FWP 1 n1311_x2-pretts.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206677-26
     

 

   

 

Free Writing Prospectus

Collateral Term Sheet

 

$944,189,953

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

BANK 2018-BNK13

as Issuing Entity

Wells Fargo Commercial Mortgage Securities, Inc.

as Depositor

 

Morgan Stanley Mortgage Capital Holdings LLC

Bank of America, National Association

Wells Fargo Bank, National Association

National Cooperative Bank, N.A.

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates
Series 2018-BNK13

 

July 12, 2018

WELLS FARGO
SECURITIES

BofA MERRILL

LYNCH

MORGAN

STANLEY

     

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

Co-Lead Manager and

Joint Bookrunner

     

Academy Securities, Inc.

Co-Manager

 

Drexel Hamilton

Co-Manager

 

 

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-206677) 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herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.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.

This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended) and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.

STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

This free writing prospectus contains certain forward-looking statements. If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

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

The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.

The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) any representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

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

 

 

 

BANK 2018-BNK13 Transaction Highlights

Transaction Highlights

Mortgage Loan Sellers:

Mortgage Loan Seller

 

Number
of
Mortgage
Loans

 

Number of
Mortgaged
Properties

 

Aggregate Cut-off Date
Balance

 

% of Initial
Pool
Balance

Morgan Stanley Mortgage Capital Holdings LLC  10   11   $299,324,882   31.7%
Bank of America, National Association  18   35   295,234,992   31.3 
Wells Fargo Bank, National Association  14   14   282,684,503   29.9 
National Cooperative Bank, N.A.  20   20   66,945,577   7.1 

Total

  62   80   $944,189,953   100.0%

 

Loan Pool:

Initial Pool Balance: $944,189,953
Number of Mortgage Loans: 62
Average Cut-off Date Balance per Mortgage Loan: $15,228,870
Number of Mortgaged Properties: 80
Average Cut-off Date Balance per Mortgaged Property(1): $11,802,374
Weighted Average Mortgage Interest Rate: 4.557%
Ten Largest Mortgage Loans as % of Initial Pool Balance: 57.2%
Weighted Average Original Term to Maturity or ARD (months): 112
Weighted Average Remaining Term to Maturity or ARD (months): 110
Weighted Average Original Amortization Term (months)(2): 301
Weighted Average Remaining Amortization Term (months)(2): 299
Weighted Average Seasoning (months): 2

 

(1)Information regarding mortgage loans secured by multiple properties is based on an allocation according to relative appraised values or the allocated loan amounts or property-specific release prices set forth in the related loan documents or such other allocation as the related mortgage loan seller deemed appropriate.
(2)Excludes any mortgage loan that does not amortize.

 

Credit Statistics:

Weighted Average U/W Net Cash Flow DSCR(1): 2.28x
Weighted Average U/W Net Operating Income Debt Yield(1): 13.3%
Weighted Average Cut-off Date Loan-to-Value Ratio(1): 54.4%
Weighted Average Balloon or ARD Loan-to-Value Ratio(1): 48.3%
% of Mortgage Loans with Additional Subordinate Debt(2): 14.6%
% of Mortgage Loans with Single Tenants(3): 12.4%

 

(1)With respect to any mortgage loan that is part of a whole loan, loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). For mortgaged properties securing residential cooperative mortgage loans, the debt service coverage ratio and debt yield for each such mortgaged property are calculated using U/W Net Operating Income or U/W Net Cash Flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the cut-off date, and the loan-to-value ratio is calculated based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property. The debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” in the Preliminary Prospectus and Annex A-1 to the Preliminary Prospectus.
(2)Fifteen (15) of the mortgage loans, each of which is secured by a residential cooperative property, currently have in place subordinate secured lines of credit to the related mortgage borrowers that permit future advances (such loans, collectively, the “Subordinate Coop LOCs”). The percentage figure expressed as “% of Mortgage Loans with Additional Subordinate Debt” is determined as a percentage of the initial pool balance and does not take into account any future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness” and “Description of the Mortgage Pool—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives” in the Preliminary Prospectus.
(3)Excludes mortgage loans that are secured by multiple single tenant properties.

 

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

 

3 

 

BANK 2018-BNK13 Characteristics of the Mortgage Pool

Summary of the Whole Loans

Property Name

Mortgage

Loan Seller in BANK 2018-BNK13

Note(s)(1) Original Balance Holder of Note Lead Servicer
for Whole Loan

Master Servicer Under

Lead Securitization

Servicing Agreement

Special Servicer Under 
Lead Securitization
Servicing Agreement
1745 Broadway WFB A-1, A-2, A-3, A-4 $175,000,000 WFCM 2018-1745 Yes

Wells Fargo Bank, National

Association

AEGON USA Realty Advisors, LLC
A-5, A-6 $94,000,000 BANK 2018-BNK13 No
A-7, A-8 $50,000,000 WFB No
Griffin Portfolio II BANA A-1-1, A-1-2-2 $85,000,000 BANK 2018-BNK13 Yes Wells Fargo Bank, National Association Torchlight Loan Services, LLC
A-1-2-1, A-2-2-1 $80,000,000 MSC 2018-H3 No
A-2-1 $60,000,000 KeyBank National Association No
A-2-2-2, A-2-3 $25,000,000 UBS 2018-C11 No
Pfizer Building MSMCH A-1, A-4, A-5 $65,000,000 BANK 2018-BNK13 Yes Wells Fargo Bank, National Association Torchlight Loan Services, LLC
A-2 $30,000,000 MSBNA No
A-3 $30,000,000 MSBNA No
Showcase II WFB A-1 $50,000,000 BANK 2018-BNK13 Yes Wells Fargo Bank, National Association Torchlight Loan Services, LLC
A-2 $33,000,000 WFB No
A-3 $45,000,000 WFB No
Plaza Frontenac MSMCH A-1 $60,000,000 MSBNA(2) Yes(2) Wells Fargo Bank, National Association Torchlight Loan Services, LLC
A-2 $40,000,000 BANK 2018-BNK13 No
Town Center Aventura WFB A-1 $40,000,000 BANK 2018-BNK13 Yes Wells Fargo Bank, National Association Torchlight Loan Services, LLC
A-2 $40,000,000 WFB No
Fair Oaks Mall BANA A-1-1 $80,000,000 BANK 2018-BNK12 Yes Wells Fargo Bank, National Association AEGON USA Realty Advisors, LLC
A-1-2 $33,750,000 BANK 2018-BNK13 No
A-2-1, A-2-2, A-2-3 $61,250,000 Barclays Bank PLC No
B-1, B-2 $85,000,000 Annaly CRE LLC No
Anderson Towne
Center
MSMCH A-1 $25,000,000 BANK 2018-BNK13 Yes Wells Fargo Bank, National Association Torchlight Loan Services, LLC
A-2 $17,415,000 MSBNA No
                 
(1)No assurance can be provided that any unsecuritized note will not be split further.
(2)The related whole loan is serviced under the BANK 2018-BNK13 pooling and servicing agreement until the securitization of the related control note, after which the related whole loan will be serviced under the pooling and servicing agreement governing such securitization of the related control note. The master servicer and special servicer for such securitization will be identified in a notice, report or statement to holders of the BANK 2018-BNK13 certificates after the closing of such securitization.

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

 

4 

 

BANK 2018-BNK13 Characteristics of the Mortgage Pool

Summary of the Whole Loans (continued)

Property Name

Mortgage

Loan Seller in BANK 2018-BNK13

Note(s)(1) Original Balance Holder of Note Lead Servicer
for Whole Loan

Master Servicer Under

Lead Securitization

Servicing Agreement

Special Servicer Under Lead Securitization Servicing Agreement
181 Fremont Street WFB A-1, A-4 $80,000,000 BMARK 2018-B4 Yes Wells Fargo Bank, National Association CWCapital Asset Management LLC
A-2 $58,000,000 BANK 2018-BNK12 No
A-3 $22,000,000 BANK 2018-BNK13 No
A-5 $40,000,000 Deutsche Bank AG, New York Branch No
A-6-1 $30,000,000 WFCM 2018-C44 No
A-6-2 $20,000,000 WFCM 2018-C45 No
Shoppes at Chino Hills MSMCH A-1 $40,000,000 MSC 2018–H3 Yes Wells Fargo Bank, National Association LNR Partners, LLC
A-2 $22,000,000 BANK 2018–BNK13 No
A-3, A-4 $48,000,000 MSBNA No
CoolSprings Galleria WFB A-1, A-2 $90,000,000 BANK 2018-BNK12 Yes Wells Fargo Bank, National Association Midland Loan Services, a Division of PNC Bank, National Association
A-3 $20,000,000 WFCM 2018-C45 No
A-4-1 $15,000,000 BANK 2018-BNK13 No
A-4-2 $30,000,000 WFB No
(1)No assurance can be provided that any unsecuritized note will not be split further.

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

 

5 

 

BANK 2018-BNK13 Characteristics of the Mortgage Pool

Property Type Distribution(1) 

 

 

 

  Property Type Number of Mortgaged Properties Aggregate
Cut-off Date
Balance ($)
% of Initial
Pool
Balance (%)
Weighted Average Cut-
off Date LTV
Ratio (%)
Weighted Average
Balloon or
ARD LTV
Ratio (%)
Weighted Average
U/W NCF
DSCR (x)
Weighted Average
U/W NOI
Debt Yield
(%)
Weighted Average U/W
NCF Debt
Yield (%)
Weighted Average Mortgage Rate (%)
Office 13 $355,798,671 37.7% 56.8% 45.7% 2.11x 12.1% 11.7% 4.182%
CBD 5 228,430,000 24.2    54.0    37.4    2.12 13.0    12.8    4.026   
Suburban 5 114,478,671 12.1    62.0    60.7    2.08 10.5    9.7    4.441   
Medical 3 12,890,000 1.4    60.9    60.9    2.10 10.7    9.9    4.641   
Retail 24 326,273,600 34.6    56.2    53.9    1.85 10.0    9.5    4.736   
Anchored 5 195,871,433 20.7    59.3    57.8    1.67 8.6    8.3    4.802   
Super Regional Mall 2 48,588,898 5.1    36.9    32.6    2.59 15.8    15.0    4.437   
Single Tenant 13 36,381,600 3.9    59.1    59.1    2.12 9.6    9.3    4.320   
Lifestyle Center 1 22,000,000 2.3    62.5    62.5    1.55 8.5    8.1    5.175   
Movie Theater 1 16,474,261 1.7    62.6    46.8    1.45 10.7    10.1    4.930   
Shadow Anchored 1 3,960,000 0.4    54.2    54.2    2.23 11.4    11.0    4.840   
Unanchored 1 2,997,408 0.3    58.8    54.9    1.59 11.6    11.3    5.840   
Multifamily 30 104,959,297 11.1    32.0    28.5    4.53 27.3    26.7    4.600   
Cooperative 20 66,945,577 7.1    19.9    16.2    5.99 36.5    35.8    4.399   
Garden 10 38,013,720 4.0    53.4    50.0    1.95 11.0    10.5    4.954   
Hospitality 6 95,150,646 10.1    64.1    58.8    2.10 14.8    12.9    5.351   
Full Service 1 40,000,000 4.2    61.3    61.3    2.42 16.2    13.8    5.600   
Limited Service 3 25,825,646 2.7    69.1    57.8    1.82 13.4    12.0    5.222   
Select Service 1 16,225,000 1.7    59.9    54.3    1.79 13.0    11.7    5.110   
Extended Stay 1 13,100,000 1.4    67.9    58.9    2.07 15.2    13.6    5.145   
Industrial 4 47,263,187 5.0    56.3    53.1    2.05 11.1    10.1    4.348   
Warehouse/Distribution 2 35,734,000 3.8    60.2    60.2    2.01 9.3    8.8    4.315   
Flex 1 8,229,187 0.9    47.0    28.8    1.97 17.6    14.7    4.280   
Warehouse 1 3,300,000 0.3    36.9    36.9    2.68 14.1    13.3    4.880   
Other 1 10,000,000 1.1    46.3    46.3    2.01 9.9    9.8    4.810   
Parking Garage 1 10,000,000 1.1    46.3    46.3    2.01 9.9    9.8    4.810   
Self Storage 2 4,744,552 0.5    50.7    33.9    1.53 13.0    12.7    4.978   
Self Storage 2 4,744,552 0.5    50.7    33.9    1.53 13.0    12.7    4.978   
Total/Weighted Average: 80 $944,189,953 100.0% 54.4% 48.3% 2.28x 13.3% 12.6% 4.557%
                     

(1)Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated amounts (allocating the principal balance of the mortgage loan to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents or such other allocation as the related mortgage loan seller deemed appropriate). For mortgaged properties securing residential cooperative mortgage loans, the debt service coverage ratio and debt yield for each such mortgaged property is calculated using U/W Net Operating Income or U/W Net Cash Flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, reflected in the most recent appraisal obtained by or otherwise in the possession of the related mortgage loan seller as of the cut-off date and the loan-to-value ratio, is calculated based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property. With respect to any mortgage loan that is part of a whole loan, the loan-to-value ratio, debt service coverage ratio and debt yield calculations include the related pari passu companion loan(s) but exclude any related subordinate companion loan(s) (unless otherwise stated). With respect to each mortgage loan, debt service coverage ratio, debt yield and loan-to-value ratio information do not take into account any subordinate debt (whether or not secured by the related mortgaged property) that currently exists or is allowed under the terms of such mortgage loan. See Annex A-1 to the Preliminary Prospectus.

 

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

 

6 

 

 

No. 1 – 1745 Broadway
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/S&P): [BBB(high)/BBB-sf/A]   Property Type: Office
Original Principal Balance(1): $94,000,000   Specific Property Type: CBD
Cut-off Date Balance(1): $94,000,000   Location: New York, NY
% of Initial Pool Balance: 9.96%   Size: 684,515 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF(1): $466.02
Borrower Name: 1745 Broadway Owner, LLC   Year Built/Renovated: 2003/NAP
Borrower Sponsor: QSuper Board as trustee for QSuper   Title Vesting(3): Leasehold
Mortgage Rate: 3.7680%   Property Manager: Cushman & Wakefield U.S., Inc.
Note Date: May 24, 2018   4th Most Recent Occupancy (As of): 100.0% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 100.0% (12/31/2015)
Maturity Date: June 11, 2028   2nd Most Recent Occupancy (As of): 100.0% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy (As of): 100.0% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (7/1/2018)
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(4): NAV
Call Protection: L(26),GRTR 1% or YM or D(87),O(7)   3rd Most Recent NOI(4): NAV
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI(4): NAV
Additional Debt(1): Yes   Most Recent NOI(4): NAV
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $60,711,276
      U/W Expenses: $23,764,145
Escrows and Reserves(2):     U/W NOI: $36,947,131
          U/W NCF: $36,605,053
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR(1): 3.03x
Taxes $0 Springing NAP   U/W NCF DSCR(1): 3.00x
Insurance $0 Springing NAP   U/W NOI Debt Yield(1): 11.6%
Replacement Reserves $0 Springing NAP   U/W NCF Debt Yield(1): 11.5%
TI/LC Reserves $0 Springing NAP   As-Is Appraised Value: $632,000,000
Upfront TI/LC Reserve $21,981,606 $0 NAP   As-Is Appraisal Valuation Date: April 18, 2018
Rent Concession Reserve $16,184,976 $0 NAP   Cut-off Date LTV Ratio(1): 50.5%
Ground Rent Reserve $0 Springing NAP   LTV Ratio at Maturity or ARD(1): 50.5%
             

 

(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 1745 Broadway Whole Loan (as defined below).

(2)See “Escrows” section.

(3)See “Ground Lease” section.

(4)See “Cash Flow Analysis” section.

 

The Mortgage Loan. The mortgage loan (the “1745 Broadway Mortgage Loan”) is part of a whole loan (the “1745 Broadway Whole Loan”) evidenced by eight pari passu notes secured by a first mortgage encumbering the leasehold interest in a 684,515 square foot office portion of a 52-story, LEED-certified, class A tower located in New York, New York (the “1745 Broadway Property”). The 1745 Broadway Whole Loan was originated on May 24, 2018 by Wells Fargo Bank, National Association. The 1745 Broadway Whole Loan had an original principal balance of $319,000,000, has an outstanding principal balance as of the Cut-off Date of $319,000,000 and accrues interest at an interest rate of 3.7680% per annum. The 1745 Broadway Whole Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of interest only through the loan term. The 1745 Broadway Whole Loan matures on June 11, 2028.

 

The non-controlling Notes A-5 and A-6, which will be contributed to the BANK-2018-BNK13 securitization trust, had an original aggregate principal balance of $94,000,000 and have an outstanding aggregate principal balance as of the Cut-off Date of $94,000,000. The controlling Note A-1 and the non-controlling Notes A-2, A-3 and A-4 had an aggregate original principal balance of $175,000,000 and were contributed to the WFCM 2018-1745 securitization trust. The remaining non-controlling Notes A-7 and A-8, which had an aggregate original principal balance of $50,000,000, are currently held by Wells Fargo Bank, National Association and are expected to be contributed to future securitization trusts. The mortgage loans evidenced by Notes A-1, A-2, A-3, A-4, A-7 and A-8 are collectively referred to herein as the “1745 Broadway Companion Loans”. The lender provides no assurances that any non-

 

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

 

7 

 

 

1745 Broadway

 

securitized pari passu notes will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $50,000,000   WFCM 2018-1745 Yes
A-2 $50,000,000   WFCM 2018-1745 No
A-3 $50,000,000   WFCM 2018-1745 No
A-4 $25,000,000   WFCM 2018-1745 No
A-5 $50,000,000   BANK 2018-BNK13 No
A-6 $44,000,000   BANK 2018-BNK13 No
A-7 $30,000,000   Wells Fargo Bank, National Association No
A-8 $20,000,000   Wells Fargo Bank, National Association No
Total $319,000,000      

 

At any time after the earlier of (i) June 11, 2021 and (ii) two years from the closing date of the securitization that includes the last pari passu note of the 1745 Broadway Whole Loan to be securitized, the borrower has the right to either (a) defease the 1745 Broadway Whole Loan in whole, but not in part, or (b) prepay the 1745 Broadway Whole Loan in whole, but not in part, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the principal amount being prepaid. No prepayment premium shall apply on or after December 11, 2027. The assumed lockout period of 26 payments is based on the closing date of this transaction in August 2018.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $319,000,000   50.0% Purchase price $633,000,000    99.2%
Borrower sponsor’s new cash equity 318,950,998    50.0   Seller Credit (37,885,153)(1)   (5.9)
          Upfront reserves 38,166,582   6.0
          Closing costs 4,669,569   0.7
Total Sources $637,950,998 100.0% Total Uses $637,950,998   100.0%

 

(1)The Seller Credit represents unfunded tenant improvements and free rent periods at the time of the borrower sponsor’s acquisition.

 

The Property. The 1745 Broadway Property is a 684,515 square foot, 25-story, LEED-certified, class A office portion of a 52-story mixed-use tower (the “1745 Broadway Tower”) located in New York, New York, occupying the entire block front between West 55th and West 56th Streets. Constructed in 2003 and situated on a 0.7-acre site, the 1745 Broadway Property is part of a larger tower that also contains residential and retail components (which do not serve as collateral for the 1745 Broadway Whole Loan), which each have dedicated entrances and mechanical systems. As of July 1, 2018, the 1745 Broadway Property was 100.0% occupied by three tenants. Approximately 92.2% of the net rentable area and 90.8% of underwritten base rent at the 1745 Broadway Property is attributed to investment grade tenants.

 

The 1745 Broadway Property is situated on floors 2 through 25 of the 1745 Broadway Tower and has a dedicated lobby entrance on Broadway as well as various mechanical and stonvorage areas in the subceller, cellar and 26th floor mezzanines. Additional features include virtually column-free floorplates for large-format single users, 13-foot standard slab-to-slab ceiling heights, floor-to-ceiling windows and approximately 8,500 square feet of useable outdoor terrace space across multiple floors. The non-collateral retail component of the 1745 Broadway Tower comprises 60,876 square feet of ground floor retail space as well as below-grade parking for 124 vehicles and dedicated vehicular/freight elevators. The non-collateral residential component of the 1745 Broadway Tower consists of 111 luxury condominium units known as Park Imperial condominiums with recent average sale prices of approximately $3,000 per square foot. The entrance and lobby for the residential component are situated along West 56th Street.

 

Since its completion in 2003, the 1745 Broadway Property has served as the global headquarters for Penguin Random House, LLC (“PRH”) or its predecessor. PRH is the largest tenant at the 1745 Broadway Property and accounts for 88.2% of the net rentable area and 86.5% of the underwritten base rent with a June 2033 lease expiration. PRH was formed in 2013 when Random House merged with The Penguin Group, creating the largest consumer book publisher in the world. PRH is the fifth largest book publisher globally, and is majority owned by the German media conglomerate Bertelsmann SE & Co. KGaA (rated BBB+/Baa1/BBB+ by Fitch/Moody’s/S&P), which is publicly traded on the Frankfurt Stock Exchange and guarantees PRH’s lease at the 1745 Broadway Property. PRH comprises approximately 250 editorially independent individual publishers on six continents that together publish approximately 15,000 new books each year. PRH is expected to consolidate certain New York City operations to the 1745 Broadway Property, including legacy locations (345 and 375 Hudson Street) from prior to its 2013 merger with Random House. By 2019, PRH anticipates employing approximately 2,400 employees at the 1745 Broadway Property. PRH executed a 15-year lease renewal in August 2016 that commenced July 1, 2018.

 

The second largest tenant at the 1745 Broadway Property is PDT Partners, LLC (“PDT Partners”), which accounts for 7.8% of the net rentable area and 9.2% of underwritten base rent with a June 2020 lease expiration. PDT Partners is a global asset management firm with more than $4.0 billion of assets under management. Founded by Peter Muller in 1993 as a quantitative proprietary trading group within Morgan Stanley, PDT Partners became an independent investment manager in 2013. PDT Partners has approximately 150 investment professionals with offices in New York and London. PDT Partners has been a tenant at the 1745 Broadway Property since October 2011.

 

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

 

8 

 

 

1745 Broadway

 

The third largest tenant at the 1745 Broadway Property is Bertelsmann, Inc. (“Bertelsmann”), which is the parent company of PRH. Founded in 1835, Bertelsmann is a media conglomerate employing approximately 119,000 people globally. Bertelsmann’s principal subsidiaries include the RTL Group (a European television broadcaster operating in 30 countries) and PRH. In addition, Bertelsmann owns magazine publisher Gruner + Jahr, services unit Arvato, the music business BMG, Bertelsmann Printing Group, Bertelsmann Education Group and Bertelsmann Investments (an international network of funds). Bertelsmann’s lease is fully guaranteed by investment grade-rated Bertelsmann SE & Co. KGaA. Bertelsmann executed a 15-year lease renewal in August 2016 that commenced July 1, 2018.

 

Condominium Regime. The 1745 Broadway Property and the retail component of the 1745 Broadway Tower, together, are known as The Random House Condominium. The 1745 Broadway Property has a 92.5% undivided interest in the common elements of The Random House Condominium, with the remaining 7.5% interest owned by the owners of the retail component. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium and Other Shared Interests” in the Preliminary Prospectus.

 

The following table presents certain information relating to the tenancy at the 1745 Broadway Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/
Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF Annual
U/W Base Rent
% of Total Annual U/W Base Rent Lease
Expiration
Date
Penguin Random House, LLC (“PRH”) BBB+/Baa1/BBB+ 603,650 88.2% $78.15(2)(3) $47,172,630(2)(3) 86.5% 6/30/2033(4)(5)
PDT Partners, LLC NR/NR/NR 53,490 7.8% $94.00(6) $5,028,060 9.2% 6/30/2020(7)
Bertelsmann, Inc. BBB+/Baa1/BBB+ 27,375 4.0% $85.00(8)(9) $2,326,875(8)(9) 4.3% 6/30/2033(10)
Total Major Tenant 684,515 100.0% $79.66 $54,527,565 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total 684,515 100.0%        
               

 

(1)The ratings shown are for Bertelsmann SE & Co. KGaA, which guarantees the PRH and Bertelsmann leases.

(2)The Annual U/W Base Rent PSF and Annual U/W Base Rent shown represent PRH’s current contractual rental rate. Commencing on July 1, 2023, PRH’s annual base rent will increase to $51,191,299 ($84.80 per square foot) and commencing on July 1, 2028, PRH’s annual base rent will increase to $54,589,325 ($90.43 per square foot). The lender’s underwriting gives separate credit for straight-line rent averaging over the remaining lease term for PRH and Bertelsmann (see “Cash Flow Analysis” section).

(3)PRH is currently in a full rent abatement period through April 2019 for only the leased premises on floors 16-19 and 21-23 (such abatement accounting for 36.2% of the tenant’s underwritten base rent). All remaining rent credits and abatements were reserved at the origination of the 1745 Broadway Whole Loan (see “Escrows” section).

(4)PRH has one 5-year renewal option, with 24 months’ notice, at the fair market rental rate.

(5)PRH has a one-time right to contract its leased premises by the entire rentable area of the 23rd floor (27,375 rentable square feet; 4.5% of the tenant’s total net rentable area) effective June 30, 2023. With respect to the contraction option, PRH is required to provide 12 months’ notice, not be in default under its lease at the time of notice and pay a contraction fee of $1,002,746.

(6)Annual U/W Base Rent PSF and Annual U/W Base Rent include the $213,960 contractual rent step for PDT Partners in July 2019.

(7)PDT Partners has one 1-year renewal option, with 10 months’ notice, at the base rental rate of $98.00 per square foot.

(8)The Annual U/W Base Rent PSF and Annual U/W Base Rent shown represent Bertelsmann’s current contractual rental rate. Commencing on July 1, 2023, Bertelsmann’s annual base rent will increase to $2,518,500 ($92.00 per square foot) and commencing on July 1, 2028, Bertelsmann’s annual base rent will increase to $2,710,125 ($99.00 per square foot). The lender’s underwriting gives separate credit for straight-line rent averaging over the remaining lease term for PRH and Bertelsmann (see “Cash Flow Analysis” section).

(9)Bertelsmann is currently in a full rent abatement period through April 2019. All remaining rent credits and abatements were reserved at the origination of the 1745 Broadway Whole Loan (see “Escrows” section).

(10)Bertelsmann has one 5-year renewal option, with 24 months’ notice, at the fair market rental rate.

 

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

 

9 

 

 

1745 Broadway

 

The following table presents certain information relating to the lease rollover schedule at the 1745 Broadway Property:

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
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 1 53,490 7.8% 53,490 7.8% $5,028,060 9.2% $94.00
2021 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2022 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2023 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2024 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2025 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2026 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2027 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
2028 0 0 0.0% 53,490 7.8% $0 0.0% $0.00
Thereafter 2 631,025 92.2% 684,515 100.0% $49,499,505 90.8% $78.44
Vacant 0 0 0.0% 684,515 100.0% $0 0.0% $0.00
Total/Weighted Average 3 684,515 100.0%     $54,527,565 100.0% $79.66

 

(1)Information obtained from the underwritten rent roll.

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

 

The following table presents historical occupancy percentages at the 1745 Broadway Property:

 

Historical Occupancy

 

12/31/2014(1)

 

12/31/2015(1)

 

12/31/2016(1)

 

12/31/2017(1)

 

7/1/2018(2)

100.0%   100.0%   100.0%   100.0%   100.0%

 

(1)Information obtained from tenant leases.

(2)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 1745 Broadway Property:

 

Cash Flow Analysis(1)

 

  U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent $54,527,565 89.8% $79.66
Rent Average Benefit(2) 4,003,413 6.6    5.85
Grossed Up Vacant Space 0 0.0    0.00
Total Reimbursables 2,863,730 4.7    4.18
Other Income 103,000 0.2    0.15
Less Vacancy & Credit Loss

(786,432)(3)

(1.3)  

(1.15)

Effective Gross Income $60,711,276 100.0% $88.69
       
Total Operating Expenses $23,764,145 39.1% $34.72
 

 

 

 

Net Operating Income $36,947,131 60.9% $53.98
TI/LC 205,175 0.3    0.30
Capital Expenditures

136,903

0.2   

0.20

Net Cash Flow $36,605,053  60.3% $53.48
       
NOI DSCR(4) 3.03x    
NCF DSCR(4) 3.00x    
NOI DY(4) 11.6%    
NCF DY(4) 11.5%    

 

(1)Historical operating statements are not available, as the 1745 Broadway Property was recently acquired and such information was not provided by the seller.

(2)Represents straight-line rent averaging for PRH and Bertelsmann over the respective remaining lease terms (see “Major Tenants” table).

(3)The underwritten economic vacancy is 1.3%. The 1745 Broadway Property was 100.0% physically occupied as of July 1, 2018.

(4)The debt service coverage ratios and debt yields are based on the 1745 Broadway Whole Loan.

 

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

 

10 

 

 

1745 Broadway

 

Appraisal. As of the appraisal valuation date of April 18, 2018, the 1745 Broadway Property had an “as-is” appraised value of $632,000,000.

 

Environmental Matters. According to a Phase I environmental site assessment dated April 6, 2018, there was no evidence of any recognized environmental conditions at the 1745 Broadway Property.

 

Market Overview and Competition. The 1745 Broadway Property is located in New York, New York and occupies the entire block front between West 55th and West 56th Streets. The 1745 Broadway Property is located in the Midtown neighborhood of Manhattan, approximately three blocks south of Central Park and Columbus Circle, three blocks west of the Plaza District and The Museum of Modern Art, one block southwest of Carnegie Hall, one block southwest of the entrance for the N, Q and R subway lines and three blocks south of the entrance for the A, B, C and D subway lines. The 1745 Broadway Property is located approximately 1.1 miles northeast of Penn Station, 1.2 miles northwest of Grand Central Station, 0.4 miles northeast of Times Square, 0.7 miles northwest of Rockefeller Center, 7.3 miles southwest of LaGuardia Airport and 15.9 miles northwest of John F. Kennedy International Airport. According to a third party market research provider, the estimated 2018 population within a three- and five-mile radius of the 1745 Broadway Property was 1,299,418 and 2,639,587, respectively; and the estimated 2018 average household income within the same radii was $130,943 and $112,722, respectively.

 

Per the appraisal, the 1745 Broadway Property is located within the Midtown West office submarket. As of first quarter 2018, the submarket reported a total inventory of 41.3 million square feet with a 7.6% vacancy rate. The appraiser identified eight directly competitive office properties totaling approximately 6.8 million square feet with an average occupancy rate of 95.6% and direct asking rents ranging from $75.00 to $138.00 per square foot, gross. The appraiser concluded to a market rent at the 1745 Broadway Property of $83.37 per square foot, gross.

 

The following table presents certain information relating to comparable office leases for the 1745 Broadway Property:

 

Comparable Leases(1)

 

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

1114 Avenue of the Americas 

New York, New York 

1971/NAV 1,310,000 0.8 miles Campari

January 2018/ 

11.0 Yrs 

64,648 $82.00 Gross

620 Eighth Avenue 

New York, New York 

2007/NAV 1,500,000 0.8 miles Liquidnet January 2018/ 15.0 Yrs 139,510 $74.00 Gross

787 Seventh Avenue 

New York, New York 

1985/NAV 1,429,610 0.3 miles Sidley Austin December 2017/
15.0 Yrs
347,672 $84.00 Gross

40 West 57th Street 

New York, New York

1972/NAV 604,936 0.4 miles Tocqueville Asset Management

November 2017/ 

10.0 Yrs 

25,000 $100.00 Gross

1633 Broadway 

New York, New York 

1972/NAV 2,240,000 0.2 miles Travel Leaders Group (aka TZell)

August 2017/ 

15.0 Yrs 

105,876 $75.50 Gross

1301 Avenue of the Americas 

New York, New York 

1964/NAV 1,764,411 0.4 miles Arent Fox

August 2017/ 

15.0 Yrs 

75,937 $84.00 Gross

4 Times Square 

New York, New York 

1999/NAV 1,477,631 0.7 miles HedgeServ Corporation

August 2017/ 

10.0 Yrs 

47,756 $79.00 Gross

1740 Broadway 

New York, New York 

1950/NAV 413,704 0.1 miles Regus August 2017/
10.0 Yrs
23,212 $74.00 Gross

55 Hudson Yards 

New York, New York

2018/NAV 1,434,100 1.7 miles Silver Lake

June 2017/ 

15.0 Yrs 

61,024 $102.50 Gross

50 Hudson Yards 

New York, New York

2022/NAV 2,900,000 1.7 miles BlackRock

May 2017/ 

15.0 Yrs 

847,000 $91.00 Net (Grossed Up)

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower is 1745 Broadway Owner, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1745 Broadway Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is QSuper Board as trustee for QSuper (“QSuper”), which was founded in 1912. Based in Brisbane, Australia, QSuper is a superannuation benefits fund with approximately AUD $95.2 billion in assets as of June 30, 2017. QSuper provides its services to employees of Queensland Government departments, authorities, and enterprises. QSuper invests in public equity, fixed income markets, cash and properties in Australia and around the globe.

 

Invesco is currently acting as investment advisor on behalf QSuper. Invesco is an independent investment management firm, managing more than $934.2 billion in assets on behalf of clients worldwide as of March 31, 2018. Invesco has specialized investment teams managing investments across a comprehensive range of asset classes, investment styles and geographies. The company has

 

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

 

11 

 

 

1745 Broadway

 

nearly 7,000 employees focused on client needs across the globe, including an on-the-ground presence in 25 countries. Invesco is listed on the New York Stock Exchange and is investment-grade rated (NYSE: IVZ US; rated A-/A by Fitch/S&P).

 

Escrows. The 1745 Broadway Whole Loan documents provide for upfront escrows in the amount of $16,184,976 for outstanding rent concessions related to PRH ($14,245,913) and Bertelsmann ($1,939,063), and $21,981,606 for upfront tenant improvements and leasing commissions (“TI/LCs”) related to PRH ($20,475,980) and Bertelsmann ($1,505,626).

 

The 1745 Broadway Whole 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 1745 Broadway Property’s insurance coverage is included in a blanket policy and such policy is in full force and effect; and (iii) the borrower pays all applicable insurance premiums and provides the lender with evidence of renewals. The 1745 Broadway Whole Loan documents do not require ongoing monthly escrows for real estate taxes as long as (i) all taxes and other assessments are paid by the borrower prior to any late payment charges or delinquency, and upon request, the borrower promptly provides evidence thereof to the lender; and (ii) no Cash Trap Event Period (as defined in the “Lockbox and Cash Management” section) has occurred or is continuing.

 

The 1745 Broadway Whole Loan documents do not require ongoing monthly escrows for replacement reserves, rollover reserves or ground lease reserves as long as no Cash Trap Event Period has occurred or is continuing.

 

Lockbox and Cash Management. The 1745 Broadway Whole Loan is structured with a hard lockbox and springing cash management, and the loan documents require that the borrower direct the tenants to pay rent directly into such lockbox account. The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period, all funds are required to be distributed to the borrower. During a Cash Trap Event Period, all excess funds after applying funds to the required reserves deposits as described in the “Escrows” section, monthly debt service, approved operating expenses and other items as outlined in the loan documents, are required to be swept to a lender-controlled cash management account.

 

A “Cash Trap Event Period” will commence upon the earlier of the following:

(i)the occurrence of an event of default;

(ii)the net operating income debt yield being less than or equal to 7.0% at the end of any calendar quarter;

(iii)the occurrence of a PRH Trigger Period (as defined below);

(iv)the property manager becoming insolvent or filing for bankruptcy, unless the property manager is replaced by a qualified property manager within 60 days and in accordance with the loan documents; or

(v)the borrower becoming insolvent or filing for bankruptcy.

 

A Cash Trap Event Period will end upon the occurrence of the following:

with regard to clause (i), the cure of such event of default;

with regard to clause (ii), (x) the net operating income debt yield being greater than 7.0% for two consecutive calendar quarters or (y) the borrower delivering to the lender a letter of credit or cash collateral for deposit in an amount (or face amount for a letter of credit) such that, if applied to reduce the principal balance of the loan on a dollar-for-dollar basis, will cause the net operating income debt yield to be equal to at least 7.0%;

with regard to clause (iii), a PRH Trigger Period Cure (as defined below); or

with regard to clause (iv), the date that (x) the property manager is replaced with a qualified property manager in accordance with the loan agreement or (y) such bankruptcy action is dismissed or discharged without any adverse consequences to the 1745 Broadway Property or the loan.

 

A “PRH Trigger Period” will commence upon the earlier of the following:

(i)PRH defaulting under its lease beyond any applicable notice and cure period;

(ii)PRH delivering notice of its intent to terminate its lease;

(iii)PRH going dark in 50% or more of its space and Bertelsmann and/or Bertelsmann SE & Co. KGaA no longer having a rating of at least “BBB-” or its equivalent by (x) S&P and (y) either Moody’s, Fitch, DBRS, Kroll, Morningstar or any other nationally-recognized statistical rating agency which has been approved by lender (individually or collectively as the context may require, “Investment-Grade Rating”); or

(iv)any bankruptcy or insolvency of PRH or Bertelsmann.

 

A “PRH Trigger Period Cure” will occur upon the following:

with regard to clauses (i) or (ii), (x) a Qualified Re-Leasing Event (as defined below) or (y) PRH having revoked or rescinded all termination or cancellation notices with respect to its lease and having re-affirmed its lease in writing as being in full force and effect as evidenced by an estoppel certificate reasonably acceptable to lender;

with regard to clause (iii), (x) a Qualified Re-Leasing Event or (y) PRH being in actual, physical possession of at least 50% of its space, actively using such premises for business purposes during customary business hours and not being dark in such space and/or Bertelsmann’s and/or Bertelsmann SE & Co. KGaA’s Investment-Grade Rating being reinstated; or

with regard to clause (iv), (x) a Qualified Re-Leasing Event or (y) PRH having assumed its lease in the related bankruptcy or insolvency proceedings.

 

A “Qualified Re-Leasing Event” will occur upon one or more replacement tenants satisfactory to lender executing leases covering all of the space currently occupied by PRH in accordance with the loan documents with (i) such replacement tenants having unconditionally accepted the leased premises, taken actual, physical occupancy of such space and paying full unabated rent or any such abatement having been reserved and (ii) all TI/LCs or other similar landlord obligations having been paid or reserved.

 

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

 

12 

 

 

1745 Broadway

 

Property Management. The 1745 Broadway Property is managed by Cushman & Wakefield U.S., Inc.

 

Assumption. The borrower has the right to transfer the 1745 Broadway Property, provided that certain conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s receipt of an additional non-consolidation opinion which may be relied upon by lender, rating agencies and their respective counsel; (iii) either (x) the transferee is a Qualified Transferee (as defined below) or (y) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (iv) the person who will manage the 1745 Broadway Property following a transfer must be a Qualified Manager (as defined below) and (v) if requested by the lender, rating agency confirmation from DBRS, Fitch, and S&P that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series BANK 2018-BNK13 Certificates and similar confirmations from each rating agency rating any securities backed by any of the 1745 Broadway Companion Loans with respect to the ratings of such securities.

 

“Qualified Transferee” means either (a) any person or its affiliate (provided such person owns, directly or indirectly, more than 50% of such affiliate) who (i) owns and operates office properties with similar scope, class and use and similar or greater size and value as the 1745 Broadway Property and located in central business districts of major urban centers of the United States totaling at least in the aggregate 2,500,000 square feet of gross leasable area (exclusive of the 1745 Broadway Property), (ii) has total assets in excess of $1,500,000,000 and (iii) has a net worth in excess of $750,000,000; or (b) any person with regard to which lender will have received a rating agency confirmation. In no event, however, will a person be deemed to be a Qualified Transferee if such person (A) is an embargoed person, (B) is or has during the previous seven years been the subject of a bankruptcy action or (C) has been convicted in a criminal proceeding for a felony or any crime involving moral turpitude or is an organized crime figure or is reputed to have substantial business or other affiliations with any organized crime figure.

 

“Qualified Manager” means either (a) Cushman & Wakefield U.S., Inc., together with its affiliates; (b) a reputable and experienced professional management organization which (x) is not subject to a bankruptcy, insolvency or similar proceeding, and (y) manages, together with its affiliates, office properties with similar size, scope, class, use and value as the 1745 Broadway Property and located in central business districts of major urban centers of the United States totaling at least in the aggregate 2,500,000 square feet of gross leasable area (exclusive of the 1745 Broadway Property); or (c) a manager approved by lender and for which lender will have received a rating agency confirmation.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. The 1745 Broadway Property is subject to a ground lease with AMSI Investors, Sheila Engel and 1741 Broadway Associates LP. The ground lease at the 1745 Broadway Property commenced December 14, 1999 and the initial term expires March 31, 2098. The ground lease has 10, five-year renewal options, with 36 months’ notice for the original term and 12 months’ notice for any subsequent extension, at the fair market rental rate. The borrower is currently obligated to pay ground rent at the rate of $2,566,449 per year ($3.75 per square foot), with approximately 1.8% average annual rent increases during the initial term. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the Preliminary Prospectus.

 

Terrorism Insurance. The 1745 Broadway 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 1745 Broadway Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis).

 

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

 

13 

 

 

No. 2 – Griffin Portfolio II
 
Loan Information   Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Portfolio

Credit Assessment

(DBRS/Fitch/S&P):

NR/NR/NR   Property Type(5): Various
Original Principal Balance(1): $85,000,000   Specific Property Type(5): Various
Cut-off Date Balance(1): $85,000,000   Location(5): Various
% of Initial Pool Balance: 9.00%   Size: 2,726,080 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $91.71
Borrower Names(2):

Various

  Year Built/Renovated(5): Various
Borrower Sponsor: Griffin Capital Company, LLC   Title Vesting: Fee
Mortgage Rate: 4.3150%   Property Manager: Griffin Capital Essential Asset Property Management II, LLC (borrower-related)
Note Date: April 27, 2018   4th Most Recent Occupancy (As of)(6): NAV
Maturity Date: May 1, 2028   3rd Most Recent Occupancy (As of)(6): NAV
IO Period: 120 months   2nd Most Recent Occupancy (As of)(6): NAV
Loan Term: 120 months   Most Recent Occupancy (As of)(7): 100.0% (12/31/2017)
Seasoning: 3 months   Current Occupancy (As of): 100.0% (8/1/2018)
Amortization Term: NAP    
Loan Amortization Type: Interest-only, Balloon   Underwriting and Financial Information:
Interest Accrual Method: Actual/360      
Call Protection: L(24),GRTR 1% or YM(90),O(6)   4th Most Recent NOI (As of)(6): NAV
Lockbox Type: Hard/Springing Cash Management   3rd Most Recent NOI (As of)(6): NAV
Additional Debt(1)(3): Yes   2nd Most Recent NOI (As of)(6): NAV
Additional Debt Type(1)(3): Pari Passu   Most Recent NOI (As of)(8): $15,300,404 (12/31/2017)
       
      U/W Revenues: $30,710,040
      U/W Expenses: $7,482,500
          U/W NOI(8): $23,227,540
          U/W NCF: $21,958,766
Escrows and Reserves(4):         U/W NOI DSCR(1): 2.12x
          U/W NCF DSCR(1): 2.01x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 9.3%
Taxes $90,000 $45,000 NAP   U/W NCF Debt Yield(1): 8.8%
Insurance $0 Springing NAP   Appraised Value(9): $415,500,000
Replacement Reserves $0 Springing (4)   Appraisal Valuation Date(9): Various
TI/LC Reserves $0 Springing (4)   Cut-off Date LTV Ratio(1)(9): 60.2%
Landlord Obligations Reserve $1,900,229 $0 NAP   LTV Ratio at Maturity(1)(9): 60.2%
             
               
(1)The Griffin Portfolio II Mortgage Loan (as defined below) is part of the Griffin Portfolio II Whole Loan (as defined below), which is comprised of seven pari passu promissory notes with an aggregate original principal balance of $250,000,000. The Cut-off Date Balance per SF, U/W NOI DSCR, U/W NCF DSCR, U/W NOI Debt Yield, U/W NCF Debt Yield, Cut-off Date LTV Ratio and LTV Ratio at Maturity presented above are based on the aggregate principal balance of the promissory notes comprising the Griffin Portfolio II Whole Loan.

(2)The borrowers are Griffin (Las Vegas Buffalo) Essential Asset REIT II, LLC, Griffin (DeKalb) Essential Asset REIT II, LLC, Griffin (Etna) Essential Asset REIT II, LLC and Griffin (Birmingham) Essential Asset REIT II, LLC.

(3)See “The Mortgage Loan” section.

(4)See “Escrows” section.

(5)See “The Properties” section.

(6)Historical information is not available prior to 2017, as the Griffin Portfolio II Properties were acquired from October through December 2016. 

(7)Most Recent Occupancy is reflective of the Griffin Portfolio II Properties being 100.0% leased. One of the four Griffin Portfolio II Properties, Southern Company Services Headquarters, is 100.0% leased, but has been undergoing an extensive renovation and phased-in physical occupancy since 2016.

(8)2017 NOI is less than U/W NOI due primarily to the fact that Southern Company Services, Inc. has been paying rent only on its occupied space during its phased-in occupancy since 2016. The U/W NOI includes full rental payments for Southern Company Services, Inc. as under a master escrow agreement with the Southern Company Services Headquarters property’s seller, the seller is obligated through December 31, 2018 to provide to the borrowers all base rent and expense reimbursements to the extent not obligated to be paid by the tenant during its phased-in occupancy period, and Southern Company Services, Inc. is obligated to begin paying full rent beginning January 2019.

(8)The appraiser provided a bulk portfolio value for the Griffin Portfolio II Properties of $415,500,000, which includes a portfolio premium of $19,810,000 over the aggregate “As Is” appraised values for the individual Griffin Portfolio II Properties. The aggregate “As Is” appraised values for the individual Griffin Portfolio II Properties is $395,690,000, which results in a Cut-off Date LTV Ratio and an LTV Ratio at Maturity of 63.2% and 63.2%, respectively.

 

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

 

14 

 

 

GRIFFIN PORTFOLIO II

 

The Mortgage Loan. The mortgage loan (the “Griffin Portfolio II Mortgage Loan”) is part of a whole loan (the “Griffin Portfolio II Whole Loan”) that is evidenced by seven pari passu promissory notes secured by a portfolio of two single-tenant office properties and two single-tenant warehouse and distribution facilities located in four different states and totaling 2,726,080 square feet (the “Griffin Portfolio II Properties”). The Griffin Portfolio II Whole Loan was originated on April 27, 2018 by Bank of America, National Association and KeyBank National Association. The Griffin Portfolio II Whole Loan had an original principal balance of $250,000,000, has an outstanding principal balance as of the Cut-off Date of $250,000,000 and accrues interest at an interest rate of 4.3150% per annum. The Griffin Portfolio II Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires payments of interest-only through its maturity date of May 1, 2028.

 

The Griffin Portfolio II Mortgage Loan, evidenced by the controlling Note A-1-1 and the non-controlling Note A-1-2-2 being contributed to the BANK 2018-BNK13 trust, had an original aggregate principal balance of $85,000,000 and has an outstanding aggregate principal balance as of the Cut-off Date of $85,000,000.

 

The non-controlling Notes A-2-2-2 and A-2-3 with an original aggregate principal balance of $25,000,000 were contributed to the UBS 2018-C11 trust. The non-controlling Notes A-1-2-1 and A-2-2-1, with an original aggregate principal balance of $80,000,000, were contributed to the MSC 2018-H3 trust. The non-controlling Note A-2-1, with an original principal balance of $60,000,000, is currently held by KeyBank National Association and is expected to be contributed to a future trust or trusts. The lender provides no assurances that the non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1-1 $80,000,000   BANK 2018-BNK13 Yes
A-1-2-1 $40,000,000   MSC 2018-H3 No
A-1-2-2 $5,000,000   BANK 2018-BNK13 No
A-2-1 $60,000,000   KeyBank National Association No
A-2-2-1 $40,000,000   MSC 2018-H3 No
A-2-2-2 $5,000,000   UBS 2018-C11 No
A-2-3 $20,000,000   UBS 2018-C11 No
Total $250,000,000      

 

As early as June 1, 2020, the borrowers have the right to prepay the Griffin Portfolio II Whole Loan in whole through yield maintenance or the right to prepay the Griffin Portfolio II Whole Loan in part as described below under “Partial Release”. In addition, the Griffin Portfolio II Whole Loan is prepayable without penalty on or after November 1, 2027, in whole or in part.

 

Sources and Uses

 

Sources         Uses      
Original loan amount(1) $250,000,000   98.9%   Loan payoff(2) $249,757,720   98.8%
Borrower equity 2,896,561   1.1    Reserves 1,990,229    0.8
          Closing costs 1,148,612    0.5
Total Sources $252,896,561   100.0%   Total Uses $252,896,561   100.0%     

 

(1)The Griffin Portfolio II Mortgage Loan is part of the Griffin Portfolio II Whole Loan, which is comprised of seven pari passu promissory notes with an aggregate original principal balance of $250,000,000.

(2)Proceeds from the Griffin Portfolio II Whole Loan were used primarily to return equity to the borrower sponsor to pay down a portion of the borrower sponsor’s credit facility. The borrower sponsor acquired the Griffin Portfolio II Properties in separate transactions in 2016 for an aggregate purchase price of $356,342,060.

 

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

 

15 

 

 

GRIFFIN PORTFOLIO II

 

The Properties. The Griffin Portfolio II Properties are comprised of two single-tenant office properties and two single-tenant warehouse and distribution facilities located in Alabama, Ohio, Nevada and Illinois totaling 2,726,080 square feet.

 

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

 

Griffin Portfolio II Property Summary

 

Property Name
Address
Property Type Year Built/ Renovated SF Allocated Loan Amount (“ALA”) % of ALA

Appraised

Value

% of Appraised Value UW NOI % of
UW NOI

Southern Company Services Headquarters

3525 & 3535 Colonnade Parkway
Birmingham, AL

 

Office 1988/2018 669,438 $99,600,000 39.8% $153,250,000 38.7% $8,472,959 36.5%

Amazon.com Sortable Fulfillment Center

11999 National Road
Pataskala, OH

 

Industrial 2016/NAP 856,254 $61,500,000 24.6% $94,600,000 23.9% $5,922,167 25.5%

IGT North American Gaming & Interactive Headquarters

6355 South Buffalo Drive
Las Vegas, NV

 

Office 2007/NAP 222,268 $45,300,000 18.1% $75,540,000 19.1% $4,494,930 19.4%

3M Distribution Facility

1650 Macom Drive
Dekalb, IL

 

Industrial 2016/NAP 978,120 $43,600,000 17.4% $72,300,000 18.3% $4,337,484 18.7%
Total     2,726,080 $250,000,000 100.0% $415,500,000(1) 100.0% $23,227,540 100.0%
   
(1)The aggregate of the “As Is” appraised values for the individual Griffin Portfolio II Properties is $395,690,000. The appraiser provided a bulk portfolio value for the Griffin Portfolio II Properties of $415,500,000, which includes a portfolio premium of $19,810,000.

 

The Griffin Portfolio II Properties are leased under long-term leases to credit-rated tenants from a range of industries that includes consumer services, retail, gaming and capital goods. All of the leases have built-in rental increases and none of the leases include any termination or contraction options. The office tenants use the properties as their corporate or regional headquarters and the industrial tenants occupy build-to-suit distribution centers.

 

Southern Company Services Headquarters (669,438 SF, 24.6% of SF, 39.8% ALA). The Southern Company Services Headquarters property is comprised of a nine-story office building and a seven-story office building, which total 669,438 square feet, that are fully leased by Southern Company Services, Inc. through March 17, 2044 and are utilized as the main regional offices for Southern Company Services, Inc. and an affiliate, Southern Nuclear. The lease provides for 2.0% annual rent escalations commencing January 1, 2019, and one ten-year renewal option at fair market rent followed by 2.0% annual rent escalations. The lease does not provide any termination or contraction options. The lease requires that Southern Company Services, Inc. maintain during its lease term an investment grade credit rating from either S&P, Moody’s, or Fitch or provide to the landlord (i) an annual, automatic renewal letter of credit from a bank rated at least A- in an amount equal to the lesser of (a) $55 million (equal to approximately 3.5 years of maximum base rent and operating expense obligations) or (b) the remaining base rent and operating expense obligations for the balance of the lease term or (ii) a guaranty from its parent, Southern Company, provided that Southern Company maintains an investment grade credit rating.

 

The Southern Company Services Headquarters property is located in Birmingham, Alabama, and was built in 1988 on a 19.8-acre site. Southern Company Services, Inc.’s lease commenced in March 2016, and the tenant is in the process of an extensive renovation, including mechanical systems replacements, roof resealing, parking deck resurfacing, window replacement, updates to the elevators, lighting, HVAC, fire-life safety and ADA requirements, and complete interior refinishing and repurposing. Southern Company Services, Inc. received $40 million in tenant improvements and has contributed an additional $50 million to the renovation, with completion and full tenant occupancy expected by October 2018. The sponsor acquired the Southern Company Services Headquarters property in 2016. Under a master escrow agreement with the seller, the seller is obligated to provide to the borrowers all base rent and expense reimbursements to the extent not obligated to be paid by the tenant during its phased-in occupancy period. The master escrow agreement provides such payments through December 31, 2018 after which time the tenant is required by its lease to commence full rental payments. All of borrowers’ right, title and interest in the master escrow agreement has been assigned to the lender.

 

Southern Company Services, Inc. is a subsidiary of Southern Company (NYSE: SO). Southern Company provides energy services to approximately 9.0 million customers through its subsidiaries. Southern Company Services, Inc. provides the operations, executive and advisory services, construction and advisory services, construction and plant management, general engineering, information technology, finance, accounting and treasury, marketing, and human resource services to Southern Company and its affiliates. Southern Company Services, Inc. is rated A- by S&P. Southern Company is rated A-, Baa2 and BBB+ by S&P, Moody’s and Fitch, respectively.

 

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

 

16 

 

 

GRIFFIN PORTFOLIO II

 

Amazon.com Sortable Fulfillment Center (856,254 SF, 31.4% of SF, 24.6% ALA). The Amazon.com Sortable Fulfillment Center property is an 856,254 square foot single story (with four mezzanine levels), Class A distribution warehouse facility fully leased by and built-to-suit for Amazon.com. The initial 15-year lease with Amazon.com.dedc LLC is guaranteed by its parent, Amazon.com, Inc., and extends through August 2031. The lease provides for 1.5% annual rental rate escalations and four five-year renewal options at fair market rent, which will be no less than 85% and no more than 110% of the then-current base rent. The lease does not provide any termination or contraction options. If the borrowers offer or receive an offer for the sale of the Amazon.com Sortable Fulfillment Center property during the lease term, Amazon.com.dedc LLC has an ongoing right of first offer to purchase the property and an ongoing right of first refusal to purchase the property if a proposed purchaser is a tenant competitor.

 

The Amazon.com Sortable Fulfillment Center property is a sortable products fulfillment center built in 2016 on a 96.0-acre site with 42-foot clear heights and 66 dock doors. The Amazon.com Sortable Fulfillment Center property was designed to Amazon.com, Inc.’s specifications, and includes multi-level storage mezzanine spaces and advanced software and robotics to stow and pick inventory. The Amazon.com Sortable Fulfillment Center property houses over one million SKU’s and is expected to fulfill approximately seven million items each week.

 

The Amazon.com Sortable Fulfillment Center property benefits from a community reinvestment area real estate tax abatement from 2017 through 2031. Taxes are assessed only on the land (not the improvements), subject to certain conditions, including the employment of approximately 100 to 450 full-time employees.

 

Amazon.com, Inc. operates as a large online retailer. Amazon.com, Inc. designs its websites to enable products to be sold directly and by third parties. Amazon.com, Inc. also manufactures and sells electronic devices, and serves developers and enterprises through Amazon Web Services. Amazon.com, Inc. (NASDAQ: AMZN) is rated AA-, Baa1 and A+ from S&P, Moody’s and Fitch, respectively.

 

IGT North American Gaming & Interactive Headquarters (222,268 SF, 8.2% of SF, 18.1% ALA). The IGT North American Gaming & Interactive Headquarters property is a 222,268 square foot three-story, Class A office building fully leased to and built to suit for International Game Technology (“IGT”). The initial 15-year lease is guaranteed by IGT’s parent company, International Game Technology PLC (NYSE: IGT), and extends through December 31, 2030. The lease provides for 1.75% annual rental rate escalations and two five-year renewal options at fair market rent. The lease does not provide any termination or contraction options.

 

The IGT North American Gaming & Interactive Headquarters property was built in 2007 on a 15.2-acre site and serves as the headquarters for IGT’s North American Gaming and Interactive business unit, housing the engineering, sales, sound, corporate communications and software departments, and its executive management team. In 2015, the IGT North American Gaming & Interactive Headquarters property underwent a renovation, which included a new cafeteria and fitness center, conversion of the floorplans to an open-concept office build-out, and replacement of fixtures, flooring, wall coverings and restrooms.

 

IGT is a wholly owned subsidiary of International Game Technology PLC, a large developer of technology-based products and services and associated content for worldwide gaming and lottery markets. International Game Technology PLC is rated BB+ and Ba2 by S&P and Moody’s, respectively.

 

3M Distribution Facility (978,120 SF, 35.9% of SF, 17.4% ALA). The 3M Distribution Facility property is a 978,120 square foot single story Class A distribution and warehouse facility fully leased by and built-to-suit for 3M Company (NYSE: MMM), with a ten-year initial term through October 31, 2026. The lease provides for 2.0% annual rent escalations and two five-year renewal options each at 2.0% over the preceding contractual rate and each requiring a 12-month notice. The lease does not provide any termination or contraction options. If the borrowers offer or receive an offer for the sale of the 3M Distribution Facility property during the lease term, 3M Company has an ongoing right of first offer to purchase the property.

 

The 3M Distribution Facility property was built in 2016 on a 49.7-acre site and is 3M Company’s largest regional distribution facility and among its largest distribution facilities nationally. The 3M Distribution Facility property is located within the Park 88 Business Park, a 565-acre master-planned business park, adjacent to two other contiguous 3M Company distribution centers: a 410,400 square foot distribution center built in 2007 and a 650,760 square foot regional distribution center built in 2011. These three facilities provide 3M Company with over 2.0 million square feet of distribution space. The 3M Distribution Facility property features 32.5-foot clear heights, 137 dock doors, T-5 and LED lighting, 387 car parking spaces, 348 trailer parking spaces, and specialized cold storage, red label, and aerosol rooms which contain additional sprinklers and fire protection, special containment floors, and explosion-resistant walls. 3M Company has over 60,000 products sold in markets worldwide, and it is estimated that approximately two-thirds of these products will be stored and distributed from the 3M Distribution Facility property.

 

The 3M Distribution Facility property benefits from a City of DeKalb real estate tax abatement from 2017 through 2021. Taxes are abated 80% for 2018 and 50% for 2019 through 2021, subject to certain conditions including full occupancy of the 3M Distribution Facility property, the employment of 250 fulltime permanent employees, and minimum wages for those employees during the duration of the agreement.

 

3M Company is a worldwide diversified technology company with products sold through a number of distribution channels, including wholesalers, retailers, jobbers, distributors, dealers, and directly to users, in a variety of industries. 3M Company has been a component of the Dow Jones Industrial Average since 1976. 3M Company is rated AA- and A1 by S&P and Moody’s, respectively.

 

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

 

17 

 

 

GRIFFIN PORTFOLIO II

 

The following table presents certain information relating to the tenancy at Griffin Portfolio II Properties:

 

Tenant Summary(1)

 

Tenant Name Credit Rating (S&P/Moody’s/ Fitch)(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
Renewal Options
                 
Southern Company Services, Inc. A-/Baa2/BBB+ 669,438 24.6% $12.73 $8,518,764 36.2% 3/17/2044 1 x 10 Yrs
Amazon.com AA-/Baa1/A+ 856,254 31.4% $6.68 $5,723,934 24.3% 8/31/2031 4 x 5 Yrs
International Game Technology BB+/Ba2/NR 222,268 8.2% $21.48 $4,774,317 20.3% 12/31/2030 2 x 5 Yrs
3M Company AA-/A1/NR 978,120 35.9% $4.63 $4,528,579 19.2% 10/31/2026 2 x 5 Yrs
Subtotal/Wtd. Avg.   2,726,080 100.0% $8.64 $23,545,594 100.0%    
                 
Vacant Space   0 0.0%          
Total 2,726,080 100.0%          
                 

 

(1)Information is based on the underwritten rent roll.

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

 

The weighted average remaining lease term for the Griffin Portfolio II Properties is 16.7 years.

 

The following table presents certain information relating to the lease rollover schedule at the Griffin Portfolio II 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(3)
% of Total
Annual
U/W Base
Rent
Annual
 U/W
Base Rent
 PSF(3)
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 1 978,120 35.9% 978,120 35.9% $4,528,579 19.2% $4.63
2027 0 0 0.0% 978,120 35.9% $0 0.0% $0.00
2028 0 0 0.0% 978,120 35.9% $0 0.0% $0.00
Thereafter 3 1,747,960 64.1% 2,726,080 100.0% $19,017,015 80.8% $10.88
Vacant 0 0 0.0% 2,726,080 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 4 2,726,080 100.0%     $23,545,594 100.0% $8.64

 

(1)Information obtained from the underwritten rent roll.

 

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

 

Historical Occupancy

 

12/31/2014(1) 

12/31/2015(1) 

12/31/2016(1) 

12/31/2017(2) 

8/1/2018 

NAV NAV NAV 100.0% 100.0%
  
(1)Historical occupancy is not available prior to 2017, as the Griffin Portfolio II Properties were acquired from October through December 2016.

(2)12/31/2017 is reflective of the Griffin Portfolio II Properties being 100.0% leased. Southern Company Services Headquarters is 100.0% leased, but has been undergoing an extensive renovation and phased-in physical occupancy since 2016.

 

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

 

18 

 

 

GRIFFIN PORTFOLIO II

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Griffin Portfolio II Properties:

 

Cash Flow Analysis(1)

 

  2017 U/W % of U/W
Effective
Gross
Income

U/W $

per SF

Base Rent(2)  $15,720,597  $23,545,594 76.7% $8.64
Straightlined Rent(3)    0    1,375,674 4.5 0.50
Reimbursements(4) 1,886,896 6,878,135 22.4 2.52
Other Income(5) (91,865) 0 0.0 0.00
Vacancy(6)

0

(1,089,362)

(3.4)

(0.40)

Effective Gross Income  $17,515,628  $30,710,040 100.0% $11.27
         
Total Operating Expenses(4)

$2,215,224

$7,482,500

24.4%

$2.74

Net Operating Income $15,300,404 $23,227,540 75.6% $8.52
         
TI/LC 0 996,165 3.2 0.37
Capital Expenditures

0

272,608

0.9

0.10

Net Cash Flow $15,300,404  $21,958,766 71.5% $8.06
         
NOI DSCR(7) 1.40x 2.12x    
NCF DSCR(7) 1.40x 2.01x    
NOI DY(7) 6.1% 9.3%    
NCF DY(7) 6.1% 8.8%    

 

(1)Historical information is not available prior to 2017, as the Griffin Portfolio II Properties were acquired from October through December 2016. 

(2)U/W Base Rent includes rent increases through May 2019 equal to $253,403 and full rent for Southern Company Services, Inc. Southern Company Services, Inc. has been undergoing an extensive renovation and phased-in occupancy of its space since 2016 during which time it has been paying rent only on its occupied area. Under a master escrow agreement with the Southern Company Services Headquarters property’s seller, the seller is obligated through December 31, 2018 to provide to the borrowers supplemental rent of all base rent and expense reimbursements to the extent not obligated to be paid by the tenant during its phased-in occupancy period, and Southern Company Services, Inc. is obligated to begin paying full rent beginning January 2019. All of borrowers’ right, title and interest in the master escrow agreement has been assigned to the lender.

(3)Rent was straightlined through the earlier of the lease or the loan term for investment-grade rated tenants: Southern Company Services, Inc., Amazon.com and 3M Company.

(4)Reimbursements and Total Operating Expenses are based on actual real estate taxes for the land (and assuming that the real estate tax abatement remains in effect and consequently there are no taxes on the improvements) for Amazon.com, and average taxes over the loan term (after giving effect to the partial tax abatements through 2021) for 3M Company.

(5)Other Income represents an adjustment to the seller’s rent receivable in connection with the Southern Company Services Headquarters property supplemental rent contribution.

(6)U/W Vacancy is 3.4%. The Griffin Portfolio II Properties are currently 100.0% leased.

(7)Debt service coverage ratios and debt yields are based on the Griffin Portfolio II Whole Loan.

 

Appraisal. As of the appraisal valuation date of April 26, 2018, the Griffin Portfolio II Properties had an “as-portfolio” bulk appraised value of $415,500,000, which includes a portfolio premium of $19,810,000. The sum of the individual “as-is” appraised values, with valuation dates from April 9, 2018 through April 11, 2018, is $395,690,000.

 

Environmental Matters. According to the Phase I environmental site assessments dated April 17, 2018, there are no recognized environmental conditions at the Griffin Portfolio II Properties except with respect to the Southern Company Services Headquarters property, for which the Phase I environmental site assessment identified a historical recognized environmental condition due to two underground storage tanks that were removed in 1994. Following the removal of the tanks, remediation was conducted and No Further Action letters were issued by Alabama Department of Environmental Management.

 

Market Overview. The Griffin Portfolio II Properties are located in four states: Alabama, Ohio, Nevada and Illinois.

 

Southern Company Services Headquarters, Birmingham, Alabama. The Southern Company Services Headquarters property is utilized as the main regional offices for Southern Company Services, Inc. and an affiliate, Southern Nuclear. The Southern Company Services Headquarters property is located in Birmingham, Alabama, approximately five miles southeast of the Birmingham central business district along US Highway 280, approximately one-half mile southeast of its intersection with Interstate 459.

 

Amazon.com Sortable Fulfillment Center, Pataskala, Ohio. The Amazon.com Sortable Fulfillment Center property is a distribution warehouse facility fully leased by and built-to-suit for Amazon.com. The Amazon.com Sortable Fulfillment Center property is located in Pataskala, Ohio, approximately 20 miles east of the Columbus central business district, between Interstate 70 and U.S. Highway 40, which puts the Amazon.com Sortable Fulfillment Center property within a ten-hour drive of more than 50% of both the United States and Canadian populations. The Amazon.com Sortable Fulfillment Center property is located in an industrial area 20 miles northeast of Rickenbacker International Airport, an international multimodal cargo airport, U.S. Foreign-Trade Zone and high-speed international logistics hub that is open full time with no noise restrictions.

 

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

 

19 

 

 

GRIFFIN PORTFOLIO II

 

IGT North American Gaming & Interactive Headquarters, Las Vegas, Nevada. The IGT North American Gaming & Interactive Headquarters property serves as the headquarters for IGT’s North American Gaming and Interactive business unit, housing the engineering, sales, sound, corporate communications and software departments, and its executive management team. The IGT North American Gaming & Interactive Headquarters property is located in Las Vegas, Nevada, approximately 15 miles southwest of the Las Vegas central business district, just north of the 215 Beltway and approximately five miles west of Interstate 15.

 

3M Distribution Facility, Dekalb, Illinois. The 3M Distribution Facility property is a distribution and warehouse facility built-to-suit for 3M Company. The 3M Distribution Facility property is located at the interchange of I-88 and U.S. 23, approximately 60 miles west of the Chicago central business district within the I-39 Logistics Corridor, 20 miles west of Aurora and 14 miles east of I-39. The 3M Distribution Facility property’s location provides access to all major interstate highways in Illinois (I-88, I-55, I-74, I-57, I-90, I-80 and I-94), to all major Midwest distribution hubs, including Chicago, Indianapolis, Milwaukee, Minneapolis, St. Louis, Detroit and the Ohio Valley, and to the Union Pacific Global III Intermodal Rail Facility located 19 miles to the west of the 3M Distribution Facility property.

 

The following table presents detailed demographic information for the Griffin Portfolio II Properties.

 

Demographic Summary(1)

 

Property Name City, State 1-mile
Population

3-mile

Population

5-mile

Population

 

1-mile

Average
Household
Income

3-mile

Average
Household
Income

5-mile

Average
Household
Income

Southern Company Services Headquarters Birmingham, AL 4,402 43,170 119,756   $91,353 $117,193 $125,495
Amazon.com Sortable Fulfillment Center Pataskala, OH 972 15,208 77,139   $97,597 $99,425 $90,996
IGT North American Gaming & Interactive Headquarters Las Vegas, NV 8,131 138,546 318,800   $74,914 $76,759 $74,195
3M Distribution Facility Dekalb, IL 524 33,769 55,492   $51,778 $63,728 $60,788

 

(1)Information obtained from the appraisals.

 

The Borrowers. The borrowers are Griffin (Las Vegas Buffalo) Essential Asset REIT II, LLC, Griffin (DeKalb) Essential Asset REIT II, LLC, Griffin (Etna) Essential Asset REIT II, LLC and Griffin (Birmingham) Essential Asset REIT II, LLC, each a Delaware limited liability company structured to be bankruptcy-remote with at least two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Griffin Portfolio II Whole Loan.

 

Substantially all of the equity ownership in the borrowers is indirectly held by Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation. Griffin Capital Essential Asset REIT II, Inc. is the nonrecourse carveout guarantor for the Griffin Portfolio II Whole Loan and is a real estate investment trust that invests in office and industrial properties net leased on long term leases to corporate tenants. As of March 31, 2018, Griffin Capital Essential Asset REIT II, Inc. had a real estate portfolio consisting of 27 office, industrial, distribution and data center properties, totaling approximately 7.3 million square feet that was 100.0% leased.

 

Should Griffin Capital Essential Asset REIT II, Inc. fail to maintain a minimum net worth of $250,000,000 during the loan term, the Griffin Portfolio II Whole Loan documents permit the borrowers to substitute a replacement guarantor with a net worth of at least $175,000,000 that is acceptable to the lender based on receipt of searches, satisfaction of underwriting criteria and evaluation of the replacement guarantor’s experience.

 

The Borrower Sponsor. The borrower sponsor is Griffin Capital Company, LLC, formerly known as Griffin Capital Corporation. Griffin Capital Company, LLC is an alternative investment asset manager with approximately $10.5 billion in assets under management as of March 31, 2018.

 

Escrows. The borrowers deposited at loan origination $1,900,229 for leasing commissions related to the Southern Company Services Headquarters property and are required to deposit monthly any additional amount due for free rent, tenant improvements or leasing commissions under any lease at the Griffin Portfolio II Properties for any 12-month succeeding period following the applicable payment date.

 

The borrowers deposited at loan origination $90,000 to a tax reserve and are generally required to deposit monthly (i) 1/12th of the estimated annual property taxes (currently estimated to be $45,000) and (ii) 1/12th of the estimated annual insurance premiums (unless the Griffin Portfolio II Properties are covered by an acceptable blanket policy). However, provided that neither an event of default nor a Debt Yield Sweep Period (as defined below) is continuing, monthly deposits for property taxes and insurance premiums will be waived to the extent such property taxes or insurance premiums are directly paid by a tenant pursuant to its lease and such tenant is not subject to bankruptcy proceedings or in default under its lease.

 

During a Debt Yield Sweep Period (as defined below), the borrowers are required to deposit monthly to a replacement reserve (i) 1/12th of $0.10 per annum PSF of industrial space and (ii) 1/12th of $0.20 per annum PSF of office space, capped at two years’ worth of such deposits (currently estimated to be $723,557). Additionally, beginning on May 1, 2023 (regardless of whether the deposits described in the preceding sentence are then required), the borrowers are required to deposit monthly into the replacement reserve (i) 1/12th of $0.10 per annum PSF of industrial space and (ii) 1/12th of $0.20 per annum PSF of office space, capped at one years’ worth of such deposits (currently estimated to be $361,779). Notwithstanding the foregoing, at any time the reserve balance falls below the applicable cap or an event of default exists, the borrowers are required to resume monthly deposits to the replacement reserve until the applicable cap is reached or exceeded or until the event of default ceases to exist.

 

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

 

20 

 

 

GRIFFIN PORTFOLIO II

 

During a Debt Yield Sweep Period (as defined below), the borrowers are required to deposit monthly to a tenant improvement and leasing commissions reserve (i) 1/12th of $0.50 per annum PSF of industrial space and (ii) 1/12th of $1.00 per annum PSF of office space, capped at two years’ worth of such deposits (currently estimated to be $3,617,786). Additionally, beginning on May 1, 2023 (regardless of whether the deposits described in the preceding sentence are then required), the borrowers are required to deposit monthly into the tenant improvement and leasing commissions reserve (i) 1/12th of $0.50 per annum PSF of industrial space and (ii) 1/12th of $1.00 per annum PSF of office space, capped at one year’s worth of such deposits (currently estimated to be $1,808,893). Notwithstanding the foregoing, at any time the reserve balance falls below the applicable cap or an event of default exists, the borrowers are required to resume monthly deposits to the tenant improvement and leasing commissions reserve until the applicable cap is reached or exceeded or until the event of default ceases to exist.

 

A “Debt Yield Sweep Period” will commence upon the debt yield being less than 7.5% in a calendar quarter, and end upon the debt yield being equal to or greater than 7.5% in a calendar quarter.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the Griffin Portfolio II Whole Loan, with springing cash management upon the occurrence of a Cash Sweep Period (as defined below). During the continuance of a Cash Sweep Period, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the Griffin Portfolio II Whole Loan documents. During the continuation of a Cash Sweep Period, all excess cash flow will be required to be held as additional security for the Griffin Portfolio II Whole Loan until the discontinuance of the Cash Sweep Period; provided that if a Cash Sweep Period is cured by either a Southern Company Services Cash Trap Cap Cure (as defined below) or a 3M Cash Trap Cap Cure (as defined below), the lender is required to continue to hold the excess cash and will not disburse such excess cash to the borrowers until the Southern Company Services Cure Conditions (as defined below) or the 3M Cure Conditions (as defined below) are satisfied.

 

A “Cash Sweep Period” means any of (a) a Debt Yield Sweep Period, (b) a 3M Sweep Period (as defined below), (c) a Southern Company Services Sweep Period (as defined below), or (d) any period of time during which an event of default is continuing.

 

A “3M Sweep Period” means the period (A) commencing on the first to occur of (i) 3M Company being in monetary default under its lease beyond notice and cure periods, (ii) 3M Company terminating its lease, vacating or going dark in 50% or more of its space, or giving written notice that it intends to terminate, vacate or go dark in 50% or more of its space, (iii) any termination or cancellation of the 3M Company lease (including rejection in any insolvency proceeding) and/or the 3M Company lease failing to otherwise be in full force and effect, (iv) any bankruptcy or similar insolvency of 3M Company or its assets and (v) 3M Company failing to extend or renew its lease on or prior to October 31, 2025, and (B) expiring on the first to occur of the lender’s receipt of (1) the satisfaction of the 3M Cure Conditions (as defined below) or (2) in the event the 3M Sweep Period exists solely pursuant to clauses (ii) or (v) above, at least 85% of the 3M Distribution Facility property being re-leased under lease terms acceptable to the lender to an acceptable replacement tenant who is in physical occupancy and paying full rent (or sufficient funds are deposited with the lender to cover all rent abatement under any such replacement lease). Notwithstanding the foregoing, a 3M Sweep Period will be deemed to have been cured at such time as $6.00 PSF for the 3M Distribution Facility property is on deposit in the excess cash reserve (a “3M Cash Trap Cap Cure”).

 

“3M Cure Conditions” means as applicable (i) 3M Company has cured all defaults under its lease, (ii) 3M Company has revoked all termination or cancellation notices and has re-affirmed its lease, (iii) if triggered by clause (v) of the definition of 3M Sweep Period, 3M Company has renewed or extended its lease, (iv) 3M Company is no longer insolvent or subject to any bankruptcy proceedings and 3M Company has affirmed its lease pursuant to final, non-appealable order of a court and (v) 3M Company is paying full, unabated rent (or if rent is abated, the borrowers have deposited such amount of abated rent in a reserve with the lender.)

 

A “Southern Company Services Sweep Period” means the period (A) commencing on the first to occur of (i) Southern Company Services, Inc. being in monetary default under its lease beyond notice and cure periods, (ii) Southern Company Services, Inc. terminating its lease, vacating or going dark in 50% or more of its space, or giving written notice that it intends to terminate, vacate or go dark in 50% or more of its space, (iii) any termination or cancellation of the Southern Company Services, Inc. lease (including rejection in any insolvency proceeding) and/or the Southern Company Services, Inc. lease failing to otherwise be in full force and effect, or (iv) any bankruptcy or similar insolvency of Southern Company Services, Inc. or its assets and (B) expiring on the first to occur of the lender’s receipt of (1) the satisfaction of the Southern Company Services Cure Conditions (as defined below) or (2) in the event the Southern Company Services Sweep Period exists solely pursuant to clause (ii) above, at least 85% of the Southern Company Services Headquarters property being re-leased under lease terms acceptable to the lender to an acceptable replacement tenant who is in physical occupancy of the space and paying full rent (or sufficient funds are deposited with the lender to cover all rent abatement under any such replacement lease). Notwithstanding the foregoing, a Southern Company Services Sweep Period will be deemed to have been cured at such time as $35.00 PSF for the Southern Company Services Headquarters property is on deposit in the excess cash reserve (a “Southern Company Services Cash Trap Cap Cure”).

 

“Southern Company Services Cure Conditions” means as applicable (i) Southern Company Services, Inc. has cured all defaults under its lease, (ii) Southern Company Services, Inc. has revoked all termination or cancellation notices and has re-affirmed its lease, (iii) Southern Company Services, Inc. is no longer insolvent or subject to any bankruptcy proceedings and Southern Company Services, Inc. has affirmed its lease pursuant to final, non-appealable order of a court and (iv) Southern Company Services, Inc. is paying full, unabated rent (or if rent is abated, the borrowers have deposited such amount of abated rent in a reserve with the lender.)

 

Property Management. The Griffin Portfolio II Properties are currently managed by Griffin Capital Essential Asset Property Management II, LLC, an affiliate of the borrowers.

 

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

 

21 

 

 

GRIFFIN PORTFOLIO II

 

Assumption. After October 27, 2018, the borrowers have the right to transfer the Griffin Portfolio II Properties in their entirety, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience and net worth and liquidity; (iii) if required by the lender, a REMIC opinion and new non-consolidation opinion are provided; and (iv) if required by the lender, rating agency confirmation from Fitch, DBRS and S&P that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the BANK 2018-BNK13 Certificates.

 

Partial Release. After May 31, 2020, the borrowers may obtain the release of one or more individual properties in connection with an arms-length sale provided that among other conditions (i) no event of default is continuing, (ii) the lender receives payment of a release price equal to 110% of the allocated loan amount for the release property plus payment of any applicable yield maintenance premium, (iii) the debt yield after the individual property release is not less than the greater of (a) 7.9% and (b) the debt yield immediately prior to such release, and (iv) satisfaction of customary REMIC requirements.

 

Notwithstanding the foregoing, if a tenant has vacated its premises, cancelled or terminated its lease, given notice of its intent to cancel or terminate its lease, or an event of default has occurred with respect to an individual property such that a material adverse effect would result, such individual property may be released without the requirement of an arms-length sale provided that, among other conditions, (i) the lender receives payment of a release price equal to 120% of the allocated loan amount for the applicable individual property and (ii) the aggregate allocated loan amounts for all released properties during the term of the Griffin Portfolio II Whole Loan must not exceed $56,250,000.

 

Real Estate Substitution. Following the earlier of (a) the date of the securitization of the last of the Griffin Portfolio II pari passu companion loans and (b) the second anniversary of the note date or as otherwise consented to by the lender in its reasonable discretion, the borrowers may substitute one or more individual properties with one or more replacement properties that is a similar “Class A” office or industrial property provided no event of default is continuing and provided further that among other conditions, (i) the replaced property has less than two years remaining on the term of the lease encumbering the property or the substitution of the property is during a Cash Sweep Period, (ii) the aggregated allocated loan amounts for all replaced properties during the term of the Griffin Portfolio II Whole Loan must not exceed $56,250,000, (iii) the replacement property has net operating income equal to or greater than the net operating income of the replaced property immediately prior to the substitution, (iv) the replacement property is owned in fee, (v) the replacement property has an average remaining lease term of no less than five years and is leased to a tenant with credit (or whose guarantor has credit) that is better than or equal to the tenant leasing the replaced property, (vi) the replacement property is located in a top ten metropolitan statistical area or a metropolitan statistical area equal to or greater than that in which the replaced property is located, (vii) the lender has received rating agency confirmation, (viii) any tenant at a remaining property will not have the right to lease space at the replaced property and (ix) satisfaction of customary REMIC requirements.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Right of First Refusal / Offer. Amazon.com.dedc LLC has an ongoing right of first offer to purchase the Amazon.com Sortable Fulfillment Center property if the borrowers offer or receive an offer for its sale during the lease term. Amazon.com.dedc LLC also has an ongoing right of first refusal to purchase the Amazon.com Sortable Fulfillment Center property if a proposed purchaser is a tenant competitor. 3M Company has an ongoing right of first offer to purchase the 3M Distribution Facility property if the borrowers offer or receive an offer for its sale during the lease term. See “Description of the Mortgage Pool—Tenant Leases—Purchase Options and Rights of First Refusal” in the Preliminary Prospectus.

 

Terrorism Insurance. The borrowers are required to obtain and maintain property insurance that covers perils of terrorism and acts of terrorism in an amount equal to the full replacement cost of the Griffin Portfolio II Properties and business interruption insurance for 24 months with a 12 month extended period of indemnity, provided, if the Terrorism Risk Insurance Program Reauthorization Act of 2007 or subsequent statute is not in effect, the borrowers will not be required to pay annual premiums in excess of two times the premium for a separate property insurance policy and business interruption insurance policy insuring only the Griffin Portfolio II Properties on a stand-alone basis. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

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

 

22 

 

 

No. 3 – Pfizer Building
 
Loan Information   Property Information
Mortgage Loan Seller:

Morgan Stanley Mortgage Capital

Holdings LLC

  Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/S&P):

[AAA(sf)]/[Asf]/[AA(sf)]   Property Type: Office
      Specific Property Type: CBD
Original Principal Balance(1): $65,000,000   Location: New York, NY
Cut-off Date Balance(1): $65,000,000   Size: 823,623 SF
% of Initial Pool Balance: 6.88%   Cut-off Date Balance Per SF(1): $151.77
Loan Purpose: Acquisition   Year Built/Renovated: 1960/2004
Borrower Name: 42nd & Second Holding Co. LLC   Title Vesting: Leasehold
Borrower Sponsor: David Werner   Property Manager: Self-managed
Mortgage Rate: 3.5850%   4th Most Recent Occupancy (As of)(5): 100.0% (12/31/2014)
Note Date: July 11, 2018   3rd Most Recent Occupancy (As of)(5): 100.0% (12/31/2015)
Anticipated Repayment Date: NAP   2nd Most Recent Occupancy (As of)(5): 100.0% (12/31/2016)
Maturity Date: August 8, 2024   Most Recent Occupancy (As of)(5): 100.0% (12/31/2017)
IO Period: 0 months   Current Occupancy (As of): 100.0% (8/1/2018)
Loan Term (Original): 72 months      
Seasoning: 0 months    
Amortization Term (Original)(2): 75 months   Underwriting and Financial Information:
Loan Amortization Type: Self-Amortizing   4th Most Recent NOI (As of)(5): NAP
Interest Accrual Method: Actual/360   3rd Most Recent NOI (As of)(5): NAP
Call Protection(3): L(24),D(43),O(5)   2nd Most Recent NOI (As of)(5): NAP
Lockbox Type: Hard/Upfront Cash Management   Most Recent NOI (As of)(5): NAP
Additional Debt(1): Yes      
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $32,944,920
      U/W Expenses: $9,900,000
      U/W NOI: $23,044,920
Escrows and Reserves(4):     U/W NCF: $23,044,920
      U/W NOI DSCR(1): 1.00x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.00x
Taxes $0 Springing NAP   U/W NOI Debt Yield(1): 18.4%
Insurance $4,700 Springing NAP   U/W NCF Debt Yield(1): 18.4%
Ground Rent Reserve $0 $816,667 NAP   As-Is Appraised Value(6): $210,000,000
          As-Is Appraisal Valuation Date: March 26, 2018
          Cut-off Date LTV Ratio(1)(6): 59.5%
          LTV Ratio at Maturity or ARD(1)(6): 2.1%
             
                 
(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 Pfizer Building Whole Loan (as defined below).

(2)The Pfizer Building Whole Loan amortizes based on a specific amortization schedule, which is set forth in Annex A-4 of the Preliminary Prospectus.

(3)The lockout period will be at least 24 payments, beginning with and including the first payment date of September 8, 2018. Defeasance of the Pfizer Building Mortgage Loan (as defined below) is permitted at any time after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized or (ii) January 11, 2022. The assumed lockout period of 24 payments is based on the expected BANK 2018-BNK13 Trust closing date in August 2018.

(4)See “Escrows” section.

(5)On the day prior to origination of the Pfizer Building Mortgage Loan, Pfizer, Inc. transferred the ground leasehold interest in the Pfizer Building Property to the Pfizer Building Borrower and entered into a lease of the Pfizer Building expiring July 9, 2024]. Prior to such date, the Pfizer Building Property was owned and occupied by Pfizer, Inc. Accordingly, historical NOI is not applicable and historical occupancy percentages are based on Pfizer’s physical occupancy of its ground leasehold interest. Pfizer plans to vacate the Pfizer Building Property at the end of its lease term.

(6)In addition, the appraiser concluded to a prospective market value assuming an extended ground lease of $415,000,000 as of June 23, 2018, equating to a Cut-off Date LTV Ratio of 30.1% and LTV Ratio at Maturity or ARD of 1.0%. The “as is” and “Prospective Market Value-Extended Ground Lease” values both assume that Pfizer vacates the Pfizer Building Property at the expiration of the Pfizer Lease and that $100.0 million is invested to redevelop the Pfizer Building Property. No funds have been reserved for redevelopment of the Pfizer Building Property. See “Appraisal” and “Ground Lease” sections below.

 

The Mortgage Loan. The mortgage loan (the “Pfizer Building Mortgage Loan”) is part of a whole loan (the “Pfizer Building Whole Loan”) evidenced by five pari passu notes secured by a first mortgage encumbering the ground leasehold interest in a Class A office building fully leased to Pfizer, Inc. (“Pfizer”) located in New York, New York (the “Pfizer Building Property”). The Pfizer Building Whole Loan was originated on July 11, 2018 by Morgan Stanley Bank, N.A. The Pfizer Building Whole Loan had an original principal balance of $125,000,000, has an outstanding principal balance as of the Cut-off Date of $125,000,000 and accrues interest at an interest rate of 3.5850% per annum. The Pfizer Building Whole Loan had an initial term of 72 months, has a remaining term of 72 months as of the Cut-off Date and requires payment of principal and interest based on a specific amortization schedule provided in Annex A-4 of the Preliminary Prospectus, which provides for amortization of substantially all of the principal of the Pfizer Building Whole Loan by

 

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

 

23 

 

 

PFIZER BUILDING

 

its maturity date, subject to a final payment of $4,332,390 on the maturity date. The Pfizer Building Whole Loan matures on August 8, 2024.

 

The Pfizer Building Mortgage Loan has an original and Cut-off Date principal balance of $65,000,000 and is evidenced by the controlling Note A-1, which had an original principal balance of $30,000,000, the non-controlling Note A-4, which had an original principal balance of $20,000,000, and the non-controlling Note A-5, which had an original principal balance of $15,000,000. The non-controlling Notes A-2, and A-3, which have an aggregate original principal balance of $60,000,000, are currently held by Morgan Stanley Bank, N.A. or an affiliate and are expected to be contributed to one or more future securitization trusts. The lender provides no assurance that any non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $30,000,000   BANK 2018-BNK13 Yes
A-2 $30,000,000   Morgan Stanley Bank N.A. No
A-3 $30,000,000   Morgan Stanley Bank N.A. No
A-4 $20,000,000   BANK 2018-BNK13 No
A-5 $15,000,000   BANK 2018-BNK13 No
Total $125,000,000      

 

Following the lockout period, on any date before April 8, 2024, the Pfizer Building Borrower has the right to defease the Pfizer Building 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 or (ii) January [11], 2022. The Pfizer Building Whole Loan is prepayable without penalty on or after April 8, 2024.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $125,000,000   [TBU]%   Purchase Price $[TBU]   [TBU]%
Cash Equity [TBU]   [TBU]   Reserves [TBU]   [TBU]
          Return of equity [TBU]   [TBU]
          Closing costs [TBU]   [TBU]
                 
Total Sources $[TBU]   100.0%   Total Uses $[TBU]   100.0%

 

The Property. The Pfizer Building Property is a 33-story Class A office building totaling 823,623 square feet in New York, New York. The Pfizer Building Property is located in Midtown Manhattan with frontage along East 43rd Street, East 42nd Street and Second Avenue. The Pfizer Building Property is 100.0% leased to Pfizer, and has served as the global headquarters of Pfizer since it was built in 1960. The Pfizer Building Property features 16 passenger elevators and floor plates ranging from 34,960 to 47,155 square feet on the 2nd through 11th floor, 11,699 to 27,554 square feet on the 12th through 21st floor, and 11,020 to 11,176 square feet on the 22nd to 32nd floor, with a 3,707 square foot 33rd floor penthouse. Additionally, there is 30,991 square feet of lower level basement space that houses mechanical systems and is used as storage space for Pfizer. The Pfizer lease expires July 9, 2024. Pfizer plans to vacate the Pfizer Building Property and move to an office building at Hudson Yards, as to which Pfizer has already signed a lease, at the end of the term of the Pfizer lease.

 

Pfizer (NYSE: PFE; rated A+/A1/AA by Fitch/Moody’s/S&P) is a large biopharmaceutical company which develops and manufactures healthcare products. Pfizer’s products include medicines and vaccines, as well as consumer healthcare products. For the year ending December 31, 2017, Pfizer reported $52.5 billion in total revenue. This resulted in a reported $16.5 billion of net cash flow from operations over the same period.

 

The Pfizer Building Property is located within close proximity to Grand Central Terminal, which provides access to transportation, including subway service along the nearby 4, 5, 6, 7 and S lines and Metro-North Railroad. Penn Station and the Port Authority Terminal are also accessible via the subway, connecting the Pfizer Building Property to major rail lines in the tristate area, including the Long Island Rail Road and the New Jersey Transit.

 

Prior to the origination of the Pfizer Building Mortgage Loan, Pfizer owned and occupied two adjacent buildings: the Pfizer Building Property, located at 235 East 42nd Street, in which it owned the ground leasehold interest, and an adjacent property located at 219 East 42nd Street (the “219 Building”), in which it owned the fee interest. In conjunction with its planned move to Hudson Yards, Pfizer sought to sell the Pfizer Building Property and the 219 Building and to enter into a single short-term lease of both buildings. Accordingly, on the day prior to the origination date of the Pfizer Building Whole Loan, the following transactions were entered into:

 

Pfizer sold the Pfizer Building Property and the 219 Building to a joint venture, 219/235 East LLC (the “JV”), owned 99% by the Pfizer Building Borrower and 1% by ARE-NY Region No. 1, LLC (“219 Fee Owner”), an entity affiliated with Alexandria Real Estate Equities. Simultaneously therewith, the JV entered into a single lease to Pfizer (the “Pfizer Lease”) of both the Pfizer Building Property and the 219 Building.

 

The JV also entered into concurrent leases with itself, as both landlord and tenant, of (i) the Pfizer Building Property (the “235 Lease”) and (ii) the 219 Building (the “219 Lease”, and together with the 235 Lease, the “JV Leases”).

 

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

 

24 

 

 

PFIZER BUILDING

 

The JV then conveyed (i) the ground leasehold interest in the Pfizer Building Property and the landlord’s interest under the 235 Lease to the Pfizer Building Borrower, and (ii) fee title in the 219 Building and the landlord’s interest in the 219 Lease to the 219 Fee Owner. The JV retained the landlord’s interest under the Pfizer Lease, but granted a present assignment to (x) the Pfizer Building Borrower of the landlord’s interest in the Pfizer Lease with respect to the Pfizer Building Property with respect to the period following the expiration or earlier termination of the 235 Lease (the “Pfizer Lease 235 Building Residual Interest”), and (y) 219 Fee Owner of the landlord’s interest in the Pfizer Lease with respect to the 219 Building with respect to the period following the expiration or earlier termination of the 219 Lease (the “Pfizer Lease 219 Building Residual Interest”).

 

The 235 Lease provides for payment by the JV of rent in an amount certain which is equal to 70.181% (the “235 Percentage”) of the rent under the Pfizer Lease and the 219 Lease provides for payment by the JV of rent in an amount certain which is equal to the remaining 29.819% (the “219 Percentage”) of the rent under the Pfizer Lease. Such percentages are equal to the relative square feet of the Pfizer Building Property and the 219 Building.

 

The operating agreement of the JV provides generally that the Pfizer Building Borrower will control the day to day operations of the JV; however the Pfizer Building Borrower has the right to make all decisions relating solely to the Pfizer Building Property and the 219 Fee Owner has the right to make all decisions relating solely to the 219 Building. The assignments of the Pfizer Lease 235 Building Residual Interest and the Pfizer Lease 219 Building Residual Interest provide that the co-landlord relationship as to the Pfizer Lease will be governed by the terms of the JV operating agreement, mutatis mutandis.

 

Further, on the origination date, the Pfizer Building Mortgage Loan provided for the following:

 

The Pfizer Building Borrower granted the mortgage lender a mortgage on the ground leasehold interest comprising the Pfizer Building Property, which mortgage includes an assignment of leases and rents of (i) the landlord’s interest in the 235 Lease and (ii) the Pfizer Lease 235 Building Residual Interest, and also granted a pledge of its 99% equity interest in the JV.

 

The following table presents certain information relating to the tenancy at the Pfizer Building 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              
Pfizer(2) A+/A1/AA 823,623 100.0% $40.00 $32,944,920 100.0% 7/9/2024(3)
Total Major Tenant 823,623 100.0% $40.00 $32,944,920 100.0%  
               
Vacant Space   0 0.0%        
               
Collateral Total 823,623 100.0%        
               

 

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

(2)The JV leases the Pfizer Building Property to Pfizer, and the Pfizer Building Borrower owns the landlord’s interest under the 235 Lease, as described above.

(3)Pfizer has one, one-year lease renewal option.

 

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

 

25 

 

 

PFIZER BUILDING

 

The following table presents certain information relating to the lease rollover schedule at the Pfizer Building 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 Annual
 U/W
Base Rent
Annual
 U/W
Base
Rent

 PSF
MTM 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 1 823,623 100.0% 823,623 100.0% $32,944,920 100.0% $40.00
2025 0 0 0.0% 823,623 100.0% $0 0.0% $0.00
2026 0 0 0.0% 823,623 100.0% $0 0.0% $0.00
2027 0 0 0.0% 823,623 100.0% $0 0.0% $0.00
2028 0 0 0.0% 823,623 100.0% $0 0.0% $0.00
Thereafter 0 0 0.0% 823,623 100.0% $0 0.0% $0.00
Vacant 0 0 0.0% 823,623 100.0% $0 0.0% $0.00
Total 1 823,623 100.0%     $32,944,920 100.0% $40.00

 

(1)Information obtained from the underwritten rent roll.

 

The following table presents historical occupancy percentages at the Pfizer Building Property:

 

Historical Occupancy(1)

 

12/31/2014

12/31/2015

12/31/2016

12/1/2017

8/1/2018

100.0% 100.0% 100.0% 100.0% 100.0%
         
(1)Prior to the origination of the Pfizer Building Mortgage Loan, Pfizer both owned and occupied the Pfizer Building Property.

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the Pfizer Building Property:

 

Cash Flow Analysis(1)

 

  U/W % of U/W
Effective
Gross Income
U/W $ per SF
Base Rent $32,944,920 100.0% $40.00
Grossed Up Vacant Space 0 0.0    0.00
Total Reimbursables 0 0.0    0.00
Less Vacancy & Credit Loss

0

0.0   

0.00

Effective Gross Income $32,944,920 100.0% $40.00
       
Insurance $100,000 0.3% $0.12
Ground Rent(2)

9,800,000

29.7   

11.90

Total Operating Expenses $9,900,000 30.1% $12.02
       
Net Operating Income $23,044,920 69.9% $27.98
TI/LC 0 0.0    0.00
Capital Expenditures

0

0.0   

0.00

Net Cash Flow $23,044,920 69.9% $27.98
       
NOI DSCR(3) 1.00x    
NCF DSCR(3) 1.00x    
NOI DY(3) 18.4%    
NCF DY(3) 18.4%    

 

(1)Prior to the day preceding the loan origination date, the Pfizer Building Property was owned and occupied by Pfizer. Accordingly, historical NOI is not applicable

(2)The ground rent increases to $11,050,000 on May 1, 2022. The scheduled monthly debt service payment reduces in April 2022 and thereafter in an amount which generally offsets such ground rent increase.

(3)Debt service coverage ratios and debt yields are based on the Pfizer Building Whole Loan.

 

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

 

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PFIZER BUILDING

 

Appraisal. As of the appraisal valuation date of March 26, 2018 the Pfizer Building Property had an “as-is” appraised value of $210,000,000. The appraiser also concluded to a “Prospective Market Value-Extended Ground Lease” appraised value of $415,000,000. This prospective market value assumes that the second $50.0 million ground lease extension option payment will be made in year three of the extended ground lease (by July 11, 2021), and the ground lease will be extended to December 31, 2117. The Pfizer Building Borrower is not obligated to exercise its option to extend the ground lease and the foregoing payment has not been reserved for. The Pfizer Building Borrower made an initial option payment of $50.0 million on the loan origination date. The “as is” and “Prospective Market Value-Extended Ground Lease” values both assume that Pfizer vacates the Pfizer Building Property at the expiration of the Pfizer Lease and that $100.0 million is invested to redevelop the Pfizer Building Property. No funds have been reserved for redevelopment of the Pfizer Building Property. See “Ground Lease” section below.

 

Environmental Matters. According to the Phase I environmental report dated March 30, 2018, there was no evidence of any recognized environmental conditions at the Pfizer Building Property.

 

Market Overview and Competition. The Pfizer Building Property has frontage along East 43rd Street, East 42nd Street and Second Avenue in the Grand Central office submarket of Midtown Manhattan. According to the appraisal, the Pfizer Building Property is located within a heavily trafficked office market, within close proximity to several public attractions such as Grand Central Terminal, Bryant Park and the United Nations Headquarters, as well as retail corridors such as Madison and Fifth Avenues. The Pfizer Building Property is surrounded by New York landmarks, restaurants, hotels, retail shops and tourist attractions. FDR Drive and the Queens Midtown Tunnel are also accessible from the Pfizer Building Property.

 

The 112.5 million square foot Grand Central office submarket is Manhattan’s largest, according to a third-party industry report, and as of the fourth quarter of 2017 had a vacancy rate of 9.3% and an average asking rent of $75.49 per square foot, second-highest among Manhattan submarkets. As of the fourth quarter of 2017, the Grand Central office submarket contained approximately 72.3 million SF of Class A office space with a vacancy rate of 8.4% and average asking rents of $86.26 per square foot.

 

The estimated 2017 population within a quarter-, half- and one-mile radius of the Pfizer Building Property is 19,836, 51,150 and 149,661, respectively, according to the appraisal. The estimated 2017 average household income within a quarter-, half- and one-mile radius of the Pfizer Building Property is $119,968, $114,015 and $111,820, respectively.

 

Office buildings under construction in the Grand Central office submarket include the 1,800,000 square foot One Vanderbilt, with a 2021 completion date forecast and the 670,000 square foot 425 Park Avenue, with a 2019 completion date forecast.

 

The following table presents certain information relating to comparable leases to the Pfizer Building Property:

 

Comparable Leases(1)

 

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

292 Madison Avenue

New York, NY

 

1923 26 205,000 CFA Institute Sep. 2017 / 170 Mos. 11,113 $72.50 Mod. Gross

285 Madison Avenue

New York, NY

 

1926 26 510,232 Misys International Banking System Aug. 2017 / 144 Mos. 34,767 $83.00 Mod. Gross

605 Third Avenue

New York, NY

 

1964 43 1,043,055 Meridiam Infrastructure Jul. 2017 / 131 Mos. 11,823 $77.50 Mod. Gross

100 Park Avenue

New York, NY

 

1950/2007 36 887,818 ABN AMRO Holdings USA Apr. 2017 / 124 Mos. 54,037 $79.00 Mod. Gross

140 East 45th Street

New York, NY

 

1983/2013 44 700,000 Mesirow Financial Holdings Jan. 2017 / 120 Mos. 7,576 $74.00 Mod. Gross

450 Lexington Avenue

New York, NY

 

1992 40 950,048 PSP Investments USA LLC Dec. 2016 / 124 Mos. 13,720 $122.00 Mod. Gross

605 Third Avenue

New York, NY

 

1964 43 1,043,055 Consulate General of Finland Nov 2016 / 194 Mos. 19,110 $77.00 Mod. Gross

390 Madison Avenue

New York, NY

 

1953/2018 32 862,154 Hogan Lovells US LLP Nov 2016 / 195 Mos. 206,720 $82.00 Mod. Gross

600 Lexington Avenue

New York, NY

 

1983/2013 36 303,515 MKP Capital Management Oct. 2016 / 120 Mos. 25,995 $80.00 Mod. Gross

1 Dag Hammarskjold Plaza

New York, NY

1972/2007 50 782,928 Memorial Hospital for Cancer & Allied Diseases Apr. 2016 / 118 Mos. 46,194 $69.00 Mod. Gross

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower for the Pfizer Building Whole Loan is 42nd & Second Holding Co. LLC, a Delaware limited liability company and a special purpose entity with two independent directors (the “Pfizer Building Borrower”). Legal counsel to the Pfizer Building Borrower delivered a non-consolidation opinion in connection with the origination of the Pfizer Building Whole Loan. David Werner is the guarantor of certain nonrecourse carveouts under the Pfizer Building Whole Loan.

 

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

 

27 

 

 

PFIZER BUILDING

 

The State of Wisconsin Investment Board (“SWIB”) has a 75.0% indirect equity interest in the Pfizer Building Borrower. David Werner has a 16.9% indirect equity interest in the Pfizer Building Borrower. SWIB, created in 1951, is responsible for managing the assets of the Wisconsin Retirement System, the State Investment Fund and other state trust funds.

 

The Borrower Sponsor. The borrower sponsor is David Werner, of David Werner Real Estate Investments. David Werner Real Estate Investments is a privately-owned commercial real estate owner, operator and investor. David Werner has over 30 years of experience working in commercial real estate and is currently a principal owner of more than 15,000,000 SF of commercial real estate properties.

 

Escrows. The Pfizer Building Borrower is required to deposit monthly 1/12th of the estimated annual real estate taxes; provided that the Pfizer Building Borrower will not be required to make such deposits so long as (i) the Pfizer Lease (or other lease approved by the lender) expressly obligates the related tenant thereunder to directly pay taxes to the applicable governmental authority (which the Pfizer Lease satisfies as of the loan origination date), (ii) the Pfizer Lease or such other lease remains in full force and effect, (iii) no monetary or material non-monetary event of default is continuing under the Pfizer Building Whole Loan, (iv) (A) Pfizer is not then in default in the payment of taxes then due and payable under the Pfizer Lease, the 235 Lease and the Pfizer Building Ground Lease (as defined below) beyond any applicable grace periods or (B) such other tenant is not then in default in the payment of taxes then due and payable in accordance with the terms of the applicable lease (or to the extent applicable, the Pfizer Lease, the 235 Lease and the Pfizer Building Ground Lease) beyond any applicable grace periods and in either case pays such taxes prior to interest or penalties being incurred, and (v) the Pfizer Building Borrower delivers to the lender evidence of payment of such taxes prior to delinquency. The Pfizer Building Borrower is required to deposit monthly 1/12th of the estimated annual insurance premiums, provided that the Pfizer Building Borrower will not be required to make such deposits so long as (i) there is no continuing event of default under the Pfizer Building Whole Loan, and (ii) the Pfizer Building Property is covered by a blanket policy reasonably approved by the lender or being maintained by Pfizer pursuant to and in accordance with the Pfizer Lease, in each case with evidence of renewal of the policies and timely proof of payment of the insurance premiums. The Pfizer Building Borrower is required to deposit on August 8, 2018 and monthly thereafter, an amount equal to the ground rent payable under the Pfizer Building Ground Lease for such month.

 

Lockbox and Cash Management. The Pfizer Building Mortgage Loan provides for a hard lockbox and upfront cash management. Pursuant to a lockbox agreement among the JV, the Pfizer Building Borrower, the 219 Fee Owner and the lockbox bank, the lockbox account is for the benefit of (i) the lender, with respect to the 235 Percentage of funds therein and Pfizer Building Subaccount (as defined below) and (ii) the 219 Fee Owner, with respect to the 219 Percentage of funds therein and 219 Building Subaccount (as defined below). The lockbox agreement provides that the 235 Percentage of the funds in the lockbox account will be allocated to a subaccount relating to the Pfizer Building Property (the “Pfizer Building Subaccount”) and the 219 Percentage of such funds will be allocated to a subaccount relating to the 219 Building (the “219 Building Subaccount”). The Pfizer Building Borrower is required to direct, or cause the JV to direct, Pfizer and all other tenants (if any) of the Pfizer Building Property to pay rents (including rents related to the 219 Building) directly into the lockbox account, and the Pfizer Building Borrower is required to deposit any rents received by it, notwithstanding such direction, within two business days of receipt. All funds in the Pfizer Building Subaccount are required to be swept to a lender-controlled cash management account and applied to the payment of, among other things, monthly escrows, debt service, and, if a Cash Sweep Event Period (as defined below) is continuing, operating expenses set forth in the lender-approved annual budget and extraordinary expenses approved by the lender, and to pay any remainder (i) if no Cash Sweep Event Period is continuing, into the insurance reserve, and (ii) if a Cash Sweep Event Period is continuing, into an excess cash flow account to be held as additional security for the Pfizer Building Whole Loan during the continuance of such Cash Sweep Event Period. Notwithstanding the foregoing, upon an event of default, the lender will have the right to apply funds in the cash management account to amounts due under the Pfizer Building Whole Loan in its sole discretion.

 

A “Cash Sweep Event Period” means the period commencing upon the occurrence of an event of default under the Pfizer Building Whole Loan and ending upon the cure (if applicable) of such event of default.

 

Property Management. The Pfizer Building Property is managed by an affiliate of the Pfizer Building Borrower.

 

Assumption. The Pfizer Building Borrower has the two-time right to transfer the Pfizer Building Property provided that certain conditions are satisfied, including (i) no event of default under the Pfizer Building Whole Loan documents has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee satisfies the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience (unless the existing guarantor agrees to reaffirm its non-recourse carveout guaranty and environmental indemnity, notwithstanding the assumption), financial strength and general business standing; (iii) a replacement guarantor reasonably acceptable to the lender assumes the obligations of the Pfizer Building guarantor under the non-recourse carveout guaranty and environmental indemnity; and (iv) rating agency confirmation from each rating agency rating the Series 2018-BNK13 Certificates that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2018-BNK13 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. The Pfizer Building Property consists of a ground leasehold interest pursuant to a ground lease (the “Pfizer Building Ground Lease”) between Seaver Realty LLC, a New York limited liability company, as successor-in-interest to Seaver Realty Company, together with its successors and/or assigns, as ground lessor (the “Pfizer Building Ground Lessor”) and the Pfizer Building Borrower, as assignee of the original ground lessee, as ground lessee. The Pfizer Building Ground Lease expires December 31, 2057. Annual rent under the Pfizer Building Ground Lease is $9,800,000 through April 30, 2022, $11,050,000 from May 1, 2022 through April 30, 2027, $12,300,000 from May 1, 2027 through April 30, 2032 and $13,550,000 from May 1, 2032 through April 30, 2037.

 

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

 

28 

 

 

PFIZER BUILDING

 

The Pfizer Building Ground Lease requires that either (i) on or prior to June 30, 2036, the Pfizer Building Ground Lessor and the ground lessee must agree on the net rent payable from May 1, 2037 through April 30, 2049 or (ii) the annual rent will be equal to 5.5% of the Pfizer Building Land Value (as defined below) but not less than the rent for the lease year ending April 30, 2037. The Pfizer Building Ground Lease further requires that either (i) on or prior to June 30, 2048, the Pfizer Building Ground Lessor and the ground lessee must agree on the net rent payable from May 1, 2049 through December 31, 2057 or (ii) the annual rent will be equal to 5.5% of the Pfizer Building Land Value but not less than the rent for the lease year ending April 30, 2049.

 

The “Pfizer Building Land Value” means the fair market value of the land (which is deemed to be 37,650 square feet and zoned to permit erection of a building with floor area equal to the greater of (x) the maximum as-of-right floor area ratio then allowable under applicable building and zoning laws and (y) an assumed floor area ratio of 15 (such assumed floor area ratio, the “FAR Floor”), at its highest and best use (but excluding any residential condominium use) considered as vacant and unimproved land and free and clear of all encumbrances, including the Pfizer Building Ground Lease, as of the date of the determination of such value; provided, however, that from and after January 1, 2058, the FAR Floor is deemed to be 16.4). In the event of any dispute regarding the Pfizer Building Land Value between the Pfizer Building Ground Lessor and the ground lessee, such value is required to be determined by arbitration procedures set forth in the Pfizer Building Ground Lease.

 

The Pfizer Building Borrower has an option (the “Pfizer Ground Lease Extension Option”) to extend the term of the Pfizer Building Ground Lease through December 31, 2117, which option must be exercised by July 11, 2021. On or prior to the closing of the Pfizer Building Whole Loan, $50,000,000 was paid to the Pfizer Building Ground Lessor in consideration of the granting of the Pfizer Ground Lease Extension Option. The Pfizer Ground Lease Extension Option is exercisable upon payment of a second option payment of $50,000,000 plus a supplemental payment (the “Supplemental Payment”) equal to accrued interest on such $50,000,000 amount from the date of the option agreement to the date of exercise of the Pfizer Ground Lease Extension Option at a rate of 2.5% per annum. If the Pfizer Ground Lease Extension Option is exercised, the combined $100,000,000 option payment will be deemed to be additional prepaid rent over the extension term. In addition, if transfer and/or occupancy taxes are actually due and payable in connection with the exercise of the Pfizer Ground Lease Extension Option, the Supplemental Payment will be decreased (but not below zero) either (i) dollar for dollar in the case of any occupancy tax that may be due from and payable by the Pfizer Building Borrower, as ground lessee, in connection with the exercise of the Pfizer Ground Lease Extension Option or (ii) by 50% of any transfer tax that may be due from and payable by the Pfizer Building Borrower, as ground lessee in connection with the exercise of the Pfizer Ground Lease Extension Option. The Pfizer Building Whole Loan documents do not obligate the Pfizer Building Borrower to exercise the Pfizer Ground Lease Extension Option. In the event the Pfizer Ground Lease Extension Option is exercised, the rent payable thereunder is initially determined based on a formula similar to that for the period from May 1, 2049 through December 31, 2057 (the “Land Value Formula”) for the period from January 1, 2058 through December 31, 2062 and is also determined pursuant to the Land Value Formula for, the period from January 1, 2083 through December 31, 2087 and the period from January 1, 2108 through December 31, 2112 (each a “Land Value Reset Period”), and increases by 10% for each four year period after a Land Value Reset Period and prior to the next land Value Reset Period.

 

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the Pfizer Building Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Pfizer Building Property, as well as 24 months of business interruption insurance; provided that so long as TRIPRA (or extension thereof or similar government program) is in effect and continues to cover both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which covers “covered acts” as defined in TRIPRA.

 

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

 

29 

 

 

No. 4 – Showcase II
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/S&P):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $50,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $50,000,000   Location: Las Vegas, NV
% of Initial Pool Balance: 5.30%   Size: 41,407 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $3,091.26
Borrower Name: SG Island Plaza LLC; Nakash Showcase II, LLC; Nakash Holding Island Plaza LLC; EG Island Plaza LLC; JG Island Plaza LLC   Year Built/Renovated: 2001/2018
Borrower Sponsors: Nakash Properties LLC; Nakash Holding LLC; Eli Gindi; Jeffrey Gindi   Title Vesting: Fee
Mortgage Rate: 4.8963%   Property Manager: Self-managed
Note Date: April 24, 2018   4th Most Recent Occupancy: 100.0% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy: 100.0% (12/31/2015)
Maturity Date: May 11, 2028   2nd Most Recent Occupancy: 100.0% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy: 100.0% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of): 100.0% (3/15/2018)
Seasoning: 3 month    
Amortization Term (Original): 0 months   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI(4): NAV
Call Protection: L(27),D(89),O(4)   3rd Most Recent NOI(4): NAV
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI(4): NAV
Additional Debt(2): Yes   Most Recent NOI(4): NAV
Additional Debt Type(2): Pari Passu; Mezzanine      
      U/W Revenues: $11,287,376
      U/W Expenses: $890,855
      U/W NOI: $10,396,521
Escrows and Reserves(3):         U/W NCF: $10,302,429
          U/W NOI DSCR(1): 1.64x
          U/W NCF DSCR(1): 1.62x
Type: Initial Monthly Cap (If Any)   U/W NOI Debt Yield(1): 8.1%
Taxes $26,118 $8,706 NAP   U/W NCF Debt Yield(1): 8.0%
Insurance $41,517 $6,920 NAP   Appraised Value(5): $237,000,000
Replacement Reserve $0 $6,909 NAP   Appraisal Valuation Date(5): April 1, 2019
Rent Concession Reserve $1,116,622 $0 NAP   Cut-off Date LTV Ratio(1)(5): 54.0%
Existing TI/LC Reserve $8,563,335 $0 NAP   LTV Ratio at Maturity or ARD(1)(5): 54.0%
             
               
(1)The Showcase II Mortgage Loan (as defined below) is part of the Showcase II Whole Loan (as defined below), which comprises three pari passu notes with an aggregate original principal balance of $128,000,000. All statistical information related to the Cut-off Date Balance per SF, U/W NOI Debt Yield, U/W NCF Debt Yield, U/W NOI DSCR, U/W NCF DSCR, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD are based on the Showcase II Whole Loan.

(2)The equity interest in the Showcase II Borrower (as defined below) has been pledged to secure mezzanine indebtedness with an original principal balance of $37,000,000. As of the Cut-off Date, the U/W NOI Debt Yield, U/W NCF DSCR and Cut-off Date LTV Ratio based on the Showcase II Total Debt (as defined below) are 6.3%, 1.15x and 69.6%, respectively. See “Subordinate and Mezzanine Indebtedness”.

(3)See “Escrows” section.

(4)See “Cash Flow Analysis” section.

(5)The Appraised Value, Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD are based on the appraiser’s “Prospective Market Value Upon Stabilization” as of April 1, 2019, which assumes that tenants with executed leases have opened for business and that contractual tenant improvement and leasing commission (“TI/LC”) obligations and landlord work expenditures have been fulfilled. The Showcase II Borrower deposited upfront reserves totalling $8,563,335 for such contractual TI/LC and landlord work obligations and $1,116,622 for gap rent for tenants with rent abatement periods through September 2018 (see “Escrows” section). The appraiser concluded to an “as-is” Appraised Value of $215,000,000 (as of February 27, 2018), which would result in a Cut-off Date LTV Ratio of 59.5% based on the Showcase II Whole Loan and a Cut-off Date LTV Ratio of 76.7% based on the Showcase II Total Debt.

 

The Mortgage Loan. The mortgage loan (the “Showcase II Mortgage Loan”) is part of a whole loan (the “Showcase II Whole Loan”) evidenced by three pari passu notes secured by a first mortgage encumbering the fee interest in an anchored retail shopping center located in Las Vegas, Nevada (the “Showcase II Property”). The Showcase II Whole Loan was originated on April 24, 2018 by Wells Fargo Bank, National Association. The Showcase II Whole Loan had an original principal balance of $128,000,000, has an outstanding principal balance as of the Cut-off Date of $128,000,000 and accrues interest at an interest rate of 4.8963% per annum. The Showcase II Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires payments of interest-only through the loan term. The Showcase II Whole Loan matures on May 11, 2028.

 

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

 

30 

 

 

SHOWCASE II

 

The controlling Note A-1, which will be contributed to the BANK 2018-BNK13 securitization trust, had an original principal balance of $50,000,000 and has an outstanding principal balance as of the Cut-off Date of $50,000,000. The non-controlling Notes A-2 and A-3, which had an aggregate original principal balance of $78,000,000, are currently held by Wells Fargo Bank, National Association and are expected to be contributed to future securitization trusts. The mortgage loans evidenced by Notes A-2 and A-3 are collectively referred to herein as the “Showcase II Companion Loans”. 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 Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance   Note Holder Controlling Interest
A-1 $50,000,000   BANK 2018-BNK13 Yes
A-2 $33,000,000   Wells Fargo Bank, National Association No
A-3 $45,000,000   Wells Fargo Bank, National Association No
Total $128,000,000      

 

Following the lockout period, on any date before February 11, 2028, the borrower has the right to defease the Showcase II Whole Loan in whole, but not in part. In addition, the Showcase II Whole Loan is prepayable without penalty on or after February 11, 2028. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) June 11, 2022.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $128,000,000   77.6%   Loan payoff(1) $76,289,680   46.2%
Mezzanine debt(2) $37,000,000   22.4   Upfront reserves 9,747,592    5.9
          Closing costs 2,435,150    1.5
          Return of equity 76,527,578    46.4
Total Sources $165,000,000   100.0%   Total Uses $165,000,000   100.0%

 

(1)Loan payoff includes an existing senior loan ($61,158,880) and existing mezzanine loan ($15,130,800).

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

 

The Property. The Showcase II Property consists of 41,407 square feet of specialty retail space within the larger Showcase retail development in Las Vegas, Nevada. The Showcase II Property is situated on 0.7 acres of land and comprises a two-story retail center featuring direct frontage, exposure and tenant access from the Las Vegas Strip (“The Strip”). The building is currently being renovated and is expected to feature a 32-foot front façade height to maximize signage and exposure from The Strip. The overall Showcase retail development, which is owned by affiliates of the Showcase II Borrower, comprises three phases totaling approximately 320,858 square feet of specialty and entertainment retail space (of which approximately 279,451 square feet does not serve as collateral for the Showcase II Whole Loan) with tenants and attractions including World of Coca-Cola, M&M’s World and Hard Rock Café. The overall Showcase retail development was 100.0% leased by 41 tenants as of March 2018 and has averaged 92.6% occupancy over the past five years. As of March 15, 2018, the Showcase II Property was 100.0% leased to six tenants.

 

Following the borrower sponsor’s acquisition of the Showcase II Property in December 2015, the borrower sponsor has been renovating and redeveloping the existing improvements and has spent over $35 million on tenant buyouts and capital expenditures. Prior to a recent reconfiguration, the Showcase II Property was fully occupied by two tenants with Grand Canyon Shops occupying 52.8% of the net rentable area (22,190 square feet) and Adidas occupying the remaining 47.2% of net rentable area (19,835 square feet). In 2016, the borrower sponsor negotiated a mutual release and discharge and terminated Grand Canyon Shops’ lease in exchange for a $20.8 million termination payment and also negotiated a downsizing of the Adidas space to 10,350 square feet. The Showcase II Property now comprises five retail suites and a sidewalk kiosk.

 

The Showcase II Property does not contain on-site parking; however, parking is available within both the adjacent parking garage at the non-collateral portion of the Showcase development and the MGM Grand garage (located approximately 0.5 miles east of the Showcase II Property). Per the zoning report, parking requirements are satisfied via these neighboring garages.

 

Major Tenants. The largest tenant at the Showcase II Property by underwritten rent is T-Mobile (S&P: BBB+; 29.2% of underwritten base rent). T-Mobile recently announced a proposed $26 billion dollar acquisition of Sprint, which was under review by the Federal Communications Commission as of July 3, 2018. The Showcase II Property location is T-Mobile’s first two-story store and the company’s fifth signature-style store (after New York, Chicago, Miami and Santa Monica). The store has a nightclub theme and features a virtual reality headset demo area, a photo booth, a bar serving non-alcoholic beverages, a concierge desk with tickets to events at the nearby T-Mobile Arena and access to 25 portable phone chargers for in-store use. T-Mobile opened for business at the Showcase II Property in January 2018.

 

The second largest tenant by underwritten rent is American Eagle (23.6% of underwritten base rent), which is expected to operate a flagship store at the Showcase II Property. American Eagle has taken possession of its space, commenced paying rent and is expected to open by November 2018.

 

The third largest tenant by underwritten rent is Adidas (21.9% of underwritten base rent). The Adidas store at the Showcase II Property was recently updated into a new design inspired by high school and college stadiums. The store features a test area that uses Run Genie, a tablet based software that helps employees recommend shoes based on how a customer runs. Adidas has been a tenant at the Showcase II Property since 2004.

 

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

 

31 

 

 

SHOWCASE II

 

The fourth largest tenant is Aerie (American Eagle’s lingerie brand; 13.7% of underwritten base rent), and the fifth largest tenant is US Polo (8.2% of underwritten base rent), both of which have taken possession of their spaces but have not yet opened for business. The anticipated rent commencement date for both US Polo and Aerie is October 2, 2018 with estimated opening dates for US Polo in October 2018 and for Aerie by November 2018. All outstanding tenant improvement costs and gap rent through September 30, 2018 were reserved upon origination of the Showcase II Whole Loan (see “Escrows” section).

 

The following table presents certain information relating to the tenancy at the Showcase II 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            
T-Mobile BBB+/Baa1/BBB+ 10,249 24.8% $311.25 $3,190,000 29.2% 1/31/2028(3)
American Eagle NR/NR/NR 10,960 26.5% $234.95 $2,575,000 23.6% 1/31/2028(4)
Adidas NR/NR/NR 10,350 25.0% $231.59 $2,397,000 21.9% 9/30/2027(5)
Aerie(6) NR/NR/NR 5,669 13.7% $264.60(6) $1,500,000(6) 13.7% 5/31/2028(7)
US Polo(8) NR/NR/NR 3,923 9.5% $229.42(8) $900,000(8) 8.2% 5/31/2028(9)
Total Major Tenants 41,151 99.4% $256.66 $10,562,000 96.7%  
               
Non-Major Tenant(10) 256 0.6% $1421.19 $363,825 3.3%  
             
Vacant Space 0 0.0%        
             
Collateral Total 41,407 100.0% $263.86 $10,925,825 100.0%  
               

 

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

(2)Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through January 2019 totaling $212,000.

(3)T-Mobile has three, five-year renewal options, with 12 months’ notice, at rental rates as specified in the lease.

(4)American Eagle has taken possession of its space, commenced paying rent and is expected to open for business by November 2018. American Eagle has one, five-year renewal option, with 12 months’ notice, at rental rates as specified in the lease.

(5)Adidas has two, five-year renewal options, with six months’ notice, at rental rates as specified in the lease.

(6)Aerie has taken possession of its space and is anticipated to begin paying rent on October 2, 2018 and open for business by November 2018. At origination of the Showcase II Whole Loan, a gap rent reserve was required to cover rental payments through the anticipated rent commencement date (see “Escrows” section).

(7)Aerie has one, five-year renewal option, with 12 months’ notice, at rental rates as specified in the lease.

(8)US Polo has taken possession of its space and is anticipated to begin paying rent on October 2, 2018 and open for business in October 2018. At origination of the Showcase II Whole Loan, a gap rent reserve was required to cover rental payments through the anticipated rent commencement date.

(9)US Polo has one, five-year renewal option, with 12 months’ notice, at rental rates as specified in the lease.

(10)The Non-Major Tenant is Vegas.com, a kiosk tenant with a March 31, 2019 lease expiration. Vegas.com has one remaining, three-year renewal option, with six months’ notice, at a rental rate 5.0% greater than its current fixed minimum rent.

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 0 0 0.0% 0 0.0% $0 0.0% $0.00
2019 1 256 0.6% 256 0.6% $363,825 3.3% $1,421.19
2020 0 0 0.0% 256 0.6% $0 0.0% $0.00
2021 0 0 0.0% 256 0.6% $0 0.0% $0.00
2022 0 0 0.0% 256 0.6% $0 0.0% $0.00
2023 0 0 0.0% 256 0.6% $0 0.0% $0.00
2024 0 0 0.0% 256 0.6% $0 0.0% $0.00
2025 0 0 0.0% 256 0.6% $0 0.0% $0.00
2026 0 0 0.0% 256 0.6% $0 0.0% $0.00
2027 1 10,350 25.0% 10,606 25.6% $2,397,000 21.9% $231.59
2028 4 30,801 74.4% 41,407 100.0% $8,165,000 74.7% $265.09
Thereafter 0 0 0.0% 41,407 100.0% $0 0.0% $0.00
Vacant 0 0 0.0%  41,407 100.0% $0 0.0% $0.00
Total/Weighted Average 6 41,407 100.0%     $10,925,825 100.0% $263.86

 

(1)Information obtained from the underwritten rent roll.

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

 

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

 

32 

 

 

SHOWCASE II

 

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

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

3/15/2018(2)

100.0% 100.0% 100.0% 100.0% 100.0%

 

(1)Information obtained from a third-party market research provider.

(2)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 Showcase II Property:

 

Cash Flow Analysis(1)

 

  U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent $10,925,825 96.8% $263.86
Total Recoveries 710,645 6.3 17.16
Other Income 0 0.0 0.00
Less Vacancy & Credit Loss

(349,094)(2)

(3.2)

(8.43)

Effective Gross Income $11,287,376 100.0% $272.60
       
Total Operating Expenses

$890,855

7.9%

$21.51

Net Operating Income $10,396,521 92.1% $251.08
Replacement Reserves 11,180 0.1 0.27
TI/LC

82,912

0.7

2.00

Net Cash Flow $10,302,429 91.3% $248.81
       
NOI DSCR(3) 1.64x    
NCF DSCR(3) 1.62x    
NOI Debt Yield(3) 8.1%    
NCF Debt Yield(3) 8.0%    

 

(1)Historical operating statements are not applicable as the Showcase II Property has undergone significant recent renovations and reconfiguration (see “The Property” section).

(2)The underwritten economic vacancy is 3.2%. The Showcase II Property was 100.0% leased as of March 15, 2018.

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

 

Appraisal. The appraiser concluded to a “Prospective Market Value Upon Stabilization” for the Showcase II Property of $237,000,000 as of April 1, 2019, which assumes that leased tenants have opened for business and contractual TI/LC obligations and landlord work expenditures have been fulfilled. The Showcase II Borrower deposited upfront reserves totaling $8,563,335 for such contractual TI/LC and landlord work obligations and $1,116,622 for gap rent for tenants with rent abatement periods through September 2018 (see “Escrows” section). The appraiser concluded to an “as-is” Appraised Value of $215,000,000 as of February 27, 2018.

 

Environmental Matters. According to a Phase I environmental site assessment dated February 28, 2018, there was no evidence of any recognized environmental conditions at the Showcase II Property.

 

Market Overview and Competition. The Showcase II Property is located in Las Vegas, Nevada, approximately 0.1 miles north of the intersection of Las Vegas Boulevard and Tropicana Avenue, which is the site of four major resorts and casinos including the MGM Grand, New York-New York Hotel and Casino (“New York-New York”), Excalibur Hotel and Casino (“Excalibur”) and Tropicana Las Vegas (“Tropicana”), totaling over 12,500 combined rooms. The MGM Grand is the largest single hotel in the U.S. and the third-largest hotel complex in the world with 5,124 rooms. According to the appraisal, Monte Carlo Resort and Casino, located approximately 0.3 miles northwest of the Showcase II Property, is being transformed from a historically mid-level hotel fronting The Strip into a renovated development. Monte Carlo owner MGM Resorts International is partnering with New York hotelier Sydell Group for the ongoing approximately $450 million renovation project. Average foot traffic and traffic count along South Las Vegas Boulevard adjacent to the Showcase II Property is approximately 50,000 pedestrians and 55,000 vehicles, respectively. The Showcase II Property is located approximately 1.4 miles east of Interstate 15 and approximately 1.9 miles northwest of McCarran International Airport.

 

The Showcase II Property is situated 0.2 miles southeast of The Park, a plaza and outdoor retail and dining arena that features restaurants, including multiple restaurants and bars as well as a live music venue that features events every Tuesday and Wednesday evening. Immediately adjacent to The Park is the Park Theater at Park MGM, which features 5,200 seats, a 140-foot wide stage, nine projectors and seven bars and terraces with views of The Strip and The Park. The Park Theater can accommodate configureations for concerts, award shows, combat sports, conventions and basketball. The Park connects The Strip to T-Mobile Arena, located approximately 0.5 miles west of the Showcase II Property. Built in April 2016, T-Mobile Arena is home to the National

 

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

 

33 

 

 

SHOWCASE II

 

Hockey League’s (NHL) Vegas Golden Knights and is expected to host 100 to 150 events per year, including concerts, award shows, college basketball games, boxing and major MMA events.

 

According to the Las Vegas Convention & Visitors Authority, Las Vegas achieved a record 42.9 million visitors in 2016, with average per-trip visitor shopping expenses of $157. Additionally, between 2012 and 2016, the Las Vegas metro area’s annual job growth averaged 3.3%. According to a third-party market research report, the estimated 2017 population within a three- and five-mile radius of the Showcase II Property was approximately 132,125, and 367,283, respectively; while the 2017 estimated average household income within the same radii was $48,706, and $58,830, respectively.

 

According to a third-party market research report, the Showcase II Property is situated within the Central East Las Vegas Retail submarket. As of year-end 2017, the submarket reported a total inventory of 15.8 million square feet with a 10.6% vacancy rate. Submarket vacancy has decreased from 13.6% in 2011 and has averaged 11.8% over the last six years. The appraiser identified four primary competitive properties for the Showcase II Property totaling approximately 3.8 million square feet, which reported an average occupancy rate of approximately 91.5%. The appraiser concluded to market rents for the Showcase II Property of $250.00 per square foot, net, for retail tenants and $1,400.00 per square foot gross for the kiosk tenant.

 

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

 

Comparable Leases(1)

 

Tenant Name Tenant Description Size (SF) Tenant Opening Date Base Rent (PSF) Reimbursements (PSF) Gross-Equivalent Rent (PSF)
Confidential Specialty food tenant 698 Jun-17 $250.00 $23.75 $273.75
Confidential Specialty food tenant 4,046 Dec-16 $104.85 $24.75 $129.60
Confidential Cosmetics retail tenant 768 Aug-16 $250.00 $65.96 $315.96
Confidential Luxury menswear retailer 2,500 Dec-15 $200.00 $95.42 $295.42
Confidential Specialty chocolates 492 Dec-15 $356.00 $60.00 $416.00
Confidential Specialty retail tenant 1,400 Nov-15 $250.00 $23.75 $273.75
Confidential Upscale shoes 1,442 Sep-15 $225.00 $95.00 $320.00
Confidential Specialty footwear retailer 3,017 Sep-15 $130.00 $62.69 $192.69
Confidential Specialty retail/accessories 3,733 Sep-15 $218.47 $45.00 $263.47
Confidential Specialty food tenant 11,797 Sep-15 $103.81 $25.75 $129.56
Confidential Upscale watches and accessories 1,276 Jan-15 $475.00 $95.00 $570.00
Confidential Specialty jewelry 731 Jan-15 $307.07 $62.69 $369.76
Confidential Specialty food tenant 1,158 Sep-14 $377.47 $48.27 $425.74
Confidential Upscale fashion and accessory retailer 5,251 May-14 $300.00 $95.00 $395.00
Confidential Restaurant/Bar space 786 May-14 $301.39 $95.00 $396.39
Confidential Specialty travel 938 May-14 $243.00 $23.06 $266.06
Confidential Specialty food tenant 774 Apr-14 $255.00 $23.75 $278.75
Confidential Specialty upscale retailer 715 Nov-13 $300.00 $66.86 $366.86
Confidential Upscale watches and accessories 4,500 Jul-13 $300.00 $95.00 $395.00
Confidential Specialty food and coffee 1,184 May-13 $422.30 $86.00 $508.30
Confidential Specialty retail tenant 1,421 Jan-12 $288.75 $23.75 $312.50
Confidential Luxury watch retailer 789 Mar-11 $450.00 $85.00 $535.00
Confidential Women’s apparel and accessories 5,418 Feb-10 $235.00 $95.00 $330.00
Weighted Average       $252.94 $60.10 $313.05

 

(1)Information obtained from the appraisal.

 

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

 

34 

 

 

SHOWCASE II

 

The table below presents certain information relating to four comparable retail properties to the Showcase II Property identified by the appraiser:

 

Competitive Set(1)

 

 

Showcase II

(Subject)

Showcase Miracle Mile Shops Fashion Show Mall Town Square Las Vegas
Location Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV
Distance from Subject -- Adjacent 0.5 miles 1.7 miles 2.5 miles
Property Type Retail/Anchored Specialty Retail Fashion/Specialty Center Super-Regional Center Lifestyle Center
Year Built/Renovated 2001/2018 1997/2013 2000/2008 1981/2015 2007/2015
Anchors Adidas, American Eagle, T-Mobile, Aerie, US Polo Coca-Cola, Ross Dress For Less, Hard Rock Café, “M&M’s” -- Neiman Marcus, Dillard’s, Macy’s, Saks, Forever 21, Nordstrom, Dick’s Sporting Goods Saks Off Fifth Avenue, Container Store, H&M, Cinema, Old Navy, Whole Foods
Total GLA 41,407 SF 347,281 SF 503,000 SF 1,875,400 SF 1,123,000 SF
Total Occupancy 100.0% 96.0% 90.0% 95.0% 85.0%

 

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

 

The Borrowers and Borrower Sponsors. The borrowers comprise five tenants-in-common: Nakash Showcase II, LLC; Nakash Holding Island Plaza, LLC; SG Island Plaza, LLC; EG Island Plaza LLC; JG Island Plaza LLC (collectively, the “Showcase II Borrower”), each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the Showcase II Borrower delivered a non-consolidation opinion in connection with the origination of the Showcase II Whole Loan. The nonrecourse carve-out guarantors of the Showcase II Whole Loan are Nakash Properties LLC, Nakash Holding LLC, Eli Gindi and Jeffrey Gindi.

 

Schottenstein Realty LLC (“Schottenstein”) holds a 25.0% equity interest in the Showcase II Borrower. Schottenstein is a vertically-integrated owner, operator, acquirer and redeveloper of high quality, power/big box, community and neighborhood shopping centers in major population areas throughout the U.S. Schottenstein owns an interest in a portfolio of more than 156 properties in 27 states in excess of 21 million square feet of gross leasable area.

 

The borrower sponsors are Nakash Properties LLC, Nakash Holding LLC (“Nakash Holdings”), Eli Gindi and Jeffrey Gindi. Nakash Holdings is the private investment office of the Nakash family, which manages a multi-billion dollar portfolio of investments including aviation, retail, agriculture, transportation, manufacturing and real estate located throughout the world. Eli and Jeffrey Gindi are part of the founding family of the Century 21 department stores and are the managing members in a variety of retail, multifamily and hospitality assets located throughout the United States. Eli and Jeffrey Gindi are also the co-founders and principals of Gindi Capital, a family holding company that invests in commercial real estate.

 

Affiliates of the Showcase II Borrower acquired phases I, II and III of the overall Showcase retail development (phases I and III do not serve as collateral for the Showcase II Whole Loan) in separate transactions in 2014 and 2015 for approximately $367.4 million total and also acquired the adjacent Smith & Wollensky building in 2017 for approximately $59.5 million.

 

Escrows. The loan documents provide for upfront reserves of $26,118 for real estate taxes, $41,517 for insurance premiums, $1,116,622 for gap rent related to Aerie ($695,518) and US Polo ($421,105) and $8,563,335 for existing TI/LCs related to American Eagle ($3,500,000), Adidas ($1,018,043), Aerie ($2,654,072) and US Polo ($1,391,220). The loan documents provide for ongoing monthly escrows in an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next twelve months (initially $8,706), one-twelfth of the insurance premiums that the lender estimates will be payable during the next twelve months (initially $6,920) and $6,909 for capital expenditures.

 

Lockbox and Cash Management. The Showcase II Whole Loan requires a lender-controlled lockbox account, which is already in place, and that the Showcase II Borrower direct all tenants to pay rent 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 three business day of receipt. All funds in the lockbox account are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds are required to be distributed to the borrower. During a Cash Trap Event Period, all excess funds are required to be swept to an excess cash flow subaccount controlled by the lender.

 

A “Cash Trap Event Period” will commence upon the earlier of the following:

 

(i)the occurrence of an event of default under the Showcase II Whole Loan;

(ii)the net cash flow debt service coverage ratio for the Showcase II Total Debt (see “Subordinate and Mezzanine Indebtedness” section) falling below 1.10x at the end of any calendar quarter; or

(iii)the occurrence of a Major Tenant Cash Trap Event Period (as defined below).

 

A Cash Trap Event Period will end upon the occurrence of the following:

 

with regard to clause (i), the cure of such event of default;

with regard to clause (ii), the net cash flow debt service coverage ratio for the Showcase II Total Debt being equal to or greater than 1.10x for two consecutive calendar quarters; or

 

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

 

35 

 

 

SHOWCASE II

 

with regard to clause (iii), a Major Tenant Cash Trap Event Period Cure (as defined below).

 

A “Major Tenant Cash Trap Event Period” will commence upon the earlier of the following:

 

(i)any Major Tenant (as defined below) failing to extend or renew its lease (A) on or prior to the extension or renewal date set forth in its lease or (B) 12 months prior to lease expiration;

(ii)any Major Tenant (A) terminating or cancelling its lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) or (B) failing to otherwise have its lease be in full force and effect; or

(iii)any Major Tenant becoming insolvent or filing for bankruptcy;

 

A “Major Tenant Cash Trap Event Period Cure” will occur upon the following:

 

with regard to clause (i), (x) such Major Tenant having renewed or extended its lease in accordance with the loan documents and delivered an estoppel in form and substance acceptable to lender, or (y) a Qualified Re-Leasing Event (as defined below);

with regard to clause (ii), such Major Tenant, as applicable, having revoked or rescinded all termination or cancellation notices with respect to its lease and having re-affirmed the applicable lease as being in full force and effect; or

with regard to clause (iii), such Major Tenant, as applicable, being no longer insolvent or subject to any bankruptcy or insolvency proceedings and its lease having been affirmed pursuant to a final and non-appealable order of a court of competent jurisdiction.

 

A “Qualified Re-Leasing Event” will occur upon one or more replacement tenants acceptable to the lender executing leases covering all of the space currently occupied by any Major Tenant in accordance with the loan documents, as applicable, and delivering an estoppel certificate confirming such replacement tenants having accepted its premises, taken possession thereof and paying full unabated rent. After giving effect to the rents paid under such leases, the net cash flow debt service coverage ratio for the Showcase II Total Debt is required to be equal to or greater than 1.10x for two consecutive calendar quarters.

 

“Major Tenant” will mean (i) any tenant that accounts for 20.0% or more of the total rental income for the Showcase II Property, (ii) any lease which contains any option, offer, right of first refusal or other similar entitlement to acquire the fee interest in all or any portion of the Showcase II Property, or (iii) any instrument guaranteeing or providing credit support for any lease meeting the requirements of (i) or (ii) above.

 

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

 

Assumption. The borrower has the two-time right, commencing 12 months after loan origination, to transfer the Showcase II Property, provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender has reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; (iii) to the extent there is a tenant-in-common interest after such transfer (x) the transfer must not create more than five tenant-in-common owners of the Showcase II Property and (y) each tenant-in-common owner must be at least 51% owned and controlled by sponsorship approved by lender; and (iv) if required by the lender, rating agency confirmation from DBRS, Fitch and S&P that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series BANK 2018-BNK13 Certificates and similar confirmations from each rating agency rating any securities backed by the Showcase II Companion Loans with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Wells Fargo Bank, National Association, funded and placed with Nonghyup Bank, as the Trustee of Vestas Qualified Investors Private Real Estate Fund Investment Trust No. 35, a $37,000,000 mezzanine loan (the “Showcase II Mezzanine Loan”) to five tenants-in-common: Nakash Showcase II Mezz LLC; Nakash Holding Island Plaza Mezz LLC; SG Island Plaza Mezz LLC; EG Island Plaza Mezz LLC; and JG Island Plaza Mezz LLC, each a Delaware limited liability company (collectively, the Showcase II Whole Loan and the Showcase II Mezzanine Loan are referred to herein as the “Showcase II Total Debt”). The Showcase II Mezzanine Loan is secured by 100.0% of the direct equity interest in the Showcase II Borrower. The Showcase II Mezzanine Loan accrues interest at a rate of 7.0000% per annum and requires payments of interest-only through the maturity date of May 11, 2028 (co-terminous with the Showcase II Whole Loan).

 

Ground Lease. None.

 

Terrorism Insurance. The Showcase II 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 Showcase II Las Vegas Retail Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity (provided that if TRIPRA or a similar statute is not in effect, the borrower will not be obligated to pay terrorism insurance premiums in excess of two times the premium for the casualty and business interruption coverage on a stand-alone basis).

 

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

 

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No. 5 – ExchangeRight Net Leased Portfolio #22
 
Loan Information   Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Portfolio
Credit Assessment (DBRS/Fitch/S&P): NR/NR/NR   Property Type(3): Various
Original Principal Balance: $43,521,600   Specific Property Type(3): Various
Cut-off Date Balance: $43,521,600   Location(3): Various
% of Initial Pool Balance: 4.61%   Size: 229,251 SF
Loan Purpose: Acquisition  

Cut-off Date Balance Per SF:

 

$189.84
Borrower Name(1): ExchangeRight Net Leased Portfolio 22 DST   Year Built/Renovated(3): Various/NAP
Borrower Sponsor: ExchangeRight Real Estate, LLC   Title Vesting: Fee
Mortgage Rate: 4.3200%   Property Manager: NLP Management, LLC (borrower-related)
Note Date: June 7, 2018   4th Most Recent Occupancy (As of)(4): NAV
Maturity Date: July 1, 2028   3rd Most Recent Occupancy (As of)(4): NAV
IO Period: 120 months   2nd Most Recent Occupancy (As of)(4): NAV
Loan Term: 120 months   Most Recent Occupancy (As of)(4): NAV
Seasoning: 1 month   Current Occupancy (As of):  100.0% (8/1/2018)
Amortization Term: NAP      
Loan Amortization Type: Interest-only, Balloon   Underwriting and Financial Information:
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of)(4):  NAV
Call Protection: L(25),D(91),O(4)   3rd Most Recent NOI (As of)(4): NAV
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of)(4): NAV
Additional Debt: No   Most Recent NOI (As of)(4): NAV
Additional Debt Type: NAP      
      U/W Revenues: $4,304,538
      U/W Expenses: $107,613
      U/W NOI: $4,196,925
Escrows and Reserves(2):         U/W NCF: $4,037,623
Type: Initial Monthly

Cap

(If Any)

  U/W NOI DSCR: 2.20x
Taxes $111,991 $16,668 NAP   U/W NCF DSCR: 2.12x
Insurance $607 $202 NAP   U/W NOI Debt Yield : 9.6%
Deferred Maintenance $45,521 $0 NAP   U/W NCF Debt Yield: 9.3%
Replacement Reserves $96,665 $0 NAP   As-Is Appraised Value: $73,580,000
TI/LC Reserves $500,000 Springing NAP   As-Is Appraisal Valuation Date: Various
Condominium Assessments Reserve $0 Springing NAP   Cut-off Date LTV Ratio: 59.1%
BioLife Rollover Reserve $0 Springing NAP   LTV Ratio at Maturity: 59.1%
             
               
(1)See “The Borrower” section.

(2)See “Escrows” section.

(3)See “The Properties” section.

(4)Historical occupancy and NOI are unavailable as the ExchangeRight Properties (as defined below) were acquired by the borrower sponsor between May and June 2018.

 

The Mortgage Loan. The mortgage loan (the “ExchangeRight Mortgage Loan”) is evidenced by a single promissory note secured by the fee interests in fifteen cross-collateralized, triple-net leased, single-tenant retail and medical office properties located across ten states (the “ExchangeRight Properties”). The ExchangeRight Mortgage Loan had an original principal balance of $43,521,600, has an outstanding principal balance as of the Cut-off Date of $43,521,600 and accrues interest at an interest rate of 4.3200% per annum. The ExchangeRight Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest-only through the maturity date of July 1, 2028.

 

Following the REMIC lockout period, the borrower has the right to defease the ExchangeRight Mortgage Loan in whole, but not in part. In addition, the ExchangeRight Mortgage Loan is prepayable without penalty on or after April 1, 2028.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #22

 

Sources and Uses

 

Sources         Uses      
Original loan amount $43,521,600   59.0%   Purchase price(1) $72,387,683   98.1%
Borrower equity 30,245,087   41.0      Closing costs 1,379,004   1.9   
          Reserves 754,784   1.0   
Total Sources $73,766,687   100.0%   Total Uses $73,766,687   100.0%

 

(1)The borrower sponsor purchased the ExchangeRight Properties in separate transactions between May 14, 2018 and June 7, 2018 for an aggregate purchase price of $72,387,683.

 

The Properties. The ExchangeRight Properties are comprised of thirteen single-tenant retail and two medical office properties totaling 229,251 square feet and located across ten states. The ExchangeRight Properties are located in Wisconsin (one property, 26.0% of NRA), Michigan (three properties, 21.3% of NRA), New Jersey (two properties, 13.2% of NRA), Ohio (two properties, 8.6% of NRA) and Louisiana (two properties, 6.9% of NRA), with the five remaining properties located in Arizona, Indiana, Texas, Florida and Illinois. Built between 1998 and 2018, with eight of the fifteen properties built within the last two years, the ExchangeRight Properties range in size from 3,000 square feet to 59,500 square feet. As of August 1, 2018, the ExchangeRight Properties were 100.0% occupied.

 

The ExchangeRight Properties are leased to nationally recognized tenants in diverse retail segments including Kroger (d/b/a) Pick n Save, BioLife Plasma Services, LP, Walgreens, CVS Pharmacy, Tractor Supply, First Midwest Bank, Dollar General, Family Dollar and Fresenius Medical Care. Eight of the nine tenants are investment grade-rated (occupying thirteen of the fifteen properties, 82.1% of NRA and 86.0% of underwritten base rent). The ExchangeRight Properties have a weighted average remaining lease term of approximately 11.9 years. Leases representing 57.1% of the net rentable area and 59.0% of the underwritten base rent expire after the ExchangeRight Mortgage Loan maturity date.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #22

 

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

 

Tenant Name

City/State

Year Built/ Renovated NRSF % of Portfolio NRSF

Lease Expiration Date

Appraised Value(3) % of Portfolio Appraised Value Annual UW Base Rent Annual UW Base Rent PSF % of Annual UW Base Rent

Pick n Save(1)

Sun Prairie, WI

2007 / NAP 59,500 26.0% 12/31/2027 $12,300,000 16.7% $766,360 $12.88 16.9%

BioLife Plasma Services, LP(2)

Glendale, AZ

2018 / NAP 15,230 6.6% 4/30/2033 $11,500,000 15.6% $682,648 $44.82 15.0%

Walgreens(3)

West Lafayette, IN

2001 / NAP 14,175 6.2% 12/31/2031 $7,660,000 10.4% $480,000 $33.86 10.6%

CVS Pharmacy(4)

Novi, MI

2005 / NAP 13,013 5.7% 1/31/2028 $6,730,000 9.1% $421,881 $32.42 9.3%

Tractor Supply(5)

Egg Harbor Township, NJ

2017 / NAP 19,097 8.3% 10/31/2032 $5,900,000 8.0% $355,968 $18.64 7.8%

Walgreens(6)

Bedford, TX

2002 / NAP 13,650 6.0% 12/1/2028 $4,880,000 6.6% $293,000 $21.47 6.5%

Tractor Supply(7)

Oxford, MI

2017 / NAP 21,930 9.6% 2/28/2032 $4,500,000 6.1% $279,300 $12.74 6.2%

First Midwest Bank(8)

Melrose Park, IL

2007 / NAP 3,000 1.3% 10/31/2027 $4,460,000 6.1% $273,456 $91.15 6.0%

Walgreens(9)

Waterford Township, MI

1998 / NAP 13,905 6.1% 2/29/2028 $4,380,000 6.0% $275,319 $19.80 6.1%

Dollar General(10)

DeLand, FL

2011 / NAP 9,026 3.9% 8/31/2027 $1,950,000 2.7% $121,670 $13.48 2.7%

Dollar General(11) 

Girard, OH

2017 / NAP 10,566 4.6% 3/31/2033 $1,800,000 2.4% $115,803 $10.96 2.6%

Dollar General(12)

Franklin, OH

2017 / NAP 9,100 4.0% 4/30/2032 $1,560,000 2.1% $101,192 $11.12 2.2%

Family Dollar (13)

Bridge City, LA

2018 / NAP 8,320 3.6% 7/31/2033 $1,340,000 1.8% $87,000 $10.46 1.9%

Dollar General(14)

Baton Rouge, LA

2017 / NAP 7,489 3.3% 9/30/2032 $1,220,000 1.7% $80,357 $10.73 1.8%

Fresenius Medical Care(15)(16)(17)

Vineland, NJ

2016 / NAP 11,250 4.9% 5/31/2031 $3,400,000 4.6% $202,500 $18.00 4.5%
Total/Weighted Average 2010 / NAP 229,251 100.0%   $73,580,000 100.0% $4,536,454 $19.79 100.0%
                   
(1)Pick n Save has a rent increase to $13.08 PSF effective January 2023. Pick n Save has four five-year renewal options upon six months’ notice at fixed rents. Pick n Save has a right of first refusal to purchase its leased property.

(2)BioLife Plasma Services, LP has three five-year renewal options upon 180 days’ notice at a 5% increase in rent. BioLife Plasma Services, LP has an ongoing termination right with 30 days’ notice and payment of the present value (discounted at 8.25%) of all remaining lease payments through lease maturity. BioLife Plasma Services, LP also has a re-letting restriction for the two-year period after the expiration or earlier termination of its lease whereby the landlord may not sell or lease the related property to any operator of a plasmapheresis center or other competing business to BioLife Plasma Services, LP. Should BioLife Plasma Services, LP terminate its lease, the ExchangeRight Mortgage Loan Documents require the termination fee to be deposited to a BioLife rollover reserve. See “Escrows” section.

(3)Walgreens has a termination right on January 2022 and January 2027 with 6 months’ notice. Walgreens has a right of first refusal to purchase its leased property.

(4)CVS Pharmacy has a rent increase to $32.99 PSF effective April 2020. CVS Pharmacy has four five-year renewal options upon 180 days’ notice at fixed rents.

(5)Tractor Supply has a rent increase to $19.57 PSF effective May 2022. Tractor Supply has four five-year renewal options upon 90 days’ notice at fixed rents. Tractor Supply has a right of first refusal to purchase its leased property.

(6)Walgreens has a termination right on February 28, 2028 with 6 months’ notice. Walgreens has a right of first refusal to purchase its leased property.

(7)Tractor Supply has a rent increase to $13.37 PSF effective July 2021. Tractor Supply has four five-year renewal options upon 90 days’ notice at fixed rents. Tractor Supply has a right of first refusal to purchase its leased property.

(8)First Midwest Bank has an annual consumer price index increase (no less than 2.0% and no greater than 5.0%) in rent. First Midwest Bank has four five-year renewal options upon 12 months’ notice at market rent.

(9)Walgreens has one ten-year renewal option. Walgreens has a termination right on February 28, 2023 and on February 29, 2028 with 6 months’ notice. Walgreens has a right of first refusal to purchase its leased property.

(10)Dollar General has four five-year renewal options upon 180 days’ notice at fixed rents.

(11)Dollar General has four five-year renewal options upon 180 days’ notice at fixed rents.

(12)Dollar General has three five-year renewal options upon 180 days’ notice at fixed rents.

(13)Family Dollar has a rent increase to $10.96 PSF effective April 2028. Family Dollar has six five-year renewal options upon 180 days’ notice at fixed rents. Family Dollar has a right of first refusal to purchase its leased property.

(14)Dollar General has three five-year renewal options upon 180 days’ notice at fixed rents.

(15)The Fresenius Medical Care – Vineland NJ property is comprised of a 25% non-controlling interest in a four-unit condominium. The lender has been assigned all rights, easements, rights of way, reservations and powers of the borrower under the condominium documents.

(16)Fresenius Medical Care has sublet 1,492 square feet to a complimentary user, Nephrology and Hypertension Associates of New Jersey, LLC through May 7, 2020 at a base monthly rental rate of $18.00 PSF plus $7.69 PSF for tenant improvements. The sublease includes two five-year renewal options at fair market value.

(17)Fresenius Medical Care has a rent increase to $19.81 PSF effective June 2021. Fresenius Medical Care has three five-year renewal options upon 210 days’ notice at fair market rent.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #22

 

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

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/S&P)(1) No. of Properties NRSF % of Total
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent
Pick n Save BBB/Baa1/BBB 1 59,500 26.0% $12.88 $766,360 16.9%
Walgreens BBB/Baa2/BBB 3 41,730 18.2% $25.12 $1,048,319 23.1%
Tractor Supply NR/NR/NR 2 41,027 17.9% $15.48 $635,268 14.0%
Dollar General NR/Baa2/BBB 4 36,181 15.8% $11.58 $419,022 9.2%
BioLife Plasma Services, LP NR/Baa3/NR 1 15,230 6.6% $44.82 $682,648 15.0%
CVS Pharmacy NR/Baa1/BBB 1 13,013 5.7% $32.42 $421,881 9.3%
Fresenius Medical Care BBB-/Baa3/BBB- 1 11,250 4.9% $18.00 $202,500 4.5%
Family Dollar NR/Baa3/NR 1 8,320 3.6% $10.46 $87,000 1.9%
First Midwest Bank NR/Baa2/BBB- 1 3,000 1.3% $91.15 $273,456 6.0%
Subtotal/Wtd. Avg. 15 229,251 100.0% $19.79 $4,536,454 100.0%
               
Vacant Space     0 0.0%      
Total   229,251 100.0%      
               

 

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

 

The following table presents certain information relating to the lease rollover schedule at the ExchangeRight 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 Annual
 U/W
Base Rent
Annual
 U/W
Base Rent
 PSF
2018 0 0 0.0% 0 0.0% $0 0.0% $0.00
2019 0 0 0.0% 0 0.0% $0 0.0% $0.00
2020 0 0 0.0% 0 0.0% $0 0.0% $0.00
2021 0 0 0.0% 0 0.0% $0 0.0% $0.00
2022 0 0 0.0% 0 0.0% $0 0.0% $0.00
2023 0 0 0.0% 0 0.0% $0 0.0% $0.00
2024 0 0 0.0% 0 0.0% $0 0.0% $0.00
2025 0 0 0.0% 0 0.0% $0 0.0% $0.00
2026 0 0 0.0% 0 0.0% $0 0.0% $0.00
2027 3 71,526 31.2% 71,526 31.2% $1,161,486 25.6% $16.24
2028 3 40,568 17.7% 112,094 48.9% $990,200 21.8% $24.41
Thereafter 9 117,157 51.1% 229,251 100.0% $2,384,768 52.6% $20.36
Vacant 0 0 0.0% 229,251 100.0% $0 0.0% $0.00
Total/Weighted Average 15 229,251 100.0%     $4,536,454 100.0% $19.79

 

(1)Information obtained from the underwritten rent roll.

 

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

 

Historical Occupancy

 

12/31/2013(1)

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

8/1/2018

NAV NAV NAV NAV 100.0%

 

(1)The ExchangeRight Properties were acquired by the borrower sponsor between May and June 2018. Historical occupancy is not available.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #22

 

Underwritten Net Cash Flow. The following table presents certain information relating to the underwritten net cash flow at the ExchangeRight Properties:

 

Cash Flow Analysis(1)

 

  U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent(2) $4,531,093 105.3% $19.76
Less Vacancy(3)

(226,555)

(5.3)

(0.99)

Effective Gross Income $4,304,538 100.0% $18.78
       
Total Operating Expenses(4)

$107,613

2.5%

$0.47

       
Net Operating Income $4,196,925 97.5% $18.31
TI/LC 144,846 3.4 0.63
Replacement Reserves

14,456

0.3

0.06

Net Cash Flow $4,037,623 93.8% $17.61
       
NOI DSCR 2.20x    
NCF DSCR 2.12x    
NOI DY 9.6%    
NCF DY 9.3%    
(1)The ExchangeRight Properties were acquired by the borrower sponsor between May and June 2018. Historical operating statements are not available.

(2)U/W Base Rent is inclusive of $22,500 related to the Fresenius Medical Care June 2019 rent step.

(3)U/W Vacancy is 5.0%. The ExchangeRight Properties are currently 100.0% occupied.

(4)Total Operating Expenses consist of a 2.5% property management fee.

 

Appraisal. The ExchangeRight Properties were valued individually, with the individual values reflecting a cumulative “as-is” appraised value of $73,580,000. The appraisals are dated from March 9, 2018 to May 17, 2018.

 

Environmental Matters. According to the Phase I environmental assessments dated January 31, 2018 to May 22, 2018 there was no evidence of any recognized environmental conditions at the ExchangeRight Properties except for the Walgreens - West Lafayette IN property, which according to a Phase II environmental assessment dated May 14, 2018, had low level impacts to soil vapor likely associated with the former on-site commercial dry cleaning operations, that were not considered likely to present a vapor intrusion concern. The Phase II environmental assessment concluded that no additional investigation or action appears warranted.

 

The Borrower. The borrower is ExchangeRight Net Leased Portfolio 22 DST, a Delaware Statutory Trust (the “ExchangeRight Borrower”) with one trustee which is an independent director. At loan origination, the ExchangeRight Properties were conveyed and assumed from ExchangeRight Net Leased Portfolio 22, LLC to and by the ExchangeRight Borrower.

 

The ExchangeRight Borrower has master leased the ExchangeRight Properties to a master tenant owned by ExchangeRight Real Estate, LLC, which is owned by the ExchangeRight Mortgage Loan guarantors. The master tenant has one independent director. The master lease obligates the master tenant to operate the ExchangeRight Properties and make decisions on behalf of the ExchangeRight Borrrower and to make all repairs other than capital expenses (however replacement reserves under the ExchangeRight Mortgage Loan may be made available to the master tenant.) The master tenant’s interest in all tenant rents are assigned to the ExchangeRight Borrower, which in turn assigned its interest to the lender. The master lease is subordinate to the ExchangeRight Mortgage Loan and the lender has the ability to cause the ExchangeRight Borrower to terminate the master lease. A default under the master lease is an event of default under the ExchangeRight Mortgage Loan and gives rise to recourse liability to the guarantors for losses unless such default is solely for the purpose to pay rent under the master lease if the ExchangeRight Properties do not generate sufficient gross income from operations.

 

The lender has the ability to cause the ExchangeRight Borrower to convert from a Delaware statutory trust to a limited liability company upon (i) an event of default or the lender’s determination of imminent default, (ii) the lender’s determination that the ExchangeRight Borrower will be unable to make a material decision or take a material action required in connection with the operation and maintenance of any individual property, (iii) 90 days prior to the ExchangeRight Mortgage Loan maturity date if an executed commitment from an institutional lender to refinance the ExchangeRight Mortgage Loan is not delivered to the lender.

 

Anytime after December 7, 2018, the ExchangeRight Borrower has the right to a “Qualified Transfer” of all of its ownerships interests to an Approved Transferee (as defined below) and to replace the guarantors with an affiliate of the Approved Transferee acceptable to the lender provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) the Approved Transferee owns at least 51% of the beneficial ownership interests in the ExchangeRight Borrower and master tenant, (iii) the delivery of a REMIC opinion, an insolvency opinion and other opinions required by the lender and (iv) the receipt of rating agency confirmation that such assumption will not result in a downgrade of the respective ratings assigned to the BANK 2018-BNK13 Certificates. Should the ExchangeRight Borrower fail to make such Qualified Transfer by July 1, 2025 (36 months prior to the ExchangeRight Mortgage Loan maturity date), a Cash Sweep Period will be triggered (see “Lockbox and Cash Management” section.)

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #22

 

“Approved Transferee” means (A) an eligible institution wholly-owned and controlled by a bank, savings and loan association, investment bank, insurance company, trust company, real estate investment trust, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan or institution similar to any of the foregoing or (B) any person that (1)(i) has never been indicted or convicted of, or plead guilty or no contest to a felony, (ii) has never been indicted or convicted of, or plead guilty or no contest to a Patriot Act offense and is not on any government watch list, (iii) has never been the subject of a voluntary or involuntary bankruptcy proceeding and (iv) has no material outstanding judgments against it, (2) is regularly engaged in the business of owning or operating commercial properties, or interests therein, which are similar to the ExchangeRight Properties, (3) owns interests in, or operates, at least five properties with a minimum of 750,000 square feet and (4) has total assets of at least $100,000,000.

 

Legal counsel to the ExchangeRight Borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Mortgage Loan.

 

David Fisher, Joshua Ungerecht and Warren Thomas, the owners of ExchangeRight Real Estate, LLC, are the guarantors of certain nonrecourse carveouts under the ExchangeRight Mortgage Loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Delaware Statutory Trusts” in the Preliminary Prospectus.

 

The Borrower Sponsor. The borrower sponsor is ExchangeRight Real Estate, LLC. ExchangeRight Real Estate, LLC has more than $1.2 billion of assets and more than 11 million square feet under management. ExchangeRight Real Estate, LLC has more than 425 investment-grade retail and class B/B+ multifamily properties located across 30 states.

 

Escrows. The ExchangeRight Mortgage Loan documents provide for upfront reserves in the amount of (i) $111,991 for real estate taxes, (ii) $607 for flood insurance premiums, (iii) $45,521 for deferred maintenance, (iv) $96,665 for replacement reserves, and (v) $500,000 for tenant improvements and leasing commissions.

 

Upon an event of default, and when the debt service coverage ratio is less than 1.45x based on the trailing twelve-month period, the borrower is required to deposit monthly $27,701 plus any termination fees received for tenant improvements and leasing commissions, which reserved amounts will be released to the borrower, provided no event of default is continuing, when the debt service coverage ratio equals or exceeds 1.45x based on the trailing twelve-month period.

 

Upon any of (i) an event of default, (ii) an event of default under a tenant lease, (iii) a tenant no longer being liable for paying property taxes directly to the taxing authority, or (iv) the borrower failing to provide evidence that such property taxes have been paid in full on or prior to when due, the borrower will be required to make monthly deposits for real estate taxes in an amount equal to 1/12th of the estimated annual amount due, initially $16,668.

 

The ExchangeRight Mortgage Loan documents require monthly deposits for property and liability insurance premiums in an amount equal to 1/12th of the estimated annual amount due, unless waived (as currently) due to a blanket policy being in place. The ExchangeRight Mortgage Loan documents require monthly deposits for flood insurance premiums, initially $202.

 

Upon the Fresenius Medical Care lease guarantor no longer being investment grade-rated, the borrower is required to immediately deposit $7,819 for condominium reserves, or some other lender-estimated amount such that the balance of the condominium reserves is at all times equal to at least the aggregate amount of condominium assessments due with respect to the Fresenius Medical Care – Vineland NJ property for the following six-month period.

 

Upon BioLife Plasma Services, LP exercising a termination option, the borrower is required to immediately deposit the termination fee received (equal to the present value, discounted at 8.25%, of all remaining lease payments through lease maturity of April 30, 2033) less one month of BioLife Plasma Services, LP rent to the BioLife rollover reserve, which reserve will be released monthly, provided no event of default is continuing, to the borrower to replace the revenue lost as a result of the BioLife Plasma Services, LP termination, unless a Cash Sweep Period (as defined below) is continuing, in which case such funds will be transferred to the lockbox account and disbursed in accordance with the ExchangeRight Mortgage Loan documents.

 

Lockbox and Cash Management. The ExchangeRight Mortgage Loan is structured with a hard lockbox and springing cash management. During the occurrence and continuance of a Cash Sweep Period (as defined below), all funds are required to be swept each business day into the cash management account controlled by the lender and disbursed on each payment date in accordance with the ExchangeRight Mortgage Loan documents, with all excess cash flow to be held as additional security for the ExchangeRight Mortgage Loan until the discontinuance of the Cash Sweep Period. Notwithstanding the foregoing, if a Cash Sweep Period occurs twice during the ExchangeRight Mortgage Loan term, the Cash Sweep Period will continue for the remainder of the ExchangeRight Mortgage Loan term and the borrower will not be entitled to any disbursement of excess cash.

 

A “Cash Sweep Period” will exist (A) when the debt service coverage ratio is less than 1.50x for one quarter based on the preceding twelve months, ending when the debt service coverage ratio is equal to or greater than 1.55x for two consecutive calendar quarters based on the preceding twelve months or (B) beginning July 1, 2025 (36 months prior to the loan maturity date), ending on a Qualified Transfer Trigger Event Cure (as defined below).

 

A “Qualified Transfer Trigger Event Cure” means the occurrence of a Qualified Transfer (see “The Borrower” section above); provided, however, for purposes of this definition, the Approved Transferee additionally (i) at all times maintains a minimum net worth of at least $200,000,000 and total assets of at least $400,000,000, (ii) executes and delivers to the lender a full recourse guaranty for the entire outstanding principal balance of the ExchangeRight Mortgage Loan, (iii) owns 100% of the legal and beneficial ownership interests in the borrower, and (iv) is not a Delaware statutory trust.

 

Property Management. The ExchangeRight Properties are managed by NLP Management, LLC, an affiliate of the borrower.

 

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

 

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EXCHANGERIGHT NET LEASED PORTFOLIO #22

 

Assumption. After December 7, 2018, the borrower has the right to transfer the ExchangeRight Properties in their entirety provided that certain conditions are satisfied, including: (i) no event of default has occurred and is continuing, (ii) a REMIC opinion, an insolvency opinion and other opinions required by the lender have been provided and (iii) rating agency confirmation from Fitch, DBRS and S&P that such assumption will not result in a downgrade , withdrawal or qualification of the respective ratings assigned to the BANK 2018-BNK13 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Right of First Refusal / Offer. Seven tenants: Pick n Save, Walgreens (at the Walgreens - West Lafayette IN property), Tractor Supply (at the Tractor Supply - Egg Harbor NJ property), Walgreens (at the Walgreens – Bedford TX property), Tractor Supply (at the Tractor Supply – Oxford MI property), Walgreens (at the Walgreens - Waterford MI property) and Family Dollar, have rights of first refusal to purchase their leased properties. See “Description of the Mortgage Pool—Tenant Leases—Purchase Options and Rights of First Refusal” in the Preliminary Prospectus.

 

Terrorism Insurance. The ExchangeRight Mortgage Loan documents require that the property insurance policy required to be maintained by the borrower provide coverage for perils and acts of terrorism in an amount equal to 100% of the full replacement cost of the ExchangeRight Properties. The ExchangeRight Mortgage 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 6-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

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

 

43 

 

 

No. 6 – The Galleria
 
Loan Information   Property Information
Mortgage Loan Seller: Bank of America, National Association   Single Asset/Portfolio: Single Asset
Credit Assessment (DBRS/Fitch/S&P): NR/NR/NR   Property Type: Office
Original Principal Balance: $42,000,000   Specific Property Type: Suburban
Cut-off Date Balance: $42,000,000   Location: Metairie, LA
% of Initial Pool Balance: 4.45%   Size: 470,540 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF: $89.26
Borrower Name: Galleria Operating Co. LLC   Year Built/Renovated: 1986/NAP
Borrower Sponsor: Jeffrey Feil   Title Vesting: Fee
Mortgage Rate: 4.2500%   Property Manager: Broadwall Management Corp. (borrower-related)
Note Date: May 30, 2018   4th Most Recent Occupancy: 97.8% (12/31/2014)
Maturity Date: June 1, 2028   3rd Most Recent Occupancy: 95.0% (12/31/2015)
IO Period: 120 months   2nd Most Recent Occupancy: 95.8% (12/31/2016)
Loan Term: 120 months   Most Recent Occupancy(2): 84.9% (12/31/2017)
Seasoning: 2 months   Current Occupancy: 84.0% (6/1/2018)
Amortization Term: NAP    
Loan Amortization Type: Interest-only, Balloon   Underwriting and Financial Information:
Interest Accrual Method: Actual/360      
Call Protection: L(26),D(89),O(5)   4th Most Recent NOI: $5,966,923 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   3rd Most Recent NOI: $5,844,782 (12/31/2016)
Additional Debt: No   2nd Most Recent NOI: $5,379,430 (12/31/2017)
Additional Debt Type: NAP   Most Recent NOI(2): $5,258,829 (5/31/2018 TTM)
       
      U/W Revenues: $10,090,164
      U/W Expenses: $4,972,101
Escrows and Reserves(1):     U/W NOI: $5,118,063
          U/W NCF: $4,485,781
Type: Initial Monthly Cap (If Any)   U/W NOI DSCR: 2.83x
Taxes $494,746 $70,678 NAP   U/W NCF DSCR: 2.48x
Insurance $1,013 $84 NAP   U/W NOI Debt Yield: 12.2%
Replacement Reserves $0 $12,548 NAP   U/W NCF Debt Yield: 10.7%
TI/LC Reserves $1,000,000 $39,212 $2,000,000   Appraised Value(3): $67,570,000
Landlord Obligation Reserve $941,054 $0 NAP   Appraisal Valuation Date(3): April 24, 2018
          Cut-off Date LTV Ratio(3): 62.2%
          LTV Ratio at Maturity(3): 62.2%
             

 

(1)See “Escrows” section.

(2)The decrease in December 31, 2017 occupancy and NOI is reflective of the University of Phoenix tenant vacating 34,194 square feet in April 2017.

(3)The appraiser concluded to an “As Is” appraised value of $67,570,000 with a valuation date of April 24, 2018. The appraiser also concluded to an “As Stabilized” appraised value of $73,580,000 with a valuation date of May 1, 2020, which assumes 34,325 square feet of additional leasing at The Galleria Property, achieving a stabilized occupancy rate of 92.0%. The Cut-off Date LTV Ratio and the LTV Ratio at Maturity assuming the “As Stabilized” appraised value is 57.1% and 57.1%, respectively.

 

The Mortgage Loan. The mortgage loan (“The Galleria Mortgage Loan”) is evidenced by a promissory note secured by a first mortgage encumbering the fee interest in a 470,540 square foot, 21-story, Class A, office building located in Metairie, Louisiana (“The Galleria Property”). The Galleria Mortgage Loan had an original principal balance of $42,000,000, has an outstanding principal balance as of the Cut-off Date of $42,000,000 and accrues interest at an interest rate of 4.2500% per annum. The Galleria Mortgage Loan had an initial term of 120 months, has a remaining term of 118 months as of the Cut-off Date and requires payments of interest-only through the maturity date of June 1, 2028.

 

Following the REMIC lockout period, the borrower has the right to defease The Galleria Mortgage Loan in whole, but not in part. In addition, The Galleria Mortgage Loan is prepayable without penalty on or after February 1, 2028.

 

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

 

44 

 

 

THE GALLERIA

 

Sources and Uses

 

Sources         Uses      
Original loan amount $42,000,000   100.0%   Loan payoff $33,672,192    80.2%
          Return of equity 5,676,234   13.5
          Reserves 2,436,814   5.8
          Closing costs 214,760   0.5
Total Sources $42,000,000  100.0%   Total Uses $42,000,000   100.0%

 

The Property. The Galleria Property is a sixteen-story Class A office building totaling 470,540 square feet above a five-story 1,964-space above-ground parking garage located in Metairie, Louisiana. Built in 1986 on 4.3-acres, The Galleria Property is situated on a dual corner site fronting the southeastern corner of Galleria Boulevard and South I-10 Service Road East as well as the northeastern corner of Galleria Boulevard and 34th Street. The Galleria Property includes 13,583 square feet of ground floor retail space, a 4,937 square foot gym and 24-hour manned security for its tenants. The borrower sponsor acquired The Galleria Property in 2005 for a purchase price of $56,500,000 and from 2014 through 2017, has invested a total of $8,308,920 in property improvements, tenant improvements and leasing commissions.

 

As of June 1, 2018, The Galleria Property was occupied by 48 various tenants with 22 tenants (representing 55.7% of net rentable area and 67.4% of underwritten base rent) having been in occupancy at The Galleria Property since 2008 or earlier. Major tenants at The Galleria Property include Humana Health Benefit, a health care delivery and plan administration company (47,590 square feet, 10.1% of NRA, 12.8% of underwritten base rent), LAMMICO, the largest medical malpractice insurance company in Louisiana and headquartered at The Galleria Property, (42,176 square feet, 9.0% of NRA, 10.1% of underwritten base rent), GSA – ATFE (Bureau of Alcohol, Tobacco, Firearms & Explosives) (39,642 square feet, 8.4% of NRA, 11.8% of underwritten base rent), Tribune Television New Orleans (d/b/a WGNO ABC26/ WNOL WB38) a television and radio broadcaster headquartered at The Galleria Property and a subsidiary of Tribune Television Company (30,937 square feet, 6.6% of NRA, 7.1% of underwritten base rent), and Postlethwaite & Netterville, a Top 100 U.S. accounting firm, (23,085 square feet, 4.9% of NRA, 5.7% of underwritten base rent), with no other tenant representing more than 4.5% of net rentable area or 5.4% of underwritten base rent.

 

The following table presents certain information relating to the major tenants at The Galleria Property:

 

Major Tenants

 

Tenant Name Credit Rating
(Fitch/

Moody’s/
S&P)(1)
Tenant
NRSF
% of
NRSF
Annual
U/W
Base
Rent
PSF
Annual
U/W Base
Rent
% of
Total
Annual
U/W
Base
Rent
Lease
Start
Date
Lease
Expiration
Date
Renewal Options
                 
Major Tenant              
Humana Health Benefit BBB+/Baa3/BBB+ 47,590 10.1% $24.50 $1,165,955 12.8% 6/1/1998 12/31/2019 1x5 Yrs
LAMMICO(2) NR/NR/NR 42,176 9.0% $21.75 $917,328 10.1% 4/12/2003 6/30/2029 1x5 Yrs
GSA – ATFE(3) AAA/Aaa/AA+ 39,642 8.4% $27.05 $1,072,514 11.8% 12/27/2006 12/26/2031 NAP
Tribune Television of New Orleans(4) NR/B1/BB- 30,937 6.6% $21.06 $651,598 7.1% 8/1/2007 7/31/2027 2x10 Yrs
Postlethwaite & Netterville NR/NR/NR 23,085 4.9% $22.50 $519,413 5.7% 6/4/2010 7/31/2028 1x5 Yrs
Subtotal/Wtd. Avg. 183,430 39.0% $23.59 $4,236,808 47.4%      
                   
Other Tenants   200,299 42.6% $23.93 $4,793,552 52.6%      
Non-Leased Space(5)   11,682 2.5% $0.00 $0 0.0%      
Vacant Space   75,129 16.0%            
                   
Total 470,540 100.0%            
                   

 

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

(2)LAMMICO has a termination right on June 30, 2026 upon 9 months’ prior notice and payment of a termination fee equal to $720,408.

(3)GSA-ATFE has a termination right at any time after December 26, 2026 upon 120 days’ prior notice.

(4)Tribune Television of New Orleans’ rent will increase to $21.48 per SF effective August 1, 2022

(5)Non-Leased Space includes 4,937 square feet for the building gym, 3,886 square feet for a hurricane bunker, 1,771 square feet for the property management office and 1,088 square feet for a chapel, for which no rent is collected.

 

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

 

45 

 

 

THE GALLERIA

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of
Leases Expiring
Expiring
NRSF
% of
Total
NRSF
Cumulative
Expiring
NRSF
Cumulative
% of Total
NRSF
Annual
 U/W
Base Rent
% of Total
Annual
U/W Base
Rent
Annual
 U/W
Base
Rent
PSF
MTM 4 5,742 1.2% 5,742 1.2% $142,683 1.6% $24.85
2018 5 8,719 1.9% 14,461 3.1% $204,991 2.2% $23.51
2019 15 93,853 19.9% 108,314 23.0% $2,203,122 24.2% $23.47
2020 7 30,856 6.6% 139,170 29.6% $762,271 8.4% $24.70
2021 6 29,593 6.3% 168,763 35.9% $652,507 7.2% $22.05
2022 3 23,585 5.0% 192,348 40.9% $544,441 6.0% $23.08
2023 1 20,984 4.5% 213,332 45.3% $487,878 5.3% $23.25
2024 1 2,967 0.6% 216,299 46.0% $71,208 0.8% $24.00
2025 0 0 0.0% 216,299 46.0% $0 0.0% $0.00
2026 0 0 0.0% 216,299 46.0% $0 0.0% $0.00
2027 2 45,340 9.6% 261,639 55.6% $1,004,472 11.0% $22.15
2028 1 23,085 4.9% 284,724 60.5% $519,413 5.7% $22.50
Thereafter 3 99,005 21.0% 383,729 81.6% $2,527,373 27.7% $25.53
Non-Leased Space(3) 0 11,682 2.5% 395,411 84.0% $0 0.0% $0.00
Vacant 0 75,129 16.0% 470,540 100.0% $0 0.0% $0.00
Total/Weighted Average(4) 48 470,540 100.0%     $9,120,360 100.0% $23.77

 

(1)Information obtained from the underwritten rent roll.

(2)Certain tenants may have multiple leases which have been consolidated for purposes of this Lease Expiration Schedule.

(3)Non-Leased Space includes 4,937 square feet for the building gym, 3,886 square feet for a hurricane bunker, 1,771 square feet for the property management office and 1,088 square feet for a chapel, for which no rent is collected.

(4)Total/Weighted Average Annual U/W Base Rent PSF excludes Non-Leased Space and Vacant space.

 

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

 

Historical Occupancy

 

12/31/2013 

12/31/2014 

12/31/2015 

12/31/2016 

12/31/2017(1) 

6/1/2018(2) 

96.9% 97.8% 95.0% 95.8% 84.9% 84.0%

 

(1)The decrease in December 31, 2017 occupancy is reflective of the University of Phoenix tenant vacating 34,194 square feet in April 2017.

(2)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

  2015 2016 2017 5/31/2018
TTM
U/W % of U/W
Effective
Gross
Income
U/W $ per
SF
Base Rent $9,485,913 $9,423,041 $9,085,120 $9,014,490 $10,824,654(1) 107.3% $23.00
Total Reimbursables 816,138 569,210 328,448 285,201 256,180 2.5 0.54
Parking Income 640,443 722,903 775,449 772,339 749,760 7.4 1.59
Other Income(2) 32,874 20,661 15,580 24,186 4,770 0.0 0.01
Less Vacancy & Credit Loss

0

0

0

0

(1,745,200)(3)

(17.3)    

(3.71)

Effective Gross Income $10,975,368 $10,735,815 $10,204,597 $10,096,216 $10,090,164 100.0% $21.44
               
Total Operating Expenses $5,008,445 $4,891,033 $4,825,167 $4,837,387 $4,972,101 49.3% $10.57
 

 

 

 

 

 

 

 

Net Operating Income $5,966,923 $5,844,782 $5,379,430 $5,258,829 $5,118,063 50.7% $10.88
TI/LC 0 0 0 0 481,709 4.8 1.02
Capital Expenditures

0

0

0

0

150,573

1.5      

0.32

Net Cash Flow $5,966,923 $5,844,782 $5,379,430 $5,258,829 $4,485,781 44.5% $9.53
               
NOI DSCR 3.30x 3.23x 2.97x 2.91x 2.83x    
NCF DSCR 3.30x 3.23x 2.97x 2.91x 2.48x    
NOI DY 14.2% 13.9% 12.8% 12.5% 12.2%    
NCF DY 14.2% 13.9% 12.8% 12.5% 10.7%    

 

(1)U/W Base Rent includes grossed up vacant space and rent bumps through 7/1/2019 equal to $127,690.

(2)Other Income includes forfeited deposits, antennae and signage income, late charges, after-hour utility charges and other miscellaneous income.

(3)U/W Vacancy includes month-to-month tenants marked as vacant. The Galleria Property was 84.0% leased as of June 1, 2018 and has averaged 94.1% from 2013 through 2017.

 

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

 

46 

 

 

THE GALLERIA

 

Appraisal. The appraiser concluded to an “As Is” appraised value of $67,570,000 with a valuation date of April 24, 2018. The appraiser also concluded to an “As Stabilized” appraised value of $73,580,000 with a valuation date of May 1, 2020, which assumes 34,325 square feet of additional leasing at The Galleria Property, achieving a stabilized occupancy rate of 92.0%. The Cut-off Date LTV Ratio and the LTV Ratio at Maturity assuming the “As Stabilized” appraised value is 57.1% and 57.1%, respectively.

 

Environmental Matters. According to the Phase I Environmental Assessment dated April 25, 2018, there are no recognized environmental conditions at The Galleria Property.

 

Market Overview and Competition. The Galleria Property is located in Metairie, Louisiana, approximately five miles northwest of the New Orleans central business district. Primary access to The Galleria Property is provided by Interstate Highway 10, an eight-lane highway connecting to the City of New Orleans to the east and southeast and to the Louis Armstrong (New Orleans) International Airport to the west. Additional access is provided by Veterans Memorial Boulevard which, according to the appraisal, is considered a primary retail and commercial corridor for the New Orleans metropolitan area, anchored by the one million square foot Lakeside Shopping Center Mall located less than one mile north of The Galleria Property, and by Clearview Parkway and Causeway Boulevard.

 

Metairie is home to the NFL franchise New Orleans Saints offices and practice fields. Major employers in Metairie include East Jefferson General Hospital (3,000 employees), Audubon Engineering Company (950 employees) and Favrot & Shane AIA Architects (361 employees). The 2017 year-end unemployment rate for New Orleans-Metairie was 3.7%.

 

According to the appraiser, the estimated 2017 population within a one-, three- and five-mile radius was 18,805, 130,985 and 297,803, respectively, and the estimated 2017 average household income within the same radii was $79,767, $80,985, and $77,949, respectively.

 

The Galleria Property is located in the Airport/Metairie/Kenner office submarket of the New Orleans/Metairie/Kenner office market, which had a year-end 2017 vacancy rate of 6.5% and quoted rental rates of $19.34 per square foot. Within the Airport/Metairie/Kenner submarket The Galleria Property is further designated as part of East Metairie by a third party providing local statistics. East Metairie contains five Class A office properties and 28 non-Class A office properties and had a 2017 vacancy rate of 10.8% with average rental rates of $21.55 per square foot.

 

The following table presents certain information relating to comparable office properties to The Galleria Property:

 

Comparable Properties(1)

 

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

 

 Annual Base Rent
PSF (FSG)

The Galleria 

1 Galleria Boulevard 

Metairie, LA 

84%(2) 1986/NAP 470,540(2) N/A $23.77(2)

Heritage Plaza(3) 

111 Veterans Boulevard 

Metairie, LA 

95% 1983/2007 353,003 2.1 miles $22.00-$23.00

Lakeway I, II and III(3) 

3900 North Causeway 

Metairie, LA 

95% 1983/NAV 1,221,870 2.2 miles $24.00-$25.00

Causeway Plaza I, II & III(3) 

3300 West Esplanade 

Metairie, LA 

91% 1983/NAV 335,425 2.3 miles $20.00

Executive Tower 

3500 N. Causeway Boulevard 

Metairie, LA 

82% 1972/NAV 184,609 2.0 miles $18.50

 

(1)Information obtained from the appraisal.

(2)Information obtained from the underwritten rent roll.

(3)The Galleria borrower sponsor also owns the fee interest in Heritage Plaza and the fee and leasehold interests in Lakeway I, II and III and Causeway Plaza I, II & III.

 

The Borrower. The borrower is Galleria Operating Co. LLC, a Delaware limited liability company and single purpose entity with at least one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Galleria Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor and guarantor of certain nonrecourse carveouts is Jeffrey Feil. Jeffrey Feil is the CEO of The Feil Organization. The Feil Organization is an investment, development and management firm with a portfolio of over 26 million square feet of retail, commercial and industrial properties, over 5,000 residential rental units, hundreds of net leased properties and thousands of acres of undeveloped land across the United States.

 

The Galleria Mortgage Loan documents permit the guarantor to be replaced during The Galleria Mortgage Loan term by Feil Properties L.L.C., a New York limited liability company, provided that it maintains a net worth of not less than $27,000,000 and liquidity of not less than $3,000,000.

 

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

 

47 

 

 

THE GALLERIA

 

Escrows. The Galleria Mortgage Loan documents provide for upfront escrows in the amount of (i) $494,746 for real estate taxes, (ii) $1,013 for flood insurance premiums, (iii) $1,000,000 for tenant improvements and leasing commissions and (iv) $941,054 for outstanding landlord obligations relating to four tenants.

 

The Galleria Mortgage Loan documents require monthly escrows of (i) 1/12th of the estimated annual property taxes (currently $70,678), (ii) 1/12th of the estimated annual flood insurance premiums (currently $84) and 1/12th of the estimated annual all-risk insurance premiums due (unless the latter is waived due to a blanket policy being in place), (iii) $12,548 for replacement reserves, and (iv) $39,212 for tenant improvements and leasing commissions (until the tenant improvement and leasing commissions reserve has reached $2,000,000).

 

Lockbox and Cash Management. The Galleria Mortgage Loan requires a hard lockbox with springing cash management. Upon a Cash Sweep Period (as defined below), funds in the lockbox account are required to be transferred daily to the lender-controlled cash management account to be disbursed according to The Galleria Mortgage Loan documents. Also during the continuance of a Cash Sweep Period, all excess cash will be collected and held as additional security for The Galleria Mortgage loan.

 

A “Cash Sweep Period” will exist upon either (a) a Critical Tenant Trigger Period (as defined below) or (b) the period when the debt service coverage ratio is less than 1.50x until either (x) the debt service coverage ratio equals or exceeds 1.60x for two consecutive calendar quarters or (y) the lender receives an amount that if applied to the reduction of the principal amount of The Galleria Mortgage Loan, would cause the debt service coverage ratio to be equal to or greater than 1.50x.

 

A “Critical Tenant Trigger Period” will commence upon: 

(i) any Critical Tenant (as defined below) vacating or giving notice of its intent to vacate its leased space, 

(ii) any Critical Tenant’s lease being terminated, 

(iii) the date that is six months prior to the final expiration of any Critical Tenant’s lease, 

(iv) the date that any Critical Tenant fails to exercise its option to renew or extend its lease as required under its lease, 

(v) any Critical Tenant defaulting in rent, or 

(vi) any Critical Tenant, or any guarantor of the Critical Tenant’s lease, becoming the subject of any bankruptcy proceeding.

 

A “Critical Tenant Trigger Period” will end upon: 

(i) if triggered solely by (i) above, the date that (1) the Critical Tenant is conducting its normal business operations in its leased space and has irrevocably revoked such notice to vacate or (2) a Critical Tenant Space Re-tenanting Event (as defined below) has occurred, 

(ii) if triggered solely by any of (ii), (iii) or (iv) above, the date that (1) the Critical Tenant has renewed its lease for all of its leased space and all tenant improvement costs, leasing commissions and other material costs and expenses related thereto have been satisfied or deposited into the tenant improvements and leasing commissions reserve, or (2) a Critical Tenant Space Re-tenanting Event has occurred, 

(iii) if triggered solely by (v) above, upon a cure of the applicable event of default, and 

(vi) if triggered solely by (vi) above, the date that the Critical Tenant’s lease, or the guaranty of the lease, is assumed without alteration of any material terms thereto (as ordered by the bankruptcy court) or the assets of Critical Tenant, or any guarantor of the lease, are no longer subject to bankruptcy.

 

A “Critical Tenant” is any tenant including Humana Health Benefit, LAMMICO and GSA-ATFE, and any replacement tenant thereof.

 

A “Critical Tenant Space Re-tenanting Event” means, with respect to a lease with any Critical Tenant, the date upon which all of the following conditions have been satisfied: (i) the entire leased space is leased to one or more replacement tenants on terms and conditions acceptable to the lender, (ii) all tenant improvement costs, leasing commissions and other material costs and expenses have been paid in full or deposited into the tenant improvements and leasing commissions reserve, and (iii) the replacement tenant(s) are conducting normal business operations at the related space.

 

Property Management. The Galleria Property is managed by Broadwall Management Corp., an affiliate of the borrower.

 

Assumption. Beginning six months after the loan origination date, the borrower has the right to transfer The Galleria Property, provided that certain other conditions are satisfied, including, but not limited to: (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee satisfies the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (iii) a REMIC opinion, a non-consolidation opinion and other opinions required by the lender are provided; and (iv) if required by the lender, rating agency confirmation from DBRS, Fitch, and S&P that such transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2018-BNK13 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Terrorism Insurance. The Galleria Mortgage Loan documents require that the property insurance policy required to be maintained provide coverage for perils and acts of terrorism in an amount equal to the full replacement cost of The Galleria Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 6-month extended period of indemnity. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

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

 

48 

 

 

No. 7 – Broadway Plaza
 
Loan Information   Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset

Credit Assessment (DBRS/Fitch/S&P)

(NR/NR/NR)   Property Type: Retail
Original Principal Balance: $40,950,000   Specific Property Type: Anchored
Cut-off Date Balance: $40,950,000   Location: Chula Vista, CA
% of Initial Pool Balance: 4.34%   Size: 356,335 SF
Loan Purpose: Acquisition   Cut-off Date Balance Per SF: $114.92
Borrower: PPW Broadway, LLC   Year Built/Renovated: 2005/NAP
Borrower Sponsors: Jeffrey Essakow; Yehudi Gaffen   Title Vesting: Fee
Mortgage Rate: 4.672%   Property Manager: Self-managed
Note Date: June 21, 2018   4th Most Recent Occupancy (As of): 100.0% (12/31/2014)
Anticipated Repayment Date: July 1, 2028   3rd Most Recent Occupancy (As of): 98.2% (12/31/2015)
Maturity Date: November 1, 2029   2nd Most Recent Occupancy (As of): 100.0% (12/31/2016)
IO Period(1): 120 months   Most Recent Occupancy (As of): 100.0% (12/31/2017)
Loan Term (Original)(1): 120 months   Current Occupancy (As of): 100.0% (4/15/2018)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, ARD      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $3,062,875 (12/31/2015)
Call Protection(1): L(25),D(90),O(5)   3rd Most Recent NOI (As of): $2,984,959 (12/31/2016)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $3,169,714 (12/31/2017)
Additional Debt: None   Most Recent NOI (As of): $3,149,930 (TTM 4/30/2018)
Additional Debt Type: NAP    
         
Escrows and Reserves(2):     U/W Revenues: $4,627,369
      U/W Expenses: $1,363,716
Type: Initial Monthly Cap (If Any)   U/W NOI: $3,263,654
Taxes $74,639 $12,440 NAP   U/W NCF: $3,178,032
Insurance $0 Springing NAP   U/W NOI DSCR: 1.68x
Replacement Reserve $0 $402 $4,819   U/W NCF DSCR: 1.64x
TI/LC Reserves $0 Springing $391,968   U/W NOI Debt Yield: 8.0%
          U/W NCF Debt Yield: 7.8%
          As-Is Appraised Value: $58,500,000
          As-Is Appraisal Valuation Date: May 14, 2018
          Cut-off Date LTV Ratio: 70.0%
          LTV Ratio at Maturity or ARD: 70.0%
             
             
(1)Based on term to Anticipated Repayment Date.

(2)See “Escrows” section.

 

The Mortgage Loan. The mortgage loan (the “Broadway Plaza Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in an anchored retail center located in Chula Vista, California (the “Broadway Plaza Property”). The Broadway Plaza Mortgage Loan was originated on June 21, 2018 by Morgan Stanley Bank, N.A. The Broadway Plaza Mortgage Loan had an original principal balance of $40,950,000, has an outstanding principal balance as of the Cut-off Date of $40,950,000 and accrues interest at an interest rate (the “Initial Interest Rate”) of 4.672% per annum until its anticipated repayment date (the “ARD”). The Broadway Plaza Mortgage Loan had an initial term to the ARD of 120 months, has a remaining term to the ARD of 119 months as of the Cut-off Date and requires interest-only payments through the ARD. The ARD is July 1, 2028 and the final maturity date is November 1, 2029. In the event the Broadway Plaza Mortgage Loan is not repaid in full on or before the ARD, the interest rate on the Broadway Plaza Mortgage Loan will increase to a rate per annum (the “Revised Rate”) equal to the greater of (i) the Initial Interest Rate plus 2.75% and (ii) the sum of (a) the 10-year U.S. swap rate as of the ARD, (b) 1.82% and (c) 2.75%. Following the ARD, interest-only payments at the Initial Interest Rate will be continue to be due and payable, and interest accrued at the excess of the Revised Rate over the Initial Interest Rate will be deferred until the principal of the Broadway Plaza Mortgage Loan is repaid in full. The ARD automatically triggers a Cash Sweep Event Period (see “Lockbox and Cash Management” below) whereby all excess cash flow will be used to pay down the principal balance of the Broadway Plaza Mortgage Loan.

 

Following the lockout period, the Broadway Plaza Borrower has the right to defease the Broadway Plaza Mortgage Loan in whole, but not in part, on any date before March 1, 2028. The Broadway Plaza Mortgage Loan is prepayable without penalty on or after March 1, 2028.

 

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

 

49 

 

 

BROADWAY PLAZA

  

The Property. The Broadway Plaza Property is a 356,335-square foot anchored retail center located in Chula Vista, California, approximately 12 miles south of downtown San Diego and five miles north of the Mexico border. Comprised of seven buildings situated on a 31.3-acre site, the Broadway Plaza Property was 100.0% occupied by 14 tenants, as of April 15, 2018. The Broadway Plaza Property has been 100.0% occupied as of December 31st every year since 2014, except for 2015 when it was 98.2% occupied. The Broadway Plaza Property is anchored by Costco (43.4% of the net rentable area and 28.0% of underwritten base rent), and Walmart (43.1% of the net rentable area and 22.5% of underwritten base rent); both of which are on ground leases and have been tenants at the Broadway Plaza Property since it was built in 2005. The Broadway Plaza Property includes 1,713 surface parking spaces (4.81 spaces per 1,000 square feet).

 

The tenants at the Broadway Plaza Property have a weighted average remaining lease term of 8.4 years. Excluding Costco and Walmart, 48.5% of NRA has been in occupancy for a minimum of 10 years. Over the past 24 months, there have been five lease renewals at the Broadway Plaza Property, ranging in size from 1,132 to 14,850 square feet, with underwritten rents ranging from $20.90 to $53.15 per square foot. There were no tenant improvements or free rent offered on these five renewals and each tenant renewed at a higher rent.

 

Sources and Uses

 

Sources         Uses      
Original loan amount $40,950,000   69.1%   Purchase Price $58,500,000   98.7%
Sponsor’s new cash contribution 18,307,507   30.9       Closing Costs 682,868   1.2  
          Reserves 74,639   0.1 
Total Sources $59,257,507   100.0%   Total Uses $59,257,507   100.0%

 

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

 

Major Tenants

 

Tenant Name

 

Credit Rating
(Fitch/
S&P/

DBRS)(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
           
Anchor Tenants            
Costco A+/A+/AH 154,569 43.4% $6.34 $980,100 28.0% 10/31/2029(2)
Walmart AA/AA/AA 153,578 43.1% $5.12 $786,620 22.5% 10/15/2025(3)
Total Anchor Tenants 308,147 86.5% $5.73 $1,766,720 50.5%  
               
Major Tenants            
Navcare NR/NR/NR 14,580 4.1% $20.90 $304,722 8.7% 1/22/2020
Petco NR/NR/NR 13,200 3.7% $32.67 $431,244 12.3% 4/30/2020(4)
JP Morgan Chase Bank AA-/A-/AAL 4,584 1.3% $53.15 $243,640 7.0% 8/31/2023(5)
Total Major Tenants 32,364 9.1% $30.27 $979,606 28.0%  
               
Non-Major Tenants 15,824 4.4% $47.47 $751,105 21.5%  
Occupied Collateral Total 356,335 100.0% $9.82 $3,497,431 100.0%  
               
Vacant Space   0 0.0%        
Collateral Total   356,335 100.0%        
               

 

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

(2)Costco leases the land on which its store is located pursuant to a ground lease and owns its improvements. Costco has five, ten-year renewal options.

(3)Walmart leases the land on which its store is located pursuant to a ground lease and owns its improvements. Walmart has 12, five-year renewal options.

(4)Petco has one, five-year renewal option.

(5)JP Morgan Chase Bank has one, five-year renewal option.

 

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

 

50 

 

 

BROADWAY PLAZA

 

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

 

Lease Expiration Schedule(1)(2)

 

Year Ending
 December 31,
No. of Leases Expiring Expiring NRSF % of Total NRSF Cumulative Expiring NRSF Cumulative % of Total NRSF Annual
 U/W
Base Rent
% of Total Annual U/W Base Rent Annual
 U/W
Base Rent
 PSF
MTM 0 0 0.0% 0 0.0% $0 0.0% $0.00
2018 0 0 0.0% 0 0.0% $0 0.0% $0.00
2019 1 1,132 0.3% 1,132 0.3% $51,827 1.5% $45.78
2020 3 29,640 8.3% 30,772 8.6% $823,880 23.6% $27.80
2021 1 1,320 0.4% 32,092 9.0% $64,931 1.9% $49.19
2022 2 2,350 0.7% 34,442 9.7% $103,233 3.0% $43.93
2023 1 4,584 1.3% 39,026 11.0% $243,640 7.0% $53.15
2024 1 2,600 0.7% 41,626 11.7% $168,090 4.8% $64.65
2025 1 153,578 43.1% 195,204 54.8% $786,620 22.5% $5.12
2026 3 6,562 1.8% 201,766 56.6% $275,110 7.9% $41.92
2027 0 0 0.0% 201,766 56.6% $0 0.0% $0.00
2028 0 0 0.0% 201,766 56.6% $0 0.0% $0.00
Thereafter 1 154,569 43.4% 356,335 100.0% $980,100 28.0% $6.34
Vacant 0 0 0.0% 356,335 100.0% $0 0.0% $0.00
Total/Weighted Average 14 356,335 100.0%     $3,497,431   $9.82

 

(1)Information obtained from the underwritten rent roll.

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

 

The following table presents historical occupancy percentages at Broadway Plaza Property:

 

Historical Occupancy

 

12/31/2014(1) 

12/31/2015(1) 

12/31/2016(1) 

12/31/2017(1) 

4/15/2018(2) 

100.0% 98.2% 100.0% 100.0% 100.0%

 

(1)Information obtained from the borrower rent roll.

(2)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

  2015 2016 2017

TTM

4/30/2018

U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent $3,300,735 $3,341,368 $3,453,309 $3,454,133 $3,497,431(1) 75.6% $9.82
Total Reimbursables 774,163 706,620 785,291 780,521 1,084,951 23.4 3.04
Other Income 4,935 9,023 12,301 13,086 146,561(2) 3.2 0.41
Less Vacancy & Credit Loss 0 0 0 0 (101,574)(3) (2.2) (0.29)
Effective Gross Income $4,079,833 $4,057,011 $4,250,901 $4,247,740 $4,627,369 100.0% $12.99
               
Total Operating Expenses $1,016,958 $1,072,052 $1,081,187 $1,097,810 $1,363,716 29.5% $3.83
               
Net Operating Income $3,062,875 $2,984,959 $3,169,714 $3,149,930 $3,263,654 70.5% $9.16
Replacement Reserves 0 0 0 0 7,228 0.2 0.02
TI/LC 0 0 0 0 78,394 1.7 0.22
Net Cash Flow $3,062,875 $2,984,959 $3,169,714 $3,149,930 $3,178,032 68.7% $8.92
               
NOI DSCR 1.58x 1.54x 1.63x 1.62x 1.68x    
NCF DSCR 1.58x 1.54x 1.63x 1.62x 1.64x    
NOI DY 7.5% 7.3% 7.7% 7.7% 8.0%    
NCF DY 7.5% 7.3% 7.7% 7.7% 7.8%  

 

 

(1)Base rent has been underwritten based on the April 15, 2018 rent roll and includes contractual rent steps through June 2019 totaling $30,092.

(2)Underwritten Other Income includes straight-lined rent for Costco through the extended maturity date totaling $137,052.

(3)The underwritten economic vacancy is 2.5%. The Broadway Plaza Property was 100.0% physically occupied as of April 15, 2018.

 

Appraisal. As of the appraisal valuation date of May 14, 2018, the Broadway Plaza Property had an “as-is” appraised value of $58,500,000.

 

Environmental Matters. According to the Phase I environmental report dated May 22, 2018, there was no evidence of any recognized environmental conditions at the Broadway Plaza Property.

 

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

 

51 

 

 

BROADWAY PLAZA

 

Market Overview and Competition. The Broadway Plaza Property is situated directly adjacent to Interstate 15, on the southwest corner of Broadway and Naples Street, in Chula Vista, California. Interstate 15 provides the Broadway Plaza Property with direct access to downtown San Diego (12 miles) and the Mexico border (five miles). According to the appraisal, Broadway and Naples streets are major arterials in the trade area and the corner of Broadway and Naples Street averages traffic counts of 29,300 vehicles per day.

 

The Broadway Plaza Property is located in the Chula Vista retail submarket of the San Diego retail market. According to a third party market report, as of the first quarter of 2018, the vacancy rate in the Chula Vista retail submarket was approximately 3.0%, with average non-anchor asking rents of $28.25 per square foot. According to a third party market report, as of the first quarter of 2018, the vacancy rate in the San Diego retail submarket was approximately 3.7%, with average non-anchor asking rents of $28.62 per square foot. The appraiser concluded to market rents for Broadway Plaza Property of $12.00 per square foot for the anchor space, $24.00 to $33.00 per square foot for junior anchor space, $66.00 per square foot for fast food space and, $45.00 to $48.00 per square foot for inline shop space, all on a triple net basis.

 

According to the appraisal, the 2017 estimated population within a one-, three- and five-mile radius is 24,242, 201,237 and 371,797, respectively. The 2017 estimated average household income within a one-, three- and five-mile radius is $47,667, $61,426 and $69,846, respectively.

 

The following table presents certain information relating to comparable retail sales for the Broadway Plaza Property:

 

Comparable Sales(1)

 

Property Name/Location Sale Date Year Built / Renovated SF Total Occupancy Sale Price (millions) Sales Price PSF

Broadway Plaza Property Chula Vista, CA

Nov. 2006 2005 / NAP 356,335(2) 100.0%(2) $58.5 $164.17

The Terraces

Rancho Palos Verdes, CA

Mar. 2017 1959 / 2016 172,922 89.0% $54.1 $312.86

Riverside Plaza

Riverside, CA

Apr. 2017 1957 / 2004 409,075 95.0% $165.8 $405.18

Gateway Marketplace

Chula Vista, CA

Jul. 2017 1997 / 2016 127,861 99.0% $42.0 $328.48

Chino Spectrum Towne Center

Chino, CA

Jul. 2017 2002 / NAP 459,969 96.0% $144.0 $313.06

Oxnard Vineyards

Oxnard, CA

Sep. 2017 1986 / 2013 102,139 100.0% $24.5 $239.87

Gateway Towne Center

Compton, CA

Mar. 2018 2007 / NAP 281,000 100.0% $86.0 $306.05

 

(1)Information obtained from the appraisal.

(2)As of the April 15, 2018 underwritten rent roll.

 

The following table presents certain information relating to comparable properties to Broadway Plaza Property:

 

Comparable Leases(1)

 

Property Name/Location Tenant Name Lease Date / Term Lease Area (SF) Annual Base Rent PSF Lease Type

7655 Clairemont Mesa Boulevard

San Diego, CA

Zion Market

Nov. 2012

/ 11.0 Yrs

94,500 $12.00 NNN

Rio Vista Shopping Center

San Diego, CA

Living Spaces

Dec. 2012

/ 10.0 Yrs

113,395 $18.00 NNN

5500 Grossmont Center Drive

La Mesa, CA

Walmart

Jul. 2013

/ 10.0 Yrs

143,564 $12.00 NNN

8879 Villa La Jolla Drive

San Diego, CA

Nordstrom Rack

Oct 2015

/ 10.0 Yrs

32,000 $32.52 NNN

910 Eastlake Parkway

Chula Vista, CA

Crunch Fitness

Mar. 2016

/ 10.0 Yrs

12,500 $30.00 NNN

2644 El Cajon Boulevard

San Diego, CA

Starbucks

Jul. 2016

/ 10.0 Yrs

1,825 $82.19 NNN

The Marketplace at Windingwalk

Chula Vista, CA

Los Panchos

Nov. 2016

/ 10.0 Yrs

1,786 $48.00 NNN

Palomar Trolley Center

Chula Vista, CA

AT&T

May. 2016

/ 10.0 Yrs

2,400 $42.00 NNN

Bonita Point Plaza

Chula Vista, CA

Sleep Number

Jan. 2016

/ 5.0 Yrs

2,500 $45.00 NNN

 

(1)Information obtained from the appraisal.

 

The Borrower. The borrower is PPW Broadway, LLC, a Delaware limited liability company and single purpose entity with one independent director (the “Broadway Plaza Borrower”). Legal counsel to the Broadway Plaza Borrower delivered a non-consolidation opinion in connection with the origination of the Broadway Plaza Mortgage Loan. Jeffrey Essakow and Yehudi Gaffen are the

 

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

 

52 

 

 

BROADWAY PLAZA

 

guarantors of certain nonrecourse carveouts under the Broadway Plaza Mortgage Loan. The Broadway Plaza Borrower is indirectly owned by PrimeWest Broadway Plaza Trust (50%), and Protea Broadway Investment Group (50%).

 

The Borrower Sponsors. The borrower sponsors are Jeffrey Essakow and Yehudi Gaffen. Jeffrey Essakow and Yehudi Gaffen co-founded Protea Holdings, a San Diego based property investment, development and management group with over 30 years of experience in retail, office and residential markets. Collectively, the guarantors have an approximate 3.0% equity interest in the Broadway Plaza Borrower. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common or Diversified Ownership” in the Preliminary Prospectus.

 

Escrows. The loan documents provide for an upfront reserve at closing in the amount of $74,639 for real estate taxes. The Broadway Plaza Borrower is required to deposit monthly (i) 1/12th of the estimated annual real estate taxes (currently $12,440) and 1/12th of the estimated annual insurance premiums (unless there is no continuing event of default under the loan documents and the Broadway Plaza Property is covered by a blanket policy reasonably approved by the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums), (ii) $402 to a replacement reserve, subject to a cap of $4,819 (provided during a Debt Yield Trigger Period (as defined below), the Broadway Plaza Borrower will be required to make additional monthly deposits to the replacement reserve until the amount then on deposit therein equals a cap of $9,638), and (iii) solely if a Debt Yield Trigger Period or an event of default is continuing, $16,332 to a tenant improvement and leasing commissions reserve, subject to a cap of $391,968.

 

A “Debt Yield Trigger Period” means the period commencing on the debt yield falling below 7.5% for the immediately preceding six consecutive calendar months based on the trailing six month period and ending when the debt yield equals at least 7.7% for the immediately preceding six consecutive calendar months based on the trailing six months period. Upon the termination of a Debt Yield Trigger Period, provided no event of default is continuing, all fundsin the replacement reserve in excess of $4,819, and all funds in the tenant improvement and leasing commissions reserve, are required to be released to the Broadway Plaza Borrower.

 

Lockbox and Cash Management. The Broadway Plaza Mortgage Loan provides for a hard lockbox and springing cash management. The Broadway Plaza Borrower is required to direct all tenants to pay rents directly into the lockbox account, and the Broadway Plaza Borrower and property manager are required to deposit any rents received by them, notwithstanding such direction, within one business day of receipt. If no Cash Sweep Event Period (as defined below) is continuing, funds in the lockbox account are required to be released to the Broadway Plaza Borrower. Upon the first occurrence of a Cash Sweep Event Period, the lender is required to establish, and the Broadway Plaza Borrower is required to cooperate with the cash management bank to establish, a lender-controlled cash management account. During the continuance of a Cash Sweep Event Period, all funds in the lockbox account are required to be swept to such cash management account and applied to the payment of, among other things, monthly escrows, debt service, operating expenses set forth in the lender-approved annual budget, extraordinary expenses approved by the lender, and to pay any remainder into an excess cash flow account to be (i) prior to the ARD, held as additional security for the Broadway Plaza Mortgage Loan during the continuance of such Cash Sweep Event Period and (ii) on and after the ARD applied to repay principal of the Broadway Plaza Mortgage Loan until repaid in full and then applied to pay interest accrued at the excess of the Revised Rate over the Initial Interest Rate.

 

A “Cash Sweep Event Period” means the period:

 

i.commencing upon the occurrence of an event of default under the Broadway Plaza Mortgage Loan and ending if no event of default exists; or

 

ii.commencing upon the debt service coverage ratio of the Broadway Plaza Mortgage Loan (assuming a 30-year amortization schedule), based on the trailing six months operating statements and rent rolls, falling below 1.15x for six consecutive calendar months and ending upon the debt service coverage ratio (assuming a 30-year amortization schedule) being at least 1.15x for the immediately preceding six calendar months; or

 

iii.commencing upon a Major Tenant (as defined below) making a bankruptcy filing or being the subject of a bankruptcy filing and ending upon either of (a) the Major Tenant’s lease being affirmed in bankruptcy and the Broadway Plaza Borrower delivering to the lender a reasonably acceptable estoppel from the Major Tenant stating that it is in occupancy of the entirety of its space, open for business and paying full unabated contractual rent (an “Acceptable Estoppel”), and (b) the leasing of the entirety of the space previously occupied by the Major Tenant to one or more replacement tenants under replacement leases, in each case acceptable to the lender in its sole discretion, and the Broadway Plaza Borrower delivering to the lender an Acceptable Estoppel from each of such replacement tenant(s) (a “Replacement Tenant Cure”); or

 

iv.commencing upon the earlier of (a) the date any Major Tenant gives notice to vacate or exercises any termination option under such Major Tenant’s lease, and (b) the date which is six months prior to the expiration of any Major Tenant’s lease unless such Major Tenant has renewed or extended such Major Tenant’s lease on terms and conditions acceptable to the lender and ending upon either (a) the Major Tenant renewing its lease on terms and conditions acceptable to the lender and the Broadway Plaza Borrower delivering to the lender an Acceptable Estoppel from the Major Tenant or (b) a Replacement Tenant Cure; or

 

v.commencing upon a Major Tenant vacating or “going dark” in its space or terminating (or giving written notice of its intention to terminate) its lease and ending upon either (a) the Major Tenant occupying the entirety of its space and the Broadway Plaza Borrower delivering to the lender an Acceptable Estoppel from the Major Tenant or (b) a Replacement Tenant Cure; or

 

vi.commencing upon the ARD and continuing thereafter.

 

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

 

53 

 

 

BROADWAY PLAZA

 

“Major Tenant” means each of (i) Costco, (ii) Walmart, and (iii) any tenant which occupies all or a portion of the space leased by either of the foregoing pursuant to a replacement lease.

 

Property Management. The Broadway Plaza Property is managed by an affiliate of the Broadway Plaza Borrower.

 

Assumption. The Broadway Plaza Borrower has the two-time right to transfer the Broadway Plaza Property provided that certain conditions are satisfied, including (i) no event of default under the Broadway Plaza Mortgage Loan documents has occurred and is continuing; (ii) in the event that in connection with such transfer, the manager will not thereafter continue to manage the Broadway Plaza Property, then a replacement management agreement with a manager approved by the lender must be executed acceptable to the lender; (iii) the lender reasonably determines that the proposed transferee satisfies the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; (iv) a replacement guarantor acceptable to the lender assumes the obligations of the Broadway Plaza guarantor under the non-recourse carveout guaranty and environmental indemnity; and (v) if requested by the lender, rating agency confirmation from each rating agency rating the BANK 2018-BNK13 certificates that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the BANK 2018-BNK13 certificates.

 

Partial Release. Not permitted.

 

Master Lease. The Broadway Plaza Borrower is permitted to master lease to an affiliate the parcel on which 14,580 square feet currently leased to NavCare is located, in which event the lender is required to subordinate the lien of the mortgage to such master lease, provided that certain conditions are satisfied, including but not limited to (i) the master tenant being responsible for the expansion and/or modification of the improvements located on such parcel, and all insurance, maintenance, utility, repair and other similar obligations with respect to such improvements, (ii) the non-recourse carveout guarantor providing a completion guaranty with respect to such expansion and/or modification, (iii) the master lease having a term at least five years beyond the maturity date of the Broadway Plaza Mortgage Loan and market rental rates (but not less than the rent payable under the NavCare lease or any replacement lease), and being guaranteed by the non-recourse carveout guarantor, (iv) satisfaction of REMIC requirements, and (v) if required by the lender, rating agency confirmation. The master tenant will be permitted to obtain financing secured by its leasehold interest.

 

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 Broadway Plaza Borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Broadway Plaza Property, as well as twelve months of business interruption insurance; provided that so long as TRIPRA (or extension thereof or similar government program) is in effect and continues to cover both domestic and foreign acts of terrorism, the lender is required to accept terrorism insurance which covers “covered acts” as defined in TRIPRA.

 

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

 

54 

 

 

No. 8 – Plaza Frontenac
 
Loan Information   Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/S&P):

(NR/NR/NR)   Property Type: Retail
Original Principal Balance(1): $40,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $40,000,000   Location: Frontenac, MO
% of Initial Pool Balance: 4.24%   Size(5): 351,006 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $284.90
Borrower: Plaza Frontenac Acquisition, LLC   Year Built/Renovated: 1974/1994
Borrower Sponsors: General Growth Properties; Canada Pension Plan Investment Board   Title Vesting: Fee
Mortgage Rate: 4.433%   Property Manager: Self-managed
Note Date: July 2, 2018   4th Most Recent Occupancy (As of): 98.6% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 98.0% (12/31/2015)
Maturity Date: August 1, 2028   2nd Most Recent Occupancy (As of): 98.5% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy (As of): 95.7% (12/31/2017)
Loan Term (Original) to ARD: 120 months   Current Occupancy (As of): 96.5% (3/1/2018)
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 (As of): $8,860,498 (12/31/2014)
Call Protection(2)(3): L(24),D(92),O(4)   3rd Most Recent NOI (As of): $9,496,000 (12/31/2015)
Lockbox Type: Hard/Springing Cash Management   2nd Most Recent NOI (As of): $9,783,836 (12/31/2016)
Additional Debt(1): Yes   Most Recent NOI (As of): $9,885,268 (12/31/2017)
Additional Debt Type(1): Pari Passu    
         
Escrows and Reserves(4):     U/W Revenues: $14,299,486
      U/W Expenses: $4,277,252
Type: Initial Monthly Cap (If Any)   U/W NOI: $10,022,234
Taxes $0 Springing NAP   U/W NCF: $9,391,583
Insurance $0 Springing NAP   U/W NOI DSCR(1): 2.23x
Replacement Reserve $0 Springing NAP   U/W NCF DSCR(1): 2.09x
TI/LC Reserves $0 Springing NAP   U/W NOI Debt Yield(1): 10.0%
          U/W NCF Debt Yield(1): 9.4%
          As-Is Appraised Value: $210,000,000
          As-Is Appraisal Valuation Date: May 20, 2018
          Cut-off Date LTV Ratio(1): 47.6%
          LTV Ratio at Maturity or ARD(1): 47.6%
             

 

(1)See “The Mortgage Loan” section. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Plaza Frontenac Whole Loan (as defined below).

(2)The lockout period will be at least 24 payments, beginning with and including the first payment date of September 1, 2018. Defeasance of the Plaza Frontenac Mortgage Loan (as defined below) is permitted at any time after the earlier to occur of (i) two years after the closing date of a securitization that includes the entire loan or any substantial portion of the loan or (ii) 36 months after the loan origination date. The assumed lockout period of 24 payments is based on the expected BANK 2018-BNK13 Trust closing date in August 2018.

(3)The Mortgage Loan may also be prepaid in part in the amount of $6,500,000, together with, if prior to the open period, a prepayment fee equal to the greater of 1% of the amount prepaid and a yield maintenance premium, in connection with a release of the Saks parcel. See “Partial Release” section.

(4)See “Escrows” section.

(5)The Plaza Frontenac Property (as defined below) is part of a larger retail center which also includes a 135,044 square foot non-collateral parcel owned by Neiman Marcus.

 

The Mortgage Loan. The mortgage loan (the “Plaza Frontenac Mortgage Loan”) is part of a whole loan (the “Plaza Frontenac Whole Loan”) evidenced by two pari passu promissory notes, secured by the fee interest in a 351,006 square foot anchored retail center in Frontenac, Missouri (the “Plaza Frontenac Property”). The Plaza Frontenac Whole Loan was originated on July 2, 2018 by Morgan Stanley Bank, N.A. The Plaza Frontenac Whole Loan had an original principal balance of $100,000,000, has an outstanding principal balance as of the Cut-off Date of $100,000,000 and accrues interest at an interest rate of 4.433% per annum. The Plaza Frontenac 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 Plaza Frontenac Whole Loan. The Plaza Frontenac Whole Loan matures on August 1, 2028.

 

The Plaza Frontenac Mortgage Loan, evidenced by Note A-2, will be contributed to the BANK 2018-BNK13 securitization trust, had an original principal balance of $40,000,000, has an outstanding principal balance as of the Cut-off Date of $40,000,000 and represents a pari passu non-controlling interest in the Plaza Frontenac Whole Loan. The controlling Note A-1 in the original principal balance of $60,000,000 is currently held by Morgan Stanley Bank, N.A. or an affiliate and is expected to be contributed to one or more future securitization trusts. The lender provides no assurance that any non-securitized pari passu note will not be split further. See

 

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

 

55 

 

 

PLAZA FRONTENAC

 

 

Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

Note Summary

 

Notes Original Balance Note Holder Controlling Interest
A-1 $60,000,000 Morgan Stanley Bank, N.A. Yes
A-2 $40,000,000 BANK 2018–BNK13 No
Total $100,000,000    

 

Following the lockout period, the Plaza Frontenac Borrower has the right to defease the Plaza Frontenac Whole Loan in whole, but not in part. In addition, the Plaza Frontenac Whole Loan is prepayable without penalty on or after May 1, 2028.

 

The Property. The Plaza Frontenac Property is a 351,006 square feet anchored retail center comprised of six buildings located in Frontenac, Missouri. Built in 1974, the Plaza Frontenac Property sits on 26.1 acres and is comprised of approximately 485,000 square feet of retail space, including the separately owned Neiman Marcus (135,044 square feet) that sits on 7.5 acres and is not part of the collateral. Neiman Marcus is not party to an operating covenant. The second anchor tenant, Saks Fifth Avenue, was constructed on a ground-leased parcel and contains 125,669 square feet (35.8% of the net rentable area and 0.4% of underwritten base rent). The Plaza Frontenac Property contains a total of 2,409 parking spaces (4.97 spaces per 1,000 square feet of NRA). As of March 1, 2018, the Plaza Frontenac Property was 96.5% leased by a mix of 55 national and local retail tenants. Apart from Saks Fifth Avenue, no other tenant accounts for more than 4.1% of NRA or 3.5% of underwritten rent. Comparable inline sales, represented by 34 tenants with at least one full year of sales, were $725 per square foot as of the April 2018 TTM period, while four pad site tenants with at least 12 months of operations reported sales of $719 per square foot. The Plaza Frontenac Property’s in-line tenants that reported sales reported $71.6 million ($676 per square feet), $77.5 million ($706 per square feet) and $86.8 million ($725 per square feet) in sales for 2015, 2016 and 2017, respectively. The Plaza Frontenac Property is currently 96.5% occupied across all collateral tenants. Historically, overall occupancy at the Plaza Frontenac Property has averaged 97.7% since 2014.

 

The tenants at the Plaza Frontenac Property have a weighted average remaining lease term of 4.8 years and 67.0% of NRA has been in occupancy for a minimum of five years. Over the past 24 months, there have been five lease renewals at the Plaza Frontenac Property, ranging in size from 12,692 to 2,400 square feet, with new yearly rental rates ranging from $40.90 to $74.16 per square foot. Each tenant, except for one, renewed at a higher rent. Since December 2014, there have been eight new leases signed at the Plaza Frontenac Property, ranging in size from 10,055 to 654 square feet, with yearly rates ranging from $30.36 to $148.50 per square foot.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $100,000,000   100.0%   Loan Payoff $52,133,931   52.1%
          Return of Equity 47,081,971   47.1
          Closing Costs 784,098   0.8
Total Sources $100,000,000   100.0%   Total Uses $100,000,000   100.0%

 

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

 

56 

 

 

PLAZA FRONTENAC

 

 

The following table presents certain information relating to the tenancy at Plaza Frontenac 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 4/30/2018 TTM Sales PSF 4/30/2018 TTM Occupancy Cost(3) Lease
Expiration
Date
                   
Anchor Tenant                  
Saks Fifth Avenue NR/NR/NR 125,669 35.8% $0.28 $35,187 0.4% $209 2.5% 11/30/2023
Total Anchor Tenant 125,669 35.8% $0.28 $35,187 0.4%      
                   
Major Tenants                  
Plaza Frontenac Cinema NR/NR/NR 14,307 4.1% $23.00 $329,061 3.5% $166 25.4% 5/7/2023
Pottery Barn NR/NR/NR 12,962 3.7% $54.11 $701,374 7.4% $504 11.9% 1/31/2029
Pottery Barn Kids/PB Teen NR/NR/NR 12,000 3.4% $14.18 $170,160 1.8% $206 11.7% 11/30/2021
Mitchell Gold+Bob William NR/NR/NR 10,055 2.9% $34.33 $345,188 3.6% $168 23.2% 11/30/2024
Major Tenants Total   49,324 14.1% $31.34 $1,545,783 16.3%      
                   
In-line Tenants                  
Stonewater Spa NR/NR/NR 9,141 2.6% $38.26 $349,735 3.7% $283 15.5% 7/31/2023
Talbots NR/NR/B- 9,140 2.6% $79.91 $730,377 7.7% $384 26.4% 3/31/2024
Williams Sonoma NR/NR/NR 8,670 2.5% $43.67 $378,619 4.0% $375 13.3% 1/31/2029
Tiffany & Co. BBB+/ Baa2/ BBB+ 4,750 1.4% $93.14 $442,415 4.7% $1,228 9.3% 9/30/2022
Louis Vuitton NR/NR/A+ 4,000 1.1% $104.89 $419,560 4.4% $2,724 4.9% 7/31/2024
Athleta NR/NR/NR 3,756 1.1% $84.43 $317,116 3.3% $1,547 8.6% 5/31/2023
In-line Tenants Total 39,457 11.2% $66.85 $2,637,822 27.8%      
                   
Other Tenants   124,341 35.4% $42.30 $5,259,560 55.5%      
Occupied Total   338,791 96.5%  $27.98 $9,478,352 100.0%      
                   
Vacant Space   12,215 3.5%            
Collateral Total 351,006 100.0%            
                   

 

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

(2)Annual U/W Base Rent includes contractual rent steps equal to $296,073 through June 30, 2019.

(3)Occupancy Cost is based on the total UW rent as of the March 1, 2018 rent roll and underwritten reimbursements divided by most recently reported sales.

 

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

 

57 

 

 

PLAZA FRONTENAC

 

 

The following table presents certain information relating to the lease rollover schedule at Plaza Frontenac 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
2018 8 30,913 8.8% 30,913 8.8% $897,100 9.5% $29.02
2019 8 18,545 5.3% 49,458 14.1% $479,049 5.1% $25.83
2020 4 6,795 1.9% 56,253 16.0% $355,927 3.8% $52.38
2021 5 28,213 8.0% 84,466 24.1% $698,607 7.4% $24.76
2022 8 19,809 5.6% 104,275 29.7% $1,195,259 12.6% $60.34
2023 5 154,186 43.9% 258,461 73.6% $1,111,893 11.7% $7.21
2024 7 34,234 9.8% 292,695 83.4% $2,224,384 23.5% $64.98
2025 2 6,601 1.9% 299,296 85.3% $253,902 2.7% $38.46
2026 3 4,194 1.2% 303,490 86.5% $409,724 4.3% $97.69
2027 3 7,927 2.3% 311,417 88.7% $528,302 5.6% $66.65
2028 1 5,742 1.6% 317,159 90.4% $244,212 2.6% $42.53
Thereafter 2 21,632 6.2% 338,791 96.5% $1,079,993 11.4% $49.93
Vacant 0 12,215 3.5% 351,006 100.0% $0 0.0% $0.00
Total/Weighted Average 56 351,006 100.0%     $9,478,352   $27.98

 

(1)Information obtained from the underwritten rent roll.

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

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

 

The following table presents historical occupancy percentages at Plaza Frontenac Property:

 

Historical Occupancy

 

12/31/2014(1)

12/31/2015(1)

12/31/2016(1)

12/31/2017(1)

3/1/2018(2)

98.6% 98.0% 98.5% 95.7% 96.5%

 

(1)Information obtained from the Plaza Frontenac 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 underwritten net cash flow at Plaza Frontenac Property:

 

Cash Flow Analysis

 

  2014 2015 2016 2017 U/W(1) % of U/W Effective Gross Income U/W $ per SF
Base Rent $8,228,539 $8,955,305 $9,254,390 $9,286,610 $9,478,352 66.3% $27.00
Overage Rent/Percent in Lieu(1) 378,419 320,202 259,092 485,173 691,837 4.8 1.97
Specialty Leasing/Other 417,929 315,454 336,495 327,190 327,190 2.3 0.93
Reimbursements 4,194,855 4,155,651 4,109,736 4,014,103 3,797,107 26.6 10.82
Other Income(2) 9,568 8,689 5,458 5,000 5,000 0.0 0.01
Effective Gross Income $13,229,309 $13,755,300 $13,965,170 $14,118,075 $14,299,486 100.0% $40.74
               
Total Operating Expenses $4,368,811 $4,259,300 $4,181,335 $4,232,807 $4,277,252 29.9% $12.19
               
Net Operating Income $8,860,498 $9,496,000 $9,783,836 $9,885,268 $10,022,234 70.1% $28.55
Replacement Reserves 0 0 0 0 52,651 0.4 0.15
TI/LC 0 0 0 0 578,000 4.0 1.65
Net Cash Flow $8,860,498 $9,496,000 $9,783,836 $9,885,268 $9,391,583 65.7% $26.76
               
NOI DSCR(3) 1.97x 2.11x 2.18x 2.20x 2.23x    
NCF DSCR(3) 1.97x 2.11x 2.18x 2.20x 2.09x    
NOI DY(3) 8.9% 9.5% 9.8% 9.9% 10.0%    
NCF DY(3) 8.9% 9.5% 9.8% 9.9% 9.4%    

 

(1)Overage Rent/Percent in Lieu is comprised of $446,065 of overage rent and $245,772 of percentage in lieu.

(2)Other Income includes gift card revenue and non-tenant revenue.

(3)Debt service coverage ratios and debt yields are based on the Plaza Frontenac Whole Loan.

 

Appraisal. As of the appraisal valuation date of May 20, 2018, the Plaza Frontenac Property had an “as-is” appraised value of $210,000,000.

 

Environmental Matters. According to the Phase I environmental report dated May 30, 2018, there was no evidence of any recognized environmental conditions at the Plaza Frontenac Property.

 

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

 

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Market Overview and Comparable Properties. The Plaza Frontenac Property is located south of Interstate 64 at the corner of Lindbergh Boulevard and Clayton Road in Frontenac, St. Louis County, Missouri. Lambert St. Louis International Airport is a medium-hub airport owned and operated by the city of St. Louis. Airport traffic has continued to improve, with 14.7 million travelers in 2017, a level not seen since 2007. In addition, the Plaza Frontenac Property is located near four interstate highways and home to six Class I railroads.

 

The Plaza Frontenac Property is located in the St. Louis metropolitan area. According to a third-party report, the second quarter of 2018’s overall retail vacancy rate for the St. Louis retail market was approximately 5.0%, while the market rental rate was approximately $15.11 per square foot. According to a third-party report, there were 707,036 square feet of retail under construction during the second quarter of 2018 in the St. Louis metropolitan area. The Plaza Frontenac Property is located in the Mid County retail submarket, which contains approximately 10.0% of the St. Louis metropolitan area square feet inventory. The Mid County retail submarket had a vacancy rate of 3.2% and a market rental rate of $24.73 per square foot. As of the second quarter of 2018, the Mid County retail submarket had approximately 171,007 square feet under construction.

 

According to the appraisal, the 2017 estimated population within a one-, three- and five-mile radius is 2,647, 51,096 and 200,140, respectively. The 2017 estimated average household income within a one-, three- and five-mile radius is $234,521, $173,378 and $127,681, respectively.

 

The following table presents certain information relating to competitive properties to Plaza Frontenac Property:

 

Competitive Properties(1)

 

Property Name/Location Year Built/Year Renovated Total GLA (SF) Anchor Tenants Occupancy

St. Louis Galleria(2)

1155 St. Louis Galleria Blvd.

Richmond Heights, MO

1986/2006 1,182,625

Nordstrom

Dillard’s

Macy’s

99.4%

West County Center

80 West County Center

Des Peres, MO

1969/2002 1,211,996

Macy’s

Nordstrom

JCPenney

98.0%

Chesterfield Mall

30 Chesterfield Mall Dr.

Chesterfield, MO

1976/2006 1,283,503

Dillard’s

Macy’s

Sears

92.1%

South County Center

85 So. County Center Way

St. Louis, MO

1963/2002 884,714

Dillard’s

Macy’s

JCPenney

Sears

96.1%

 

(1)Information obtained from the appraisal.

(2)St. Louis Galleria is also owned by the Plaza Frontenac Property guarantor.

 

The Borrower. The borrower is Plaza Frontenac Acquisition, LLC (the “Plaza Frontenac Borrower”), a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Plaza Frontenac Mortgage Loan. GGP-CPP Venture, LP is the guarantor of certain nonrecourse carveouts under the Plaza Frontenac Mortgage Loan. The guarantor is the indirect owner of two properties, the Plaza Frontenac Property and the St. Louis Galleria Mall.

 

The Borrower Sponsors. The borrower sponsors are General Growth Properties (“GGP”) and Canada Pension Plan Investment Board (“CPPIB”). GGP is an S&P 500 real estate company focused exclusively on owning, managing, leasing, and redeveloping high-quality retail properties throughout the United States. GGP Inc. manages 125 properties making up approximately 121 million square feet of space across 40 states. CPPIB is a professional investment organization with a commercial, investment-only mandate, as outlined in the CPPIB Act. CPPIB has a 45% interest in the Plaza Frontenac Property and GGP has a 55% interest. GGP previously filed for bankruptcy in 2009 and emerged from bankruptcy in 2010. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus. GGP has entered into a merger agreement with Brookfield Property Partners, L.P. (“BPY”). Currently, BPY is the beneficial owner of approximately 34% of the outstanding equity interests in GGP, and BPY is a controlled affiliate of Brookfield Asset Management Inc. (“BAM”), a global alternative asset manager that is traded on the New York and Toronto Stock Exchanges. There is no assurance that the merger will occur.

 

Escrows and Reserves. During the continuance of a Cash Management Period (as defined below), the Plaza Frontenac Borrower is required to deposit monthly into escrow 1/12 of the annual estimated real estate tax payments and 1/12 of the annual estimated insurance premiums (unless an acceptable blanket insurance policy is in place and evidence is delivered to lender of the timely payment of insurance premiums). During the continuance of a Cash Management Period, the Plaza Frontenac Borrower is required to deposit monthly $7,294 into a capital expenditure reserve; provided that such deposit is not required at any time the amount on deposit in such reserve equals or exceeds $87,527. During the continuance of a Cash Management Period, the Plaza Frontenac Borrower is required to deposit monthly $29,176 into a tenant improvements and leasing commissions reserve; provided that such deposit is not required at any time the amount on deposit in such reserve equals or exceeds $350,110. If a Cash Management Period is no longer continuing, all funds in the tax and insurance escrows, capital expenditure reserve and tenant improvements and leasing commissions reserve are required to be released to the Plaza Frontenac Borrower.

 

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

 

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A “Cash Management Period” means a period (i) commencing upon an event of default under the Plaza Frontenac Whole Loan and ending if such event of default is thereafter cured or waived or (ii) commencing upon a determination that the net operating income debt yield is less than 7.75% and ending upon the net operating income debt yield being equal to or in excess of 7.75% for two consecutive calendar quarters.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the Plaza Frontenac Whole Loan. The Plaza Frontenac Borrower is required to notify and advise each tenant, other than tenants under leases or licenses having a maximum term of one year (“Seasonal Leases”), to send rent payments directly to the lockbox account. In addition, the Plaza Frontenac Borrower is required to deposit into the lockbox account all rents or other revenue received by it from the Plaza Frontenac Property within two business days after receipt. The Plaza Frontenac Whole Loan has springing cash management (i.e., cash management is required only after the initial occurrence and during the continuance of a Cash Management Period). Provided a Cash Management Period is not continuing, funds in the lockbox account are required to be transferred to an account designated by the Plaza Frontenac Borrower. Upon the first occurrence of a Cash Management Period, the Plaza Frontenac Borrower is required to establish a lender-controlled cash management account. During the continuance of a Cash Management Period, funds in the lockbox account are required to be transferred on each business day to a such lender-controlled cash management account and applied on each monthly payment date (i) to make deposits into the tax and insurance escrows as described above under “Escrows and Reserves”, (ii) to pay debt service on the Plaza Frontenac Whole Loan, (iii) if no event of default is continuing with respect to the Plaza Frontenac Whole Loan as to which the lender has taken an Enforcement Action (as defined below) to pay (1) the greater of (x) operating expenses and capital expenditures set forth in the approved annual budget or (y) the actual amount of such expenses for the related calendar month (but not in excess of 110% of the budgeted amount unless reasonably approved by the lender), and (2) extraordinary expenses approved by the lender, (iv) to fund the required deposits to the capital expenditures reserve and tenant improvements and leasing commissions reserve, as described above under “Escrows and Reserves”, and (v) to pay any remainder (1) if no Cash Sweep Period (as defined below) is continuing, to the operating account of the Plaza Frontenac Borrower, and (2) otherwise, into an excess cash flow account to be held by the lender as additional security for the Plaza Frontenac Whole Loan during the continuance of the Cash Sweep Period (provided that amounts in such account may be used on subsequent monthly payment dates to make the payments set forth in clauses (i) through (iv) above). An “Enforcement Action” means mean any initiation by the lender of foreclosure proceedings or proceedings for the appointment of a receiver (or the initiation by the lender of any judicial action in respect of the promissory notes as a predicate to any such proceedings).

 

Notwithstanding the preceding requirements, Non-Core Income is not required to be deposited into the lockbox account. “Non-Core Income” means (i) certain de minimis amounts of rents received directly by the Plaza Frontenac Borrower from miscellaneous revenue items such as holiday photos and change retrieved from fountains (but does not include rent from Seasonal Leases) and (ii) certain rents generated pursuant to multi-property sponsorship and advertising programs which are directly attributable to the Plaza Frontenac Property.

 

A “Cash Sweep Period” means a period (i) commencing upon an event of default under the Plaza Frontenac Whole Loan and ending if such event of default is thereafter cured or waived or (ii) commencing upon a determination that the net operating income debt yield is less than 7.00% and ending upon the net operating income debt yield being equal to or in excess of 7.00% for two consecutive calendar quarters.

 

Property Management. The Plaza Frontenac Property is managed by an affiliate of the Plaza Frontenac Borrower.

 

Assumption. The Plaza Frontenac Borrower has an unlimited right to transfer the Plaza Frontenac Property provided that certain conditions are satisfied, including (i) no event of default under the Plaza Frontenac Whole Loan documents is continuing; (ii) the proposed transferee is controlled by a “permitted owner,” as defined in the Plaza Frontenac Whole Loan document; (iii) a guarantor reasonably acceptable to the lender assumes the obligations of the Plaza Frontenac guarantor under the non-recourse carveout guaranty; (iv) the transferee is a special purpose entity and its organizational documents are reasonably acceptable (as confirmed in writing) to each rating agency rating the Series 2018-BNK13 Certificates and (v) after the transfer, the Plaza Frontenac Property is managed by a qualifying manager, as defined below.

 

A “permitted owner” includes a qualified equityholder (as defined in the Plaza Frontenac Whole Loan documents, and which includes entities that meet certain net worth and/or assets tests and entities controlled and 50% owned by the foregoing entities), (ii) an affiliate of a qualified equityholder that is controlled and 50% owned by such qualified equityholder, (iii) any other person or entity reasonably approved by the lender, (iv) any person or entity as to which rating agency confirmation is delivered, (v) any of GGP Inc., BAM, Brookfield Property Partners L.P., BPY, and/or one or more entities who succeeds, whether by merger, acquisition, or other legal means of succession, to all or substantially all of the business or assets of GGP Inc., BPY, or BAM, or any affiliate of any of the foregoing entities that is controlled and 50% owned by such entity, and (vi) a qualified institutional lender (as defined in the Plaza Frontenac Whole Loan documents, and which includes entities that meet certain net worth and/or assets tests and entities controlling, controlled by or under common control with the foregoing entities) or an affiliate thereof that controls and 50% owns such qualified institutional lender. A “qualifying manager” includes the current property manager, affiliates of GGP Inc., BAM and BPY or their successors, General Growth Services, Inc. or any affiliate wholly owned by it, GGP Real Estate Holding I, Inc. or any affiliate wholly owned by it, or a reputable and experienced management organization that manages at least five shopping centers in the United States having an aggregate square footage of at least 1,500,000 square feet.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Partial Release. The Plaza Frontenac Borrower has the right to obtain the release of the parcel (or substantially all of such parcel) leased to the Saks Fifth Avenue anchor (the “Saks Parcel”) upon transfer of such parcel to a Pre-Approved Saks Parcel Transferee (as defined below) or another non-borrower-affiliated transferee reasonably approved by the lender, upon prepayment of a release price equal to $6,500,000, together with, prior to the open period, a prepayment fee equal to the greater of 1.00% of the amount prepaid and a yield maintenance premium. The right to obtain such release is subject to certain conditions, including but not limited to: (i)

 

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

 

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at the time of the release, the improvements on the Saks Parcel are not then occupied and open for business with the public (unless (1) the proposed release is in conjunction with a sale to Saks Inc. or an affiliate, (2) the Saks lease is within six months of expiring pursuant to its terms, and (3) Saks Inc. has communicated to the borrower that the fee simple acquisition of the Saks Parcel is a condition to its continuing operation at the Mortgaged Property); (ii) the transferee enters into a reciprocal easement agreement (“REA”) with the borrower on terms reasonably acceptable to the lender, including a prohibition on the owner of the Saks Parcel leasing or offering to lease any space at the Saks Parcel to tenants leasing space at the remaining Mortgaged Property and a requirement that substantially all of the Saks Parcel be operated by no more than a single user for a period of ten years after release, (iii) compliance with separate legal parcel and tax lots requirements, (iv) the Saks Parcel is not necessary for zoning, parking, other legal requirements, access, driveways or utilities (or if it is necessary, an REA is entered into which allows the use of the Saks Parcel for the necessary purpose), (v) if the release is expected to materially adversely affect lender’s rights under the title insurance policy (other than as to the Saks Parcel), updated title endorsements, (vi) compliance with leases, REAs, and similar agreements affecting the Mortgaged Property, and the release does not trigger any co-tenancy not already arising from vacancy of the Saks Parcel or other extrinsic circumstance, and (vii) compliance with REMIC related conditions. Saks represents approximately 35.8% of the NRA and 0.4% of the underwritten annual rent at the Mortgaged Property and has a lease expiration on November 30, 2023.

 

“Pre-Approved Saks Parcel Transferee” means a national department store of one of the following classifications: (i) luxury, (ii) upscale, or (iii) middle-market, but in no event including any discount store or off-price retailer.

 

The Plaza Frontenac Borrower may also obtain the release of (x) one or more vacant, non-income producing and unimproved parcels, and (y) previously acquired Expansion Parcels (as defined below), in connection with a transfer to a third party and the development of the Mortgaged Property, without prepayment or defeasance, upon satisfaction of the following conditions, among others: (i) the borrower delivers to the lender (a) evidence that (1) the release parcel is not necessary to the use or operation of, and may be readily separated without material diminution in value of, the Mortgaged Property, (2) compliance with separate legal parcel and tax lot requirements and other legal requirements, (3) the release parcel is not necessary for zoning, parking, other legal requirements, access, driveways or utilities (or if necessary, an REA is entered into which allows the use of the release parcel for the necessary purpose), (b) if the release would reasonably be expected to materially adversely affect lender’s rights under its title insurance policy as to the remaining property, updated title endorsements, and (c) any required approvals of third parties holding interests in the Mortgaged Property, (ii) such release is in compliance with leases and other agreements affecting the Mortgaged Property, (iii) except in the case of release of a previously acquired Expansion Parcel or if the rating agencies waive review or fail to respond within 30 days of a request, rating agency confirmation is obtained, and (iv) compliance with REMIC related conditions.

 

Addition of Property. The Plaza Frontenac Borrower also has the right to acquire one or more parcels of land, together with the improvements thereon, that constitute an integral part of, adjoin to, or are proximately located near, the related shopping center (each a “Plaza Frontenac Expansion Parcel”); provided that the following conditions, among others, are satisfied: (i) the Plaza Frontenac Borrower acquires fee simple or leasehold title to the Plaza Frontenac Expansion Parcel, (ii) the Plaza Frontenac Borrower delivers (a) an officer’s certificate regarding certain property-related representations as to the Plaza Frontenac Expansion Parcel (subject to title exceptions), (b) a mortgage, assignment of leases and UCC-1 financing statements (“Substitute Loan Documents”) with respect to the Plaza Frontenac Expansion Parcel, and a title insurance policy or endorsement insuring the lien of the Substitute Loan Documents as a first mortgage lien, subject to permitted encumbrances and standard exceptions, (c) evidence of authority to complete the acquisition and an enforceability opinion as to the Separate Loan Documents (unless they amend existing loan documents), (d) an environmental report, and if the report shows any hazardous substance, the cost of remediation of which is reasonably likely to exceed $6,300,000 for such individual Plaza Frontenac Expansion Parcel (the “Threshold Amount”), either a deposit of 125% of the estimated remediation cost or an Additional Indemnity (as defined below), (e) if the Plaza Frontenac Expansion Parcel is improved, a property condition report indicating that it is in good condition and free of damage, or if any repairs are recommended which are estimated to exceed the Threshold Amount, either a deposit of 125% of the estimated repair cost or an Additional Indemnity, (h) evidence that the Plaza Frontenac Expansion Parcel constitutes or will constitute a separate tax lot or part of a tax lot that is part of the existing property, and (iii) compliance with REMIC related conditions.

 

An “Additional Indemnity” means an indemnity for the specified costs from the non-recourse carveout guarantor, an affiliate thereof, or a qualified transferee (as defined in the loan documents), each of which satisfies certain requirements in the loan documents.

 

Substitution of Property. The Plaza Frontenac Borrower may also obtain the release of one or more portions of the Mortgaged Property (each an “Exchange Parcel”) in exchange for the acquisition and encumbrance by the loan documents of a substitute parcel (each a “Substitute Parcel”), provided that the following conditions, among others, are satisfied: (i) the Exchange Parcel is vacant, non-income producing and unimproved, (ii) the conditions set forth in clauses (i) through (iii) of the first sentence under “Addition of Property” above are satisfied with respect to the Substitute Parcel (provided that the separate tax parcel condition will also apply to the Exchange Parcel), (iii) the Exchange Parcel is conveyed to a person other than the Plaza Frontenac Borrower, (iv) the Substitute Parcel is at or adjacent to the related shopping center and reasonably equivalent in value to the Exchange Parcel, as established by a letter of value from an appraiser, (v) if the Substitute Parcel is ground leased, the ground lease and estoppel satisfies all of the then-current criteria of S&P for financeable ground leases, and (vi) rating agency confirmation is obtained.

 

Terrorism Insurance. The Plaza Frontenac Borrower is required to obtain all risk and business income insurance against acts of terrorism to the extent such insurance is available in an amount determined by the lender (but in no event more than an amount equal to the sum of 100% of the full replacement cost and 18 months of business income insurance); provided that so long as the Terrorism Risk Insurance Act of 2002 (as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015) (“TRIPRA”) is in effect (or any extension thereof or other federal government program with substantially similar protection), the lender is required to accept terrorism insurance which covers “covered acts” (as defined by such statute or other program), as full compliance with the foregoing, so long as such statute or other program covers both domestic and foreign acts of terrorism. If TRIPRA or such other program is not in effect, the Plaza Frontenac Borrower is not required to pay insurance premiums with respect to terrorism insurance in excess of the Terrorism Cap (defined below).

 

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

 

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“Terrorism Cap” means two times the amount of the then-current annual insurance premiums payable by the Plaza Frontenac Borrower for the property and business income insurance policies required under the Plaza Frontenac Whole Loan documents (excluding the earthquake and terrorism components of such insurance premiums) on a stand-alone basis. See “Risk Factors— Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

 

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

 

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No. 9 – Town Center Aventura
 
Loan Information   Property Information
Mortgage Loan Seller: Wells Fargo Bank, National Association   Single Asset/Portfolio: Single Asset

Credit Assessment

(DBRS/Fitch/S&P):

NR/NR/NR   Property Type: Retail
Original Principal Balance(1): $40,000,000   Specific Property Type: Anchored
Cut-off Date Balance(1): $40,000,000   Location: Aventura, FL
% of Initial Pool Balance: 4.24%   Size: 186,138 SF
Loan Purpose: Refinance   Cut-off Date Balance Per SF(1): $429.79
Borrower Name: Aventura Fashion Island, L.P.   Year Built/Renovated: 1979/2013
Borrower Sponsor: Jacquelyn Soffer   Title Vesting: Fee
Mortgage Rate: 4.890%   Property Manager: Self-managed
Note Date: July 2, 2018   4th Most Recent Occupancy (As of): 98.1% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 96.6% (12/31/2015)
Maturity Date: July 11, 2028   2nd Most Recent Occupancy (As of: 94.6% (12/31/2016)
IO Period: 120 months   Most Recent Occupancy (As of): 97.9% (12/31/2017)
Loan Term (Original): 120 months   Current Occupancy (As of): 93.8% (5/16/2018)
Seasoning: 1 month    
Amortization Term (Original): NAP   Underwriting and Financial Information:
Loan Amortization Type: Interest-only, Balloon      
Interest Accrual Method: Actual/360   4th Most Recent NOI (As of): $5,220,611 (12/31/2015)
Call Protection: L(25),D(88),O(7)   3rd Most Recent NOI (As of)(3): $5,394,064 (12/31/2016)
Lockbox Type: Hard/Upfront Cash Management   2nd Most Recent NOI (As of)(3): $6,113,549 (12/31/2017)
Additional Debt(1): Yes   Most Recent NOI (As of): $6,087,656 (TTM 5/31/2018)
Additional Debt Type(1): Pari Passu    
      U/W Revenues: $8,337,806
      U/W Expenses: $1,872,202
      U/W NOI: $6,465,604
          U/W NCF: $6,331,486
Escrows and Reserves(2):         U/W NOI DSCR(1): 1.63x
Type: Initial Monthly Cap (If Any)   U/W NCF DSCR(1): 1.60x
Taxes $451,415 $56,427 NAP   U/W NOI Debt Yield(1): 8.1%
Insurance $0 Springing NAP   U/W NCF Debt Yield(1): 7.9%
Replacement Reserves $0 $3,102 $74,456   As-Is Appraised Value: $133,400,000
TI/LC Reserve $600,000 $15,512 $372,000   As-Is Appraisal Valuation Date: May 11, 2018
Tenant Specific TI/LC Reserve $309,507 $0 NAP   Cut-off Date LTV Ratio(1): 60.0%
Rent Concession Reserve $129,259 $0 NAP   LTV Ratio at Maturity or ARD(1): 60.0%
             

 

(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 Town Center Aventura Whole Loan (as defined below).

(2)See “Escrows” section.

(3)See “Cash Flow Analysis” section. The increase in in NOI from 2016 to 2017 is partly due to four new tenants taking occupancy between December 2016 and October 2017, which account for 4.8% of net rentable area and 10.9% of underwritten base rent.

 

The Mortgage Loan. The mortgage loan (the “Town Center Aventura Mortgage Loan”) is part of a whole loan (the “Town Center Aventura Whole Loan”) evidenced by two pari passu promissory notes, secured by the fee interest in a 186,138 square foot anchored retail center in Aventura, Florida (the “Town Center Aventura Property”). The Town Center Aventura Whole Loan was originated on July 2, 2018 by Wells Fargo Bank, National Association. The Town Center Aventura 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 4.890% per annum. The Town Center Aventura Whole Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires payments of interest only through the loan term. The Town Center Aventura Whole Loan matures on July 11, 2028.

 

The Town Center Aventura Mortgage Loan, evidenced by the controlling Note A-1, will be contributed to the BANK 2018-BNK13 securitization trust, had an original principal balance of $40,000,000 and has an outstanding principal balance as of the Cut-off Date of $40,000,000. The non-controlling Note A-2 had an original principal balance of $40,000,000, is currently held by Wells Fargo Bank National Association and is expected to be contributed to a future securitization trust. The mortgage loan evidenced by Note A-2 is referred to herein as the “Town Center Aventura Companion Loan”. The lender provides no assurances that the non-securitized pari passu note will not be split further. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

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

 

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Note Summary

 

Notes Original Balance Note Holder Controlling Interest
A-1 $40,000,000 BANK 2018-BNK13 Yes
A-2 $40,000,000 Wells Fargo Bank, National Association No
Total $80,000,000    

 

Following the lockout period, the borrower has the right to defease the Town Center Aventura Whole Loan in whole, but not in part, on any date prior to January 11, 2028. In addition, the Town Center Aventura Whole Loan is prepayable without penalty on or after January 11, 2028. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) August 11, 2021. The assumed lockout period of 25 payments is based on the closing date of this transaction in August 2018.

 

Sources and Uses

 

Sources         Uses      
Original whole loan amount $80,000,000   87.7%   Loan payoff (senior loan) $60,949,379   66.8%
Borrower sponsor’s new cash contribution 11,264,808   12.3      Loan payoff (mezzanine loan) 28,511,470   31.2   
          Upfront reserves 1,490,181   1.6   
          Closing costs 313,778   0.3   
Total Sources $91,264,808 100.0%   Total Uses $91,264,808   100.0%

 

The Property. The Town Center Aventura Property is a 10-building grocery anchored retail center totaling 186,138 square feet of rentable area and located in Aventura, Florida. The Town Center Aventura Property is situated on Biscayne Boulevard, approximately 0.5 miles south of Aventura Mall. Situated on a 19.9-acre parcel, the Town Center Aventura Property was built in 1979 and most recently renovated in 2013. The 2013 renovations totaled approximately $11.0 million and included the creation of a second entrance to the Saks Fifth Avenue Off 5th (“Saks Off 5th”) tenant space as well as landscaping projects (including construction of a gazebo), painting and sealing the parking lot. The Town Center Aventura Property contains approximately 1,025 surface parking spaces, equating to a parking ratio of 5.5 spaces per 1,000 square feet of rentable area. As of May 16, 2018, the Town Center Aventura Property was 93.8% occupied by 35 national and local retail and restaurant tenants and has averaged 94.6% occupancy since 2006.

 

The Town Center Aventura Property is anchored by Publix Supermarket (“Publix”; 6.2% of underwritten base rent) and Saks Off 5th (13.5% of underwritten base rent). Publix has been a tenant at the Town Center Aventura Property since 1993 and recently executed a 5-year lease renewal in February 2018. Publix has a current base rental rate of $8.00 per square foot (approximately 46.7% below the appraiser’s concluded market rent of $15.00 per square foot for the Publix space) and has two, 5-year extension options remaining, also with fixed base rental rates of $8.00 per square foot. Publix reported sales of approximately $1,273 per square foot for the trailing 12-month period ending December 2017 (1.7% occupancy cost), which represents an increase of approximately 18.4% over 2016 sales and 26.8% over 2015. Saks Off Fifth has been a tenant at the Town Center Aventura Property since 2013 and reported sales of approximately $370 per square foot for the trailing 12-month period ending December 2017 (7.4% occupancy cost), which represents an increase of approximately 2.9% over 2016 sales. Additional tenants at the Town Center Aventura Property include PNC Bank, Casual Male Big & Tall, Bonefish Grill, Purepoint Financial, Buffalo Wild Wings and Party City.

 

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

 

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The following table presents certain information relating to the tenancy at the Town Center Aventura Property:

 

Major Tenants

 

Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Tenant NRSF % of
NRSF
Annual U/W Base Rent PSF(2) Annual
U/W Base Rent(2)
% of Total Annual U/W Base Rent Sales PSF(3) Occupancy Cost(3) Lease
Expiration
Date
                   
Anchor Tenants                  
Saks Off 5th NR/B3/B 34,627 18.6% $24.02 $831,908 13.5% $366 7.4% 8/31/2023(4)
Publix NR/NR/NR 47,813 25.7% $8.00 $382,504 6.2% $1,265 1.7% 11/30/2023(5)
Total Anchor Tenants 82,440 44.3% $14.73 $1,214,412 19.6%      
                   
Major Tenants                  
PNC Bank A+/A3/A- 4,171 2.2% $120.24 $501,511 8.1% NAV NAV 4/30/2032(6)
Casual Male Big & Tall NR/NR/NR 6,500 3.5% $67.53 $438,948 7.1% $247 31.3% 2/28/2019
Bonefish Grill NR/Ba2/BB 6,454 3.5% $59.92 $386,724 6.3% $529 14.0% 1/31/2025(7)
Purepoint Financial NR/NR/NR 2,850 1.5% $132.61 $377,946 6.1% NAV NAV 12/31/2021
Buffalo Wild Wings NR/Ba2/NR 5,592 3.0% $61.76 $345,362 5.6% $394 16.5% 12/31/2023(8)
Party City NR/B2/B- 10,206 5.5% $33.00 $336,798 5.4% $260 17.5% 1/31/2023(9)
Major Tenants Total 35,773 19.2% $66.73 $2,387,288 38.6%      
                   
Non-Major Tenants   56,459 30.3% $45.69 $2,579,826 41.7%      
                   
Occupied Collateral Total   174,672 93.8% $35.39 $6,181,526 100.0%      
                   
Vacant Space   11,466 6.2%            
                 
Collateral Total 186,138 100.0%            
                   

 

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

(2)Annual U/W Base Rent PSF and U/W Base Rent include contractual rent steps totaling $195,883 through June 2019.

(3)Sales PSF and Occupancy Cost shown are as of the trailing 12-month period ending December 31, 2017.

(4)Saks Off 5th has two, five-year lease extension options with 12 months’ notice at fair market rent.

(5)Publix has two, five-year lease extension options with 6 months’ notice at a fixed rental rate of $8.00 per square foot.

(6)PNC Bank has two, five-year lease extension options with 9 months’ notice.

(7)Bonefish Grill has two, five-year lease extension options with 6 months’ notice.

(8)Buffalo Wild Wings has two, five-year lease extension options with 6 months’ notice.

(9)Party City has two, five-year lease extension options with 6 months’ notice.

 

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

 

Historical Tenant Sales (PSF)

 

  2015 2016 2017 2017 Occupancy Cost
Anchor Tenants        
Saks Off 5th $365 $360 $366 7.4%
Publix $998 $1,069 $1,265 1.7%
         
Comparable In-Line Tenants(1)        
In-Line Sales PSF $398 $421 $411  
Occupancy Cost(2) 17.0% 15.7% 16.4%  

 

(1)Comparable in-line sales are based on 22 tenants totalling 70,606 square feet (68.1% of total in-line net rentable area) that have been in occupancy since 2015.

(2)Occupancy Costs shown are based on underwritten base rent and reimbursements.

 

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

 

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The following table presents certain information relating to the lease rollover schedule at the Town Center Aventura 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
2018 1 1,431 0.8% 1,431 0.8% $75,333 1.2% $52.64
2019 8 18,165 9.8% 19,596 10.5% $934,028 15.1% $51.42
2020 4 11,929 6.4% 31,525 16.9% $402,356 6.5% $33.73
2021 5 10,153 5.5% 41,678 22.4% $757,663 12.3% $74.62
2022 3 5,669 3.0% 47,347 25.4% $230,199 3.7% $40.61
2023 5 99,329 53.4% 146,676 78.8% $1,953,486 31.6% $19.67
2024 1 2,006 1.1% 148,682 79.9% $104,648 1.7% $52.17
2025 3 10,949 5.9% 159,631 85.8% $719,224 11.6% $65.69
2026 1 871 0.5% 160,502 86.2% $52,671 0.9% $60.47
2027 2 4,746 2.5% 165,248 88.8% $224,529 3.6% $47.31
2028 1 5,253 2.8% 170,501 91.6% $225,879 3.7% $43.00
Thereafter 1 4,171 2.2% 174,672 93.8% $501,511 8.1% $120.24
Vacant 0 11,466 6.2% 186,138 100.0% $0 0.0% $0.00
Total/Wtd. Avg. 35 186,138 100.0%     $6,181,526 100.0% $35.39

 

(1)Information obtained from the underwritten rent roll.

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

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

 

The following table presents historical occupancy percentages at the Town Center Aventura Property:

 

Historical Occupancy(1)

 

12/31/2014(2)

12/31/2015(2)

12/31/2016(2)

12/31/2017(2)

5/16/2018(3)

98.1% 96.6% 94.6% 97.9% 93.8%

 

(1)The Town Center Aventura Property has averaged 94.6% occupancy since 2006.

(2)Information obtained from the borrower.

(3)Information obtained from the underwritten rent roll.

 

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

 

Cash Flow Analysis

 

  2015 2016(1) 2017(1) TTM 5/31/2018 U/W % of U/W Effective Gross Income U/W $ per SF
Base Rent $5,368,555 $5,283,200 $5,959,089 $5,836,776 $6,181,526(2) 74.1% $33.21
Grossed Up Vacant Space 0 0 0 0 698,477 8.4    3.75
Percentage Rent 230,959 205,809 243,742 241,094 377,178 4.5    2.03
Total Recoveries 1,536,960 1,626,163 1,696,443 1,810,436 1,752,194 21.0    9.41
Other Income(3) 7,444 26,208 26,908 39,085 26,908 0.3    0.14
Less Vacancy & Credit Loss

0

0

0

0

(698,477)(4)

(8.4)(4)

(3.75)

Effective Gross Income $7,143,919 $7,141,380 $7,926,182 $7,927,391 $8,337,806 100.0% $44.79
               
Total Operating Expenses

1,923,308

1,747,316

1,812,633

1,839,735

1,872,202

22.5   

10.06

Net Operating Income $5,220,611 $5,394,064 $6,113,549 $6,087,656 $6,465,604 77.5% $34.74
               
Capital Expenditures 0 0 0 0 37,228 0.4    0.20
TI/LC

0

0

0

0

96,890

1.2   

0.52

Net Cash Flow $5,220,611 $5,394,064 $6,113,549 $6,087,656 $6,331,486 75.9% $34.02
               
NOI DSCR(5) 1.32x 1.36x 1.54x 1.53x 1.63x    
NCF DSCR(5) 1.32x 1.36x 1.54x 1.53x 1.60x    
NOI DY(5) 6.5% 6.7% 7.6% 7.6% 8.1%    
NCF DY(5) 6.5% 6.7% 7.6% 7.6% 7.9%    

 

(1)The increase in Base Rent and Net Operating Income from 2016 to 2017 is partly due to four new tenants taking occupancy between December 2016 and October 2017, totaling $674,963 in underwritten base rent: Purepoint Financial, Red Bike, Great Expressions, and Milk Gone Nuts.

(2)U/W Base Rent includes contractual rent steps totaling $195,883 through June 2019.

(3)Other Income includes late charges and other miscellaneous non-rental income.

(4)The underwritten economic vacancy is 10.2%. The Town Center Aventura Property was 93.8% physically occupied as of May 16, 2018.

(5)Debt service coverage ratios and debt yields are based on the Town Center Aventura Whole Loan.

 

Appraisal. As of the appraisal valuation date of May 11, 2018, the Town Center Aventura Property had an “as-is” appraised value of $133,400,000. The appraisal also concluded to a land value of $90,300,000.

 

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

 

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Environmental Matters. According to the Phase I environmental report dated October 6, 2017, there was no evidence of any recognized environmental conditions at the Town Center Aventura Property.

 

Market Overview and Competition. The Town Center Aventura Property is located in Aventura, Florida, along Biscayne Boulevard, approximately 13.7 miles north of the Miami central business district, 17.2 miles northeast of the Miami International Airport, and 0.5 miles south of Aventura Mall. Aventura Mall, which is owned by Simon Property Group and Turnberry (see “Borrower Sponsor” section), contains approximately 2.0 million square feet of rentable area, is anchored by Bloomingdales, Macy’s, Nordstrom, JC Penney, and Sears, and is one of the highest grossing shopping centers in the United States. Biscayne Boulevard is a primary commercial corridor with a daily traffic count of approximately 74,000 vehicles, and the immediate surrounding area serves as a regional shopping destination.

 

According to the appraisal, the Town Center Aventura Property is located in an affluent suburban neighborhood that is characterized by luxury high-rise condominiums and estate homes. According to the appraisal, the neighborhood benefits from its close proximity to major business districts, employments centers and regional transportation links. Access to the surrounding area is provided via Interstate Highway 95, Biscayne Boulevard (US Highway No. 1), the William Lehman Causeway (State Road 856/NE 192nd Street) and Ocean Boulevard (State Road AIA/Collins Avenue). Interstate Highway 95 is the major north/south expressway providing direct access to the southeastern and northeastern areas of Miami-Dade County, as well as Broward County to the north. According to the appraisal, the estimated 2017 population within a three- and five-mile radius of the Town Center Aventura Property was 181,453 and 414,798, respectively; while the estimated average household income within the same radii was $74,098 and $68,108, respectively.

 

According to a third party market report, the Town Center Aventura Property is situated within the Aventura submarket of the Miami-Dade County retail market. As of the first quarter of 2018, the submarket reported a total inventory of approximately 6.6 million square feet of retail space with a 1.1% vacancy rate. The appraiser identified five primary competitive properties within 2.7 miles of the Town Center Aventura Property totaling approximately 587,423 square feet, which reported an average occupancy rate of approximately 93.8%. The appraiser concluded to the following market rent estimates for the Town Center Aventura Property: $15.00 per square foot for the Publix space; $21.85 per square foot for non-Publix anchor space; $26.00 per square foot for junior anchor space; $47.00 per square foot for Saks/courtyard retail; $40.00 per square foot for in-line; $69.00 per square foot for Biscayne retail; $102.00 per square foot for bank branch space; and $48.50 per square foot for restaurant space, all on a triple net basis. The appraiser concluded that current in-place rents at the Town Center Aventura Property are, on average, approximately 6.7% below market rent.

 

The table below presents certain information relating to comparable properties to the Town Center Aventura Property identified by the appraiser:

 

Competitive Set(1)

 

 

Town Center Aventura

(Subject)

Promenade Shoppes

Aventura

Shopping Center

Aventura

Square

Biscayne Harbor Shops The Arena Shops
Location Aventura, FL Aventura, FL Aventura, FL Aventura, FL Aventura, FL North Miami Beach, FL
Distance from Subject -- 1.4 miles 1.2 miles 0.3 miles 0.5 miles 2.7 miles
Property Type Anchored Anchored Anchored Anchored Unanchored Anchored
Year Built/Renovated 1979/2013 1988/1993 2017/NAP 1998/NAP 1981/NAP 1993/2006
Anchors Saks Fifth Avenue Off 5th, Publix Nordstrom Rack, Marshall’s/Home Goods, Winn Dixie, Michael’s Publix, CVS Bed Bath & Beyond, DSW, Jewelry Exchange, Old Navy NAP Total Wine & More
Total GLA 186,138 SF 291,281 SF 95,190 SF 113,450 SF 49,252 SF 38,250 SF
Quoted Rental Rate $35.39 PSF(2) $45.00 - $60.00 PSF $60.00 - $70.00 PSF $75.00 - $121.00 PSF $60.00 - $70.00 PSF $40.00 - $50.00 PSF
Lease Type NNN NNN NNN NNN NNN NNN
Total Occupancy 93.8%(3) 99.0% 99.0% 74.0%(4) 97.0% 100.0%

 

(1)Information obtained from the appraisal.

(2)Represents the average U/W Base Rent PSF.

(3)Information obtained from the underwritten rent roll.

(4)According to the appraisal, the Aventura Square property has one vacant 29,800 square foot box and is otherwise fully occupied. The vacant box was previously occupied by Toys R Us and Babies R Us until 2018.

 

The Borrower. The borrower is Aventura Fashion Island, L.P.; a Florida limited partnership and single-purpose entity required to have at least two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Town Center Aventura Whole Loan. Jacquelyn Soffer is the guarantor of certain nonrecourse carveouts under the Town Center Aventura Whole Loan.

 

The Borrower Sponsor. The borrower sponsor is Jacquelyn Soffer, the chairman and chief executive officer of Turnberry, a real estate development and hospitality group founded more than 50 years ago in South Florida. Turnberry specializes in large-scale lifestyle developments within the hospitality, retail, residential, and commercial sectors. Ms. Soffer helped transform Aventura Mall (approximately 0.7 miles from the Town Center Aventura Property) from a classic regional shopping mall into a lifestyle destination with retailers including Louis Vuitton, Givenchy, Cartier, Gucci and Fendi, among others. In addition to her day-to-day responsibilities for Turnberry, Ms. Soffer serves as an Independent Director on the Board of Washington Prime Group, a retail real estate investment

 

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

 

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TOWN CENTER AVENTURA

 

 

trust with a portfolio of approximately 120 enclosed regional malls and open-air lifestyle community centers. Ms. Soffer is also a member of the Dean’s Leadership Council at the Harvard University Graduate School of Design; a member of the University of Miami Board of Trustees; and the Board of Trustees for the Institute of Contemporary Art, Miami. Ms. Soffer has been involved in various litigation and foreclosures. Ms. Soffer was involved in various litigation matters involving claims resulting from the Fontainebleau Las Vegas project filing for Chapter 11 bankruptcy protection in mid-2009, as well as other matters. The majority of lawsuits related to the Fontainebleau Las Vegas project were settled in 2013, with a global settlement reached in 2014 and fully documented and dismissed in 2015. In addition, Ms. Soffer was involved the foreclosure of a shopping center in 2011. See “Description of the Mortgage Pool─Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

 

Escrows. The Town Center Aventura Whole Loan documents require upfront reserves of $451,415 for real estate taxes, $600,000 for general tenant improvements and leasing commissions (“TI/LCs”), $309,507 for tenant specific TI/LCs related to MidiCi ($115,566), Great Expressions ($87,200), Purepoint Financial ($56,741), and Milk Gone Nuts ($50,000) and $129,259 for outstanding rent concessions related to Verizon. The Town Center Aventura Whole Loan documents also provide for ongoing monthly reserves of $56,427 for real estate taxes, $3,102 for replacement reserves (subject to a cap of $74,456) and $15,512 for general TI/LCs (subject to a cap of $372,000).

 

The Town Center Aventura Whole Loan documents do not require ongoing monthly escrows for insurance premiums so long as (i) no event of default has occurred and is continuing; (ii) the borrower provides the lender with evidence that the Town Center Aventura Property’s insurance coverage is included in a blanket policy and such policy in in full force and effect; (iii) the borrower pays all applicable insurance premiums and provides the lender with evidence of renewals at least 15 days prior to the expiration date of such policy.

 

Lockbox and Cash Management. The Town Center Aventura Whole Loan requires a hard lockbox with upfront cash management, and that the borrower directs the tenants to pay their rent 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. All proceeds in the lockbox account are required to be swept each business day into a lender-controlled cash management account. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds are required to be distributed to the borrower. During a Cash Trap Event Period, all excess funds are required to be held by the lender as additional collateral for the Town Center Aventura Whole Loan.

 

A “Cash Trap Event Period” will commence upon the earlier of the following: 

(i)the occurrence of an event of default under the Town Center Aventura Whole Loan;

(ii)the occurrence of a Major Tenant Event Period (as defined below); or

(iii)the debt service coverage ratio falling below 1.25x at the end of any calendar quarter; provided, however, that the borrower has the option to deposit with lender a letter of credit or cash collateral in an amount, which, if applied to the outstanding principal balance of the Town Center Aventura Whole Loan, would satisfy the foregoing ratio.

 

A Cash Trap Event Period will end upon the occurrence of the following: 

with regard to clause (i), the cure of such event of default;

with regard to clause (ii), a Major Tenant Cure Event (as defined below); or

with regard to clause (iii), the debt service coverage ratio being equal to 1.30x or greater for two consecutive calendar quarters.

 

A “Major Tenant Event Period” will commence upon the earlier of the following (the term “Major Tenant” includes Publix, Saks Off 5th, and any replacement tenant that leases all, or substantially all, of the spaces currently occupied by Publix or Saks Off 5th):

(i)Any Major Tenant goes dark, vacates, fails to occupy its space, or gives notice of its intent to cancel or terminate its lease;

(ii)Any Major Tenant becomes insolvent or files for bankruptcy; or

(iii)the earlier of (a) six months prior to the scheduled expiration date of any Major Tenant lease or (b) the date on which notice of renewal is required to be provided pursuant to the tenant lease (based on current leases, Publix and Saks Off 5th have renewal notice periods of six months and 12 months, respectively).

 

A “Major Tenant Cure Event” will occur upon the following:

with regard to clause (i), (a) a Major Tenant Re-Leasing Event (as defined below), (b) the applicable Major Tenant has resumed its normal business operations in its space and is open during customary hours for two consecutive calendar quarters, or (c) the borrower having deposited with lender the Major Tenant Event Period Cure Deposit (as defined below);

with regard to clause (ii), (a) a Major Tenant Re-Leasing Event, (b) the bankruptcy or insolvency proceedings having terminated and the lease having been affirmed or assigned in a manner satisfactory to the lender, or (c) the borrower having deposited with lender the Major Tenant Event Period Cure Deposit;

with regard to clause (iii), (a) a Major Tenant Re-Leasing Event, (b) lender receives satisfactory evidence the applicable Major Tenant has renewed its lease pursuant to terms and conditions satisfactory to lender, or (c) the borrower having deposited with lender the Major Tenant Event Period Cure Deposit.

 

A “Major Tenant Re-Leasing Event” will occur upon the lender receiving satisfactory evidence that (a) the applicable Major Tenant space has been leased to one or more replacement tenants reasonably acceptable to lender, (b) such replacement tenant has taken occupancy, is open for business and is paying rent, and (c) that all tenant improvement costs and leasing commissions provided in each such replacement tenant lease have been paid or have been reserved.

 

The “Major Tenant Event Period Cure Deposit” is an amount equal to $800,000 (in the form of cash or a letter of credit) with respect to each affected Major Tenant lease.

 

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

 

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Property Management. The Town Center Aventura Property is managed by an affiliate of the borrower.

 

Assumption. The borrower has the right to transfer the Town Center Aventura Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) if requested by the lender, rating agency confirmation from DBRS, Fitch, and S&P that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2018-BNK13 Certificates and similar confirmations from each rating agency rating any securities backed by the Town Center Aventura Companion Loan with respect to the ratings of such securities.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Ground Lease. None.

 

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

 

Windstorm Insurance. The Town Center Aventura Whole Loan documents require windstorm and flood insurance covering the full replacement cost of the Town Center Aventura Property during the loan term. At the time of loan closing, Town Center Aventura 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 STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

69 

 

 

No. 10 – Florida Hotel & Conference Center
 
Loan Information   Property Information
Mortgage Loan Seller: Morgan Stanley Mortgage Capital Holdings LLC   Single Asset/Portfolio: Single Asset
Credit Assessment (Fitch/KBRA/S&P): NR/NR/NR   Property Type: Hospitality
Original Principal Balance: $40,000,000   Specific Property Type: Full Service
Cut-off Date Balance: $40,000,000   Location: Orlando, FL
% of Initial Pool Balance: 4.24%   Size: 511 Rooms
Loan Purpose: Refinance   Cut-off Date Balance Per Room: $78,278
Borrower Name: Tantallon Orlando, LLC   Year Built/Renovated: 1986/2017
Borrower Sponsor: Tariq M. Shaikh   Title Vesting: Fee
Mortgage Rate: 5.600%   Property Manager: Self-managed
Note Date: June 1, 2018   4th Most Recent Occupancy (As of): 71.5% (12/31/2014)
Anticipated Repayment Date: NAP   3rd Most Recent Occupancy (As of): 76.8% (12/31/2015)
Maturity Date: June 1, 2023   2nd Most Recent Occupancy (As of): 72.4% (12/31/2016)
IO Period: 60 months   Most Recent Occupancy (As of): 78.7% (12/31/2017)
Loan Term (Original): 60 months   Current Occupancy (As of): 79.8% (4/30/2018)
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): $6,353,666 (12/31/2015)
Call Protection: L(26),D(29),O(5)   3rd Most Recent NOI (As of): $5,827,117 (12/31/2016)
Lockbox Type(1): Soft/Upfront Cash Management   2nd Most Recent NOI (As of): $6,016,159 (12/31/2017)
Additional Debt: No   Most Recent NOI (As of): $6,265,399 (TTM 4/30/2018)
Additional Debt Type: NAP      
         
      U/W Revenues: $24,121,341
      U/W Expenses: $17,651,046
      U/W NOI: $6,470,294
          U/W NCF: $5,505,440
          U/W NOI DSCR: 2.85x
          U/W NCF DSCR: 2.42x
Escrows and Reserves(2):         U/W NOI Debt Yield: 16.2%
          U/W NCF Debt Yield: 13.8%
Type: Initial Monthly Cap (If Any)   As-Is Appraised Value: $65,300,000
Taxes $402,000 $50,250 NAP   As-Is Appraisal Valuation Date: April 12, 2018
Insurance $0 Springing NAP   Cut-off Date LTV Ratio: 61.3%
Replacement Reserves $5,500,000 (3) NAP   LTV Ratio at Maturity or ARD: 61.3%
             
               
(1)See “Lockbox and Cash Management” below.

(2)See “Escrows” below.

(3)Monthly Replacement Reserves will be equal to 4.0% of operating income.

 

The Mortgage Loan. The mortgage loan (the “Florida Hotel & Conference Center Mortgage Loan”) is evidenced by a single promissory note secured by a first mortgage encumbering a fee interest in a 511-room full service hotel located in Orlando, Florida (the “Florida Hotel & Conference Center Property”). The Florida Hotel & Conference Center Mortgage Loan was originated on June 1, 2018 by Morgan Stanley Bank, N.A. The Florida Hotel & Conference Center Mortgage Loan had an original principal balance of $40,000,000, has an outstanding principal balance as of the Cut-off Date of $40,000,000 and accrues interest at an interest rate of 5.600% per annum. The Florida Hotel & Conference Center Mortgage Loan had an initial term of 60 months, has a remaining term of 58 months as of the Cut-off Date and requires payments of interest-only through the term of the Florida Hotel & Conference Center Mortgage Loan. The Florida Hotel & Conference Center Mortgage Loan matures on June 1, 2023.

 

Following the lockout period, the Florida Hotel & Conference Center Borrower has the right to defease the Florida Hotel & Conference Center Mortgage Loan in whole, but not in part, on any date before February 1, 2023. The Florida Hotel & Conference Center Mortgage Loan is prepayable without penalty on or after February 1, 2023.

 

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

 

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FLORIDA HOTEL & CONFERENCE CENTER

 

Sources and Uses

 

Sources         Uses      
Original loan amount $40,000,000   99.8%   Loan Payoff $33,827,502   84.4%
Sponsor’s new cash contribution 61,400   0.2      Reserves 5,902,000    14.7
          Closing costs 331,898   0.8
Total Sources $40,061,400   100.0%   Total Uses $40,061,400   100.0%

 

The Property. The Florida Hotel & Conference Center Property is an 11-story, full service hotel located in Orlando, Florida. Built in 1986 and most recently renovated in 2017, the Florida Hotel & Conference Center Property is situated on a 10.8-acre site and contains 511 rooms, including 407 double/double guestrooms, 98 king guestrooms, three junior suites, two presidential suites and one, one-bedroom suite. Amenities at the Florida Hotel & Conference Center Property include an outdoor swimming pool and whirlpool, a fitness center, a business center, a gift shop, room service, an airport/local shuttle, 50,234 square feet of meeting space and 455 surface parking spaces. Additionally, the Florida Hotel & Conference Center Property features a 98-seat restaurant, 78-seat bar and a Starbucks. The Florida Hotel & Conference Center Property is directly attached to The Florida Mall, a 1.7 million square foot super regional mall that is owned by Simon Property Group and attracts more than more than 20 million visitors annually.

 

Upgrades since 2014 total approximately $8.7 million ($17,025 per room) and focused on guestroom and corridor renovation. The Florida Hotel & Conference Center Borrower has $5.85 million of planned renovations, of which $5.50 million has been reserved for. Approximately $2.5 million is allocated to guest room renovation, $400,000 to guest floor corridors and $2.0 million to roof replacement, with the remaining $600,000 of the reserve allocated to contingencies related to the foregoing. The Florida Hotel & Conference Center Borrower is not obligated to make such renovations, but will not receive funds from the foregoing reserve unless it does so.

 

According to the appraisal, the 2017 market mix of the Florida Hotel & Conference Center Property was 32% commercial, 34% meeting and group, and 34% transient. The Florida Hotel & Conference Center Property was acquired in 2004. In 2016, the Florida Hotel & Conference Center Borrower entered into a distribution agreement with Best Western International, Inc. (“BWI”) pursuant to which reservations for the Florida Hotel & Conference Center Property may be made through BWI’s reservations system, BWI agrees to use reasonable efforts to market the hotel as a Best Western Premier Collection hotel and the hotel benefits from certain BWI rewards programs and is allowed to use certain BWI trademarks during the term of the agreement. The distribution agreement is dated April 1, 2016 and has a term of four years that automatically renews for successive four-year terms unless either party provides notice of non-renewal at least 60 days prior to the end of the then-current term. In addition, either party may cancel the distribution agreement without cause upon one year’s notice to the other party and with cause upon 15 days’ notice to the other party. The distribution agreement is not assignable and does not inure to the benefit of the lender if it takes title to the Florida Hotel & Conference Center Property.

 

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

 

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FLORIDA HOTEL & CONFERENCE CENTER

 

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 Florida Hotel & Conference Center Property:

 

Cash Flow Analysis

 

  2015(1) 2016(1) 2017(1) TTM
4/30/2018(1)
U/W % of
U/W
Total Revenue
U/W $
per
Room
Occupancy 76.80% 72.40% 78.70% 79.80% 79.80%    
ADR $107.57 $108.28 $108.90 $109.74 $109.74    
RevPAR $82.61 $78.39 $85.70 $87.57 $87.57    
               
Room Revenue $15,399,767 $14,623,155 $15,980,319 $16,334,729 $16,333,589 67.7%   $31,964
F&B Revenue 7,269,806 7,220,735 6,904,204 7,208,214 7,208,214 29.9      14,106
Other Revenue(2)

676,391

548,452

590,598

579,538

579,538

2.4     

1,134

Total Revenue $23,345,964 $22,392,342 $23,475,121 $24,122,481 $24,121,341 100.0%   $47,204
               
Total Department Expenses

9,489,927

9,451,052

9,915,251

10,169,121

10,168,640

42.2     

19,899

Gross Operating Profit $13,856,037 $12,941,290 $13,559,870 $13,953,360 $13,952,701 57.8%   $27,305
               
               
 Total Undistributed Expenses

5,279,215

5,077,660

5,357,184

5,500,766

5,500,766

22.8     

10,765

 Profit Before Fixed Charges $8,576,822 $7,863,630 $8,202,686 $8,452,594 $8,451,935 35.0%   $16,540
               
Total Fixed Charges

2,223,156

2,036,513

2,186,527

2,187,195

1,981,640

8.2     

3,878

               
Net Operating Income $6,353,666 $5,827,117 $6,016,159 $6,265,399 $6,470,294 26.8%   $12,662
FF&E

1,076,432

895,651

1,058,171

964,899

964,854

4.0     

1,888

Net Cash Flow $5,277,234 $4,931,466 $4,957,988 $5,300,500 $5,505,440 22.8%   $10,774
               
NOI DSCR 2.80x 2.57x 2.65x 2.76x 2.85x    
NCF DSCR 2.32x 2.17x 2.18x 2.33x 2.42x    
NOI DY 15.9% 14.6% 15.0% 15.7% 16.2%    
NCF DY 13.2% 12.3% 12.4% 13.3% 13.8%    
               
(1)Occupancy, ADR and RevPAR figures are based on the underwriting, which have been taken from financial statements provided by the Florida Hotel & Conference Center Borrower. Variances between the underwriting and the Subject and Market Historical Occupancy, ADR and RevPAR table with respect to Occupancy, ADR and RevPAR at the Florida Hotel & Conference Center Property are attributable to variances in reporting methodologies and/or timing differences.

(2)Other revenues consist of departmental expenses and miscellaneous income.

 

Appraisal. As of the appraisal valuation date of April 12, 2018, the Florida Hotel & Conference Center Property had an “as-is” appraised value of $65,300,000.

 

Environmental Matters. According to the Phase I environmental site assessment dated April 19, 2018, there was no evidence of any recognized environmental conditions at the Florida Hotel & Conference Center Property.

 

Market Overview and Competition. The Florida Hotel & Conference Center Property is centrally located around the Orlando International Airport, Disney World, Universal Studios and SeaWorld Orlando. Orlando’s popularity as a year-round tourism destination contributes to the area’s overall economy. According to a third-party source, over 68 million people visited Orlando in 2016, representing a 3% increase in visitation from 2015 and increasing for the seventh consecutive year. The Florida Hotel & Conference Center Property’s surrounding neighborhood is characterized by restaurants, office buildings and retail shopping centers along the primary thoroughfares. The Florida Hotel & Conference Center Property is directly attached to The Florida Mall, a 1.7 million square foot super regional mall that is owned by Simon Property Group and attracts more than more than 20 million visitors annually. The Florida Mall is rated A+ by an industry research report and features a more than 250 retail, dining and entertainment options including Macy’s, Apple, H&M, ZARA, the Crayola Experience attraction, the M&M’s World store, Carlo’s Bakery and a dining pavilion, with more than 1,400 indoor and outdoor seating options at 23 restaurants and eateries. Major employers in the area include the Walt Disney World Resort (74,000 employees), Universal Orlando (21,000), Adventist Health Systems/Florida Hospital (20,413), Publix (19,783), and Orlando International Airport (18,000).

 

According to the appraisal, the Florida Hotel & Conference Center Property competes directly with four hotels totaling 1,877 rooms. While a variety of new hotel projects are planned, underway or proposed in the greater Orlando market, none are expected to compete directly with the Florida Hotel & Conference Center Property, according to the appraisal.

 

According to a third-party research provider, the estimated 2018 population within a one-, three-, and five-mile radius of the Florida Hotel & Conference Center Property was 6,572, 69,627, and 191,147, respectively; and the average household income within the same radii was $52,888, $54,113 and $61,750, respectively.

 

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

 

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FLORIDA HOTEL & CONFERENCE CENTER

 

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

 

 

Competitive Set

Florida Hotel & Conference Center(2)

Penetration Factor

Year

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

Occupancy

ADR

RevPAR

12/31/2016 81.66% $116.36 $95.02 73.53% $123.16 $90.55 90.03% 105.84% 95.29%
12/31/2017 80.91% $125.31 $101.38 76.29% $124.76 $95.18 94.29% 99.56% 93.88%
3/31/2018 88.15% $132.79 $117.06 82.36% $126.28 $104.01 93.43% 95.10% 88.85%
(1)Information obtained from a third party hospitality research report dated April 17, 2018. The competitive set includes: BW Premier Collection The Florida Hotel & Conference Center, Doubletree @ The Entrance To Universal Orlando, Marriott Orlando Airport Lakeside, Wyndham Orlando Resort International Drive, Econo Lodge Inn & Suites Near Florida Mall, Renaissance Orlando Airport Hotel, Days Inn & Suites Orlando Airport, Crowne Plaza Orlando Universal Resort Area, Hampton Inn & Suites Orlando Airport @ Gateway Village and Wyndham Garden Hotel Lake Buena Vista Disney Springs Resort Area.

(2)Variances between the underwriting and the above table with respect to Occupancy, ADR and RevPAR at the Florida Hotel & Conference Center Property are attributable to variances in reporting methodologies and/or timing differences.

 

The Borrower. The borrower is Tantallon Orlando, LLC (the “Florida Hotel & Conference Center Borrower”), a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the Florida Hotel & Conference Center Borrower delivered a non-consolidation opinion in connection with the origination of the Florida Hotel & Conference Center Mortgage Loan. Tariq M. Shaikh is the guarantor of certain nonrecourse carveouts under the Florida Hotel & Conference Center Mortgage Loan.

 

The Borrower Sponsor. The borrower sponsor is Tariq M. Shaikh. Tariq M. Shaikh is the president of Edinburgh Management, LLC. Edinburgh Management, LLC is a privately-held hospitality investment, development, and management company that was founded in 2003 and is headquartered in Houston, Texas. Edinburgh Management, LLC owns and manages nearly 1,000 hotel rooms and 95,000 square feet of meeting space, and its senior management team has over 35 years of hospitality experience in markets across the United States.

 

Escrows. The Florida Hotel & Conference Center Borrower deposited at loan origination $5,500,000 for budgeted capital improvements (including $2,500,000 for guest room renovations, $400,000 for corridor repairs, $2,000,000 for roof repairs and $600,000 for contingencies related to any of the foregoing) and $402,000 for real estate taxes and is required to deposit monthly 1/12th the estimated annual real estate taxes. Additionally, the Florida Hotel & Conference Center Borrower is required to deposit monthly 1/12th of the estimated annual insurance premiums, unless (i) there is no event of default under the loan documents; and (ii) insurance requirements are being satisfied by a blanket policy reasonably approved by the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums. The Florida Hotel & Conference Center Borrower is required to cause the property manager to deposit from hotel revenues collected by it into a separate lockbox account for furniture, fixtures and equipment reserves (the “FF&E Lockbox”), on each monthly payment date, an amount equal to 4.0% of gross operating income (the “FF&E Deposit”). The property manager has access to such account and may use the funds in such account until (i) the property management agreement has terminated, (ii) the property manager is in default under the property management agreement, or (iii) an event of default has occurred under the Florida Hotel & Conference Center Mortgage Loan. In the event of the occurrence of any of the foregoing events, the lender has the right to terminate the property manager’s access to the FF&E Lockbox, and the Florida Hotel & Conference Center Borrower will be required to make the monthly FF&E Deposit into a reserve maintained by the lender.

 

Lockbox and Cash Management. The Florida Hotel & Conference Center Mortgage Loan provides for a soft lockbox and upfront cash management. For so long as the current property management agreement is in effect, the property manager is required to collect hotel revenues and deposit them into a hotel operating account maintained by the property manager, and is required to deposit monthly into a lockbox account all sums in the hotel operating account that are payable to the Florida Hotel & Conference Center Borrower under the property management agreement. Such sums are equal to hotel revenues deposited by the property manager into the hotel operating account, net of operating expenses, bad debt reserves, working capital reserves, management fees and the amount required to be deposited by the property manager into the FF&E Lockbox as described under “Escrows” above. If the property management agreement is no longer in effect, the Florida Hotel & Conference Center Borrower and property manager will be required (i) to cause all credit card receipts to be deposited directly into the lockbox account, and (ii) to deposit into the lockbox account any hotel revenues received by them within one business day of receipt. Funds in the lockbox account are required to be transferred weekly into a lender-controlled cash management account and applied to pay monthly escrows, as described above under “Escrows”, debt service, and if the property management agreement is no longer in effect and a Cash Sweep Event Period (as defined below) is continuing, operating expenses set forth in the annual budget (which is required to be approved by the lender), and extraordinary expenses approved by the lender, to pay the Florida Hotel & Conference Center Borrower an amount equal to operating expenses payable by it which are not paid by the property manager pursuant to the property management agreement, and to pay all excess cash (i) if a Cash Sweep Event Period is continuing, to an excess cash reserve to be held as additional security for the Florida Hotel & Conference Center Mortgage Loan for so long as a Cash Sweep Event Period exists, and (ii) otherwise, to the Florida Hotel & Conference Center Borrower.

 

A “Cash Sweep Event Period” means a period:

 

i.commencing upon the occurrence of an event of default under the Florida Hotel & Conference Center Mortgage Loan agreement and ending upon the cure (if applicable) of such event of default; or

 

ii.commencing upon the debt service coverage ratio (calculated based on the trailing twelve-month period and assuming a 30-year amortization schedule) being less than 1.25x for two consecutive calendar quarters and ending upon the date that the debt service coverage ratio (calculated in the same manner) is at least 1.85x for two consecutive calendar quarters; or

 

iii.commencing upon the date the property management agreement is terminated or cancelled and ending upon the date a replacement property management agreement acceptable to the lender is in full force and effect.

 

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

 

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FLORIDA HOTEL & CONFERENCE CENTER

 

Property Management. The Florida Hotel & Conference Center Property is currently managed by an affiliate of the Florida Hotel & Conference Center Borrower.

 

Assumption. The Florida Hotel & Conference Center Borrower has the right to transfer the Florida Hotel & Conference Center 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 satisfies the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (iii) a replacement guarantor acceptable to the lender assumes the obligations of the Florida Hotel & Conference Center guarantor under the non-recourse carveout guaranty and environmental indemnity; and (iv) if required by the lender, the lender receives confirmation from each rating agency assigned to rate the Series 2018-BNK13 Certificates that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2018-BNK13 Certificates.

 

Partial Release. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Subordinate and Mezzanine Indebtedness. Not permitted.

 

Terrorism Insurance. The Florida Hotel & Conference Center Mortgage Loan documents require that the “all risk” insurance policy required to be maintained by the Florida Hotel & Conference Center Borrower provide coverage for acts of terrorism in an amount equal to the full replacement cost of the Florida Hotel & Conference Center Property and 12 months of business interruption insurance, provided that so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (TRIPRA) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), and covers both domestic and foreign acts of terrorism, the lender will be required to accept insurance which covers against “covered acts” as defined by TRIPRA or such other program.

 

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

 

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BANK 2018-BNK13 Transaction Contact Information

 

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

 

Morgan Stanley & Co.  
   
Nishant Kapur Tel. (212) 761-1483
   
Jane Lam Tel. (212) 296-8567
   
Brandon Atkins Tel. (212) 761-4846

 

BofA Merrill Lynch  
   
Leland Bunch Tel. (646) 855-3953
   
Danielle Caldwell Tel. (646) 855-3421

 

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