
Net Cash Flow  $14,079,614   $15,534,334   $14,450,665   $14,886,268   $14,983,440    68.0%  $51.46   
                                      
NOI DSCR(4)   2.32x   2.56x   2.38x   2.46x   2.59x            
NCF DSCR(4)   2.32x   2.56x   2.38x   2.46x   2.47x            
NOI DY(4)   10.1%   11.2%   10.4%   10.7%   11.3%            
NCF DY(4)   10.1%   11.2%   10.4%   10.7%   10.8%            

 

(1)The 2014 Base Rent is higher than other historical periods primarily due to an approximate $1.2 million increase in Telecomm/Riser income caused by an increase in power consumption by the data center tenants.

(2)U/W Base Rent includes contractual rent steps through January 31, 2018, totaling $631,911 of which $155,567 is associated with the Verizon lease. For a full description of the reserve associated with the Verizon lease, see “Escrows” section.

(3)The underwritten economic vacancy is 8.9%. The KOMO Plaza Property was 91.1% occupied as of September 30, 2016.

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

 

Appraisal. As of the appraisal valuation date of October 26, 2016, the KOMO Plaza Property had an “as-is” appraised value of $278,000,000.

 

Environmental Matters. According to a Phase I environmental assessment dated December 8, 2016, there was no evidence of any recognized environmental conditions at the KOMO Plaza Property.

 

Market Overview and Competition. The KOMO Plaza Property is located in Seattle, King County, Washington, within the Seattle central business district. Situated on Elliott Bay, the eastern shoreline of Puget Sound, the Seattle central business district is the commercial and financial center of western Washington. The KOMO Plaza Property is located across from the Space Needle, at the cross section of South Lake Union, Belltown and Lower Queen Anne submarkets. The South Lake Union, Belltown and Lower Queen Anne submarkets are also the highest growth, lowest vacancy commercial submarkets in the Seattle central business district. Eight Fortune 500 companies are headquartered in Seattle including Costco, Amazon, Microsoft, Starbucks, Paccar, Nordstrom, Weyerhaeuser and Expeditors Int. In addition, several large technology companies own and occupy offices near the KOMO Plaza Property, including Amazon’s headquarters, Google and Facebook.

 

The Seattle Center, originally built for the 1962 World’s Fair, is a 74-acre park and arts and entertainment center. Its landmark feature is the Space Needle. Other attractions at the Seattle Center include Key Arena, home of the Seattle University Redhawks men’s basketball team and the Seattle Storm of the WNBA, the International Fountain, the Seattle Center Armory, the Center House Theater, home to Seattle Shakespeare Company and Book-It Repertory Theatre, the Children’s Museum, the EMP Museum, the Mural Amphitheater, the Pacific Science Center, the Boeing IMAX Theater, PACCAR IMAX Theater and the Seattle Laser Dome.

 

According to the appraisal, the KOMO Plaza Property is located in the Northwest data center market. Major cities and areas within the Northwest data center market include Seattle, Washington, Central Washington and Hillsboro, Oregon. According to a third party market research report, the Northwest data center market has a total inventory of approximately 3.7 million square feet (343 megawatts) with total commission vacancy of 485,500 square feet (53.15 megawatts), which represents a vacancy rate of approximately 13.0% as of 2016. Current rental rates for the Northwest data center market are $250 to $350 per kW (all in) for less than 250 kW of usage and $130 to $140 per kW (+E) for more than 250 kW of usage. The appraisal identified 11 directly competitive data center properties built between 1959 and 2012 ranging in size from approximately 18,000 to 1,000,000 square feet. Initial rents for the comparable data centers range from $18.00 to $32.00 per square foot.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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KOMO PLAZA

 

 

According to a third party market research report, the KOMO Plaza Property is located in the Queen Anne/Magnolia office and retail submarket of Downtown Seattle. As of the third quarter of 2016, the office submarket comprised approximately 1.8 million square feet of Class A office space with an overall vacancy rate of 1.5% and average asking Class A office rents of $32.60 per square foot gross. As of the third quarter of 2016, the retail submarket comprised approximately 2.2 million square feet of retail space with an overall vacancy rate of 1.7% and average asking retail rents of $25.94 per square foot.

 

According to a third party market research report, the estimated 2016 population within a one-, three- and five-mile radius of the KOMO Plaza Property is 45,438, 214,147 and 424,774, respectively and the estimated 2016 average household income within the same radii of the KOMO Plaza Property is $95,029, $99,997 and $104,723, respectively. Comparatively, the average household income for King County, the metropolitan statistical area, and the state of Washington are $105,450, $95,290 and $82,519, respectively.

 

The following table presents certain information relating to comparable office properties for the KOMO Plaza Property:

 

Comparable Office Leases(1)

 

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

2211 Elliott Avenue

Seattle, WA

1999 A 186,112 0.7 miles Haworth, Inc. 1Q 2016 / 61 mos. 3,366 $21.50 NNN

2025 1st Avenue

Seattle, WA

1988 A 194,687 0.7 miles Dernbach and Harris, PLLC 1Q 2016 / 66 mos. 1,172 $38.00 Modified

3131 Elliott Avenue

Seattle, WA

1986 A 189,220 0.5 miles

Twinstrand Biosciences, Inc.

Fox Commerce, Inc.

Sep 2016 / 60 mos.

Jun 2016 / 60 mos.

5,374

3,042

$32.00

$26.00

Modified

Modified

3101 Western Avenue

Seattle, WA

1984 A 187,074 0.4 miles Merrick, Hofstedt & Lindsey, P.S. Jul 2016 / 84 mos. 8,309 $29.00 Modified

2400 Third Avenue

Seattle, WA

2016 A 75,120 0.3 miles Antioch University 4Q 2015 / 180 mos. 50,825 $26.25 NNN

2401 Elliott Avenue

Seattle, WA

2016 A 75,120 0.5 miles Sound Community Bank 3Q 2015 / 144 mos. 17,322 $27.75 NNN

501 Fairview Avenue North

Seattle, WA

2016 A 291,000 1.0 miles Amazon.com 1Q 2016 / 192 mos. 286,000 $35.17 NNN

400 Fairview Avenue North

Seattle, WA

2015 A 345,452 0.9 miles Delta Dental 3Q 2016 / 144 mos. 62,000 $37.75 NNN

 

(1)Information obtained from the appraisal.

 

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

 

Comparable Retail Leases(1)

 

Property Name/Location Year Built Class Distance from Subject Tenant Name Lease
Date/Term
Lease Area (SF) Annual
Base
Rent
PSF
Lease Type

229 Queen Anne Avenue North

Seattle, WA

2004 A 0.5 miles Confidential 3Q 2016 / 120 mos. NAV $25.00 NNN

315 1st Avenue North

Seattle, WA

2015 A 0.5 miles Listings NAV / NAV 11,229 NAV NNN

2720 4th Avenue

Seattle, WA

2015 A <0.1 miles Breath Yoga 4Q 2015 / 60 mos. 2,377 $32.00 NNN

810 Dexter Avenue North

Seattle, WA

2015 A 0.8 miles Taco Shukis 2Q 2016 / 120 mos. 1,661 $25.00 NNN

325 9th Avenue North

Seattle, WA

2015 A 0.6 miles Hurry Curry of Tokyo 4Q 2015 / 120 mos. 3,282 $34.00 NNN

515 Westlake Avenue North

Seattle, WA

2015 A 0.8 miles HWC Merlake 2Q 2015 / 120 mos. 5,753 $33.80 NNN

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower is GI TC Seattle 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 KOMO Plaza Whole Loan. TechCore, LLC, a California limited liability company, is the nonrecourse carve-out guarantor of the KOMO Plaza Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is TechCore, LLC. TechCore, LLC is a core real estate fund capitalized by California Public Employees’ Retirement System (“CalPERS”) and GI Partners. CalPERS is the largest public pension fund in the United States. Its pension fund serves more than 1.8 million members in the CalPERS retirement system and administers benefits for more than 1.4 million members and their families in its health program. CalPERS’ total fund market value as of December 31, 2015 is approximately $288.9 billion. GI Partners is a leading alternative asset manager focused on real estate and private equity strategies. GI Partners currently manages over $12 billion in capital commitments across four discretionary real estate accounts and three private equity funds on behalf of recognized institutional investors across the globe. To date, GI Partners has acquired over $1 billion in technology advantaged real estate totaling over 3.5 million square feet.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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KOMO PLAZA

 

 

Escrows. The loan documents provide for upfront reserves in the amount of $2,500,000 (the “Verizon Funds”) with the title insurance company pursuant to an escrow agreement, which has been collaterally assigned to the lender, in connection with the potential extension of the existing lease with Verizon. Any of the Verizon Funds that are to be paid to the borrower pursuant to such escrow agreement will be deposited with the lender. If Verizon renews its lease within six months after the origination of the KOMO Plaza Whole Loan then the Verizon Funds will be disbursed as follows: (a) to the extent the borrower is required to pay Verizon or any other vendor any amount for tenant improvement allowances, leasing commissions or similar concessions that are due and payable at the time the lender receives the Verizon Funds, the amount of Verizon Funds necessary to pay such costs will be disbursed to Verizon or the applicable vendor to pay such costs, (b) to the extent borrower is obligated to expend the Verizon Funds to pay for tenant improvement allowances, leasing commissions or similar concessions, after such funds have been received by the lender, that portion of the Verizon Funds will be held by the lender and disbursed to the borrower to pay such costs as they are incurred and (c) any amount of the Verizon Funds that represent the difference between the rent under the Verizon lease that existed as of the date of origination of the KOMO Plaza Whole Loan and the rent that would be due pursuant to any executed Verizon extension calculated from the KOMO Plaza Whole Loan origination date through, but not including the date on which such extension is executed, so long as no Cash Sweep Period (as defined below) then exists, funds remaining in such reserve will be disbursed to the borrower, and if a Cash Sweep Period is continuing, deposited with the lender into the cash management account.

 

However, if Verizon does not renew its lease within six months after the KOMO Plaza Whole Loan origination date, (a) $77,784 of the Verizon Funds will be disbursed either, if no Cash Sweep Period is continuing, to the borrower, or if a Cash Sweep Period is continuing, into the cash management account, (b) $723,000 of the Verizon Funds will be disbursed into an account to be held by the lender to be used to pay for tenant improvement and leasing commissions applicable to the re-leasing of the space previously occupied by Verizon, (c) $246,315 of the Verizon Funds will be held by the lender and disbursed on a monthly basis in equal amounts of $12,964 either, if no Cash Sweep Period is continuing, to the borrower, or if a Cash Sweep Period is continuing, into the cash management account and (d) the balance of the Verizon Funds will be held by the lender and available to the borrower to pay for tenant improvement and leasing commissions at the KOMO Plaza Property but only to the extent that there are no other reserve funds being held by the lender that are available to pay such costs.

 

The loan documents do not require monthly escrows for taxes so long as (i) if CalPERS is the borrower sponsor, no Triggering Event Period (as defined below) or Cash Sweep Period (as defined below) has occurred and is continuing or (ii) if CalPERS is not the borrower sponsor (a) no Triggering Event Period or Cash Sweep Period has occurred and is continuing and (b) the borrower provides proof of payment of such taxes to the lender within five business days of such request from the lender.

 

The loan documents do not require monthly escrows for insurance so long as (i) if CalPERS is the borrower sponsor, the KOMO Plaza Property is insured under one or more blanket insurance policies in accordance with the loan documents as part of the master policy of CalPERS or (ii) if CalPERS is not the borrower sponsor (a) either (x) no Triggering Event Period or Cash Sweep Period has occurred and is continuing or (y) the KOMO Plaza Property is insured under one or more blanket insurance policies in accordance with the loan documents and (b) the borrower provides the lender with evidence that all insurance premiums have been paid within five business days of such request from the lender.

 

The loan documents do not require monthly escrows for replacement reserves or tenant improvements and leasing commissions so long as no Triggering Event Period or Cash Sweep Period exists. Following the occurrence and during the continuance of a Triggering Event Period or Cash Sweep Period, the borrower is required to deposit $4,895 per month (approximately $0.20 per square foot annually) for replacement reserves. The reserve is subject to a cap of $117,491 (approximately $0.40 per square foot). Following the occurrence and during the continuance of a Triggering Event Period or Cash Sweep Period, the borrower is required to deposit $55,074 per month (approximately $2.27 per square foot annually) for tenant improvements and leasing commissions. The reserve is subject to a cap of $1,982,657 (approximately $6.81 per square foot).

 

The requirement for the borrower to deposit all excess cash flow into the specified tenant sweep reserve is waived so long as no Cash Sweep Period exists solely due to the continuance of a Specified Tenant Sweep Event (as defined below). Following the occurrence and during the continuance of a Cash Sweep Period that exists solely due to the continuance of a Specified Tenant Sweep Event, the borrower is required to deposit all excess cash flow into the specified tenant sweep reserve. The reserve is subject to a cap of $40.00 per square foot multiplied by the total square footage demised to the applicable Specified Tenant (as defined below) that caused the Specified Tenant Sweep Event.

 

The borrower is required to deposit any termination fees to the extent they are in excess of $750,000 (if CalPERS is the borrower sponsor) or $500,000 (if CalPERS is not the borrower sponsor) and any termination fees received during the continuance of a Cash Sweep Period or an event of default that are in any case in excess of $40 per square foot of terminated space into the cash flow shortfall reserve. Funds in the cash flow shortfall reserve are available for tenant improvements and leasing commissions and in some circumstances as set forth in the loan documents, to pay for operating cash shortfalls (including, monthly debt service payments, deposits into reserves, operating expenses, and other expenses approved by the lender).

 

The requirement for the borrower to deposit excess cash flow generated by the KOMO Plaza Property for the immediately preceding interest period into the flexible excess cash flow reserve is waived so long as no Cash Sweep Period exists due solely to the debt yield as calculated in the loan documents based on the most recent three-month period annualized is less than 6.75% (a “Low Debt Yield Sweep Period”) solely because of the exclusion of rents from the debt yield calculation from tenants that are not open for business or are not in actual physical occupancy of their demised space. Following the occurrence and during the continuance of a Cash Sweep Period that exists solely due to the reason in the immediately preceding sentence, the borrower is required to deposit excess cash flow generated by the KOMO Plaza Property for the immediately preceding interest period into the flexible excess cash flow reserve. Funds in the flexible excess cash flow reserve are available for tenant improvements and leasing commissions and in

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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KOMO PLAZA

 

 

some circumstances as set forth in the loan documents, to pay for operating cash shortfalls (including, monthly debt service payments, deposits into reserves, operating expenses, and other expenses approved by the lender).

 

A “Cash Sweep Period” means the occurrence of (i) an event of default; (ii) any bankruptcy or insolvency proceeding of the borrower or the related guarantor; (iii) a Low Debt Yield Sweep Period; or (iv) a Specified Tenant Sweep Event. A Cash Sweep Period will end, with respect to clause (i), upon the cure of such event of default; with respect to clause (ii), upon the bankruptcy or insolvency proceeding being discharged, stayed or dismissed; with respect to clause (iii), when the debt yield based on the most recent three-month period annualized is at least 7.00% for two consecutive quarters; or with respect to clause (iv), upon the cure of such Specified Tenant Sweep Event.

 

A “Specified Tenant Sweep Event” means the occurrence of (i) the Specified Tenant’s lease terminating or no longer being in full force or effect; (ii) any bankruptcy or insolvency proceeding of the Specified Tenant; or (iii) the Specified Tenant failing to give notice of its intent to renew or extend its lease. In the case of each of the foregoing clauses (i) through (iii), the borrower can prevent the occurrence of a Specified Tenant Sweep Event by depositing with the lender, $40.00 per square foot of space demised to the Specified Tenant that caused the Specified Tenant Sweep Event, within the time period set forth in the loan documents. A Specified Tenant Sweep Event will end, with respect to clause (i), when the Specified Tenant rescinds in writing any notification of termination, cancellation or surrender of its lease; with respect to clause (ii), when the Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings; or with respect to clause (iii), the lender receives evidence that (a) the Specified Tenant has extended or renewed its lease and (b) such renewal or extension was exercised by such Specified Tenant without imposing on the borrower any additional landlord obligations, including leasing commissions and tenant improvements.

 

A “Specified Tenant” means (i) any non-data center lease (other than Sinclair) together with its affiliates, which leases space comprising 25.0% or more of the total in-place base rent at the KOMO Plaza Property; (ii) any data center lease (other than Sinclair) together with its affiliates, which leases space comprising 35.0% or more of the total in-place base rent at the KOMO Plaza Property; and (iii) any lease with Sinclair together with its affiliates, which leases space comprising 27.5% or more of the total in-place base rent at the KOMO Plaza Property.

 

Lockbox and Cash Management. Upon the occurrence of a Triggering Event Period (as defined below) or a Cash Sweep Period the borrower is required to (i) establish a lockbox account and (ii) send tenant direction letters to each tenant then occupying space at the KOMO Plaza property, instructing them to deposit all rents and payments into the lockbox account controlled by the lender. During the continuance of a Triggering Event Period that is not a Cash Sweep Period, all funds in the lockbox account will be transferred to or at the direction of the borrower unless a Cash Sweep Period exists, in which case all funds in the lockbox account are swept on each business day to a segregated cash management account under the control of the lender where it will be applied through the waterfall set forth in the loan documents, with all excess cash being retained by the lender and held as additional collateral for the KOMO Plaza Whole Loan (until all Cash Sweep Periods are cured pursuant to the loan documents, at which time such excess cash is returned to the borrower).

 

A “Triggering Event Period” means the occurrence of the NOI debt yield, as calculated in the loan documents based on the most recent three-month period annualized, being less than 7.5%. A Triggering Event Period will end when the debt yield based on the most recent three-month period annualized is at least 7.5% for two consecutive quarters.

 

Property Management. The KOMO Plaza Property is managed by Hines Interests Limited Partnership, a Delaware limited partnership.

 

Assumption. The borrower is permitted to transfer the KOMO 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 (other than a proposed transferee that is qualified equityholder (as defined in the KOMO Plaza Whole Loan documents) or CalPERS (or 20% owned and controlled by either of the foregoing)) 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 DBRS, Fitch and Moody’s that such transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM Series 2017-RB1 Certificates and similar ratings confirmations from each rating agency rating any securities backed by any KOMO Plaza Companion Loans with respect to the ratings of such securities.

 

Right of First Refusal. Sinclair’s lease provides that it has a right of first refusal (“ROFR”) to purchase the KOMO Plaza Property if a bona fide offer is received that the borrower is otherwise willing to accept, which such ROFR may have been extinguished by its terms in connection with the sale to the borrower. But, to the extent the ROFR has not been extinguished, it would not be extinguished by foreclosure; however, pursuant to a Subordination, Non-Disturbance and Attornment Agreement among the lender, the borrower and the tenant, the ROFR does not apply to foreclosure or deed in lieu thereof.

 

Partial Release. Not Permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The KOMO Plaza 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 KOMO Plaza

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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KOMO PLAZA

 

 

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, 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.

 

“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 KOMO Plaza Property on a stand-alone basis.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 6.0%.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

Santa Rosa Office Portfolio 

 

 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

Santa Rosa Office Portfolio 

 

 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

No. 5 – Santa Rosa Office Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Portfolio
Credit Assessment
(DBRS/Fitch/Moody’s):
NR/NR/NR   Property Type: Office
Original Principal Balance: $31,900,000   Specific Property Type: Suburban
Cut-off Date Balance: $31,900,000   Location: Santa Rosa, CA
% of Initial Pool Balance: 5.0%   Size: 337,082 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $94.64
Borrower Name: SR Stony Point De LLC   Year Built/Renovated: Various – See Table
Borrower Sponsor: Matthew T. White   Title Vesting: Fee
Mortgage Rate: 4.590%   Property Manager: Self-managed
Note Date: January 31, 2017   4th Most Recent Occupancy (As of): 76.5% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 82.1% (12/31/2013)
Maturity Date: February 11, 2027   2nd Most Recent Occupancy (As of): 82.1% (12/31/2014)
IO Period: 36 months   Most Recent Occupancy (As of): 86.9% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 86.4% (1/1/2017)
Seasoning: 1 month    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $2,967,124 (12/31/2013)
Call Protection: L(25),D(90),O(5)   3rd Most Recent NOI (As of): $2,942,443 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $3,097,343 (12/31/2015)
Additional Debt: None   Most Recent NOI (As of): $2,827,936 (12/31/2016)
Additional Debt Type: NAP    
      U/W Revenues: $6,343,231
      U/W Expenses: $3,033,656
      U/W NOI: $3,309,575
          U/W NCF: $2,819,710
Escrows and Reserves(1):         U/W NOI DSCR: 1.69x
          U/W NCF DSCR: 1.44x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 10.4%
Taxes $42,316 $42,316 NAP   U/W NCF Debt Yield: 8.8%
Insurance $0 Springing NAP   As-Is Appraised Value: $46,200,000
Replacement Reserve $1,000,000 Springing NAP   As-Is Appraisal Valuation Date: January 3, 2017
TI/LC Reserve $1,100,000 $42,697 $1,000,000   Cut-off Date LTV Ratio: 69.0%
Kaiser and Pacific Union Lease Reserve $600,000 $0 NAP   LTV Ratio at Maturity: 60.6%
             

 

(1)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Santa Rosa Office Portfolio Mortgage Loan”) is evidenced by a promissory note secured by a first mortgage encumbering the fee interest in four suburban office properties located in Santa Rosa, California (the “Santa Rosa Office Portfolio Properties”). The Santa Rosa Office Portfolio Mortgage Loan was originated on January 31, 2017 by Wells Fargo Bank, National Association. The Santa Rosa Office Portfolio Mortgage Loan had an original principal balance of $31,900,000, has an outstanding principal balance as of the Cut-off Date of $31,900,000 and accrues interest at an interest rate of 4.590% per annum. The Santa Rosa Office Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only for the first 36 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. The Santa Rosa Office Portfolio Mortgage Loan matures on February 11, 2027.

 

Following the lockout period, the borrower has the right to defease the Santa Rosa Office Portfolio Mortgage Loan in whole or in part (see “Partial Release” section), on any payment date before October 11, 2026. In addition, the Santa Rosa Office Portfolio Mortgage Loan is prepayable without penalty on or after October 11, 2026.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

Santa Rosa Office Portfolio 

 

Sources and Uses

 

Sources         Uses      
Original loan amount $31,900,000   67.5%   Purchase price $43,900,000   92.9%
Borrower Sponsor’s new cash contribution 15,350,000   32.5      Reserves 2,742,316   5.8   
    Closing costs 607,684   1.3   
Total Sources $47,250,000   100.0%   Total Uses 47,250,000   100.0%

 

The Properties. The Santa Rosa Office Portfolio Properties consist of four office properties comprised of 7 separate buildings located in Santa Rosa, California, approximately 54.6 miles north of San Francisco. Constructed from 1981 to 2000, the Santa Rosa Office Portfolio Properties total 337,082 square feet and are leased to 55 tenants across a diverse spectrum of industries, including legal, insurance, financial services, healthcare, real estate services, and media, with no one tenant representing more than 5.6% of net rentable area or 6.9% of annual in-place underwritten base rent. Tenants comprising approximately 32.7% of net rentable area have been in occupancy for over 10 years, and tenants comprising approximately 53.8% of net rentable area have been in occupancy for over 5 years. Additionally, The Santa Rosa Office Portfolio Properties have benefited from significant leasing momentum with approximately 206,668 square feet (61.3% of net rentable area) having signed a new or renewal lease since 2015. Effective gross income for the Santa Rosa Office Portfolio Properties has increased year-over-year from $2,725,988 in 2013 to $3,122,281 in 2016, representing a compound annual growth rate of 3.5%.

 

The Santa Rosa Office Portfolio Properties range in size from 19,328 square feet to 198,931 square feet and are comprised 7 separate one and two-story buildings. The Santa Rosa Office Portfolio Properties contain 1,071 surface parking spaces, accounting for a parking ratio of 3.2 spaces per 1,000 square feet of rentable area and are located within 3.7 miles of one another on the east and north sides of downtown Santa Rosa. The 100-120 Stony Point Road and 70 Stony Point Road properties are located adjacent to one another, providing for a class A campus-like environment with walkable retail services and restaurants surrounding a lake and park area. The 100-120 Stony Point Road property was subject to a prior loan modification, which did not occur under ownership of the current sponsor. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus. The 131 Stony Circle property is located directly across Stony Point Road and comprises two separate adjacent buildings. The 3333 Mendocino Avenue property is further north, located along Mendocino Avenue and Bicentennial Way, sharing the intersection with the Kaiser Permanente Santa Rosa Medical Center (a 173-bed acute care hospital serving approximately 160,000 members) and a retail center anchored by an approximately 95,092 square foot Home Depot.

 

The largest tenants include Sutter Care at Home (5.5% of net rentable area and 6.9% of underwritten base rent; rated AA-/Aa3/AA- by Fitch/Moody’s/S&P), one of the region’s largest not-for-profit, community-based home care providers serving 24 counties throughout Northern California and Burr Pilger Mayer (5.2% of net rentable area and 6.3% of underwritten base rent), one of the largest California-based accounting and consulting firms, ranking in the top 50 in the country. As of January 1, 2017, the Santa Rosa Office Portfolio Properties were 86.4% occupied by 55 tenants.

 

The following table presents certain information relating to the Santa Rosa Office 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
100-120 Stony Point Road $19,000,000 59.6% 85.5% 1990/NAP 198,931 $27,750,000 68.5%
131 Stony Circle $5,995,000 18.8% 87.5% 1986/NAP 80,812 $9,000,000 66.6%
3333 Mendocino Avenue $4,610,000 14.5% 88.7% 1981/NAP 38,011 $6,150,000 75.0%
70 Stony Point Road $2,295,000 7.2% 86.4% 2000/NAP 19,328 $3,300,000 69.5%
Total/Weighted Average $31,900,000 100.0% 86.4%   337,082 $46,200,000 69.0%

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Santa Rosa Office Portfolio 

 

The following table presents certain information relating to the tenancies at the Santa Rosa Office Portfolio Properties:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/
Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W
Base Rent
PSF(2)
Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Lease
Expiration
Date
             
Major Tenants            
Sutter Care at Home AA-/Aa3/AA-  18,532 5.5%  $23.44  $434,482 6.9% 3/31/2020
Burr Pilger Mayer NR/NR/NR  17,676 5.2%  $22.20  $392,407 6.3% 1/31/2020(3)
Sutter West Bay AA-/Aa3/AA-  18,754 5.6%  $20.68  $387,763 6.2% 9/30/2024
National Instruments NR/NR/NR  16,147 4.8%  $20.54  $331,676 5.3% 2/28/2021
Flowmaster NR/NR/NR  14,984(4) 4.4%  $20.68(4)  $309,871(4) 5.0% 1/31/2018
Total Major Tenants 86,093 25.5% $21.56 $1,856,200 29.7%  
             
Non-Major Tenants 205,261 60.9% $21.45 $4,403,520 70.3%  
               
Occupied Collateral Total   291,354 86.4% $21.48 $6,259,720 100.0%  
               
Vacant Space   45,728 13.6%        
               
Collateral Total 337,082 100.0%        
               

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through January 2018 totaling $169,675.
(3)Burr Pilger Mayer has two one-time rights to terminate its lease effective January 31, 2018 and January 31, 2019, each with 180 days’ notice and payment of a termination fee equal to the sum of (i) either $98,102 (3 months’ rent) if terminating on January 31, 2018 or $33,584 (1 months’ rent) if terminating on January 31, 2019 plus the (ii) landlord’s unamortized TI/LC costs.
(4)Flowmaster leases 12,133 square feet with an Annual U/W Base Rent of $20.80 per square foot and 2,851 square feet with an Annual U/W Base Rent of $20.16 per square foot.

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% 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
2017 12 34,035 10.1% 34,035 10.1% $742,456 11.9% $21.81
2018 16 55,068 16.3% 89,103 26.4% $1,113,896 17.8% $20.23
2019 5 13,896 4.1% 102,999 30.6% $324,148 5.2% $23.33
2020 14 104,224 30.9% 207,223 61.5% $2,233,846 35.7% $21.43
2021 8 42,682 12.7% 249,905 74.1% $957,392 15.3% $22.43
2022 5 22,695 6.7% 272,600 80.9% $500,218 8.0% $22.04
2023 0 0 0.0% 272,600 80.9% $0 0.0% $0.00
2024 1 18,754 5.6% 291,354 86.4% $387,763 6.2% $20.68
2025 0 0 0.0% 291,354 86.4% $0 0.0% $0.00
2026 0 0 0.0% 291,354 86.4% $0 0.0% $0.00
2027 0 0 0.0% 291,354 86.4% $0 0.0% $0.00
Thereafter 0 0 0.0% 291,354 86.4% $0 0.0% $0.00
Vacant 0 45,728 13.6% 337,082 100.0% $0 0.0% $0.00
Total/Weighted Average 61(4) 337,082 100.0%     $6,259,720 100.0% $21.48

 

(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)The Santa Rosa Office Portfolio Properties are occupied by 55 tenants subject to 61 leases.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Santa Rosa Office Portfolio 

 

The following table presents historical occupancy percentages at the Santa Rosa Office Portfolio Properties:

 

Historical Occupancy

 

12/31/2012(1)

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

1/1/2017(2)

76.5% 82.1% 82.1% 86.9% 86.4%
  
(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 Santa Rosa Office Portfolio Properties:

 

Cash Flow Analysis

 

    2013   2014   2015   2016(1)   U/W(1)   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent   $5,695,180   $5,667,695   $5,947,351   $5,882,339   $6,259,720(2)   98.7%   $18.57  
Grossed Up Vacant Space   0   0   0   0   998,878   15.7   2.96  
Less Free Rent   (74,173)   (73,664)   (186,608)   (112,742)   0   0.0   0.00  
Total Reimbursables   52,799   148,490   174,610   161,915   64,806   1.0   0.19  
Other Income   19,307   21,641   21,663   18,704   18,704   0.3   0.06  
Less Vacancy & Credit Loss  

0

 

0

 

0

 

0

 

(998,878)(3)

 

(15.7)

 

(2.96)

 
Effective Gross Income   $5,693,112   $5,764,161   $5,957,017   $5,950,217   $6,343,231   100.0%   $18.82  
                               
Total Operating Expenses   $2,725,988   $2,821,718   $2,859,674   $3,122,281   $3,033,656   47.8%   $9.00  
                               
Net Operating Income   $2,967,124   $2,942,443   $3,097,343   $2,827,936   $3,309,575   52.2%   $9.82  
TI/LC   0   0   0   0   314,694   5.0   0.93  
Capital Expenditures  

0

 

0

 

0

 

0

 

175,171

 

2.8

 

0.52

 
Net Cash Flow   $2,967,124   $2,942,443   $3,097,343   $2,827,936   $2,819,710   44.5%   $8.37  
                               
NOI DSCR   1.51x   1.50x   1.58x   1.44x   1.69x          
NCF DSCR   1.51x   1.50x   1.58x   1.44x   1.44x          
NOI DY   9.3%   9.2%   9.7%   8.9%   10.4%          
NCF DY   9.3%   9.2%   9.7%   8.9%   8.8%          

 

(1)The increase in Base Rent, Effective Gross Income and Net Operating Income from 2016 to U/W was a result of approximately 206,668 square feet (61.3% of net rentable area) having signed a new or renewal lease since 2015.
(2)U/W Base Rent includes contractual rent steps through January 2018 totaling $169,675.
(3)The underwritten economic vacancy is 13.8%. The Santa Rosa Office Portfolio Properties were 86.4% physically occupied as of January 1, 2017.

 

Appraisal. As of the appraisal valuation date of January 3, 2017, the Santa Rosa Office Portfolio Properties had an aggregate “as-is” appraised value of $46,200,000.

 

Environmental Matters. According to the Phase I environmental site assessments dated August 23, 2016 through August 25, 2016, there was no evidence of any recognized environmental conditions at the Santa Rosa Office Portfolio Properties.

 

Market Overview and Competition. Santa Rosa is located along Highway 101 in the heart of Sonoma County, approximately 54.6 miles north of San Francisco, California. Historically, Santa Rosa has been a center for agriculture, industry, and shipping. Today, the city is a hub for local industries, including winemaking, healthcare, engineering, biotechnology, financial services, education and tourism. In recent years, it has been a center for innovation of tech start-ups and medical firms. According to the appraisal, the city acts as the main medical service area for all cities in Sonoma County and has the only Level II Trauma Center (Santa Rosa Memorial Hospital) that serves the Coastal Valley region that includes Sonoma, Napa, Mendocino and Lake Counties. The Sonoma-Marin Area Rail Transit (“SMART”), an approximately $690.0 million light passenger rail development, will add to the draw and accessibility of Santa Rosa. SMART, which is currently under construction and expected to be completed in late spring of 2017, will span approximately 70.0 miles from Cloverdale, California in the north, through Santa Rosa to Larkspur, California. Currently, more than 75.0% of commuters in the North Bay area travel either within or between Sonoma and Marin counties to get to work. A third-party business publication ranked Santa Rosa as one of the top cities in the United States in 2016 for “Best Places for Business and Careers”, rated 10th in Job Growth and 71st in Education. As of 2016, the estimated population and average household income for Santa Rosa was 502,400 and $70,688, respectively. The unemployment rate in the North Bay region declined 50 basis points to 3.5% during the fourth quarter of 2016, and positioned the North Bay job market as one of the healthiest in the greater Bay Area.

 

The Santa Rosa office market provides tenants a lower-cost competitive alternative to other submarkets of the North Bay area, while offering ease of access and proximity to San Francisco. According to a third party market research report, the Santa Rosa Office Portfolio Properties are located within the Santa Rosa submarket. As of the fourth quarter of 2016, the submarket reported a total inventory of 902 office buildings totaling approximately 9.2 million square feet with a 5.3% vacancy rate and average asking rents of $19.40 per square foot, full service gross. Over the same period, net absoprtions totaled 282,000 square feet while the average asking rents in the Santa Rosa submarket were approximately 38.1% below Marin County office asking rates and approximately 65.8% below San Francisco office asking rates.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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Santa Rosa Office Portfolio 

 

The following table presents certain information relating to comparable office leases for the Santa Rosa Office Portfolio Properties:

 

Comparable Leases(1)

 

Property Name/

Location

Year Built/ Renovated Stories Total GLA (SF) Total Occupancy Distance from Subject(2)

Tenant

Name

Lease Date/Term Lease Area (SF) Annual Base Rent PSF Lease Type

141 Stony Point Circle

Santa Rosa, CA

1988/NAP 2 65,783 79% 3.6 miles Univision

December 2016 /

2.1 Yrs

1,221 $22.32 FSG

141 Stony Point Circle

Santa Rosa, CA

1988/NAP 2 65,783 79% 3.6 miles First Bank

September 2016 /

1.5 Yrs

2,193 $19.80 FSG

420 Aviation Blvd

Santa Rosa, CA

1995/NAP 1 29,500 100% 7.1 miles William M. Andrew

June 2016 /

3.0 Yrs

3,000 $21.00 FSG

3562 Round Barn Circle

Santa Rosa, CA

2008/NAP 3 63,292 95% 4.4 miles Santa Rosa Capitol Holdings

February 2016 /

5.0 Yrs

11,956 $26.40 FSG

2455 Bennett Valley Road

Santa Rosa, CA

1981/NAP 3 91,929 80% 3.7 miles Simon & Boitano CPA

August 2015 /

4.1 Yrs

2,046 $19.80 FSG

2455 Bennett Valley Road

Santa Rosa, CA

1981/NAP 3 91,929 80% 3.7 miles Andrews & Larson

March 2015 /

3.2 Yrs

722 $21.00 FSG

 

(1)Information obtained from the appraisal.
(2)Represents the greater of the distances of each comparable property from the Santa Rosa Office Portfolio Properties.

 

The Borrower. The borrower is SR Stony Point De 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 Santa Rosa Office Portfolio Mortgage Loan. Matthew T. White and the Matthew White Family Trust (the “Santa Rosa Office Portfolio Guarantor”) are collectively guarantor of certain nonrecourse carveouts under the Santa Rosa Office Portfolio Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor is Matthew T. White. Matthew T. White is the CEO of Basin Street Properties, one of northern California’s and northern Nevada’s prominent developers, investors and managers of commercial properties founded over 40 years ago. Basin Street Properties has a portfolio of more than 4.0 million square foot of office, light-industrial, retail, multifamily and hospitality properties in the North Bay, Sacramento area and Reno, Nevada, and more than 2.0 million square feet in the North Bay area alone. Affiliates of the sponsor were involved in two prior mortgage defaults. See “Description of the Mortgage Pool – Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for upfront escrows at closing in the amount of $42,316 for real estate taxes, $1,000,000 for replacement reserves, $1,100,000 for general tenant improvements and leasing commissions (“TI/LCs”) and $600,000 for potential TI/LCs associated for the Kaiser and Pacific Union leased spaces.

 

The loan documents provide for ongoing monthly escrows of $42,316 for taxes, $14,045 for replacement reserves (should reserve funds fall below $300,000, not subject to a cap) and $42,697 for TI/LCs (should reserve funds fall below $600,000, subject to a cap of $1,000,000). The loan documents do not require ongoing monthly escrows for insurance premiums as long as (i) no event of default has occurred and is continuing, (ii) the borrower provides the lender with evidence that the Santa Rosa Office Portfolio Properties is insured via an acceptable blanket insurance policy and such policy is in full force and effect and (iii) the borrower provides the lender with evidence of renewal of the insurance policies and timely proof of payment of insurance premiums.

 

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

 

A “Cash Trap Event Period” will commence upon any of the following: (i) the occurrence and continuance of an event of default or (ii) the amortizing debt service coverage ratio falling below 1.15x (tested quarterly). A Cash Trap Event Period will be cured, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the amortizing debt service coverage ratio being greater than 1.15x for two consecutive calendar quarters.

 

Property Management. The Santa Rosa Office Portfolio Properties are managed by an affiliate of the borrower.

 

Assumption. The borrower has the two-time right to transfer the Santa Rosa Office 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 Santa Rosa Office 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 DBRS, Fitch and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 Certificates.

 

Partial Release. Following the lockout period, the borrower is permitted to partially release any of the Santa Rosa Office Portfolio Properties, subject to certain conditions including (a) no event of default has occurred and is continuing and (b) partial defeasance of the greater of (i) 120% of the released property’s allocated loan balance; (ii) an amount which would result in the loan-to-value ratio with respect to the remaining properties being no greater than the lesser of a 70.0% loan-to-value ratio and the loan-to-value ratio immediately prior to the release; (iii) an amount which would result in the amortizing debt service coverage ratio with respect to the

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

Santa Rosa Office Portfolio 

 

remaining properties being no less than the greater of 1.40x and the debt service coverage ratio immediately prior to the release; and (iv) an amount which would result in the net cash flow debt yield with respect to the remaining properties being no less than the greater of 8.7% 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 Santa Rosa Office Portfolio Properties. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic reports indicated a probable maximum loss of 11% to 12% for each of the Santa Rosa Office Portfolio Properties.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

IPCC TEXAS SELF STORAGE PORTFOLIO

 

 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

IPCC TEXAS SELF STORAGE PORTFOLIO

 

 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

No. 6 – IPCC Texas Self Storage Portfolio
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Portfolio

Credit Assessment

(DBRS/Fitch/ Moody’s):

NR/NR/NR   Property Type: Self Storage
Original Principal Balance: $31,500,000   Specific Property Type: Self Storage
Cut-off Date Balance: $31,500,000   Location: Various – See Table
% of Initial Pool Balance: 4.9%   Size: 685,835 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $45.93
Borrower Name: Self-Storage Portfolio IV DST   Year Built/Renovated: Various – See Table
Borrower Sponsor: Inland Private Capital Corporation   Title Vesting: Fee
Mortgage Rate: 4.930%   Property Manager(2): Metro Storage LLC
Note Date: March 1, 2017   4th Most Recent Occupancy(4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 79.0% (12/31/2014)
Maturity Date: March 6, 2027   2nd Most Recent Occupancy (As of): 84.4% (12/31/2015)
IO Period: 60 months   Most Recent Occupancy (As of): 80.6% (12/31/2016)
Loan Term (Original): 120 months   Current Occupancy (As of): 79.4% (1/31/2017)
Seasoning: None    
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(4): NAV
Call Protection: L(24),GRTR 1% or YM(92),O(4)   3rd Most Recent NOI (As of): $2,525,417 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of)(5): $2,883,768 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of)(5):   $3,228,987 (12/31/2016)
Additional Debt Type(1): Future Unsecured    
      U/W Revenues: $5,166,920
      U/W Expenses: $1,840,770
      U/W NOI: $3,326,150
      U/W NCF: $3,251,280
      U/W NOI DSCR: 1.65x
Escrows and Reserves(1):         U/W NCF DSCR: 1.62x
          U/W NOI Debt Yield: 10.6%
Type: Initial Monthly Cap (If Any)   U/W NCF Debt Yield: 10.3%
Taxes $0 Springing NAP   As-Is Appraised Value: $54,500,000
Insurance $0 Springing NAP   As-Is Appraisal Valuation Date: 10/28/2016
Replacement Reserves $70,000 Springing $350,000   Cut-off Date LTV Ratio: 57.8%
Deferred Maintenance $2,500 $0 NAP   LTV Ratio at Maturity: 53.3%
             
               

(1)See “Addition Unsecured Subordinate Indebtedness” Section.
(2)See “Escrows” section.
(3)See “Property Management” section.
(4)See “Historical Occupancy” section and “Cash Flow Analysis” section. Historical occupancy and cash flow information prior to 2014 was not available for the IPCC Texas Self Storage Portfolio Properties due to acquisition financing.
(5)See “Cash Flow Analysis” section. The increase from 2nd Most Recent NOI to Most Recent NOI is primarily attributable to a 440 unit expansion of the Tradewinds, Paramount and Lubbock properties over 2015 and 2016.

 

The Mortgage Loan. The mortgage loan (the “IPCC Texas Self Storage Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by first mortgages encumbering a portfolio of nine self storage properties located in Texas (the “IPCC Texas Self Storage Portfolio Properties”). The IPCC Texas Self Storage Portfolio Mortgage Loan was originated on March 1, 2017 by Barclays Bank PLC. The IPCC Texas Self Storage Portfolio Mortgage Loan had an original principal balance of $31,500,000, has an outstanding principal balance as of the Cut-off Date of $31,500,000 and accrues interest at an interest rate of 4.930% per annum. The IPCC Texas Self Storage 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 interest-only payments during the first 60 payment periods, followed by payments of principal and interest based on a 30-year amortization schedule. The IPCC Texas Self Storage Portfolio Mortgage Loan matures on March 6, 2027.

 

Following the lockout period, the borrower has the right to voluntarily prepay the IPCC Texas Self Storage Portfolio Mortgage Loan in whole or in part (see “Partial Release” section), on any day before December 6, 2026 provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the then outstanding principal balance. In addition, the IPCC Texas Self Storage Portfolio Mortgage Loan is prepayable without penalty on or after December 6, 2026.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

IPCC TEXAS SELF STORAGE PORTFOLIO

 

Sources and Uses

 

Sources         Uses      
Original loan amount $31,500,000   59.7%   Purchase price $52,350,000   99.2%
Borrower sponsor’s new cash 21,253,662   40.3   Closing costs 331,162   0.6
contribution(1)         Reserves 72,500   0.1
Total Sources $52,753,662   100.0%   Total Uses $52,753,662   100.0%

 

(1)Borrower equity was funded in part by a $10,380,000 unsecured corporate loan made by Barclays Bank PLC to Inland Private Capital Corporation, the borrower sponsor, which is guaranteed by its parent company, Inland Real Estate Investment Corporation, and matures September 6, 2017. The corporate unsecured loan is not to the borrower and is neither secured by nor dependent upon income from the IPCC Self Storage Portfolio Properties.

 

The Properties. The IPCC Texas Self Storage Portfolio Mortgage Loan is secured by the fee interest in a portfolio of nine self-storage properties totaling 685,835 rentable square feet or 4,979 units (including 40 parking/RV spaces and 18 office spaces) located in three cities in Texas: Amarillo (7 properties), Plainview (1 property) and Lubbock (1 property). Approximately 1,263 units are climate controlled (approximately 25.4% of total units) and 3,658 units (approximately 73.5% of total units) are non-climate controlled. Three of the properties recently expanded between March 2015 and September 2016, adding 440 new units to the portfolio. The IPCC Texas Self Storage Portfolio Properties feature gated entrances, 24-hour video surveillance, steel roll-up doors, paved drives and on-site management offices. Approximately 2.0% of the underwritten gross rent is derived from 18 office spaces, 15 of which are located at the AA 45th – Amarillo, TX property. The IPCC Texas Self Storage Portfolio Properties range in size from 53,625 square feet to 103,240 square feet. As of January 31, 2017, the IPCC Texas Self Storage Portfolio Properties were 79.4% occupied.

 

The following table presents certain information relating to the IPCC Texas Self Storage Portfolio Properties:

 

Property Name – Location Allocated Cut-off Date Balance % of Portfolio Cut-off Date Balance Physical Occupancy Year
Built/ Renovated
Units Net Rentable Area (SF) Appraised Value Allocated LTV
Coulter – Amarillo, TX  $5,350,000 17.0% 83.0% 2007/NAP 692 102,382 $8,230,000 65.0%
Lubbock – Lubbock, TX  $4,350,000 13.8% 71.0% 1997/2015 684 77,311 $7,850,000 55.4%
Paramount – Amarillo, TX  $3,700,000 11.7% 86.5% 1997/NAP 524 65,039 $6,190,000 59.8%
Tradewinds – Amarillo, TX  $3,600,000 11.4% 72.0% 2005/2016 668 103,240 $6,080,000 59.2%
AA 45th – Amarillo, TX  $3,350,000 10.6% 75.2% 1986/NAP 514 93,625 $6,590,000 50.8%
Quail Creek – Amarillo, TX  $3,100,000 9.8% 82.4% 2008/NAP 455 62,300 $5,720,000 54.2%
West 34th – Amarillo, TX  $3,000,000 9.5% 83.2% 1993/NAP 523 60,778 $5,110,000 58.7%
Bell Street – Amarillo, TX  $2,650,000 8.4% 85.2% 2003/NAP 440 53,625 $4,710,000 56.3%
Plainview – Plainview, TX  $2,400,000 7.6% 82.9% 1996/NAP 479 67,535 $4,020,000 59.7%
Total/Weighted Average $31,500,000 100.0% 79.4%   4,979 685,835 $54,500,000 57.8%

 

The following table presents historical occupancy percentages at the IPCC Texas Self Storage Portfolio Properties:

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(2)

12/31/2015(2)(3)

12/31/2016(2)(3)

1/31/2017(2)

NAV 79.0% 84.4% 80.6% 79.4%

 

(1)Historical occupancy and cash flow information prior to 2014 was not available for the IPCC Texas Self Storage Portfolio Properties due to acquisition financing.
(2)Information obtained from the borrower and represents average occupancy for each respective period.
(3)The decrease in occupancy from 2015 to 2016 is mainly due to the Tradewinds – Amarillo, TX property expanding from 457 units as of May 2016 to 668 units in June through September 2016. The influx of newly added units caused in-place occupancy at the property to drop to approximately 65.1% at the Tradewinds – Amarillo, TX property. Average occupancy at the Tradewinds – Amarillo, TX property was approximately 85.8% for January 2014 through May 2016 prior to the expansion. Excluding the newly added units, the Tradewinds – Amarillo, TX 2016 occupancy would have been 91.6%.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 the underwritten net cash flow at the IPCC Texas Self Storage Portfolio Properties:

 

Cash Flow Analysis

 

   
2014
  2015   2016   U/W   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent   $4,159,584   $4,544,968   $4,860,820   $5,074,984(1)   98.2%   $7.40  
Grossed Up Vacant Space   0   0   0   1,483,164   28.7   2.16  
Other Income   257,503   291,571   306,100   306,100   5.9   0.45  
Less Vacancy & Credit Loss  

0

 

0

 

0

 

(1,697,328)(2)

 

(32.8)

 

(2.47)

 
Effective Gross Income   $4,417,087   $4,836,539   $5,166,920   $5,166,920   100.0%   $7.53  
                           
Total Operating Expenses   $1,891,670   $1,952,771   $1,937,933   $1,840,770   35.6%   $2.68  
                           
Net Operating Income   $2,525,417   $2,883,768(3)   $3,228,987(3)   $3,326,150   64.4%   $4.85  
Capital Expenditures  

0

 

0

 

0

 

74,870

 

1.4

 

0.11

 
Net Cash Flow   $2,525,417   $2,883,768   $3,228,987   $3,251,280   62.9%   $4.74  
                           
NOI DSCR   1.25x   1.43x   1.60x   1.65x          
NCF DSCR   1.25x   1.43x   1.60x   1.62x          
NOI DY   8.0%   9.2%   10.3%   10.6%          
NCF DY   8.0%   9.2%   10.3%   10.3%          

 

(1)Approximately $101,373 of U/W Base Rent is attributable to 18 commercial tenants.
(2)The underwritten economic vacancy is 24.7%. As of January 31, 2017, the IPCC Texas Self Storage Portfolio Properties were 79.4% physically occupied.
(3)The increase from 2015 to 2016 net operating income is primarily attributable to a 440 unit expansion of Tradewinds, Paramount and Lubbock properties over 2015 and 2016.

 

Appraisal. As of the appraisal valuation date October 28, 2016, the IPCC Texas Self Storage Portfolio Properties had an aggregate “as-is” appraised value of $54,500,000.

 

Environmental Matters. According to Phase I environmental assessments dated September 12, 2016 through September 28, 2016, there was no evidence of any recognized environmental conditions at the IPCC Texas Self Storage Portfolio Properties.

 

Market Overview and Competition. Seven of the IPCC Texas Self Storage Portfolio Properties (the “Amarillo Properties”), representing approximately 78.6% of the Allocated Cut-off Date Balance, are located in Amarillo, Texas. According to the appraisal, the largest employers in Amarillo include Tysons Foods Inc., CNS Pantex and Baptist St. Anthony’s Health Systems. The unemployment rate of Amarillo is the lowest in the state of Texas at 2.9% coinciding with current year-over-year growth rate of hourly pay being three times the nation’s average. The comparable Southwest Region market vacancy rate for self-storage properties as of Q3 2016 is approximately 89.9%. The Lubbock – Lubbock, TX property, representing approximately 13.8% of the Allocated Cut-off Date Balance, is located in the Lubbock, Texas market. Lubbock, Texas is home to Texas Tech University and is categorized by below-average living and business costs. The Plainview - Plainview, TX property, representing approximately 7.6% of the Allocated Cut-off Date Balance, is located in the Plainview, Texas market. Plainview, Texas is situated between Amarillo and Lubbock along Interstate 27.

 

The Borrower. The borrower is Self-Storage Portfolio IV DST (“the IPCC Self Storage Portfolio Borrower”), a Delaware Statutory Trust (“DST”) that is a single-purpose bankruptcy-remote entity. Upon the occurrence of a Springing LLC Event (as defined below), the IPCC Self Storage Portfolio Borrower must convert from a DST to a Delaware Limited Liability Company (“LLC”). The IPCC Self Storage Portfolio Borrower has master leased the IPCC Self Storage Portfolio Properties to a master lessee affiliated with the borrower sponsor. The master lessee is structured as a special purpose entity. The master lessee’s interest in the master lease and all rents are assigned to the lender. The borrower sponsor has a 100% ownership interest in the master lessee. The master lease is subordinate to the IPCC Self Storage Portfolio Mortgage Loan. There is no income underwritten from the master lease as the IPCC Self Storage Portfolio was underwritten to the underlying property income. There is one independent director for the borrowing entity and one independent director for the master lessee. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the IPCC Self Storage Portfolio Mortgage Loan. See “Description of the Mortgage Pool—Delaware Statutory Trusts” in the Preliminary Prospectus.

 

A “Springing LLC Event” will commence upon the earlier of (i) any event of default with respect to which the IPCC Self Storage Portfolio Borrower does not deliver within 10 business days a reasoned opinion of tax counsel acceptable to lender that (a) the IPCC Self Storage Portfolio Borrower is able to remedy such event of default without effectuating a conversion or (b) effectuating a conversion would not reasonably be expected to improve the ability of the IPCC Self Storage Portfolio Borrower to remedy the event of default, (ii) 30 days prior to maturity if lender does not have reasonable evidence that the loan will be repaid or (iii) the IPCC Self Storage Portfolio Borrower deems it prudent to effectuate such conversion.

 

The Borrower Sponsor. The borrower sponsor and nonrecourse carve-out guarantor is Inland Private Capital Corporation (“IPCC”). IPCC is part of Inland Real Estate Group of Companies, Inc., a fully-integrated group of legally and financially independent real estate companies engaged in property management, leasing, marketing, acquisition, disposition, development, redevelopment, renovation, construction, finance and other related services for over 40 years. As of December 31, 2015, IPCC sponsored 182 private placement programs comprising 451 properties, totaling over 26.0 million square feet and more than 6,800 residential units with an aggregate offering price in excess of $5.3 million. IPCC is involved in ongoing litigation related to other real estate

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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investment programs. 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 $2,500 for deferred maintenance. The loan documents do not require monthly escrows for real estate taxes provided the following conditions are met: (i) no event of default has occurred and is continuing and (ii) the amortizing debt service coverage ratio for the trailing 12-month period is greater than or equal to 1.15x at the end of any calendar month. The loan documents do not require monthly escrows for insurance provided the following conditions are met: (i) no event of default has occurred and is continuing; (ii) the amortizing debt service coverage ratio for the trailing 12-month period is greater than or equal to 1.15x at the end of any calendar month, (iii) the IPCC Texas Self Storage Portfolio Properties are insured via an acceptable blanket insurance policy; and (iv) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums. The loan documents do not require monthly reserves for replacement reserves provided the following conditions are met: (i) no event of default has occurred and is continuing, (ii) borrower has deposited into the replacement reserve account cash or posted a letter of credit in an amount equal to $70,000 and (iii) borrower has provided lender with satisfactory evidence of payment of replacements in an amount equal to or greater than $0.10 per square foot per annum.

 

The master lease agreement provide for upfront reserves to be held in a trust reserve, not collateral for the loan, in the amount of $1,338,639 for replacement reserves to be used for capital expenditures for the IPCC Texas Self Storage Portfolio Properties over the loan term.

 

Lockbox and Cash Management. Within five business days following the occurrence of a Triggering Event (as defined below), the borrower will be required to establish a lender-controlled lockbox account and direct all tenants to deposit all rents directly into such lockbox account. Additionally, all revenues and other monies received by the borrower, master tenant or property manager relating to the IPCC Texas Self Storage Portfolio Properties will be deposited into the lockbox account no later than three business days after receipt. Upon the occurrence and during the continuance of a Triggering Event, all excess funds on deposit in the lockbox account are swept to a lender-controlled subaccount on each business day.

 

A “Triggering Event” will commence upon the earlier of (i) the occurrence and continuance of an event of default; and (ii) the amortizing debt service coverage ratio for the trailing 12-month period falling below 1.20x at the end of any calendar quarter. A Triggering Event will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the amortizing debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters.

 

Property Management. The IPCC Texas Self Storage Portfolio Properties are managed by Metro Storage LLC, a privately-owned, fully-integrated, international self-storage operating company specializing in the development, construction, acquisition and management of self-storage facilities in the United States and Brazil. Metro Storage LLC has over $1.0 billion of assets under management and is the fourth largest private self-storage company in the United States and the tenth largest among private and public self-storage companies. Additionally, Metro Storage LLC has a 2.0% beneficial ownership interest in the IPCC Self Storage Portfolio Borrower.

 

Assumption. The borrower has the right to transfer the IPCC Texas Self Storage Portfolio Properties in whole, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from DBRS, Fitch and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 Certificates.

 

Partial Release. Following the lockout period, the borrower is permitted to partially release any constituent properties in connection with a partial defeasance, subject to certain conditions including (i) no event of default has occurred and is continuing; (ii) release price of 120% of the released property’s allocated cut-off date balance; (iii) the loan-to-value with respect to the remaining properties will be no greater than 57.8%; (iv) the amortizing debt service coverage ratio with respect to the remaining properties will be no less than the greater of 1.55x and the debt service coverage ratio immediately prior to the release; (v) the NOI debt yield with respect to the remaining properties will be no less than 10.1% and (v) the lender receives rating agency confirmation from DBRS, Fitch and Moody’s that the release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 Certificates.

 

Real Estate Substitution. Not Permitted.

 

Subordinate and Mezzanine Indebtedness. Not Permitted.

 

Additional Unsecured Subordinate Indebtedness. Provided no event of default has occurred and is continuing, the borrower may obtain unsecured loans from the guarantor provided that the proceeds of such loans are required to be used solely to pay the monthly debt service payment amount, capital expenditures (as approved by the lender), extraordinary expenses, maintenance expenses, re-tenanting of the property and actual operating expenses as a result of insufficient reserves held by the borrower or as a result of insufficient rents being paid. The subordinate debt must at all times be, (i) unsecured, (ii) subordinate in all respects to the IPCC Texas Self Storage Portfolio Mortgage Loan pursuant to a subordination and standstill agreement, which is required to be executed and delivered by the guarantor prior to providing the subordinate debt, (iii) without a maturity date and (iv) evidenced by a

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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IPCC TEXAS SELF STORAGE PORTFOLIO

 

promissory note with terms and conditions otherwise acceptable to the lender. Under no circumstances may the subordinate debt be used to make distributions to any beneficial owners of the borrower.

 

Ground Lease. None.

 

Condominium. One of the IPCC Texas Self Storage Portfolio Property is subject to a condominium regime. The Paramount – Amarillo, TX Property consists of a two-unit condominium; one unit is owned by the borrower as collateral for the IPCC Texas Self Storage Portfolio Whole Loan. The remaining unit is not owned by the IPCC Texas Self Storage Portfolio borrower, utilized as office space and is not collateral for the IPCC Texas Self Storage Portfolio Whole Loan. The IPCC Texas Self-Storage Portfolio Property comprises approximately a 50.0% interest in the condominium regime. See “Description of the Mortgage Pool — Mortgage Pool Characteristics — Condominium Interest” in the Preliminary Prospectus.

 

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 IPCC Texas Self Storage Portfolio Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

(GRAPHIC) 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

(GRAPHIC) 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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. 7 – ExchangeRight Net Leased Portfolio 15
 
Loan Information   Property Information
Mortgage Loan Seller: Société Générale   Single Asset/Portfolio: Portfolio
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type(3): Various
Original Principal Balance: $31,200,000   Specific Property Type(3): Various
Cut-off Date Balance: $31,200,000   Location(3): Various
% of Initial Pool Balance: 4.9%   Size: 218,276 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per Unit: $142.94
Borrower Name(1): ExchangeRight Net Leased Portfolio 15 DST   Year Built/Renovated(3): Various
Borrower Sponsors: ExchangeRight Real Estate, LLC; David Fisher; Joshua Ungerecht; Warren Thomas   Title Vesting: Fee
Mortgage Rate: 4.379%   Property Manager: Self-managed
Note Date: March 2, 2017   4th Most Recent Occupancy(4): NAV
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy(4): NAV
Maturity Date: April 1, 2027   2nd Most Recent Occupancy(4): NAV
IO Period: 121 months   Most Recent Occupancy 4): NAV
Loan Term (Original): 121 months   Current Occupancy (As of)(4): 100.0% (3/1/2017)
Seasoning: 0 months      
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon    
Interest Accrual Method: Actual/360   4th Most Recent NOI(5): NAV
Call Protection: L(24),D(93),O(4)   3rd Most Recent NOI (5): NAV
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(5): NAV
Additional Debt: None   Most Recent NOI(5): NAV
Additional Debt Type: NAP      
      U/W Revenues: $3,440,805
      U/W Expenses: $458,133
      U/W NOI: $2,982,672
          U/W NCF: $2,890,150
Escrows and Reserves(2):         U/W NOI DSCR: 2.15x
          U/W NCF DSCR: 2.09x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 9.6%
Taxes $93,589 $51,358 NAP   U/W NCF Debt Yield: 9.3%
Insurance $10,347 $2,587 NAP   As-Is Appraised Value(6): $52,025,000
Replacement Reserves $344,598 $2,040 NAP   As-Is Appraisal Valuation Date(6): Various
TI/LC Reserve $500,000 Springing NAP   Cut-off Date LTV Ratio: 60.0%
Osteopathic Hospital Rollover Reserve $0 Springing NAP   LTV Ratio at Maturity : 60.0%
             

 

(1)See “The Borrower” section.
(2)See “Escrows” section.
(3)See “The Properties” section.
(4)See “Historical Occupancy” section.
(5)See “Cash Flow Analysis” section. The ExchangeRight Net Leased Portfolio Properties were acquired by the borrower sponsors between August 2016 and March 2017. The sellers of the ExchangeRight Net Leased Portfolio Properties did not provide historical operating statements to the borrower.
(6)See “Appraisal” section. Each of the ExchangeRight Net Leased Portfolio Properties was valued individually. The appraisals are dated from November 2, 2016 to February 15, 2017.

 

The Mortgage Loan. The mortgage loan (the “ExchangeRight Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering 16 cross-collateralized, single-tenant properties (14 retail and two medical offices) located in Alabama, Georgia, Illinois, Indiana, Louisiana, Missouri, and Texas (the “ExchangeRight Net Leased Portfolio Properties”). The ExchangeRight Mortgage Loan was originated on March 2, 2017 by Société Générale. The ExchangeRight Mortgage Loan had an original principal balance of $31,200,000, has an outstanding principal balance as of the Cut-off Date of $31,200,000 and accrues interest at an interest rate of 4.379% per annum. The ExchangeRight Mortgage Loan had an initial term of 121 months, has a remaining term of 121 months as of the Cut-off Date and requires payments of interest only through the loan term. The ExchangeRight Mortgage Loan matures on April 1, 2027.

 

Following the lockout period, the borrower has the right to defease the ExchangeRight Mortgage Loan in whole, but not in part, on any date before January 1, 2027. In addition, the ExchangeRight Mortgage Loan is prepayable without penalty on or after January 1, 2027.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

Sources and Uses

 

Sources         Uses      
Original loan amount $31,200,000   58.5%   Purchase Price $51,542,845   96.7%
Borrower sponsor’s new cash contribution 22,113,583   41.5    Reserves 948,534   1.8  
          Closing costs 822,204   1.5  
Total Sources $53,313,583   100.0%   Total Uses $53,313,583   100.0%

 

The Properties. The ExchangeRight Net Leased Portfolio Properties comprise 16 cross-collateralized, single-tenant properties (14 retail and two medical offices) totaling 218,276 square feet located in Alabama (one property), Georgia (two properties), Illinois (three properties), Indiana (two properties), Louisiana (four properties), Missouri (three properties) and Texas (one property). Built between 1941 and 2016, the ExchangeRight Net Leased Portfolio Properties range in size from 6,831 square feet to 55,000 square feet. The borrower sponsors (as defined below) acquired the ExchangeRight Net Leased Portfolio Properties between August 2016 and March 2017 for a combined purchase price of approximately $51.5 million. As of March 1, 2017, the ExchangeRight Net Leased Portfolio Properties were 100.0% occupied.

 

The ExchangeRight Net Leased Portfolio Properties include nationally recognized credit-tenants, such as Walgreens (rated BBB/Baa2/BBB by Fitch/Moody’s/S&P), CVS Pharmacy (rated Baa1/BBB+ by Moody’s/S&P), Dollar General (rated Baa2/BBB by Moody’s/S&P), Advance Auto Parts (rated Baa2/BBB- by Moody’s/S&P), Family Dollar (rated Ba2/BB+ by Moody’s/S&P), and Fresenius Medical Care (rated BBB-/Ba1/BBB- by Fitch/Moody’s/S&P). Credit rated tenants occupy 13 of the 16 properties, representing 65.5% of underwritten base rent (leases are directly with rated entities or are guaranteed by such entities), while investment grade-rated tenants occupy 11 of the 16 properties representing 55.9% of the underwritten base rent. Leases representing approximately 89.3% of the net rentable area and 85.8% of the underwritten base rent expire after the ExchangeRight Mortgage Loan maturity date. No individual property within the ExchangeRight Net Leased Portfolio Properties accounts for more than 13.1% of the underwritten base rent. The largest property, Hobby Lobby – Brunswick, GA comprises approximately 55,000 square feet (25.2% of the total net rentable area) and $418,000 of the underwritten base rent (12.8% of underwritten base rent). Other than Hobby Lobby – Brunswick, GA, no individual property accounts for more than 9.6% of the net rentable area.

 

The following table presents certain information relating to the ExchangeRight Net Leased Portfolio Properties:

 

Property Information(1)

 

Property Name City, State Allocated
Cut-off Date
Balance
% of
Portfolio
Cut-off Date
Balance
Occupancy Year Built /
Renovated
Net
Rentable
Area (SF)
Appraised
Value
Hobby Lobby Brunswick, Georgia $4,184,321 13.4% 100.0% 2016/NAP 55,000 $6,950,000
Goodwill Skokie, Illinois $3,982,472 12.8% 100.0% 2016/NAP 20,850 $6,600,000
CVS Pharmacy Bolingbrook, Illinois $3,517,142 11.3% 100.0% 2005/NAP 13,013 $5,900,000
Walgreens Independence, Missouri $2,951,507 9.5% 100.0% 2001/NAP 15,120 $4,900,000
Indianapolis Osteopathic Hospital, Inc Indianapolis, Indiana $2,725,314 8.7% 100.0% 1986/2013 15,109 $4,650,000
Walgreens Arlington, Texas $2,596,538 8.3% 100.0% 1997/2016 13,905 $4,300,000
Fresenius Medical Care St. Louis, Missouri $2,243,479 7.2% 100.0% 1941/2006 7,500 $3,700,000
Advance Auto Parts Mokena, Illinois $1,361,043 4.4% 100.0% 2012/NAP 6,831 $2,300,000
Advance Auto Parts Norcross, Georgia $1,262,105 4.0% 100.0% 2005/NAP 7,000 $2,100,000
Dollar General Gadsden, Alabama $1,099,828 3.5% 100.0% 2016/NAP 10,542 $1,800,000
Dollar General Saint Amant, Louisiana $1,006,821 3.2% 100.0% 2015/NAP 9,026 $1,700,000
Dollar General Hammond, Louisiana $983,880 3.2% 100.0% 2013/NAP 9,026 $1,650,000
Dollar General Baton Rouge, Louisiana $907,534 2.9% 100.0% 2014/NAP 9,026 $1,500,000
Dollar General Sugar Creek, Missouri $832,735 2.7% 100.0% 1950/2016 8,908 $1,375,000
Dollar General Goshen, Indiana $828,032 2.7% 100.0% 2016/NAP 9,100 $1,400,000
Family Dollar Baton Rouge, Louisiana $717,249 2.3% 100.0% 2016/NAP 8,320 $1,200,000
Total/Weighted Average   $31,200,000 100.0% 100.0%   218,276 $52,025,000
  
(1)The ExchangeRight Net Leased Portfolio Properties comprise 16 single-tenant properties (14 retail and two medical offices).

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

The following table presents certain information relating to the tenancy at the ExchangeRight Net Leased Portfolio Properties:

 

Major Tenants(1)

 

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

Annual

U/W Base
Rent

% of Total
Annual U/W
Base Rent

Lease
Expiration
Date

           
Major Tenants          
Dollar General NR/Baa2/BBB 55,628 25.5% $11.22 $624,240 19.1% Various(3)
Walgreens BBB/Baa2/BBB 29,025 13.3% $19.82 $575,195 17.6% Various(4)
Goodwill NR/NR/NR 20,850 9.6% $20.50 $427,425 13.1% 10/27/2031(5)
Hobby Lobby NR/NR/NR 55,000 25.2% $7.60 $418,000 12.8% 8/31/2031(6)
CVS Pharmacy NR/Baa1/BBB+ 13,013 6.0% $27.00 $351,351 10.7% 1/31/2030(7)
Indianapolis Osteopathic Hospital, Inc NR/NR/NR 15,109 6.9% $18.85 $284,805 8.7% 7/15/2029(8)
Advance Auto Parts NR/Baa2/BBB- 13,831 6.3% $20.27 $280,324 8.6% Various(9)
Fresenius Medical Care BBB-/Ba1/BBB- 7,500 3.4% $30.87 $231,525 7.1% 5/25/2026(10)
Family Dollar NR/Ba2/BB+ 8,320 3.8% $9.61 $79,941 2.4% 6/30/2031(11)
Occupied Collateral Total 218,276 100.0% $14.99 $3,272,806 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total   218,276 100.0%        
               

 

(1)Tenants are not required to report sales information.
(2)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.
(3)Dollar General is a tenant at six of the ExchangeRight Net Leased Portfolio Properties and leases (i) 10,542 square feet at the Dollar General – Gadsden, AL property under a lease that expires on March 31, 2031 and has four, 5-year lease renewal options; (ii) 9,100 square feet at the Dollar General – Goshen, IN property under a lease that expires on December 31, 2031 and has five, 5-year lease renewal options; (iii) 9,026 square feet at the Dollar General – Hammond, LA property under a lease that expires on June 30, 2028 and has three, 5-year lease renewal options; (iv) 9,026 square feet at the Dollar General – Saint Amant, LA property under a lease that expires on April 30, 2030 and has three, 5-year lease renewal options; (v) 9,026 square feet at the Dollar General – Baton Rouge, LA property under a lease that expires on February 28, 2029 and has three, 5-year lease renewal options and (vi) 8,908 square feet at the Dollar General – Sugar Greek, MO property under a lease that expires on March 31, 2026 and has four, 5-year lease renewal options.
(4)Walgreens is a tenant at two of the ExchangeRight Net Leased Portfolio Properties and leases (i) 15,120 square feet at the Walgreens – Independence, MO property under a lease that expires on July 31, 2028 and has eight, 5-year lease renewal options.; and (ii) 13,905 square feet at the Walgreens – Arlington, TX property under a lease that expires on August 31, 2027 and has eight, 5-year lease renewal options.
(5)Goodwill has three, 5-year lease renewal options.
(6)Hobby Lobby has four, 5-year lease renewal options.
(7)CVS Pharmacy has six, 5-year lease renewal options.
(8)Indianapolis Osteopathic Hospital, Inc has two, 5-year lease renewal options.
(9)Advance Auto Parts is a tenant at two of the ExchangeRight Net Leased Portfolio Properties and leases (i) 7,000 square feet at the Advance Auto Parts – Norcross, GA property under a lease that expires on December 31, 2026 and has four, 5-year lease renewal options; and (ii) 6,831 square feet at the Advance Auto Parts – Mokena, IL property under a lease that expires on September 20, 2027 and has three, 5-year lease renewal options.
(10)Fresenius Medical Care has two, 5-year lease renewal options.
(11)Family Dollar has six, 5-year lease renewal options.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

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

 

Lease Expiration Schedule(1)

 

Year Ending
December 31,
No. of Leases Expiring Expiring NRSF % of Total
NRSF
Cumulative
Expiring NRSF
Cumulative % of Total NRSF Annual
U/W
Base Rent
% of Total Annual U/W Base Rent

Annual
U/W
Base

Rent PSF

MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
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 3 23,408 10.7% 23,408 10.7% $464,605 14.2% $19.85
2027 2 20,736 9.5% 44,144 20.2% $401,066 12.3% $19.34
Thereafter 11 174,132 79.8% 218,276 100.0% $2,407,135 73.5% $13.82
Vacant 0 0 0.0% 0 0.0% $0 0.0% $0.00
Total/Weighted 16 218,276 100.0%     $3,272,806 100.0% $14.99

 

(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at the ExchangeRight Net Leased Portfolio Properties:

 

Historical Occupancy

 

12/31/2013(1)   12/31/2014(1)   12/31/2015(1)   12/31/2016(1)   3/1/2017(2)
NAV   NAV   NAV   NAV   100.0%
                 
(1)The ExchangeRight Net Leased Portfolio Properties were acquired by the borrower sponsors between August 2016 and March 2017. The sellers of the ExchangeRight Net Leased Portfolio Properties did not provide historical occupancy information to the borrower.
(2)Information obtained from the underwritten rent roll.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

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 ExchangeRight Net Leased Portfolio Properties:

 

Cash Flow Analysis(1)

 

    U/W   % of U/W
Effective
Gross
Income
  U/W $
per SF
 
Base Rent(2)   $3,272,806    95.1%   $14.99  
Total Reimbursables(3)   346,619          10.1   1.59  
Less Vacancy & Credit Loss   (178,620)   (5.2)   (0.82)  
Effective Gross Income   $3,440,805   100.0%   $15.76  
               
Total Operating Expenses   $458,133   13.3%   $2.10  
               
Net Operating Income   $2,982,672   86.7%   $13.66  
TI/LC   67,549   2.0   0.31  
Capital Expenditures   24,973   0.7   0.11  
Net Cash Flow   $2,890,150   84.0%   $13.24  
               
NOI DSCR   2.15x          
NCF DSCR   2.09x          
NOI DY   9.6%          
NCF DY   9.3%          

 

(1)Historical cash flows are unavailable as the ExchangeRight Net Leased Portfolio Properties were acquired by the borrower sponsors between August 2016 and March 2017. The sellers of the ExchangeRight Net Leased Portfolio Properties did not provide historical operating statements to the borrower.
(2)UW Base Rent is based on in-place rent per lease.
(3)Total Reimbursables are underwritten based on tenant leases and discussions with the borrower. There are no reimbursements at six of the properties as the tenants pay for the respective property expenses directly. There are 13 total tenants that pay either property taxes, insurance or operating expenses or some combination of the three directly.

 

Appraisal. The ExchangeRight Net Leased Portfolio Properties were individually appraised, with the individual values reflecting a cumulative “as-is” appraised value of $52,025,000. The appraisals are dated between November 2, 2016 and February 15, 2017. Additionally, each appraisal provided a corresponding “go dark” value which equates to a cumulative “go dark” appraised value of $32,600,000 for the ExchangeRight Properties.

 

Environmental Matters. According to Phase I environmental assessments dated between November 1, 2016 and February 15, 2017, there was no evidence of any recognized environmental conditions at the ExchangeRight Net Leased Portfolio Properties.

 

The Borrower. The borrower is ExchangeRight Net Leased Portfolio 15 DST, a Delaware Statutory Trust. At origination of the ExchangeRight Mortgage Loan, the ExchangeRight Net Leased Portfolio Properties were conveyed and assumed from ExchangeRight Net Leased Portfolio 15, LLC to and by the borrower. The borrower has master leased the ExchangeRight Net Leased Portfolio Properties to ExchangeRight NLP 15 Master Lessee, LLC, a Delaware limited liability company (the “Master Lessee”), which is affiliated with the borrower sponsors. The Master Lessee is structured as a special purpose entity in which the borrower sponsors have a 100% ownership interest. The Master Lessee’s interest in the master lease and all rents are assigned to the lender. The master lease is subordinate to the ExchangeRight Mortgage Loan. There is one independent director for the borrower and one independent director for the Master Lessee. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Mortgage Loan. ExchangeRight Real Estate, LLC (“ExchangeRight”), David Fisher, Joshua Ungerecht and Warren Thomas are the guarantors of certain nonrecourse carveouts under the ExchangeRight Mortgage Loan. See “Risk Factors—Delaware Statutory Trusts” in the Preliminary Prospectus.

 

The Borrower Sponsors. The borrower sponsors are ExchangeRight Real Estate, LLC, David Fisher, Joshua Ungerecht and Warren Thomas (the “Borrower Sponsors”), all of whom are managing members of ExchangeRight. ExchangeRight has more than $600.0 million in assets and more than 3.2 million square feet under management. ExchangeRight has more than 195 investment-grade retail, medical offices and class B/B+ multifamily properties located across 27 states with a focus in providing long-term stable income and asset preservation through long-term net-leased portfolios backed by investment grade corporations. 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 an upfront escrow at closing in the amount of $93,589 for real estate taxes, $10,347 for insurance premiums, $344,598 for outstanding replacement reserves, and $500,000 for tenant improvement and leasing commissions. The loan documents provide for ongoing monthly escrows of $51,358 for real estate taxes, $2,587 for insurance premiums and other assessments, and $2,040 for replacement reserves.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

Notwithstanding the foregoing, the borrower will not be required to provide monthly real estate taxes and insurance premiums which are solely the obligation of a tenant and paid directly to the relevant taxing authority or insurance company by such tenant in accordance with such tenant’s lease, for so long as (i) no event of default has occurred and be continuing, (ii) the borrower provides proof of payment by the tenant (or the borrower) directly to the taxing authority or the applicable insurance company on or before 15 days prior to the delinquency date of such taxes, (iii) the lease(s) with the applicable tenant(s) will be and continue to be in full force and effect and will not be subject to any default beyond any applicable grace or notice and cure period by either the borrower or the tenant, and (iv) no material adverse change has, in the lender’s reasonable determination, occurred with respect to the applicable tenant such that the ability to timely pay the taxes or insurance premiums that the applicable tenant is required to pay pursuant to its lease has, been materially jeopardized. In addition, the borrower is not required to make deposits into a capital reserve subaccount with respect to the aggregate number of rentable square feet at the ExchangeRight Net Leased Portfolio Properties for which the tenants are obligated under their applicable leases to pay capital expenses for their respective premises, for so long as (i) no event of default has occurred and be continuing, (ii) the borrower provides proof of payment by all such tenants of the payment of all such capital expenses promptly following request by the lender, (iii) the leases with the applicable tenants are and continue to be in full force and effect and are not be subject to any default beyond any applicable grace or notice and cure period, and (iv) no material adverse change has, in the lender’s reasonable determination, occurred with respect to the applicable tenant such that the ability to timely pay the capital expenses for its respective premises pursuant to its lease has been materially jeopardized. If an event of default has occurred and is continuing, the borrower is required to deposit $12,733 on a monthly basis into the TI/LC reserve and any sum or termination fee payable to the borrower. In the event the Indianapolis Osteopathic Hospital, Inc tenant (the “Osteopathic Hospital Tenant”) exercises its early termination option under its lease, the borrower is required to deposit $766,723 plus any other amounts then due and payable from the Osteopathic Hospital Tenant into the Osteopathic Hospital Rollover Reserve.

 

Lockbox and Cash Management. The ExchangeRight Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and requires the borrower, Master Lessee, or manager to cause all rents to be paid directly into an eligible account maintained by the borrower at a local bank selected by the borrower, which is required at all times to be an eligible institution (as defined in the Pooling & Servicing Agreement). Without in any way limiting the foregoing, if the borrower, Master Lessee or manager receive any rents, then (i) such amounts will be deemed to be collateral for the ExchangeRight Mortgage Loan and will be held in trust by the borrower, Master Lessee or the manager, as applicable, for the benefit, and as the property, of the lender, (ii) such amounts may not be commingled with any other funds or property of the borrower, Master Lessee, or manager, and (iii) the borrower, Master Lessee, or manager, as applicable, is required to deposit such amounts into a clearing account within two business days of receipt. Funds deposited into the clearing account will be swept by the clearing bank on a daily basis into the Master Lessee’s operating account at the clearing bank, unless a Cash Management Period (as defined below) is continuing, in which event such funds will be swept on a daily basis into an eligible account at a deposit bank controlled by the lender. To the extent any Cash Management Period expires or terminates, any funds deposited into the clearing account will be swept by clearing bank on a daily basis into Master Lessee’s operating account by the lender’s delivery of a notice to the clearing bank, with the lender being entitled to send a subsequent notice to the clearing bank upon the occurrence of a subsequent Cash Management Period to redirect all amounts from the clearing account to the deposit account.

 

A “Cash Management Period” will commence upon the lender giving notice to the clearing bank of the occurrence of any of the following: (i) the maturity date, (ii) a default or an event of default, (iii) if, as of the last day of each calendar quarter during the term, the debt service coverage ratio is less than 1.40x or (iv) on May 1, 2024, to the extent a qualified transfer (i.e., the transfer of all outstanding ownership interest in the borrower to an approved transferee and the replacement of a guarantor with an acceptable replacement guarantor) has not occurred as of such date; and will end upon the lender giving notice to the clearing bank that the sweeping of funds into the deposit account may cease, which notice the lender will only be required to give if (1) the ExchangeRight Mortgage Loan and all other obligations under the loan documents have been repaid in full or (2) the maturity date has not occurred and (A) with respect to the matters described in clause (ii) above, such event of default has been cured and no other event of default has occurred and is continuing, (B) with respect to the matter described in clause (iii) above, the lender has determined that the ExchangeRight Net Leased Portfolio Properties have achieved a debt service coverage ratio of at least 1.45x for two (2) calendar quarters, or (C) with respect to the matter described in clause (iv) above, a qualified transfer has occurred.

 

Property Management. The ExchangeRight Net Leased Portfolio Properties are managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the ExchangeRight Properties in whole, but not in part, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the borrower has provided the lender with not less than 60 days’ prior written notice, which notice is required to contain sufficient detail to enable the lender to determine that the transferee borrower complies with the requirements set forth in the loan agreement; (iii) 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; (iv) the delivery of a REMIC opinion, an insolvency opinion and other opinions required by the lender; and (v) the lender has received confirmation from Fitch, DBRS and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the WFCM Series 2017-RB1 Certificates. If such transfer is a permitted transfer as set forth in the loan documents, the borrower is not required to receive lender consent and fulfill the aforementioned provisions.

 

Right of First Refusal. Each sole tenant at the Walgreens – Independence, MO property, the Walgreens – Arlington, TX property, and the Family Dollar – Baton Rouge, LA property has a right of first refusal (“ROFR”) to purchase the related mortgaged property in the event of a proposed sale of such mortgaged property to an unaffiliated third party. Each right of first refusal has been subordinated to the ExchangeRight Mortgage Loan documents and does not apply to a transfer in connection with a foreclosure, deed-in-lieu of foreclosure or other enforcement action under the ExchangeRight Mortgage Loan documents.

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

EXCHANGERIGHT NET LEASED PORTFOLIO 15

 

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 an “all risk” insurance policy be maintained by the borrower and such policy must provide coverage for terrorism in an amount equal to the full replacement cost of the ExchangeRight Net Leased 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 90 day extended period of indemnity.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

1166 AVENUE OF THE AMERICAS

 

(Graphic) 

 

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

 

  64 

 

 

1166 AVENUE OF THE AMERICAS

 

(Graphic)

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

No. 8 – 1166 Avenue of the Americas
 
Loan Information   Property Information
Mortgage Loan Seller: Barclays Bank PLC   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Office
Original Principal Balance(1): $28,750,000   Specific Property Type: CBD
Cut-off Date Balance(1): $28,750,000   Location: New York, NY
% of Initial Pool Balance: 4.5%   Size: 195,375 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $435.06
Borrower: 1166 EJM LLC   Year Built/Renovated: 1974/NAP
Borrower Sponsor: Edward J. Minskoff Equities, Inc.   Title Vesting: Fee
Mortgage Rate(1): 5.2788%   Property Manager: Edward J. Minskoff Equities, Inc.
Note Date: January 11, 2017   4th Most Recent Occupancy (As of)(4): 100.0% (12/31/2013)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of)(4): 100.0% (12/31/2014)
Maturity Date: February 6, 2027   2nd Most Recent Occupancy (As of)(4): 90.0% (12/31/2015)
IO Period: 120 months   Current Occupancy (As of)(4): 91.5% (1/24/2017)
Loan Term (Original): 120 months      
Seasoning: 1 month    
Amortization Term (Original): None   Underwriting and Financial Information:
Loan Amortization Type(1): Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(5): $8,680,406 (12/31/2013)
Call Protection: L(25),D(88),O(7)   3rd Most Recent NOI(5): $9,152,554 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(5): $8,250,030 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI(5): $6,347,326 (TTM 10/31/2016)
Additional Debt Type(1)(2): Pari Passu; B-Note; Mezzanine Loan    
         
Escrows and Reserves(3):     U/W Revenues: $14,201,718
          U/W Expenses: $5,559,507
Type: Initial Monthly Cap (If Any)   U/W NOI: $8,642,211
Taxes $0 Springing NAP   U/W NCF: $8,151,944
Insurance $0 Springing NAP   U/W NOI DSCR(1): 1.90x
Replacement Reserves $0 Springing NAP   U/W NCF DSCR(1): 1.79x
TI/LC Reserves: $0 Springing NAP   U/W NOI Debt Yield(1): 10.2%
Unfunded Obligations Reserve $7,539,492 $0 NAP   U/W NCF Debt Yield(1): 9.6%
Unfunded Free Rent Reserve $5,742,179 $0 NAP   As-Is Appraised Value(6): $225,000,000
Third Floor Reserve $4,058,916 $0 NAP   As-Is Appraisal Valuation Date(6): January 1, 2017
Lobby Renovation Reserve $488,422 $0 NAP   Cut-off Date LTV Ratio(1)(6): 37.8%
Condominium Assessment Reserve $0 Springing NAP   LTV Ratio at Maturity(1)(6): 37.8%
             

 

(1)See “The Mortgage Loan” section. All statistical information related to balance per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the two senior pari passu notes. The Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NOI Debt Yield based on the 1166 Avenue of the Americas Whole Loan are 48.9%, 1.37x and 7.9%, respectively. The Cut-off Date LTV Ratio, U/W NCF DSCR and U/W NOI Debt Yield based on the 1166 Avenue of the Americas total debt, inclusive of the mezzanine loan are 57.8%, 1.15x and 6.6%, respectively.
(2)See “Subordinate and Mezzanine Indebtedness” section.
(3)See “Escrows” section.
(4)See “Historical Occupancy” section.
(5)See “Cash Flow Analysis” section.
(6)See “Appraisal” section.

 

The Mortgage Loan. The mortgage loan (the “1166 Avenue of the Americas Mortgage Loan”) is part of a whole loan (the “1166 Avenue of the Americas Whole Loan”), that is evidenced by two senior pari passu notes (Note A-1 and Note A-2) and a subordinate companion loan (Note B) secured by a first mortgage encumbering the fee interest of a five-unit condominium portion of the 1166 Avenue of the Americas property (the “1166 Avenue of the Americas Property”). The 1166 Avenue of the Americas Whole Loan was originated on January 11, 2017 by Barclays Bank PLC. The 1166 Avenue of the Americas Whole Loan had an original principal balance of $110,000,000, has an outstanding principal balance as of the Cut-off Date of $110,000,000 and accrues at a blended interest rate of 5.3427% per annum. The 1166 Avenue of the Americas 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. The 1166 Avenue of the Americas Whole Loan matures on February 6, 2027.

 

Note A-2, which will be contributed to the WFCM 2017-RB1 Trust, had an original principal balance of $28,750,000 and has an outstanding principal balance as of the Cut-off Date of $28,750,000 and represents the non-controlling interest in the 1166 Avenue of the Americas Whole Loan. Note A-1, which had an original principal balance of $56,250,000 and has an outstanding principal

 

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

 

  66 

 

 

1166 AVENUE OF THE AMERICAS

 

balance as of the Cut-off Date of $56,250,000, was contributed to the BBCMS 2017-C1 Trust. Note A-1 represents the controlling interest in the 1166 Avenue of the Americas Whole Loan during a control appraisal period under the related intercreditor agreement; otherwise the controlling noteholder is the junior noteholder. The 1166 Avenue of the Americas subordinate companion loan, which had an original principal balance of $25,000,000 and has an outstanding principal balance as of the Cut-off Date of $25,000,000, is currently held by an affiliate of Square Mile Capital Management LLC. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—1166 Avenue of the Americas Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes

 

Original Balance

 

Note Holder

 

Controlling Interest

A-1   $56,250,000        BBCMS 2017-C1     No(1)
A-2   $28,750,000       WFCM 2017-RB1   No
B   $25,000,000       An affiliate of Square Mile Capital Management LLC   Yes
Total   $110,000,000            

 

(1)The 1166 Avenue of the Americas Whole Loan will be serviced pursuant to the BBCMS 2017-C1 pooling and servicing agreement. However, so long as no control appraisal period has occurred and is continuing, the holder of the 1166 Avenue of the Americas subordinate companion loan will be the controlling noteholder and will have the right to approve certain modifications and consent to certain actions to be taken with respect to the 1166 Avenue of the Americas Whole Loan. If a control appraisal period has occurred and is continuing, the holder of Note A-1 will be the controlling note holder.

 

Following the lockout period, the borrower has the right to defease the 1166 Avenue of the Americas Whole Loan in whole, but not in part on any date before August 6, 2026. The 1166 Avenue of the Americas Whole Loan is prepayable without penalty on or after August 6, 2026.

 

Sources and Uses

Sources       Uses    
Original whole loan amount $110,000,000 84.6%   Loan payoff(1) $110,534,218 85.0%
Mezzanine Loan 20,000,000 15.4      Reserves 17,829,009 13.7
        Closing costs 1,447,482 1.1
        Return of equity 189,291 0.1
Total Sources $130,000,000 100.0%   Total Uses $130,000,000 100.0%

 

(1)The 1166 Avenue of the Americas Property was previously securitized in LBUBS 2007-C1.

 

The Property. The 1166 Avenue of the Americas Property is comprised of a 46-unit condominium, of which five units, (floors 2-6) serve as collateral for the 1166 Avenue of the Americas Whole Loan and comprise class A office space totaling 195,375 square feet of net rentable area.

 

The 1166 Avenue of the Americas Property is a 44-story, 1,204,839 square foot, class A office building located on Avenue of the Americas between West 45th Street and West 46th Street in midtown Manhattan. The 1166 Avenue of the Americas Property was built in 1974 and is currently undergoing lobby renovations, which are expected to be substantially completed by March 31, 2017. As a part of the ongoing renovation, the property’s lobby was redesigned showcasing modern art. The scope of the lobby renovation work includes the installation of new lobby desks, new glass security panels, new security turnstiles, new sheetrock ceilings, new light fixtures throughout the space and the refinishing of all interior lobby columns. Originally built as the world headquarters for International Paper Company, the 1166 Avenue of the Americas Property currently serves as the world headquarters to Marsh & McLennan Companies, which occupy floors 22 to 44 (not collateral). The 1166 Avenue of the Americas Property’s floor heights are generally 11.5 feet; however, Sprint’s second floor space has a floor height of 20 feet. The 1166 Avenue of the Americas Property also benefits from its high-tech infrastructure, providing tenants with access to multiple high-quality internet service providers and fiber optic connections.

 

The largest tenant, D.E. Shaw, leases 78,150 square feet (40.0% of the net rentable area), comprising the entirety of the fifth and sixth floors, through June 2024. D.E. Shaw has been a tenant at the 1166 Avenue of the Americas Property since September 2006. Founded in 1998, D.E. Shaw is a global investment and technology development firm with more than $40 billion in investment capital as of October 1, 2016. D.E. Shaw invests globally in both public and private markets and is recognized as a pioneer in quantitative investing, particularly in equities, futures and options. The 1166 Avenue of the Americas Property serves as the headquarters of D.E. Shaw. The second largest tenant, Sprint, leases 39,075 square feet (20.0% of the net rentable area), comprising the entirety of the second floor, through January 2027 and has been a tenant at the 1166 Avenue of the Americas Property since June 2006. Sprint is a communications company that offers a wide range of wireless and wireline communications products and services to various types of consumers. Sprint utilizes its office space at the 1166 Avenue of the Americas Property for its executive offices, sales and marketing division and as showrooms. The third largest tenant, Arcesium, leases 39,075 square feet (20.0% of the net rentable area), comprising the entirety of the fourth floor, through June 2024. Affiliated with and launched by D.E. Shaw in 2015, but now its own independent company, Arcesium is a post-trade technology and professional services firm offering technology platforms to hedge fund professionals to solve their post-trade challenges. Arcesium has received additional equity backing from Blackstone Alternative Asset Management and has since grown to support more than $60 billion in assets with a staff of over 550 professionals. However, Arcesium’s lease is guaranteed by D.E. Shaw. The third floor was previously occupied by CT Partners until June 2015 when it vacated its space with little notice due to corporate issues including bankruptcy. 1166 EJM Tenant LLC, a borrower sponsor-affiliated entity, has a master lease of 22,500 square feet, representing approximately 57.6% of the third floor for a term of 30 months. Edward J. Minskoff, the principal of the borrower sponsor, has executed a personal guaranty for such space. According to the borrower sponsor, it has identified a third party tenant with whom it has agreed to a term sheet and with whom it is currently negotiating a lease that encompasses most of the third floor for a 10-year term and a base rental rate higher

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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than that of the master lease base rental rate. An upfront reserve of approximately $4.1 million was reserved for third floor leasing costs.

 

From 2013 through 2016, the 1166 Avenue of the Americas Property has averaged 93.0% occupancy. As of January 24, 2017, the 1166 Avenue of the Americas Property was 91.5% occupied, inclusive of the borrower sponsor’s master lease. The 1166 Avenue of the Americas Property is 80.0% occupied excluding the borrower sponsor’s master lease.

 

The following table presents certain information relating to the tenancy at the 1166 Avenue of the Americas 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
% of Total Annual U/W Base Rent Lease
Expiration
Date
             
Major Tenant          
D.E. Shaw NR/NR/NR 78,150 40.0% $76.24 $5,958,156 44.3% 6/30/2024(2)
Sprint NA/Ba1/BB+ 39,075 20.0% $81.00 $3,165,075 23.6% 1/31/2027(3)(4)
Arcesium NR/NR/NR 39,075 20.0% $73.00 $2,852,475 21.2% 6/30/2024(5)(6)
1166 EJM Tenant LLC(7) NR/NR/NR 22,500 11.5% $65.00 $1,462,500 10.9% 8/1/2019(8)
Total Major Tenant 178,800 91.5% $75.16 $13,438,206 100.0%  
             
Vacant Space   16,575 8.5%        
               
Collateral Total 195,375 100.0%        
               
                 
(1)Certain ratings are those of the parent whether or not the parent guarantees the lease.
(2)D.E. Shaw has one, five-year lease extension option.
(3)Sprint has one, five-year lease extension option.
(4)Sprint has the right to terminate its lease on January 31, 2022 with 15 months’ notice and the payment of a termination fee equal to nine months of fixed rent and unamortized leasing costs.
(5)Arcesium has one, five-year lease extension option.
(6)Arcesium has the right to terminate its lease on October 1, 2021 with 12 months’ notice and the payment of a termination fee equal to two months of rent and the unamortized leasing costs.
(7)1166 EJM Tenant LLC, an affiliate of the borrower sponsor, is master leasing 22,500 square feet of the third floor and Edward J. Minskoff, the principal of the borrower sponsor, has provided a personal guaranty for such master leased space. According to the borrower sponsor, it has identified a third party tenant with whom it has agreed to a term sheet for, and is currently negotiating a lease that encompasses most of the third floor, for a 10-year term and a base rental rate higher than that of the master lease base rental rate.
(8)The tenant’s master lease expires upon the earlier of (i) the date on which all or any portion of the third floor have been relet pursuant to one or more leases that are, (a) at least 60 months in term, with no termination option during that time, (b) having a base rent of not less than $65.00 per square foot after the first year, (c) other lease terms that are in line with market with a tenant that is suitable for occupancy in a class A office building and (d) such tenant takes the space as-is or, (ii) August 1, 2019. In addition, the rent payable under the master lease is reduced proportionately as rent is paid under qualifying leases of the space.

 

The following table presents certain information relating to the lease rollover schedule at the 1166 Avenue of the Americas Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% 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
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(2) 1 22,500 11.5% 22,500 11.5% $1,462,500 10.9% $65.00
2020 0 0 0.0% 22,500 11.5% $0 0.0% $0.00
2021 0 0 0.0% 22,500 11.5% $0 0.0% $0.00
2022 0 0 0.0% 22,500 11.5% $0 0.0% $0.00
2023 0 0 0.0% 22,500 11.5% $0 0.0% $0.00
2024 2 117,225 60.0% 139,725 71.5% $8,810,631 65.6% $75.16
2025 0 0 0.0% 139,725 71.5% $0 0.0% $0.00
2026 0 0 0.0% 139,725 71.5% $0 0.0% $0.00
2027 1 39,075 20.0% 178,800 91.5% $3,165,075  23.6% $81.00 
Thereafter 0 0 0.0% 178,800 91.5% $0 0.0% $0.00
Vacant 0 16,575 8.5% 195,375 100.0% $0 0.0% $0.00
Total/Weighted Average 4 195,375 100.0%     $13,438,206 100.0% $75.16

 

(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 that are not considered in the lease expiration schedule.
(3)Weighted Average Annual U/W Base Rent PSF excludes vacant space.
(4)Includes the borrower sponsor’s master lease space commencing on February 1, 2017. The borrower sponsor’s master lease expires upon the earlier of (i) the date on which all or any portion of the third floor have been relet pursuant to one or more leases that are, (a) at least 60 months in term, with no termination option during that time, (b) having a base rent of not less than $65.00 per square foot after the first year, (c) other lease terms are in line with market with a tenant that is suitable for occupancy in a Class A office building and (d) such tenant takes the space as-is or, (ii) August 1, 2019. In addition, the rent payable under the master lease is reduced proportionately as rent is paid under qualifying leases of the space.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 1166 Avenue of the Americas Property:

 

Historical Occupancy

 

2013(1)

2014(1)

2015(1)(2)

1/24/2017(3)

100.0% 100.0% 90.0% 91.5%

 

(1)Historical Occupancies are the averages of each respective year.
(2)The dip in 2015 occupancy is due to CTPartners vacating its space for corporate issues including bankruptcy
(3)Occupancy as of January 24, 2017 includes the borrower sponsor’s master lease space representing 22,500 square feet or 11.5% of the net rentable area. Excluding the borrower sponsor’s master lease space, the 1166 Avenue of the Americas Property is 80.0% occupied.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the 1166 Avenue of the Americas Property:

 

Cash Flow Analysis

 

  2013   2014   2015   TTM 10/31/2016   U/W   % of U/W Effective Gross Income   U/W $ per SF  
Base Rent(1)(2) $11,990,407   $12,199,324   $11,572,572   $9,692,318   $13,438,206   94.6%   $68.78  
Grossed Up Vacant Space 0   0   0   0   1,326,000   9.3   6.79  
Total Reimbursables(3) 1,933,371   2,285,366   2,421,481   2,085,321   717,098(4)   5.0   3.67  
Other Income(5) 48,882   48,987   55,929   46,414   46,414   0.3   0.24  
Less Vacancy & Credit Loss

0

 

0

 

0

 

0

 

(1,326,000)(6)

 

(9.3)

 

(6.79) 

 
Effective Gross Income $13,972,660   $14,533,677   $14,049,983   $11,824,052   $14,201,718   100.0%   $72.69  
                             
Total Operating Expenses $5,292,254   $5,381,123   $5,799,952   $5,476,727   $5,559,507   39.1%   $28.46  
                             
 Net Operating Income $8,680,406   $9,152,554   $8,250,030   $6,347,326   $8,642,211(7)   60.9%   $44.23  
TI/LC 0   0   0   0   470,730   3.3   2.41  
Capital Expenditures

0

 

0

 

0

 

0

 

19,538

 

0.1

 

0.10

 
Net Cash Flow $8,680,406   $9,152,554   $8,250,030   $6,347,326   $8,151,944(7)   57.4%   $41.72  
                             
NOI DSCR(8) 1.91x   2.01x   1.81x   1.40x   1.90x          
NCF DSCR(8) 1.91x   2.01x   1.81x   1.40x   1.79x          
NOI DY(8) 10.2%   10.8%   9.7%   7.5%   10.2%          
NCF DY(8) 10.2%   10.8%   9.7%   7.5%   9.6%          

 

(1)The decrease of Base Rent from 2015 to TTM 10/31/2016 is primarily due to CTPartners vacating its space for corporate issues including bankruptcy.

(2)The increase in Base Rent from TTM 10/31/2016 to U/W is primarily due to (i) the borrower sponsor executing a master lease for 22,500 square feet of space on the third floor (former CTPartners space) and (ii) underwriting the renewal base rent for D.E. Shaw, Sprint and Arcesium.

(3)Total Reimbursables are inclusive of CAM recoveries, tax recoveries and tenant services.

(4)Underwritten Total Reimbursables do not include CAM recoveries and tax recoveries due to 2017 base year resets for all tenants.

(5)Other Income is comprised of storage income and other miscellaneous income.

(6)The underwritten economic vacancy is 8.5%. The 1166 Avenue of the Americas Property was 91.5% occupied as of January 24, 2017, inclusive of the master lease space, and 80% exclusive of the master lease.

(7)Underwritten Net Operating Income and Underwritten Net Cash Flow excluding the master lease rental income are $7,179,711 and $6,689,444, respectively. The NCF DSCR and NCF DY excluding the master lease rental income are 1.47x and 7.9%, respectively

(8)The debt service coverage ratios and debt yields are based on the 1166 Avenue of the Americas senior pari passu notes.

 

Appraisal. As of the appraisal valuation date of January 1, 2017, the 1166 Avenue of the Americas Property had an “as-is” appraised value of $205,000,000. The appraiser also concluded to an as-is “assuming holdbacks” value of $225,000,000 as of January 1, 2017. The Cut-off Date LTV Ratio based on the senior pari passu notes for the “as-is” appraised value is 41.5%.

 

Environmental Matters. According to the Phase I environmental site assessment dated December 9, 2016, there are no recognized environmental conditions at the 1166 Avenue of the Americas Property.

 

Market Overview and Competition. The 1166 Avenue of the Americas Property is located in midtown Manhattan and is situated between West 45th Street and West 46th Street facing Sixth Avenue. The 1166 Avenue of the Americas Property is in close proximity to Manhattan’s transportation hubs, Grand Central Terminal, Penn Station, Port Authority and all the major subway lines, A, B, C, D, E, F, N, Q, R, S, W, 1, 2, 3 and 7. Midtown Manhattan’s attractions include Times Square, Rockefeller Center, Bryant Park and the Museum of Modern Art, amongst others. Some of the 1166 Avenue of the Americas Property’s neighbors include, Bank of America, MetLife, Barclays, UBS and JP Morgan Chase.

 

According to the appraisal, the property is located in the Sixth Avenue/Rockefeller Center submarket of Manhattan, which is part of the larger Plaza District Office submarket. As of the third quarter of 2016, the Sixth Avenue/Rockefeller Center submarket comprised approximately 38.8 million square feet of class A office space with a direct vacancy rate of 7.2% and average Class A office rents of $91.33 per square foot. This compares to 9.0% and $86.79 per square foot respectively, as of the third quarter of 2015. The appraisal identified eight directly competitive properties built between 1959 and 1992 and ranging in size from approximately 960,050 to 2,200,000 square feet. The comparable properties reported occupancies ranging from 86.3% to 99.3% with a weighted average of 91.0%. Asking rents for the comparable properties range from $69.00 to $110.00 per square foot. The weighted average

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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in-place office rental rate at 1166 Avenue of the Americas Property is $75.16 per square foot, which is below the appraisal concluded market rent of $80.00 per square foot.

 

The Borrower. The borrower is 1166 EJM LLC, a Delaware limited liability company, with at least two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1166 Avenue of the Americas Whole Loan. The borrowing entity is currently in litigation with JPMorgan Chase Bank, N.A., who provided a letter of credit to CT Partners, a former tenant at the 1166 Avenue of the Americas Property, in regards to such letter of credit. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus. Edward J. Minskoff Equities, Inc. is the guarantor of certain nonrecourse carveouts under the 1166 Avenue of the Americas Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is Edward J. Minskoff Equities, Inc. (“EJME”). Founded in 1987, EJME is a real estate acquisition and development company founded by Edward J. Minskoff. Currently, EJME owns an interest in, leases and/or manages approximately four million square feet of commercial space. EJME’s current New York City portfolio includes the 1166 Avenue of the Americas Property, 500-512 Seventh Avenue, 590 Madison Avenue, 101 Avenue of the Americas, the FAA Office Building, 270 Greenwich Street, 101 Warren Street, 89 Murray Street and 825 Seventh Avenue.

 

Escrows. The loan documents provide for an upfront escrow at closing in the amount of $7,539,492 for unfunded obligations, $5,742,179 for unfunded free rent and gap rent, $4,058,916 for third floor leasing costs and $488,422 for the borrower’s share of the lobby renovation.

 

The loan documents do not require ongoing monthly escrows for real estate taxes, so long as no Reserve Trigger Period (as defined below) has occurred and is continuing. Upon the expiration of a Reserve Trigger Period, any remaining funds in the tax escrow account will be disbursed back to the borrower, except during the Arcesium/D.E. Shaw Rollover Reserve Sweep Period (as defined below) if the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap (as defined below) has not been satisfied, such funds will be transferred to the Arcesium/D.E. Shaw Rollover Reserve account up to the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap and then any excess funds to the borrower.

 

The loan documents do not require ongoing monthly escrows for insurance premiums so long as (i) no Reserve Trigger Period has occurred and is continuing and (ii) the 1166 Avenue of the Americas Property is insured via an acceptable blanket insurance policy. Upon the expiration of a Reserve Trigger Period, any remaining funds in the insurance escrow account will be disbursed back to the borrower, except during the Arcesium/D.E. Shaw Rollover Reserve Sweep Period if the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap has not been satisfied, such funds will be transferred to the Arcesium/D.E. Shaw Rollover Reserve account up to the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap and then any excess funds to the borrower.

 

The loan documents do not require ongoing monthly escrows for replacement reserves so long as no Reserve Trigger Period has occurred and is continuing. Following the occurrence and during the continuance of a Reserve Trigger Period, the borrower is required to deposit $1,628 per month (approximately $0.10 per square foot annually) for replacement reserves.

 

The loan documents do not require ongoing monthly escrows for TI/LC reserves so long as no Reserve Trigger Period has occurred and is continuing. Following the occurrence and during the continuance of a Reserve Trigger Period, the borrower is required to deposit approximately $20,352 per month (approximately $1.25 per square foot annually) for TI/LC reserves. The borrower is also required to deposit any lease termination payments into the TI/LC reserve, unless such termination payments are in connection with the Arcesium lease or the D.E. Shaw lease, in which case, the payments will be deposited into the Arcesium/D.E. Shaw Rollover Reserve account. Upon the expiration of any Reserve Trigger Period and provided no other Reserve Trigger Period exists, any leasing reserve funds remaining in the reserve account will be disbursed to the borrower, except, during the Arcesium/D.E. Shaw Rollover Reserve Sweep Period if the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap has not been satisfied, such funds that are not lease termination payments will be transferred to the Arcesium/D.E. Shaw Rollover Reserve account up to the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap, and then any excess funds to the borrower.

 

The loan documents do not require ongoing monthly escrows for condominium assessment reserves so long as no Reserve Trigger Period has occurred and is continuing. Following the occurrence and during the continuance of a Reserve Trigger Period, the borrower is required to deposit an amount in order to pay assessment fees as determined in accordance with the loan documents into the condominium assessment reserve. Upon the expiration of any Reserve Trigger Period and provided no other Reserve Trigger Period exists, any condominium assessment reserve funds remaining in the reserve account will be disbursed to the borrower, except during the Arcesium/D.E. Shaw Rollover Reserve Sweep Period if the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap has not been satisfied, such funds will be transferred to the Arcesium/D.E. Shaw Rollover Reserve account up to the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap and then any excess funds to the borrower.

 

Following the occurrence and the continuation of an Arcesium/D.E. Shaw Rollover Reserve Sweep Period, the borrower will be required to make monthly deposits to the Arcesium/D.E. Shaw Rollover Reserve in the amount remaining after having paid certain items in the cash management waterfall. The borrower will be required to deposit funds into the reserve until the aggregate amount of funds on deposit in the Arcesium/D.E. Shaw reserve account equals or exceeds the sum of the product of (i) $75.00 and (ii) the aggregate square footage leased by Arcesium and D.E. Shaw scheduled to expire on June 30, 2024 (“Arcesium/D.E. Shaw Rollover Reserve Deposit Cap”). However, if any of the Arcesium or D.E. Shaw space is leased pursuant to a new lease or any of the aforementioned tenants renew their lease in accordance with the loan documents, the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap will be reduced by the sum of the product of (i) the positive difference between $75.00 and the amount per square foot of approved leasing expenses constituting TI/LCs under the new lease or lease renewal and (ii) the square footage of the space subject to the new lease or lease renewal.

 

A “Reserve Trigger Period” will commence upon (i) an event of default, (ii) the total loan debt service coverage ratio falling below 1.10x or (iii) a mezzanine loan event of default. A Reserve Trigger Period will expire upon, with regard to clause (i), a cure of the

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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event of default; with regard to clause (ii), the total loan debt service coverage ratio being equal to or greater than 1.10x for two consecutive calendar quarters; with regard to clause (iii), the cure of the mezzanine loan event of default. In the event a tenant exercises a termination option, the tenant’s rental income and termination payments will be excluded from the underwritten cash flow utilized to calculate the total loan debt service coverage ratio; however, the termination payments will be included in such calculation if the amounts deposited in the TI/LC reserve with respect to such space equal or exceed the product of (i) $75.00 and (ii) the square footage of the Property subject to termination.

 

Lockbox and Cash Management. The 1166 Avenue of the Americas Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct the tenants to pay all rents directly into such lockbox account. In the absence of a Trigger Period (as defined below), the funds in the clearing account will be subject to the direction of the borrower. During a Trigger Period, any transfers to the borrower’s operating account are required to cease and sums on deposit in the clearing account will be transferred on a daily basis to a deposit account controlled by the lender and applied to payment of all monthly amounts due under the loan documents. To the extent there is a Reserve Trigger Period continuing, all excess cash flow after payment of the mortgage loan debt service, required reserves, operating expenses and mezzanine debt service will be swept into an excess cash flow reserve to be held in a lender controlled account. Upon the expiration of a Reserve Trigger Period, any remaining excess cash flow funds will be disbursed to the borrower except during an Arcesium/D.E. Shaw Rollover Reserve Sweep Period, during which time, all excess cash flow will be swept into the Arcesium/D.E. Shaw Rollover Reserve up to the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap, and then any excess to the borrower.

 

A “Trigger Period” means the occurrence of (i) an event of default, (ii) the total loan debt service coverage ratio falling below 1.10x, (iii) a mezzanine loan event of default or (iv) the occurrence of an Arcesium/D.E. Shaw Rollover Reserve Sweep Period and expiring upon, with regard to clause (i), a cure of the event of default, with regard to clause (ii), the total loan debt service coverage ratio being equal to or greater than 1.10x for two consecutive calendar quarters, with regard to clause (iii), the cure of the mezzanine loan event of default and with regard to clause (iv), the first date on which the aggregate amounts deposited in the Arcesium/D.E. Shaw Rollover Reserve account equal or exceed the Arcesium/D.E. Shaw Rollover Reserve Deposit Cap.

 

An “Arcesium/D.E. Shaw Rollover Reserve Sweep Period” means the period commencing on the monthly payment date in December 2022.

 

Property Management. The 1166 Avenue of the Americas Property is managed by Edward J. Minskoff Equities, Inc., an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the 1166 Avenue of the Americas Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender will not unreasonably withhold consent provided certain requirements are met under the loan documents; and (iii) the lender has received confirmation from DBRS, Fitch and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 certificates and similar confirmation from each rating agency rating any securities backed by the 1166 Avenue of the Americas Companion Loans with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. The 1166 Avenue of the Americas Whole Loan includes a 1166 Avenue of the Americas subordinate companion loan with an aggregate original principal balance of $25,000,000 that was sold to an affiliate of Square Mile Capital Management LLC. Additionally, a $20,000,000 mezzanine loan was funded concurrently with the origination of the 1166 Avenue of the Americas Whole Loan and was sold to the same third party as the holder of the 1166 Avenue of the Americas subordinate companion loan. The mezzanine loan is coterminous with the 1166 Avenue of the Americas Whole Loan and accrues interest at a fixed per annum rate equal to 5.560%. The UW NCF DSCR and UW NOI Debt Yield on the 1166 Avenue of the Americas total debt is 1.15x and 6.6%, respectively. An intercreditor agreement is in place with respect to the 1166 Avenue of the Americas Whole Loan and the related mezzanine loan.

 

Ground Lease. None.

 

Condominium. The 1166 Avenue of the Americas Property is subject to a condominium regime. The 1166 Avenue of the Americas Property consists of a 46-unit condominium; five units are owned by the borrower as collateral for the 1166 Avenue of the Americas Whole Loan. The remaining 41 units are not owned by the 1166 Avenue of the Americas borrower and are not collateral for the 1166 Avenue of the Americas Whole Loan. The 1166 Avenue of the Americas Property comprises approximately an 11.1% interest in the common elements of the condominium. An affiliate of the borrower sponsor owns an additional 15 units in the condominium (which are not collateral for the 1166 Avenue of the Americas Whole Loan), bringing the borrower sponsor’s total current interest in the condominium to approximately 41.8%. See “Description of the Mortgage Pool — Mortgage Pool Characteristics — Condominium Interest” in the Preliminary Prospectus.

 

Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of the 1166 Avenue of the Americas Property during the loan term. At origination, the 1166 Avenue of the Americas Property had windstorm insurance coverage.

 

Terrorism Insurance. The 1166 Avenue of the Americas 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 1166 Avenue of the Americas Property, subject to a premium cap of two times the insurance premium payable for “all risk” insurance on a stand-alone basis the time any terrorism coverage is excluded from the policy, as well as loss of rents and/or business interruption insurance for a period no less than 24 months following the occurrence of a casualty event together.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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HOTEL WILSHIRE

 
(Graphic)

 

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

 

  72 

 

 

HOTEL WILSHIRE

 

 (Graphic)

 

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

 

  73 

 

 

No. 9 – Hotel Wilshire
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/Moody’s): NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $25,800,000   Specific Property Type: Full Service
Cut-off Date Balance: $25,800,000   Location: Los Angeles, CA
% of Initial Pool Balance: 4.0%   Size: 74 Rooms
Loan Purpose: Acquisition   Cut-off Date Balance Per Room: $348,649
Borrower Name: LA OSM Wilshire LLC   Year Built/Renovated: 1950/2011
Borrower Sponsor: Michael Orwitz   Title Vesting: Fee
Mortgage Rate: 4.850%   Property Manager: Kimpton Hotel & Restaurant Group, LLC
Note Date: February 16, 2017   4th Most Recent Occupancy: 80.8% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 87.3% (12/31/2013)
Maturity Date: March 11, 2027   2nd Most Recent Occupancy (As of): 90.0% (12/31/2014)
IO Period: 60 months   Most Recent Occupancy (As of): 84.6% (12/31/2015)
Loan Term (Original): 120 months   Current Occupancy (As of): 89.2% (12/31/2016)
Seasoning: 0 months      
Amortization Term (Original): 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon    
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $2,219,550 (12/31/2013)
Call Protection: L(24),D(92),O(4)   3rd Most Recent NOI (As of): $2,680,499 (12/31/2014)
Lockbox Type: Springing   2nd Most Recent NOI (As of): $2,679,457 (12/31/2015)
Additional Debt: None   Most Recent NOI (As of): $3,188,350 (12/31/2016)
Additional Debt Type: NAP      
      U/W Revenues: $7,198,705
      U/W Expenses: $4,119,740
      U/W NOI: $3,078,965
          U/W NCF: $2,791,017
Escrows and Reserves(1):         U/W NOI DSCR: 1.88x
          U/W NCF DSCR: 1.71x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield: 11.9%
Taxes $32,633 $32,633 NAP   U/W NCF Debt Yield: 10.8%
Insurance $14,346 $4,782 NAP   As-Is Appraised Value: $40,000,000
FF&E Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: December 22, 2016
PIP Reserve $0 Springing NAP   Cut-off Date LTV Ratio: 64.5%
Seasonality Reserve $0 Springing NAP   LTV Ratio at Maturity: 59.4%
             

 

(1)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Hotel Wilshire Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering the fee interest in a full service hotel located in Los Angeles, California (the “Hotel Wilshire Property”). the Hotel Wilshire Mortgage Loan was originated on February 16, 2017 by Wells Fargo Bank, National Association. the Hotel Wilshire Mortgage Loan had an original principal balance of $25,800,000, has an outstanding principal balance as of the Cut-off Date of $25,800,000 and accrues interest at an interest rate of 4.850% per annum. The Hotel Wilshire 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 interest-only for the first 60 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule. the Hotel Wilshire Mortgage Loan matures on March 11, 2027.

 

Following the lockout period, the borrower has the right to prepay the Hotel Wilshire Mortgage Loan in whole, but not in part, on any payment date before December 11, 2026. In addition, the Hotel Wilshire Mortgage Loan is prepayable without penalty on or after December 11, 2026.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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HOTEL WILSHIRE

 

Sources and Uses

 

Sources         Uses      
Original loan amount $25,800,000   64.7%   Purchase price(1) $36,000,000    90.3%
Borrower sponsor equity contribution 14,073,140   35.3      Loan payoff(1) 2,852,219       7.2
          Reserves 46,979       0.1
          Closing costs 973,941     2.4
Total Sources $39,873,140   100.0%      Total Uses $39,873,140   100.0% 
  
(1)The Hotel Wilshire Mortgage Loan was used to finance the borrower’s acquisition of the existing 90.0% equity partner’s interest in the Hotel Wilshire Property for $36,000,000 (reflecting an implied total purchase price of $40,000,000), as well as retire the borrower sponsor’s 10.0% share of existing debt previously securitized in the JPMCC 2013-C10 transaction, including a $1,338,395 prepayment premium.

 

The Property. The Hotel Wilshire Property consists of a seven-story, LEED Silver Certified, full service hotel comprising 74 guestrooms located along Wilshire Boulevard adjacent to the Miracle Mile district in Los Angeles, California. The Hotel Wilshire Property is situated on a 0.2-acre parcel located approximately 7.7 miles west of the Los Angeles central business district. The Hotel Wilshire Property was originally constructed in 1950 as a medical office building. In 2011 the borrower sponsor acquired and redeveloped the building into a boutique hotel for a total cost of $30.5 million ($412,196 per key). In addition to the redevelopment costs, the borrower sponsor has invested $458,387 of capital improvements since purchasing the Hotel Wilshire Property, and has plans to invest an additional $850,000 through 2017. The ground floor of the Hotel Wilshire Property houses parking, a registration desk, a small lobby area, and back-of-house space. The 2nd floor includes the 300 square foot boardroom, the continental breakfast/wine area, a small prep kitchen, and guestrooms, while floors 3 to 7 are exclusively guestrooms. The Hotel Wilshire Property contains 50 standard king guestrooms, 5 standard double queen guestrooms, 18 suites, and one penthouse suite with a 570 square foot patio. Each of the guestrooms features a remote control flat screen television with premium channel selection, telephone, desk with chair, dresser, nightstands, lamps and lounge chairs. Additionally, the Hotel Wilshire Property has a combined rooftop restaurant and lounge area known as The Roof on Wilshire, which is leased to an operator that recently executed its first of two, 5-year renewal options through August 2021. The rooftop offers views of the Hollywood Hills and Los Angeles skyline. The Hotel Wilshire Property contains a total of 50 parking spaces within a subterranean garage, accounting for a parking ratio of 0.7 spaces per room. According to the appraisal, the demand segmentation for the Hotel Wilshire Property is 40% commercial, 40% leisure, 15% group and 5% extended-stay. The hotel operating agreement with Kimpton Hotel & Restaurant Group, LLC (“Hotel Operator”) expires on December 31, 2022 with two, 5-year extension options.

 

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 Hotel Wilshire Property:

 

Cash Flow Analysis

 

  2013 2014 2015 2016 U/W % of U/W
Total
Revenue
U/W $
per Room
Occupancy 87.3% 90.0% 84.6% 89.2% 89.2%    
ADR $220.93 $241.26 $258.44  $275.83  275.83    
RevPAR $192.98 $217.10 $ 218.54  $246.02  246.02    
               
Room Revenue  $5,212,370  $5,863,970  $5,902,667  $6,663,118  $6,644,913 92.3% $89,796
F&B Revenue  89,677  113,401  116,676  121,054  121,054 1.7 1,636
Other Revenue 376,541 405,798 396,291 432,738 432,738 6.0 5,848
Total Revenue

$5,678,588

$6,383,169

$6,415,634

$7,216,910

$7,198,705

100.0%

$97,280

               
Total Department Expenses

1,324,926

1,420,423

1,332,156

1,480,342

1,476,486

20.5

19,953

Gross Operating Profit $4,353,662 $4,962,746 $5,083,478 $5,736,568 $5,722,219 79.5% $77,327
               
Total Undistributed Expenses

1,624,226

1,784,069

1,921,678

2,094,837

2,086,033

29.0

28,190

Profit Before Fixed Charges $2,729,436 $3,178,677 $3,161,800 $3,641,731 $3,636,186 50.5% $49,138
               
Total Fixed Charges

509,886

498,178

482,343

453,381

557,222

7.7%

7,530

               
Net Operating Income $2,219,550 $2,680,499 $2,679,457 $3,188,350 $3,078,965 42.8% $41,608
FF&E

0

0

0

0

287,948

4.0

3,891

Net Cash Flow $2,219,550 $2,680,499 $2,679,457 $3,188,350 $2,791,017 38.8% $37,716
               
NOI DSCR 1.36x 1.64x 1.64x 1.95x 1.88x    
NCF DSCR 1.36x 1.64x 1.64x 1.95x 1.71x    
NOI DY 8.6% 10.4% 10.4% 12.4% 11.9%    
NCF DY 8.6% 10.4% 10.4% 12.4% 10.8%    
               

 

Appraisal. As of the appraisal valuation date of December 22, 2016, the Hotel Wilshire Property had an “as-is” appraised value of $40,000,000.

 

Environmental Matters. According to a Phase I environmental assessment dated January 16, 2017, there was no evidence of any recognized environmental conditions at the Hotel Wilshire Property.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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HOTEL WILSHIRE

 

Market Overview and Competition. The Hotel Wilshire Property is located in Los Angeles, California, along the Wilshire Center District’s Miracle Mile, experiencing an average daily traffic count of 43,056 vehicles per day. The Hotel Wilshire Property is at the center of a deep concentration of corporate employers in the entertainment, fashion, media, technology, and financial services sectors. The immediate area also contains a wide variety of upscale dining, retail and entertainment options while having a scarcity of high-quality hotel product. According to a third party market report, within a one-mile radius of the Hotel Wilshire Property, there are approximately 3,654,680 square feet of retail space and 9,002,058 square feet of office space. Furthermore, the retail and office vacancies within the same radius are 2.0% and 11.0%, respectively. Surrounded by Hollywood, Beverly Hills, Culver City, Century City and Koreatown, the Hotel Wilshire Property benefits from an extensive base of demand drivers including its location within Museum Row, an area including the Los Angeles County Museum of Art (LACMA), the Petersen Automotive Museum, the A+D Museum, the Craft and Folk Art Museum, the George C. Page Museum, the La Brea Tar Pits And Museum and the currently expanding Academy Museum of Motion Pictures (approximately 0.3 miles east of the Hotel Wilshire Property). Other leisure destinations within close proximity include The Grove shopping promenade, CBS Television City, El Rey Theatre, Beverly Center shopping mall, Rodeo Drive, and Melrose Avenue, each located within two miles of the Hotel Wilshire Property, as well as the nightlife of the Sunset Strip. According to a third party market report, the estimated 2016 population within a one- and three-mile radius of the Hotel Wilshire Property was 48,495 and 353,330, respectively; the estimated 2016 average household income within the same radii was $101,436 and $93,174, respectively. A third party hospitality research report identified 5 other hotels within the Hotel Wilshire Property’s competitive set. Average daily rate for the competitive set has improved from $238.20 for the trailing twelve month period ending December 2014 to $270.98 for the trailing twelve month period ending December 2016, while occupancy has remained relatively stable, increasing from 86.0% to 86.4% over the same period. As a result, revenue per available room (“RevPAR”) for the competitive set has improved from $204.86 to $234.06 over the same period.

 

The following table presents certain information relating to the Hotel Wilshire Property’s competitive set:

 

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

 

 

Competitive Set

The Hotel Wilshire

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

TTM 12/31/2016 86.4% $270.98 $234.06 89.2% $274.87 $245.16 103.3% 101.4% 104.7%
TTM 12/31/2015 82.9% $251.38 $208.45 84.6% $258.27 $218.54 102.0% 102.7% 104.8%
TTM 12/31/2014 86.0% $238.20 $204.86 90.0% $241.26 $217.10 104.6% 101.3% 106.0%
  
(1)Information obtained from a third party hospitality research report dated January 18, 2017. The competitive set includes: Sixty Beverly Hills, Mosaic Hotel, The Chamberlain West Hollywood, Hilton Checkers Los Angeles, and Avalon Hotel.

 

The Borrower. The borrower is LA OSM Wilshire LLC, a California limited liability company and single purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hotel Wilshire Mortgage Loan. Michael Orwitz and the Michael Orwitz Living Trust are collectively the guarantor of certain nonrecourse carveouts under the Hotel Wilshire Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor is Michael Orwitz, the President and Founder of OSM Investment Company (“OSM”). OSM, founded in 1997, is a Los Angeles based real estate developer, investor and owner with a portfolio including two boutique hotels, 35 apartment complexes, four self-storage facilities, and seven other commercial properties. OSM has been investing in hotels since 2004, including five boutique properties in California. Mr. Orwitz is involved in direct oversight of the development, acquisition, financing and management of OSM’s real estate portfolio.

 

Escrows. The loan documents provide for upfront escrows in the amount of $32,633 for real estate taxes and $14,346 for insurance. The loan documents also provide for ongoing monthly reserves in the amount of $32,633 for real estate taxes and $4,782 for insurance. The loan documents do not require ongoing monthly deposits for FF&E reserves as long as (i) the borrower is required to deposit with the Hotel Operator an amount equal to or greater than $23,996 (adjustable by lender) on each month and (ii) the borrower provides the lender with evidence that the borrower is depositing such amounts with the Hotel Operator.

 

If, at any time, the Hotel Operator requires a Property Improvement Plan (“PIP”) under the hotel operating agreement, the borrower is required to deposit an amount equal to the 125% of the estimated costs to complete such additional PIP work. In addition, the loan documents require monthly deposits of $5,109 from origination through October 2017 for a seasonality reserve. Moreover, for each year during the loan term, should the net cash flow for the month of December produce a debt service shortfall, the borrower is required to make deposits on each monthly payment date commencing in March up to and including October, in an amount equal to the equal to one-eighth of (a) the difference of net cash flow for the month of December, less (b) the amount of any funds in the seasonality reserve account.

 

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

 

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the net cash flow debt yield falling below 8.25% (tested quarterly); (iii) the expiration or termination of the hotel operating agreement; (iv) the occurrence of an event of default by the borrower under the hotel operating agreement, or (v) the occurrence of a material event

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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HOTEL WILSHIRE

 

of default by the Hotel Operator under the hotel operating agreement. A Cash Trap Event Period will end, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the net cash flow debt yield being at least 8.5% for one calendar quarter; with regard to clause (iii), upon receipt of satisfactory evidence that the borrower has entered into a replacement hotel operating agreement; with regard to clause (iv), upon receipt of satisfactory evidence that (a) the related default has been cured, that such cure has been accepted by the Hotel Operator, and that the borrower has regained good standing status with the Hotel Operator or (b) the borrower has entered into a replacement hotel operating agreement; and regard to clause (v) upon receipt of satisfactory evidence that (a) the related default has been cured or (b) the borrower has entered into a replacement hotel operating agreement.

 

Property Management. The Hotel Wilshire Property is managed by Kimpton Hotel & Restaurant Group, LLC.

 

Assumption. The borrower has a two-time right to transfer the Hotel Wilshire Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; and (iii) the lender has received confirmation from DBRS, Fitch and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2017-RB1 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Hotel Wilshire Property. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 

Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of the Hotel Wilshire Property during the loan term. At origination, the Hotel Wilshire Property had windstorm insurance coverage.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 9.0%.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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ANAHEIM MARRIOTT SUITES

 

(graphics) 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

ANAHEIM MARRIOTT SUITES

 

(graphics) 

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 

 

 

No. 10 – Anaheim Marriott Suites
 
Loan Information   Property Information
Mortgage Loan Seller: UBS AG   Single Asset/Portfolio: Single Asset

Credit Assessment

 

(DBRS/Fitch/Moody’s):

 

NR/NR/NR   Property Type: Hospitality
Original Principal Balance(1): $24,000,000   Specific Property Type: Full Service
Cut-off Date Balance(1): $24,000,000   Location: Garden Grove, CA
% of Initial Pool Balance: 3.8%   Size: 371 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room(1): $145,553
Borrower Name: Landmark Marriott Suites, LLC   Year Built/Renovated: 2002/2016
Borrower Sponsors: Richard H. Packard; Lauren Packard; Mark B. David   Title Vesting: Fee
Mortgage Rate: 5.3952%   Property Manager: Dow Anaheim LLC
Note Date: January 27, 2017   4th Most Recent Occupancy (As of)(3): 83.6% (12/31/2012)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 83.1% (12/31/2013)
Maturity Date: February 6, 2027   2nd Most Recent Occupancy (As of): 85.2% (12/31/2014)
IO Period: 60 months   Most Recent Occupancy (As of): 86.9% (12/31/2015)
Loan Term: 120 months   Current Occupancy (As of): 88.2% (12/31/2016)
Seasoning: 1 month      
Amortization Term: 360 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Amortizing Balloon    
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $5,016,010 (12/31/2013)
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI (As of): $5,780,543 (12/31/2014)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $6,724,642 (12/31/2015)
Additional Debt(1): Yes   Most Recent NOI (As of): $6,895,618 (12/31/2016)
Additional Debt Type(1): Pari Passu      
         
      U/W Revenues: $20,320,665
      U/W Expenses: $13,418,469
      U/W NOI: $6,902,196
Escrows and Reserves(2):         U/W NCF: $5,886,707
          U/W NOI DSCR(1): 1.90x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.62x
Taxes $171,890 $66,111 NAP   U/W NOI Debt Yield(1): 12.8%
Insurance $54,892 $15,248 NAP   U/W NCF Debt Yield(1): 10.9%
FF&E Reserve $0 $8,462 NAP   As-Is Appraised Value: $83,000,000
Seasonality Reserve $0 Springing NAP   As-Is Appraisal Valuation Date: December 5, 2016
Renovation Project Funds $1,300,000 $84,624 NAP   Cut-off Date LTV Ratio(1): 65.1%
PIP Reserve $0 Springing NAP   LTV Ratio at Maturity(1): 60.3%
             

 

(1)See “The Mortgage Loan” section. All statistical financial information related to balances per room, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Anaheim Marriott Suites Whole Loan.
(2)See “Escrows” section.
(3)Information obtained from the borrower.

 

The Mortgage Loan. The mortgage loan (the “Anaheim Marriott Suites Mortgage Loan”) is part of a whole loan (the “Anaheim Marriott Suites Whole Loan”) that is evidenced by four pari passu promissory notes (Note A-1, Note A-2, Note A-3 and Note A-4) and is secured by a first mortgage encumbering a 371-room full service hotel located in Garden Grove, California (the “Anaheim Marriott Suites Property”). The Anaheim Marriott Suites Whole Loan was originated on January 27, 2017 by UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch”). The Anaheim Marriott Suites Whole Loan had an original principal balance of $54,000,000, has an outstanding principal balance of $54,000,000 as of the Cut-off Date and accrues interest at an interest rate of 5.3952% per annum. The Anaheim Marriott Suites 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 for the first 60 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Anaheim Marriott Suites Whole Loan matures on February 6, 2027.

 

The Anaheim Marriott Suites Mortgage Loan is evidenced by the non-controlling Note A-2 and Note A-4, which had an aggregate original principal balance of $24,000,000, have an aggregate outstanding principal balance of $24,000,000 as of the Cut-off Date and will be contributed to the WFCM 2017-RB1 Trust. The controlling Note A-1 and the non-controlling Note A-3, which had an aggregate original principal balance $30,000,000, were contributed to the BBCMS 2017-C1 securitization trust (collectively, the “Anaheim Marriott Suites Companion Loans”). See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—Anaheim Marriott Suites Whole Loan” in the Preliminary Prospectus

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 Cut-off Date Balance   Note Holder Controlling Interest
A-1 $20,000,000   BBCMS 2017-C1 Yes
A-2 $15,000,000   WFCM 2017-RB1 No
A-3 $10,000,000   BBCMS 2017-C1 No
A-4 $9,000,000   WFCM 2017-RB1 No
Total $54,000,000      

 

Following the lockout period, the borrower has the right to defease the Anaheim Marriott Suites Whole Loan in whole, but not in part, on any date before November 6, 2026. In addition, the Anaheim Marriott Suites Whole Loan is prepayable without penalty on or after November 6, 2026.

 

Sources and Uses

 

Sources           Uses        
Original whole loan amount $54,000,000      98.2 %   Loan payoff(1) $52,799,614   96.0 %
Borrower sponsors’ new cash contribution 971,719   1.8     Reserves 1,526,782   2.8  
            Closing costs 645,323   1.2  
Total Sources $54,971,719   100.0 %   Total Uses $54,971,719   100.0 %

 

(1)The Anaheim Marriott Suites Property was previously securitized in the LBUBS 2007-C2 transaction.

 

The Property. The Anaheim Marriott Suites Property is a 14-story, 371-room full service hotel located in Garden Grove, Orange County, California. The Anaheim Marriott Suites Property is located along Harbor Boulevard near the Disneyland Resort and the Anaheim Convention Center. The Anaheim Marriott Suites Property has 371 two-room suites, including 199 king rooms and 172 double/double rooms. Guest room amenities include living room with a sofa sleeper and separate bedroom area, two remote-controlled televisions, desk and chair, nightstand, sofa, chair, iron and ironing board, mini-refrigerator, coffee and tea maker, and wireless and high speed internet access. Deluxe suites offer a larger living space and additional amenities such as a wet-bar area with microwave and small refrigerator. Amenities at the Anaheim Marriott Suites Property include 9,727 square feet of meeting space, which includes a 7,102 square foot ballroom and six meeting rooms, a restaurant and lounge, Starbucks coffee shop, an outdoor swimming pool and whirlpool, a fitness center, a business center, a gift shop, room service, vending areas, dry cleaning services, laundry facility and valet and self-parking. The Anaheim Marriott Suites Property offers 435 surface parking spaces, resulting in a parking ratio of approximately 1.2 spaces per room. The Anaheim Marriott Suites Property features an onsite Disney Desk that provides guests with information and the ability to buy tickets for admission into the Disneyland Resort. The Anaheim Marriott Suites Property also provides a shuttle service to the Disneyland Resort that runs every 20 minutes until 11:30pm.

 

According to the borrower sponsors, from 2003 to 2016, approximately $9.1 million ($24,595 per room) was spent on capital expenditures. Improvements included approximately $1.8 million in soft good replacements in 2011, approximately $1.5 million in guest room soft good upgrades, corridor upgrades and Starbucks renovations in 2013, $723,607 in restaurant upgrades in 2015 and approximately $1.2 million in lobby renovations, bed replacements, fitness equipment and other various upgrades in 2016. Since 2013, the Anaheim Marriott Suites Property has outperformed its competitive set in occupancy, posting an average annual occupancy penetration rate of 108.7%.

 

According to the appraisal, the Anaheim Marriott Suites Property generates approximately 86% of its room revenue from transient demand, which includes both commercial and leisure transient business and 14% from meeting and group demand.

 

The Anaheim Marriott Suites Property has a franchise agreement with Marriott International, Inc., a Delaware corporation. The current franchise agreement is effective as of November 13, 2004 for a term of 30 years, with an expiration date of November 13, 2034. Among other fees, the franchise agreement provides for a royalty fee based on 6.0% of gross room revenues, a 3.0% fee based on gross food and beverage sales, and a marketing fee based on 1.0% of gross room revenues.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 Anaheim Marriott Suites Property:

 

Cash Flow Analysis

 

  2013   2014   2015   2016   U/W   % of U/W Total Revenue   U/W $ per Room
Occupancy 83.1%   85.2%   86.9%   88.2%   88.0%        
ADR $113.62   $121.65   $130.02   $130.60   $130.60        
RevPAR $94.39   $103.60   $113.03   $115.23   $114.93        
                           
Room Revenue $12,782,417   $14,028,984   $15,305,459   $15,646,723   $15,562,878   76.6%   $41,948
F&B Revenue 3,206,094   3,205,034   3,579,039   3,628,529   3,609,085   17.8   9,728
Other Revenue 748,621   879,317   1,047,845   1,154,890   1,148,701   5.7   3096
Total Revenue $16,737,132   $18,113,335   $19,932,343   $20,430,142   $20,320,665   100.0%   $54,773
                           
Total Department Expenses 5,693,986   5,890,620   6,302,839   6,478,464   6,443,748   31.7   17,369
Gross Operating Profit $11,043,146   $12,222,715   $13,629,504   $13,951,678   $13,876,916   68.3%   $37,404
                           
Total Undistributed Expenses 4,885,831   5,329,429   5,857,290   5,949,975   5,960,516   29.3                16,066
Profit Before Fixed Charges $6,157,315   $6,893,286   $7,772,214   $8,001,703   $7,916,401   39.0%   $21,338
                           
Total Fixed Charges 1,141,305   1,112,743   1,047,572   1,106,085   1,014,205   5.0                 2,734
Net Operating Income $5,016,010   $5,780,543   $6,724,642   $6,895,618   $6,902,196   34.0%   $18,604
FF&E 836,733   906,544   995,888   1,020,960   1,015,489   5.0   2,737
  Net Cash Flow $4,179,277   $4,873,999   $5,728,754   $5,874,658   $5,886,707   29.0%   $15,867
                           
NOI DSCR(1) 1.38x   1.59x   1.85x   1.90x   1.90x        
NCF DSCR(1) 1.15x   1.34x   1.58x   1.62x   1.62x        
NOI DY(1) 9.3%   10.7%   12.5%   12.8%   12.8%        
NCF DY(1) 7.7%   9.0%   10.6%   10.9%   10.9%        

 

(1)The debt service coverage ratios and debt yields are based on the Anaheim Marriott Suites Whole Loan.

 

Appraisal. As of the appraisal valuation date of December 5, 2016, the Anaheim Marriott Suites Property had an “as-is” appraised value of $83,000,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated December 16, 2016, there was no evidence of any recognized environmental conditions at the Anaheim Marriott Suites Property.

 

Market Overview and Competition. The Anaheim Marriott Suites Property is located in Garden Grove, Orange County, California, adjacent to the City of Anaheim. Anaheim is the second largest city in Orange County and the 10th most populous city in California with more than 350,000 estimated residents in 2015. Los Angeles International Airport is located approximately 25 miles northwest of the Anaheim Marriott Suites Property. The Anaheim Marriott Suites Property is located near Interstate 5, a major north/south highway providing access to San Diego, downtown Los Angeles, Sacramento and Seattle, Washington. Within a five-mile radius, the 2016 estimated population and average household income is 857,654 and $71,933, respectively. The neighborhood surrounding the property consists of the Anaheim Convention Center, amusement parks, restaurants, hotels, and retail shopping centers.

 

Walt Disney Corporation is the largest employer in Orange County and is one of the largest demand generators for the Anaheim Marriott Suites Property. Disneyland Resort, approximately 2.9 miles north of the Anaheim Marriott Suites Property, features two theme parks, three hotels, and a shopping and entertainment area. Disneyland Park, the only theme park designed and built under the direct supervision of Walt Disney, has attracted over 650 million visitors since it opened in 1955, the largest cumulative attendance of any other theme park in the world, featuring over 60 major attractions. The Disneyland property underwent a significant expansion in 2001 with the addition of Disney’s California Adventure. Disneyland Resort is currently constructing Star Wars Land, a 14-acre theme park that is slated for completion in December 2018. According to a third party report from 2016, Disneyland Park attracted approximately 18.3 million visitors in 2015, while Disney California Adventure attracted approximately 9.4 million visitors. The Anaheim market is also driven by the Anaheim Convention Center, located approximately 1.4 miles north of the Anaheim Marriott Suites Property. The Anaheim Convention Center is the largest convention center on the West Coast and is currently undergoing a 200,000 square-foot expansion project as well as the addition of a 1,350-space underground parking structure, expected to be completed in September 2017. The expansion will provide the convention center with over 1.0 million square feet of exhibit space. Other developments and attractions in the area include Universal Studios, Anaheim’s Garden Walk, Knott’s Berry Farm, the Discovery Science Center, Anaheim’s Angel Stadium and the Anaheim Regional Transportation Intermodal Center.

 

There is currently a 352-room, select service Cambria Suites hotel under construction located approximately 1.7 miles northeast of the Anaheim Marriott Suites Property, with an estimated delivery date in January 2019, and a 466-room, full service JW Marriott hotel under construction located approximately 1.4 miles northeast of the Anaheim Marriott Suites Property, with an estimated delivery date in January 2020. The appraisal considers these hotels as secondary competition given the expected lower select service level of the Cambria Suites along with its location off of Harbor Boulevard and the luxury, full service level of the JW Marriott. The appraisal does not identify any additional properties that are currently under construction that are expected to be competitive with the Anaheim Marriott Suites Property.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 Anaheim Marriott Suites Property’s competitive set:

 

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

 

           
 

Competitive Set

 

Anaheim Marriott Suites

 

Penetration Factor

Year

Occupancy

ADR

 

RevPAR

 

Occupancy

 

ADR

 

RevPAR

 

Occupancy

 

ADR

 

RevPAR

11/30/2016 TTM 81.3% $145.35   $118.12   87.9%   $132.04   $116.04   108.1%   90.8%   98.2%
11/30/2015 TTM 79.8% $142.09   $113.38   86.8%   $131.48   $114.18   108.8%   92.5%   100.7%
11/30/2014 TTM 76.8% $131.68   $101.16   84.6%   $121.20   $102.51   110.1%   92.0%   101.3%

 

(1)Information obtained from a third party hospitality report dated December 19, 2016. The competitive set includes the following hotels: Doubletree Anaheim Orange County, Sheraton Park Hotel at The Anaheim Resort, Hyatt Regency Orange County, Embassy Suites Anaheim Orange, Wyndham Anaheim Garden Grove and Embassy Suites Anaheim South.

 

The Borrower. The borrower, Landmark Marriott Suites, LLC, is a special-purpose entity and Delaware limited liability company, with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Anaheim Marriott Suites Whole Loan. Mark B. David, Richard H. Packard and Lauren Packard are the guarantors of certain nonrecourse carveouts under the Anaheim Marriott Suites Whole Loan. They are also the guarantors under the completion guaranty that was delivered in connection with the Anaheim Marriott Suites Whole Loan.

 

The Borrower Sponsors. The borrower sponsors are Mark B. David, Richard H. Packard and Lauren Packard. Mark B. David is the Chairman and CEO of Landmark Companies, LLC (“Landmark”), a diversified real estate development company founded in 1982. Landmark develops thousands of single family homes, condominiums, apartment units, hotel rooms, seniors’ master planned golf course communities and various other senior housing. Landmark is currently a franchisee of Marriott International, Hilton Hotels Corporation and Starbucks. Richard H. Packard is currently the President and Chief Operating Officer of Landmark and is responsible for the day to day management of the company.

 

Escrows. The loan documents provide for upfront reserves in the amount of $171,890 for real estate taxes, $54,892 for insurance premiums and $1,300,000 for the construction, development, replacement, renovation, and/or rehabilitation of improvements at the property in order to comply with the borrower’s responsibilities under the franchise agreement (the “Renovation Project Work”). Additionally, the loan documents require monthly deposits of $66,111 for real estate taxes, $15,248 for insurance premiums and a FF&E reserve equal to the applicable FF&E Reserve Monthly Deposit (as defined below). Beginning in the calendar year 2017, monthly seasonality reserve payments in the amount of $14,167 will be collected in the months of March, April, May, June, July and August. Beginning in the calendar year 2018 and thereafter, the seasonality reserve will be recalculated annually based on the most recent trailing 12-month financials, and replenished (if necessary) to the recalculated amount through as many monthly deposits as are required in March through August of the following year.

 

In the event the borrower is required to complete a property improvement plan, the borrower is required to deposit 110.0% of any amounts reasonably estimated by the lender to complete the plan. On each monthly payment date during a PIP Triggering Event (as defined below), any amount deposited in the PIP reserve will be held by the lender as additional collateral for the Anaheim Marriott Suites Whole Loan.

 

On a monthly basis, the borrower is required to deposit renovation project funds for the construction, development, replacement, renovation and/or rehabilitation of the improvements at the Anaheim Marriott Suites Property in connection with the satisfaction, maintenance, conformity and compliance by the borrower of its responsibilities under the franchise agreement relating to Marriott’s standards (a) prior to the Renovation Project Completion Date (as defined below), 1/12 of 5.0% of gross revenues from operations at the property for the immediately preceding calendar year as determined by the lender and (b) on the monthly payment date of the month that is 24 months prior to the completion date as set forth in the renovation plans and on each monthly payment date thereafter until (i) the amount in the renovation project account equals or exceeds 110% of the remaining renovation project costs (provided that the borrower shall be given credit for the 12 months of scheduled monthly deposits to such account that follow such excess cash sweep commencement date) or (ii) the borrower posts with the lender, a letter of credit in an amount equal to the renovation project shortfall (prior to the occurrence of (i) or (ii), collectively, a “Renovation Project Excess Cash Flow Triggering Event” and the occurrence of (i) or (ii), collectively, a “Renovation Project Excess Cash Flow Triggering Event Cure Date”), an additional amount equal to the renovation project excess cash flow, of which sums shall be held by the lender as additional collateral for the Anaheim Marriott Suites Whole Loan. In addition, the guarantors have provided a completion guaranty in connection with the renovation project, and have agreed to maintain a combined minimum net worth and liquidity of $30.0 million and $5.0 million, respectively.

 

The “FF&E Reserve Monthly Deposit” means an amount equal to the greater of (a) 1/12 of (i) 0.5% of gross revenues from operations at the property for the immediately preceding calendar year as determined by the lender, prior to the Renovation Project Completion Date and (ii) 5.0% of gross revenues from operations at the property for the immediately preceding calendar year as determined by the lender, on or after the Renovation Project Completion Date and (b) the aggregate amount, if any, required to be reserved under the management agreement and/or franchise agreement for annual capital expenditures set forth in the approved annual budget or as approved by the lender.

 

A “PIP Triggering Event” will commence upon any of the following: (i) the franchisor giving notice of its intent to terminate the franchise agreement; (ii) an event of default under the franchise agreement; (iii) a bankruptcy or insolvency of the franchisor; (iv) the date that is 18 months prior to the then applicable expiration date under the franchise agreement; or (v) the requirement of any PIP work. A PIP Trigger Event will end with respect to clauses (i) and (iv) above, when the borrower replaces the franchisor with a

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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qualified franchisor pursuant to the replacement franchise agreement and the borrower completes any PIP work required under the replacement franchise agreement, with respect to clause (ii) above, when such event of default has been cured, with respect to clause (iii) above, when such bankruptcy or insolvency petition has been discharged, stayed or dismissed within 120 days of such filing among other conditions, and with respect to clause (v) above, the deposit of 110% of the estimated cost to perform such PIP work.

 

The “Renovation Project Completion Date” means (i) the completion of the Renovation Project Work in accordance with the loan documents; (ii) the receipt by the lender of evidence satisfactory to the lender that confirms the franchisor has approved and accepted the completion of the Renovation Project Work; and (iii) the borrower pays in full, all costs and expenses related to the performance and/or completion of the Renovation Project Work.

 

Lockbox and Cash Management. The Anaheim Marriott Suites Whole Loan is structured with a lender-controlled hard lockbox and springing cash management. At origination, the borrower and property manager were required to deliver written instructions to both tenants and credit card companies to deposit all revenues into the lockbox account controlled by the lender. In the absence of a Triggering Event (as defined below), the funds in the lockbox account will be swept daily into an account controlled by the borrower. Upon the occurrence of a Triggering Event, all funds on deposit in the lockbox account are swept on a daily basis into a cash management account controlled by the lender and disbursed during each interest period of the term of the Anaheim Marriott Suites Whole Loan in accordance with the Anaheim Marriott Suites Whole Loan documents.

 

A “Triggering Event” will commence upon any of the following: (i) an event of default; (ii) any bankruptcy action by the borrower, guarantors or property manager; (iii) the debt service coverage ratio based on the trailing 12-month period immediately preceding the date of determination falling below 1.20x; (iv) a PIP Triggering Event; or (v) a Renovation Project Excess Cash Flow Triggering Event. A Triggering Event will end with respect to clause (i) above, when such event of default has been cured, with respect to clause (ii) above, when such bankruptcy petition has been discharged, stayed or dismissed within 120 days of such filing among other conditions for the borrower or guarantor and within 120 days for the property manager, with respect to clause (iii) above, upon the debt service coverage ratio being greater than 1.25x for two consecutive quarters, with respect to clause (iv) above, when such PIP Triggering Event has been cured, and with respect to clause (v) above, the occurrence of the Renovation Project Excess Cash Flow Trigger Event Cure Date.

 

Property Management. The Anaheim Marriott Suites Property is managed by Dow Anaheim LLC, a subsidiary of Dow Hotel Company, LLC, each a Washington limited liability company.

 

Assumption. The borrower has the right to transfer the Anaheim Marriott Suites 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 satisfies 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 DBRS, Fitch and Moody’s stating that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings to the Series 2017-RB1 Certificates and similar confirmations from each rating agency rating securities backed by any of the Anaheim Marriott Suites Companion Loans.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Additional Secured Indebtedness. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

Terrorism Insurance. The Anaheim Marriott Suites 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 Anaheim Marriott Suites 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, 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.

 

“Terrorism Cap” means an amount equal to 200% of the then-current annual insurance premiums payable by the borrower for the policies insuring only the Anaheim Marriott Suites Property on a stand-alone basis.

 

Earthquake Insurance. The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 11.0%.

 

THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 2017-RB1 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

  

Barclays Capital Inc.
   
Daniel Vinson Tel. (212) 528-8224
   
Brian Wiele Tel. (212) 412-5780
   
Brian La Belle Tel. (212) 526-1809

  

SG Americas Securities, LLC
   
Adam Ansaldi Tel. (212) 278-6126
   
Jim Barnard Tel. (212) 278-6263    
   
John Caputo Tel. (212) 278-5086
   
Warren Geiger Tel. (212) 278-5692

  

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 COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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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