FREE WRITING PROSPECTUS | ||
FILED PURSUANT TO RULE 433 | ||
REGISTRATION FILE NO.: 333-262701-02 | ||
May 31, 2022
Free Writing Prospectus
Structural and Collateral Term Sheet
$633,273,980
(Approximate Initial Mortgage Pool Balance)
$524,152,000
(Offered Certificates)
Citigroup Commercial Mortgage Trust 2022-GC48
As Issuing Entity
Citigroup Commercial Mortgage Securities Inc.
As Depositor
Commercial Mortgage Pass-Through Certificates, Series 2022-GC48
Citi Real Estate Funding Inc.
Goldman Sachs Mortgage Company
Starwood Mortgage Capital LLC
Bank of Montreal
As Sponsors and Mortgage Loan Sellers
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. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and that these materials may not be updated or (3) these materials possibly being confidential, are, in each case, 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.
Citigroup | BMO Capital Markets | Goldman Sachs & Co. LLC |
Co-Lead Managers and Joint Bookrunners | ||
Academy Securities | Siebert Williams Shank | |
Co-Manager | Co-Manager |
CERTIFICATE SUMMARY |
The securities offered by this structural and collateral term sheet (this “Term Sheet”) are described in greater detail in the preliminary prospectus, dated on or about May 31, 2022, included as part of our registration statement (SEC File No. 333-262701) (the “Preliminary Prospectus”). The Preliminary Prospectus contains material information that is not contained in this Term Sheet (including, without limitation, a summary of risks associated with an investment in the offered securities under the heading “Summary of Risk Factors” and a detailed discussion of such risks under the heading “Risk Factors”). The Preliminary Prospectus is available upon request from Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc. or Siebert Williams Shank & Co., LLC. This Term Sheet is subject to change.
For information regarding certain risks associated with an investment in this transaction, refer to “Summary of Risk Factors” and “Risk Factors” in the Preliminary Prospectus. Capitalized terms used but not otherwise defined in this Term Sheet have the respective meanings assigned to those terms in the Preliminary Prospectus.
The Securities May Not Be a Suitable Investment for You
The securities offered by this Term Sheet are not suitable investments for all investors. In particular, you should not purchase any class of securities unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with that class of securities. For those reasons and for the reasons set forth under the headings “Summary of Risk Factors” and “Risk Factors” in the Preliminary Prospectus, the yield to maturity of, the aggregate amount and timing of distributions on and the market value of the offered securities are subject to material variability from period to period and give rise to the potential for significant loss over the life of those securities. The interaction of these factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered securities involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the securities. Potential investors are advised and encouraged to review the Preliminary Prospectus in full and to consult with their legal, tax, accounting and other advisors prior to making any investment in the offered securities described in this Term Sheet.
The securities offered by these materials are being offered when, as and if issued. This Term Sheet is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. The information contained in this Term Sheet may not pertain to any securities that will actually be sold. The information contained in this Term Sheet may be based on assumptions regarding market conditions and other matters as reflected in this Term Sheet. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this Term Sheet should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this Term Sheet may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in this Term Sheet or derivatives thereof (including options). Information contained in this Term Sheet is current as of the date appearing on this Term Sheet only. Information in this Term Sheet regarding the securities and the mortgage loans backing any securities discussed in this Term Sheet supersedes all prior information regarding such securities and mortgage loans. None of Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc. or Siebert Williams Shank & Co., LLC provides accounting, tax or legal advice.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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CERTIFICATE SUMMARY |
The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—General Risk Factors—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity and Other Aspects of the Offered Certificates” in the Preliminary Prospectus). See also “Legal Investment” in the Preliminary Prospectus.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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CERTIFICATE SUMMARY |
OFFERED CERTIFICATES | ||||||||
Offered Classes | Expected Ratings | Approximate Initial Certificate Balance or Notional Amount(2) | Approximate Initial Credit Support(3) | Initial Pass- | Pass-Through Rate Description | Expected | Expected Principal Window(5) | |
Class A-1 | Aaa(sf)/AAAsf/AAA(sf) | $3,961,000 | 30.000% | % | (6) | 2.46 | 07/22 – 02/27 | |
Class A-2 | Aaa(sf)/AAAsf/AAA(sf) | $93,366,000 | 30.000% | % | (6) | 4.93 | 02/27 – 06/27 | |
Class A-4 | Aaa(sf)/AAAsf/AAA(sf) | (7) | 30.000% | % | (6) | (7) | (7) | |
Class A-5 | Aaa(sf)/AAAsf/AAA(sf) | (7) | 30.000% | % | (6) | (7) | (7) | |
Class A-SB | Aaa(sf)/AAAsf/AAA(sf) | $5,942,000 | 30.000% | % | (6) | 7.42 | 06/27 – 02/32 | |
Class X-A | Aa1(sf)/AAAsf/AAA(sf) | $463,239,000(8) | N/A | % | Variable IO(9) | N/A | N/A | |
Class A-S | Aa2(sf)/AAAsf/AAA(sf) | $42,112,000 | 23.000% | % | (6) | 9.90 | 05/32 – 05/32 | |
Class B | NR/AA-sf/AA(sf) | $30,833,000 | 17.875% | % | (6) | 9.96 | 05/32 – 06/32 | |
Class C | NR/A-sf/A-(sf) | $30,080,000 | 12.875% | % | (6) | 9.98 | 06/32 – 06/32 | |
NON-OFFERED CERTIFICATES(10) | ||||||||
Non-Offered Classes | Expected Ratings | Approximate Initial Certificate Balance or Notional Amount(2) | Approximate Initial Credit Support(3) | Initial Pass- | Pass-Through Rate Description | Expected | Expected Principal Window(5) | |
Class X-B | NR/A-sf/AAA(sf) | $60,913,000(8) | N/A | % | Variable IO(9) | N/A | N/A | |
Class X-D | NR/BBB-sf /BBB-(sf) | $33,841,000(8) | N/A | % | Variable IO(9) | N/A | N/A | |
Class X-F | NR/BB-sf/BB-(sf) | $15,040,000(8) | N/A | % | Variable IO(9) | N/A | N/A | |
Class X-G | NR/B-sf /B-(sf) | $6,768,000(8) | N/A | % | Variable IO(9) | N/A | N/A | |
Class X-H | NR/NR/NR | $21,809,280(8) | N/A | % | Variable IO(9) | N/A | N/A | |
Class D | NR/BBBsf/BBB+(sf) | $18,801,000 | 9.750% | % | (6) | 9.98 | 06/32 – 06/32 | |
Class E | NR/BBB-sf/BBB-(sf) | $15,040,000 | 7.250% | % | (6) | 9.98 | 06/32 – 06/32 | |
Class F | NR/BB-sf/BB-(sf) | $15,040,000 | 4.750% | % | (6) | 9.98 | 06/32 – 06/32 | |
Class G | NR/B-sf/B-(sf) | $6,768,000 | 3.625% | % | (6) | 9.98 | 06/32 – 06/32 | |
Class H | NR/NR/NR | $21,809,280 | 0.000% | % | (6) | 9.98 | 06/32 – 06/32 | |
Class S(11) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
Class R(11) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
NON-OFFERED VERTICAL RISK RETENTION INTEREST(10) | ||||||||
Non-Offered Eligible Vertical Interest | Expected Ratings | Approximate Initial Combined VRR Interest Balance(2) | Approximate Initial Credit Support(3) | Initial Effective Interest Rate(4) | Effective Interest Rate Description | Expected | Expected Principal Window(5) | |
Combined VRR Interest(12) | NR / NR / NR | $31,663,699(13) | N/A(14) | %(15) | (15) | 9.05 | 07/22 – 06/32 | |
NON-OFFERED LOAN-SPECIFIC CERTIFICATES(16) | ||||||||
(1) | It is a condition of issuance that the offered certificates and certain classes of non-offered certificates receive the ratings set forth above. The anticipated ratings shown are those of Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, LLC (“KBRA”). Subject to the discussion under “Ratings” in the Preliminary Prospectus, the ratings on the certificates address the likelihood of the timely receipt by holders thereof of all payments of interest to which they are entitled on each distribution date and, except in the case of the interest-only certificates, the ultimate receipt by holders thereof of all payments of principal to which they are entitled on or before the applicable rated final distribution date. Certain nationally recognized statistical rating organizations, as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in the Preliminary Prospectus. Moody’s, Fitch and KBRA have informed us that the “sf” designation in the ratings represents an identifier of structured finance product ratings. For additional information about this identifier, prospective investors can go to the related rating agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on those websites. Credit ratings referenced throughout this Term Sheet are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment. |
(2) | Approximate, subject to a variance of plus or minus 5% and further subject to any additional variances described in the footnotes below. In addition, the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H certificates (collectively, the “Class X Certificates”) may vary depending upon the final pricing of the classes of Principal Balance Certificates (as defined in footnote (14) below) whose certificate balances comprise such notional amounts, and, if as a result of such pricing (a) the pass-through rate of any class of Class X Certificates would be equal to zero at all times, such class of Class X Certificates will not be issued on the closing date of this securitization (the “Closing Date”) or (b) the pass-through rate of any class of Principal Balance Certificates whose certificate balance comprises such notional amount is at all times equal to the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as in effect from time to time (the “WAC Rate”), the certificate balance of such class of Principal Balance Certificates may not be part of, and there would be a corresponding reduction in, such notional amount of the related class of Class X Certificates. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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CERTIFICATE SUMMARY |
(3) | “Approximate Initial Credit Support” means, with respect to any class of Non-Vertically Retained Principal Balance Certificates (as defined in footnote (6) below), the quotient, expressed as a percentage, of (i) the aggregate of the initial certificate balances of all classes of Non-Vertically Retained Principal Balance Certificates, if any, junior to such class of Non-Vertically Retained Principal Balance Certificates, divided by (ii) the aggregate of the initial certificate balances of all classes of Non-Vertically Retained Principal Balance Certificates. The approximate initial credit support percentages set forth for the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB certificates are represented in the aggregate. The approximate initial credit support percentages shown in the table above do not take into account the Combined VRR Interest (as defined in footnote (12) below) or the trust subordinate companion loan (as defined in footnote (16) below). |
(4) | Approximate per annum rate as of the Closing Date. |
(5) | Determined assuming no prepayments prior to the maturity date or any anticipated repayment date, as applicable, for any mortgage loan and based on the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in the Preliminary Prospectus. |
(6) | For any distribution date, the pass-through rate for each class of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates (collectively, the “Non-Vertically Retained Principal Balance Certificates”, and collectively with the Class X, Class S and Class R certificates, the “Non-Vertically Retained Certificates”, and the Non-Vertically Retained Certificates, collectively with the Class VRR certificates, the “Certificates”) will generally be equal to one of (i) a fixed per annum rate, (ii) the WAC Rate, (iii) a rate equal to the lesser of a specified per annum rate and the WAC Rate, or (iv) the WAC Rate less a specified percentage, but no less than 0.000%. The trust subordinate companion loan will not be taken into account in determining the pass-through rates on the Non-Vertically Retained Principal Balance Certificates or the WAC Rate. The Non-Vertically Retained Certificates, other than the Class S and Class R certificates, are collectively referred to in this term sheet as the “Non-Vertically Retained Regular Certificates”. See “Description of the Certificates—Distributions—Pass-Through Rates” in the Preliminary Prospectus. |
(7) | The exact initial certificate balances of the Class A-4 and Class A-5 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances, weighted average lives and principal windows of the Class A-4 and Class A-5 certificates are expected to be within the applicable ranges reflected in the following chart. The aggregate initial certificate balance of the Class A-4 and Class A-5 certificates is expected to be approximately $317,858,000, subject to a variance of plus or minus 5%. |
Class of Certificates | Expected Range of Initial Certificate Balances | Expected Range of Weighted Avg. Lives (Yrs) | Expected Range of Principal Windows |
Class A-4 | $0 – $145,000,000 | N/A – 9.78 | N/A / 01/32 – 05/32 |
Class A-5 | $172,858,000 – $317,858,000 | 9.90 – 9.85 | 05/32 – 05/32 / 01/32 – 05/32 |
(8) | The Class X Certificates will not have certificate balances and will not be entitled to receive distributions of principal. Interest will accrue on each class of Class X Certificates at the related pass-through rate based upon the related notional amount. The notional amount of each class of the Class X Certificates will be equal to the certificate balance or the aggregate of the certificate balances, as applicable, from time to time of the class or classes of the Non-Vertically Retained Principal Balance Certificates identified in the same row as such class of Class X Certificates in the chart below (as to such class of Class X Certificates, the “Corresponding Principal Balance Certificates”): |
Class of Class X Certificates | Class(es) of Corresponding Principal Balance Certificates |
Class X-A | Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB and Class A-S |
Class X-B | Class B and Class C |
Class X-D | Class D and Class E |
Class X-F | Class F |
Class X-G | Class G |
Class X-H | Class H |
(9) | The pass-through rate for each class of Class X Certificates will generally be a per annum rate equal to the excess, if any, of (i) the WAC Rate over (ii) the pass-through rate (or, if applicable, the weighted average of the pass-through rates) of the class or classes of Corresponding Principal Balance Certificates as in effect from time to time, as described in the Preliminary Prospectus. See “Description of the Certificates—Distributions—Pass-Through Rates” in the Preliminary Prospectus. |
(10) | The classes of Certificates set forth below “Non-Offered Certificates” and “Non-Offered Vertical Risk Retention Interest” in the table and the Loan-Specific Certificates (as defined in footnote (16) below) are not offered by this Term Sheet. |
(11) | Neither the Class S certificates nor the Class R certificates will have a certificate balance, notional amount, pass-through rate, rating or rated final distribution date. A specified portion of the “excess interest” accruing after the related anticipated repayment date on any mortgage loan with an anticipated repayment date will, to the extent collected, be allocated to the Class S certificates as set forth in “Description of the Certificates—Distributions—Excess Interest” in the Preliminary Prospectus. The Class R certificates will represent the residual interests in each of three separate REMICs, as further described in the Preliminary Prospectus. The Class R certificates will not be entitled to distributions of principal or interest. |
(12) | In satisfaction of the risk retention obligations of Citi Real Estate Funding Inc. (“CREFI”) as retaining sponsor for this securitization transaction, CREFI is expected to acquire (or cause one or more other retaining parties to acquire) from the depositor, on the Closing Date, portions of an “eligible vertical interest” in the form of a “single vertical security” with an initial principal balance of approximately $31,663,699 (the “Combined VRR Interest”), which is expected to represent at least 5% of the aggregate principal balance of all the “ABS interests” (i.e. the sum of the aggregate initial certificate balance of all of the Certificates (other than the Class R certificates) and the initial principal balance of the Uncertificated VRR Interest) issued by the issuing entity on the Closing Date. The Combined VRR Interest will consist of the “Uncertificated VRR Interest” and the “Class VRR Certificates” (each as defined under “Credit Risk Retention” in the Preliminary Prospectus). The Combined VRR Interest will be retained by certain retaining parties in accordance with the credit risk retention rules applicable to this securitization transaction. “Eligible vertical interest”, “single vertical security” and “ABS interests” have the meanings given to such terms in Regulation RR. See “Credit Risk Retention” in the Preliminary Prospectus. The Combined VRR Interest is not offered hereby. |
(13) | Constitutes the Combined VRR Interest Balance (as defined in footnote (14) below), which consists of the aggregate certificate balance of the Class VRR certificates and the principal balance of the Uncertificated VRR Interest. |
(14) | Although the approximate initial credit support percentages shown in the table above with respect to the Non-Vertically Retained Principal Balance Certificates do not take into account the Combined VRR Interest, losses incurred on the mortgage loans will be allocated between the Combined VRR Interest, on the one hand, and the Non-Vertically Retained Principal Balance Certificates, on the other hand, pro rata in accordance with the principal balance of the Combined VRR Interest (the “Combined VRR Interest Balance”) and the aggregate outstanding certificate balance of the Non-Vertically Retained Principal Balance Certificates, respectively. See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus. The Class VRR Certificates and the Non-Vertically Retained Principal Balance Certificates are collectively referred to in this Term Sheet as the “Principal Balance Certificates”. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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CERTIFICATE SUMMARY |
(15) | Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective interest rate for the Combined VRR Interest will be the WAC Rate. |
(16) | Certain additional classes of commercial mortgage pass-through certificates (collectively, the “Loan-Specific Certificates”) will be issued by the issuing entity, which additional classes will only be entitled to receive distributions from, and will only incur losses with respect to, two junior promissory notes secured by the Yorkshire & Lexington Towers mortgaged property (such junior promissory notes, collectively, the “trust subordinate companion loan”). The trust subordinate companion loan will be included as an asset of the issuing entity but will not constitute a “mortgage loan” and will not be part of the mortgage pool backing the classes of Certificates identified in the Certificate Summary table above. The Loan-Specific Certificates are not “Certificates” for purposes of this Term Sheet, and the issuance of the Loan-Specific Certificates should be considered a separate securitization. No class of Certificates will have any interest in the trust subordinate companion loan. See “Description of the Mortgage Pool—The Trust Subordinate Companion Loans” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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MORTGAGE POOL CHARACTERISTICS |
Mortgage Pool Characteristics(1) | |
Initial Pool Balance(2) | $633,273,980 |
Number of Mortgage Loans | 32 |
Number of Mortgaged Properties | 88 |
Average Cut-off Date Balance | $19,789,812 |
Weighted Average Mortgage Rate | 4.89429% |
Weighted Average Remaining Term to Maturity/ARD (months)(3) | 110 |
Weighted Average Remaining Amortization Term (months)(4) | 359 |
Weighted Average Cut-off Date LTV Ratio(5) | 53.4% |
Weighted Average Maturity Date/ARD LTV Ratio(3)(5) | 52.3% |
Weighted Average UW NCF DSCR(6) | 2.29x |
Weighted Average Debt Yield on Underwritten NOI(7) | 11.7% |
% of Initial Pool Balance of Mortgage Loans that are Amortizing Balloon | 9.3% |
% of Initial Pool Balance of Mortgage Loans that are Interest Only then Amortizing Balloon | 1.9% |
% of Initial Pool Balance of Mortgage Loans that are Interest Only | 85.1% |
% of Initial Pool Balance of Mortgage Loans that are Interest Only – ARD | 3.7% |
% of Initial Pool Balance of Mortgaged Properties with Single Tenants | 14.1% |
% of Initial Pool Balance of Mortgage Loans with Mezzanine Debt | 9.5% |
% of Initial Pool Balance of Mortgage Loans with Subordinate Debt | 12.0% |
(1) | The Cut-off Date LTV Ratio, Maturity Date/ARD LTV Ratio, UW NCF DSCR, Debt Yield on Underwritten NOI and Cut-off Date Balance Per SF / Unit / Room / Pad information for each mortgage loan is presented in this Term Sheet (i) if such mortgage loan is part of a whole loan (as defined under “Collateral Overview—Whole Loan Summary” below), are based on both that mortgage loan and any related pari passu companion loan(s) but, unless otherwise specifically indicated, without regard to any related subordinate companion loan(s), and (ii) unless otherwise specifically indicated, are calculated without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future. |
(2) | Subject to a permitted variance of plus or minus 5%. |
(3) | Unless otherwise indicated, mortgage loans with anticipated repayment dates are presented as if they were to mature on the anticipated repayment date. |
(4) | Excludes mortgage loans that are interest-only for the entire term. |
(5) | The Cut-off Date LTV Ratios and Maturity Date/ARD LTV Ratios presented in this Term Sheet are generally based on the “as-is” appraised values of the related mortgaged properties (as set forth on Annex A to the Preliminary Prospectus), provided that such LTV ratios may be calculated based on (i) “as-stabilized” or similar values in certain cases where the completion of certain hypothetical conditions or other events at the property are assumed and/or where reserves have been established at origination to satisfy the applicable condition or event that is expected to occur, or (ii) the Cut-off Date Balance or Balloon Balance, as applicable, net of a related earnout or holdback reserve, or (iii) the “as-is” appraised value for a portfolio of mortgaged properties that includes a premium relating to the valuation of the portfolio of mortgaged properties as a whole rather than as the sum of individually valued mortgaged properties, in each case as further described in the definitions of “Appraised Value”, “Cut-off Date LTV Ratio” and “Maturity Date/ARD LTV Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus. |
(6) | The UW NCF DSCR for each mortgage loan is generally calculated by dividing the Underwritten NCF for the related mortgaged property or mortgaged properties by the annual debt service for such mortgage loan, as adjusted in the case of mortgage loans with a partial interest only period by using the first 12 amortizing payments due instead of the actual interest only payment due. |
(7) | The Debt Yield on Underwritten NOI for each mortgage loan is generally calculated as the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of such mortgage loan, and the Debt Yield on Underwritten NCF for each mortgage loan is generally calculated as the related mortgaged property’s Underwritten NCF divided by the Cut-off Date Balance of such mortgage loan. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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KEY FEATURES OF THE CERTIFICATES |
Co-Lead Managers and Joint Bookrunners: | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC BMO Capital Markets Corp. |
Co-Managers:
| Academy Securities, Inc. Siebert Williams Shank & Co., LLC |
Depositor: | Citigroup Commercial Mortgage Securities Inc. |
Initial Pool Balance: | $633,273,980 |
Master Servicer: | Midland Loan Services, a Division of PNC Bank, National Association |
Special Servicers: | Greystone Servicing Company LLC (with respect to all serviced loans other than the Yorkshire & Lexington Towers whole loan) Rialto Capital Advisors, LLC (with respect to the Yorkshire & Lexington Towers whole loan) |
Certificate Administrator: | ComputerShare Trust Company, National Association |
Trustee: | Wilmington Trust, National Association |
Operating Advisor: | Park Bridge Lender Services LLC |
Asset Representations Reviewer: | Park Bridge Lender Services LLC |
Risk Retention Consultation Parties: | Citi Real Estate Funding Inc. and Goldman Sachs Mortgage Company |
Credit Risk Retention: | For a discussion on the manner in which the U.S. credit risk retention requirements are being satisfied by Citi Real Estate Funding Inc., as retaining sponsor for this securitization transaction, see “Credit Risk Retention” in the Preliminary Prospectus. Note that this securitization transaction is not structured to satisfy European or United Kingdom risk retention and due diligence requirements. |
Closing Date: | On or about June 21, 2022 |
Cut-off Date: | With respect to each mortgage loan, the due date in June 2022 for that mortgage loan (or, in the case of any mortgage loan that has its first due date subsequent to June 2022, the date that would have been its due date in June 2022 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month) |
Determination Date: | The 11th day of each month or next business day, commencing in July 2022 |
Distribution Date: | The 4th business day after the Determination Date, commencing in July 2022 |
Interest Accrual: | Preceding calendar month |
ERISA Eligible: | The offered certificates are expected to be ERISA eligible, subject to the exemption conditions described in the Preliminary Prospectus |
SMMEA Eligible: | No |
Payment Structure: | Sequential Pay |
Day Count: | 30/360 |
Tax Structure: | REMIC |
Rated Final Distribution Date: | May 2054 |
Cleanup Call: | 1.0% |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
8
KEY FEATURES OF THE CERTIFICATES |
Minimum Denominations: | $10,000 minimum for the offered certificates (other than the Class X-A certificates); $1,000,000 minimum for the Class X-A certificates; and integral multiples of $1 thereafter for all the offered certificates |
Delivery: | Book-entry through DTC |
Bond Information: | Cash flows are expected to be modeled by TREPP, INTEX, BLOOMBERG and Moody’s Analytics |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
9
TRANSACTION HIGHLIGHTS |
■ | $524,152,000 (Approximate) New-Issue Multi-Borrower CMBS: |
— | Overview: The mortgage pool consists of 32 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $633,273,980 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $19,789,812 and are secured by 88 mortgaged properties located throughout 24 states and Washington D.C. |
— | LTV: 53.4% weighted average Cut-off Date LTV Ratio |
— | DSCR: 2.29x weighted average Underwritten NCF Debt Service Coverage Ratio |
— | Debt Yield: 11.7% weighted average Debt Yield on Underwritten NOI |
— | Credit Support: 30.000% credit support to Class A-1 / A-2 / A-4/ A-5 / A-SB |
■ | Loan Structural Features: |
— | Amortization: 11.2% of the mortgage loans by Initial Pool Balance have scheduled amortization: |
– | 9.3% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity |
– | 1.9% of the mortgage loans by Initial Pool Balance have scheduled amortization following a partial interest only period with a balloon payment due at maturity |
— | Hard Lockboxes: 48.3% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place |
— | Cash Traps: 100.0% of the mortgage loans by Initial Pool Balance have cash traps triggered by certain declines in cash flow, all at levels equal to or greater than (i) a 1.15x coverage or (ii) a 4.25% debt yield, that fund an excess cash flow reserve |
— | Reserves: The mortgage loans require amounts to be escrowed for reserves as follows: |
– | Real Estate Taxes: 26 mortgage loans representing 86.8% of the Initial Pool Balance |
– | Insurance: 18 mortgage loans representing 48.9% of the Initial Pool Balance |
– | Replacement Reserves (Including FF&E Reserves): 27 mortgage loans representing 86.5% of the Initial Pool Balance |
– | Tenant Improvements / Leasing Commissions: 19 mortgage loans representing 87.7% of the portion of the Initial Pool Balance that is secured by office, industrial, retail, self storage (with commercial tenants), mixed use and multifamily (with commercial tenants) properties |
— | Predominantly Defeasance Mortgage Loans: 76.9% of the mortgage loans by Initial Pool Balance permit defeasance only after an initial lockout period |
■ | Multiple-Asset Types > 5.0% of the Initial Pool Balance: |
— | Office: 38.1% of the mortgaged properties by allocated Initial Pool Balance are office properties |
— | Retail: 15.6% of the mortgaged properties by allocated Initial Pool Balance are retail properties |
— | Hospitality: 12.6% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties |
— | Multifamily: 11.1% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties |
— | Mixed Use: 9.5% of the mortgaged properties by allocated Initial Pool Balance are mixed use properties |
— | Self Storage: 5.3% of the mortgaged properties by allocated Initial Pool Balance are self storage properties |
— | Manufactured Housing: 5.1% of the mortgaged properties by allocated Initial Pool Balance are manufactured housing properties |
■ | Geographic Diversity: The 88 mortgaged properties are located throughout 24 states and Washington D.C., with only three states having 10% or greater of the allocated Initial Pool Balance: New York (24.3%), California (22.2%), and New Jersey (10.8%). |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
10
COLLATERAL OVERVIEW |
Mortgage Loans by Loan Seller
Mortgage Loan Seller | Mortgage Loans | Mortgaged Properties | Aggregate Cut-off Date Balance | % of Initial Pool Balance |
Citi Real Estate Funding Inc. | 9 | 46 | $194,950,691 | 30.8% |
Goldman Sachs Mortgage Company | 5 | 12 | 145,422,000 | 23.0% |
Starwood Mortgage Capital LLC | 10 | 21 | 131,181,289 | 20.7% |
Bank of Montreal | 6 | 6 | 61,720,000 | 9.7% |
Bank of Montreal, Starwood Mortgage Capital LLC, Citi Real Estate Funding Inc.(1) | 1 | 2 | 60,000,000 | 9.5% |
Citi Real Estate Funding Inc., Bank of Montreal(2) | 1 | 1 | 40,000,000 | 6.3% |
Total | 32 | 88 | $633,273,980 | 100.0% |
(1) | The Yorkshire & Lexington Towers mortgage loan (9.5%) is comprised of separate notes that are being sold by Bank of Montreal, Starwood Mortgage Capital LLC and Citi Real Estate Funding Inc. The Yorkshire & Lexington Towers mortgage loan is part of a “whole loan” that was co-originated by Bank of Montreal, Starwood Mortgage Capital LLC, and Citi Real Estate Funding Inc. The Yorkshire & Lexington Towers mortgage loan is evidenced by three promissory notes: (i) note A-4, with an outstanding principal balance of $20,000,000 as of the cut-off date, as to which Bank of Montreal is acting as mortgage loan seller; (ii) note A-9, with an outstanding principal balance of $20,000,000 as of the cut-off date, as to which Citi Real Estate Funding Inc. is acting as mortgage loan seller and (iii) note A-11, with an outstanding principal balance of $20,000,000 as of the cut-off date, as to which Starwood Mortgage Capital LLC is acting as mortgage loan seller. |
(2) | The Bell Works mortgage loan (6.3%) is comprised of separate notes that are being sold by Citi Real Estate Funding Inc. and Bank of Montreal. The Bell Works mortgage loan is part of a “whole loan” that was co-originated by Citi Real Estate Funding Inc., Bank of Montreal and Barclays Capital Real Estate Inc. The Bell Works mortgage loan is evidenced by two promissory notes: (i) note A-2-1, with an aggregate outstanding principal balance of $20,000,000 as of the cut-off date, as to which Citi Real Estate Funding Inc. is acting as mortgage loan seller and (ii) note A-4, with an aggregate outstanding principal balance of $20,000,000 as of the cut-off date, as to which Bank of Montreal is acting as mortgage loan seller. |
Ten Largest Mortgage Loans(1)(2)
# | Mortgage Loan Name | Cut-off Date Balance | % of Initial Pool Balance | Property Type | Property Size | Cut-off Date Balance Per SF/Unit/Room | UW NCF | UW | Cut-off Date LTV Ratio(3) |
1 | Yorkshire & Lexington Towers | $60,000,000 | 9.5% | Multifamily | 808 | $393,564 | 3.61x | 11.1% | 33.3% |
2 | Cliffs Hotel and Spa | 50,000,000 | 7.9 | Hospitality | 162 | $308,642 | 3.15x | 17.2% | 47.6% |
3 | 79 Fifth Avenue | 50,000,000 | 7.9 | Office | 345,751 | $694 | 1.61x | 8.4% | 60.8% |
4 | Sunbelt Office Portfolio | 42,955,691 | 6.8 | Office | 485,687 | $88 | 1.51x | 11.0% | 65.6% |
5 | Brighton Towne Square | 40,000,000 | 6.3 | Mixed Use | 247,031 | $162 | 1.54x | 9.8% | 61.2% |
6 | 2550 M Street | 40,000,000 | 6.3 | Office | 207,081 | $419 | 1.87x | 8.8% | 65.5% |
7 | Bell Works | 40,000,000 | 6.3 | Office | 1,371,470 | $153 | 1.68x | 9.4% | 62.6% |
8 | DoubleTree Ontario | 30,000,000 | 4.7 | Hospitality | 482 | $62,241 | 4.72x | 30.1% | 22.6% |
9 | One Wilshire | 23,250,000 | 3.7 | Office | 661,553 | $588 | 3.37x | 9.6% | 42.6% |
10 | ExchangeRight Net Leased Portfolio #55 | 22,340,000 | 3.5 | Retail | 747,953 | $139 | 2.03x | 9.6% | 53.1% |
Top 10 Total / Wtd. Avg. | $398,545,691 | 62.9% | 2.48x | 12.2% | 51.8% | ||||
Remaining Total / Wtd. Avg. | 234,728,289 | 37.1 | 1.97x | 10.9% | 56.0% | ||||
Total / Wtd. Avg. | $633,273,980 | 100.0% | 2.29x | 11.7% | 53.4% |
(1) | See footnotes to table entitled “Mortgage Pool Characteristics” above. |
(2) | With respect to each mortgage loan that is part of a whole loan (as identified under “Collateral Overview—Whole Loan Summary” below), the Cut-off Date Balance Per SF/Unit/Room, UW NCF DSCR, UW NOI Debt Yield and Cut-off Date LTV Ratio are calculated based on both that mortgage loan and any related pari passu companion loan(s), but without regard to any related subordinate companion loan(s) or other indebtedness. |
(3) | With respect to certain of the mortgage loans identified above, the Cut-off Date LTV Ratios have been calculated using “as-stabilized”, “portfolio premium” or similar hypothetical values. Such mortgage loans are identified under the definition of “Appraised Value” set forth under “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
11
COLLATERAL OVERVIEW (continued) |
Whole Loan Summary
Mortgage Loan Name(1) | Mortgage Loan Cut-off Date Balance | Mortgage Loan as Approx. % of Initial Pool Balance | Aggregate Pari Passu Companion Loan Cut-off Date Balance | Aggregate Subordinate Companion Loan Cut-off Date Balance | Whole Loan Cut-off Date Balance | Controlling Pooling/Trust and Servicing Agreement (“Controlling PSA”)(2) | Master Servicer/ Outside Servicer | Special Servicer/ Outside Special Servicer |
Yorkshire & Lexington Towers | $60,000,000 | 9.5% | $258,000,000 | $221,500,000 | $539,500,000 | CGCMT 2022-GC48 | Midland | Rialto |
79 Fifth Avenue | $50,000,000 | 7.9% | $190,000,000 | - | $240,000,000 | CGCMT 2022-GC48 | Midland | Greystone |
2550 M Street | $40,000,000 | 6.3% | $46,800,000 | - | $86,800,000 | Benchmark 2022-B35 | KeyBank | KeyBank |
Bell Works | $40,000,000 | 6.3% | $170,000,000 | - | $210,000,000 | Benchmark 2022-B35 | KeyBank | KeyBank |
One Wilshire | $23,250,000 | 3.7% | $366,000,000 | - | $389,250,000 | Benchmark 2022-B32 | Midland | KeyBank |
ExchangeRight Net Leased Portfolio #55 | $22,340,000 | 3.5% | $81,560,000 | - | $103,900,000 | Benchmark 2022-B35 | KeyBank | KeyBank |
Stockton Self Storage Portfolio | $13,985,622 | 2.2% | $24,974,325 | - | $38,959,947 | (3) | (3) | (3) |
360 Rosemary | $8,000,000 | 1.3% | $77,000,000 | $125,000,000 | $210,000,000 | BMO 2022-C1 | KeyBank | CWCapital |
111 River Street | $8,000,000 | 1.3% | $69,500,000 | $76,250,000 | $153,750,000 | BMO 2022-C1 | KeyBank | CWCapital |
2 Riverfront Plaza | $7,500,000 | 1.2% | $102,500,000 | - | $110,000,000 | BBCMS 2022-C15 | Midland | Rialto |
(1) | Each of the mortgage loans included in the issuing entity that is secured by a mortgaged property or portfolio of mortgaged properties identified in the table above, together with the related companion loan(s) (none of which is included in the issuing entity), is referred to in this Term Sheet as a “whole loan”. See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus. |
(2) | Each whole loan will be serviced under the related Controlling PSA and, in the event the Controlling Note is included in the related securitization transaction, the controlling class representative (or an equivalent entity) under such Controlling PSA will generally be entitled to exercise the rights of the controlling note holder for the subject whole loan. See, however, the chart entitled “Whole Loan Controlling Notes and Non-Controlling Notes” below and “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus for information regarding the party that will be entitled to exercise such rights in the event the Controlling Note is held or deemed to be held by a third party or included in a separate securitization transaction. |
(3) | It is expected that (i) the Stockton Self Storage Portfolio mortgage loan will initially be serviced and administered under CGCMT 2022-GC48 pooling and servicing agreement, and (ii) upon the inclusion of the related controlling pari passu companion loan in a future commercial mortgage securitization transaction, will be serviced and administered pursuant to the servicing agreement governing that future commercial mortgage securitization transaction. |
Mortgage Loans with Existing Mezzanine Debt or Subordinate Debt(1)
Mortgage Loan Name | Mortgage Loan Cut-off Date Balance | Aggregate Pari Passu Companion Loan Cut-off Date Balance | Aggregate Mezzanine Debt Cut-off Date Balance | Aggregate Subordinate Companion Loan Cut-off Date Balance | Cut-off Date Total Debt Balance(2) | Wtd. Avg Cut-off Date Total Debt Interest Rate(2) | Cut-off Date Mortgage Loan LTV(3) | Cut-off Date Total Debt LTV(2) | Cut-off Date Mortgage Loan UW NCF DSCR(3) | Cut-off Date Total Debt UW NCF DSCR(2) | Cut-off Date Mortgage Loan UW NOI Debt Yield(3) | Cut-off Date Total Debt UW NOI Debt Yield(2) |
Yorkshire & Lexington Towers | $60,000,000 | $258,000,000 | $174,500,000 | $221,500,000 | $714,000,000 | 4.07289075641457% | 33.3% | 74.8% | 3.61x | 1.20x | 11.1% | 5.0% |
360 Rosemary | $8,000,000 | $77,000,000 | - | $125,000,000 | $210,000,000 | 3.95000% | 26.6% | 65.8% | 4.35x | 1.76x | 17.8% | 7.2% |
111 River Street | $8,000,000 | $69,500,000 | - | $76,250,000 | $153,750,000 | 3.28000% | 31.8% | 63.0% | 5.08x | 2.56x | 16.9% | 8.5% |
(1) | See footnotes to table entitled “Mortgage Pool Characteristics” above. |
(2) | All “Total Debt” calculations set forth in the table above include any related pari passu companion loan(s), any related subordinate companion loan(s) and any related mezzanine debt. |
(3) | “Cut-off Date Mortgage Loan LTV”, “Cut-off Date Mortgage Loan UW NCF DSCR” and “Cut-off Date Mortgage Loan UW NOI Debt Yield” calculations include any related pari passu companion loan(s) and exclude any related subordinate companion loan(s). |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
12
COLLATERAL OVERVIEW (continued) |
Whole Loan Controlling Notes and Non-Controlling Notes(1)(2)
Mortgaged Property Name | Servicing of Whole Loan | Note Detail | Controlling Note | Current Holder of Unsecuritized Note(3)(4)(5) | Current or Anticipated Holder of Securitized Note(5) | Aggregate Cut-off Date Balance |
Yorkshire & Lexington Towers(6) | Serviced | Notes A-1, A-7, A-10, A-13, A-16 | No | BMO | Not Identified | $87,000,000 |
Notes A-2, A-5, A-8 | No | Starwood Mortgage Funding II LLC | Not Identified | $65,000,000 | ||
Notes A-3, A-6, A-12, A-15, A-18 | No | CREFI | Not Identified | $86,000,000 | ||
Notes A-4, A-9, A-11 | No | — | CGCMT 2022-GC48 | $60,000,000 | ||
Notes A-14, A-17 | No | Starwood Mortgage Funding II LLC | Not Identified | $20,000,000 | ||
Notes B-1, B-2 | Yes | — | CGCMT 2022-GC48 (Loan Specific) | $221,500,000 | ||
79 Fifth Avenue | Serviced | Note A-1-1 | Yes | — | CGCMT 2022-GC48 | $50,000,000 |
Notes A-1-2, A-1-3 | No | CREFI | Not Identified | $46,000,000 | ||
Notes A-2-1, A-2-3-2 | No | — | BANK 2022-BNK42 | $71,000,000 | ||
Notes A-2-2, A-2-3-1 | No | WFB | Not Identified | $25,000,000 | ||
Notes A-3-1, A-3-2, A-3-3 | No | JPMCB | Not Identified | $48,000,000 | ||
2550 M Street | Outside Serviced | Note A-1 | Yes | — | Benchmark 2022-B35 | $46,800,000 |
Note A-2 | No | — | CGCMT 2022-GC48 | $40,000,000 | ||
Bell Works | Outside Serviced | Note A-1 | Yes | — | Benchmark 2022-B35 | $50,000,000 |
Notes A-2-1, A-4 | No | — | CGCMT 2022-GC48 | $40,000,000 | ||
Notes A-2-2, A-3 | No | CREFI | Not Identified | $30,000,000 | ||
Notes A-5, A-6, A-7, A-8 | No | BMO | Not Identified | $50,000,000 | ||
Notes A-9, A-10, A-11 | No | BCREI | Not Identified | $40,000,000 | ||
One Wilshire | Outside Serviced | Note A-1 | Yes | — | Benchmark 2022-B32 | $90,000,000 |
Note A-2 | No | — | Benchmark 2022-B33 | $80,000,000 | ||
Note A-3 | No | — | Benchmark 2022-B34 | $85,000,000 | ||
Note A-4 | No | — | Benchmark 2022-B35 | $111,000,000 | ||
Note A-5 | No | — | CGCMT 2022-GC48 | $23,250,000 | ||
ExchangeRight Net Leased Portfolio #55 | Outside Serviced | Note A-1-A | Yes | — | Benchmark 2022-B35 | $40,000,000 |
Note A-1-B | No | — | CGCMT 2022-GC48 | $22,340,000 | ||
Note A-2 | No | BCREI | Not Identified | $41,560,000 | ||
Stockton Self Storage Portfolio | Outside Serviced | Note A-1 | Yes | Starwood Mortgage Funding III LLC | Not Identified | $24,974,325 |
Note A-2 | No | — | CGCMT 2022-GC48 | $13,985,622 | ||
360 Rosemary(6) | Outside Serviced | Notes A-1, A-2 | No | — | BMO 2022-C1 | $45,000,000 |
Notes A-3, A-4 | No | BMO | Not Identified | $32,000,000 | ||
Note A-5 | No | — | CGCMT 2022-GC48 | $8,000,000 | ||
Note B-1 | No | — | BMO 2022-C1 (Loan Specific) | $100,802,000 | ||
Note C-1 | Yes | Third Party | Not Identified | $24,198,000 | ||
111 River Street(6) | Outside Serviced | Note A-1 | No | — | BMO 2022-C1 | $37,500,000 |
Notes A-2, A-3, A-5 | No | BMO | Not Identified | $32,000,000 | ||
Note A-4 | No | — | CGCMT 2022-GC48 | $8,000,000 | ||
Note B | Yes | — | BMO 2022-C1 (Loan Specific) | $76,250,000 | ||
2 Riverfront Plaza | Outside Serviced | Note A-1 | No | — | BMO 2022-C1 | $37,500,000 |
Note A-2, A-5 | Yes | — | BBCMS 2022-C15 | $50,000,000 | ||
Note A-3 | No | BMO | Not Identified | $15,000,000 | ||
Note A-4 | No | — | CGCMT 2022-GC48 | $7,500,000 | ||
(1) | The holder(s) of one or more specified controlling notes (collectively, the “Controlling Note”) will be the “controlling note holder(s)” (collectively, the “Controlling Note Holder”) entitled (directly or through a representative) to (a) approve or, in some cases, direct material servicing decisions involving the related whole loan(while the remaining such holder(s) generally are only entitled to non-binding consultation rights in such regard), and (b) in some cases, replace the applicable special servicer with respect to such whole loan with or without cause. See “Description of the Mortgage Pool—The Whole Loans” and “The Pooling and Servicing Agreement—Directing Holder” in the Preliminary Prospectus. |
(2) | The holder(s) of the note(s) other than the Controlling Note (each, a “Non-Controlling Note”) will be the “non-controlling note holder(s)” generally entitled (directly or through a representative) to certain non-binding consultation rights with respect to any decisions as to which the holder of the Controlling Note has consent rights involving the related whole loan, subject to certain exceptions, including that in certain cases where the related Controlling Note is a B-note, C-note or other subordinate note, such consultation rights will not be afforded to the holder(s) of the Non-Controlling Notes until after a control trigger event has occurred with respect to either such Controlling Note(s) or certain certificates backed thereby, in each case as set forth in the related co-lender agreement. See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus. |
(3) | Unless otherwise specified, with respect to each whole loan, any related unsecuritized Controlling Note and/or Non-Controlling Note may be further split, modified, combined and/or reissued (prior to its inclusion in a securitization transaction) as one or multiple Controlling Notes or Non-Controlling Notes, as the case may be, subject to the terms of the related co-lender agreement (including that the aggregate principal balance, weighted average interest rate and certain other material terms cannot be changed). In connection with the foregoing, any such split, modified, combined or re-issued Controlling Note or Non-Controlling Note, as the case may be, may be transferred to one or multiple parties (not identified in the table above) prior to its inclusion in a future commercial mortgage securitization transaction. |
(4) | Unless otherwise specified, with respect to each whole loan, each related unsecuritized pari passu companion loan (whether controlling or non-controlling) is expected to be contributed to one or more future commercial mortgage securitization transactions. Under the column “Current or Anticipated Holder of Securitized Note”, (i) the identification of a securitization trust means we have identified an outside securitization (a) that has closed or (b) as to which a preliminary prospectus or final prospectus has been filed with the SEC or (c) as to which a preliminary offering circular or final offering circular has been printed, that, in each such case, has included or is expected to include the subject Controlling Note or Non-Controlling Note, as the case may be, (ii) “Not Identified” means the subject Controlling Note or Non-Controlling Note, as the case may be, has not been securitized and no preliminary prospectus or final prospectus has been filed with the SEC nor has any preliminary offering circular or final offering circular been printed that identifies any future outside securitization that is expected to include the subject Controlling Note or Non-Controlling Note, and (iii) “Not Applicable” means the subject Controlling Note or Non-Controlling Note is not intended to be contributed to a future commercial mortgage securitization transaction. In the case of an outside securitization that has not closed, there is no assurance that such securitization will close. Under the column “Current Holder of Unsecuritized Note”, “—” means the subject Controlling Note or Non-Controlling Note is not an unsecuritized note and is currently held (or is expected to be held) by the securitization trust referenced under the “Current or Anticipated Holder of Securitized Note” column. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
13
COLLATERAL OVERVIEW (continued) |
(5) | Entity names have been abbreviated for presentation. |
”BCREI” means Barclays Capital Real Estate Inc.
”BMO” means Bank of Montreal.
“CREFI” means Citi Real Estate Funding Inc.
“GSBI” means Goldman Sachs Bank USA.
“GSMC” means Goldman Sachs Mortgage Company.
“JPMCB“ means JPMorgan Chase Bank, National Association.
“WFB” means Wells Fargo Bank, National Association.
(6) | The subject whole loan is an AB whole loan or a Pari Passu-AB whole loan, and the Controlling Note as of the date hereof (as identified in the chart above) is a related subordinate note. Upon the occurrence of certain trigger events specified in the related Co-Lender Agreement, however, control will generally shift to a more senior note (or, if applicable, first to one more senior note and, following certain additional trigger events, to another more senior note) in the subject whole loan (each identified in the chart above as a “Control Shift Note”), which more senior note will thereafter be the Controlling Note. See “Description of the Mortgage Pool—The Whole Loans—The Yorkshire & Lexington Towers Pari Passu AB Whole Loan”, “—The 111 River Street Pari Passu-AB Whole Loan” and “—The 360 Rosemary Pari Passu-AB Whole Loan” in the Preliminary Prospectus for more information regarding the manner in which control shifts under each such whole loan. |
Previously Securitized Mortgaged Properties(1)
Mortgaged Property Name | Mortgage Loan Seller | City | State | Property Type | Cut-off Date Balance / Allocated Cut-off Date Balance | % of Initial Pool Balance | Previous Securitization |
Yorkshire Towers | BMO, SMC, CREFI | New York | New York | Multifamily | $51,635,220 | 8.2% | CSAIL 2017-CX10, UBSCM 2017-C5, UBSCM 2017-C6, CCUBS 2017-C1, UBSCM 2018-C8 |
Cliffs Hotel and Spa | GSMC | Pismo Beach | California | Hospitality | $50,000,000 | 7.9% | MSBAM 2012-C6 |
Brighton Towne Square | SMC | Brighton | Michigan | Mixed Use | $40,000,000 | 6.3% | COMM 2013-CR10 |
One Wilshire | GSMC | Los Angeles | California | Office | $23,250,000 | 3.7% | COMM 2013-CR10 |
League City Storage | SMC | League City | Texas | Self Storage | $18,725,000 | 3.0% | BANK 2019-BN20 |
Lexington Towers | BMO, SMC, CREFI | New York | New York | Multifamily | $8,364,780 | 1.3% | CSAIL 2017-CX10, UBSCM 2017-C5, UBSCM 2017-C6, CCUBS 2017-C1, UBSCM 2018-C8 |
2 Riverfront Plaza | BMO | Newark | New Jersey | Office | $7,500,000 | 1.2% | LCCM 2017-LC26 |
Creekside Plaza | GSMC | Shelby | North Carolina | Retail | $6,975,485 | 1.1% | GSMS 2013-GC13 |
Southside Commons | GSMC | Florence | South Carolina | Retail | $5,164,542 | 0.8% | GSMS 2013-GC13 |
Airport Road Self Storage | SMC | Rio Vista | California | Self Storage | $5,128,061 | 0.8% | JPMBB 2015-C28 |
White Horse Commons | GSMC | Greenville | South Carolina | Retail | $4,741,991 | 0.7% | GSMS 2013-GC13 |
Hillview Plaza | GSMC | Greer | South Carolina | Retail | $4,741,991 | 0.7% | GSMS 2013-GC13 |
Southtowne Commons | GSMC | Salisbury | Maryland | Retail | $4,359,679 | 0.7% | WFRBS 2011-C2 |
Piedmont Plaza | GSMC | Gaffney | South Carolina | Retail | $4,359,678 | 0.7% | WFRBS 2013-C11 |
Tidewater Plaza | GSMC | Southport | North Carolina | Retail | $4,215,103 | 0.7% | WFRBS 2013-C11 |
Boiling Springs Centre | GSMC | Boiling Springs | South Carolina | Retail | $4,017,521 | 0.6% | WFRBS 2013-C11 |
Garber’s Crossing | GSMC | Harrisonburg | Virginia | Retail | $3,596,010 | 0.6% | WFRBS 2013-C11 |
Morada Self Storage | SMC | Stockton | California | Self Storage | $2,725,403 | 0.4% | JPMBB 2015-C28 |
Highway 88 Self Storage | SMC | Lockeford | California | Self Storage | $1,828,889 | 0.3% | JPMBB 2015-C28 |
Beckman Road Industrial | SMC | Lodi | California | Industrial | $1,793,028 | 0.3% | JPMBB 2015-C28 |
Highway 99 Self Storage | SMC | Galt | California | Self Storage | $1,506,144 | 0.2% | JPMBB 2015-C28 |
Eight Mile Road Self Storage | SMC | Lodi | California | Self Storage | $1,004,096 | 0.2% | JPMBB 2015-C28 |
(1) | The table above includes mortgaged properties securing mortgage loans for which the most recent prior financing of all or a significant portion of such mortgaged properties was included in a securitization. Information under “Previous Securitization” represents the most recent such securitization with respect to each of those mortgaged properties. The information in the above table is based solely on information provided by the related borrower or obtained through searches of a third-party database, and has not otherwise been confirmed by the mortgage loan sellers. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
14
COLLATERAL OVERVIEW (continued) |
Property Types
Property Type / Detail | Number of Mortgaged Properties | Aggregate Cut-off Date Balance(1) | % of Initial Pool Balance(1) | Wtd. Avg. Underwritten NCF DSCR(2)(3) | Wtd. Avg. Cut-off Date LTV Ratio(2)(3) | Wtd. Avg. Debt Yield on Underwritten NOI(2)(3) | |||||||||||
Office | 12 | $241,555,691 | 38.1 | % | 2.06 | x | 58.1 | % | 10.1 | % | |||||||
CBD | 6 | 135,976,815 | 21.5 | 2.06 | x | 59.2 | % | 10.1 | % | ||||||||
Suburban | 4 | 71,328,876 | 11.3 | 1.68 | x | 62.3 | % | 10.2 | % | ||||||||
CBD/Data Center | 1 | 23,250,000 | 3.7 | 3.37 | x | 42.6 | % | 9.6 | % | ||||||||
Medical | 1 | 11,000,000 | 1.7 | 1.82 | x | 50.2 | % | 9.9 | % | ||||||||
Retail | 48 | $99,082,667 | 15.6 | % | 1.89 | x | 57.6 | % | 10.7 | % | |||||||
Shadow Anchored | 10 | 48,201,470 | 7.6 | 1.84 | x | 62.3 | % | 10.9 | % | ||||||||
Single Tenant | 36 | 40,210,667 | 6.3 | 1.77 | x | 54.3 | % | 9.5 | % | ||||||||
Anchored | 1 | 7,070,530 | 1.1 | 2.85 | x | 43.4 | % | 16.1 | % | ||||||||
Unanchored | 1 | 3,600,000 | 0.6 | 1.91 | x | 59.0 | % | 10.8 | % | ||||||||
Hospitality | 2 | $80,000,000 | 12.6 | % | 3.74 | x | 38.2 | % | 22.0 | % | |||||||
Full Service | 2 | 80,000,000 | 12.6 | 3.74 | x | 38.2 | % | 22.0 | % | ||||||||
Multifamily | 3 | $70,000,000 | 11.1 | % | 3.32 | x | 37.6 | % | 10.6 | % | |||||||
High Rise | 2 | 60,000,000 | 9.5 | 3.61 | x | 33.3 | % | 11.1 | % | ||||||||
Mid Rise | 1 | 10,000,000 | 1.6 | 1.58 | x | 63.3 | % | 7.6 | % | ||||||||
Mixed Use | 4 | $60,450,000 | 9.5 | % | 1.67 | x | 59.5 | % | 10.0 | % | |||||||
Office/Retail | 1 | 40,000,000 | 6.3 | 1.54 | x | 61.2 | % | 9.8 | % | ||||||||
Office/Multifamily | 1 | 13,200,000 | 2.1 | 2.10 | x | 54.1 | % | 10.7 | % | ||||||||
Multifamily/Retail | 2 | 7,250,000 | 1.1 | 1.59 | x | 59.7 | % | 9.5 | % | ||||||||
Self Storage | 7 | $33,647,593 | 5.3 | % | 1.66 | x | 57.2 | % | 9.7 | % | |||||||
Manufactured Housing | 9 | $32,000,000 | 5.1 | % | 1.60 | x | 57.0 | % | 9.9 | % | |||||||
Industrial | 3 | $16,538,028 | 2.6 | % | 1.61 | x | 62.7 | % | 11.6 | % | |||||||
Warehouse/Distribution | 1 | 9,170,000 | 1.4 | 1.58 | x | 70.0 | % | 12.7 | % | ||||||||
Flex | 1 | 5,575,000 | 0.9 | 1.67 | x | 55.2 | % | 10.2 | % | ||||||||
Manufacturing | 1 | 1,793,028 | 0.3 | 1.60 | x | 49.1 | % | 10.7 | % | ||||||||
Total / Wtd. Avg. | 88 | $633,273,980 | 100.0 | % | 2.29 | x | 53.4 | % | 11.7 | % |
(1) | Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property. |
(2) | Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property. |
(3) | See footnotes to the table entitled “Mortgage Pool Characteristics” above. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
15
COLLATERAL OVERVIEW (continued) |
Geographic Distribution
Property Location | Number of Mortgaged Properties | Aggregate Cut-off Date Balance(1) | % of Initial Pool Balance(1) | Aggregate | % of Total | Underwritten | % of Total | ||||||||||||||
New York | 8 | $154,100,000 | 24.3 | % | $1,427,650,000 | 32.0 | % | $59,520,917 | 27.1 | % | |||||||||||
California | 11 | 140,585,622 | 22.2 | 1,271,750,000 | 28.5 | 61,719,969 | 28.1 | ||||||||||||||
New Jersey | 5 | 68,600,000 | 10.8 | 791,600,000 | 17.8 | 45,282,613 | 20.6 | ||||||||||||||
Michigan | 3 | 40,605,051 | 6.4 | 70,385,000 | 1.6 | 4,227,053 | 1.9 | ||||||||||||||
District of Columbia | 1 | 40,000,000 | 6.3 | 132,500,000 | 3.0 | 7,630,397 | 3.5 | ||||||||||||||
Texas | 6 | 31,340,016 | 4.9 | 57,690,000 | 1.3 | 2,982,395 | 1.4 | ||||||||||||||
Georgia | 2 | 25,187,635 | 4.0 | 41,400,000 | 0.9 | 2,776,623 | 1.3 | ||||||||||||||
South Carolina | 5 | 23,025,723 | 3.6 | 34,700,000 | 0.8 | 2,394,080 | 1.1 | ||||||||||||||
Tennessee | 2 | 22,832,019 | 3.6 | 35,000,000 | 0.8 | 2,836,773 | 1.3 | ||||||||||||||
Louisiana | 11 | 18,132,461 | 2.9 | 102,510,000 | 2.3 | 5,079,453 | 2.3 | ||||||||||||||
Florida | 2 | 13,575,000 | 2.1 | 329,100,000 | 7.4 | 15,735,778 | 7.2 | ||||||||||||||
Missouri | 2 | 11,900,000 | 1.9 | 17,120,000 | 0.4 | 1,413,988 | 0.6 | ||||||||||||||
North Carolina | 2 | 11,190,588 | 1.8 | 16,800,000 | 0.4 | 1,131,964 | 0.5 | ||||||||||||||
Pennsylvania | 3 | 10,250,000 | 1.6 | 17,180,000 | 0.4 | 1,057,671 | 0.5 | ||||||||||||||
Illinois | 10 | 5,287,635 | 0.8 | 43,360,000 | 1.0 | 2,361,712 | 1.1 | ||||||||||||||
Maryland | 1 | 4,359,679 | 0.7 | 6,500,000 | 0.1 | 368,995 | 0.2 | ||||||||||||||
Virginia | 2 | 3,791,888 | 0.6 | 7,060,000 | 0.2 | 469,990 | 0.2 | ||||||||||||||
Ohio | 3 | 2,573,899 | 0.4 | 7,675,000 | 0.2 | 403,533 | 0.2 | ||||||||||||||
Wisconsin | 2 | 2,463,635 | 0.4 | 20,200,000 | 0.5 | 1,042,124 | 0.5 | ||||||||||||||
Alabama | 2 | 2,112,517 | 0.3 | 17,530,000 | 0.4 | 877,336 | 0.4 | ||||||||||||||
West Virginia | 1 | 552,372 | 0.1 | 4,550,000 | 0.1 | 236,431 | 0.1 | ||||||||||||||
Kentucky | 1 | 296,505 | 0.0 | 2,480,000 | 0.1 | 112,645 | 0.1 | ||||||||||||||
Maine | 1 | 234,796 | 0.0 | 1,900,000 | 0.0 | 100,079 | 0.0 | ||||||||||||||
Indiana | 1 | 152,875 | 0.0 | 1,220,000 | 0.0 | 66,364 | 0.0 | ||||||||||||||
Delaware | 1 | 124,063 | 0.0 | 1,060,000 | 0.0 | 59,523 | 0.0 | ||||||||||||||
Total | 88 | $633,273,980 | 100.0 | % | $4,458,920,000 | 100.0 | % | $219,888,404 | 100.0 | % |
(1) | Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property. |
(2) | Aggregate Appraised Values and Underwritten NOI reflect the aggregate values without any reduction for the pari passu companion loan(s). |
(3) | For multi-property loans that do not have underwritten cash flow information reported on a property level basis, Underwritten NOI is allocated based on each respective property’s allocated loan amount. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
16
COLLATERAL OVERVIEW (continued) |
Distribution of Cut-off Date Balances | ||||
Range of Cut-off | Number of | Cut-off Date | % of Initial | |
2,020,667 - 9,999,999 | 10 | $63,095,667 | 10.0 | % |
10,000,000 - 19,999,999 | 10 | 129,460,622 | 20.4 | |
20,000,000 - 29,999,999 | 4 | 87,762,000 | 13.9 | |
30,000,000 - 39,999,999 | 1 | 30,000,000 | 4.7 | |
40,000,000 - 49,999,999 | 4 | 162,955,691 | 25.7 | |
50,000,000 - 60,000,000 | 3 | 160,000,000 | 25.3 |
|
Total | 32 | $633,273,980 | 100.0 | % |
Distribution of UW NCF DSCRs(1) | ||||
Range of UW NCF DSCR (x) | Number of | Cut-off Date | % of Initial | |
1.31 - 1.49 | 4 | $33,100,667 | 5.2 | % |
1.50 - 1.99 | 17 | 353,933,313 | 55.9 | |
2.00 - 2.49 | 4 | 53,890,000 | 8.5 | |
2.50 - 2.99 | 1 | 13,100,000 | 2.1 | |
3.00 - 5.08 | 6 | 179,250,000 | 28.3 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnotes (1) and (6) to the table entitled “Mortgage Pool Characteristics” above. | ||||
Distribution of Amortization Types(1)(2) | ||||
Amortization Type | Number of | Cut-off Date | % of Initial | |
Interest Only | 26 | $539,162,000 | 85.1 | % |
Amortizing Balloon | 3 | 58,961,980 | 9.3 | |
Interest Only - ARD | 1 | 23,250,000 | 3.7 | |
Interest Only, Amortizing Balloon | 2 | 11,900,000 | 1.9 | |
Total | 32 | $633,273,980 | 100.0 | % |
(1) All of the mortgage loans will have balloon payments at maturity date or have an anticipated repayment date, as applicable. (2) Original partial interest only periods range from 48 to 60 months. | ||||
Distribution of Lockbox Types | ||||
Lockbox Type | Number of | Cut-off Date | % of Initial | |
Springing | 17 | $287,433,289 | 45.4 | % |
Hard | 11 | 232,640,691 | 36.7 | |
Hard (Commercial); Soft (Multifamily) | 2 | 73,200,000 | 11.6 | |
None | 1 | 30,000,000 | 4.7 | |
Soft | 1 | 10,000,000 | 1.6 |
|
Total | 32 | $633,273,980 | 100.0 | % |
Distribution of Cut-off Date LTV Ratios(1) | ||||
Range of Cut-off | Number of | Cut-off Date | % of Initial | |
22.6 - 29.9 | 2 | $38,000,000 | 6.0 | % |
30.0 - 39.9 | 2 | 68,000,000 | 10.7 | |
40.0 - 49.9 | 4 | 100,335,622 | 15.8 | |
50.0 - 59.9 | 11 | 121,665,000 | 19.2 | |
60.0 - 70.0 | 13 | 305,273,358 | 48.2 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnotes (1) and (5) to the table entitled “Mortgage Pool Characteristics” above. | ||||
Distribution of Maturity Date/ARD LTV Ratios(1) | ||||
Range of Maturity | Number of | Cut-off Date | % of Initial Pool Balance | |
22.6 - 29.9 | 2 | $38,000,000 | 6.0 | % |
30.0 - 39.9 | 2 | 68,000,000 | 10.7 | |
40.0 - 49.9 | 4 | 100,335,622 | 15.8 | |
50.0 - 59.9 | 13 | 166,641,358 | 26.3 | |
60.0 - 65.6 | 11 | 260,297,000 | 41.1 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnotes (1), (3) and (5) to the table entitled “Mortgage Pool Characteristics” above. | ||||
Distribution of Loan Purpose | ||||
Loan Purpose | Number of | Cut-off Date | % of Initial Pool Balance | |
Refinance | 25 | $485,903,980 | 76.7 | % |
Acquisition | 6 | 97,370,000 | 15.4 | |
Recapitalization | 1 | 50,000,000 | 7.9 | |
Total | 32 | $633,273,980 | 100.0 | % |
Distribution of Mortgage Rates | ||||
Range of Mortgage Rates (%) | Number of |
Cut-off Date | % of Initial | |
2.776 - 3.4999 | 3 | $91,250,000 | 14.4 | % |
3.500 - 3.9999 | 1 | 8,000,000 | 1.3 | |
4.000 - 4.4999 | 1 | 7,500,000 | 1.2 | |
4.500 - 4.9999 | 5 | 172,340,000 | 27.2 | |
5.000 - 5.4999 | 12 | 202,166,980 | 31.9 | |
5.500 - 6.3800 | 10 | 152,017,000 | 24.0 |
|
Total | 32 | $633,273,980 | 100.0 | % |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
17
COLLATERAL OVERVIEW (continued) |
Distribution of Debt Yield on Underwritten NOI(1) | ||||
Range of | Number of | Cut-off Date | % of Initial | |
7.6 - 7.9 | 1 | $10,000,000 | 1.6 | % |
8.0 - 8.9 | 3 | 92,020,667 | 14.5 | |
9.0 - 9.9 | 11 | 201,145,000 | 31.8 | |
10.0 - 10.9 | 8 | 98,032,622 | 15.5 | |
11.0 - 11.9 | 3 | 113,805,691 | 18.0 | |
12.0 - 12.9 | 1 | 9,170,000 | 1.4 | |
13.0 - 30.1 | 5 | 109,100,000 | 17.2 | |
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above. | ||||
Distribution of Debt Yield on Underwritten NCF(1) | ||||
Range of | Number of | Cut-off Date | % of Initial | |
7.5 - 7.9 | 1 | $10,000,000 | 1.6 | % |
8.0 - 8.9 | 6 | 152,020,667 | 24.0 | |
9.0 - 9.9 | 12 | 231,847,691 | 36.6 | |
10.0 - 10.9 | 6 | 59,455,622 | 9.4 | |
11.0 - 11.9 | 2 | 70,850,000 | 11.2 | |
12.0 - 25.7 | 5 | 109,100,000 | 17.2 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above. | ||||
Mortgage Loans with Original Partial Interest Only Periods | ||||
Original Partial | Number of | Cut-off Date | % of Initial | |
48 | 1 | $2,730,000 | 0.4 | % |
60 | 1 | $9,170,000 | 1.4 | % |
Distribution of Original Terms to Maturity/ARD(1) | ||||
Original Term to | Number of | Cut-off Date | % of Initial | |
60 | 3 | $98,000,000 | 15.5 | % |
120 | 29 | 535,273,980 | 84.5 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnote (3) to the table entitled “Mortgage Pool Characteristics” above. |
Distribution of Remaining Terms to Maturity/ARD(1) | ||||
Range of | Number of | Cut-off Date | % of Initial | |
56 - 60 | 3 | $98,000,000 | 15.5 | % |
115 - 120 | 29 | 535,273,980 | 84.5 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) See footnote (3) to the table entitled “Mortgage Pool Characteristics” above.
Distribution of Original Amortization Terms(1) | ||||
Original Amortization Term (months) | Number of | Cut-off Date | % of Initial | |
Interest Only | 27 | $562,412,000 | 88.8 | % |
360 | 5 | 70,861,980 | 11.2 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) All of the mortgage loans will have balloon payments at maturity or have an anticipated repayment date, as applicable. | ||||
Distribution of Remaining Amortization Terms(1) | ||||
Range of | Number of | Cut-off Date | % of Initial | |
Interest Only | 27 | $562,412,000 | 88.8 | % |
358 - 360 | 5 | 70,861,980 | 11.2 |
|
Total | 32 | $633,273,980 | 100.0 | % |
(1) All of the mortgage loans will have balloon payments at maturity or have an anticipated repayment date, as applicable. | ||||
Distribution of Prepayment Provisions | ||||
Prepayment Provision | Number of | Cut-off Date | % of Initial | |
Defeasance | 26 | $487,198,980 | 76.9 | % |
Yield Maintenance | 5 | 138,075,000 | 21.8 | |
Yield Maintenance or Defeasance | 1 | 8,000,000 | 1.3 |
|
Total | 32 | $633,273,980 | 100.0 | % |
Distribution of Escrow Types | ||||
Escrow Type | Number of | Cut-off Date | % of Initial | |
Real Estate Tax | 26 | $549,403,313 | 86.8 | % |
Replacement Reserves(1) | 27 | $547,663,313 | 86.5 | % |
TI/LC(2) | 19 | $429,462,691 | 87.7 | % |
Insurance | 18 | $309,686,313 | 48.9 | % |
(1) Includes mortgage loans with FF&E reserves. (2) Percentage of the portion of the Initial Pool Balance secured by office, industrial, retail, self storage (with commercial tenants), mixed use and multifamily (with commercial tenants) properties. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
18
SHORT TERM CERTIFICATE PRINCIPAL PAY DOWN SCHEDULE |
Class A-2 Principal Pay Down(1)(2)
Mortgage Loan Name | Property Type | Cut-off Date | % of Initial | Remaining | Underwritten | Debt Yield on | Cut-off Date |
Yorkshire & Lexington Towers | Multifamily | $60,000,000 | 9.5% | 60 | 3.61x | 11.1% | 33.3% |
DoubleTree Ontario | Hospitality | $30,000,000 | 4.7% | 59 | 4.72x | 30.1% | 22.6% |
111 River Street | Office | $8,000,000 | 1.3% | 56 | 5.08x | 16.9% | 31.8% |
(1) | The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-2 certificates assuming no prepayments prior to the maturity date or any anticipated repayment date, as applicable, for any mortgage loan and applying the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in the Preliminary Prospectus, including the assumptions that (i) no mortgage loan in the pool experiences prepayments prior to its stated maturity date or anticipated repayment date, as applicable, or defaults or losses; (ii) there are no extensions of the maturity date of any mortgage loan in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date or, if applicable, anticipated repayment date. Each class of Certificates, including the Class A-2 certificates, and the Uncertificated VRR Interest evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account any subordinate debt (whether or not secured by the mortgaged property) that currently exists or is allowed under the terms of any mortgage loan. See Annex A to the Preliminary Prospectus. See the footnotes to the table entitled “Mortgage Pool Characteristics” above. |
(2) | See footnotes to the table entitled “Mortgage Pool Characteristics” above. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Allocation Between
Combined VRR Interest
and Non-Vertically
Retained Certificates | The aggregate amount available for distribution to holders of the Non-Vertically Retained Certificates and the Combined VRR Interest on each distribution date will be: (i) the gross amount of interest, principal, yield maintenance charges and prepayment premiums collected with respect to the mortgage loans in the applicable one-month collection period, net of specified expenses of the issuing entity, including fees payable therefrom to, and losses, liabilities, advances (with interest thereon), costs and expenses reimbursable or indemnifiable therefrom to, the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer and CREFC®; (ii) allocated to amounts available for distribution to the holders of the Combined VRR Interest, on the one hand, and amounts available for distribution to the holders of the Non-Vertically Retained Certificates (exclusive of the Class R certificates), on the other hand; and (iii) exclusive of amounts paid or advanced on the trust subordinate companion loan. On each distribution date, the portion of such aggregate available funds allocable to: (a) the Combined VRR Interest will be the product of such aggregate available funds multiplied by the Vertically Retained Percentage; and (b) the Non-Vertically Retained Certificates (exclusive of the Class R certificates) will at all times be the product of such aggregate available funds multiplied by the Non-Vertically Retained Percentage. See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus. |
The “Vertically Retained Percentage” is a fraction, expressed as a percentage, the numerator of which is the initial principal balance of the Combined VRR Interest, and the denominator of which is the sum of (x) the aggregate initial certificate balance of all classes of Non-Vertically Retained Principal Balance Certificates and (y) the initial principal balance of the Combined VRR Interest.
The “Non-Vertically Retained Percentage” is the difference between 100% and the Vertically Retained Percentage.
Distributions | On each Distribution Date, funds available for distribution to holders of the Non-Vertically Retained Certificates (exclusive of any portion thereof that represents the Non-Vertically Retained Percentage of (i) any yield maintenance charges and prepayment premiums collected on the mortgage loans and/or (ii) any excess interest accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date) (“Non-Vertically Retained Available Funds”) will be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds): |
1. | Class A-1, A-2, A-4, A-5, A-SB, X-A, X-B, X-D, X-F,X-G and X-H certificates: to interest on the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H certificates, up to, and pro rata in accordance with, their respective interest entitlements. |
2. | Class A-1, A-2, A-4, A-5 and A-SB certificates: to the extent of Non-Vertically Retained Available Funds allocable to principal received or advanced on the mortgage loans, (i) to principal on the Class A-SB certificates until their certificate balance is reduced to the Class A-SB scheduled principal balance set forth in Annex F to the Preliminary Prospectus for the relevant Distribution Date, then (ii) to principal on the Class A-1 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-SB certificates in clause (i) above, then (iii) to principal on the Class A-2 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-1 certificates in clause (ii) above, then (iv) to principal on the Class A-4 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-2 certificates in clause (iii) above, then (v) to principal on the Class A-5 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-4 certificates in clause (iv) above, and then (vi) to principal on the Class A-SB certificates until their certificate balance is reduced to zero, all funds available for distribution of principal remaining after the distributions to the Class A-5 certificates in clause (v) above. However, if the certificate balances of each and every class of the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates have been reduced to zero as a result of the allocation of mortgage loan losses and other unanticipated expenses to those certificates, then Non-Vertically Retained Available Funds allocable to principal will be distributed to the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB certificates, pro rata, based on their respective certificate balances (and the schedule for the Class A-SB principal distributions will be disregarded). |
3. | Class A-1, A-2, A-4, A-5 and A-SB certificates: to reimburse the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB certificates, pro rata, for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balances of those classes, together with interest at their respective pass-through rates. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
4. | Class A-S certificates: (i) first, to interest on the Class A-S certificates in the amount of their interest entitlement; (ii) next, to the extent of Non-Vertically Retained Available Funds allocable to principal remaining after distributions in respect of principal to each class of Non-Vertically Retained Principal Balance Certificates with a higher principal payment priority (in this case, the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB certificates), to principal on the Class A-S certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class A-S certificates for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balance of that class, together with interest at its pass-through rate. |
Distributions
(continued) | 5. | Class B certificates: (i) first, to interest on the Class B certificates in the amount of their interest entitlement; (ii) next, to the extent of Non-Vertically Retained Available Funds allocable to principal remaining after distributions in respect of principal to each class of Non-Vertically Retained Principal Balance Certificates with a higher principal payment priority (in this case, the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB and Class A-S certificates), to principal on the Class B certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse Class B certificates for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balance of that class, together with interest at its pass-through rate. |
6. | Class C certificates: (i) first, to interest on the Class C certificates in the amount of their interest entitlement; (ii) next, to the extent of Non-Vertically Retained Available Funds allocable to principal remaining after distributions in respect of principal to each class of Non-Vertically Retained Principal Balance Certificates with a higher principal payment priority (in this case, the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S and Class B certificates), to principal on the Class C certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class C certificates for any unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate balance of that class, together with interest at its pass-through rate. |
7. | After the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class A-S, Class B and Class C certificates are paid all amounts to which they are entitled on such Distribution Date, the remaining Non-Vertically Retained Available Funds will be used to pay interest and principal and to reimburse (with interest at the related pass-through rate) any unreimbursed losses to the Class D, Class E, Class F, Class G and Class H certificates, sequentially in that order and with respect to each such class in a manner analogous to the Class C certificates pursuant to clause 6 above. |
No class of Certificates will be entitled to distributions from amounts paid or advanced on and allocable to the trust subordinate companion loan, and such amounts will not be included in the Non-Vertically Retained Available Funds.
The Holders of the Loan-Specific Certificates will only be entitled to distributions from amounts paid or advanced on and allocated to the trust subordinate companion loan in accordance with the co-lender agreement relating to the Yorkshire & Lexington Towers whole loan (also referred to as the “trust subordinate companion whole loan”).
Realized Losses | The certificate balances of the respective classes of Non-Vertically Retained Principal Balance Certificates will each be reduced without distribution on any Distribution Date as a write-off to the extent of any loss realized on the mortgage loans allocated to the related class on such Distribution Date. On each Distribution Date, the Non-Vertically Retained Percentage of any such losses will be applied to the respective classes of Non-Vertically Retained Principal Balance Certificates in the following order, in each case until the related certificate balance is reduced to zero: first, to the Class H certificates; second, to the Class G certificates; third, to the Class F certificates; fourth, to the Class E certificates; fifth, to the Class D certificates; sixth, to the Class C certificates; seventh, to the Class B certificates; eighth, to the Class A-S certificates; and, finally pro rata, to the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB certificates, based on their then current respective certificate balances. The notional amount of each class of Class X Certificates will be reduced to reflect reductions in the certificate balance(s) of the class (or classes, as applicable) of Corresponding Principal Balance Certificates as a result of allocations of losses realized on the mortgage loans to such class(es) of Principal Balance Certificates. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Prepayment Premiums
and Yield Maintenance
Charges | On each Distribution Date, until the notional amounts of the Class X-A, Class X-B and Class X-D certificates and the certificate balances of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, the Non-Vertically Retained Percentage of each yield maintenance charge collected on the mortgage loans during the related one-month collection period (or, in the case of an outside serviced mortgage loan, that accompanied a principal prepayment included in the aggregate available funds for such Distribution Date) is required to be distributed to holders of the Non-Vertically Retained Regular Certificates (excluding holders of the Class X-F, Class X-G, Class X-H, Class F, Class G and Class H certificates) as follows: (a) first the Non-Vertically Retained Percentage of such yield maintenance charge will be allocated between (i) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A and Class A-S certificates, (ii) the group (the “YM Group BC”) of the Class X-B, Class B and Class C certificates and (iii) the group (the “YM Group DE” and, together with the YM Group A and the YM Group BC, the “YM Groups”) of the Class X-D, Class D and Class E certificates, pro rata, based upon the aggregate amount of principal distributed to the class or classes of Non-Vertically Retained Principal Balance Certificates in each YM Group on such Distribution Date, and (b) then the portion of such yield maintenance charge allocated to each YM Group will be further allocated as among the classes of Non-Vertically Retained Regular Certificates in such YM Group, in the following manner: (i) each class of Non-Vertically Retained Principal Balance Certificates in such YM Group will entitle the applicable certificateholders to receive on the applicable Distribution Date that portion of such yield maintenance charge equal to the product of (X) a fraction whose numerator is the amount of principal distributed to such class of Non-Vertically Retained Principal Balance Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Non-Vertically Retained Principal Balance Certificates in that YM Group on such Distribution Date, (Y) the Base Interest Fraction (as defined in the Preliminary Prospectus) for the related principal prepayment and such class of Non-Vertically Retained Principal Balance Certificates, and (Z) the portion of such yield maintenance charge allocated to such YM Group, and (ii) the portion of such yield maintenance charge allocated to such YM Group and remaining after such distributions with respect to the Non-Vertically Retained Principal Balance Certificates in such YM Group will be distributed to the class of Class X Certificates in such YM Group. If there is more than one class of Non-Vertically Retained Principal Balance Certificates in any YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable to such classes, the portion of such yield maintenance charges allocated to such YM Group will be allocated among all such classes of Non-Vertically Retained Principal Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the prior sentence of this paragraph. |
If a prepayment premium (calculated as a percentage of the amount prepaid) is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for mortgage loans that require payment at the greater of a yield maintenance charge or a minimum amount equal to a fixed percentage of the principal balance of the mortgage loan or, for mortgage loans that only have a prepayment premium based on a fixed percentage of the principal balance of the mortgage loan, such other discount rate as may be specified in the related loan documents.
After the notional amounts of the Class X-A, Class X-B and Class X-D certificates and the certificate balances of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, the Non-Vertically Retained Percentage of all prepayment premiums and yield maintenance charges with respect to the mortgage loans will be allocated among the holders of the Class F, Class G and Class H certificates as provided in the CGCMT 2022-GC48 pooling and servicing agreement. No yield maintenance charges or prepayment premiums will be distributed to the holders of the Class X-F, Class X-G, Class X-H, Class S and Class R certificates. For a description of prepayment premiums and yield maintenance charges required on the mortgage loans, see Annex A to the Preliminary Prospectus. See also “Certain Legal Aspects of the Mortgage Loans—Default Interest and Limitations on Prepayments” in the Preliminary Prospectus.
Any yield maintenance charges or prepayment premiums payable in respect of the trust subordinate companion loan will be distributed to holders of the Loan-Specific Certificates.
Advances | The master servicer and, if it fails to do so, the trustee, will be obligated to make P&I advances with respect to each mortgage loan and the trust subordinate companion loan in the issuing entity and, with respect to all of the mortgage loans and the trust subordinate companion loan serviced under the CGCMT 2022-GC48 pooling and servicing agreement, servicing advances, including paying delinquent property taxes, condominium assessments, insurance premiums and ground lease rents, but only to the extent that those advances are not deemed non-recoverable from collections on the related mortgage loan and/or the trust subordinate companion loan and, in the case of servicing advances, any other related companion loans as described below. P&I advances are subject to reduction in connection with any appraisal reductions that may occur. The special servicer will have no obligation to make any advances, provided that, in an urgent or emergency situation requiring the making of a property protection advance, the special servicer may, in its sole discretion, make a property protection advance and will be entitled to reimbursement from the master servicer for such advance. The master servicer, the special servicer and the trustee will each be entitled to receive interest on advances they make at the prime rate, compounded annually (and, solely with respect to the master servicer, subject to a floor rate of 2.0% per annum). |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Serviced Mortgage
Loans/Outside Serviced
Mortgage Loans | One or more whole loans may each constitute an “outside serviced whole loan”, in which case (as identified under “Collateral Overview—Whole Loan Summary” above), the CGCMT 2022-GC48 pooling and servicing agreement is not the Controlling PSA, and each related mortgage loan constitutes an “outside serviced mortgage loan,” each related companion loan constitutes an “outside serviced companion loan,” and each related Controlling PSA constitutes an “outside servicing agreement.” |
One or more whole loans may be identified in the Preliminary Prospectus as a “servicing shift whole loan”, in which case the related mortgage loan constitutes a “servicing shift mortgage loan” and each related companion loan constitutes a “servicing shift companion loan”. Any servicing shift whole loan will initially be serviced pursuant to the CGCMT 2022-GC48 pooling and servicing agreement during which time such mortgage loan, such whole loan and each related companion loan will be a serviced mortgage loan, a serviced whole loan and a serviced companion loan (each as defined below), respectively. However, upon the inclusion of the related controlling pari passu companion loan in a future securitization transaction, the servicing of such mortgage loan will shift to the servicing agreement governing such securitization transaction, and such mortgage loan, such whole loan and each related companion loan will be an outside serviced mortgage loan, an outside serviced whole loan and an outside serviced companion loan, respectively.
All of the mortgage loans transferred to the issuing entity (other than any outside serviced mortgage loan) are sometimes referred to in this Term Sheet as the “serviced mortgage loans” and, together with any related companion loans, as the “serviced loans” (which signifies that they are being serviced by the master servicer and the special servicer under the CGCMT 2022-GC48 pooling and servicing agreement); each related whole loan constitutes a “serviced whole loan”; and each related companion loan constitutes a “serviced companion loan.” See “Description of the Mortgage Pool—The Whole Loan” in the Preliminary Prospectus.
Appraisal Reduction
Amounts | An Appraisal Reduction Amount generally will be created with respect to a required appraisal loan (which is a serviced loan as to which certain defaults, modifications or insolvency events have occurred (as further described in the Preliminary Prospectus)) in the amount, if any, by which the principal balance of such required appraisal loan, plus other amounts overdue or advanced in connection with such required appraisal loan, exceeds 90% of the appraised value of the related mortgaged property (subject to certain downward adjustments permitted under the CGCMT 2022-GC48 pooling and servicing agreement) plus certain escrows and reserves (including letters of credit) held with respect to such required appraisal loan; provided that, if so provided in the related co-lender agreement, the holder of a subordinate companion loan may be permitted to post cash or a letter of credit to offset some or all of an Appraisal Reduction Amount. In the case of an outside serviced mortgage loan, any Appraisal Reduction Amounts will be calculated pursuant to, and by a party to, the related outside servicing agreement. In general, any Appraisal Reduction Amount calculated with respect to a whole loan will be allocated first, to any related subordinate companion loan(s) (including, if applicable, the trust subordinate companion loan) (up to the outstanding principal balance(s) thereof), and then, to the related mortgage loan and any related pari passu companion loan(s) on a pro rata basis in accordance with their respective outstanding principal balances. As a result of an Appraisal Reduction Amount being calculated for and/or allocated to a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which (to the extent of the Non-Vertically Retained Percentage of the reduction in such P&I advance) will have the effect of reducing the amount of interest available to the most subordinate class(es) of Non-Vertically Retained Regular Certificates then outstanding (i.e., first, to the Class H certificates, then, to the Class G certificates, then, to the Class F certificates, then, to the Class E certificates, then, to the Class D certificates, then, to the Class C certificates, then, to the Class B certificates, then, to the Class A-S certificates, and then, pro rata based on interest entitlements, to the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H certificates). In general, a serviced loan will cease to be a required appraisal loan, and no longer be subject to an Appraisal Reduction Amount, when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such serviced loan to be a required appraisal loan. |
For purposes of determining the identity of the Controlling Class and the existence of a Control Termination Event, as well as the allocation and/or exercise of voting rights for certain purposes, the Vertically Retained Percentage of any Appraisal Reduction Amounts in respect of or allocated to the mortgage loans will be allocated to notionally reduce the principal balance of the Combined VRR Interest, and the Non-Vertically Retained Percentage of any Appraisal Reduction Amounts in respect of or allocated to the mortgage loans will be allocated to notionally reduce the certificate balances of the Non-Vertically Retained Principal Balance Certificates as follows: first, to the Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-S certificates, in that order, in each case until the related certificate balance is notionally reduced to zero; and then to the Class A-1, Class A-2, Class A-4, Class A-5 and Class A-SB certificates, pro rata based on certificate balance.
For various purposes under the CGCMT 2022-GC48 pooling and servicing agreement, any Appraisal Reduction Amount allocated to the trust subordinate companion loan will be allocated to notionally reduce the certificate balances of the Loan-Specific Principal Balance Certificates.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Cumulative Appraisal
Reduction Amounts | A “Cumulative Appraisal Reduction Amount”, as of any date of determination, is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loans, any Collateral Deficiency Amounts then in effect. |
“Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the stated principal balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum of (in the case of a whole loan, solely to the extent allocable to the subject mortgage loan or, if applicable, the trust subordinate companion loan) (x) the most recent appraised value for the related mortgaged property or mortgaged properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan or the trust subordinate companion loan, as applicable, became (and as part of the modification related to) such AB Modified Loan for the benefit of the related mortgaged property or mortgaged properties (provided, that in the case of an outside serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. For purposes of determining the identity of the Controlling Class and the existence of a Control Termination Event, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts will be allocable to the respective classes of Control Eligible Certificates (as defined below), in reverse alphabetical order of class designation, in a manner similar to the allocation of Appraisal Reduction Amounts to such classes.
“AB Modified Loan” means any mortgage loan or trust subordinate companion loan (1) that became a corrected loan (which includes for purposes of this definition any outside serviced mortgage loan that became a “corrected” mortgage loan (or any term substantially similar thereto) pursuant to the related outside servicing agreement) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the trust or the original unmodified mortgage loan or the original unmodified trust subordinate companion loan and (2) as to which an Appraisal Reduction Amount is not in effect.
Age of Appraisals | Appraisals (which can be an update of a prior appraisal) with respect to a serviced loan are required to be no older than 9 months for purposes of determining appraisal reductions (other than the annual re-appraisal), market value, and other calculations as described in the Preliminary Prospectus. |
Sale of Defaulted Loans | There will be no “Fair Market Value Purchase Option”. Instead defaulted mortgage loans and the trust subordinate companion loan will be sold in a process similar to the sale process for REO property. With respect to an outside serviced whole loan, the party acting as special servicer with respect to such outside serviced whole loan pursuant to the related outside servicing agreement (the “outside special servicer”) may offer to sell to any person (or may offer to purchase) for cash such outside serviced whole loan in accordance with the terms of the related outside servicing agreement during such time as such outside serviced whole loan constitutes a defaulted mortgage loan qualifying for sale thereunder and, in connection with any such sale, the related outside special servicer is required to sell both the applicable outside serviced mortgage loan and the related outside serviced pari passu companion loan(s) and, if so provided in the related co-lender agreement or the Controlling PSA, any related subordinate companion loan(s), together as one defaulted loan. |
Directing Holder | The “Directing Holder” with respect to any mortgage loan or whole loan serviced under the CGCMT 2022-GC48 pooling and servicing agreement will be: |
● | except (i) with respect to an excluded mortgage loan, (ii) with respect to a serviced whole loan that includes a trust subordinate companion loan (sometimes referred to in this prospectus as a “trust subordinate companion whole loan”) prior to a related control appraisal period, (iii) with respect to a serviced whole loan as to which the Controlling Note is held outside the issuing entity (sometimes referred to in this prospectus as a “serviced outside controlled whole loan”), and (iv) during any period that a control termination event has occurred and is continuing, the Controlling Class Representative; |
● | with respect to any serviced outside controlled whole loan (which may include a servicing shift whole loan or a serviced whole loan with a controlling subordinate companion loan held outside the issuing entity), if and for so long as the applicable companion loan holder is entitled under the related co-lender agreement to exercise consent rights similar to those entitled to be exercised by the controlling class representative, the holder of the related controlling note (during any such period, the “outside controlling note holder”), and |
● | with respect to a trust subordinate companion whole loan (i) for so long as no related control appraisal period exists or is deemed to exist with respect to such trust subordinate companion whole loan, the Loan-Specific Controlling Class Representative (if and for so long as it is entitled to act as directing holder) and (ii) for so long as a related control appraisal period exists or is deemed to exist with respect to such trust subordinate companion whole loan and a control termination event has not occurred and is continuing, the Controlling Class Representative. |
provided, that with respect to any serviced whole loan, the rights of the directing holder will be subject to and may be limited by the terms and provisions of any related co-lender agreement.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
The applicable directing holder (or equivalent party) with respect to any outside serviced mortgage loan will be, in general, (i) in the event the related Controlling Note is included in the subject outside securitization transaction, the controlling class representative (or equivalent entity) under the related outside servicing agreement, and (ii) in all other cases, the third party holder of the related Controlling Note or its representative (which may be a controlling class representative (or equivalent entity) under a separate securitization transaction to which such note has been transferred (if any)), as provided in the related co-lender agreement.
An “excluded mortgage loan” is, if the Controlling Class Representative is the directing holder with respect to such mortgage loan, a mortgage loan or the related whole loan with respect to which the Controlling Class Representative or the holder(s) of more than 50% of the Controlling Class (by certificate balance) is (or are) a Borrower Party (as defined in the Preliminary Prospectus).
Controlling Class
Representative and
Loan-Specific Controlling
Class Representative | The “Controlling Class Representative” will be the controlling class certificateholder or other representative designated by at least a majority of the controlling class certificateholders by certificate balance. The “Controlling Class” is, as of any time of determination, the most subordinate class of the Control Eligible Certificates that has an outstanding certificate balance, as notionally reduced by any Cumulative Appraisal Reduction Amount allocable to such class, at least equal to 25% of the initial certificate balance of that class of certificates; provided, however, that (except under the circumstances set forth in the next proviso) if no such class meets the preceding requirement, then the Class F certificates will be the controlling class; provided, further, however, that if, at any time, the aggregate outstanding certificate balance of the classes of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amounts), then the “Controlling Class” will be the most subordinate class of Control Eligible Certificates with an outstanding certificate balance greater than zero (without regard to the allocation of any Cumulative Appraisal Reduction Amounts). The “Control Eligible Certificates” consist of the Class F, Class G and Class H certificates. See “The Pooling and Servicing Agreement—Directing Holder” in the Preliminary Prospectus. No other class of certificates will be eligible to act as the controlling class or appoint a Controlling Class Representative. No person may exercise any of the rights and powers of the Controlling Class Representative with respect to an excluded mortgage loan. |
On the Closing Date, LD III Sub IX, LLC, a Delaware limited liability company, or its affiliate, is expected to (i) purchase the Class X-F, Class X-G, Class X-H, Class F, Class G and Class H certificates and also receive the Class S Certificates, and (ii) to appoint itself or an affiliate as the initial Controlling Class Representative. LD III Sub IX, LLC is owned by LD III Holding Company, LLC which is advised by Prime Finance Advisor, L.P.
The “Loan-Specific Controlling Class Representative” will be the Loan-Specific Controlling Class certificateholder or other representative selected by holders of at least a majority of the Loan-Specific Controlling Class by certificate balance. The “Loan-Specific Controlling Class” is, as of any time of determination, the Class YLRR certificates.
Control Termination
Event | A “Control Termination Event” will: (1) with respect to any mortgage loan (other than the trust subordinate companion whole loan) either (a) occur when none of the classes of the Control Eligible Certificates has an outstanding certificate balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such class) that is at least equal to 25% of the initial certificate balance of that class of certificates or (b) be deemed to occur as described below; provided, however, that a Control Termination Event will in no event exist at any time that the certificate balance of each class of the Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates (without regard to the allocation of Cumulative Appraisal Reduction Amounts) has been reduced to zero; and (2) with respect to the trust subordinate companion whole loan, be determined in accordance with clause (1) of this definition, but only if a related control appraisal period exists. With respect to excluded mortgage loans as to which the Controlling Class Representative would otherwise be the Directing Holder, a Control Termination Event will be deemed to exist. |
The holders of Certificates representing the majority of the certificate balance of the most senior class of Control Eligible Certificates whose certificate balance is notionally reduced to less than 25% of the initial certificate balance of that class as a result of an allocation of an Appraisal Reduction Amount or a Collateral Deficiency Amount, as applicable, to such class will have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination or a Collateral Deficiency Amount determination, as applicable, and, at their sole expense, obtain a second appraisal for any serviced loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount, under the circumstances described in the Preliminary Prospectus.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Consultation
Termination Event | A “Consultation Termination Event” will: (1) with respect to any mortgage loan (other than the trust subordinate companion whole loan) either (a) occur when none of the classes of Control Eligible Certificates has an outstanding certificate balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater than 25% of the initial certificate balance of that class of certificates or (b) be deemed to occur as described below; provided, however, that a Consultation Termination Event will in no event exist at any time that the certificate balance of each class of Non-Vertically Retained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts) has been reduced to zero; and (2) with respect to the trust subordinate companion whole loan, be determined in accordance with clause (1) of this definition but only if a related control appraisal period exists. With respect to excluded mortgage loans as to which the Controlling Class Representative would otherwise be the Directing Holder, a Consultation Termination Event will be deemed to exist. |
Control/Consultation
Rights | With respect to any serviced loan, the applicable Directing Holder, if any, will be entitled to have consent and/or consultation rights under the CGCMT 2022-GC48 pooling and servicing agreement with respect to certain major decisions (including with respect to assumptions, waivers, certain loan modifications and workouts) and other matters with respect to such serviced loan. |
After the occurrence and during the continuance of a Control Termination Event, the consent rights of the Controlling Class Representative with respect to the applicable serviced loans will terminate, and the Controlling Class Representative will retain non-binding consultation rights under the CGCMT 2022-GC48 pooling and servicing agreement with respect to certain major decisions and other matters with respect to the serviced mortgage loans, other than (i) any excluded mortgage loan, (ii) unless a related control appraisal period exists or is deemed to exist, the trust subordinate companion whole loan, and (iii) any serviced outside controlled whole loan.
After the occurrence and during the continuance of a Consultation Termination Event, all of these rights of the Controlling Class Representative with respect to the applicable serviced loans will terminate.
After the occurrence and during the continuance of a Yorkshire & Lexington Towers Control Termination Event, the consent rights of the Loan-Specific Controlling Class Representative with respect to the trust subordinate companion whole loan will terminate, and the Loan Specific Controlling Class Representative will retain non-binding consultation rights under the CGCMT 2022-GC48 pooling and servicing agreement with respect to certain major decisions and other matters with respect to the trust subordinate companion whole loan. A “Yorkshire & Lexington Towers Control Termination Event” will, with respect to the Loan-Specific Certificates, (a) occur when the Loan-Specific Controlling Class does not have a certificate balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts then allocable to such class) that is at least equal to 25% of the initial certificate balance of that class of Loan-Specific Certificates, and (b) be deemed to occur as described in the co-lender agreement for the trust subordinate companion whole loan. After the occurrence and during the continuance of a Yorkshire & Lexington Towers Consultation Termination Event, all of these rights of the Loan-Specific Controlling Class Representative with respect to the trust subordinate companion whole loan will terminate. A “Yorkshire & Lexington Towers Consultation Termination Event” will either (a) occur when the Loan-Specific Controlling Class does not have a certificate balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is at least equal to 25% of the initial certificate balance of that class of Loan-Specific Certificates or (b) be deemed to occur if a control appraisal period is deemed to occur with respect to the trust subordinate companion loan under the related co-lender agreement.
In any event, after the occurrence and during the continuance of a related control appraisal period, the control, consent and consultation rights of the Loan-Specific Controlling Class Representative with respect to the trust subordinate companion whole loan will terminate.
With respect to any serviced outside controlled whole loan (including any servicing shift whole loan for so long as it is serviced under the CGCMT 2022-GC48 pooling and servicing agreement), the holder of the related Controlling Note or its representative (which holder or representative will not be the Controlling Class Representative) will instead be entitled to exercise the above-described consent and consultation rights, to the extent provided under the related co-lender agreement.
With respect to each outside serviced whole loan, the applicable outside controlling class representative or other related controlling noteholder pursuant to, and subject to the limitations set forth in, the related outside servicing agreement and the related co-lender agreement will have consent, consultation, approval and direction rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding such outside serviced whole loan, as provided for in the related co-lender agreement and in the related outside servicing agreement. To the extent permitted under the related co-lender agreement, the Controlling Class Representative (so long as a Consultation Termination Event does not exist) may have certain consultation rights with respect to each outside serviced whole loan.
See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Risk Retention
Consultation Parties | The “risk retention consultation parties”, with respect to any serviced mortgage loan or, if applicable, serviced whole loan will be: (i) the party selected by Citi Real Estate Funding Inc., and (ii) the party selected by Goldman Sachs Bank USA. Each risk retention consultation party will have certain non-binding consultation rights in certain circumstances, (i) for so long as no Consultation Termination Event is continuing, with respect to any specially serviced loan (other than any outside serviced mortgage loan), and (ii) during the continuance of a Consultation Termination Event, with respect to any mortgage loan (other than any outside serviced mortgage loan), as further described in the Preliminary Prospectus. Notwithstanding the foregoing, none of the risk retention consultation parties will have any consultation rights with respect to any mortgage loan that is an excluded RRCP mortgage loan with respect to such party. Citi Real Estate Funding Inc. and Goldman Sachs Mortgage Company are expected to be appointed as the initial risk retention consultation parties. |
With respect to any risk retention consultation party, an “excluded RRCP mortgage loan” is a mortgage loan or whole loan with respect to which such risk retention consultation party, or the person(s) entitled to appoint such risk retention consultation party, is a Borrower Party.
Termination of
Special Servicer | At any time, the special servicer (but not any outside special servicer for any outside serviced whole loan) may be removed and replaced by the applicable Directing Holder, if any, with or without cause upon satisfaction of certain conditions specified in the CGCMT 2022-GC48 pooling and servicing agreement. |
Except in the case of a serviced outside controlled whole loan, and solely if a Control Termination Event has occurred and is continuing, the special servicer under the CGCMT 2022-GC48 pooling and servicing agreement may be terminated and replaced pursuant to a vote of applicable certificateholders, with or without cause, in accordance with the procedures described under “The Pooling and Servicing Agreement—Removal of the Special Servicer by Certificateholders Following a Control Termination Event” in the Preliminary Prospectus, upon the affirmative vote of (a) the holders of Regular Certificates (and in the case of the trust subordinate companion whole loan, in the aggregate together with the Loan-Specific Certificates) evidencing at least 66-2/3% of the voting rights allocable to the Regular Certificates (and such Loan-Specific Certificates, if applicable) of those holders that voted on such matter (provided that holders representing the applicable Certificateholder Quorum vote on the matter) or (b) the holders of Non-Reduced Certificates and, if the trust subordinate companion whole loan is involved, Non-Reduced Loan-Specific Certificates entitled to vote on the matter evidencing more than 50% of the voting rights allocable to each class of such Non-Reduced Certificates and/or Non-Reduced Loan-Specific Certificates, as applicable; and, further, with respect to the trust subordinate companion whole loan, solely if a related control appraisal period and a Control Termination Event that relates to the trust subordinate companion loan has occurred and is continuing.
If a Consultation Termination Event has occurred and is continuing at any time, the special servicer under the CGCMT 2022-GC48 pooling and servicing agreement may be terminated and replaced with respect to all the serviced loans (other than the trust subordinate companion whole loan), if (i) the operating advisor (A) determines, in its sole discretion exercised in good faith, that the special servicer has failed to comply with the Servicing Standard and a replacement of the special servicer would be in the best interest of the holders of the Certificates and the Uncertificated VRR Interest owners (as a collective whole), and (B) recommends the replacement of the special servicer with respect to such serviced loans, and (ii) the holders of Certificates evidencing at least a majority of the aggregate outstanding principal balance of the Certificates of those holders that voted on the matter (provided that holders representing the applicable Certificateholder Quorum vote on the matter) affirmatively vote to remove the special servicer in such capacity in accordance with the procedures set forth under “The Pooling and Servicing Agreement—Removal of the Special Servicer by Certificateholders Based on the Recommendation of the Operating Advisor” in the Preliminary Prospectus.
If a Consultation Termination Event has occurred and is continuing at any time, the special servicer under the CGCMT 2022-GC48 pooling and servicing agreement may be terminated and replaced with respect to the trust subordinate companion whole loan, if (i) the operating advisor (A) determines, in its sole discretion exercised in good faith, that the special servicer has failed to comply with the Servicing Standard and a replacement of the special servicer would be in the best interest of the holders of the Certificates, the holders of the Loan-Specific Certificates and the Uncertificated VRR Interest owners (as a collective whole), and (B) recommends the replacement of the special servicer with respect to trust subordinate companion whole loan, and (ii) the holders of Certificates and/or Loan-Specific Certificates evidencing at least a majority of the aggregate outstanding principal balance of the Certificates and Loan-Specific Certificates of those holders that voted on the matter (provided that holders representing the applicable Certificateholder Quorum vote on the matter) affirmatively vote to remove the special servicer in such capacity in accordance with the procedures set forth under “The Pooling and Servicing Agreement—Removal of the Special Servicer by Certificateholders Based on the Recommendation of the Operating Advisor” in the Preliminary Prospectus.
Solely if a Yorkshire & Lexington Towers Control Termination Event has occurred and is continuing and provided that a related control appraisal period is not in effect, the special servicer under the CGCMT 2022-GC48 pooling and servicing agreement may be terminated and replaced with respect to the trust subordinate companion whole loan pursuant to a vote of applicable holders of the Loan-Specific Certificates, with or without cause, in accordance with the procedures described under “Description of the Mortgage Pool—The Trust Subordinate Companion Loans—Removal of the Special Servicer Following a Yorkshire & Lexington Towers Control Termination Event” in the Preliminary Prospectus.
At any time, the special servicer under the CGCMT 2022-GC48 pooling and servicing agreement may be terminated and replaced with respect to the trust subordinate companion whole loan if (i) the operating advisor (A) determines, in
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
its sole discretion exercised in good faith, that the special servicer has failed to comply with the Servicing Standard and a replacement of the special servicer would be in the best interest of the holders of the Loan-Specific Certificates (as a collective whole), and (B) recommends the replacement of the special servicer with respect to the trust subordinate companion whole loan and (ii) the holders of the Loan-Specific Certificates with certificate balances (the “Loan-Specific Principal Balance Certificates”) evidencing at least a majority of the aggregate outstanding principal balance of the Loan-Specific Principal Balance Certificates of those holders that voted on the matter (provided that holders representing the applicable Certificateholder Quorum vote on the matter) affirmatively vote to remove the Special Servicer in such capacity in accordance with the procedures set forth under “The Pooling and Servicing Agreement—Removal of the Special Servicer by Certificateholders Based on the Recommendation of the Operating Advisor” in the Preliminary Prospectus.
“Non-Reduced Certificates” means each class of Principal Balance Certificates that has an outstanding certificate balance as may be notionally reduced by any Appraisal Reduction Amounts allocated to that class, equal to or greater than 25% of an amount equal to the initial certificate balance of that class of certificates minus all principal payments made on such class of certificates.
“Non-Reduced Loan-Specific Certificates” means, as of any date of determination, with respect to the Loan-Specific Principal Balance Certificates, any class of Loan-Specific Principal Balance Certificates then outstanding for which (a) (1) the initial certificate balance of such class minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the holders of such class, (y) any Appraisal Reduction Amounts allocated to such class as of the date of determination and (z) any realized losses previously allocated to such class, is equal to or greater than (b) 25% of the remainder of (i) the initial certificate balance of such class less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the holders of such class.
Notwithstanding the foregoing, but subject to the discussion in the next paragraph, solely with respect to a serviced outside controlled whole loan (including any servicing shift whole loan, for so long as it is serviced pursuant to the CGCMT 2022-GC48 pooling and servicing agreement), only the holder of the related Controlling Note or its representative may terminate the special servicer without cause (solely with respect to the related whole loan) and appoint a replacement special servicer for that whole loan.
“Certificateholder Quorum” means a quorum that:
(1) | with respect to the Certificates and the related Loan-Specific Certificates, for purposes of a vote to terminate and replace the special servicer for the trust subordinate companion whole loan at the request of the holders of certificates evidencing not less than 25% of the voting rights allocable to the Certificates (other than the Class S Certificates) and the Loan-Specific Certificates (without regard to the application of any Appraisal Reduction Amounts), consists of the holders of Certificates and/or Loan-Specific Certificates evidencing at least 50% of the voting rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the certificate balances of the respective classes of applicable Principal Balance Certificates and Loan-Specific Principal Balance Certificates) of all of the Certificates (other than the Class S Certificates) and the Loan-Specific Certificates, on an aggregate basis; |
(2) | with respect to the Certificates, (a) for purposes of a vote to terminate and replace the special servicer (other than with respect to the trust subordinate companion whole loan) or the asset representations reviewer at the request of the holders of Certificates evidencing not less than 25% of the pooled voting rights (without regard to the application of any Appraisal Reduction Amounts), consists of the holders of Certificates evidencing at least 50% of the pooled voting rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the certificate balances of the respective classes of Principal Balance Certificates) of all of the Certificates (other than the Class S Certificates), on an aggregate basis; and (b) for purposes of a vote to terminate and replace the special servicer (other than with respect to the trust subordinate companion whole loan) based on a recommendation of the operating advisor, consists of the holders of Principal Balance Certificates evidencing at least 20% of the pooled voting rights (taking into account the application of Appraisal Reduction Amounts to notionally reduce certificate balances) of all Principal Balance Certificates on an aggregate basis; |
(3) | with respect to the Certificates and the Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer with respect to the trust subordinate companion whole loan based on a recommendation of the operating advisor, consists of the holders of Certificates and Loan-Specific Certificates evidencing at least 20% of the voting rights (taking into account the application of Appraisal Reduction Amounts to notionally reduce certificate balances) of all Principal Balance Certificates and Loan-Specific Principal Balance Certificates on an aggregate basis; and |
(4) | with respect to the Loan-Specific Certificates, for purposes of a vote to terminate and replace the special servicer with respect to the trust subordinate companion whole loan based on a recommendation of the operating advisor, consists of the holders of related Loan-Specific Certificates evidencing at least 20% of the aggregate of the outstanding principal balances of all such Loan-Specific Certificates, with such quorum including at least three (3) holders or beneficial owners of such Loan-Specific Certificates that are not Risk Retention Affiliated with each other. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
The related outside special servicer under each outside servicing agreement generally may be (or, if the applicable outside servicing agreement has not yet been executed, it is anticipated that such outside special servicer may be) replaced by the related outside controlling class representative (or an equivalent party), or the vote of the requisite holders of certificates issued, under the applicable outside servicing agreement (depending on whether or not the equivalent of a control termination event or a consultation termination event exists under that outside servicing agreement) or by any applicable other controlling noteholder under the related co-lender agreement in a manner generally similar to the manner in which the special servicer may be replaced under the CGCMT 2022-GC48 pooling and servicing agreement as described above in this “Termination of Special Servicer” section (although there will be differences, in particular as regards certificateholder votes and the timing of when an outside special servicer may be terminated based on the recommendation of an operating advisor).
If the special servicer, to its knowledge, becomes a Borrower Party with respect to a mortgage loan, the special servicer will not be permitted to act as special servicer with respect to that mortgage loan. Subject to certain limitations described in the Preliminary Prospectus, any applicable Directing Holder will be entitled to appoint a replacement special servicer for that mortgage loan. If there is no applicable Directing Holder or if the applicable Directing Holder does not take action to appoint a replacement special servicer within the requisite time period, a replacement special servicer will be appointed in the manner specified in the CGCMT 2022-GC48 pooling and servicing agreement.
Voting Rights | At all times during the term of the CGCMT 2022-GC48 pooling and servicing agreement, the voting rights for the Certificates and the Loan-Specific Certificates will be allocated among the respective classes of holders thereof in the following percentages: |
(1) | 1% in the aggregate in the case of the respective classes of the Class X Certificates and any classes of interest-only Loan-Specific Certificates, allocated pro rata based upon their respective notional amounts as of the date of determination (but only for so long as the notional amount of at least one class of the Class X Certificates or interest-only Loan-Specific Certificates is greater than zero), and |
(2) | in the case of any class of Principal Balance Certificates or Loan-Specific Principal Balance Certificates, a percentage equal to the product of 99% (or, if the notional amounts of all classes of the Class X Certificates and any classes of interest-only Loan-Specific Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the certificate balance of such class of Principal Balance Certificates or Loan-Specific Principal Balance Certificates, as applicable, as of the date of determination, and the denominator of which is equal to the aggregate of the certificate balances of all classes of the Principal Balance Certificates and Loan-Specific Principal Balance Certificates, in each case, as of the date of determination, |
provided, that in certain circumstances described under “The Pooling and Servicing Agreement” in the Preliminary Prospectus, pooled voting rights will only be exercisable by holders of the Non-Reduced Certificates and/or Non-Reduced Loan-Specific Certificates and/or may otherwise be exercisable or allocated in a manner that takes into account the allocation of Appraisal Reduction Amounts.
At all times during the term of the CGCMT 2022-GC48 pooling and servicing agreement, the voting rights for the Certificates (i.e., pooled voting rights) will be allocated among the respective classes of holders thereof in the following percentages:
(1) | 1% in the aggregate in the case of the respective classes of the Class X Certificates, allocated pro rata based upon their respective notional amounts as of the date of determination (for so long as the notional amount of at least one class of the Class X Certificates is greater than zero), and |
(2) | in the case of any class of Principal Balance Certificates, a percentage equal to the product of 99% (or, if the notional amounts of all classes of the Class X Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the certificate balance of such class of Principal Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate of the certificate balances of all classes of the Principal Balance Certificates, in each case, as of the date of determination, |
provided, that in certain circumstances described under “The Pooling and Servicing Agreement” in the Preliminary Prospectus, voting rights will only be exercisable by holders of the Non-Reduced Certificates and/or may otherwise be exercisable or allocated in a manner that takes into account the allocation of Appraisal Reduction Amounts.
The voting rights or, if applicable, pooled voting rights of any class of Certificates or Loan-Specific Certificates, as applicable, are required to be allocated among certificateholders of such class in proportion to their respective percentage interests.
The Class S certificates, the Class R certificates and the Uncertificated VRR Interest will not be entitled to any voting rights.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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STRUCTURAL OVERVIEW (continued) |
Servicing
Compensation | Modification Fees: Certain fees resulting from modifications, amendments, waivers or other changes to the terms of the loan documents, as more fully described in the Preliminary Prospectus, will be used to offset expenses on the related serviced mortgage loan (i.e. reimburse the trust for certain expenses, including unreimbursed advances and interest on unreimbursed advances previously incurred (other than special servicing fees, workout fees and liquidation fees) on the related serviced mortgage loan but not yet reimbursed to the trust or servicers or to pay expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding in each case unless as part of the written modification the related borrower is required to pay these amounts on a going forward basis or in the future). Any excess modification fees not so applied to offset expenses will be available as compensation to the master servicer and/or special servicer. Within any prior 12-month period, all such excess modification fees earned by the master servicer or by the special servicer (after taking into account the offset described below applied during such 12-month period) with respect to any serviced mortgage loan will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such mortgage loan after giving effect to such transaction and (ii) $25,000. |
All excess modification fees earned by the special servicer will be required to offset any future workout fees or liquidation fees payable with respect to the related serviced mortgage loan or related REO property; provided, that if the serviced mortgage loan ceases being a corrected loan, and is subject to a subsequent modification, any excess modification fees earned by the special servicer prior to such serviced mortgage loan ceasing to be a corrected loan will no longer be offset against future liquidation fees and workout fees unless such serviced mortgage loan ceased to be a corrected loan within 18 months of it becoming a modified mortgage loan.
Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred with respect to the related mortgage loan (including special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or the special servicer or to pay certain expenses (including special servicing fees, workout fees and liquidation fees) that are still outstanding on the related mortgage loan, and any excess received with respect to a serviced loan will be paid to the master servicer (for penalty fees accrued while a non-specially serviced loan) and the special servicer (for penalty fees accrued while a specially serviced loan). To the extent any amounts reimbursed out of penalty charges are subsequently recovered on a related serviced loan, they will be paid to the master servicer or special servicer who would have been entitled to the related penalty charges that were previously used to reimburse such expense.
Liquidation / Workout Fees: Liquidation fees will be calculated at the lesser of (a) 1.0% or (b) with respect to any serviced mortgage loan (or related serviced whole loan, if applicable) or related REO Property, such lesser rate as would result in a liquidation fee of $1,000,000, for each serviced loan that is a specially serviced loan and any REO property, subject in any case to a minimum liquidation fee of $25,000. For any serviced loan that is a corrected loan, workout fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a workout fee of $1,000,000 when applied to each expected payment of principal and interest (other than (i) default interest and (ii) any “excess interest” accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date) on the related serviced loan (or related serviced whole loan, if applicable) from the date such serviced loan becomes a corrected loan through and including the then related maturity date, subject in any case to a minimum workout fee of $25,000.
Notwithstanding the foregoing, in connection with a maturity default, no liquidation or workout fee will be payable in connection with a payoff or refinancing of the related serviced loan within 90 days of the maturity default, but the special servicer may collect and retain appropriate fees from the related borrower in connection with the subject liquidation or workout.
In the case of an outside serviced whole loan, calculation of the foregoing amounts payable to the related outside servicer or outside special servicer may be different than as described above. For example, the extent to which modification fees and penalty fees are applied to offset expenses may be different and liquidation fees and workout fees may be subject to different caps or no caps.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
30
STRUCTURAL OVERVIEW (continued) |
Operating Advisor | The operating advisor will, in general and under certain circumstances described in the Preliminary Prospectus, have the following rights and responsibilities with respect to the serviced mortgage loans: |
● | after the occurrence and during the continuance of a Control Termination Event, reviewing the actions of the special servicer with respect to specially serviced loans and with respect to certain major decisions regarding non-specially serviced loans as to which the operating advisor has consultation rights; |
● | reviewing reports provided by the special servicer to the extent set forth in the CGCMT 2022-GC48 pooling and servicing agreement; |
● | reviewing for accuracy certain calculations made by the special servicer; |
● | after the occurrence and during the continuance of a Control Termination Event, under certain conditions described in the CGCMT 2022-GC48 pooling and servicing agreement, issuing an annual report generally setting forth, among other things, its assessment of whether the special servicer is performing its duties in compliance with the servicing standard and the CGCMT 2022-GC48 pooling and servicing agreement and identifying any material deviations therefrom; |
● | after the occurrence and during the continuance of a Consultation Termination Event, recommending the replacement of the special servicer if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the special servicer has failed to comply with the servicing standard and (2) a replacement of the special servicer would be in the best interest of the holders of the Certificates and the owners of the Uncertificated VRR Interest (as a collective whole); and |
● | after the occurrence and during the continuance of a Control Termination Event, consulting on a non-binding basis with the special servicer with respect to certain major decisions (and such other matters as are set forth in the CGCMT 2022-GC48 pooling and servicing agreement) in respect of the applicable serviced mortgage loan(s) and/or related companion loan(s). |
However, see “The Pooling and Servicing Agreement—Operating Advisor” in the Preliminary Prospectus for a discussion of the foregoing rights and responsibilities of the operating advisor with respect to the trust subordinate companion loan.
Notwithstanding the foregoing, the operating advisor will generally have no obligations or consultation rights as operating advisor under the CGCMT 2022-GC48 pooling and servicing agreement with respect to any outside serviced mortgage loan or any related REO property.
The operating advisor will be subject to termination and replacement if the holders of at least 15% of the voting rights of Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates vote to terminate and replace the operating advisor and such termination and replacement is affirmatively voted for by the holders of more than 50% of the voting rights allocable to the Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates of those holders that exercise their right to vote (provided that holders entitled to exercise at least 50% of the voting rights allocable to the Non-Reduced Certificates and Non-Reduced Loan-Specific Certificates exercise their right to vote within 180 days of the initial request for a vote). The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
See “The Pooling and Servicing Agreement—Operating Advisor” in the Preliminary Prospectus.
Asset Representations
Reviewer | The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans. An asset review will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 30% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO mortgage loans) held by the issuing entity as of the end of the applicable collection period are at least 60 days delinquent in respect of their related monthly payments or balloon payment, if any (for purposes of this paragraph, “delinquent loans”) or (2) at least 15 mortgage loans are delinquent loans as of the end of the applicable collection period and the aggregate outstanding principal balance of such delinquent loans constitutes at least 20% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO mortgage loans) held by the issuing entity as of the end of the applicable collection period. |
The asset representations reviewer may be terminated and replaced without cause. Upon (i) the written direction of holders of the Certificates (other than the Class R and the Class S certificates) evidencing not less than 25% of the voting rights requesting a vote to terminate and replace the asset representations reviewer with a proposed successor asset representations reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice of such request to all certificateholders and the asset representations reviewer by posting such notice on its internet website, and by mailing such notice to all certificateholders and the asset representations reviewer. Upon the affirmative vote of the holders of Certificates evidencing at least 75% of the pooled voting rights allocable to those holders that exercise their right to vote (provided that holders representing the applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote), the trustee will be required to terminate all of the rights and obligations of the
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
31
STRUCTURAL OVERVIEW (continued) |
asset representations reviewer under the CGCMT 2022-GC48 pooling and servicing agreement by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed. See “The Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.
Dispute Resolution
Provisions | The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the CGCMT 2022-GC48 pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result. |
Generally, in the event that a Repurchase Request (as defined in the Preliminary Prospectus) with respect to a mortgage loan is not “Resolved” (as defined below) within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the “Initial Requesting Certificateholder” (if any) indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other holder or beneficial owner of Certificates (other than a holder of Class VRR certificates) wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other holder or beneficial owner of Certificates (other than a holder of Class VRR certificates) does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other holder or owner of Certificates may deliver a written notice to the enforcing servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In addition, any other holder or beneficial owner of Certificates may deliver, within the time frame provided in the CGCMT 2022-GC48 pooling and servicing agreement, a written notice requesting the right to participate in any dispute resolution consultation that is conducted by the enforcing servicer following the enforcing servicer’s receipt of the notice described in the preceding sentence.
“Resolved” means, with respect to a Repurchase Request in connection with a mortgage loan, (i) that any material breach of representations and warranties or a material document defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a “loss of value payment”, (v) a contractually binding agreement has been entered into between the enforcing servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the CGCMT 2022-GC48 pooling and servicing agreement. See “The Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.
Liquidated Loan Waterfall | Upon liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan (but not any related companion loan) will be applied (after allocation to offset certain advances and expenses) so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any delinquent interest that was not advanced as a result of Appraisal Reduction Amounts or interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. After the adjusted interest amount is so allocated, any remaining liquidation proceeds will be allocated to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining liquidation proceeds will then be allocated to pay delinquent interest that was not advanced as a result of Appraisal Reduction Amounts and any interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. |
Credit Risk Retention | This securitization transaction will be subject to the credit risk retention rules of Section 15G of the Securities Exchange Act of 1934, as amended. An economic interest in the credit risk of the mortgage loans in this securitization transaction is expected to be retained pursuant to risk retention regulations (as codified at 12 CFR Part 43) promulgated under Section 15G (“Regulation RR”), as an “eligible vertical interest” in the form of the Combined VRR Interest. Citi Real Estate Funding Inc. will act as retaining sponsor under Regulation RR for this securitization transaction and is expected, on the Closing Date, to partially satisfy its risk retention obligation through the acquisition by Goldman Sachs Bank USA (as an originator) (or a “majority-owned affiliate” (as defined in Regulation RR) thereof) of a portion of the Combined VRR Interest. For a further discussion of the manner in which the credit risk retention requirements are expected to be satisfied by Citi Real Estate Funding Inc., as retaining sponsor for this securitization transaction, see “Credit Risk Retention” in the Preliminary Prospectus. |
The Combined VRR
Interest Prepayment
Premiums and Yield
Maintenance Charges. | On each Distribution Date, the Vertically Retained Percentage of each yield maintenance charge and prepayment premium collected on the mortgage loans during the related collection period (or, in the case of an outside serviced mortgage loan, that accompanied a principal prepayment included in the aggregate available funds for such Distribution Date) will be required to be distributed to the holders of the Combined VRR Interest. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
32
STRUCTURAL OVERVIEW (continued) |
Appraisal Reduction
Amounts | On each Distribution Date, the Vertically Retained Percentage of any Appraisal Reduction Amounts will be allocated to the Combined VRR Interest to notionally reduce (to not less than zero) the principal balance thereof. |
Investor Communications | The certificate administrator is required to include on any Form 10–D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the CGCMT 2022-GC48 pooling and servicing agreement. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the CGCMT 2022-GC48 pooling and servicing agreement will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator. |
Deal Website | The certificate administrator will maintain a deal website including, but not limited to: |
—all special notices delivered.
—summaries of final asset status reports.
—all appraisals in connection with an appraisal reduction plus any subsequent appraisal updates.
—an “Investor Q&A Forum” and a voluntary investor registry.
Cleanup Call | On any Distribution Date on which the aggregate unpaid principal balance of the mortgage loans and the trust subordinate companion loan (including mortgage loans as to which the related mortgaged properties have become REO properties) remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans and the trust subordinate companion loan as of the Cut-off Date (excluding for the purposes of this calculation, the unpaid principal balance of the One Wilshire mortgage loan, but only if the option described above is exercised after the Distribution Date in June 2032), certain specified persons will have the option to purchase all of the remaining mortgage loans and the trust subordinate companion loan (and all property acquired through exercise of remedies in respect of any mortgage loan or the trust subordinate companion loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the issuing entity and retire the then outstanding certificates and the Uncertificated VRR Interest. |
If the aggregate certificate balances of the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E certificates and the notional amounts of the Class X-A, Class X-B and Class X-D certificates have been reduced to zero and if the master servicer has received from the remaining certificateholders the payment specified in the CGCMT 2022-GC48 pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding Certificates (excluding the Class S and Class R certificates) and Loan-Specific Certificates and the Uncertificated VRR Interest for the mortgage loans and any trust subordinate companion loan remaining in the issuing entity, as further described under “The Pooling and Servicing Agreement—Optional Termination; Optional Mortgage Loan Purchase” in the Preliminary Prospectus.
The Offered Certificates involve certain risks and may not be suitable for all investors. For information regarding certain risks associated with an investment in the Offered Certificates, see “Summary of Risk Factors” and “Risk Factors” in the Preliminary Prospectus. Capitalized terms used but not otherwise defined in this Term Sheet have the respective meanings assigned to those terms in the Preliminary Prospectus.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
33
loan #1: Yorkshire & Lexington Towers
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
34
loan #1: Yorkshire & Lexington Towers
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
35
loan #1: Yorkshire & Lexington Towers
Mortgaged Property Information | Mortgage Loan Information | |||||||||||||
Number of Mortgaged Properties | 2 | Loan Seller(3) | BMO, SMC, CREFI | |||||||||||
Location (City / State) | New York, New York | Cut-off Date Balance(4) | $60,000,000 | |||||||||||
Property Type | Multifamily | Cut-off Date Balance per Unit(2) | $393,564.36 | |||||||||||
Size (Units) | 808 | Percentage of Initial Pool Balance | 9.5% | |||||||||||
Total Occupancy as of 3/1/2022 | 96.4% | Number of Related Mortgage Loans | None | |||||||||||
Owned Occupancy as of 3/1/2022 | 96.4% | Type of Security | Fee | |||||||||||
Year Built / Latest Renovation | Various / Various | Mortgage Rate | 3.04000% | |||||||||||
Appraised Value | $954,000,000 | Original Term to Maturity (Months) | 60 | |||||||||||
Appraisal Date | 1/20/2022 | Original Amortization Term (Months) | NAP | |||||||||||
Borrower Sponsors | Meyer Chetrit and The Gluck Family Trust | Original Interest Only Period (Months) | 60 | |||||||||||
U/A/D July 16, 2009 | First Payment Date | 7/6/2022 | ||||||||||||
Property Management | Jumeaux Management LLC | Maturity Date | 6/6/2027 | |||||||||||
Underwritten Revenues | $51,394,888 | |||||||||||||
Underwritten Expenses | $16,019,126 | Escrows(5) | ||||||||||||
Underwritten Net Operating Income (NOI)(1) | $35,375,762 | Upfront | Monthly | |||||||||||
Underwritten Net Cash Flow (NCF)(1) | $35,375,762 | Taxes | $5,390,917 | $898,486 | ||||||||||
Cut-off Date LTV Ratio(2) | 33.3% | Insurance | $367,868 | Springing | ||||||||||
Maturity Date LTV Ratio(2) | 33.3% | Replacement Reserves | $1,100,000 | $0 | ||||||||||
DSCR Based on Underwritten NOI / NCF(1)(2) | 3.61x / 3.61x | TI / LC | $1,000,000 | $0 | ||||||||||
Debt Yield Based on Underwritten NOI / NCF(1)(2) | 11.1% / 11.1% | Other(6) | $12,400,000 | Springing | ||||||||||
Sources and Uses | ||||||||||||||
Sources | $ | % | Uses | $ | % | |||||||||
Senior Loan Amount | $318,000,000 | 44.5% | Loan Payoff | $545,268,671 | 76.4% | |||||||||
Subordinate Loan Amount | 221,500,000 | 31.0 | Closing Costs | 93,214,219 | 13.1 | |||||||||
Mezzanine Loan Amount | 174,500,000 | 24.4 | Principal Equity Distribution | 55,258,325 | 7.7 | |||||||||
Reserves | 20,258,785 | 2.8 | ||||||||||||
Total Sources | $714,000,000 | 100.0% | Total Uses | $714,000,000 | 100.0% | |||||||||
(1) | The Underwritten NOI and Underwritten NCF includes disbursements from a Supplemental Income Reserve (as defined below) of $5,226,004. See “Escrows” section below. |
(2) | Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the Yorkshire & Lexington Towers Senior Loan (as defined below). The Yorkshire & Lexington Towers Senior Loan Underwritten DSCR Based on Underwritten NOI / NCF excluding credit for the upfront Supplemental Income Reserve are 3.08x and 3.08x, respectively. The Yorkshire & Lexington Towers Senior Loan Underwritten Debt Yield Based on Underwritten NOI / NCF excluding credit for the upfront Supplemental Income Reserve are 9.5% and 9.5%, respectively. For additional information regarding the loan-to-value ratio, debt service coverage ratio and debt yield based on the Yorkshire & Lexington Towers Whole Loan (as defined below) and the Yorkshire & Lexington Towers Total Debt (as defined below), see “Current Mezzanine Indebtedness” below. |
(3) | The Yorkshire & Lexington Towers Mortgage Loan (as defined below) was co-originated by Bank of Montreal, SMC and CREFI. See “—The Mortgage Loan” below. |
(4) | The Yorkshire & Lexington Towers Mortgage Loan is part of the Yorkshire & Lexington Towers Whole Loan which is comprised of eighteen senior pari passu promissory notes and two junior pari passu promissory notes with an aggregate original balance of $539,500,000. See “—The Mortgage Loan” below. |
(5) | See “Escrows” section below. |
(6) | Upfront other reserves include a $6,500,000 unit upgrade reserve and a $5,900,000 Supplemental Income Reserve. See “Escrows” section below. |
■ | The Mortgage Loan. The mortgage loan (the “Yorkshire & Lexington Towers Mortgage Loan”) is part of a whole loan (the “Yorkshire & Lexington Towers Whole Loan”) evidenced by twenty notes comprising (i) eighteen senior pari passu notes (collectively the “Yorkshire & Lexington Towers Senior Pari Passu Notes”, and the portion of the Yorkshire & Lexington Towers Whole Loan evidenced by eighteen senior pari passu notes, the “Yorkshire & Lexington Towers Senior Loan”) with an aggregate outstanding principal balance as of the Cut-off Date of $318,000,000, and (ii) two junior notes (the “Yorkshire & Lexington Towers Trust Subordinate Companion Notes”, and the portion of the Whole Loan evidenced by such two junior notes, “Yorkshire & Lexington Towers Trust Subordinate Companion Loan”) with an aggregate outstanding principal balance as of the Cut-off Date of $221,500,000. The Yorkshire & Lexington Towers Trust Subordinate Companion Notes are subordinate to the Yorkshire & Lexington Towers Senior Pari Passu Notes as and to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Yorkshire & Lexington Towers Pari-Passu AB Whole Loan” in the Preliminary Prospectus. The aggregate outstanding principal balance as of the Cut-off Date of the Yorkshire & Lexington Towers Whole Loan is $539,500,000. The Yorkshire & Lexington Towers Whole Loan is secured by a first mortgage encumbering the borrowers’ fee simple interest in two multifamily properties totaling 808 units located in New York City (collectively, the “Yorkshire & Lexington Towers Properties”). The Yorkshire & Lexington Towers Senior Loan was originated by Bank of Montreal (“BMO”), Starwood Mortgage Capital LLC (“SMC”), and Citi Real Estate Funding Inc. (“CREFI”) on May 12, 2022, and the Yorkshire & Lexington Towers Trust Subordinate Companion Loan was originated by BMO and CREFI on May 12, 2022. The Yorkshire & Lexington Towers Whole Loan has an interest rate of 3.04000% per annum. The proceeds of the Yorkshire & Lexington Towers Whole Loan were used to refinance the Yorkshire & Lexington Towers Properties, fund upfront reserves, pay origination costs and return equity to the borrower sponsors. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
36
loan #1: Yorkshire & Lexington Towers
The Yorkshire & Lexington Towers Whole Loan had an initial term of 60 months and has a remaining term of 60 months as of the Cut-off Date. The Yorkshire & Lexington Towers Whole Loan requires payments of interest only for the entire term of the Yorkshire & Lexington Towers Whole Loan. The stated maturity date of the Yorkshire & Lexington Towers Whole Loan is the payment date in June 2027. Defeasance of the Yorkshire & Lexington Towers Whole Loan is permitted at any time after the date that is earlier of (i) July 6, 2025 and (ii) the date that is two years from the closing date of the securitization that includes the last note to be securitized.
Only the Yorkshire & Lexington Towers Mortgage Loan will be included in the mortgage pool for the CGCMT 2022-GC48 securitization trust, representing approximately 9.5% of the Initial Pool Balance. The Yorkshire & Lexington Towers Subordinate Companion Loan will be contributed to the CGCMT 2022-GC48 securitization trust, but will not be included in the mortgage pool. Payments allocated to the Yorkshire & Lexington Towers Subordinate Companion Loan will be paid only to the holders of the Yorkshire & Lexington Towers loan-specific certificates as described in “Description of the Mortgage Pool—The Whole Loans—The Yorkshire & Lexington Towers Pari-Passu AB Whole Loan” in the Preliminary Prospectus.
The Yorkshire & Lexington Towers Mortgage Loan is evidenced by three Yorkshire & Lexington Towers Senior Pari Passu Notes designated as Note A-4, Note A-9 and Note A-11 with an aggregate outstanding principal balance as of the Cut-off Date of $60,000,000. The remaining Yorkshire & Lexington Towers Senior Pari Passu Notes are currently held by BMO, SMC and CREFI and are expected to be contributed to one or more other securitization trusts. Prior to the occurrence of a “control appraisal period” with respect to the Yorkshire & Lexington Towers Whole Loan, the holder of the Yorkshire & Lexington Towers Trust Subordinate Companion Note designated as Note B-1 (i.e., the CGCMT 2022-GC48 securitization trust, which rights will be exercisable by the designated class of holders of the series of loan-specific certificates that will be backed by the Yorkshire & Lexington Towers Trust Subordinate Companion Loan) will be the controlling noteholder. Following the occurrence and during the continuance of such “control appraisal period” with respect to the Yorkshire & Lexington Towers Trust Whole Loan, the holder of the Yorkshire & Lexington Towers Senior Pari Passu Note designated as Note A-4 (i.e., the CGCMT 2022-GC48 securitization trust, which rights will be exercisable by the controlling class representative for the CGCMT 2022-GC48 pooled mortgage loans securitization transaction) will be the controlling noteholder. See “Description of the Mortgage Pool—The Whole Loans—The Yorkshire & Lexington Towers Pari-Passu AB Whole Loan” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
37
loan #1: Yorkshire & Lexington Towers
The table below summarizes the promissory notes that comprise the Yorkshire & Lexington Towers Whole Loan. The relationship between the holders of the Yorkshire & Lexington Towers Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool— The Whole Loans—The Yorkshire & Lexington Towers Pari-Passu AB Whole Loan” in the Preliminary Prospectus.
Whole Loan Summary | ||||||||
Note | Original Balance | Cut-off Date Balance | Note Holder(s)/Securitization Trust | Controlling Piece | ||||
A-1(1) | $25,000,000 | $25,000,000 | BMO | No | ||||
A-2(1) | 25,000,000 | 25,000,000 | Starwood Mortgage Funding II LLC | No | ||||
A-3(1) | 25,000,000 | 25,000,000 | CREFI | No | ||||
A-4(2) | 20,000,000 | 20,000,000 | CGCMT 2022-GC48 | No | ||||
A-5(1) | 20,000,000 | 20,000,000 | Starwood Mortgage Funding II LLC | No | ||||
A-6(1) | 20,000,000 | 20,000,000 | CREFI | No | ||||
A-7(1) | 20,000,000 | 20,000,000 | BMO | No | ||||
A-8(1) | 20,000,000 | 20,000,000 | Starwood Mortgage Funding II LLC | No | ||||
A-9 | 20,000,000 | 20,000,000 | CGCMT 2022-GC48 | No | ||||
A-10(1) | 20,000,000 | 20,000,000 | BMO | No | ||||
A-11 | 20,000,000 | 20,000,000 | CGCMT 2022-GC48 | No | ||||
A-12(1) | 20,000,000 | 20,000,000 | CREFI | No | ||||
A-13(1) | 10,000,000 | 10,000,000 | BMO | No | ||||
A-14(1) | 10,000,000 | 10,000,000 | Starwood Mortgage Funding II LLC | No | ||||
A-15(1) | 10,000,000 | 10,000,000 | CREFI | No | ||||
A-16(1) | 12,000,000 | 12,000,000 | BMO | No | ||||
A-17(1) | 10,000,000 | 10,000,000 | Starwood Mortgage Funding II LLC | No | ||||
A-18(1) | 11,000,000 | 11,000,000 | CREFI | No | ||||
Total Senior Notes | $318,000,000 | $318,000,000 | ||||||
B-1 | $147,666,667 | $147,666,667 | CGCMT 2022-GC48 (Loan Specific) | Yes(2) | ||||
B-2 | $73,833,333 | $73,833,333 | CGCMT 2022-GC48 (Loan Specific) | Yes(2) | ||||
Whole Loan | $539,500,000 | $539,500,000 |
(1) | Expected to be contributed to one or more future securitization(s). |
(2) | Following the occurrence and during the continuance of a “control appraisal period” with respect to the Yorkshire & Lexington Towers Whole Loan, Note A-4 will be the controlling note, and the controlling class representative of the CGCMT 2022-GC48 pooled mortgage loans securitization will be entitled to exercise the related control rights. See “Description of the Mortgage Pool—The Whole Loans—The Yorkshire & Lexington Towers Pari-Passu AB Whole Loan” in the Preliminary Prospectus. |
■ | The Mortgaged Properties. The Yorkshire & Lexington Towers Properties consist of (i) a multifamily building comprised of 681 residential units totaling 615,641 SF, a 33,000 SF parking garage with 168 parking spaces and six commercial and retail units totaling 29,451 SF (the “Yorkshire Towers Property”) and (ii) a multifamily building comprised of 127 residential units totaling 115,188 SF, a 8,886 SF parking garage with 36 parking spaces and six commercial and retail units totaling 9,998 SF (the “Lexington Towers Property”). The Yorkshire & Lexington Towers Properties have 808 residential units totaling 730,829 SF, 204 parking spaces totaling 41,886 SF and 12 commercial and retail units totaling 39,449 SF. The commercial tenants (excluding City Parking) at the Yorkshire & Lexington Towers Properties have a remaining weighted average lease term of 6.1 years. The Yorkshire & Lexington Towers Properties are located in the Upper East Side neighborhood and are located approximately 200 feet from the Lexington Avenue/East 86th Street subway station with access to the 4, 5, and 6 subway lines. |
The Yorkshire Towers Property and the Lexington Towers Property were built in 1964 and 1963, respectively and the residential portion of the Yorkshire & Lexington Towers Properties features a range of studio, one-, two-, three-and four-bedroom units. Of the 808 residential units, 305 of the units are rent stabilized. The Yorkshire & Lexington Towers Properties’ residential units all feature hardwood flooring, full kitchen appliances, and many units include a private balcony. Bathrooms feature marble flooring in the renovated units and vinyl tile in the unrenovated units. Renovated units feature marble countertop kitchens, stainless steel appliances, including a refrigerator, dishwasher, microwave, and gas-fired stove and oven, and washer and dryer. Community spaces include 24-hour attended lobby lounge, health club and fitness center, children’s playroom, and outdoor seating area.
The largest tenant at the Yorkshire Towers Property by underwritten base rent, CVS Pharmacy (“CVS”), occupies 15,813 SF (19.4% of the total commercial NRA, 58.1% of the total UW Commercial Base Rent) with a lease expiration of January 31, 2033. CVS is a consumer retail and health solutions company with over 9,900 locations in 49 states, the District of Columbia and Puerto Rico. CVS has over 300,000 employees in the United States, 40,000 of which are pharmacists, physicians, nurses, and nurse practitioners. The remaining 65,522 SF of commercial space at the Yorkshire & Lexington Towers Properties is 98.3% occupied by 10 tenants (79.2% of the total NRA, 41.9% of the total UW Commercial Base Rent).
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
38
loan #1: Yorkshire & Lexington Towers
The following table presents certain information relating to the Yorkshire & Lexington Towers Properties:
Property Name | City | Year Built / | Units(2) | % of | Allocated | % of | Appraised | % of |
Yorkshire Towers | New York | 1964 / 2014, 2022 | 681 | 84.3% | $464,286,688 | 86.1% | $821,000,000 | 86.1% |
Lexington Towers | New York | 1963 / 2014 | 127 | 15.7% | 75,213,312 | 13.9 | 133,000,000 | 13.9 |
Total | 808 | 100.0% | $539,500,000 | 100.0% | $954,000,000 | 100.0% |
(1) | Source: Appraisals. |
(2) | Based on the underwritten rent roll dated March 1, 2022. The Yorkshire Towers Property has 681 residential units and six commercial and retail units, and the Lexington Towers Property has 127 residential units and six commercial units. |
■ | Borrower Sponsors’ Renovation Plan. The information set forth below regarding the borrower sponsors’ renovation plans reflects forward-looking statements and certain projections provided by the borrower sponsors, assuming, among other things, that the borrowers will complete certain projected renovations by December 1, 2024 and that all of the newly renovated and currently unoccupied units will be leased at current market rate rent and all of the currently occupied units will continue to be leased at the current contractual rent. We cannot assure you that such assumptions and projections provided by the borrower sponsors will materialize in the future as expected or at all. |
The borrower sponsors have identified 311 units that will be renovated, which consists of 283 units that are projected to receive a light renovation and 28 units that are projected to receive a major renovation. The 28 major renovation units will be combined into 13 units post-renovation. Of the 28 units projected to receive major renovations, 16 units are rent-stabilized, all of which are currently vacant. Major renovations will feature the combination of two or three units into one larger unit or a significant floor plan alteration, and are expected to take approximately four to six months to complete. Light renovation units will feature aesthetic and systems upgrades, such as new appliances, countertops, removal of carpeting and lighting upgrades. The borrowers deposited $6,500,000 into a unit upgrade reserve with the lender at the time of origination of the Yorkshire & Lexington Towers Whole Loan, to be disbursed to pay or reimburse borrowers for unit renovation costs pursuant to the Yorkshire & Lexington Towers Whole Loan documents.
The major renovation units are projected to receive an average renovation of $37,143 per unit and are anticipated to increase rent from $53.20 per SF in-place to $82.67 per SF. The borrower sponsors have executed 41 major renovations to date, which have been combined into a total of 23 units. These major renovations have achieved average annual rent increases from $32.93 per SF to $75.37 per SF.
The light renovation units are projected to receive an average renovation of $19,382 per unit and are anticipated to increase rent from $62.01 per SF in-place to $82.79 per SF. The borrower sponsors have executed 16 light renovations to date. These light renovations have achieved average annual rent increases from $50.33 per SF to $82.04 per SF.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
39
loan #1: Yorkshire & Lexington Towers
The following tables present certain information relating to the as-is and post-renovation residential unit mixes at the Yorkshire & Lexington Towers Properties based on certain assumptions, including the assumptions described above:
Yorkshire Towers Property As-Is Market Rate Unit Mix(1) |
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 63 | 14.3% | 547 | $3,100 | $5.67 | $3,121 | $5.52 |
One Bedroom | 244 | 55.2 | 778 | $4,301 | $5.53 | $4,319 | $5.50 |
Two Bedroom | 81 | 18.3 | 1,152 | $6,122 | $5.31 | $6,355 | $5.31 |
Three Bedroom | 53 | 12.0 | 1,299 | $7,707 | $5.93 | $7,682 | $5.91 |
Four Bedroom | 1 | 0.2 | 2,087 | $12,995 | $6.23 | $12,995 | $6.23 |
Total / Wtd. Avg. | 442 | 100.0% | 879 | $4,891 | $5.56 | $4,941 | $5.54 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Source: Appraisal. |
Lexington Towers Property As-Is Market Rate Unit Mix(1) |
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 10 | 16.4% | 619 | $3,270 | $5.29 | $3,270 | $5.29 |
One Bedroom | 33 | 54.1 | 776 | $4,306 | $5.55 | $4,286 | $5.53 |
Two Bedroom | 10 | 16.4 | 1,045 | $6,339 | $6.06 | $6,287 | $6.01 |
Three Bedroom | 6 | 9.8 | 1,392 | $8,823 | $6.34 | $8,823 | $6.34 |
Four Bedroom | 2 | 3.3 | 1,889 | $13,123 | $6.95 | $12,935 | $6.85 |
Total / Wtd. Avg. | 61 | 100.0% | 892 | $5,203 | $5.83 | $5,192 | $5.81 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Source: Appraisal. |
Yorkshire Towers Property As-Is Rent Stabilized Unit Mix(1) |
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 31 | 13.0% | 545 | $1,915 | $3.51 | $2,370 | $3.52 |
One Bedroom | 116 | 48.5 | 792 | $1,980 | $2.50 | $2,182 | $2.49 |
Two Bedroom | 81 | 33.9 | 1,230 | $2,916 | $2.37 | $2,989 | $2.36 |
Three Bedroom | 8 | 3.3 | 1,638 | $3,714 | $2.27 | $3,714 | $2.27 |
Four Bedroom | 3 | 1.3 | 1,859 | $12,167 | $6.55 | $12,167 | $6.55 |
Total / Wtd. Avg. | 239 | 100.0% | 950 | $2,475 | $2.60 | $2,710 | $2.59 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Source: Appraisal. |
Lexington Towers Property As-Is Rent Stabilized Unit Mix(1) |
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 19 | 28.8% | 660 | $1,923 | $2.91 | $2,056 | $2.97 |
One Bedroom | 31 | 47.0 | 830 | $2,033 | $2.45 | $2,014 | $2.43 |
Two Bedroom | 11 | 16.7 | 1,254 | $3,591 | $2.86 | $3,589 | $2.86 |
Three Bedroom | 3 | 4.5 | 1,536 | $9,564 | $6.23 | $3,128 | $2.32 |
Four Bedroom | 2 | 3.0 | 2,055 | $19,750 | $9.61 | NAV | NAV |
Total / Wtd. Avg. | 66 | 100.0% | 921 | $3,140 | $3.41 | $2,500 | $2.66 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Source: Appraisal. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
40
loan #1: Yorkshire & Lexington Towers
Yorkshire Towers Property Projected Post-Renovation Market Rate Unit Mix(1)(2) |
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 61 | 14.1% | 547 | $3,489 | $6.38 | $3,121 | $5.52 |
One Bedroom | 240 | 55.6 | 778 | $5,108 | $6.57 | $4,319 | $5.50 |
Two Bedroom | 77 | 17.8 | 1,148 | $7,784 | $6.78 | $6,355 | $5.31 |
Three Bedroom | 53 | 12.3 | 1,299 | $8,582 | $6.60 | $7,682 | $5.91 |
Four Bedroom | 1 | 0.2 | 2,087 | $12,995 | $6.23 | $12,995 | $6.23 |
Total / Wtd. Avg. | 432 | 100.0% | 878 | $5,801 | $6.61 | $4,941 | $5.54 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Based on the assumption that (i) the Yorkshire Towers Property will achieve stabilization in February 2025 and (ii) all of the newly renovated and currently unoccupied units will be leased at current market rate rent and all of the currently occupied units will continue to be leased at the current contractual rent. |
(3) | Source: Appraisal. |
Lexington Towers Property Projected Post-Renovation Market Rate Unit Mix(1)(2) |
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 10 | 16.7% | 619 | $4,309 | $6.97 | $3,270 | $5.29 |
One Bedroom | 32 | 53.3 | 775 | $5,347 | $6.90 | $4,286 | $5.53 |
Two Bedroom | 10 | 16.7 | 1,045 | $7,072 | $6.77 | $6,287 | $6.01 |
Three Bedroom | 6 | 10.0 | 1,392 | $9,101 | $6.54 | $8,823 | $6.34 |
Four Bedroom | 2 | 3.3 | 1,889 | $12,935 | $6.85 | $12,935 | $6.85 |
Total / Wtd. Avg. | 60 | 100.0% | 893 | $6,090 | $6.82 | $5,192 | $5.81 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Based on the assumption that (i) the Lexington Towers Property will achieve stabilization in February 2024 and (ii) all of the newly renovated and currently unoccupied units will be leased at current market rate rent and all of the currently occupied units will continue to be leased at the current contractual rent. |
(3) | Source: Appraisal. |
Yorkshire Towers Property Projected Post-Renovation Rent Stabilized Unit Mix(1)(2)
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 27 | 11.50% | 544 | $1,925 | $3.54 | $2,370 | $3.52 |
One Bedroom | 106 | 45.1 | 793 | $1,976 | $2.49 | $2,182 | $2.49 |
Two Bedroom | 85 | 36.2 | 1,246 | $3,371 | $2.71 | $2,989 | $2.36 |
Three Bedroom | 12 | 5.1 | 1,729 | $6,858 | $3.97 | $3,714 | $2.27 |
Four Bedroom | 5 | 2.1 | 2,167 | $14,531 | $6.71 | $12,167 | $6.55 |
Total / Wtd. Avg. | 235 | 100.0% | 1005 | $2,991 | $2.97 | $2,710 | $2.59 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Based on the assumption that (i) the Yorkshire Towers Property will achieve stabilization in February 2025 and (ii) all of the newly renovated and currently unoccupied units will be leased at current market rate rent and all of the currently occupied units will continue to be leased at the current contractual rent. |
(3) | Source: Appraisal. |
Lexington Towers Property Projected Post-Renovation Rent Stabilized Unit Mix(1)(2)
|
Unit Type | # of Units | % of Total | Average SF | Monthly Average | Monthly | Monthly | Monthly |
Studio | 18 | 27.3% | 655 | $1,898 | $2.90 | $2,056 | $2.97 |
One Bedroom | 31 | 47.0 | 830 | $2,014 | $2.42 | $2,014 | $2.43 |
Two Bedroom | 12 | 18.2 | 1,281 | $4,225 | $3.30 | $3,589 | $2.86 |
Three Bedroom | 3 | 4.5 | 1,536 | $8,828 | $5.75 | $3,128 | $2.32 |
Four Bedroom | 2 | 3.0 | 2,055 | $14,728 | $7.17 | NAV | NAV |
Total / Wtd. Avg. | 66 | 100.0% | 934 | $3,079 | $3.30 | $2,500 | $2.66 |
(1) | Based on the underwritten rent roll dated March 1, 2022. |
(2) | Based on the assumption that (i) the Lexington Towers Property will achieve stabilization in February 2024 and (ii) all of the newly renovated and currently unoccupied units will be leased at current market rate rent and all of the currently occupied units will continue to be leased at the current contractual rent. |
(3) | Source: Appraisal. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
41
loan #1: Yorkshire & Lexington Towers
■ | COVID-19 Update. The first debt service payment for the Yorkshire & Lexington Towers Whole Loan is scheduled for July 2022. As of May 12, 2022, the Yorkshire & Lexington Towers Whole Loan is not subject to any forbearance, modification or debt service relief request. |
The following table presents certain information relating to historical leasing of the residential units at the Yorkshire & Lexington Towers Properties:
Historical and Current Multifamily Occupancy %
12/31/2019(1) | 12/31/2020(1) | 12/31/2021(1) | As of 3/1/2022(2) |
94.7% | 81.2% | 94.7% | 96.4% |
(1) | Historical occupancies are as of December 31 of each respective year and are based on information obtained from the borrowers’ occupancy report dated January 22, 2022. |
(2) | Based on the underwritten rent roll dated March 1, 2022. |
■ | 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 Yorkshire & Lexington Towers Properties: |
Cash Flow Analysis
2019 | 2020 | 2021 | TTM 2/28/2022 | Underwritten | Underwritten $ per Unit | |
Base Rent - Residential | $34,429,262 | $32,908,021 | $33,023,336 | $34,184,092 | $39,497,416 | $48,882.94 |
Base Rent - Commercial | 6,197,568 | 5,981,339 | 5,764,022 | 5,810,592 | 6,984,828 | $8,644.59 |
Gross Potential Rent(1) | $40,626,830 | $38,889,360 | $38,787,358 | $39,994,684 | $46,482,244 | $57,527.53 |
Total Reimbursements | 297,713 | 410,419 | 284,498 | 324,797 | 327,568 | $405.41 |
Supplemental Income Reserve | 0 | 0 | 0 | 0 | 5,226,004 | $6,467.83 |
Other Income(2) | 702,657 | 863,978 | 694,304 | 675,664 | 675,664 | $836.22 |
Net Rental Income | $41,627,200 | $40,163,756 | $39,766,160 | $40,995,144 | $52,711,480 | $65,236.98 |
Total Vacancy & Credit Loss | (99,272) | (35,705) | 0 | 0 | (1,316,592) | ($1,629.45) |
Effective Gross Income | $41,527,928 | $40,128,052 | $39,766,160 | $40,995,144 | $51,394,888 | $63,607.53 |
Real Estate Taxes | 8,345,869 | 9,104,352 | 9,749,387 | 9,839,080 | 10,057,294 | $12,447.15 |
Insurance | 368,159 | 430,452 | 468,680 | 473,667 | 497,141 | $615.27 |
Management Fee | 830,559 | 802,561 | 794,408 | 819,903 | 924,637 | $1,144.35 |
Other Operating Expenses(3) | 4,639,527 | 4,172,737 | 4,499,404 | 4,540,054 | 4,540,054 | $5,618.88 |
Total Expenses | $14,184,113 | $14,510,102 | $15,511,878 | $15,672,705 | $16,019,126 | $19,825.65 |
Net Operating Income(4) | $27,343,815 | $25,617,949 | $24,254,281 | $25,322,439 | $35,375,762 | $43,781.88 |
Replacement Reserves(5) | 0 | 0 | 0 | 0 | 0 | $0.00 |
TI/LC(5) | 0 | 0 | 0 | 0 | 0 | $0.00 |
Net Cash Flow(4) | $27,343,815 | $25,617,949 | $24,254,281 | $25,322,439 | $35,375,762 | $43,781.88 |
Occupancy(6) | 94.7% | 81.2% | 94.7% | 96.4% | 97.2% | |
NOI Debt Yield (7) | 8.6% | 8.1% | 7.6% | 8.0% | 11.1% | |
NCF DSCR (7) | 2.79x | 2.61x | 2.47x | 2.58x | 3.61x |
(1) | Includes straight line average rent through loan maturity for CVS. |
(2) | Other Income includes items such as miscellaneous operating income. |
(3) | Other Operating Expenses includes items such as utilities, repairs and maintenance, administrative, and payroll and benefits. |
(4) | The Underwritten Net Operating Income and Underwritten Net Cash Flow includes disbursements from a Supplemental Income Reserve of $5,226,004. The Underwritten NOI is greater than TTM 2/28/2022 Net Operating Income due in part to (i) the borrower sponsors recently renovating 57 units, which has increased rents at the Yorkshire & Lexington Towers Properties, (ii) underwritten straight-lined rent for CVS and (iii) disbursements from the Supplemental Income Reserve. Please refer to “Escrows” below. |
(5) | The borrower sponsors funded five years’ worth of Replacement Reserves and TI/LC at origination. |
(6) | Underwritten occupancy is based on the economic occupancy. TTM 2/28/2022 occupancy is based on the underwritten rent roll dated March 1, 2022. Historical occupancies through 2021 are based on information obtained from the borrowers’ occupancy report dated January 22, 2022. |
(7) | Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the Yorkshire & Lexington Towers Senior Loan. The Yorkshire & Lexington Towers Senior Loan Underwritten NOI Debt Yield, excluding credit for the upfront Supplemental Income Reserve is 9.5%. The Yorkshire & Lexington Towers Senior Loan Underwritten NCF DSCR excluding credit for the upfront Supplemental Income Reserve is 3.08x. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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loan #1: Yorkshire & Lexington Towers
■ | Appraisal. According to the appraisals, the Yorkshire & Lexington Towers Properties have an aggregate “as is” appraised value of $954,000,000 as of January 20, 2022 and have an aggregate “as stabilized” appraised value of $1,057,000,000 with an anticipated stabilization date of February 1, 2024 for the Lexington Towers Property and an anticipated stabilization date of February 1, 2025 for the Yorkshire Towers Property. The individual “as is” appraised values for the Yorkshire Towers Property and the Lexington Towers Property are $821,000,000 and $133,000,000, respectively. The individual “as-stabilized” appraised values for the Yorkshire Towers Property and the Lexington Towers Property are $909,000,000 and $148,000,000, respectively. |
■ | Environmental Matters. According to the Phase I environmental assessments dated January 19, 2022, and February 3, 2022, there was no evidence of any recognized environmental concerns at the Yorkshire & Lexington Towers Properties. The Phase I environmental assessment, however, did acknowledge historical environmental concerns at the Yorkshire Towers property. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Environmental Considerations” in the Preliminary Prospectus. |
■ | Market Overview and Competition. The Yorkshire & Lexington Towers Properties are located in New York, New York, within the New York-Newark-Jersey City, NY-NJ-PA Metropolitan Statistical Area. According to the appraisal, the unemployment rate from 2011 through 2021 in New York City increased at an annual rate of 0.3% and is expected to decrease at an average annual rate of 4.7% between 2022 and 2026. The estimated 2021 median annual household income in New York City was $68,261. The leading industries are education and health, professional and business, government, trade, and transportation and utilities. The largest employer in New York City is Northwell Health, which employs 68,088 people. The Yorkshire & Lexington Towers Properties are located on the southeast corner of Lexington Avenue and East 88th Street. The Upper East Side is generally considered the area that extends from East 59th to East 110th Streets, east of Central Park and Fifth Avenue to the East River. The Upper East Side is known for its many art galleries such as the Metropolitan Museum of Art, and Hunter College of the City University of New York which occupies several modern high-rise buildings at 68th Street and Lexington Avenue. The largest institutions of higher learning on the East Side are along York Avenue and the FDR Drive, including Rockefeller University and the Cornell Medical Center. The Yorkshire & Lexington Towers Properties benefits from its proximity to Fifth Avenue, which forms the eastern border of Central Park, as well as Madison Avenue, which is dense with prime retail and commercial space. |
The Yorkshire & Lexington Towers Properties are situated in the Upper East Side multifamily submarket. According to CoStar, as of February 2022, the Upper East Side – Multifamily submarket had an overall vacancy rate of 2.0%, with net absorption totaling 17 units. The vacancy rate decreased 2.2% over the past 12 months. Rental rates increased by 3.1% for the past 12 months and ended at $4,096 per unit per month. A total of 46 units at the Yorkshire & Lexington Towers Properties are still under construction as of the end of the first quarter of 2022.
According to the appraisals, the 2021 population for New York City was approximately 8,305,600 and is forecasted to grow to approximately 8,317,700 in 2022, and approximately 8,335,900 in 2026.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
43
loan #1: Yorkshire & Lexington Towers
The following table presents seven comparable multifamily rental properties to the Yorkshire & Lexington Towers Properties.
Summary of Comparable Multifamily Properties(1)
Property Name / Address | Year Built | No. of Units | Unit Mix | Avg. Unit SF | Avg. Market Rent Per Month | Occupancy |
Yorkshire & Lexington Towers 305 East 86th Street and 160 | 1963-1964 | 808(2) | Studio(2) | 570(2) | $2,673(2) | 96.4%(2) |
1 Bed(2) | 786(2) | $3,539(2) | ||||
2 Bed(2) | 1,187(2) | $4,555(2) | ||||
3 Bed(2) | 1,356(2) | $7,395(2) | ||||
4 Bed(2) | 1,944(2) | $14,405(2) | ||||
The Serrano 1735 York Avenue, NY | 1986 | 263 | 1 Bed | 650 | $4,501 | 92.6% |
2 Bed | NAV | $7,201 | ||||
3 Bed | NAV | $8,878 | ||||
Ventura 240 East 86th Street, NY | 1999 | 246 | Studio | 508 | $3,734 | 98.4% |
1 Bed | 751 | $4,652 | ||||
2 Bed | 967 | $6,380 | ||||
3 Bed | 1,293 | $8,921 | ||||
The Lucerne 350 East 79th Street, NY | 1989 | 219 | 1 Bed | 659 | $4,617 | 98.6% |
2 Bed | 906 | $7,134 | ||||
3 Bed | NAV | $11,878 | ||||
4 Bed | NAV | $17,975 | ||||
The Colorado 201 East 86th Street, NY | 1987 | 173 | Studio | 547 | $3,953 | 99.6% |
1 Bed | 667 | $4,595 | ||||
2 Bed | 937 | $6,675 | ||||
3 Bed | 1,254 | $9,938 | ||||
4 Bed | 1,940 | $15,473 | ||||
The Strathmore 400 East 84th Street, NY | 1996 | 179 | 1 Bed | 714 | $4,168 | 99.2% |
2 Bed | 1,166 | $6,926 | ||||
3 Bed | 1,611 | $11,217 | ||||
4 Bed | NAV | $17,520 | ||||
One Carnegie Hill 215 East 96th Street, NY | 2005 | 455 | Studio | 484 | $3,355 | 99.6% |
1 Bed | 636 | $4,141 | ||||
2 Bed | 879 | $6,248 | ||||
3 Bed | 1,239 | $8,318 | ||||
4 Bed | 1,350 | $10,625 | ||||
CONVIVIUM 515 East 86th Street, NY | 2020 | 140 | Studio | 638 | $4,300 | 98.6% |
1 Bed | 741 | $5,474 | ||||
2 Bed | 1,138 | $7,523 | ||||
3 Bed | 1,369 | $9,750 | ||||
(1) | Source: Appraisals. |
(2) | Based on the underwritten rent roll dated March 1, 2022. Avg. Market Rent Per Month reflects average monthly in-place rents for occupied units. |
The following table presents five comparable retail leases for the Yorkshire & Lexington Towers Properties.
Summary of Comparable Retail Leases(1)
Property Name | Tenant Name | Tenant Leased Space (SF) | Lease Sign Date | Lease Term (months) | Base Rent Per SF |
Yorkshire Towers | CVS Pharmacy | 15,813(2) | May 2017(2) | 189(2) | $252.37(2) |
201 East 86th Street | Lululemon | 6,565 | Q4 2021 | 120 | $240.00 |
1523 Second Avenue | NY Allergy and Asthma | 4,488 | Q4 2021 | 144 | $100.00 |
1503 Third Avenue | Cohen’s Fashion Optical | 3,200 | Q3 2021 | 120 | $175.00 |
1592 Third Avenue | Marathon Coffee | 400 | Q3 2021 | 120 | $90.00 |
207 East 84th Street | Glosslab | 1,340 | Q2 2021 | 120 | $116.00 |
(1) | Source: Appraisals. |
(2) | Based on the underwritten rent roll dated March 1, 2022. |
■ | The Borrowers. The borrowers under the Yorkshire & Lexington Towers Mortgage Loan are CF E 88 LLC, SM E 88 LLC, CF E 86 LLC, SM E 86 LLC and LSG E 86 LLC, each a single-purpose Delaware limited liability company with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Yorkshire & Lexington Towers Whole Loan. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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loan #1: Yorkshire & Lexington Towers
The Yorkshire Towers Property is 100% owned by CF E 86 LLC, SM E 86 LLC and LSG E 86 LLC, as tenants in common (collectively, the “86th Street Borrowers”) and the Lexington Towers Property is 100% owned by CF E 88 LLC and SM E 88 LLC, as tenants in common (collectively, the “88th Street Borrowers”, and together with the 86th Street Borrowers, the “Y&L Tower Borrowers”).
CF E 86 LLC owns a 58.75% tenant-in-common interest in the Yorkshire Towers Property, and is is 100% indirectly owned by Meyer Chetrit and three family members of Meyer Chetrit. CF E 88 LLC owns a 58.75% tenant-in-common interest in the Lexington Towers Property, and is 100% indirectly owned by Meyer Chetrit and three family members of Meyer Chetrit (CF E 86 LLC and CF E 88 LLC, collectively, the “Chetrit Borrower”). SM E 86 LLC and LSG E 86 LLC each own a tenant-in-common interest, and in the aggregate own a 41.25% tenant-in-common interest, in the Yorkshire Towers Property, and are each indirectly majority owned by The Gluck Family Trust U/A/D July 16, 2009. SM E 88 LLC owns a 41.25% tenant-in-common interest in the Lexington Towers Property, and is indirectly majority owned by The Gluck Family Trust U/A/D July 16, 2009 (SM E 88 LLC, SME E 86 LLC and LSG E 86 LLC, collectively, the “Stellar Borrower”).
The 86th Street Borrowers are currently indirectly controlled by CFSM E 86 Manager LLC, a Delaware limited liability company, which is a non-member manager of an indirect parent of each 86th Street Borrower (the “86th Manager”). The 88th Street Borrowers are currently indirectly controlled by CFSM E 88 Manager LLC, a Delaware limited liability company, which is a non-member manager of an indirect parent of each 88th Street Borrower (the “88th Manager”, and together with the 86th Manager, the “Y&L Tower Managers”). Both the 86 Manager and the 88th Manager are jointly controlled by Meyer Chetrit and the Amended and Restated 2013 LG Revocable Trust. Meyer Chetrit and the Gluck Family Trust U/A/D July 16, 2009 are the borrower sponsors and non-recourse carveout guarantors for the Yorkshire & Lexington Towers Whole Loan.
Meyer Chetrit is one of the controllers of The Chetrit Group. The Chetrit Group is an experienced, privately held New York City real estate development firm controlled by two brothers: Joseph and Meyer Chetrit. The Chetrit Group, which is headquartered in Manhattan, has ownership interests in over 14 million square feet of commercial and residential real estate across the United States, including New York, Chicago, Miami, and Los Angeles, as well as internationally.
Laurence Gluck is the founder of Stellar Management, a real estate development and management firm founded in 1985. Based in New York City, Stellar Management owns and manages a portfolio of over 13,000 apartments in 100 buildings located across New York City and over three million square feet of office space. Prior to founding Stellar Management, Laurence Gluck served as a real estate attorney at Proskauer, Rose, Goetz & Mendelsohn and later as a partner at Dreyer & Traub. Laurence Gluck also formerly served as a member of the Board of Governors of the Real Estate Board of New York.
■ | Escrows. At origination of the Yorkshire & Lexington Towers Whole Loan, the borrowers deposited approximately (i) $5,390,917 into a real estate tax reserve account, (ii) $367,868 into an insurance premiums reserve account, (iii) $1,100,000 into a replacement reserve account, (iv) $1,000,000 into a tenant improvement and leasing commissions reserve account, (v) $6,500,000 into a unit upgrade reserve account, and (vi) $5,900,000 into a supplemental income reserve account (such account, the “Supplemental Income Reserve”). |
Tax Reserve. The borrowers are required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $898,486).
Insurance Reserve. The borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, such insurance reserve has been conditionally waived so long as (i) no event of default under the Yorkshire & Lexington Towers Whole Loan is continuing and (ii) the borrowers maintain a blanket policy meeting the requirements of the Yorkshire & Lexington Towers Mortgage Whole Loan documents.
Supplemental Income Reserve. Unless and until the Yorkshire & Lexington Towers Properties (excluding the amount on deposit in the Supplemental Income Reserve) achieve a 5.0% “transient” Yorkshire & Lexington Towers Total Debt debt yield (calculated on the basis of annualized net cash flow for a three month period ending with the most recently completed month), the lender may require the borrowers to make additional supplemental reserve deposits if and to the extent the lender determines, in its reasonable discretion on a quarterly basis on and after
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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loan #1: Yorkshire & Lexington Towers
May 6, 2023, that additional supplemental income reserve deposits are required in order to achieve (when the additional deposit and all other deposits in the supplemental income reserve account are added to net cash flow for the Yorkshire & Lexington Towers Properties) a 5.0% transient Yorkshire & Lexington Total Debt debt yield for the following 12, 9, 6 or 3 months (such applicable 12, 9, 6 or 3- month period depending on the quarter with respect to which such determination by the lender is made). The guarantors provided a related carry guaranty (the “Carry Guaranty”) of certain carry costs, including real estate taxes, insurance premiums, debt service and operating expenses, for the period until the Yorkshire & Lexington Towers Properties achieve a 5.0% transient debt yield (excluding the amount on deposit in the Supplemental Income Reserve). The obligations of the guarantors under such Carry Guaranty are limited to the additional supplemental income reserve deposit amount as and when due.
So long as no event of default under the Yorkshire & Lexington Towers Whole Loan is continuing, on each payment date, the lender is required to transfer the Monthly Supplemental Income Reserve Disbursement Amount (as defined below) from the Supplemental Income Reserve to the cash management account. Such funds deposited into the cash management account will be required to be applied with all other funds then on deposit in the cash management account in the order of priority set forth in the Yorkshire & Lexington Towers Whole Loan documents, as described under “ —Lockbox and Cash Management” below. So long as no event of default under the Yorkshire & Lexington Towers Whole Loan is continuing, upon such time as the lender has reasonably determined that the Yorkshire & Lexington Towers Properties (excluding the amount on deposit in the Supplemental Income Reserve) have achieved a 5.0% “transient” Yorkshire & Lexington Towers Total Debt debt yield (calculated on the basis of annualized net cash flow for a three month period ending with the most recently completed month), then upon the borrowers’ written request, all of the funds in the Supplemental Income Reserve will be required to be disbursed to the borrowers; provided, however, if a Cash Trap Period (as defined below) is then continuing, then such funds will not be disbursed to the borrowers, and such funds will instead be deposited into the excess cash reserve account, to be applied in accordance with the terms of the Yorkshire & Lexington Towers Whole Loan documents.
“Monthly Supplemental Income Reserve Disbursement Amount” means 1/12 of (x) the initial Supplemental Income Reserve deposit with respect to the first 12 payment dates occurring during the term of the Yorkshire & Lexington Towers Whole Loan, and (y) each Supplemental Income Reserve additional deposit amount with respect to the 12 payment dates following the date that the borrowers are required to deposit such Supplemental Income Reserve additional deposit amount pursuant to the terms of the Yorkshire & Lexington Towers Whole Loan documents; provided that, if at any time the lender reassesses the Supplemental Income Reserve additional deposit amount in accordance with the terms of the Yorkshire & Lexington Towers Whole Loan documents, the Monthly Supplemental Income Reserve Disbursement Amount will be required to be adjusted so that all of funds in the Supplemental Income Reserve will be disbursed in equal monthly installments ending on such Supplemental Income Reserve reassessment date (i.e., so that there will be no funds in the Supplemental Income Reserve on deposit on such Supplemental Income Reserve reassessment date.
■ | Lockbox and Cash Management. The Yorkshire & Lexington Towers Mortgage Loan is structured with a hard lockbox for commercial tenants and a soft lockbox for residential tenants, and in place cash management. The borrowers are required to deposit all rents collected from residential tenants into the lockbox account within three days of receipt. The borrowers are required to deliver a tenant direction letter to commercial tenants to deposit all rents directly to the lockbox account. The borrowers are required to cause all amounts deposited into the lockbox account to be transferred on each business day to a cash management account controlled by the lender. So long as no event of default under the Yorkshire & Lexington Towers Whole Loan is continuing, on each monthly payment date all funds on the deposit in the cash management account (including any Monthly Supplemental Income Reserve Disbursement Amount deposited into the cash management account) will be applied to (i) fund any required insurance and tax reserve amount, (ii) pay deposit account bank fees, (iii) make monthly debt service payments on the Yorkshire & Lexington Towers Whole Loan, (iv) pay other amounts payable to the lender under the Yorkshire & Lexington Towers Whole Loan documents, (v) pay certain operating expenses reflected in the approved annual budget or otherwise approved by lender and (vi) make debt service payments on the mezzanine loans, in that order. After such application of funds in the cash management account, if a Cash Trap Period is continuing, the remaining funds will be deposited in the excess cash reserve account, and if no Cash Trap Period is continuing, such remaining funds will be released to the borrowers. The balance of any funds from time to time held in the excess cash reserve account will be released to the borrowers in the event the related Cash Trap Period ends. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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loan #1: Yorkshire & Lexington Towers
A “Cash Trap Period” means a period (A) commencing upon the earliest to occur of (i) an event of default; (ii) any bankruptcy action of the borrowers, principal, guarantor or manager has occurred; (iii) the failure by the borrowers, after stabilization (i.e., until a Yorkshire & Lexington Towers Total Debt debt yield of at least 5.0% has been achieved (without taking into account any disbursement of Supplemental Income Reserve funds) for one calendar quarter, provided no event of default then exists), to maintain a Yorkshire & Lexington Towers Total Debt debt yield of at least 4.25%; or (iv) an event of default under a Yorkshire & Lexington Towers Mezzanine Loan (as defined below) and (B) will be cured upon (a) with respect to clause (i) above, the lender accepts a cure of such event of default; (b) in the case of a bankruptcy action by or against manager only, the borrowers provide a qualified replacement manager as defined in the Yorkshire & Lexington Towers Properties Whole Loan documents; (c) with respect to clause (iii) above, the Yorkshire & Lexington Towers Total Debt debt yield is equal to or greater than 4.75% for one calendar quarter; or (d) with respect to clause (iv) above, the applicable Yorkshire & Lexington Towers Mezzanine Loan lender accepts a cure of such event of default under such Yorkshire & Lexington Towers Mezzanine Loan.
■ | Property Management. The Yorkshire & Lexington Towers Properties are managed by Jumeaux Management LLC, an affiliate of the borrower sponsors. Under the Yorkshire & Lexington Towers Properties Whole Loan documents, the lender may require the borrowers to terminate any management agreement and replace the applicable property manager if: (i) an event of default under the Yorkshire & Lexington Towers Properties Whole Loan documents exists, (ii) the property manager becomes insolvent or a debtor in any bankruptcy or insolvency proceeding, (iii) there exists a material default by the property manager under the management agreement beyond all applicable notice and cure periods, (iv) 50% or more of the direct or indirect ownership interest in the property manager has changed or control of manager has changed, in each event from what it was at origination of the Yorkshire & Lexington Towers Whole Loan, (v) the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, or (vi) an event occurs that will give rise to the right of the borrowers to terminate the management agreement. Provided that no event of default is occurring under the Yorkshire & Lexington Towers Properties Whole Loan documents, the borrowers may, terminate the management agreement and replace the property manager with a qualified manager as set forth in the Yorkshire & Lexington Towers Properties Whole Loan documents (which requirements include a rating agency confirmation and, if an affiliate of the borrowers, an updated non-consolidation opinion). |
■ | Current Subordinate Debt Indebtedness. The Yorkshire & Lexington Towers Properties also secure the Yorkshire & Lexington Towers Trust Subordinate Companion Loan, which has an aggregate Cut-off Date principal balance of $221,500,000. The Yorkshire & Lexington Towers Trust Subordinate Companion Loan accrues interest at 3.04000% per annum. The Yorkshire & Lexington Towers Senior Loan is senior in right of payment to the Yorkshire & Lexington Towers Trust Subordinate Companion Loan. The Yorkshire & Lexington Towers Subordinate Companion Loan will be contributed to the CGCMT 2022-GC48 securitization trust, but will not be included in the mortgage pool. Payments allocated to the Yorkshire & Lexington Towers Subordinate Companion Loan will be paid only to the holders of the Yorkshire & Lexington Towers loan-specific certificates as described in “Description of the Mortgage Pool—The Whole Loans—The Yorkshire & Lexington Towers Pari-Passu AB Whole Loan” in the Preliminary Prospectus. |
■ | Current Mezzanine Indebtedness. Concurrently with the funding of the Yorkshire & Lexington Towers Whole Loan, BMO and Citigroup Global Markets Realty Corp. (“CGMRC”), co-originated a mezzanine A loan in the amount of $80,000,000 to be secured by the mezzanine A borrowers’ interests in the borrowers, as collateral for the mezzanine A loan (the “Mezzanine A Loan”). The Mezzanine A Loan is coterminous with the Yorkshire & Lexington Towers Whole Loan. The Mezzanine A Loan accrues interest at a rate of 5.80000% per annum and requires interest-only payments until its maturity date. |
Concurrently with the funding of the Yorkshire & Lexington Towers Whole Loan, BMO and CGMRC, co-originated a mezzanine B loan in the amount of $23,100,000 to be secured by the mezzanine B borrowers’ interests in the mezzanine A borrowers, as collateral for the mezzanine B loan (the “Mezzanine B Loan”). The Mezzanine B Loan is coterminous with the Yorkshire & Lexington Towers Whole Loan. The Mezzanine B Loan accrues interest at a rate of 7.14000% per annum and requires interest-only payments until its maturity date.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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loan #1: Yorkshire & Lexington Towers
Concurrently with the funding of the Yorkshire & Lexington Towers Whole Loan, BMO and CGMRC, co-originated a mezzanine C loan in the amount of $25,000,000 to be secured by the mezzanine C borrowers’ interests in the mezzanine B borrowers, as collateral for the mezzanine C loan (the “Mezzanine C Loan”). The Mezzanine C Loan is coterminous with the Yorkshire & Lexington Towers Whole Loan. The Mezzanine C Loan accrues interest at a rate of 8.00000% per annum and requires interest-only payments until its maturity date.
Concurrently with the funding of the Yorkshire & Lexington Towers Whole Loan, BMO and CGMRC, co-originated a mezzanine D loan in the amount of $46,400,000 to be secured by the mezzanine D borrowers’ interests in the mezzanine C borrowers, as collateral for the mezzanine D loan (the “Mezzanine D Loan”, collectively with the Mezzanine A Loan, the Mezzanine B Loan and the Mezzanine C Loan, the “Yorkshire & Lexington Towers Mezzanine Loans,” and collectively with the Yorkshire & Lexington Towers Whole Loan, the “Yorkshire & Lexington Towers Total Debt”). The Mezzanine D Loan is coterminous with the Yorkshire & Lexington Towers Whole Loan. The Mezzanine D Loan accrues interest at a rate of 9.46185345% per annum and requires interest-only payments until its maturity date.
It is expected that BMO and CGMRC will transfer their respective interests in the Mezzanine A Loan, Mezzanine B Loan, Mezzanine C Loan and Mezzanine D Loan to an unaffiliated third party on or prior to the closing of the CGCMT 2022-GC48 securitization.
Based on the Yorkshire & Lexington Towers Total Debt Cut-off Date outstanding principal balance of $714,000,000, the Cut-off Date LTV Ratio, Maturity Date LTV Ratio, DSCR Based on Underwritten NCF and Debt Yield Based on Underwritten NOI are illustrated below. See “Description of the Mortgage Pool—Additional Indebtedness—Existing Mezzanine Debt” in the Preliminary Prospectus.
Financial Information
Yorkshire & Lexington | Yorkshire & Lexington | Yorkshire & Lexington | |
Cut-off Date Balance | $318,000,000 | $539,500,000 | $714,000,000 |
Cut-off Date LTV Ratio(1) | 33.3% | 56.6% | 74.8% |
Maturity Date LTV Ratio(1) | 33.3% | 56.6% | 74.8% |
DSCR Based on Underwritten NCF(2)(3) | 3.61x | 2.13x | 1.20x |
Debt Yield Based on Underwritten NOI(2)(3) | 11.1% | 6.6% | 5.0% |
(1) | Based on the aggregate as-is appraised value of $954,000,000 as of January 20, 2022. |
(2) | The Underwritten NCF and Underwritten NOI include disbursements from a Supplemental Income Reserve of $5,226,004. Please refer to “Escrows” above. |
(3) | The Yorkshire & Lexington Towers Senior Loan DSCR Based on Underwritten NCF, Yorkshire & Lexington Towers Whole Loan DSCR Based on Underwritten NCF, and the Yorkshire & Lexington Towers Total Debt DSCR Based on Underwritten NCF excluding credit for the upfront Supplemental Income Reserve are 3.08x, 1.81x and 1.02x, respectively. The Yorkshire & Lexington Towers Senior Loan Debt Yield Based on Underwritten NOI, Yorkshire & Lexington Towers Whole Loan Debt Yield Based on Underwritten NOI, and Yorkshire & Lexington Towers Total Debt Debt Yield Based on Underwritten NOI excluding credit for the upfront Supplemental Income Reserve are 9.5%, 5.6% and 4.2%, respectively. Please refer to “Escrows and Reserves” below. |
■ | Permitted Future Mezzanine or Subordinate Secured Indebtedness. Not Permitted. |
■ | Release of Collateral. Not Permitted. |
■ | Terrorism Insurance. The Yorkshire & Lexington Towers Whole Loan documents require that the “all-risk” insurance policy required to be maintained by the borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the Yorkshire & Lexington Towers Properties, plus business interruption coverage in an amount equal to 100% of the projected loss to net profit for the Yorkshire & Lexington Towers Properties until the completion of restoration or the expiration of 24 months. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
48
Loan #2: Cliffs hotel and spa
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
49
Loan #2: Cliffs hotel and spa
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
50
Loan #2: Cliffs hotel and spa
Mortgaged Property Information | Mortgage Loan Information | ||||||||
Number of Mortgaged Properties | 1 | Loan Seller | GSMC | ||||||
Location (City / State) | Pismo Beach, California | Cut-off Date Principal Balance | $50,000,000 | ||||||
Property Type | Hospitality | Cut-off Date Principal Balance per Room | $308,641.98 | ||||||
Size (Rooms) | 162 | Percentage of Initial Pool Balance | 7.9% | ||||||
Total TTM Occupancy as of 3/31/2022 | 79.1% | Number of Related Mortgage Loans | None | ||||||
Owned TTM Occupancy as of 3/31/2022 | 79.1% | Type of Security | Fee | ||||||
Year Built / Latest Renovation | 1986 / 2009, 2011, 2022 | Mortgage Rate | 4.81500% | ||||||
Appraised Value | $105,100,000 | Original Term to Maturity (Months) | 120 | ||||||
Appraisal Date | 3/23/2022 | Original Amortization Term (Months) | NAP | ||||||
Borrower Sponsor | John G. King | Original Interest Only Period (Months) | 120 | ||||||
Property Management(1) | Coastal Hospitality Corp. | First Payment Date | 6/6/2022 | ||||||
Maturity Date | 5/6/2032 | ||||||||
Underwritten Revenues | $23,145,679 | ||||||||
Underwritten Expenses | $14,521,737 | Escrows(2) | |||||||
Underwritten Net Operating Income (NOI) | $8,623,941 | Upfront | Monthly | ||||||
Underwritten Net Cash Flow (NCF) | $7,698,114 | Taxes | $34,153 | $17,076 | |||||
Cut-off Date LTV Ratio | 47.6% | Insurance | $0 | Springing | |||||
Maturity Date LTV Ratio | 47.6% | Replacement Reserves | $0 | $76,706 | |||||
DSCR Based on Underwritten NOI / NCF | 3.53x / 3.15x | TI / LC | $0 | $0 | |||||
Debt Yield Based on Underwritten NOI / NCF | 17.2% / 15.4% | Other | $0 | $0 | |||||
Sources and Uses | |||||||||
Sources | $ | % | Uses | $ | % | ||||
Loan Amount | $50,000,000 | 100.0% | Principal Equity Distribution | $29,909,725 | 59.8% | ||||
Loan Payoff | 19,706,118 | 39.4 | |||||||
Closing Costs | 350,004 | 0.7 | |||||||
Upfront Reserves | 34,153 | 0.1 | |||||||
Total Sources | $50,000,000 | 100.0% | Total Uses | $50,000,000 | 100.0% | ||||
(1) | The Mortgaged Property is an unflagged boutique hotel managed by an owner affiliated manager, Coastal Hospitality Corp., pursuant to a management agreement expiring in May 2032. There are no extension options. |
(2) | See “—Escrows” below. |
■ | The Mortgage Loan. The Cliffs Hotel and Spa mortgage loan (the “Cliffs Hotel and Spa Mortgage Loan”) is a fixed rate loan secured by a first mortgage encumbering the borrower’s fee simple interest in a 162-room hotel property located in Pismo Beach, California (the “Cliffs Hotel and Spa Property”). The Cliffs Hotel and Spa Mortgage Loan is evidenced by a promissory note with an original principal balance and outstanding principal balance as of the Cut-off Date of $50,000,000, representing approximately 7.9% of the Initial Pool Balance. |
The Cliffs Hotel and Spa Mortgage Loan was originated by Goldman Sachs Bank USA on April 27, 2022. The Cliffs Hotel and Spa Mortgage Loan has a 10-year interest-only term and accrues interest at a fixed rate of 4.81500% per annum. The Cliffs Hotel and Spa Mortgage Loan proceeds were used to return equity to the borrower sponsor, refinance existing debt on the Cliffs Hotel and Spa Property, fund upfront reserves and pay origination costs.
The Cliffs Hotel and Spa Mortgage Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The scheduled maturity date of the Cliffs Hotel and Spa Mortgage Loan is the due date in May 2032. Voluntary prepayment of the Cliffs Hotel and Spa Mortgage Loan in whole (but not in part) is permitted on or after the due date in November 2031 without payment of any prepayment premium. In addition, the Cliffs Hotel and Spa Mortgage Loan may be voluntary prepaid in whole (but not in part) at any time on or after the due date in May 2024 with payment of a yield maintenance premium of at least 1% of the amount prepaid.
■ | The Mortgaged Property. The Cliffs Hotel and Spa Property is a five-story, 162-room, full-service, luxury boutique hotel located on a bluff overlooking the Pacific Ocean in the central coast city of Pismo Beach. The Cliffs Hotel and Spa Property was built in 1986 and maintained an average occupancy of 80.1% from 2015 to 2019. Hotel amenities include direct beach access, Marisol – a full-service restaurant and bar, a heated outdoor pool and Jacuzzi, Día Feliz Spa, The Salt + Sundry retail outlet, business center, and a fully equipped fitness center. The Cliffs Hotel and Spa Property has more meeting and event space than any other hotel in Pismo Beach. The Cliffs Hotel and Spa Property features approximately 3,884 SF of meeting and banquet space and approximately 23,750 SF of outdoor event space, which can accommodate a 6,400 SF outdoor tent pavilion fronting the Pacific Ocean. The Cliffs Hotel and Spa Property features 19 different room types across 64,000 square feet. The location has one on-site parking lot with a valet and two off-site lots totaling 314 surface level parking spaces. The Cliffs Hotel and Spa Property is managed by an owner affiliated manager, Coastal Hospitality Corp., and is an unflagged boutique hotel. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
51
Loan #2: Cliffs hotel and spa
The Serena (5th floor) of the Cliffs Hotel and Spa Property is currently undergoing renovation in order to convert the floor to be “adults only”. The renovation has an estimated completion date of mid-July 2022. The borrower sponsor spent approximately $179,000 on the Serena floor renovation in 2021. We cannot assure you the renovation will be completed as expected or that there will be any associated increase in ADR.
The following table presents certain information relating to the 2021 demand analysis with respect to the Cliffs Hotel and Spa Property based on market segmentation, as provided in the appraisal for the Cliffs Hotel and Spa Property:
2021 Accommodated Room Night Demand(1)
Property | Group | Leisure | Commercial |
Cliffs Hotel and Spa | 24.0% | 51.0% | 25.0% |
(1) | Source: Appraisal. |
The following table presents certain information relating to the penetration rates relating to the Cliffs Hotel and Spa Property and various market segments, as provided in a February 2022 travel research report for the Cliffs Hotel and Spa Property:
Penetration Rates(1)
Occupancy | ADR | RevPAR | |
TTM February 2022 | 109.6% | 121.6% | 133.3% |
(1) | Source: February 2022 STR Report |
The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Cliffs Hotel and Spa Property:
Historical Occupancy, ADR, RevPAR(1)
2019 | 2020 | 2021 | TTM 3/31/2022 | |
Occupancy | 81.8% | 68.4% | 77.9% | 79.1% |
ADR | $216.27 | $226.85 | $298.26 | $299.86 |
RevPAR | $176.92 | $155.08 | $232.26 | $237.08 |
(1) | As provided by the borrower and represents averages for the year ended December 31, unless otherwise specified. |
■ | COVID-19 Update. As of May 24, 2022, the Cliffs Hotel and Spa Property is open and operating. As of May 24, 2022, no loan modification or forbearance requests have been made on the Cliffs Hotel and Spa Mortgage Loan. The first payment date of the Cliffs Hotel and Spa Mortgage Loan is June 6, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
52
Loan #2: Cliffs hotel and spa
■ | 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 Cliffs Hotel and Spa Property: |
Cash Flow Analysis(1)
2019 | 2020 | 2021 | TTM | Underwritten | Underwritten | |
Rooms Revenue | $10,461,452 | $9,195,269 | $13,733,248 | $14,018,835 | $14,018,835 | $86,536 |
Food & Beverage Revenue | 5,136,700 | 3,582,854 | 5,788,354 | 6,251,044 | 6,251,044 | $38,587 |
Other Revenue(2) | 1,740,500 | 1,673,246 | 2,689,265 | 2,875,800 | 2,875,800 | $17,752 |
Total Revenue | $17,338,652 | $14,451,369 | $22,210,867 | 23,145,679 | $23,145,679 | $142,875 |
Rooms Expense | $3,174,666 | $2,678,872 | $3,371,831 | 3,453,903 | $3,453,903 | $21,320 |
Food & Beverage Expense | 4,275,180 | 3,018,995 | 4,373,105 | 4,764,165 | 4,764,165 | $29,408 |
Other Expense | 1,072,582 | 1,042,601 | 1,464,034 | 1,583,873 | 1,362,818 | $8,412 |
Total Departmental Expense | 8,522,428 | 6,740,468 | 9,208,970 | 9,801,941 | 9,580,886 | $59,141 |
Total Undistributed Expense | 4,249,123 | 3,376,798 | 3,957,263 | 4,188,616 | 4,246,481 | $26,213 |
Base Management Fee(3) | 689,255 | 577,711 | 888,498 | 925,666 | 694,370 | $4,286 |
Total Operating Expenses | $13,460,806 | $10,694,977 | $14,054,730 | $14,916,223 | $14,521,737 | $89,640 |
Net Operating Income(4) | $3,877,846 | $3,756,392 | $8,156,136 | $8,229,456 | $8,623,941 | $53,234 |
FF&E(5) | 693,546 | 578,055 | 888,435 | 878,265 | 925,827 | $5,715 |
Net Cash Flow | $3,184,300 | $3,178,337 | $7,267,701 | $7,351,190 | $7,698,114 | $47,519 |
Occupancy | 81.8% | 68.4% | 77.9% | 79.1% | 79.1% | |
NOI Debt Yield | 7.8% | 7.5% | 16.3% | 16.5% | 17.2% | |
NCF DSCR | 1.30x | 1.30x | 2.98x | 3.01x | 3.15x |
(1) | Certain items such as straight-line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow. |
(2) | Other Revenue includes resort fee and other revenue, spa revenue and gift shop revenue. |
(3) | Base Management Fee was underwritten to 3.0% of total operating revenue. At origination, the borrower sponsor signed a new hotel management agreement which provides for a 3.0% management fee, versus 4.0% historically. |
(4) | The increase in Underwritten Net Operating Income is primarily attributable to the underwriting being based on trailing twelve-month financials as of March 2022 incorporating the lower new base management fee (3% as described above), and lower insurance expenses based off of actual premiums determined by an insurance consultant. |
(5) | The Ongoing Replacement Reserve ($) is an FF&E reserve in an amount equal to (i) for the payment dates in June 2022 through and including March 2023, approximately $76,706 and (ii) thereafter for each twelve month period from April through March of the following calendar year, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement (if applicable) or (b) 1/12th of 4% of the operating income of the Cliffs Hotel and Spa Property as of the end of each calendar year. |
■ | Appraisal. According to the appraisal, the Cliffs Hotel and Spa Property had an “as-is” appraised value of $105,100,000 as of March 23, 2022. |
■ | Environmental Matters. According to a Phase I environmental report dated March 29, 2022, there are no recognized environmental conditions or recommendations for further action at the Cliffs Hotel and Spa Property. |
■ | Market Overview and Competition. The Cliffs Hotel and Spa Property is located in Pismo Beach, which is a coastal city within the county of San Luis Obispo. In recent years, new hotel development as well as the repositioning of several older hotels has occurred in Pismo Beach. Pismo Beach and the greater San Luis Obispo County are also draws for international and domestic tourists, with the wine industry in San Luis Obispo county providing tourist demand to the area. |
The San Luis Obispo/Paso Robles luxury and upscale hotel market began to rebound in 2021 as the availability of effective vaccines and a return to economic growth contributed to RevPAR increasing by 55.9% over 2020. A third-party research service anticipates RevPAR of $255.06 for the 2022 calendar year, representing a compound annual growth rate (“CAGR”) of 17.0% and an overall increase of 60.0% relative to nominal (pre-COVID) 2019 levels.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Loan #2: Cliffs hotel and spa
The following table presents certain information relating to the primary competition for the Cliffs Hotel and Spa Property:
Competitive Set
Property | Number of | Year |
Cliffs Hotel and Spa | 162 | 1986 |
Competitive Set(1) | ||
SeaCrest Oceanfront Hotel | 158 | 1960 |
Autograph Collection Vespera ON OCEAN | 124 | 2019 |
Inn at The Pier | 104 | 2017 |
Shore Cliff Hotel | 100 | 1970 |
Hotel San Luis Obispo | 78 | 2019 |
Sandcastle Hotel on the Beach | 75 | 1986 |
Hotel Cerro | 65 | 2020 |
The Inn At The Cove | 52 | 1986 |
Sea Venture Resort | 50 | 1984 |
(1) | Source: Appraisal. |
■ | The Borrower. The borrower is Cliffs Resort LLC, a California limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Cliffs Hotel and Spa Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor under the Cliffs Hotel and Spa Mortgage Loan is John G. King. |
■ | Escrows. At loan origination, the borrower deposited $34,152.76 into a tax reserve. |
Tax Reserve - On each due date, the borrower is required to fund 1/12 of the taxes that the lender reasonably estimates will be payable over the next-ensuing 12-month period (initially estimated to be $17,076.38).
Insurance Reserve - On each due date, the borrower is required to fund 1/12 of the insurance premiums that the lender reasonably estimates will be payable over the next-ensuing 12-month period; provided, however, such insurance reserve can be conditionally waived so long as no event of default is continuing and either (i) the borrower maintains a blanket policy meeting the requirements of the Cliffs Hotel and Spa Mortgage Loan documents or (ii) (a) the required premiums are paid through a premium financing program in accordance with certain conditions set forth in the Cliffs Hotel and Spa Mortgage Loan documents and (b) the borrower maintains a reserve with the lender in an amount equal to two months of the premiums paid pursuant to the premium financing program.
FF&E Reserve - The borrower is required to fund a reserve for capital expenditures, including furniture, fixtures and equipment, in an amount equal to (i) for the due dates in June 2022 through and including March 2023, approximately $76,706 and (ii) thereafter for each twelve month period from April through March of the following calendar year, the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement (if applicable) or (b) 1/12th of 4% of the operating income of the Cliffs Hotel and Spa Property as of the end of each calendar year based on the quarterly financial statements to be delivered to the lender in accordance with the Cliffs Hotel and Spa Mortgage Loan documents.
Lockbox and Cash Management. The Cliffs Hotel and Spa Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the commencement of an initial Cliffs Hotel and Spa Trigger Period (as defined below) or the occurrence of an event of default under the Cliffs Hotel and Spa Mortgage Loan, the lender may deliver notices prepared by the borrower to each applicable credit card company or credit card clearing bank directing them to remit all payments to a lender-controlled lockbox account, and the borrower is required to cause all cash revenues relating to the Cliffs Hotel and Spa Property and all other money received by the borrower or the property manager with respect to the Cliffs Hotel and Spa Property (other than tenant security deposits) to be deposited into such lockbox account or a lender-controlled cash management account (to the extent there is a continuing Cliffs Hotel and Spa Trigger Period or event of default under the Cliffs Hotel and Spa Mortgage Loan) by the end of the first business day of receipt thereof. To the extent there is no Cliffs Hotel and Spa Trigger Period or event of default under the Cliffs Hotel and Spa Mortgage Loan continuing, all amounts in the lockbox account are required to be swept into a borrower-controlled operating account. To the extent that a Cliffs Hotel and Spa Trigger Period or event of default under the Cliffs Hotel and Spa Mortgage Loan is continuing, all amounts in the lockbox account are required to be swept into the lender-controlled cash management account.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
54
Loan #2: Cliffs hotel and spa
During the continuance of a Cliffs Hotel and Spa Trigger Period (or an event of default under the Cliffs Hotel and Spa Mortgage Loan at the lender’s election), all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the Cliffs Hotel and Spa Mortgage Loan.
A “Cliffs Hotel and Spa Trigger Period” means each period (a)(i) commencing when the debt service coverage ratio (as calculated under the Cliffs Hotel and Spa Mortgage Loan documents), determined at the end of any fiscal quarter, is less than 1.35x, and (ii) ending when the debt service coverage ratio (as calculated under the Cliffs Hotel and Spa Mortgage Loan documents), determined at the end of each of two consecutive fiscal quarters thereafter, is equal to or greater than 1.35x, and (b) (i) commencing if the financial reports required under the Cliffs Hotel and Spa Mortgage Loan documents are not delivered to the lender as and when required, subject to applicable notice and cure periods and (ii) ending when such reports are delivered and they indicate, in fact, that no Cliffs Hotel and Spa Trigger Period is ongoing pursuant to clause (a) above.
■ | Property Management. The Cliffs Hotel and Spa Property is managed by Coastal Hospitality Corp., an affiliate of the related borrower sponsor. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not Permitted. |
■ | Release of Collateral. Not Permitted. |
■ | Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the Cliffs Hotel and Spa Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA or a subsequent statute is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
55
LOAN #3: 79 fifth avenue
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
56
LOAN #3: 79 fifth avenue
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
57
LOAN #3: 79 fifth avenue
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
58
LOAN #3: 79 fifth avenue
Mortgaged Property Information | Mortgage Loan Information | ||||||||||||
Number of Mortgaged Properties | 1 | Loan Seller | CREFI | ||||||||||
Location (City / State) | New York / New York | Cut-off Date Balance(2) | $50,000,000 | ||||||||||
Property Type | Office | Cut-off Date Balance per SF(1) | $694.14 | ||||||||||
Size (SF) | 345,751 | Percentage of Initial Pool Balance | 7.9% | ||||||||||
Total Occupancy as of 2/15/2022 | 100.0% | Number of Related Mortgage Loans | None | ||||||||||
Owned Occupancy as of 2/15/2022 | 100.0% | Type of Security | Fee | ||||||||||
Year Built / Latest Renovation | 1906 / 2016 | Mortgage Rate | 4.92000% | ||||||||||
Appraised Value | $395,000,000 | Original Term to Maturity (Months) | 120 | ||||||||||
Appraisal Date | 2/24/2022 | Original Amortization Term (Months) | NAP | ||||||||||
Borrower Sponsors | Albert Kalimian | Original Interest Only Period (Months) | 120 | ||||||||||
Property Management | AMK Holdings Inc. | First Payment Date | 6/6/2022 | ||||||||||
Maturity Date | 5/6/2032 | ||||||||||||
Underwritten Revenues | $29,320,118 | ||||||||||||
Underwritten Expenses | $9,216,627 | Escrows(3) | |||||||||||
Underwritten Net Operating Income (NOI) | $20,103,491 | Upfront | Monthly | ||||||||||
Underwritten Net Cash Flow (NCF) | $19,331,988 | Taxes | $2,815,969 | $469,328 | |||||||||
Cut-off Date LTV Ratio(1) | 60.8% | Insurance | $0 | Springing | |||||||||
Maturity Date LTV Ratio(1) | 60.8% | Replacement Reserve(4) | $0 | $5,763 | |||||||||
DSCR Based on Underwritten NOI / NCF(1) | 1.68x / 1.61x | TI / LC(5) | $1,000,000 | $57,760 | |||||||||
Debt Yield Based on Underwritten NOI / NCF(1) | 8.4% / 8.1% | Other | $0 | $0 | |||||||||
Sources and Uses | |||||||||||||
Sources | $ | % | Uses | $ | % | ||||||||
Whole Loan Amount | $240,000,000 | 63.1% | Purchase Price(6) | $369,000,000 | 97.0% | ||||||||
Sponsor Equity | 140,365,945 | 36.9 | Closing Costs | 7,549,977 | 2.0 | ||||||||
Upfront Reserves | 3,815,969 | 1.0 | |||||||||||
Total Sources | $380,365,945 | 100.0% | Total Uses | $380,365,945 | 100.0% | ||||||||
(1) | Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the 79 Fifth Avenue Whole Loan (as defined below). |
(2) | The 79 Fifth Avenue Mortgage Loan (as defined below) is part of the 79 Fifth Avenue Whole Loan (as defined below) with an original aggregate principal balance of $240,000,000. |
(3) | See “—Escrows” section below. |
(4) | Replacement reserve is subject to a cap equal to approximately $207,468. |
(5) | TI/LC reserve is subject to a cap equal to approximately $3,500,000. |
(6) | The 79 Fifth Avenue Property (as defined below) was recapitalized at a price of $369,000,000. At origination the borrower sponsor bought out the equity partners’ 75% interest and paid off prior debt of $62,053,414. |
■ | The Mortgage Loan. The mortgage loan (the “79 Fifth Avenue Mortgage Loan”) is part of a whole loan (the “79 Fifth Avenue Whole Loan”) consisting of ten pari passu promissory notes in the aggregate outstanding principal balance of $240,000,000 and is secured by a first mortgage encumbering the borrowers’ fee interest in a 345,751 SF office property, which includes 28,345 SF of ground floor retail, in New York, New York (the “79 Fifth Avenue Property”). The 79 Fifth Avenue Mortgage Loan, evidenced by the controlling Note A-1-1, has an outstanding principal balance as of the Cut-off Date of $50,000,000 and represents approximately 7.9% of the Initial Pool Balance. The non-controlling notes A-1-2, A-1-3, A-2-1, A-2-2, A-2-3-1, A-2-3-2, A-3-1, A-3-2, A-3-3 had an original principal balance and have an outstanding balance as of the Cut-off Date of $190,000,000. The 79 Fifth Avenue Whole Loan was co-originated by Citi Real Estate Funding Inc. (“CREFI”), Wells Fargo Bank, National Association (“WFB”) and JPMorgan Chase Bank, National Association (“JPMCB”). The 79 Fifth Avenue Whole Loan has an interest rate of 4.92000% per annum. The proceeds of the 79 Fifth Avenue Mortgage Loan were used to recapitalize of the 79 Fifth Avenue Property, fund upfront reserves and pay origination costs. |
The 79 Fifth Avenue Whole Loan has an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The 79 Fifth Avenue Whole Loan requires payments of interest only for the entire term of the 79 Fifth Avenue Whole Loan. The stated maturity date of the 79 Fifth Avenue Whole Loan is the payment date in May 2032.
Voluntary prepayment of the 79 Fifth Avenue Whole Loan is prohibited prior to the due date occurring in January 2032. Defeasance of the 79 Fifth Avenue Whole Loan in whole (but not in part) is permitted at any time after the earlier of (i) April 29, 2026 and (ii) the second anniversary of the closing date of the securitization that includes the last note of the 79 Fifth Avenue Whole Loan to be securitized.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
59
LOAN #3: 79 fifth avenue
The table below summarizes the promissory notes that comprise the 79 Fifth Avenue Whole Loan. The relationship between the holders of the 79 Fifth Avenue Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Note Holder | Controlling Piece |
A-1-1 | $50,000,000 | $50,000,000 | CGCMT 2022-GC48 | Yes |
A-1-2, A-1-3 | 46,000,000 | 46,000,000 | CREFI(1) | No |
A-2-1, A-2-3-2 | 71,000,000 | 71,000,000 | BANK 2022-BNK42 | No |
A-2-2, A-2-3-1 | 25,000,000 | 25,000,000 | WFB(1) | No |
A-3-1, A-3-2, A-3-3 | 48,000,000 | 48,000,000 | JPMCB(1) | No |
Whole Loan | $240,000,000 | $240,000,000 |
(1) | Expected to be contributed to one or more future securitization transactions. |
■ | The Mortgaged Property. The 79 Fifth Avenue Property consists of an 18-story office building totaling 345,751 SF, which includes 28,345 SF of ground floor retail space located in New York, New York. The property, which sits on 0.4 acre parcel of land, was built in 1906 and renovated in 2016. According to the appraisal, the borrowers provided a $9.4 million capital improvement budget, which included landlord work on floors 2 through 4, new lot line windows on floors 2 through 4, sidewalk vault repairs, and general base building enhancements. As of February 24, 2022, there was $3.3 million of outstanding renovation costs. The 79 Fifth Avenue Property features a lobby with marble finishes and vaulted ceilings, functional, rectangular shaped floor plates and views of the surrounding Manhattan skyline. The retail units have frontage and visibility along Fifth Avenue with floor to ceiling glass storefronts. Five of the tenants (or their parent company), comprising 98.1% NRA and 96.6% of underwritten base rent, are investment grade rated. As of February 15, 2022, the property is 100% leased to six tenants and, according to a third party market research report, has averaged 96.4% occupancy from 2011 through 2021. |
The largest tenant based on underwritten base rent is The New School (212,800 SF, 61.5% of NRA, 51.7% of UW Base Rent). The New School is a private research university in New York City. Founded in 1919, the university has grown to five colleges with courses in emerging social sciences, international affairs, liberal arts, history, and philosophy as well as art, design, management and performing arts. In 2021, The New School generated $319.1 million in operating revenue and, similar to other private universities, did not receive significant funding from the federal or state government. According to a third party report, The New School achieved record enrollment with 10,168 students in 2021. The New School has been at the property since 2004, has expanded multiple times and currently occupies 12 floors (5 through 12, 16 through 18, and ground floor and basement space). The New School has two, 10-year renewal options and no termination options. There is currently ongoing arbitration between The New School and the borrowers. Between 2017 and 2021, an administrative error occurred whereby The New School was not charged its contractual rental increases. The landlord and tenant are expected to attend mediation over the back rent and rent escalations in Spring 2022. Underwritten base rent is based on the lower amount currently being paid by The New School. In the event the borrowers are successful in the arbitration, The New School’s base rent would increase by approximately $1.3 million annually. See “Description of the Mortgage Pool—Litigation and Other Legal Considerations” in the Preliminary Prospectus.
The second largest tenant based on underwritten base rent is CapGemini America, Inc. (“CapGemini”) (64,500 SF, 18.7% of NRA, 20.7% of UW Base Rent). CapGemini is a French multinational information technology services and consulting company. Headquartered in Paris, France, the company was founded in 1967 as an enterprise management and data processing company and launched US operations in 1981 following the acquisition of DASD Corporation. Today, CapGemini operates in 42 countries and reported 2021 revenues of €18,160 million, a 14.6% increase over 2020. CapGemini has been at the property since 2016 and currently occupies floors 2 through 4. The lease for the second and third floor space (collectively 43,000 SF) expires on September 30, 2027, and the lease on the fourth floor (21,500 SF) expires on January 31, 2027. CapGemini has one, 5-year renewal option on all of their space. CapGemini may terminate its lease with respect to the second and third floors at any time after October 13, 2024 upon at least 12 months’ notice and payment of a termination fee of approximately $3,065,866.
The third largest tenant based on underwritten base rent is Hulu, LLC (“Hulu”) (40,106 SF, 11.6% of NRA: 12.9% of UW Base Rent). Hulu is an American streaming platform that launched in 2007 and offers a library of films and television series. Hulu is majority owned by The Walt Disney Company with NBCUniversal holding a minority stake. For the year ended September 2021, Hulu reported $2.1 billion in ad revenue. Hulu has been at the property since 2014, doubled its space in 2018 and currently occupies the 14th and 15th floors. Hulu has one, 5-year renewal option and no termination options.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #3: 79 fifth avenue
■ | COVID-19 Update. As of May 5, 2022, the 79 Fifth Avenue Property is open and operational and there were no outstanding rent relief requests. The first payment date of the 79 Fifth Avenue Mortgage Loan is June 6, 2022. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and May Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus. |
The following table presents certain information relating to the tenants at the 79 Fifth Avenue Property:
Largest Tenants Based on Underwritten Based Rent(1)
Tenant Name | Credit Rating | Tenant | % of | UW Base | % of Total | UW Base | Lease | Renewal / | |
The New School | NR/A3/NR | 212,800(4) | 61.5% | $13,622,601 | 51.7% | $64.02 | 6/30/2030 | 2, 10-year options | |
CapGemini(5) | NR/NR/BBB | 64,500 | 18.7 | 5,460,117 | 20.7 | $84.65 | Various(6) | 1, 5-year option | |
Hulu | A-/A2/BBB+ | 40,106 | 11.6 | 3,408,977 | 12.9 | $85.00 | 5/31/2025 | 1, 5-year option | |
Citibank, N.A. | A+/Aa3/A+ | 14,872 | 4.3 | 750,000 | 2.8 | $50.43 | 4/30/2028 | 2, 5-year options | |
Coach Inc | NR/Baa2/BBB- | 7,073 | 2.0 | 2,205,067 | 8.4 | $311.76 | 1/31/2024(7) | NAP | |
Free People | NR/NR/NR | 6,400 | 1.9 | 900,407 | 3.4 | $140.69 | 4/30/2023 | 1, 5-year option | |
Total Occupied | 345,751 | 100.0% | $26,347,169 | 100.0% | $76.20 | ||||
Remaining Tenants | 0 | 0.0 | 0 | 0.0 | 0.00 | ||||
Vacant | 0 | 0.0 | NAP | NAP | NAP | ||||
Total | 345,751 | 100.0% | $26,347,169 | 100.0% | $76.20 |
(1) | Based on the underwritten rent roll dated February 15, 2022. |
(2) | Credit Ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include straight-line rent averaging for certain investment grade tenants (The New School and CapGemini) through lease maturity totaling $2,450,889 and contractual rent steps through February 2023 totaling $157,294. See “Underwritten Net Cash Flow” below. |
(4) | The New School currently subleases a portion of the 18th floor totaling 8,820 SF (2.6% of NRA; 4.1% of The New School NRA) to Gene Kaufman Architect, P.C. |
(5) | CapGemini may terminate its lease with respect to the second and third floors any time after October 13, 2024 upon at least 12 months’ notice and payment of a termination fee of approximately $3,065,866. |
(6) | CapGemini’s lease with respect to the fourth floor (21,500 SF) expires on January 31, 2027, and with respect to the second and third floors (43,000 SF) expires on September 30, 2027. |
(7) | Coach Inc. is expected to vacate at lease expiration. |
The following table presents certain information relating to the lease rollover schedule at 79 Fifth Avenue Property, based on the initial lease expiration date:
Lease Expiration Schedule(1)(2)
Year Ending | Expiring | % of | Cumulative % of | UW Base Rent(3) | % of Total | UW Base Rent | # of Expiring | |
MTM | 0 | 0.0% | 0.0% | $0 | 0.0% | $0.00 | 0 | |
2022 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2023 | 6,400 | 1.9 | 1.9% | 900,407 | 3.4 | $140.69 | 1 | |
2024(3) | 7,073 | 2.0 | 3.9% | 2,205,067 | 8.4 | $311.76 | 1 | |
2025(3) | 40,106 | 11.6 | 15.5% | 3,408,977 | 12.9 | $85.00 | 1 | |
2026 | 0 | 0.0 | 15.5% | 0 | 0.0 | $0.00 | 0 | |
2027 | 64,500 | 18.7 | 34.2% | 5,460,117 | 20.7 | $84.65 | 2 | |
2028 | 14,872 | 4.3 | 38.5% | 750000 | 2.8 | $50.43 | 1 | |
2029 | 0 | 0.0 | 38.5% | 0 | 0.0 | $0.00 | 0 | |
2030 | 212,800 | 61.5 | 100.0% | 13622601 | 51.7 | $64.02 | 1 | |
2031 | 0 | 0.0 | 100.0% | 0 | 0.0 | $0.00 | 0 | |
2032 & Thereafter | 0 | 0.0 | 100.0% | 0 | 0.0 | $0.00 | 0 | |
Vacant | 0 | 0.0 | 100.0% | NAP | NAP | NAP | NAP | |
Total / Wtd. Avg. | 345,751 | 100.0% | $26,347,169 | 100.0% | $76.20 | 7 |
(1) | Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in this rollover schedule. |
(2) | Based on the underwritten rent roll dated February 15, 2022. |
(3) | UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include straight-line rent averaging for certain investment grade tenants (The New School and CapGemini) through lease maturity totaling $2,450,889 and contractual rent steps through February 2023 totaling $157,294. |
The following table presents certain information relating to historical leasing at the 79 Fifth Avenue Property:
Historical Leased %(1)
12/31/2019 | 12/31/2020 | 12/31/2021 | As of 2/15/2022(2) |
100.0% | 100.0% | 100.0% | 100.0% |
(1) | Historical occupancies are as of December 31 of each respective year. |
(2) | Based on the underwritten rent roll dated February 15, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #3: 79 fifth avenue
■ | 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 79 Fifth Avenue Property: |
Cash Flow Analysis(1)
2019 | 2020 | 2021 | Underwritten | Underwritten $ per SF | |
Base Rent | $21,523,248 | $21,892,938 | $22,660,998 | $23,738,986 | $68.66 |
Contractual Rent Steps(2) | 0 | 0 | 0 | 2,608,183 | $7.54 |
Total Reimbursements | 3,688,603 | 3,730,411 | 4,273,141 | 4,516,113 | $13.06 |
Other Income(3) | 158,823 | 54,402 | 0 | 0 | $0.00 |
Gross Potential Rent | $25,370,674 | $25,677,751 | $26,934,139 | $30,863,283 | $89.26 |
Vacancy & Credit Loss | 0 | 0 | 0 | (1,543,164) | ($4.46) |
Effective Gross Income | $25,370,674 | $25,677,751 | $26,934,139 | $29,320,118 | $84.80 |
Real Estate Taxes | 5,138,406 | 5,634,523 | 5,363,749 | 6,027,230 | $17.43 |
Insurance | 196,714 | 206,760 | 255,873 | 250,673 | $0.73 |
Management Fee | 761,120 | 770,333 | 808,024 | 879,604 | $2.54 |
Other Operating Expenses | 2,188,915 | 1,905,325 | 2,144,312 | 2,059,120 | $5.96 |
Total Expenses | $8,285,155 | $8,516,941 | $8,571,958 | $9,216,627 | $26.66 |
Net Operating Income | $17,085,519 | $17,160,810 | $18,362,181 | $20,103,491 | $58.14 |
Replacement Reserves | 0 | 0 | 0 | 78,388 | $0.23 |
TI / LC | 0 | 0 | 0 | 693,116 | $2.00 |
Net Cash Flow | $17,085,519 | $17,160,810 | $18,362,181 | $19,331,988 | $55.91 |
Occupancy(4) | 100.0% | 100.0% | 100.0% | 95.0% | |
NOI Debt Yield (5) | 7.1% | 7.2% | 7.7% | 8.4% | |
NCF DSCR (5) | 1.43x | 1.43x | 1.53x | 1.61x |
(1) | Based on the underwritten rent roll dated February 15, 2022. |
(2) | Contractual Rent Steps include straight-line rent averaging for certain investment grade tenants (The New School and CapGemini) through lease maturity totaling $2,450,889 and contractual rent steps through February 2023 totaling $157,294. |
(3) | Other Income includes items such as parking income, HVAC after-hours income, and miscellaneous operating income. |
(4) | Underwritten Occupancy is based on the economic occupancy. |
(5) | Calculated based on the 79 Fifth Avenue Whole Loan. |
■ | Appraisal. According to the appraisal, the 79 Fifth Avenue Property has an “as is” appraised value of $395,000,000 as of February 24, 2022. |
■ | Environmental Matters. According to the Phase I environmental report, dated March 1, 2022, there are no recognized environmental conditions or recommendations for further action at the 79 Fifth Avenue Property. |
■ | Market Overview and Competition. 79 Fifth Avenue Property is situated in the Flatiron neighborhood of New York, New York and is bordered by Park Avenue South to the east, Sixth Avenue to the west, 15th Street to the north and 13th Street to the south. The property is located directly west of Union Square and is three blocks northwest of the Union Square subway station, which services the L, N, Q, R, W, 4, 5, and 6 lines. |
According to a third party market research report, the property is located in the Gramercy Park office submarket of the New York City market. As of April 2022, the Gramercy Park submarket reported total inventory of approximately 28.5 million SF with a 10.3% vacancy rate and average asking rent of $72.08 PSF. The appraiser concluded to a market rent for the office space at the 79 Fifth Avenue Property of $80.00 PSF for floors 2 to 10, $85.00 PSF for floors 11 to 15, and $90.00 PSF for floors 16 to 18, all on a modified gross basis.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #3: 79 fifth avenue
The following table presents certain information relating to the appraisal’s market rent conclusions for the 79 Fifth Avenue Property:
Market Rent Summary(1) | |||||||
Property Name | Office Floors 2-10 | Office Floors 11-15 | Office Floors 16-18 | Retail Corner | Retail Fifth Avenue Large | Retail Fifth Avenue Small | Retail Lower |
Market Rent (PSF) | $80.00 | $85.00 | $90.00 | $275.00 | $175.00 | $225.00 | $50.00 |
Lease Term (Years) | 10 | 10 | 10 | 10 | 10 | 10 | 10 |
Lease Type | MG | MG | MG | MG | MG | MG | Gross |
Rent Increase Projection | 2% / annually $5 PSF in year 5
| 2% / annually $5 PSF in year 5
| 2% / annually $5 PSF in year 5
| 3% / annually | 3% / annually | 3% / annually | 3% / annually |
(1) | Source: Appraisal. |
The following table presents information relating to comparable office property sales for the 79 Fifth Avenue Property:
Comparable Sales Summary(1) | ||||||
Property Name/Location | Sale Date | Year Built/Renovated | Total NRA (SF) | Occupancy | Sale Price | Sale Price PSF |
79 Fifth Avenue New York, NY | N/A | 1906/2016 | 345,751(2) | 100.0%(2) | NAP | NAP |
475 Fifth Avenue New York, NY | Dec-2021 | 1965/2017 | 276,000 | 97.0% | $299,460,000 | $1,085.00 |
375 West Broadway New York, NY | Feb-2022 | 1863/2014 | 76,605 | 100.0% | $130,000,000 | $1,697.02 |
11 Madison Park North New York, NY | Apr-2021 | 1913/NAP | 260,140 | 90.1% | $275,000,000 | $1,057.12 |
315 Park Avenue South New York, NY | Dec-2021 | 1910/2016 | 332,614 | 97.3% | $361,700,000 | $1,087.45 |
245-249 West 17th Street New York, NY | Dec-2021 | 1902-1909/2016 | 281,253 | 98.7% | $389,200,000 | $1,383.81 |
218 West 18th Street New York, NY | Dec-2021 | 1912/2009 | 165,255 | 100.0% | $170,000,000 | $1,028.71 |
635-641 Avenue of the Americas New York, NY | Jun-2021 | 1902/2015 | 273,983 | 94.0% | $325,000,000 | $1,186.20 |
1375 Broadway New York, NY | Jul-2020 | 1927/NAP | 518,578 | 100.0% | $435,000,000 | $838.83 |
(1) | Source: Appraisal. |
(2) | Based on Underwritten Rent Roll dated February 15, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #3: 79 fifth avenue
The following table presents information relating to comparable office properties for the 79 Fifth Avenue Property:
Comparable Office Properties Summary(1) | ||||||
Property Name/Location | Office Area | Year Built/Renovated | Stories | Sublease SF Available | % Occupied (Direct) | Average Asking Rent |
79 Fifth Avenue New York, NY | 317,406(2) | 1906/2016 | 18 | - | 100.0%(2) | $70.86(2)(3) |
55 Fifth Avenue New York, NY | 270,685 | 1926/NAP | 19 | 0 | 94.1% | $90.00 |
71 Fifth Avenue New York, NY | 165,000 | 1907/NAP | 11 | 0 | 91.0% | $90.00 |
80 Fifth Avenue New York, NY | 132,000 | 1908/NAP | 18 | 0 | 100.0% | NAP |
90 Fifth Avenue New York, NY | 138,211 | 1903/NAP | 11 | 0 | 100.0% | NAP |
91 Fifth Avenue New York, NY | 61,500 | 1894/NAP | 8 | 0 | 87.0% | $68.00 |
100-104 Fifth Avenue New York, NY | 305,000 | 1905/NAP | 20 | 42,807 | 93.7% | $75.00 |
110 Fifth Avenue New York, NY | 200,378 | 1890/NAP | 11 | 0 | 100.0% | NAP |
111 Fifth Avenue New York, NY | 234,700 | 1877/NAP | 13 | 0 | 100.0% | NAP |
114-116 Fifth Avenue New York, NY | 351,666 | 1910/NAP | 19 | 0 | 100.0% | NAP |
122 Fifth Avenue New York NY | 294,730 | 1900/NAP | 10 | 0 | 75.0% | $100.00 |
(1) | Source: Appraisal. |
(2) | Based on Underwritten Rent Roll dated February 15, 2022. |
(3) | Represents Underwritten Base Rent per SF. |
■ | The Borrowers. The borrowers comprise three tenants in common, AK 79 Fifth LLC, SAK 79 Fifth LLC, and DAK 79 Fifth LLC, each a Delaware limited liability company and single purpose entity with one independent director. The borrower sponsor and nonrecourse carveout guarantor is Albert Kalimian. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 79 Fifth Avenue Whole Loan. |
Albert Kalimian owns Kalimian Properties, a fully integrated privately held real estate investment firm with ownership interests in 10 commercial and multifamily properties in Manhattan, New York. Albert Kalimian had a 25% ownership stake in the property and is using the loan proceeds to buy out his equity partners to increase his ownership share to 100%.
■ | Escrows. At origination of the 79 Fifth Avenue Whole Loan, the borrowers deposited approximately (i) $2,815,969 into a real estate tax reserve account and (ii) $1,000,000 into a TI/LC reserve account. |
Tax Reserve. The borrowers are required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender reasonably estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $469,328).
Insurance Reserve. The borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, such insurance reserve has been conditionally waived so long as the borrowers maintain a blanket policy meeting the requirements of the 79 Fifth Avenue Whole Loan documents.
Replacement Reserve. The borrowers are required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $5,763; provided, however, the borrowers will not be required to make such monthly deposit into the replacement reserve so long as the amount then on deposit in the replacement reserve account equals or exceeds $207,468. The borrowers may substitute a letter of credit for all or any portion of funds on deposit in the replacement reserve account, which letter of credit will be increased by the borrowers in lieu of making the required monthly deposits into such reserve account.
TI / LC Reserve. The borrowers are required to deposit into a tenant improvement and leasing commissions reserve, on a monthly basis, an amount equal to approximately $57,760; provided, however, the borrowers will not be required to make such monthly deposit into the tenant improvement and leasing reserve so long as the amount then on deposit in the tenant improvements and leasing commissions reserve account equals or exceeds $3,500,000. The borrowers may substitute a letter of credit for all or any portion of funds on deposit in the tenant
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #3: 79 fifth avenue
improvement and leasing commissions account, which letter of credit will be increased by the borrowers in lieu of making the required monthly deposits into such reserve account.
■ | Lockbox and Cash Management. The 79 Fifth Avenue Whole Loan is structured with a hard lockbox and springing cash management. At origination of the 79 Fifth Avenue Whole Loan, the borrowers were required to deliver a notice to each tenant directing each tenant to remit all payments under the applicable lease directly to the lender-controlled lockbox. All funds received by borrowers or the property manager are required to be deposited in a lockbox account immediately following receipt. All funds deposited into the lockbox are required to be released to the borrowers on each business day unless a Trigger Period (as defined below) exists. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with the 79 Fifth Avenue Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 79 Fifth Avenue Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 79 Fifth Avenue Whole Loan. Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrowers. Upon an event of default under the 79 Fifth Avenue Whole Loan documents, the lender will apply funds to the debt in such priority as it may determine. |
A “Trigger Period” means a period (A) commencing upon (i) the occurrence of an event of default under the 79 Fifth Avenue Whole Loan loan documents, (ii) the debt service coverage ratio falling below 1.15x (tested on a hypothetical 30-year amortization basis), or (iii) the occurrence and continuance of Specified Tenant Trigger Period (as defined below); and (B) expiring upon (x) with regard to clause (i), the cure of such event of default or waiver thereof by the lender, (y) with regard to clause (ii), the debt service coverage ratio being above 1.15x (tested on a hypothetical 30-year amortization basis) for 2 consecutive calendar quarters, or (z) with regard to clause (iii), a Specified Tenant Trigger Period ceasing to exist. Notwithstanding the foregoing, the failure to maintain a debt service coverage ratio of at least 1.15x will not result in a Trigger Period if, within 15 days of the borrowers’ receipt of notice of the Trigger Period caused in connection with clause (ii), the borrowers make a deposit into a reserve account held by the lender or deliver a letter of credit, in either case in an amount which, if deducted from the outstanding principal balance of the 79 Fifth Avenue Whole Loan, would cause the debt service coverage ratio to be at least 1.15x (tested on a hypothetical 30-year amortization basis).
A “Specified Tenant” means, as applicable, (i) The New School, (ii) any guarantor(s) of the applicable related Specified Tenant Lease(s), and (iii) any replacement tenant for a Specified Tenant that leases 107,500 square feet or more at the 79 Fifth Avenue Property.
A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant being in monetary or material non-monetary default under the applicable Specified Tenant Lease, in each case, beyond applicable notice, grace and cure periods (provided that the existing rent dispute between the borrowers and The New School as described in an estoppel certificate provided by The New School will not be deemed a default by The New School for the purposes of commencing a Specified Tenant Trigger Period; and provided further that a Specified Tenant will be deemed to be in default under this clause (i) if The New School fails to deliver a letter of credit when and as required under such tenant’s lease), (ii) a Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant Space (or applicable portion thereof), (iii) any termination or cancellation of any Specified Tenant Lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant Lease failing to otherwise be in full force and effect, (iv) any bankruptcy or similar insolvency of Specified Tenant, and (v) Specified Tenant failing to extend or renew the applicable Specified Tenant Lease on or prior to June 30, 2028 in accordance with the applicable terms and conditions thereof and hereof for the applicable Specified Tenant Renewal Term; and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to the lender (which such evidence shall include, without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance reasonably acceptable to the lender) of (1) the satisfaction of the Specified Tenant Cure Conditions or (2) the borrowers leasing the entire Specified Tenant Space (or applicable portion thereof) in accordance with the applicable terms and conditions of the 79 Fifth Avenue Whole Loan documents, and the applicable tenant under such lease occupying the space demised under its lease and paying the full amount of the rent due under the applicable lease.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #3: 79 fifth avenue
The “Specified Tenant Cure Conditions” means (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant Lease, (ii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect, (iii) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant Lease in accordance with clause (v) of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance with the terms of such lease and of the 79 Fifth Avenue Whole Loan documents for the applicable Specified Tenant Renewal Term, (iv) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant Lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant Lease pursuant to final, non-appealable order of a court of competent jurisdiction, and (v) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant Lease.
A “Specified Tenant Renewal Term” means five years.
A “Specified Tenant Space” means the entirety of that portion of the 79 Fifth Avenue Property demised as of the date hereof to the initial Specified Tenant pursuant to The New School’s lease.
A “Specified Tenant Lease” means collectively and/or individually (as the context requires), each lease at the 79 Fifth Avenue Property with Specified Tenant (including, without limitation, any guaranty or similar instrument furnished thereunder), as the same may have been or may hereafter be amended, restated, extended, renewed, replaced and/or otherwise modified.
■ | Property Management. The 79 Fifth Avenue Property is managed by AMK Holdings Inc., a Delaware corporation, an affiliate of the borrowers. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not Permitted. |
■ | Release of Collateral. Not Permitted. |
■ | Terrorism Insurance. The 79 Fifth Avenue Whole Loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the 79 Fifth Avenue 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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #4: SUNBELT OFFICE PORTFOLIO
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #4: SUNBELT OFFICE PORTFOLIO
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #4: SUNBELT OFFICE PORTFOLIO
Mortgaged Property Information | Mortgage Loan Information | ||||
Number of Mortgaged Properties | 3 | Loan Seller | CREFI | ||
Location (City / State)(1) | Various | Cut-off Date Balance | $42,955,691 | ||
Property Type(1) | Office | Cut-off Date Balance per SF | $88.44 | ||
Size (SF) | 485,687 | Percentage of Initial Pool Balance | 6.8% | ||
Total Occupancy(2) | 79.3% | Number of Related Mortgage Loans | None | ||
Owned Occupancy(2) | 79.3% | Type of Security | Various | ||
Year Built / Latest Renovation(1) | Various / Various | Mortgage Rate | 5.13000% | ||
Appraised Value(1) | $65,500,000 | Original Term to Maturity (Months) | 120 | ||
Appraisal Date | Various | Original Amortization Term (Months) | 360 | ||
Borrower Sponsor | Olymbec USA LLC | Original Interest Only Period (Months) | NAP | ||
Property Management | Self-Managed | First Payment Date | 6/6/2022 | ||
Maturity Date | 5/6/2032 | ||||
Underwritten Revenues | $7,721,159 | ||||
Underwritten Expenses | $2,998,968 | Escrows(3) | |||
Underwritten Net Operating Income (NOI) | $4,722,191 | Upfront | Monthly | ||
Underwritten Net Cash Flow (NCF) | $4,241,646 | Taxes | $207,320 | $41,464 | |
Cut-off Date LTV Ratio | 65.6% | Insurance | $29,480 | $7,370 | |
Maturity Date LTV Ratio | 54.2% | Replacement Reserve | $0 | $9,714 | |
DSCR Based on Underwritten NOI / NCF | 1.68x / 1.51x | TI/LC(4) | $2,500,000 | $50,592 | |
Debt Yield Based on Underwritten NOI / NCF | 11.0% / 9.9% | Other(5) | $5,244,061 | $0 | |
Sources and Uses | |||||
Sources | $ | % | Uses | $ | % |
Loan Amount | $43,000,000 | 100.0% | Loan Payoff | $25,136,650 | 58.5% |
Return of Equity | 9,320,452 | 21.7 | |||
Upfront Reserves | 7,980,861 | 18.6 | |||
Closing Costs | 562,037 | 1.3 | |||
Total Sources | $43,000,000 | 100.0% | Total Uses | $43,000,000 | 100.0% |
(1) | See the “Portfolio Summary” chart below for the Location, Property Type, Year Built / Latest Renovation and Appraised Values of the individual Sunbelt Office Portfolio Properties (as defined below). |
(2) | Based on the underwritten rent rolls dated March 1, 2022 and March 2, 2022. |
(3) | See “—Escrows” below. |
(4) | TI/LC is subject to a cap equal to $5,000,000. |
(5) | Upfront other reserve includes (i) an outstanding obligations reserve of $4,656,586 for tenant improvements under the leases for GSA (as defined below), Powers Hill Design, and Flight Memphis, LLC, (ii) a gap rent reserve of approximately $529,225, and (iii) a deferred maintenance reserve of $58,250. |
■ | The Mortgage Loan. The Sunbelt Office Portfolio mortgage loan (the “Sunbelt Office Portfolio Mortgage Loan”) is secured by first mortgage liens encumbering the borrower’s fee simple interests in two office properties and fee simple and leasehold interest (with a joinder of the landlord to mortgage its fee interest) in one office property (each a “Sunbelt Office Portfolio Property” and collectively the “Sunbelt Office Portfolio Properties”) totaling 485,687 SF located in Memphis, Tennessee, Smyrna, Georgia, and Dallas, Texas. The Sunbelt Office Portfolio Mortgage Loan had an original principal balance of $43,000,000 and an outstanding principal balance as of the Cut-off Date of approximately $42,955,691, and represents approximately 6.8% of the Initial Pool Balance. The Sunbelt Office Portfolio Mortgage Loan was originated by Citi Real Estate Funding Inc. on April 28, 2022. The proceeds of the Sunbelt Office Portfolio Mortgage Loan were used to refinance the Sunbelt Office Portfolio Properties, return equity to the borrower sponsor, fund upfront reserves, and pay closing costs. The Sunbelt Office Portfolio Mortgage Loan accrues interest at a fixed 5.13000% per annum. |
The Sunbelt Office Portfolio Mortgage Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Sunbelt Office Portfolio Mortgage Loan requires monthly payments of interest and principal of $234,261.70, sufficient to amortize the loan over a 30-year amortization schedule. The scheduled maturity date of the Sunbelt Office Portfolio Mortgage Loan is the payment date in May 2032. Voluntary prepayment of the Sunbelt Office Portfolio Mortgage Loan is prohibited prior to the open period beginning on the payment date in February 2032. Provided that no event of default under the Sunbelt Office Portfolio Mortgage Loan is continuing, defeasance with direct, noncallable obligations of the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization closing date.
■ | The Mortgaged Properties. The Sunbelt Office Portfolio Properties consist of one 10-story multi-tenant office building located in Memphis, Tennessee (the “80 Monroe Avenue Property”), one four-story multi-tenant office building located in Smyrna, Georgia (the “2400 Herodian Way Property”), and one six-story multi-tenant office building located in Dallas, Texas (the “5720 LBJ Freeway Property”), totaling 485,687 SF in aggregate. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #4: SUNBELT OFFICE PORTFOLIO
The following table presents certain information relating to the individual Sunbelt Office Portfolio Properties:
Portfolio Summary | ||||||||||
Property Name | City | State | Property | Year Built/ | Net | Occupancy(1) | Allocated Cut-off | % of Mortgage Loan Cut-off Date Balance | Appraised | UW NOI |
80 Monroe Avenue | Memphis | Tennessee | Office | 1923/1984 | 204,057 | 91.3% | $22,476,815 | 52.3% | $32,000,000 | $2,696,810 |
2400 Herodian Way | Smyrna | Georgia | Office | 1985/1992 | 152,208 | 81.7% | 11,987,635 | 27.9 | 17,000,000 | 1,360,186 |
5720 LBJ Freeway | Dallas | Texas | Office | 1981/2022 | 129,422 | 57.5% | 8,491,241 | 19.8 | 16,500,000 | 665,195 |
Total / Wtd. Avg. | 485,687 | 79.3% | $42,955,691 | 100.0% | $65,500,000 | $4,722,191 |
(1) | Based on the underwritten rent rolls dated March 1, 2022 and March 2, 2022. |
Built in 1923 and renovated in 1984, the 80 Monroe Avenue Property is a 204,057 SF, 10-story CBD office building located on an approximately 1.00-acre site in Memphis, Tennessee. The 80 Monroe Avenue Property is located in the downtown area of the City of Memphis. Along with interstates 69, 55 and 40, several roadways provide access to the 80 Monroe Avenue Property. The 80 Monroe Avenue Property includes 316 garage parking spaces, resulting in a parking ratio of approximately 1.55 spaces per 1,000 SF. As of March 1, 2022, the 80 Monroe Avenue Property was 91.3% occupied.
Built in 1985 and renovated in 1992, the 2400 Herodian Way Property is a 152,208 SF, four-story suburban office building located on an approximately 5.39-acre site in Smyrna, Georgia. The 2400 Herodian Way Property is located in the northwest area of the City of Smyrna. Interstates 75 and 285 provide access to the 2400 Herodian Way Property, which also provides access to the Atlanta metro area. The 2400 Herodian Way Property includes 523 open and covered parking spaces, resulting in a parking ratio of approximately 3.44 spaces per 1,000 SF. As of March 2, 2022, the 2400 Herodian Way Property was 81.7% occupied.
Built in 1981 and renovated in 2022, the 5720 LBJ Freeway Property is a 129,422 SF, Class B six-story suburban office property located on an approximately 4.46-acre site in Dallas, Texas. Interstate Highway 635 (LBJ Freeway), Dallas Parkway and the Belt Line provide access to the 5720 LBJ Freeway Property, which also provides access to the Dallas metro area. The 5720 LBJ Freeway Property includes 410 parking spaces, resulting in a parking ratio of approximately 3.17 spaces per 1,000 SF. As of March 2, 2022, the 5720 LBJ Freeway Property was 57.5% occupied, and leased to over 25 tenants since Olymbec USA LLC acquired the 5720 LBJ Freeway Property in 2017.
The largest tenant based on underwritten base rent, General Services Administration (“GSA”) (Fitch: AAA | Moody’s: AAA | S&P: AA+) occupies 89,089 SF (18.3% of the portfolio NRA), accounts for 26.6% of the portfolio’s UW Base Rent and leases multiple units as the largest tenant at the 80 Monroe Avenue Property. The GSA provides a range of services at the property including the Memphis Federal Immigration Court, which oversees cases in the states of Tennessee, Arkansas, and Northern Mississippi. Other agencies at the 80 Monroe Avenue Property include the U.S. Immigration and Customs Enforcement and the Executive Office for Immigration Review. The GSA recently signed a lease for an approximately 45,000 SF expansion at the 80 Monroe Avenue Property for a fifteen-year term (subject to GSA’s option to terminate after ten years which is reflected in the underwritten rent roll dated March 1, 2022 ) and one 5-year renewal option, with rent for the expansion space to commence after the borrower completes certain landlord improvements with respect to the expansion space in accordance with the GSA lease.
The second largest tenant based on underwritten base rent, Morgan & Morgan Memphis, LLC (“Morgan & Morgan”) occupies 18,085 SF (3.7% of the portfolio NRA) of the 80 Monroe Avenue Property and comprises 4.9% of the portfolio UW Base Rent, with a current lease term through April 2031. Morgan & Morgan is a national law firm with over 800 attorneys across 49 states. Morgan & Morgan specializes in personal injury law.
The third largest tenant based on underwritten base rent, Construction Managers, Inc. of Goldsboro (“Construction Managers”) occupies 12,022 SF (2.5% of portfolio NRA) of the 2400 Herodian Way Property and comprises 3.3% of the portfolio UW Base Rent. Construction Managers develops and manages government properties for lease. Based in North Carolina, Construction Managers is fully registered with the federal government as a veteran-owned small business. Construction Managers has occupied 2400 Herodian Way since October 2017, with a current lease term through September 2027.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #4: SUNBELT OFFICE PORTFOLIO
■ | COVID-19 Update. As of April 28, 2022, the Sunbelt Office Portfolio Properties are open and operational. No tenants received rent deferrals or abatements due to the COVID 19 pandemic. As of April 28, 2022, the Sunbelt Office Portfolio Mortgage Loan is not subject to any modifications or forbearance requests. The first payment date of the Sunbelt Office Portfolio Mortgage Loan is June 6, 2022. |
The following table presents certain information relating to the tenants at the Sunbelt Office Properties:
Largest Tenants Based on Underwritten Base Rent(1)
Tenant Name | Property Name | Credit Rating (Fitch / MIS / S&P)(2) | Tenant | % of GLA | UW Base Rent(3) | % of Total | UW Base | Lease | Renewal / |
GSA(4) | 80 Monroe Avenue | AAA/AAA/AA+ | 89,089 | 18.3% | $1,777,278 | 26.6% | $19.95 | Various(4) | Various(4) |
Morgan & Morgan Memphis, LLC | 80 Monroe Avenue | NR/NR/NR | 18,085 | 3.7% | 324,626 | 4.9% | 17.95 | 4/30/2031 | 1, 5-year option |
Construction Managers, Inc. of Goldsboro(5) | 2400 Herodian Way | NR/NR/NR | 12,022 | 2.5% | 223,008 | 3.3% | 18.55 | 9/30/2027 | NAP |
American Data Solutions | 2400 Herodian Way | NR/NR/NR | 12,935 | 2.7% | 216,228 | 3.2% | 16.72 | 1/31/2024 | NAP |
Shelby County Government | 80 Monroe Avenue | NR/NR/NR | 12,277 | 2.5% | 181,086 | 2.7% | 14.75 | 6/30/2023 | 1, 2-year option |
Cinergy Entertainment Group, Inc. | 5720 LBJ Freeway | NR/NR/NR | 8,567 | 1.8% | 171,340 | 2.6% | 20.00 | 10/31/2023 | NAP |
Integrated Solutions for Systems, Inc. | 2400 Herodian Way | NR/NR/NR | 9,273 | 1.9% | 153,774 | 2.3% | 16.58 | 7/31/2024 | NAP |
Benchmark Rehabilitation Partners, LLC | 2400 Herodian Way | NR/NR/NR | 7,326 | 1.5% | 135,531 | 2.0% | 18.50 | 9/30/2023 | NAP |
Young & Rubicam LLC | 80 Monroe Avenue | NR/Baa2/BBB | 8,207 | 1.7% | 131,394 | 2.0% | 16.01 | 9/30/2024 | 1, 5-year option |
Webber, LLC | 2400 Herodian Way | BBB/NR/BBB | 6,599 | 1.4% | 112,183 | 1.7% | 17.00 | 1/31/2025 | 2, 3-year options |
Largest Tenants | 184,380 | 38.0% | $3,426,448 | 51.3% | $18.58 | ||||
Remaining Tenants | 200,754 | 41.3% | 3,254,091 | 48.7% | 16.21 | ||||
Total Occupied | 385,134 | 79.3% | $6,680,539 | 100.0% | $17.35 | ||||
Vacant Space | 100,553 | 20.7% | NAP | NAP | NAP | ||||
Total / Wtd. Avg. All Owned Tenants | 485,687 | 100.0% | $6,680,539 | 100.0% | $17.35 |
(1) | Based on the underwritten rent rolls dated March 1, 2022 and March 2, 2022. |
(2) | Credit Ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | UW Base Rent figures are inclusive of straight line average contractual rent steps of $110,656 for GSA and $132,450 for all other tenants through March 1, 2023. |
(4) | GSA leases 2,962 SF of space that expires on May 19, 2027, 65,916 SF of space that expires on May 18, 2031, which has an additional five years of non-firm term, and 20,211 SF that expires August 15, 2031. GSA has the right to terminate its lease with respect to approximately 4.2% of the total GLA space at the Sunbelt Office Portfolio Properties effective any time on or after August 15, 2026 upon at least 90 days’ prior notice. GSA has the right to terminate its lease with respect to at least 9.3% of the total GLA space at the Sunbelt Office Portfolio Properties effective at any time on or after May 18, 2031 upon 120 days’ prior notice. GSA may also exercise one, 5 year renewal option with respect to at least 9.3% of the total GLA space at the Sunbelt Office Portfolio Properties. |
(5) | Construction Managers, Inc. of Goldsboro may terminate its lease after September 30, 2022 at any time in whole or in part by providing at at least 90 days written notice. |
The following table presents certain information relating to the lease rollover schedule at the Sunbelt Office Portfolio Properties, based on the initial lease expiration date:
Lease Expiration Schedule(1)(2)
Year Ending December 31 | Expiring Owned GLA | % of Owned GLA | Cumulative % of Owned GLA | UW Base Rent(3) | % of Total UW Base Rent(3) | UW Base Rent $ per SF(3) | # of Expiring Leases | |||||||
MTM | 2,092 | 0.4% | 0.4% | $28,476 | 0.4% | $13.61 | 3 | |||||||
2022 | 29,483 | 6.1 | 6.5% | 517,131 | 7.7% | $17.54 | 11 | |||||||
2023 | 75,333 | 15.5 | 22.0% | 1,258,752 | 18.8% | $16.71 | 21 | |||||||
2024 | 73,994 | 15.2 | 37.2% | 1,214,284 | 18.2% | $16.41 | 18 | |||||||
2025 | 28,601 | 5.9 | 43.1% | 463,524 | 6.9% | $16.21 | 10 | |||||||
2026 | 18,397 | 3.8 | 46.9% | 299,640 | 4.5% | $16.29 | 7 | |||||||
2027 | 46,352 | 9.5 | 56.5% | 691,259 | 10.3% | $14.91 | 9 | |||||||
2028 | 0 | 0.0 | 56.5% | 0 | 0.0% | $0.00 | 0 | |||||||
2029 | 0 | 0.0 | 56.5% | 0 | 0.0% | $0.00 | 0 | |||||||
2030 | 0 | 0.0 | 56.5% | 0 | 0.0% | $0.00 | 0 | |||||||
2031 | 104,212 | 21.5 | 77.9% | 2,067,815 | 31.0% | $19.84 | 3 | |||||||
2032 & Thereafter | 6,670 | 1.4 | 79.3% | 139,659 | 2.1% | $20.94 | 2 | |||||||
Vacant | 100,553 | 20.7 | 100.0% | NAP | NAP | NAP | NAP | |||||||
Total / Wtd. Avg. | 485,687 | 100.0% | $6,680,539 | 100.0% | $17.35 | 84 |
(1) | Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in this rollover schedule. |
(2) | Based on the underwritten rent rolls dated March 1, 2022 and March 2, 2022. |
(3) | UW Base Rent figures are inclusive of straight line average contractual rent steps of $110,656 for GSA and $132,450 for all other tenants through March 1, 2023. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #4: SUNBELT OFFICE PORTFOLIO
The following table presents certain information relating to historical leasing at the Sunbelt Office Portfolio:
Historical Leased %(1)
2020 | 2021 | Various(2) |
76.5% | 71.5% | 79.3% |
(1) | The average annual occupancy as of December 31 unless specified otherwise. |
(2) | Based on the underwritten rent rolls dated March 1, 2022 and March 2, 2022. |
■ | 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 Sunbelt Office Portfolio: |
Cash Flow Analysis(1)
2020 | 2021 | TTM (2/28/2022) | Underwritten | UW $ per SF | |
Base Rent | $6,032,097 | $5,563,773 | $5,432,353 | $6,437,433 | $13.25 |
Contractual Rent Steps(2) | 0 | 0 | 0 | 243,106 | $0.50 |
Potential Income From Vacant Space | 0 | 0 | 0 | 1,731,816 | $3.57 |
Total Reimbursements | 610,900 | 502,272 | 467,555 | 529,432 | $1.09 |
Other Income | 392,158 | 552,736 | 545,172 | 511,188 | $1.05 |
Gross Potential Rent | 7,035,155 | 6,618,782 | 6,445,080 | 9,452,974 | $19.46 |
Vacancy and Credit Loss | (6,403) | 0 | 0 | (1,731,816) | ($3.57) |
Effective Gross Income | $7,028,753 | $6,618,782 | $6,445,080 | $7,721,159 | $15.90 |
Real Estate Taxes | 595,032 | 568,919 | 534,777 | 659,993 | $1.36 |
Insurance | 73,611 | 81,346 | 81,200 | 84,229 | $0.17 |
Management Fee | 210,863 | 198,563 | 193,352 | 231,635 | $0.48 |
Utilities | 938,782 | 881,673 | 846,780 | 846,780 | $1.74 |
Other Expenses | 1,200,295 | 1,163,757 | 1,171,555 | 1,176,331 | $2.42 |
Total Expenses | $3,018,582 | $2,894,259 | $2,827,665 | $2,998,968 | $6.17 |
Net Operating Income | $4,010,170 | $3,724,523 | $3,617,416 | $4,722,191 | $9.72 |
Replacement Reserve | 0 | 0 | 0 | 116,565 | $0.24 |
TI / LC | 0 | 0 | 0 | 363,980 | $0.75 |
Net Cash Flow | $4,010,170 | $3,724,523 | $3,617,416 | $4,241,646 | $8.73 |
Occupancy(3) | 76.5% | 71.5% | 79.3% | 81.0% | |
NOI Debt Yield | 9.3% | 8.7% | 8.4% | 11.0% | |
NCF DSCR | 1.43x | 1.32x | 1.29x | 1.51x |
(1) | Based on the underwritten rent rolls dated March 1, 2022 and March 2, 2022. |
(2) | UW Base Rent figures are inclusive of straight line average contractual rent steps of $110,656 for GSA through February 2023 and $132,450 for all other tenants through March 1, 2023. |
(3) | Underwritten Occupancy is based on the economic occupancy. TTM occupancy is based on the current occupancy as of March 1, 2022 and March 2, 2022. |
■ | Appraisal. According to the appraisals, the Sunbelt Office Portfolio has an aggregate “as-is” appraised value of $65,500,000 as of March 15, 2022 and March 16, 2022. |
■ | Environmental Matters. According to the Phase I environmental reports dated as of April 15, 2022, there are no recognized environmental conditions or recommendations for further action at the Sunbelt Office Portfolio Properties. |
■ | Market Overview and Competition. The Sunbelt Office Portfolio Properties are located in Memphis, Tennessee, Smyrna, Georgia and Dallas, Texas. Over the last 30 years, the overall Downtown Memphis area has experienced redevelopment that has impacted both commercial and residential development. Additionally, Metro Atlanta has experienced growth in recent years. From 2010 to 2021 the Metro Atlanta area population grew by 15.1% from 5,286,728 to 6,087,003 people, which represents an annual increase of 1.3% over that period of time. |
The 80 Monroe Avenue Property is located in Memphis, Tennessee. The city of Memphis is situated in Shelby County, east of the Tennessee-Arkansas border, along the Mississippi River, and north of the Tennessee/Mississippi state line. Major thoroughfares in the area include Interstate 69, 55, and 40. The 80 Monroe Avenue Property is located in the Memphis, TN-MS-AR Metropolitan Statistical Area (“MSA”) and is served by Memphis International Airport, located approximately 11.8 miles southeast of the 80 Monroe Avenue Property. According to the appraisal, the 80 Monroe Avenue Property is located in the Downtown Memphis submarket. As of the fourth quarter of 2021, the submarket had an inventory of 11,543,341 SF, a vacancy rate of 17.6% and an average office base rent of $18.06 PSF. According to the appraisal, the 2021 population within a one-, three- and five-mile radius of the 80 Monroe Avenue Property was 10,940, 67,304 and 136,475, respectively. The 2021 median household income within a one-, three- and five-mile radius of the 80 Monroe Avenue Property was $40,882, $34,834, and $33,194, respectively.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The 2400 Herodian Way Property is located in Smyrna, Georgia, and is part of the greater Atlanta-Sandy Springs-Roswell, GA MSA. Major thoroughfares in the area include interstate 75 and 285. The MSA is served by Hartsfield-Jackson Atlanta International Airport, located approximately 21.9 miles south of the 2400 Herodian Way Property. According to the appraisal, the 2400 Herodian Way Property is located in the Cumberland/Galleria submarket. As of the fourth quarter of 2021, the submarket had an inventory of 17,608,307 SF, a vacancy rate of 17.2% and an average office base rent of $30.21 PSF. According to the appraisal, the 2021 population within a one-, three- and five-mile radius of the 2400 Herodian Way Property was 14,193, 97,636 and 207,136, respectively. The 2021 median household income within a one-, three- and five-mile radius of the 2400 Herodian Way Property was $57,788, $69,990, and $76,305, respectively.
The 5720 LBJ Freeway Property is located in Dallas, Texas and is part of the greater Dallas-Fort Worth-Arlington, TX MSA. Major thoroughfares in the area include LBJ Freeway (Interstate Highway 635) and the Dallas North Tollway. The MSA is served by Dallas Fort Worth International Airport and Dallas Love Field Airport, located approximately 17 and 10 miles, respectively, from the 5720 LBJ Freeway Property. According to the appraisal, the 5720 LBJ Freeway Property is located in the East LBJ Freeway submarket. As of the fourth quarter of 2021, the submarket had an inventory of 17,849,357 SF, a vacancy rate of 25.6% and an average office base rent of $26.20 PSF. According to the appraisal, the 2021 population within a one-, three- and five-mile radius of the 5720 LBJ Freeway Property was 18,945, 140,756 and 388,255, respectively. The 2021 median household income within a one-, three- and five-mile radius of the 5720 LBJ Freeway Property was $57,903, $73,671, and $72,358, respectively.
80 Monroe Avenue Comparable Leases Summary(1)
Property Name | Property Address | Distance from Subject | Year Built / Renovated | Occupancy | Rentable | Base Rent Per SF |
80 Monroe Avenue | 80 Monroe Avenue Memphis, TN 38103 | - | 1923 / 1984 | 91.3%(2) | 204,057 | $17.50(2) |
Union Center | 88 Union Avenue Memphis, TN 38103 | 0.1 Miles | 1927 / 1985 | 74.0% | 84,272 | $14.50 |
One Commerce Square | 40 South Main Street Memphis, TN 38103 | 0.1 Miles | 1972 / NAP | 90.0% | 433,596 | $17.00 - $21.00 |
Indigo Center | 175 Toyota Plaza Memphis, TN 38103 | 0.2 Miles | 1917 / 2000 | 75.0% | 174,700 | $18.50 |
Cotton Exchange Building | 65 Union Avenue Memphis, TN 38103 | 0.1 Miles | 1924 / 1985 | 89.0% | 70,161 | $17.00 |
Tower at Peabody Place | 100 Peabody Place Memphis, TN 38103 | 0.2 Miles | 1997 / NAP | 75.0% | 285,000 | $19.50 |
(1) | Source: Appraisal |
(2) | Based on the underwritten rent roll dated March 1, 2022. |
2400 Herodian Way Comparable Leases Summary(1)
Property Name | Property Address | Distance from Subject | Year Built / Renovated | Occupancy | Rentable | Base Rent Per SF |
2400 Herodian Way | 2400 Herodian Way Smyrna, GA 30080 | - | 1985 / 1992 | 81.7%(2) | 152,208 | $17.17(2) |
280 Interstate North | 280 Interstate North Circle Atlanta, GA 30339 | 0.8 Miles | 1982 / 2012 | 78.0% | 125,037 | $23.50 |
1600 Parkwood | 1600 Parkwood Circle Southeast Atlanta, GA 30339 | 1.0 Miles | 1985 / NAP | 94.0% | 154,668 | $26.50 |
Triangle Building | 1775 The Exchange Southeast Atlanta, GA 30339 | 1.2 Miles | 1974 / NAP | 68.0% | 96,038 | $18.75 |
Northchase | 1165 Northchase Parkway Southeast Marietta, GA 30067 | 2.2 Miles | 1986 / NAP | 45.0% | 85,042 | $19.50 |
Paces Cumberland | 2675 Paces Ferry Road Atlanta, GA 30339 | 1.9 Miles | 1981 / NAP | 80.0% | 73,256 | $23.00 |
(1) | Source: Appraisal |
(2) | Based on the underwritten rent roll dated March 2, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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5720 LBJ Freeway Comparable Leases Summary(1)
Property Name | Property Address | Distance from Subject | Year Built / Renovated | Occupancy | Rentable | Base Rent Per SF |
5720 LBJ Freeway | 5720 LBJ Freeway Dallas Texas, 75240 | - | 1981 / 2022 | 57.5%(2) | 129,422 | $17.24(2) |
Hillcrest Oaks IV & V | 6600 and 6606 LBJ Freeway Dallas, TX 75240 | 1.2 Miles | 1983 / 2016 | 74.0% | 183,968 | $22.00 |
Northwood Tower Office Building | 5757 Alpha Road Dallas, TX 75240 | 1.5 Miles | 1980 / 2022 | 65.0% | 168,328 | $19.00 |
Carillon Towers | 13601 Preston Road Dallas, TX 75240 | 1.2 Miles | 1973 / 2003 | 66.0% | 261,975 | $18.00 |
Spring Valley Center Office | 5220 Spring Valley Road Dallas, TX 75240 | 2.5 Miles | 1984 / 2013 | 95.0% | 106,422 | $22.00 |
Office Alpha | 13140 Coit Road Dallas, TX 75240 | 2.7 Miles | 1979 / NAP | 83.0% | 101,977 | $15.00 |
(1) | Source: Appraisal |
(2) | Based on the underwritten rent roll dated March 2, 2022. |
■ | The Borrower. The borrower is Olymbec Sunbelt LLC. Olymbec Sunbelt LLC is a Delaware limited liability company entirely owned by the sponsor Olymbec USA LLC. Olymbec USA LLC is solely owned by Olymbec Investments Inc. Counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Sunbelt Office Portfolio Mortgage Loan. |
The sponsor and non-recourse carveout guarantor is Olymbec USA LLC (“Olymbec USA”). Olymbec USA is a Delaware limited liability company, and a Canadian based real estate investment firm which owns and manages a diverse portfolio of industrial, office, retail, and residential properties located throughout Canada and the United States. Olymbec USA is headquartered in Montreal and is one of the largest private industrial real estate holders in Eastern Canada.
Escrows. At origination of the Sunbelt Office Portfolio Mortgage Loan, the borrower deposited $4,656,586 into a reserve account for outstanding obligations for tenant improvements under certain leases, $2,500,000 into a reserve account for TI / LC, approximately $529,225 into a gap rent reserve account for free rent and/or gap rent for GSA and certain other leases, $207,320 into a reserve account for real estate taxes, $58,250 in a reserve account for deferred maintenance, and $29,480 into a reserve account for insurance.
Tax Reserve. In addition to the initial $207,320 real estate tax reserve deposit at origination of the Sunbelt Office Portfolio Mortgage Loan, the borrower is required to deposit into the real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be $41,464). Funds in the real estate tax reserve are to be disbursed to pay real estate taxes as and when due.
Insurance Reserve. In addition to the initial $29,480 insurance reserve deposit at origination of the Sunbelt Office Portfolio Mortgage Loan, the borrower is required to deposit into the insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be $7,370); provided, however, such insurance reserve may be conditionally waived so long as and to the extent that the liability or casualty policy maintained by borrower covering the Sunbelt Office Portfolio Properties (or any portion thereof) constitutes an approved blanket or umbrella policy pursuant to the Sunbelt Office Portfolio Mortgage Loan documents. Funds in the insurance reserve are to be disbursed to pay insurance premiums as and when due.
Replacement Reserve. The borrowers are required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $9,714. Funds in the replacement reserve are to be disbursed to fund or reimburse borrower for replacements and/or alterations at any of the Sunbelt Office Portfolio Properties.
TI / LC Reserve. In addition to the initial $2,500,000 deposit (which can be replaced with a letter of credit) into the TI / LC reserve deposit at origination of the Sunbelt Office Portfolio Mortgage Loan, the borrower is required to deposit into the TI / LC reserve, on a monthly basis, an amount equal to approximately $50,592 (subject to a cap of $5,000,000, such that monthly reserve deposits will not be required in the event and for such time that the undisbursed balance in the TI / LC reserve is equal to or greater than $5,000,000). Funds in the TI / LC reserve
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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are to be disbursed to fund or reimburse borrower for tenant improvement costs and leasing commissions at any of the Sunbelt Office Portfolio Properties.
Deferred Maintenance Reserve. The $58,250 deposited in the deferred maintenance reserve account at origination of the Sunbelt Office Portfolio Mortgage Loan is to be disbursed to fund or reimburse borrower for the cost of certain specified immediate repair items and/or released to borrower when such specified items are completed.
Gap Rent Reserve. The approximately $529,225 deposited in the gap rent reserve at origination of the Sunbelt Office Portfolio Mortgage Loan is to be disbursed on a monthly basis to the borrower or, if a Trigger Period (as defined below) exists, into the cash management account established with the lender, in accordance with a disbursement schedule set forth for each applicable lease in the Sunbelt Office Portfolio Mortgage Loan documents.
Unfunded Obligations Reserve. The $4,656,586 deposited into the unfunded obligations reserve at origination of the Sunbelt Office Portfolio Mortgage Loan is to be disbursed to fund or reimburse borrower for tenant improvements under the leases with GSA ($4,625,518), Powers Hill Design ($12,343) and Flight Memphis, LLC ($18,725).
Springing Specified Tenant Renewal Reserve. On the first monthly payment date occurring after a Specified Tenant Renewal Event (as defined below), the borrower is required to make a reserve deposit into a springing reserve account with the lender either (i) a lump sum of $1,716,947 or (ii) a monthly amount of $143,079 on such payment date and each of the following 11 monthly payment dates unless the Springing Specified Tenant Renewal Conditions (as defined below) have been satisfied, whereupon all funds reserved in the springing reserve account will be disbursed to the borrower or, if a Trigger Period exists, into the cash management account established with the lender. As used above: “Specified Tenant Renewal Trigger Event” shall mean Specified Tenant failing to extend or renew the applicable Specified Tenant Lease on or prior to the applicable Specified Tenant Extension Deadline in accordance with the applicable terms and conditions thereof and hereof for a minimum renewal term of three years (the applicable “Specified Tenant Renewal Term”).
“Specified Tenant Extension Deadline” shall mean the earlier of (i) the date occurring 12 months prior to the expiration of the then applicable term of the applicable Specified Tenant Lease and (ii) the date by which the applicable Specified Tenant must provide notice of renewal of its Specified Tenant Lease pursuant to the terms thereof.
“Springing Specified Tenant Renewal Cure Conditions” shall mean the satisfaction of either of the following conditions: (i) the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance with the terms of the Sunset Portfolio Mortgage Loan documents hereof and thereof or (ii) Borrower leasing the entire Specified Tenant Space (or applicable portion thereof) in accordance with the Sunbelt Office Portfolio Mortgage Loan documents, for a minimum term of three years, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease, and paying the full amount of the rent due under its lease.
■ | Lockbox and Cash Management. The Sunbelt Office Portfolio Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower is required to deliver tenant direction letters instructing all tenants of the Sunbelt Office Portfolio Properties to directly deposit all rents into a lender-controlled lockbox account. In addition, the borrower is required to cause all revenues relating to the Sunbelt Office Portfolio Properties and all other money received by the borrower or the property manager (if there is one) with respect to the Sunbelt Office Portfolio Properties (other than tenant security deposits) to be immediately deposited into such lockbox account. On each business day that no Trigger Period or event of default under the Sunbelt Office Portfolio Mortgage Loan is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account. On each business day that a Trigger Period or event of default under the Sunbelt Office Portfolio Mortgage Loan is continuing, all funds in the lockbox account are required to be swept into a cash management account to be established by lender upon the occurrence of a Trigger Period, to be applied and disbursed in accordance with the Sunbelt Office Portfolio Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Sunbelt Office Portfolio Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Sunbelt Office Portfolio Mortgage Loan. When all Trigger Periods end or are cured, any amounts remaining on deposit in the excess cash flow reserve account are to be disbursed to the borrower. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | A “Trigger Period” means a period commencing upon the occurrence of: (i) an event of default under the Sunbelt Office Portfolio Mortgage Loan, (ii) the debt yield falls below 7.50% or (iii) the occurrence of a Specified Tenant Trigger Period (as defined below). |
A Trigger Period may be cured (a) with respect to clause (i) above, upon the acceptance by the lender of a cure of such event of default, (b) with respect to clause (ii) above, either (x) the date that the debt yield is equal to or greater than 7.75% for two consecutive calendar quarters or (y) funds on deposit or deposited by the borrower into the excess cash reserve account, plus any funds on deposit in the springing specified tenant renewal reserve (see “Escrows” above) and any letter of credit delivered by the borrower to the lender under the Sunbelt Office Portfolio Mortgage Loan documents are sufficient to result, if the aggregate amount thereof were to be deducted from the outstanding principal balance of the Sunbelt Office Portfolio Mortgage Loan, to cause the debt yield equaling 7.75%, and (c) with respect to clause (iii) above, a Specified Tenant Trigger Period ceasing to exist as set forth below or the satisfaction of the Specified Tenant Trigger Event Cure Conditions, as set forth below.
“GSA” will mean the tenant known as “General Services Administration (GSA)” under lease No. GS-04P-LTNO1734 (for avoidance of doubt, Suite 500 shall be deemed to be included therein).
A “Specified Tenant Trigger Period” will mean a period with regard to the Specified Tenant (as defined below) (A) commencing upon the first to occur of (i) a default under the applicable Specified Tenant Lease beyond any applicable notice and cure periods, (ii) during the 18 month period prior to the expiration of the then applicable term of the applicable Specified Tenant Lease (as defined below), Specified Tenant failing to be in actual, physical possession of the Specified Tenant Space (as defined below) (or applicable portion thereof), (iii) Specified Tenant giving notice that it is terminating its Specified Tenant Lease for all or any portion of the Specified Tenant Space (or applicable portion thereof), (iv) any termination or cancellation of any Specified Tenant Lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant Lease failing to otherwise be in full force and effect, and (v) any bankruptcy or similar insolvency of Specified Tenant; and (B) expiring upon the first to occur of lender’s receipt of evidence reasonably acceptable to lender (which such evidence will include, without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance acceptable to lender) of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) borrower leasing the entire Specified Tenant Space (or applicable portion thereof) in accordance with the applicable terms and conditions of the Sunbelt Office Portfolio Mortgage Loan documents, for a minimum term of three years, the applicable SpecifiedTenant under such Specified Tenant Lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its Specified Tenant Lease, and paying the full amount of the rent due under its Specified Tenant Lease.
“Specified Tenant Cure Conditions” means each of the following, as applicable (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant Lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant Space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant Space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect, (iv) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant Lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant Lease pursuant to final, non-appealable order of a court of competent jurisdiction, and (v) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant Lease.
A “Specified Tenant Trigger Event Cure Condition” means a condition that is satisfied when the borrower has deposited with the lender, and for so long as the borrower deposits and maintains on deposit in the excess cash flow reserve account and/or provides a letter of credit to the lender under the Sunbelt Office Portfolio Mortgage Loan documents an amount, when aggregated with any funds on deposit in the springing specified tenant renewal reserve (see “Escrows” above) is equal to one year of the applicable Specified Tenant’s then-current annual gross rent.
A “Specified Tenant” means, as applicable, (i) GSA, (ii) any other lessee(s) of the Specified Tenant Space (or any portion thereof) and (iii) any parent company of any such Specified Tenant, and any affiliate providing credit support for, or guarantor of, any such Specified Tenant Lease(s).
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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A “Specified Tenant Lease” means, collectively and/or individually (as the context requires), each lease at the Sunbelt Office Portfolio Properties with Specified Tenant (including, without limitation, any guaranty or similar instrument furnished thereunder).
A “Specified Tenant Space” means that portion of the Sunbelt Office Portfolio Properties demised as of the date of origination of the Sunbelt Office Portfolio Mortgage Loan to the initial Specified Tenant pursuant to the initial Specified Tenant Lease.
■ | Property Management. The Sunbelt Office Portfolio Properties are self-managed with no management agreement in place at the time. |
■ | Ground Lease. The 80 Monroe Avenue Property is subject to a ground lease between Memphis Center City Revenue Finance Corporation, as landlord and Olymbec Sunbelt LLC (by assignment from Olymbec USA), as tenant. The ground lease was entered into in connection with a so-called “PILOT” program (i.e., payments in-lieu of taxes) at the 80 Monroe Avenue Property whereby the tenant pays rental amounts specified in the ground lease, including in lieu of ad valorem property taxes otherwise payable if the 80 Monroe Avenue Property were owned by a tax-paying entity. The ground lease expires on December 31, 2024. The borrower has an on-going option to purchase the fee title to the 80 Monroe Avenue Property from the landlord for $1,000 along with any other costs and expenses, subject to and in accordance with the ground lease, and the borrower’s acquisition of such fee title is permitted under the Sunbelt Office Portfolio Mortgage Loan documents, subject to satisfaction of conditions set forth therein. The landlord joined in the mortgage of the 80 Monroe Avenue Property in order to grant to the lender a lien upon the fee estate in the 80 Monroe Avenue Property. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not permitted. |
■ | Release of Collateral. Not permitted. |
■ | Terrorism Insurance. The borrower is required to maintain or cause to be maintained an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Sunbelt Office Portfolio Properties, plus business interruption coverage in an amount equal to 100% of the projected gross income for the applicable Sunbelt Office Portfolio property for 12 months with three months of extended indemnity. The “all-risk” policy containing terrorism insurance is required to contain a deductible no greater than $25,000 unless lender consents to a higher deductible. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #5: BRIGHTON TOWNE SQUARE
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #5: BRIGHTON TOWNE SQUARE
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #5: BRIGHTON TOWNE SQUARE
Mortgaged Property Information | Mortgage Loan Information | ||||
Number of Mortgaged Properties | 1 | Loan Seller | SMC | ||
Location (City / State) | Brighton, Michigan | Cut-off Date Balance | $40,000,000 | ||
Property Type | Mixed Use | Cut-off Date Balance per SF | $161.92 | ||
Size (SF) | 247,031 | Percentage of Initial Pool Balance | 6.3% | ||
Total Occupancy as of 5/18/2022 | 97.8% | Number of Related Loans | None | ||
Owned Occupancy as of 5/18/2022 | 97.8% | Type of Security | Fee | ||
Year Built / Latest Renovation | 1997 / 2018 | Mortgage Rate | 5.90600% | ||
Appraised Value | $65,400,000 | Original Term to Maturity (Months) | 120 | ||
Appraisal Date | 4/14/2022 | Original Amortization Term (Months) | NAP | ||
Borrower Sponsors | Mark M. Murphy | Original Interest Only Period (Months) | 120 | ||
Property Management | Argus Realty Group, LLC | First Payment Date | 7/6/2022 | ||
Maturity Date | 6/6/2032 | ||||
Underwritten Revenues | $4,985,983 | ||||
Underwritten Expenses | $1,056,424 | Escrows(1) | |||
Underwritten Net Operating Income (NOI) | $3,929,559 | Upfront | Monthly | ||
Underwritten Net Cash Flow (NCF) | $3,694,880 | Taxes | $177,191 | $35,438 | |
Cut-off Date LTV Ratio | 61.2% | Insurance | $26,293 | $6,573 | |
Maturity Date LTV Ratio | 61.2% | Replacement Reserve | $0 | $4,117 | |
DSCR Based on Underwritten NOI / NCF | 1.64x / 1.54x | TI / LC(2) | $0 | $20,650 | |
Debt Yield Based on Underwritten NOI / NCF | 9.8% / 9.2% | Other(3) | $13,750 | Springing | |
Sources and Uses | |||||
Sources | $ | % | Uses | $ | % |
Loan Amount | $40,000,000 | 96.0% | Loan Payoff | $40,586,630 | 97.4% |
Principal’s New Cash Contribution | 1,655,000 | 4.0 | Closing Costs | 851,136 | 2.0 |
Upfront Reserves | 217,234 | 0.5 | |||
Total Sources | $41,655,000 | 100.0% | Total Uses | $41,655,000 | 100.0% |
(1) | See “Escrows” section below. |
(2) | The TI/LC reserve is capped at $750,000. |
(3) | Upfront other reserve includes $13,750 of deferred maintenance. See “Escrows” below for discussion of the springing other reserve. |
■ | The Loan. The mortgage loan (the “Brighton Towne Square Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $40,000,000 and secured by a first mortgage encumbering the borrower’s fee simple interest in a mixed-use property in Brighton, Michigan (the “Brighton Towne Square Property”). The Brighton Towne Square Mortgage Loan was originated by Starwood Mortgage Capital LLC on May 23, 2022. The Brighton Towne Square Mortgage Loan has an interest rate of 5.90600% per annum. The borrower utilized the proceeds of the Brighton Towne Square Mortgage Loan, along with a new cash contribution, to refinance a prior loan on Brighton Towne Square Property, fund upfront reserves and pay origination costs. |
The Brighton Towne Square Mortgage Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The Brighton Towne Square Mortgage Loan requires interest-only payments for the duration of the term. The scheduled maturity date of Brighton Towne Square Mortgage Loan is the payment date in June 2032. Voluntary prepayment of the Brighton Towne Square Mortgage Loan in whole (but not in part except as further described in “Release of Collateral” below) is permitted on or after January 6, 2032 without payment of a prepayment premium. At any time on or after December 6, 2022, the Brighton Towne Square Mortgage Loan may be prepaid with payment of the greater of (i) a yield maintenance fee and (ii) 1% of the unpaid principal balance of the note to be prepaid as of the prepayment date.
■ | The Mortgaged Property. The Brighton Towne Square Property is a 247,031 SF mixed-use office and retail property situated on a 27.03-acre site in the Brighton, Michigan, approximately 20 miles north of Ann Arbor, Michigan. The Brighton Towne Square Property was built in 1997 and renovated in 2018. The Brighton Towne Square Property possesses 956 parking spaces, with a parking ratio of 3.87 spaces per 1,000 SF. The Brighton Towne Square Property is comprised of six buildings: (i) a 111,892 SF building occupied by Home Depot, (ii) a 41,500 SF office building that is occupied by the University of Michigan (“UofM”), (iii) a 49,229 SF multi-tenant office building, (iv) a 27,610 SF building occupied by Staples, (v) a 10,400 SF building occupied by Party City and (vi) a 6,400 SF building occupied by Key Bank and a vacant suite. As of May 18, 2022, the Brighton Towne Square Property is 97.8% occupied nine tenants. |
Major Tenants
The largest tenant by underwritten base rent at the Brighton Towne Square Property, UofM, occupies 41,500 SF (16.8% of the NRA, 33.5% of the UW Base Rent) with a lease expiration of April 30, 2025. UofM has occupied space at the Brighton Towne Square Property since 2000. UofM leases build-to-suit medical office space that is known as the Brighton Health Center. Use at UofM’s space includes critical care, primary care physicians, OBGYN and pediatric servicers. In 2018, UofM expanded and developed a 297,000 SF medical center across the street
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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from the Brighton Towne Square Property known as the Brighton Center for Specialty Care. This building is exclusively utilized as a specialty outpatient facility.
The second largest tenant by underwritten base rent at the Brighton Towne Square Property, Home Depot, occupies 111,892 SF (45.3% of the NRA, 26.7% of the UW Base Rent) with a lease expiration of January 31, 2028. Home Depot has been at the Brighton Towne Square Property since 1997 and most recently executed a 10-year lease extension in December 2017. Home Depot is a home improvement retail chain with 2,300 stores and 500,000 employees across North America.
The third largest tenant by underwritten base rent at the Brighton Towne Square Property, CSIG, occupies 27,438 SF (11.1% of the NRA, 14.0% of the UW Base Rent) with a lease expiration of July 16, 2028. CSIG, also known as Common Sail Investment Group, has occupied space at the Brighton Towne Square Property since 2016. The CSIG space functions as its corporate headquarters. CSIG is a privately owned and operated holding company, based in Brighton, Michigan. CSIG owns and manages senior living facilities.
■ | COVID-19 Update. As of May 6, 2022, the Brighton Towne Square Property is open and operational. As of May 6, 2022, the Brighton Towne Square Property is not subject to any modifications or forbearance requests. The first payment date of the Brighton Towne Square Mortgage Loan is July 6, 2022. |
The following table presents certain information relating to the major tenants at the Brighton Towne Square Property:
Owned Tenants by Underwritten Base Rent(1)
Tenant Name | Credit Rating | Tenant | % of | UW Base | % of Total | UW Base | Lease | Renewal / |
UofM | NR / NR / NR | 41,500 | 16.8% | $1,546,290 | 33.5% | $37.26 | 4/30/2025 | 4, 5-year options |
Home Depot | A / A2 / A | 111,892 | 45.3 | 1,230,812 | 26.7 | $11.00 | 1/31/2028 | 4, 5-year options |
CSIG | NR / NR / NR | 27,438 | 11.1 | 645,112 | 14.0 | $23.51 | 7/16/2028 | 1, 5-year option |
Staples | NR / NR / NR | 27,610 | 11.2 | 379,638 | 8.2 | $13.75 | 10/31/2032 | 1, 5-year option |
Key Bank | NR / A3 / A- | 3,200 | 1.3 | 219,589 | 4.8 | $68.62 | 4/30/2024 | 1, 5-year option |
PEA, Inc. | NR / NR / NR | 9,785 | 4.0 | 195,435 | 4.2 | $19.97 | Various(3) | Various(3) |
Tetra Tech | NR / NR / NR | 6,787 | 2.7 | 162,888 | 3.5 | $24.00 | 8/14/2025 | None |
Party City | NR / NR / NR | 10,400 | 4.2 | 151,620 | 3.3 | $14.58 | 2/28/2026 | 2, 5-year options |
Dr. Ruskin | NR / NR / NR | 2,971 | 1.2 | 78,732 | 1.7 | $26.50 | 6/30/2028 | None |
Owned Tenants | 241,583 | 97.8% | $4,610,116 | 100.0% | $19.08 | |||
Remaining Tenants | 0 | 0.0 | 0 | 0.0 | $0.00 | |||
Vacant | 5,448 | 2.2 | NAP | NAP | NAP | |||
Total / Wtd. Avg. | 247,031 | 100.0% | $4,610,116 | 100.0% | $19.08 |
(1) | Based on the underwritten rent roll dated May 18, 2022. |
(2) | UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF include $264,610 of contractual rent steps through May 1, 2023. |
(3) | PEA, Inc. leases 6,129 SF with a lease expiration date of October 31, 2025 and another 3,656 SF with a lease expiration date of April 17, 2027. PEA, Inc. has two five-year renewal options remaining on the 3,656 SF suite. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The following table presents certain information relating to the lease rollover schedule at Brighton Towne Square Property, based on the initial lease expiration date:
Lease Expiration Schedule(1)
Year Ending | Expiring | % of Owned | Cumulative % | UW Base | % of Total | UW Base Rent $ per | # of Expiring | |
MTM | 0 | 0.0% | 0.0% | $0 | 0.0% | $0.00 | 0 | |
2022 | 0 | 0.0 | 0.0% | 0 | 0.0% | $0.00 | 0 | |
2023 | 0 | 0.0 | 0.0% | 0 | 0.0% | $0.00 | 0 | |
2024 | 3,200 | 1.3 | 1.3% | 219,589 | 4.8% | $68.62 | 1 | |
2025(3) | 54,416 | 22.0 | 23.3% | 1,811,848 | 39.3% | $33.30 | 3 | |
2026 | 10,400 | 4.2 | 27.5% | 151,620 | 3.3% | $14.58 | 1 | |
2027(3) | 3,656 | 1.5 | 29.0% | 92,766 | 2.0% | $25.37 | 1 | |
2028 | 142,301 | 57.6 | 86.6% | 1,954,656 | 42.4% | $13.74 | 3 | |
2029 | 0 | 0.0 | 86.6% | 0 | 0.0% | $0.00 | 0 | |
2030 | 0 | 0.0 | 86.6% | 0 | 0.0% | $0.00 | 0 | |
2031 | 0 | 0.0 | 86.6% | 0 | 0.0% | $0.00 | 0 | |
2032 & Thereafter | 27,610 | 11.2 | 97.8% | 379,638 | 8.2% | $13.75 | 1 | |
Vacant | 5,448 | 2.2 | 100.0% | NAP | NAP | NAP | NAP | |
Total / Wtd. Avg. | 247,031 | 100.0% | $4,610,116 | 100.0% | $19.08 | 10 |
(1) | Based on the underwritten rent roll dated May 18, 2022. |
(2) | UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF include $264,610 of contractual rent steps through May 1, 2023. |
(3) | PEA, Inc. leases 6,129 SF with a lease expiration date of October 31, 2025 and another 3,656 SF with a lease expiration date of April 17, 2027. |
The following table presents certain information relating to historical leasing at the Brighton Towne Square Property:
Historical Leased %(1)
12/31/2019 | 12/31/2020 | 12/31/2021 | As of 5/18/2022(2) |
99.0% | 99.0% | 99.0% | 97.8% |
(1) | Historical occupancies are as of December 31 of each respective year. |
(2) | Based on the underwritten rent roll dated May 18, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Brighton Towne Square Property: |
Cash Flow Analysis
2019 | 2020 | 2021 | TTM 3/31/2022 | Underwritten | Underwritten $ | |
Base Rent | $4,327,797 | $4,305,674 | $4,443,300 | $4,459,114 | $4,345,506 | $17.59 |
Contractual Rent Steps(1) | 0 | 0 | 0 | 0 | 264,610 | $1.07 |
Potential Income from Vacant Space | 0 | 0 | 0 | 0 | 127,380 | $0.52 |
Total Reimbursements | 488,750 | 505,458 | 414,473 | 496,358 | 509,588 | $2.06 |
Percentage Rent | 0 | 0 | 0 | 4,978 | 0 | $0.00 |
Other Income | 12,120 | 14,620 | 3,820 | 1,320 | 1,320 | $0.01 |
Gross Potential Rent | $4,828,666 | $4,825,752 | $4,861,593 | $4,961,771 | $5,248,404 | $21.25 |
Vacancy & Credit Loss | 0 | 0 | 0 | 0 | (262,420) | ($1.06) |
Effective Gross Income | $4,828,666 | $4,825,752 | $4,861,593 | $4,961,771 | $4,985,983 | $20.18 |
Real Estate Taxes | 397,203 | 408,545 | 409,155 | 413,054 | 424,002 | $1.72 |
Insurance | 63,524 | 63,037 | 65,135 | 65,135 | 78,878 | $0.32 |
Management Fee | 144,860 | 144,773 | 145,848 | 148,853 | 149,580 | $0.61 |
Other Operating Expenses | 461,100 | 382,782 | 420,938 | 426,965 | 403,965 | $1.64 |
Total Expenses | $1,066,688 | $999,137 | $1,041,076 | $1,054,007 | $1,056,424 | $4.28 |
Net Operating Income | $3,761,979 | $3,826,615 | $3,820,518 | $3,907,764 | $3,929,559 | $15.91 |
Replacement Reserves | 0 | 0 | 0 | 0 | 49,406 | $0.20 |
TI/LC | 0 | 0 | 0 | 0 | 185,273 | $0.75 |
Net Cash Flow | $3,761,979 | $3,826,615 | $3,820,518 | $3,907,764 | $3,694,880 | $14.96 |
Occupancy(2) | 99.0% | 99.0% | 99.0% | 97.8% | 95.0% | |
NOI Debt Yield | 9.4% | 9.6% | 9.6% | 9.8% | 9.8% | |
NCF DSCR | 1.57x | 1.60x | 1.60x | 1.63x | 1.54x |
(1) | Contractual Rent Steps of $264,610 include increases through May 1, 2023. |
(2) | Underwritten occupancy is based on the economic occupancy. TTM 3/31/2022 Occupancy reflects occupancy as of the underwritten rent roll dated May 18, 2022. |
■ | Appraisal. According to the appraisal, the Brighton Towne Square Property has an “as-is” appraised value of $65,400,000 as of April 14, 2022. |
■ | Environmental Matters. According to the Phase I environmental report, dated April 20, 2022, there are no recognized environmental conditions or recommendations for further action at the Brighton Towne Square Property. |
■ | Market Overview and Competition. The Brighton Towne Square Property is located within the Detroit-Warren-Dearborn, MI Metropolitan Statistical Area (the “MSA”) and is part of the Livingston County office submarket of the Detroit office market. As of 2021, total employment in the MSA was approximately 1,982,490 with an unemployment rate around 6.2%. Brighton is home to Brighton Health Center and Brighton Center for Specialty Care, serving as prominent sources of employment in the healthcare sector. Brighton’s industrial parks are home to RFM Incorporated, Eberspaecher and Unified Industries. Retail presence in Brighton consists of restaurants, big-box stores, lodging and locally owned businesses. |
As of the first quarter of 2022, the overall Livingston County office submarket contained approximately 3.0 million SF of inventory, had a 4.5% vacancy rate and had an average asking rent of $22.78 per SF.
According to the appraisal, the 2021 population within a one-, three- and five-mile radius of the Brighton Towne Square Property was 1,596, 28,164 and 52,713, respectively. The 2021 median household income within a one-, three- and five-mile radius of the Brighton Towne Square Property was $62,595, $87,867, and $92,995, respectively.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The following table displays six comparable retail leases for the Brighton Towne Square Property.
Summary of Comparable Retail Leases(1)
Property Name / Address | Tenant Name | Tenant Leased Space (SF) | Commenceent Date | Lease Term (months) | Base Rent Per SF |
Brighton Towne Square 7927 Nemco Way Brighton, MI | Key Bank(2) | 3,200(2) | December 2018 | 65 | $68.62(2) |
8712 West Grand River Avenue Howell, MI | Retail Tenant | 1,588 | May 2019 | 60 | $23.00 |
3625 East Grand River Avenue Howell, MI | Mattress Firm | 3,124 | September 2021 | 120 | $22.00 |
9580 Chilson Commons, Ste. 9547 Pinckney, MI | Retail Tenant | 3,600 | April 2021 | 120 | $20.00 |
9829 Spencer Road, Ste. 100 Brighton, MI | MI Health Endowment | 8,059 | May 2021 | 120 | $23.80 |
41401 Ford Road Canton, MI | Citizens Bank | 3,759 | July 2020 | 72 | $38.23 |
20836 Pontiac Trail South Lyon, MI | The Learning Experience | 10,000 | November 2020 | 168 | $26.36 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll dated May 18, 2022. |
The following table displays five comparable junior anchor leases for the Brighton Towne Square Property.
Summary of Comparable Junior Anchor Leases(1)
Property Name / Address | Tenant Name | Tenant Leased Space (SF) | Commencement Date | Lease Term (months) | Base Rent Per SF |
Brighton Towne Square 7927 Nemco Way Brighton, MI | Staples(2) Party City(2) | 27,610(2) 10,400(2) | November 2022 February 2020 | 120 72 | $13.75(2) $14.58(2) |
2384 I-75BL Grayling, MI | Retail Tenant | 9,000 | May 2022 | 60 | $10.00 |
4601 East Grand River Avenue Howell, MI | Tractor Supply Company | 23,627 | January 2021 | 180 | $15.43 |
935 South Main Street Chelsea, MI | CVS | 10,880 | May 2019 | 240 | $17.25 |
20111 Haggerty Road Northville, MI | Edge Fitness | 38,751 | February 2020 | 180 | $15.00 |
305 North Marketplace Boulevard, Ste. 1 Lansing, MI | Petsmart | 16,131 | August 2020 | 60 | $14.19 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll dated May 18, 2022. |
The following table displays five comparable anchor leases for the Brighton Towne Square Property.
Summary of Comparable Anchor Leases(1)
Property Name / Address | Tenant Name | Tenant Leased Space (SF) | Commencement Date | Lease Term (months) | Base Rent Per SF |
Brighton Towne Square 7927 Nemco Way Brighton, MI | Home Depot(2) | 111,892(2) | February 2018 | 120 | $11.00(2) |
35000 Warren Road Westland, MI | Kohl’s Corporation | 90,860 | March 2018 | 180 | $11.95 |
6150 Egan Drive Savage, MN | HyVee | 97,310 | December 2019 | 240 | $13.81 |
1516 East Geneva Street Delavan, WI | Mills Fleet Farm | 224,045 | June 2019 | 240 | $10.71 |
186 North Cleveland Massillon Road Akron, OH | Lowe’s | 129,309 | December 2018 | 156 | $9.15 |
1801-1807 Lincolnway Valparaiso, IN | Charter Fitness | 123,000 | September 2021 | 120 | $13.00 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll dated May 18, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The following table displays six comparable medical office leases for the Brighton Towne Square Property.
Summary of Comparable Medical Office Leases(1)
Property Name / Address | Tenant Name | Tenant Leased Space (SF) | Commencement Date | Lease Term (months) | Base Rent Per SF |
Brighton Towne Square 7927 Nemco Way Brighton, MI | UofM | 41,500(2) | February 2017 | 99 | $37.26(2) |
301 West Washington Street Ann Arbor, MI | CLINC, Inc. | 21,376 | March 2020 | 204 | $34.80 |
2715 Woodward Avenue, Ste. 201 Detroit, MI | Boston Consulting Group | 29,000 | January 2021 | 132 | $27.00 |
43630 Hayes Road, Ste. 200 Clinton Township, MI | Henry Ford Health Systems | 7,456 | August 2021 | 120 | $31.00 |
35046 Woodward Avenue, Ste. 100 & L-22 Birmingham, MI | Generations OB/GYN | 11,277 | May 2019 | 156 | $32.24 |
309 East 11 Mile Royal Oak, MI | Beaumont Health | 14,670 | July 2020 | 120 | $29.28 |
729 Michigan Avenue Jackson, MI | IEP Urgent Care | 4,005 | May 2021 | 120 | $40.00 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll dated May 18, 2022. |
The following table displays five comparable office leases for the Brighton Towne Square Property.
Summary of Comparable Office Leases(1)
Property Name / Address | Tenant Name | Tenant Leased Space (SF) | Commencement Date | Lease Term (months) | Base Rent Per SF |
Brighton Towne Square 7927 Nemco Way Brighton, MI | Various | - | - | - | - |
26200 Town Center Drive, Ste. 200 Novi, MI | Toll Brothers | 6,160 | April 2020 | 60 | $21.50 |
2 Corporate Drive, Ste. 300 Southfield, MI | Office Tenant | 16,288 | February 2020 | 36 | $21.75 |
30755 Montpelier Madison Heights, MI | State of Michigan DHHS | 26,595 | January 2022 | 120 | $20.00 |
8273 Grand River Brighton, MI | Highland Mortgage | 1,861 | February 2019 | 60 | $19.35 |
201 North Washington Square Lansing, MI | Auditor General | 16,000 | January 2021 | 120 | $22.00 |
(1) | Source: Appraisal. |
■ | The Borrower. The borrower under the Brighton Towne Square Mortgage Loan is Nemco Holdings, LLC, a single-purpose Delaware limited liability company with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Brighton Towne Square Mortgage Loan. |
The sponsor and non-recourse carveout guarantor is Mark M. Murphy. Mark M. Murphy and his family developed the Brighton Towne Square Property. Mark M. Murphy has over 30 years of real estate experience.
■ | Escrows. At origination of the Brighton Towne Square Mortgage Loan, the borrower deposited approximately (i) $177,191 into a real estate tax reserve, (ii) $26,293 into an insurance reserve and (iii) $13,750 into a deferred maintenance reserve. |
Tax Reserve. The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $35,438).
Insurance Reserve. The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $6,573).
Replacement Reserve. The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to $4,117.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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TI/LC Reserve. The borrower is required to deposit into a TI/LC reserve, on a monthly basis, an amount equal to $20,650, subject to a cap of $750,000.
Major Tenant Renewal Reserve. In the event that either Major Tenant (as defined below) fails to extend the term of its lease for at least five years on or before the date that is 12 months prior to its lease expiration date (a “Major Tenant Renewal Event”), the borrower is required to deposit $150,000 into a Major Tenant Renewal Reserve to be used for re-tenanting the related Major Tenant space on each monthly payment date until the earlier of (i) 12 months from the occurrence of the Major Tenant Renewal Event and (ii) the date of a Major Tenant Renewal Event Cure (as defined below).
A “Major Tenant Renewal Event Cure” means the full execution and delivery of an approved five year lease extension by the related Major Tenant or an approved replacement lease, (y) a satisfactory estoppel from the Major Tenant or replacement tenant and (z) evidence that all tenant improvements and leasing commissions have been paid.
■ | Lockbox and Cash Management. The Brighton Towne Square Mortgage Loan is structured with a springing lockbox and springing cash management. The borrower is required, upon the occurrence of a Sweep Event Period (as defined below), to deliver tenant direction letters to the tenants at the Brighton Towne Square Property, directing them to remit their rent checks directly to the lender-controlled lockbox (provided, that, if the borrower fails to do so, the lender may deliver the tenant direction letter delivered to lender at origination of the Brighton Towne Square Mortgage Loan). On the first occurrence of a Sweep Event Period, the borrower is required to cause revenue received by the borrower or any applicable property manager from the Brighton Towne Square Property to be deposited into such lockbox promptly upon receipt. All funds deposited into the lockbox are required to be transferred on a daily basis to or at the direction of the borrower unless a Sweep Event Period exists. Upon the occurrence and during the continuance of a Sweep Event Period, all funds in the lockbox account are required to be swept on a daily basis to a cash management account under the control of the lender to be applied and disbursed in accordance with the Brighton Towne Square Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Brighton Towne Square Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Brighton Towne Square Mortgage Loan. Upon the cure of the applicable Sweep Event Period, so long as no other Sweep Event Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower. Upon an event of default under the Brighton Towne Square Mortgage Loan documents, the lender will apply funds to the debt in such priority as it may determine. |
A “Sweep Event Period” means each period commencing upon (i) the occurrence and continuance of an event of default under the Brighton Towne Square Mortgage Loan documents until cured, (ii) the debt service coverage ratio (as calculated under the Brighton Towne Square Mortgage Loan documents) being less than 1.15x, and concluding when the debt service coverage ratio (as calculated under the Brighton Towne Square Mortgage Loan documents), for the immediately preceding calendar quarter, is at least 1.20x for two consecutive calendar quarters and (iii) the occurrence of an Major Tenant Event Period (as defined below) until an Major Tenant Event Period Cure (as defined below).
A “Major Tenant” means Home Depot, UofM, their respective succors and assigns, and any replacement tenant that enters in a lease for all or any portion of the space currently leased to Home Depot or UofM.
A “Major Tenant Event Period” will occur if any Major Tenant (i) defaults under its lease, (ii) goes dark or otherwise ceases operations at the Brighton Towne Square Property, (iii) sublets 33.3% or more of its lease space, (iv) gives notice to vacate or vacates its leased space at the Brighton Towne Square Property, (v) gives notice to terminate or terminates its lease, and/or (vi) becomes a debtor in any bankruptcy or other insolvency proceeding.
A “Major Tenant Event Period Cure” means (a) with regard to clause (i) in the definition of Major Tenant Event Period, such Major Tenant cures the related default, (b) with regard to clause (ii) in the definition of Major Tenant Event Period, the resumption of such Major Tenant’s operations for at least one calendar quarter, (c) with regard to clause (iii) in the definition of Major Tenant Event Period, there has been a termination of each sublease of the applicable space and the applicable Major Tenant remains in possession of the required portion of its space, (d) with regard to clauses (iv) and (v) in the definition of Major Tenant Event Period, the written rescission of such Major Tenant’s notice to vacate or terminate, (e) with regard to clause (vi) in the definition of Major Tenant Event Period,
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #5: BRIGHTON TOWNE SQUARE
the affirmation by such Major Tenant of its lease and closure of its bankruptcy or insolvency case, and/or (f) (x) the full execution and delivery of an approved five-year lease extension or an approved replacement lease, (y) a satisfactory estoppel from the Major Tenant or replacement tenant and (z) evidence that all tenant improvements and leasing commissions have been paid.
■ | Property Management. The Brighton Towne Square Property is currently managed by Argus Realty Group, LLC, pursuant to a management agreement. Under the Brighton Towne Square Mortgage Loan documents, the Brighton Towne Square Property is required to be managed by Argus Realty Group, LLC or any other management company reasonably approved by the lender and with respect to which a rating agency confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the borrower (or selected by the lender in the event of an event of default under the Brighton Towne Square Mortgage Loan documents or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction), subject to the lender’s reasonable approval (i) during the continuance of an event of default under the Brighton Towne Square Mortgage Loan documents, (ii) if at any time the debt service coverage ratio falls below 1.05x (as calculated under the Brighton Towne Square Mortgage Loan documents), (iii) during the continuance of a material default by the property manager under the management agreement (after the expiration of any applicable notice and/or cure periods), (iv) if the property manager files or is the subject of a petition in bankruptcy or (v) if at any time the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds. |
■ | Ground Lease. None. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Secured Indebtedness. Not permitted. |
■ | Release of Collateral. At any time on or after December 6, 2022, the borrower may release (a “Release”) (A) that certain individual parcel containing the multi-tenant office building (the “Office Release Parcel”) and/or (B) that certain individual parcel containing the UofM building (the “UoM Release Parcel”; together with the Office Release Parcel, each a “Release Parcel”) as collateral for the Brighton Towne Square Mortgage Loan, provided the following conditions, among others, are satisfied: (i) no Sweep Event Period exists under the Brighton Towne Square Mortgage Loan documents and (ii) the borrower prepays an amount equal to the greatest of (a) 125% of the allocated loan amount for the Office Release Parcel and/or 135% of the allocated loan amount for the UofM Release Parcel, (b) the amount that would result in the LTV with respect to the Brighton Towne Square Property remaining after giving effect to the Release not exceeding 61.2%, (c) the amount that would result in the DSCR with respect to the Brighton Towne Square Property remaining after giving effect to the Release not less than 1.30x, or (d) the amount that would result in the debt yield with respect to the Brighton Towne Square Property remaining after giving effect to the Release not less than 9.8%, each as determined by the lender in its sole discretion. |
■ | Terrorism Insurance. The Brighton Towne Square Mortgage 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 Brighton Towne Square Property, plus business interruption coverage in an amount equal to 100% of the projected gross income 18 months from the date the Brighton Towne Square Property is repaired/replace and operations are resumed, plus an extended period of 180 days from resumed operations or until income returns to level prior to loss. See “Risk Factors—Risks Relating to the Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
Mortgaged Property Information | Mortgage Loan Information | ||||||||
Number of Mortgaged Properties | 1 | Loan Seller | CREFI | ||||||
Location (City / State) | Washington / District of Columbia | Cut-off Date Balance(2) | $40,000,000 | ||||||
Property Type | Office | Cut-off Date Balance per SF(1) | $419.16 | ||||||
Size (SF) | 207,081 | Percentage of Initial Pool Balance | 6.3% | ||||||
Total Occupancy as of 6/6/2022 | 100.0% | Number of Related Mortgage Loans | None | ||||||
Owned Occupancy as of 6/6/2022 | 100.0% | Type of Security | Leasehold | ||||||
Year Built / Latest Renovation | 1978 / 2015 | Mortgage Rate | 4.60000% | ||||||
Appraised Value | $132,500,000 | Original Term to Maturity (Months) | 120 | ||||||
Appraisal Date | 10/27/2021 | Original Amortization Term (Months) | NAP | ||||||
Borrower Sponsors | Jayaprasad Vejendla and Rohit Kumar | Original Interest Only Period (Months) | 120 | ||||||
Property Management | G&E Real Estate Management Services, Inc. | First Payment Date | 5/6/2022 | ||||||
Maturity Date | 4/6/2032 | ||||||||
Underwritten Revenues | $15,195,761 | ||||||||
Underwritten Expenses | $7,565,364 | Escrows(3) | |||||||
Underwritten Net Operating Income (NOI) | $7,630,397 | Upfront | Monthly | ||||||
Underwritten Net Cash Flow (NCF) | $7,574,486 | Taxes | $248,086 | $248,086 | |||||
Cut-off Date LTV Ratio(1) | 65.5% | Insurance | $0 | Springing | |||||
Maturity Date LTV Ratio(1) | 65.5% | Replacement Reserve | $0 | $4,580 | |||||
DSCR Based on Underwritten NOI / NCF(1) | 1.88x / 1.87x | TI / LC(4) | $5,150,000 | $0 | |||||
Debt Yield Based on Underwritten NOI / NCF(1) | 8.8% / 8.7% | Other(5) | $145,104 | $0 | |||||
Sources and Uses | |||||||||
Sources | $ | % | Uses | $ | % | ||||
Whole Loan Amount | $86,800,000 | 62.1% | Purchase Price | $132,250,000 | 94.7% | ||||
Sponsor Equity | 50,875,250 | 36.4 | Upfront Reserves(4) | 5,543,190 | 4.0 | ||||
Other Sources(4) | 2,000,000 | 1.4 | Closing Costs | 1,882,060 | 1.3 | ||||
Total Sources | $139,675,250 | 100.0% | Total Uses | $139,675,250 | 100.0% | ||||
(1) | Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the 2550 M Street Whole Loan (as defined below). |
(2) | The 2550 M Street Mortgage Loan (as defined below) is part of the 2550 M Street Whole Loan which is comprised of two pari passu promissory notes with an aggregate original balance of $86,800,000. |
(3) | See “—Escrows” section below. |
(4) | The Upfront TI / LC reserve is satisfied in part by (x) $3,150,000 which has been deposited with the lender, and (y) the remaining $2,000,000 of which was deemed satisfied as a result of borrower delivering to lender the Existing Tenant Letter of Credit (as defined below). See “—Escrows” below for further details. |
(5) | Upfront Other reserves is a $145,104 ground rent reserve. |
■ | The Mortgage Loan. The mortgage loan (the “2550 M Street Mortgage Loan”) is part of a whole loan (the “2550 M Street Whole Loan”) consisting of two pari passu promissory notes in the aggregate outstanding principal balance of $86,800,000 and is secured by a first mortgage encumbering the borrower’s leasehold interest in a 207,081 SF office property located in Washington D.C. (the “2550 M Street Property”). The 2550 M Street Mortgage Loan, evidenced by the non-controlling Note A-2, has an outstanding principal balance as of the Cut-off Date of $40,000,000 and represents approximately 6.3% of the Initial Pool Balance. The controlling Note A-1 had an original principal balance and has an outstanding balance as of the Cut-off Date of $46,800,000. The 2550 M Street Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”) on March 31, 2022. The 2550 M Street Whole Loan has an interest rate of 4.60000% per annum. The proceeds of the 2550 M Street Mortgage Loan were used to fund the acquisition of the 2550 M Street Property, fund upfront reserves and pay origination costs. |
The 2550 M Street Whole Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The 2550 M Street Whole Loan requires payments of interest only for the entire term of the 2550 M Street Whole Loan. The stated maturity date of the 2550 M Street Whole Loan is the payment date in April 2032. Voluntary prepayment of the 2550 M Street Whole Loan in whole (but not in part) is prohibited prior to the due date occurring in January 2032. Defeasance of the 2550 M Street Whole Loan in whole (but not in part) is permitted at any time after the second anniversary of the date on which the entire 2550 M Street Whole Loan has been securitized.
The table below summarizes the promissory notes that comprise the 2550 M Street Whole Loan. The relationship between the holders of the 2550 M Street Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Note Holder | Controlling Piece |
A-1 | $46,800,000 | $46,800,000 | Benchmark 2022-B35 | Yes |
A-2 | 40,000,000 | 40,000,000 | CGCMT 2022-GC48 | No |
Whole Loan | $86,800,000 | $86,800,000 |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
■ | The Mortgaged Property. The 2550 M Street Property is a 207,081 SF nine story single tenant office building situated on a 0.75-acre site in the Northwest quadrant of Washington D.C. The 2550 M Street Property was built in 1978 and renovated in 2015. The 2550 M Street Property possesses 120 parking spaces, with a parking ratio of 0.58 spaces per 1,000 SF. The 2550 M Street Property is currently 100.0% occupied by a single tenant, Squire Patton Boggs (US) LLP. The 2550 M Street Property is LEED Gold Certified (O + M) since 2012 and includes a cafe for the employees. The 2550 M Street Property is situated between the neighborhoods of Georgetown and Dupont Circle with close proximity to the National Mall. The 2550 M Street Property underwent renovations totalling approximately $23.6 million from 2013-2015. |
The sole tenant, Squire Patton Boggs (US) LLP occupies 207,081 SF (100.0% of the NRA, 98.9% of the UW Base Rent) with a lease expiration of April 30, 2032. Squire Patton Boggs (US) LLP is an international law firm with 45 offices in 20 countries. Squire Patton Boggs (US) LLP signed a 220 month lease renewal in 2012 for the entire 2550 M Street Property with no option to terminate.
■ | COVID-19 Update. As of May 6, 2022, the 2550 M Street Property is open and operational. The sole tenant did not receive rent abatements due to the COVID-19 pandemic. As of May 6, 2022, the 2550 M Street Property is not subject to any modifications or forbearance requests. The first payment date of the 2550 M Street Mortgage Loan was May 6, 2022. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and May Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus. |
The following table presents certain information relating to the sole tenant at the 2550 M Street Property:
Sole Tenant Based on Underwritten Based Rent(1)
Tenant Name | Credit Rating | Tenant GLA | % of GLA | UW Base | % of Total | UW Base | Lease Expiration | Renewal / | |
Squire Patton Boggs (US) LLP | NR/NR/NR | 207,081 | 100.0% | $9,718,258 | 98.9% | $46.93 | 4/30/2032 | 1, 5-year option | |
Total Occupied | 207,081 | 100.0% | $9,718,258 | 98.9% | $46.93 | ||||
Remaining Tenants(4) | 0 | 0.0 | 104,995 | 1.1 | 0.00 | ||||
Vacant | 0 | 0.0 | NAP | NAP | NAP | ||||
Total | 207,081 | 100.0% | $9,823,253 | 100.0% | $47.44 |
(1) | Based on the underwritten rent roll dated June 6, 2022. |
(2) | Credit Ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include contractual rent steps of $240,649 that include increases for Squire Patton Boggs (US) LLP, T-Mobile Northeast LLC and Nextel Communications of the Mid-Atlantic, Inc. occurring through January 2023. |
(4) | Includes UW Base Rent attributable to two antenna tenants, T-Mobile Northeast LLC and Nextel Communications of the Mid-Atlantic, Inc., and The Westbridge Condominium Association Inc. |
The following table presents certain information relating to the lease rollover schedule at 2550 M Street Property, based on the initial lease expiration date:
Lease Expiration Schedule(1)
Year Ending | Expiring | % of | Cumulative % of | UW Base Rent(2) | % of Total | UW Base Rent | # of Expiring | |
MTM | 0 | 0.0% | 0.0% | $0 | 0.0% | $0.00 | 0 | |
2022 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2023 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2024(3) | 0 | 0.0 | 0.0% | 26,671 | 0.3 | $0.00 | 1 | |
2025(3) | 0 | 0.0 | 0.0% | 73,890 | 0.8 | $0.00 | 1 | |
2026 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2027 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2028 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2029 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2030 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2031 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 | |
2032 & Thereafter | 207,081 | 100.0 | 100.0% | 9,722,692 | 99.0 | $46.95 | 2 | |
Vacant | 0 | 0.0 | 100.0% | NAP | NAP | NAP | NAP | |
Total / Wtd. Avg. | 207,081 | 100.0% | $9,823,253 | 100.0% | $47.44 | 4 |
(1) | Based on the underwritten rent roll dated June 6, 2022. |
(2) | UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include contractual rent steps of $240,649 that include increases for Squire Patton Boggs (US) LLP, T-Mobile Northeast LLC and Nextel Communications of the Mid-Atlantic, Inc. occurring through January 2023. |
(3) | Includes UW Base Rent attributable to two antenna tenants, T-Mobile Northeast LLC and Nextel Communications of the Mid-Atlantic, Inc., and The Westbridge Condominium Association Inc. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
The following table presents certain information relating to historical leasing at the 2550 M Street Property:
Historical Leased %(1)
12/31/2019 | 12/31/2020 | 12/31/2021 | As of 6/6/2022(2) |
100.0% | 100.0% | 100.0% | 100.0% |
(1) | Historical occupancies are as of December 31 of each respective year. |
(2) | Based on the underwritten rent roll dated June 6, 2022. |
■ | 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 2550 M Street Property: |
Cash Flow Analysis
2019 | 2020 | 2021 | Underwritten | Underwritten $ per SF | |||||
Base Rent | $8,873,067 | $9,096,907 | $9,324,969 | $9,582,603 | $46.27 | ||||
Contractual Rent Steps(1) | 0 | 0 | 0 | 240,649 | $1.16 | ||||
Total Reimbursements | 6,036,254 | 6,058,901 | 5,997,835 | 5,676,880 | $27.41 | ||||
Other Income(2) | 559,717 | 567,141 | 564,950 | 470,635 | $2.27 | ||||
Gross Potential Rent | $15,469,038 | $15,722,949 | $15,887,754 | $15,970,768 | $77.12 | ||||
Vacancy & Credit Loss | 0 | 0 | 0 | (775,007) | ($3.74) | ||||
Effective Gross Income | $15,469,038 | $15,722,949 | $15,887,754 | $15,195,761 | $73.38 | ||||
Real Estate Taxes | 2,969,178 | 2,967,057 | 2,953,674 | 2,835,123 | $13.69 | ||||
Insurance | 33,037 | 56,471 | 65,633 | 98,918 | $0.48 | ||||
Management Fee | 464,071 | 471,688 | 476,633 | 455,873 | $2.20 | ||||
Other Operating Expenses | 2,467,457 | 1,913,043 | 1,955,258 | 2,286,967 | $11.04 | ||||
Ground Rent | 0 | 0 | 0 | 1,888,484 | $9.12 | ||||
Total Expenses | $5,933,743 | $5,408,260 | $5,451,197 | $7,565,364 | $36.53 | ||||
Net Operating Income | $9,535,295 | $10,314,689 | $10,436,557 | $7,630,397 | $36.85 | ||||
Replacement Reserves | 0 | 0 | 0 | 55,912 | $0.27 | ||||
TI / LC | 0 | 0 | 0 | 0 | $0.00 | ||||
Net Cash Flow | $9,535,295 | $10,314,689 | $10,436,557 | $7,574,486 | $36.58 | ||||
Occupancy(3) | 100.0% | 100.0% | 100.0% | 95.0% | |||||
NOI Debt Yield (4) | 11.0% | 11.9% | 12.0% | 8.8% | |||||
NCF DSCR (4) | 2.36x | 2.55x | 2.58x | 1.87x |
(1) | Contractual rent steps of $240,649 include increases for Squire Patton Boggs (US) LLP, T-Mobile Northeast LLC and Nextel Communications of the Mid-Atlantic, Inc. occurring through January 2023. |
(2) | Other Income includes items such as parking income, HVAC after-hours income, and miscellaneous operating income. |
(3) | Underwritten occupancy is based on the economic occupancy. |
(4) | Calculated based on the 2550 M Street Whole Loan. |
■ | Appraisal. According to the appraisal, the 2550 M Street Property has an “as is” appraised value of $132,500,000 as of October 27, 2021. |
■ | Environmental Matters. According to the Phase I environmental report, dated November 8, 2021, there are no recognized environmental conditions or recommendations for further action at the 2550 M Street Property. |
■ | Market Overview and Competition. 2550 M Street Property is located in Washington D.C. within the Washington-Arlington-Alexandria, DC-VA-MD Metropolitan Statistical Area (the “MSA”) and is part of the West End submarket of the District of Columbia. As of October 2021, total employment in the MSA was approximately 3,312,981 with an unemployment rate around 4.9%. The leading industries in the MSA are Professional/Scientific/Tech Services, Public Administration and Health Care. The MSA is expected to benefit from the opening of the Amazon HQ2 in Crystal City, Virginia. The Amazon HQ2 is expected to be completed in 2023 and is projected to bring approximately 25,000 new jobs to the area. The 2550 M Street Property benefits from its proximity to the central business district located east of the 2550 M Street Property as well as Constitution Avenue and the National Mall to the south. The 2550 M Street Property can be accessed by Interstate 66, which connects the West End submarket to Northern Virginia. The 2550 M Street property is also located close by to the Ronald Reagan National Airport. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
As of the second quarter of 2021, the overall West End office submarket contained approximately 2.9 million SF of inventory, had a 21.3% vacancy rate and had an average asking rent of $54.94 per SF.
According to the appraisal, the 2021 population within a one-, three- and five-mile radius of the 2550 M Street Property was 45,699, 376,685 and 808,987, respectively. The 2021 median household income within a one-, three- and five-mile radius of the 2550 M Street Property was $114,615, $113,985, and $109,820, respectively.
The following table displays four comparable office properties for the 2550 M Street Property:
Summary of Comparable Leases(1)
Property Name | Tenant Name | Tenant Leased Space (SF) | Lease Sign Date | Lease Term (months) | Base Rent Per SF |
2550 M Street | Squire Patton Boggs (US) LLP | 207,081(2) | January 2014(2) | 220(2) | $46.93(2) |
2000 K Street NW | Stradley Ronon | 20,283 | May 2021 | 126 | $48.00 |
2100 L Street NW | Morrison Foerster (Flrs. 7-10) | 80,000 | January 2021 | 192 | $58.50 |
1901 L Street NW | Axen, Veltrop | 33,871 | December 2020 | 180 | $52.00 |
1900 N Street NW | Goodwin Procter (Flrs, 10-12) | 80,329 | June 2019 | 180 | $59.00 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll dated June 6, 2022. |
■ | The Borrower. The borrower under the 2550 M Street Mortgage Loan is M Street West End DC LLC, a newly formed single-purpose Delaware limited liability company, which 100% owned by M Street West End DC LP, a Delaware limited partnership, which is 65% owned by QI M Street LLC, a Delaware limited liability company and 35.0% owned by Nome M Street LLC, a Delaware limited liability company. Counsel to the borrower delivered a non-consolidation opinion in connection with the origination the 2550 M Street Mortgage Loan. |
The borrower sponsors and non-recourse carveout guarantors are Jayaprasad Vejendla and Rohit Kumar. Both Jayaprasad Vejendla and Rohit Kumar are principals of Nome Capital Partners LLC, a California limited liability company, based in San Francisco. The real estate investment company was founded in 2014 by Mr. Kumar. The firm invests in and manages income generating commercial real estate, with a current portfolio totaling approximately $762 million.
■ | Escrows. At origination of the 2550 M Street Whole Loan, the borrower deposited approximately (i) $248,086 into a real estate tax reserve account, (ii) $145,104 into a ground rent reserve account, and (iii) $3,150,000 into a tenant improvement and leasing commissions reserve account, provided the lender may require the borrower to deposit an additional $2,000,000 into such reserve within two business days of written notice from lender (for a total required deposit of $5,150,000) in the event for any reason lender is unable to draw on an existing $2,000,000 tenant letter of credit from the tenant under the Specified Tenant Lease (as defined below) delivered by such tenant to borrower, and deposited by borrower with the lender under the 2550 M Street Whole Loan (the “Existing Tenant Letter of Credit”), upon an event of default under 2550 M Street Whole Loan documents, regardless of whether the lender’s inability to draw upon the Existing Tenant Letter of Credit is due to a refusal or undue delay by the issuing bank, any termination, cancellation, or other unavailability of the Existing Tenant Letter of Credit, the absence of the right to draw such Existing Tenant Letter of Credit pursuant to the terms and conditions of the Specified Tenant Lease, or for any other reason whatsoever. |
Tax Reserve. The borrower is required to deposit into a real estate tax reserve at any time the Tax Account Waiver Conditions (as defined below) are not satisfied, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $248,086). “Tax Account Waiver Conditions” means that each of the following conditions are satisfied: (i) no Trigger Period (as defined below) has occurred and is continuing, (ii) Specified Tenant (as defined below) is obligated to pay all taxes directly to the applicable governmental authority pursuant to the Specified Tenant Lease, and (iii) Specified Tenant continues to make such payments of taxes and the lender receives evidence of such payment by no later than the dates required under the 2550 M Street Whole Loan documents.
Insurance Reserve. The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, such insurance reserve has been conditionally waived so long as the borrower maintains a blanket policy meeting the requirements of the 2550 M Street Whole Loan documents.
Replacement Reserve. The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $4,580.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
93
LOAN #6: 2550 m sTREET
■ | Lockbox and Cash Management. The 2550 M Street Whole Loan is structured with a springing lockbox and springing cash management. The borrower is required, upon the occurrence of a Trigger Period, to deliver a tenant direction letter to the existing tenant at the 2550 M Street Property, directing it to remit its rent checks directly to the lender-controlled lockbox (provided, that, if the borrower fails to do so, the lender may deliver the tenant direction letter delivered to lender at origination of the 2550 M Street Whole Loan). On the first occurrence of a Trigger Period, the borrower is required to cause revenue received by the borrower or any applicable property manager from the 2550 M Street property to be deposited into such lockbox promptly upon receipt. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of the borrower unless a Trigger Period exists. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the 2550 M Street Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 2550 M Street Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the 2550 M Street Whole Loan. Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower. Upon an event of default under the 2550 M Street Whole Loan documents, the lender will apply funds to the debt in such priority as it may determine. |
A “Trigger Period” means a period (A) commencing upon the earliest to occur of (i) an event of default, (ii) the debt yield falling below 7.25%, and (iii) the occurrence of a Specified Tenant Trigger Period; and (B) expiring upon (a) with regard to any Trigger Period commenced in connection with clause (i), the cure (if applicable) of such event of default, (b) with regard to any Trigger Period commenced in connection with clause (ii), the debt yield remains equal to or greater than 7.50% for two consecutive calendar quarters, and (c) with regard to any Trigger Period commenced in connection with clause (iii) a Specified Tenant Trigger Period ceasing to exist.
A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant being in material non-monetary default under its lease beyond all applicable notice and grace periods, (ii) Specified Tenant failing to be in actual, physical possession of its Specified Tenant Space (as defined below) (or applicable portion thereof), failing to be open for business during customary hours and/or “going dark” in its Specified Tenant Space (or applicable portion thereof), (iii) Specified Tenant giving notice that it is terminating its lease for all of its Specified Tenant Space (or applicable portion thereof), (iv) any termination or cancellation of any Specified Tenant Lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant Lease failing to otherwise be in full force and effect, (v) any bankruptcy or similar insolvency of any Specified Tenant, and (vi) the occurrence of a Renewal Trigger (as defined below); and (B) expiring upon the first to occur of lender’s receipt of evidence reasonably acceptable to lender (which such evidence will include, without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance acceptable to Lender, unless the applicable Specified Tenant refuses to deliver the such an estoppel certificate and Borrower has used commercially reasonable efforts to require delivery of thereof) of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) (x) with respect to the Specified Tenant Space demised to the initial Specified Tenant on the Closing Date, (A) borrower leasing 60% of such Specified Tenant Space in accordance with the applicable terms and conditions of the 2550 M Street Whole Loan documents, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease and (B) the debt yield is equal to or greater than 8.50% for two consecutive calendar quarters, and (y) with respect to the Specified Tenant Space demised to any other Specified Tenant, the borrower leasing the entire Specified Tenant Space (or applicable portion thereof) in accordance with the applicable terms and conditions of the 2550 M Street Whole Loan documents, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease. Notwithstanding the foregoing, in the event that the only Specified Tenant Trigger Period to exist is due to the occurrence of a Renewal Trigger, then no Specified Tenant Trigger Period will be deemed to exist for so long as borrower deposits the Renewal Trigger Monthly Deposit Amount.
“Specified Tenant Cure Conditions” means (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant Lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant Space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant Space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #6: 2550 m sTREET
Specified Tenant Lease in accordance with clause (vi) of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance with the terms hereof and thereof for the applicable Specified Tenant Renewal Term (as defined below), (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant Lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant Lease pursuant to final, non-appealable order of a court of competent jurisdiction and (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant Lease.
A “Specified Tenant” means (i) Square Patton Boggs (US) LLP and (ii) any other lessee(s) of 25% or more of the initial Specified Tenant Space as of origination of the 2550 M Street Whole Loan and any guarantor(s) of the applicable related Specified Tenant lease.
A “Specified Tenant Renewal Term” means five years.
A “Specified Tenant Space” means that portion of the 2550 M Street Property demised to a Specified Tenant pursuant to the Specified Tenant Lease.
A “Specified Tenant Lease” means collectively and/or individually (as the context requires), each lease at the 2550 M Street Property with a Specified Tenant (including, without limitation, any guaranty or similar instrument furnished thereunder).
A “Renewal Trigger” means either (i) at any time between 36 and 24 months prior to the expiration of the then applicable term of the applicable Specified Tenant Lease, Specified Tenant gives notice of its intent to not extend or renew the applicable Specified Tenant Lease or (ii) Specified Tenant failing to extend or renew the applicable Specified Tenant Lease on or prior to the date occurring 24 months prior to the expiration of the then applicable term of the applicable Specified Tenant Lease in accordance with the applicable terms and conditions thereof.
A “Renewal Trigger Monthly Deposit Amount” means (i) for the period commencing on May 1, 2029, and continuing through (and including) April 30, 2030, $601,772.07, (ii) for the period commencing on May 1, 2030, and continuing through (and including) April 30, 2031, $623,770.94, and (iii) for the period commencing on May 1, 2031, and continuing through (and including) the stated maturity date, $646,336.05.
■ | Property Management. The 2550 M Street Property is managed by G&E Real Estate Management Services, Inc., a Delaware corporation, doing business as Newmark Knight Frank. |
■ | Ground Lease. The 2550 M Street Property is subject to a ground lease between Georgetown Income Partners LLC, as landlord and M Street West End DC LLC, as tenant. The ground lease is set to expire in March 2121. The fixed annual rent payable by the tenant is paid monthly and is currently $1,700,000.04 per annum. The ground lease was established in connection with acquisition of the 2550 M Street Property between the borrower and the seller. The rent under the ground lease is subject to fixed increases for the first six years, 2.0% increases in years seven through 15, and increases by the greater of (a) CPI or (b) 2.0% thereafter. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not Permitted. |
■ | Release of Collateral. Not Permitted. |
■ | Terrorism Insurance. The 2550 M Street 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 2550 M Street Property, plus business interruption coverage in an amount equal to 100% of the projected gross income for the 2550 M Street Property until the completion of restoration or the expiration of 24 months, 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 depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
95
LOAN #7: BELL WORKS
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
96
LOAN #7: BELL WORKS
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #7: BELL WORKS
Mortgaged Property Information | Mortgage Loan Information | ||||||||||
Number of Mortgaged Properties | 1 | Loan Sellers(2) | CREFI, BMO | ||||||||
Location (City / State) | Holmdel, New Jersey | Cut-off Date Balance(2) | $40,000,000 | ||||||||
Property Type | Office | Cut-off Date Balance per SF(1) | $153.12 | ||||||||
Size (SF) | 1,371,470 | Percentage of Initial Pool Balance | 6.3% | ||||||||
Total Occupancy as of 2/1/2022 | 90.5% | Number of Related Mortgage Loans | None | ||||||||
Owned Occupancy as of 2/1/2022 | 90.5% | Type of Security | Fee | ||||||||
Year Built / Latest Renovation | 1962, 1964, 1982 / 2017 | Mortgage Rate | 5.11000% | ||||||||
Appraised Value | $335,200,000 | Original Term to Maturity (Months) | 120 | ||||||||
Appraisal Date | 1/31/2022 | Original Amortization Term (Months) | NAP | ||||||||
Borrower Sponsors | Ralph Zucker and Jozef Straus | Original Interest Only Period (Months) | 120 | ||||||||
Property Management | Somerset Holmdel, LLC | First Payment Date | 6/6/2022 | ||||||||
Maturity Date | 5/6/2032 | ||||||||||
Underwritten Revenues | $37,490,628 | ||||||||||
Underwritten Expenses | $17,715,360 | Escrows (3) | |||||||||
Underwritten Net Operating Income (NOI) | $19,775,267 | Upfront | Monthly | ||||||||
Underwritten Net Cash Flow (NCF) | $18,261,235 | Taxes | $617,834 | $308,917 | |||||||
Cut-off Date LTV Ratio(1) | 62.6% | Insurance | $0 | Springing | |||||||
Maturity Date LTV Ratio(1) | 62.6% | Replacement Reserve | $0 | $24,583 | |||||||
DSCR Based on Underwritten NOI / NCF(1) | 1.82x / 1.68x | TI / LC(4) | $8,500,000 | Springing | |||||||
Debt Yield Based on Underwritten NOI / NCF(1) | 9.4% / 8.7% | Other(5) | $6,778,984 | Springing | |||||||
Sources and Uses | ||||||||||
Sources | $ | % | Uses | $ | % | |||||
Whole Loan Amount | $210,000,000 | 100.0% | Loan Payoff | $170,604,822 | 81.2% | |||||
Return of Equity | 20,132,200 | 9.6 | ||||||||
Upfront Reserves | 15,896,818 | 7.6 | ||||||||
Closing Costs | 3,366,160 | 1.6 | ||||||||
Total Sources | $210,000,000 | 100.0% | Total Uses | $210,000,000 | 100.0% | |||||
(1) | Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the Bell Works Whole Loan (as defined below). |
(2) | The Bell Works Mortgage Loan (as defined below) is part of the Bell Works Whole Loan, which is comprised of 12 pari passu promissory notes with an aggregate original balance of $210,000,000. The Bell Works Whole Loan was co-originated by Citi Real Estate Funding, Inc. (“CREFI”), Bank of Montreal (“BMO”) and Barclays Capital Real Estate Inc. (“BCREI”). |
(3) | See “—Escrows” below. |
(4) | TI / LC reserve is subject to a cap equal to $8,500,000. See “—Escrows” below. |
(5) | Other reserves include an upfront outstanding obligations reserve of $6,778,984 and a springing ongoing put price reserve. See “—Escrows” below. |
■ | The Mortgage Loan. The Bell Works mortgage loan (the “Bell Works Mortgage Loan”) is part of a whole loan (the “Bell Works Whole Loan”) secured by the borrower’s fee interest in a 1,371,470 SF office property located in Holmdel, New Jersey (the “Bell Works Property”). The Bell Works Whole Loan is comprised of 12 pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $210,000,000. The Bell Works Mortgage Loan is evidenced by non-controlling Notes A-2-1 and A-4 with an outstanding principal balance as of the Cut-off Date of $40,000,000 and represents approximately 6.3% of the Initial Pool Balance. |
The Bell Works Whole Loan was co-originated on April 8, 2022 by CREFI, BMO and BCREI and accrues interest at a fixed rate of 5.11000% per annum. The Bell Works Whole Loan has an initial term of 120 months, a remaining term of 119 months and is interest-only for the full term. The scheduled maturity date of the Bell Works Whole Loan is the due date that occurs in May 2032. The proceeds of the Bell Works Whole Loan were used to refinance the Bell Works Property, pay origination costs, fund upfront reserves and return equity to the borrower sponsor.
Voluntary prepayment of the Bell Works Whole Loan is prohibited prior to the due date occurring in March 2032. Defeasance of the Bell Works Whole Loan in whole (but not in part) is permitted at any time after the earlier of (i) April 8, 2026 and (ii) the second anniversary of the closing date of the securitization that includes the last note of the Bell Works Whole Loan to be securitized.
The table below summarizes the promissory notes that comprise the Bell Works Whole Loan. The relationship between the holders of the Bell Works Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Note Holder | Controlling Piece |
A-1 | $50,000,000 | $50,000,000 | Benchmark 2022-B35 | Yes |
A-2-1, A-4 | 40,000,000 | 40,000,000 | CGCMT 2022-GC48 | No |
A-2-2, A-3 | 30,000,000 | 30,000,000 | CREFI(1) | No |
A-5, A-6, A-7, A-8 | 50,000,000 | 50,000,000 | BMO(1) | No |
A-9, A-10, A-11 | 40,000,000 | 40,000,000 | BCREI(1) | No |
Whole Loan | $210,000,000 | $210,000,000 |
(1) | Expected to be contributed to one or more future securitization transactions. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #7: BELL WORKS
■ | The Mortgaged Property. The collateral for the Bell Works Whole Loan is a five-story Class A suburban office building located in Holmdel, New Jersey totaling 1,371,470 SF. The Bell Works Property was built in phases in 1962, 1964, and 1982 and recently renovated in 2017. The Bell Works Property is comprised of office and ground floor retail spaces and features a multi-story glass auditorium in the center of the Bell Works Property. The Bell Works Property also features a 360-seat auditorium, banquet room, roof deck, daycare and fitness center. Onsite parking is provided at the Bell Works Property by 4,263 surface parking spaces, resulting in a parking ratio of approximately 3.1 spaces per 1,000 SF. As of February 1, 2022, the Bell Works Property was 90.5% occupied by 108 tenants with the largest tenant accounting for 24.2% of NRA and no other tenant accounting for greater than 6.7% of NRA. |
The largest tenant based on underwritten base rent is iCIMS, Inc. (“iCIMS”) (331,378 SF: 24.2% of NRA: 25.1% of UW Base Rent). iCIMS is a software company that specializes in talent acquisition and is headquartered at the Bell Works Property. iCIMS has approximately 4,000 clients, including 40 Fortune 100 companies, and has 2.4 million global platform users. iCIMS talent cloud platform offers employers a single comprehensive talent recruitment platform that connects employers’ human resource and recruitment solutions. iCIMS has been in occupancy at the Bell Works Property since December 2017 with an original lease for 186,602 SF and has expanded its space at the Bell Works Property by an additional 72,388 SF in both August 2019 and February 2021. iCIMS current lease expires in November 2032 and has one, two-year extension option followed by two, five-year extension options. iCIMS is currently “dark” in approximately 75,000 SF of its demised premises. The Bell Works Whole Loan documents provide that iCIMS will not be deemed to be dark with respect to such space to the extent that (w) iCIMS has not alleged in writing any default by the borrower with respect to such space (including, without limitation, any failure to perform any landlord work and/or to pay any tenant allowance), (x) iCIMS has paid and continues to pay full unabated rent with respect to the entire demised premises, (y) iCIMS has not requested in writing any reduction in rent with respect to such space, and (z) iCIMS continues to occupy, and be open for business in, the balance of its demised premises.
The second largest tenant based on underwritten base rent is Guardian Life Insurance Company of America (“Guardian”) (91,319 SF: 6.7% of NRA: 8.9% of UW Base Rent). Guardian was founded in 1860 in New York City, where it is still headquartered. Guardian is one of the largest mutual life insurance companies in the United States with $9.3 billion in capital and $1.7 billion in operating income. Guardian serves approximately 29 million people through life insurance products, dental, accident, and disability insurance as well as individual retirement account programs and 401k products. Guardian currently employs approximately 9,000 individuals and has a network of over 2,500 financial representatives. Guardian’s lease at the Bell Works Property commenced in January 2018 and expires in December 2032 followed by three, five-year extension options.
The third largest tenant based on underwritten base rent is Jersey Central Power & Light Company (“JCP&L”)(69,870 SF: 5.1% of NRA: 5.8% of UW Base Rent). JCP&L is an electrical utility company servicing approximately 1.1 million customers in central and northern New Jersey and is a subsidiary of FirstEnergy Corporation. JCP&L has been a tenant at the Bell Works Property since May 2017 and has a current lease term though December 2027 followed by two, five-year extension options.
■ | COVID-19 Update. As of May 6, 2022, the Bell Works Property was open and operational. As of May 6, 2022, no tenants are receiving any rent deferrals or abatements due to the COVID-19 Pandemic. As of May 6, 2022, the Bell Works Whole Loan is not subject to any modifications or forbearance requests. The first payment date of the Bell Works Whole Loan is June 6, 2022. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and May Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #7: BELL WORKS
The following table presents certain information relating to the tenants at the Bell Works Property.
Largest Tenants Based on Underwritten Base Rent(1)
Tenant Name | Credit Rating (Fitch / MIS / S&P)(2) | Tenant GLA | % of GLA | UW Base Rent(3) | % of Total UW Base Rent(3) | UW Base Rent | Lease Expiration | Renewal / Extension Options |
iCIMS, Inc. | NR/NR/NR | 331,378 | 24.2% | $8,271,612 | 25.1% | $24.96 | 11/30/2032 | Various(4) |
Guardian Life Insurance Company of America | NR/NR/AA+ | 91,319 | 6.7 | 2,922,027 | 8.9 | $32.00 | 12/31/2032 | 3, 5-year options |
Jersey Central Power & Light Company | BBB/A3/BBB | 69,870 | 5.1 | 1,921,789 | 5.8 | $27.51 | 12/31/2027 | 2, 5-year options |
WorkWave LLC | NR/NR/NR | 71,667 | 5.2 | 1,899,176 | 5.8 | $26.50 | 5/27/2029 | 2, 5-year options |
International Flavors & Fragrances, L.P. | BBB/Baa3/BBB | 60,104 | 4.4 | 1,844,047 | 5.6 | $30.68 | 9/30/2033 | 2, 5-year options |
Cisco Systems | NR/A1/AA- | 49,998 | 3.6 | 1,312,182 | 4.0 | $26.24 | 12/31/2023 | 2, 5-year options |
Santander Bank, N.A. | NR/A2/A+ | 38,954 | 2.8 | 1,207,574 | 3.7 | $31.00 | 4/30/2028 | 2, 5-year options |
Central Reach | NR/NR/NR | 26,615 | 1.9 | 958,140 | 2.9 | $36.00 | 10/31/2032 | 2, 5-year options |
Vonage | NR/NR/NR | 25,517 | 1.9 | 854,820 | 2.6 | $33.50 | 4/30/2027 | 2, 2-year options |
Spirent Communications(5) | NR/NR/NR | 34,389 | 2.5 | 821,563 | 2.5 | $23.89 | 2/28/2030 | NAP |
Largest Tenants | 799,811 | 58.3% | $22,012,929 | 66.7% | $27.52 | |||
Remaining Tenants | 440,996 | 32.2 | 10,990,333 | 33.3 | $24.92 | |||
Total Occupied | 1,240,807 | 90.5% | $33,003,261 | 100.0% | $26.60 | |||
Vacant Space | 130,663 | 9.5 | NAP | NAP | NAP | |||
Total / Wtd. Avg. All Owned Tenants | 1,371,470 | 100.0% | $33,003,261 | 100.0% | $26.60 |
(1) | Based on the underwritten rent roll dated February 1, 2022. |
(2) | Credit Ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | UW Base Rent figures are inclusive of contractual rent steps. |
(4) | iCIMS, Inc. has one, two-year extension option followed by two, five-year extension options. |
(5) | Spirent Communications has a one-time right to terminate its lease in its entirety or in part as of February 28, 2027, with nine months’ notice and payment of a termination fee. |
The following table presents certain information relating to the lease rollover schedule at the Bell Works Property, based on the initial lease expiration date:
Lease Expiration Schedule(1)(2)
Year Ending December 31 | Expiring Owned GLA | % of Owned GLA | Cumulative % of | UW Base Rent(3) | % of Total UW Base | UW Base Rent $ per | # of Expiring | |
MTM | 1,662 | 0.1 | % | 0.1% | $0 | 0.0% | $0.00 | 2 |
2022 | 42,134 | 3.1 | 3.2% | 1,218,576 | 3.7 | $28.92 | 18 | |
2023 | 78,933 | 5.8 | 8.9% | 2,394,956 | 7.3 | $30.34 | 15 | |
2024 | 23,561 | 1.7 | 10.7% | 865,476 | 2.6 | $36.73 | 12 | |
2025 | 44,562 | 3.2 | 13.9% | 1,316,138 | 4.0 | $29.53 | 8 | |
2026 | 41,427 | 3.0 | 16.9% | 1,309,163 | 4.0 | $31.60 | 10 | |
2027 | 99,957 | 7.3 | 24.2% | 2,923,188 | 8.9 | $29.24 | 6 | |
2028 | 87,830 | 6.4 | 30.6% | 2,353,695 | 7.1 | $26.80 | 6 | |
2029 | 146,993 | 10.7 | 41.3% | 4,008,535 | 12.1 | $27.27 | 14 | |
2030 | 118,084 | 8.6 | 50.0% | 2,571,170 | 7.8 | $21.77 | 10 | |
2031 | 0 | 0.0 | 50.0% | 0 | 0.0 | $0.00 | 0 | |
2032 | 470,976 | 34.3 | 84.3% | 12,198,319 | 37.0 | $25.90 | 5 | |
2033 & Thereafter | 84,688 | 6.2 | 90.5% | 1,844,047 | 5.6 | $21.77 | 3 | |
Vacant | 130,663 | 9.5 |
| 100.0% | NAP | NAP | NAP | NAP |
Total / Wtd. Avg. | 1,371,470 | 100.0 | % | $33,003,261 | 100.0% | $26.60 | 109 |
(1) | Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in this rollover schedule. |
(2) | Based on the underwritten rent roll dated February 1, 2022. |
(3) | UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF are inclusive of rent steps. |
The following table presents certain information relating to historical leasing at the Bell Works Property:
Historical Leased %(1)
2020 | 2021 | As of 2/1/2022(2) |
65.9% | 76.6% | 90.5% |
(1) | As of December 31 unless specified otherwise. |
(2) | Based on the underwritten rent roll dated February 1, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Bell Works Property: |
Cash Flow Analysis(1)
2019 | 2020 | 2021 | TTM 2/28/2022 | Underwritten | Underwritten $ per SF | |||||
Base Rent | $23,043,362 | $26,208,072 | $29,412,960 | $29,943,564 | $32,038,407 | $23.36 | ||||
Contractual Rent Steps(3) | 0 | 0 | 0 | 0 | 964,855 | $0.70 | ||||
Potential Income from Vacant Space | 0 | 0 | 0 | 0 | 4,503,866 | $3.28 | ||||
Total Reimbursements | 874,111 | 688,729 | 1,584,115 | 1,084,401 | 2,133,820 | $1.56 | ||||
Other Income(4) | 568,329 | 341,475 | 959,018 | 996,252 | 1,330,546 | $0.97 | ||||
Event Revenue (net)(5) | 8,314 | 37,558 | 158,948 | 226,082 | 1,023,000 | $0.75 | ||||
Gross Potential Rent | $24,494,116 | $27,275,834 | $32,115,041 | $32,250,300 | $41,994,494 | $30.62 | ||||
Vacancy & Credit Loss | (4,177,860) | (2,236,002) | (433,620) | (492,980) | (4,503,866) | ($3.28) | ||||
Effective Gross Income | $20,316,256 | $25,039,832 | $31,681,421 | $31,757,320 | $37,490,628 | $27.34 | ||||
Real Estate Taxes | 2,079,066 | 2,718,393 | 2,988,992 | 3,516,964 | 3,707,005 | $2.70 | ||||
Insurance | 667,837 | 774,217 | 893,360 | 900,110 | 858,262 | $0.63 | ||||
Management Fee | 728,324 | 861,280 | 1,089,879 | 1,109,805 | 1,312,172 | $0.96 | ||||
Other Operating Expenses | 10,192,501 | 9,128,333 | 10,922,065 | 11,050,751 | 11,837,921 | $8.63 | ||||
Total Expenses | $13,667,728 | $13,482,223 | $15,894,296 | $16,577,630 | $17,715,360 | $12.92 | ||||
Net Operating Income(2) | $6,648,528 | $11,557,609 | $15,787,125 | $15,179,689 | $19,775,267 | $14.42 | ||||
Replacement Reserves | 0 | 0 | 0 | 0 | 295,000 | $0.22 | ||||
TI / LC | 0 | 0 | 0 | 0 | 1,219,032 | $0.89 | ||||
Net Cash Flow | $6,648,528 | $11,557,609 | $15,787,125 | $15,179,689 | $18,261,235 | $13.32 | ||||
Occupancy | NAP | 65.9% | 76.6% | 85.9% | 88.7%(6) | |||||
NOI Debt Yield | 3.2% | 5.5% | 7.5% | 7.2% | 9.4% | |||||
NCF DSCR | 0.61x | 1.06x | 1.45x | 1.40x | 1.68x |
(1) | Based on the underwritten rent roll dated February 1, 2022. |
(2) | The increase from TTM 2/28/2022 Net Operating Income to Underwritten Net Operating Income is primarily attributable to potential income from vacant space and contractual rent steps. |
(3) | Underwritten Contractual Rent Steps are underwritten through March 1, 2023. |
(4) | Other Income includes overtime HVAC reimbursements and net income from co-working space. |
(5) | Event Revenue (net) includes net event revenue, access control fees, and other miscellaneous income. |
(6) | Underwritten Occupancy is based on the economic occupancy. |
■ | Appraisal. According to the appraisal, the Bell Works Property has an “as-is” appraised value of $335,200,000 as of January 31, 2022. |
■ | Environmental Matters. According to the Phase I environmental report dated as of February 14, 2022, a recognized environmental condition was identified related to a spill incident at the Bell Works Property which is currently undergoing remedial investigation. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus. |
■ | Market Overview and Competition. The Bell Works Property is located in Holmdel, New Jersey within Monmouth County and is considered part of Central New Jersey. As of 2020, the Central New Jersey area had a population of approximately 2.8 million people. Central New Jersey offers a mix of industry employment with the Professional & Business Services and Education & Health Services sectors accounting for 20% and 16.5% of total employment, respectively. Primary access to the Bell Works Property is via the Garden State Parkway and State Routes 35 and 34, all of which run through Holmdel, New Jersey. |
The Bell Works Property is located in the Central New Jersey Office submarket. As of the third quarter of 2021, the submarket had an inventory of 84,070,150 SF, a direct vacancy rate of 15.9% and a direct average Class A office base rent of $32.21 PSF. Furthermore, as of the third quarter of 2021, Monmouth County had 12,028,106 SF of office space, a direct vacancy rate of 8.7% and a direct average Class A office rent of $32.95 PSF.
According to the appraisal, the 2021 population and average household income within a one-, three- and five-mile radius of the Bell Works Property was 1,658, 26,186, and 127,105 and $254,706, $238,948 and $169,488, respectively.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Comparable Leases Summary(1)
Property Name | Tenant Name | City / State | Tenant Leased Space (SF) | Lease Sign Date | Lease Term (months) | Base Rent Per SF |
Bell Works | iCIMS, Inc. | Holmdel / NJ | 331,378(2) | December 2017(2) | 180(2) | $24.96(2) |
West Windsor Commons | Bristol Myers Squibb | West Windsor / NJ | 117,828 | November 2020 | 90 | $35.00 |
Princeton Forrestal Center | Croda International | Plainsboro / NJ | 61,696 | April 2020 | 138 | $31.50 |
250 Industrial Way West | Tyco Submarine Systems | Eatontown / NJ | 138,163 | October 2019 | 120 | $29.26 |
The Offices at Metropark | IBM | Edison / NJ | 155,000 | June 2019 | 64 | $41.00 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll dated February 1, 2022. |
■ | The Borrower. The borrower is Somerset Holmdel Development I Urban Renewal, L.P., a New Jersey limited partnership and single purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Bell Works Whole Loan. |
The borrower leases the Bell Works Property to Bell Works Master Tenant, LLC, a New Jersey limited liability company (the “Master Lessee”) pursuant to the terms of that certain Master Lease Agreement dated December 14, 2017, as amended (the “Master Lease”) under which the Master Lessee operates the Bell Works Property and pays rent to the borrower. The borrower elected to pass-through to the Master Lessee certain historic rehabilitation tax credits (“HTCs”) to which the borrower is entitled as a result of expenditures incurred in connection with the certified rehabilitation of the Bell Works Property, and the HTCs are not collateral for the Bell Works Whole Loan. An affiliate of the borrower (the “Managing Member of the Master Lessee”) retains a one percent controlling interest in the Master Lessee. The entity which owns 100% of the Managing Member of the Master Lessee has pledged its ownership interest in the Managing Member of the Master Lessee to the lender as collateral for the Bell Works Whole Loan. Pursuant to a subordination, non-disturbance and attornment agreement (the “HTC SNDA”) among the lender, the borrower, the Master Lessee and the 99% equity interest owner of Master Lessee (the “HTC Investor”), the Master Lease is subordinate to the lien of the mortgage in exchange for the lender’s agreement to not terminate the Master Lease until the next business day following the fifth anniversary of the date on which the last qualified rehabilitation expenditure as with respect to the Bell Works Property is first placed in service, but in no event later than April 1, 2026 (the “HTC Recapture Period Expiration Date”). In addition, pursuant to the HTC SNDA the lender must provide HTC Investor with prior written notice of its intention to commence any enforcement action (such as foreclosure) under the Bell Works Whole Loan documents, the lender must provide HTC Investor with all notices of default under the Bell Works Whole Loan documents, and HTC Investor has a cure period of not less than 10 days with respect to all such defaults. Pursuant to the operating agreement of the Master Lessee, HTC Investor is entitled to certain distributions subject to available cash flow, including an annual “priority return” equal to two percent of its paid-in capital contributions to the Master Lessee. Pursuant to a certain put option agreement between the Managing Member of the Master Lessee and the HTC Investor, the HTC Investor has a put option to cause the Managing Member of the Master Lessee to purchase all the HTC Investor��s interests in the Master Lessee during the three-month period following the occurrence of the HTC Recapture Period Expiration Date (the “Put Option”). In addition, HTC Investor has certain rights to replace borrower’s general partner and/or the Managing Member of the Master Lessee, subject to the terms and conditions set forth in the HTC SNDA.
The lender has also agreed that, prior to the HTC Recapture Period Expiration Date, on each due date following the first occurrence of a Trigger Period (as defined below), regardless of the existence of an event of default it will disburse to the Master Lessee any revenues from the Bell Works Property that exceed the sum of (i) base Master Lease rent (a portion of which may be subject to deferral due to the unavailable of net operating income, as more particularly described in the Master Lease), (ii) 1/12th of the estimated annual additional rent under the Master Lease (which is calculated based, in part, on net cash flow generated by the Bell Works Property and is payable annually to the extent of available net cash flow), (iii) the monthly replacement reserve deposit amount, (iv) the monthly TI / LC reserve deposit amount (if any), (v) during a Trigger Period, the monthly operating expense amount pursuant to the approved annual budget, and (vi) 1/12th of the projected annual distribution to the Managing Member of Master Lessee (such revenues in excess of the sums set forth in clauses (i)-(vi), the “Excess Revenues”).
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The borrower sponsors and non-recourse carveout guarantors are Ralph Zucker and Jozef Straus. Ralph Zucker is the president of Somerset Development, a Holmdel, New Jersey-based real estate company specializing in new urbanism and traditional neighborhood design. Jozef Straus is a key principal of Adarsan Holdings Limited, a family investment office based in Ottawa, Ontario, Canada. Adarsan Holdings Limited partners with developers and provides management support, strategic guidance and access to a wide network of investment and industry contacts.
■ | Escrows. At origination of the Bell Works Whole Loan, the borrower deposited approximately (i) $617,834 into a reserve account for real estate taxes or payment-in-lieu-of-tax payments, (ii) $8,500,000 into a reserve account for tenant improvements and leasing commissions and (iii) $6,778,984 into a reserve account for outstanding obligations with respect to certain unfunded free rent and tenant improvement/leasing commissions. |
Tax Reserve. The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $308,917).
Insurance Reserve. The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, such insurance reserve has been conditionally waived so long as the borrower maintains a blanket policy meeting the requirements of the Bell Works Whole Loan documents.
Replacement Reserve. The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $24,583.
TI / LC Reserve. The borrower is required to deposit into a tenant improvement and leasing commissions reserve, on a monthly basis, an amount equal to approximately $114,289; provided, however, the borrower will not be required to make such monthly deposit into the tenant improvement and leasing reserve so long as the amount in the tenant improvements and leasing commissions account equals or exceeds $8,500,000.
Put Price Reserve. The borrower is required to deposit into a put price reserve, on a monthly basis, from the payment date occurring in July 2024 through and including the monthly payment date in June 2026, an amount equal to approximately $82,130); provided that such obligation may be satisfied upon delivery to lender of a letter of credit in an amount not less than the amount sufficient to pay to HTC Investor all amounts due and payable in connection with the exercise of the Put Option, which letter of credit will serve as additional collateral for the Bell Works Whole Loan for so long as such letter of credit remains outstanding.
■ | Lockbox and Cash Management. The Bell Works Whole Loan is structured with a hard lockbox and springing cash management. The borrower or Master Lessee are required to deliver a tenant direction letter to the existing tenants at the Bell Works Property, directing them to remit their rent checks directly to the lender-controlled lockbox. The borrower, property manager and Master Lessee are required to cause all rents to be deposited directly into a lender approved lockbox account immediately upon receipt. All funds deposited into the lockbox are required to be transferred on each business day to the extent no Trigger Period (as defined below) exists, either (A) prior to the termination of the Master Lease in accordance with the terms and conditions of the Bell Works Whole Loan documents, to or at the direction of Master Lessee, or (B) on and after the termination of the Master Lease, to or at the direction of the borrower. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the Bell Works Whole Loan documents. Prior to the HTC Recapture Period Expiration Date, (i) all Excess Revenues are required to be disbursed to the Master Lessee (regardless of whether a Trigger Event or event of default has occurred), and (ii) all other funds will be applied in accordance with the Bell Works Whole Loan documents, with any excess after such application to be held by the lender in an excess cash flow reserve account as additional collateral for the Bell Works Whole Loan. After the HTC Recapture Period Expiration Date, all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Bell Works Whole Loan documents will be held by the lender in an excess cash flow reserve account as additional collateral for the Bell Works Whole Loan. |
A “Trigger Period” means a period commencing upon the occurrence of: (i) an event of default under the Bell Works Whole Loan, (ii) the debt yield on or prior to the payment date occurring in April 2023 falling below 6.75%, (iii) the debt yield after the payment date occurring in April 2023 falling below 7.00%, (iv) the occurrence of a Specified Tenant Trigger Period (as defined below), (v) on May 6, 2031 to the extent (x) iCIMS has not extended or renewed its Specified Tenant Lease (as defined below) for a term of at least 5 years and (y) the iCIMS Specified
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Tenant Lease accounts for 10% or more of the total rental income for the Bell Works Property (provided that, if any portion of the Bell Works Property which is the subject of the iCIMS Tenant Specified Tenant Lease is subleased to a third-party tenant, and such third-party tenant has entered into a direct agreement with borrower or Master Lessee, as applicable, in form and substance acceptable to lender whereby such third-party tenant’s sublease will continue as a direct lease between such third-party tenant and borrower or Master Lessee, as applicable, following the expiration or termination of the iCIMS Specified Tenant Lease for a term ending not earlier than the date that is three years following the stated maturity date of the iCIMS Specified Tenant Lease (i.e., May 6, 2035), then such third-party rent due pursuant to said sublease will reduce the total rent due under the iCIMS Specified Tenant Lease for purposes of the calculations included in this clause (y)).
A Trigger Period may be cured (a) with respect to clause (i) above, upon the acceptance by the lender of a cure of such event of default, (b) with respect to clause (ii) and (iii) above, the date that the debt yield is equal to or greater than 7.00% for two consecutive calendar quarters, (c) with respect to clause (iv) above, a Specified Tenant Trigger Period ceasing to exist as set forth below and (d) with respect to clause (v) above, the satisfaction of the Collateral Cure Condition (as defined below).
“Specified Tenant Trigger Period” means a period (A) with regard to the Specified Tenant (as defined below) commencing upon the first to occur of (i) an event of default beyond applicable notice and cure periods, (ii) failing to be in actual, physical possession of the Specified Tenant Space (or applicable portion thereof) unless (A) the discontinuation is to comply with governmental restrictions which restrict the use or occupancy as a result of, or otherwise in connection with, the COVID-19 pandemic, or is due to any acceptable remote-working conditions or (B) solely with respect to iCIMS, the “dark” portion of the premises consists solely of the approximately 75,000 square feet of the premises demised pursuant to iCIMS’ Specified Tenant Lease that have not been improved or fit out and have not historically been occupied, and (w) iCIMS has not alleged in writing any default by borrower with respect to such portion of the premises, (x) iCIMS has paid and continues to pay full unabated rent, (y) iCIMS Tenant has not requested in writing any reduction in rent with respect to such portion of the premises, and (z) iCIMS continues to occupy, and be open for business in, the balance of its demised premises (each a “Permitted Dark Event”), (iii) Specified Tenant gives notice of lease termination, (iv) any termination or cancellation of any Specified Tenant Lease, (v) any bankruptcy or similar insolvency, (vi) failing to extend or renew the applicable Specified Tenant Lease in accordance with the applicable terms and conditions thereof and with the Bell Works Whole Loan for the applicable Specified Tenant renewal term and (vii) Specified Tenant ceasing to satisfy the Credit Rating Condition; and (B) expiring upon the first to occur of lender’s receipt of evidence reasonably acceptable to lender (which such evidence will include, without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance acceptable to lender) of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) borrower or Master Lessee, as applicable, leasing the entire Specified Tenant Space (as defined below)(or applicable portion thereof), the applicable tenant under such lease being in actual, physical occupancy of the space demised under its lease and paying the full amount of the rent due under its lease.
A “Specified Tenant Cure Condition” means each of the following, as applicable (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant Lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant Space (or applicable portion thereof) subject to Permitted Dark Events, (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant Lease in accordance with clause (vi) of the “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance with its terms for the applicable Specified Tenant renewal term of five years, (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant Lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant Lease pursuant to final, non-appealable order of a court of competent jurisdiction, (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant Lease and (vii) in the event the Specified Tenant Trigger Period is due to a Credit Rating Trigger, the applicable Specified Tenant with respect to which such Credit Rating Trigger occurred satisfies the Credit Rating Cure Condition (as defined below).
A “Specified Tenant” means, as applicable, (i) iCIMS, (ii) any tenant whose lease at the Bell Works Property, individually or when aggregated with all other leases at the Bell Works Property with the same tenant or any affiliates of such tenant, accounts for 15% or more of either (A) the total rental income for the Bell Works Property, or (B) the total square footage of the Bell Works Property, (iii) any other lessee(s) of the Specified Tenant Space (or any
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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portion thereof) and (iv) any guarantor(s) of, or persons providing credit support in relation to, the applicable related Specified Tenant Lease(s). Notwithstanding the foregoing, or anything to the contrary herein, the Master Lessee will not be deemed to be a Specified Tenant.
A “Specified Tenant Lease” means, collectively and/or individually (as the context requires), each lease at the Bell Works Property with a Specified Tenant (including, without limitation, any guaranty or similar instrument furnished thereunder). Notwithstanding the foregoing, or anything to the contrary herein, the Master Lease will not be deemed to be a Specified Tenant Lease.
A “Specified Tenant Space” means that portion of the Bell Works Property demised as of the date hereof to the initial Specified Tenant pursuant to the initial Specified Tenant Lease. References herein to “applicable portions” of the Specified Tenant Space (or words of similar import) will be deemed to refer to the portion of the Specified Tenant Space demised pursuant to the applicable Specified Tenant Lease(s) entered into after the date hereof in accordance with the applicable terms and conditions of the Bell Works Whole Loan documents.
A “Credit Rating Condition” means, as to any entity, a condition which will be satisfied to the extent that, as of the applicable date of determination, such entity then maintains a long-term unsecured debt rating of at least BBB-from S&P and an equivalent rating from each of Moody’s and Fitch, to the extent the foregoing rate such entity.
A “Credit Rating Cure Condition” means, as to any entity, a condition which will be satisfied to the extent that, as of the applicable date of determination, such entity then maintains a long-term unsecured debt rating of at least BBB- from S&P and, if applicable, an equivalent rating from Moody’s and Fitch.
“Collateral Cure Condition” means that borrower has deposited cash into an account with lender, or has delivered to lender a letter of credit, which, in each case, (i) serves as additional collateral for the Bell Works Whole Loan, and (ii) is in an amount determined by lender in its sole but good-faith discretion to be equal to the amount of excess cash flow that would have been deposited into the excess cash flow account pursuant to the terms of the Bell Works Whole Loan documents during the period from May 6, 2031 through and including the May 6, 2032.
■ | Property Management. The Bell Works Property is managed by Somerset Holmdel, LLC, an affiliate of the borrower sponsor. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not permitted. |
■ | Release of Collateral. The Bell Works Whole Loan documents permit, at any time other than the 60 days prior to and following a securitization of the Bell Works Whole Loan, the borrower to record condominium documents whereby it will impose a condominium regime on its fee interest in the Bell Works Property, which regime will consist of two units, one of which will consist of the air rights above the improvements (the “Upper Unit”) and the other will consist of all of the real property and improvements at the Bell Works Property which are not included in the Upper Unit after which the borrower may obtain the release of the Upper Unit, provided that, among other conditions: (i) the borrower delivers a REMIC opinion, and (ii) if requested by the lender, the borrower delivers a rating agency confirmation with respect to the implementation of the condominium conversion. |
■ | Township of Holmdel Library Lease & Note: In connection with the borrower’s redevelopment of the Bell Works Property, the borrower has leased a portion of the Bell Works Property to the Township of Holmdel, New Jersey (the “Township”), for use as a library. Pursuant to the related lease documentation, the borrower is required to make an annual payment of $50,000 to the Township for “tenant fit-out” through 2037. Such annual payment obligation is evidenced by a promissory note in the original principal amount of $1,000,000 made by borrower for the benefit of the Township. This promissory note does not bear interest and is freely prepayable at any time. |
■ | Township Escrow: In connection with the borrower’s redevelopment of the Bell Works Property, the borrower was required to escrow certain funds with the Township in order to pay for the Township’s costs in connection with the redevelopment. As of the date of origination of the Bell Works Whole Loan, approximately $96,181 remained in the escrow, which has been collaterally assigned to lender as additional security for the Bell Works Whole Loan. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | Solar Panel Leases and Letters of Credit: The borrower is the lessee under three equipment lease agreements with Bank of the West in connection with certain solar panels at the Bell Works Property (the “Solar Panel Leases”). Pursuant to the terms thereof, the borrower has options to purchase the “equipment” (as defined in each Solar Panel Lease) that must each be exercised by no later than December 13, 2022 (the “Solar Panel Lease Purchase Option Deadline”). In connection with the Solar Panel Leases, Bank of the West is the beneficiary under three letters of credit issued by Canadian Imperial Bank of Commerce (the “Solar Panel LOCs”), for which an affiliate of the borrower is the applicant thereunder. There is one Solar Panel LOC associated with each Solar Panel Lease. The borrower has represented in the Bell Works Whole Loan documents that, among other things, on the Solar Panel Lease Purchase Option Deadline, the available amounts under each Solar Panel LOC will exceed the related purchase price under the associated Solar Panel Lease. The Bell Works Whole Loan documents obligate the borrower to timely exercise each Solar Panel Lease purchase option. |
■ | Terrorism Insurance. The borrower is required to maintain or cause to be maintained an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Bell Works Property, plus business interruption coverage in an amount equal to 100% of the projected gross income for the Bell Works Property for 18 months with six months of extended indemnity. The “all-risk” policy containing terrorism insurance is required to contain a deductible no greater than $100,000 unless lender consents to a higher deductible. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Mortgaged Property Information | Mortgage Loan Information | ||||||||
Number of Mortgaged Properties | 1 | Loan Seller | GSMC | ||||||
Location (City / State) | Ontario, California | Cut-off Date Principal Balance | $30,000,000 | ||||||
Property Type | Hospitality | Cut-off Date Principal Balance per Room | $62,240.66 | ||||||
Size (Rooms) | 482 | Percentage of Initial Pool Balance | 4.7% | ||||||
Total TTM Occupancy as of 3/31/2022 | 80.1% | Number of Related Mortgage Loans | None | ||||||
Owned TTM Occupancy as of 3/31/2022 | 80.1% | Type of Security(2) | Fee | ||||||
Year Built / Latest Renovation | 1982 / 2019 | Mortgage Rate | 5.36900% | ||||||
Appraised Value | $133,000,000 | Original Term to Maturity (Months) | 60 | ||||||
Appraisal Date | 2/28/2022 | Original Amortization Term (Months) | NAP | ||||||
Borrower Sponsor | Park Intermediate Holdings LLC | Original Interest Only Period (Months) | 60 | ||||||
Property Management(1) | DT Management LLC | First Payment Date | 6/6/2022 | ||||||
Maturity Date | 5/6/2027 | ||||||||
Underwritten Revenues | $33,278,125 | ||||||||
Underwritten Expenses | $24,236,766 | Escrows(3) | |||||||
Underwritten Net Operating Income (NOI) | $9,041,359 | Upfront | Monthly | ||||||
Underwritten Net Cash Flow (NCF) | $7,710,234 | Taxes | $0 | Springing | |||||
Cut-off Date LTV Ratio | 22.6% | Insurance | $0 | Springing | |||||
Maturity Date LTV Ratio | 22.6% | Replacement Reserves | $0 | Springing | |||||
DSCR Based on Underwritten NOI / NCF | 5.54x / 4.72x | TI / LC | $0 | $0 | |||||
Debt Yield Based on Underwritten NOI / NCF | 30.1% / 25.7% | Other | $0 | $0 | |||||
Sources and Uses | |||||||||
Sources | $ | % | Uses | $ | % | ||||
Loan Amount | $30,000,000 | 100.0% | Loan Payoff | $29,576,299 | 98.6% | ||||
Closing Costs | 237,124 | 0.8 | |||||||
Principal Equity Distribution | 186,578 | 0.6 | |||||||
Total Sources | $30,000,000 | 100.0% | Total Uses | $30,000,000 | 100.0% | ||||
(1) | The DoubleTree Onatrio Property (as defined below) is managed by DT Management LLC (a 100% owned subsidiary of Hilton Worldwide, Inc.) pursuant to a management contract through December 2035 (plus two, 10-year extension options by mutual agreement). |
(2) | The DoubleTree Ontario Mortgage Loan is secured by both the fee interest owned by the borrower, DT Ontario Hotel Partners LLC, and the leasehold interest owned by DT Ontario Hotel Partners Lessee LLC, pursuant to an operating lease. The DoubleTree Ontario Property is leased in its entirety from the fee owner, DT Ontario Hotel Partners LLC, to DT Ontario Hotel Partners Lessee LLC. |
(3) | See “—Escrows” below. |
■ | The Mortgage Loan. The DoubleTree Ontario mortgage loan (the “DoubleTree Ontario Mortgage Loan”) is a fixed rate loan secured by a first mortgage encumbering the borrower’s fee simple interest and the operating lessee’s leasehold interest in a 482-room hospitality property located in Ontario, California (the “DoubleTree Ontario Property”). The DoubleTree Ontario Mortgage Loan is evidenced by a promissory note with an original principal balance and outstanding principal balance as of the Cut-off Date of $30,000,000, representing approximately 4.7% of the Initial Pool Balance. |
The DoubleTree Ontario Mortgage Loan was originated by Goldman Sachs Bank USA on April 21, 2022. The DoubleTree Ontario Mortgage Loan has a five-year interest-only term and accrues interest at a fixed rate of 5.36900% per annum. The DoubleTree Ontario Mortgage Loan proceeds were used to refinance existing debt on the DoubleTree Ontario Property, pay origination costs and return equity to the borrower sponsor.
The DoubleTree Ontario Mortgage Loan had an initial term of 60 months and has a remaining term of 59 months as of the Cut-off Date. The scheduled maturity date of the DoubleTree Ontario Mortgage Loan is the due date in May 2027. Voluntary prepayment of the DoubleTree Ontario Mortgage Loan in whole (but not in part) is permitted on or after the due date in May 2025 without payment of any prepayment premium. In addition, the DoubleTree Ontario Mortgage Loan may be voluntary prepaid in whole (but not in part) at any time on or after the due date in May 2024 with the payment of a yield maintenance premium of at least 1% of the amount prepaid.
■ | The Mortgaged Property. The DoubleTree Ontario Property was constructed in 1982 but was operated as a Red Lion Motor Inn until it was converted into a DoubleTree in 1997. In 2001, the DoubleTree Ontario Property completed a $13 million expansion which added a third building with 145 rooms for a total of 484 rooms. The expansion was facilitated by the Ontario Development Authority (ODA), through a land purchase and tax incentives designed to improve the competitiveness of the adjacent convention center. In a subsequent renovation, the DoubleTree Ontario Property’s key count was lowered to 482 to increase the meeting space offerings at the hotel. Between 2017 and 2019, the borrower sponsor spent approximately $12.6 million ($26.1 thousand per key) on renovations for the guestrooms and lobby. The DoubleTree Ontario Property is managed by DT Management LLC (a 100% owned subsidiary of Hilton Worldwide, Inc.) pursuant to a management contract through December 2035 (plus two, 10-year |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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extension options by mutual agreement). The DoubleTree Ontario Property contains the largest inventory of rooms and available meeting space in the Ontario hotel submarket and is located within the metropolitan area inland of and adjacent to Los Angeles, known as the Inland Empire. The DoubleTree Ontario Property currently features multiple food and beverage options, approximately 36,727 SF of meeting space, an outdoor pool, a fitness center, and other onsite amenities.
The DoubleTree Ontario Property has shown recovery towards pre-COVID levels. In the second half of 2021, the DoubleTree Ontario Property generated an average monthly RevPAR of $119.19, compared to the second half 2019 levels of $119.81. The DoubleTree Ontario Property also generated a RevPAR penetration index of 144.7 in the trailing 12 months as of March 2022. The DoubleTree Ontario Property’s 2022 budget is expected by the borrower to exceed 2017 levels as RevPAR continues to increase while meeting usage and F&B return to pre-pandemic levels. We cannot assure that the occupancy at the DoubleTree Ontario Property will return to 2017 levels or that RevPAR will increase or not decrease.
Since 2011, the borrower sponsor has invested over $24 million into the DoubleTree Ontario Property. This includes a $12.6 million rooms and lobby renovation that occurred between 2017 and 2019. Over the upcoming five years, the borrower sponsor plans to invest an additional $6 million in various maintenance projects and DoubleTree Ontario Property updates. We cannot assure you such amounts or any amounts will be invested.
The following table presents certain information relating to the 2019 demand analysis with respect to the DoubleTree Ontario Property based on market segmentation, as provided in the appraisal for the DoubleTree Ontario Property:
2019 Accommodated Room Night Demand(1)
Property | Commercial | Meeting and Group | Contract | Leisure |
DoubleTree Ontario | 35.0% | 25.0% | 22.0% | 18.0% |
(1) | Source: Appraisal. |
The following table presents certain information relating to the penetration rates relating to the DoubleTree Ontario Property and various market segments, as provided in the appraisal for the DoubleTree Ontario Property:
Penetration Rates(1)
Occupancy | ADR | RevPAR | |
2021 | 121.5% | 98.5% | 119.6% |
(1) | Source: Appraisal. |
The following table presents certain information relating to historical occupancy, ADR and RevPAR at the DoubleTree Ontario Property:
Historical Occupancy, ADR, RevPAR(1)
2019 | 2020 | 2021 | TTM 3/31/2022 | |
Occupancy | 91.1% | 49.4% | 73.6% | 80.1% |
ADR | $131.66 | $121.85 | $136.65 | $143.57 |
RevPAR | $119.98 | $60.19 | $100.58 | $114.99 |
(1) | As provided by the borrower and represents averages for the year ended December 31, unless otherwise specified. |
■ | COVID-19 Update. As of May 24, 2022, the DoubleTree Ontario Property is open and operating. As of May 24, 2022, no loan modification or forbearance requests have been made on the DoubleTree Ontario Mortgage Loan. The first payment date of the DoubleTree Ontario Mortgage Loan is June 6, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, at the DoubleTree Ontario Property: |
Cash Flow Analysis
2019 | 2020 | 2021 | TTM 3/31/2022 | Underwritten | Underwritten $ per Room | |||||||||||||
Rooms Revenue | $21,108,576 | $10,618,350 | $17,694,423 | $20,230,287 | $19,901,091 | $41,289 | ||||||||||||
Food & Beverage Revenue | 13,216,403 | 4,579,070 | 6,766,598 | 8,929,376 | 12,460,378 | $25,851 | ||||||||||||
Other Revenue(1) | 256,557 | 157,161 | 499,891 | 677,144 | 916,656 | $1,902 | ||||||||||||
Total Revenue | $34,581,536 | $15,354,581 | $24,960,913 | $29,836,806 | $33,278,125 | $69,042 | ||||||||||||
Rooms Expense | $4,676,579 | $2,780,635 | $3,823,946 | $4,294,623 | $4,409,062 | $9,147 | ||||||||||||
Food & Beverage Expense | 8,258,210 | 3,001,911 | 4,772,767 | 6,062,589 | 7,785,811 | $16,153 | ||||||||||||
Other Expense(2) | 1,408,561 | 1,536,271 | 1,549,287 | 1,582,247 | 1,637,069 | $3,396 | ||||||||||||
Total Departmental Expense | $14,343,350 | $7,318,817 | $10,146,000 | $11,939,458 | $13,831,942 | $28,697 | ||||||||||||
Total Undistributed Expense | 8,473,904 | 5,224,160 | 6,841,038 | 7,863,163 | 8,878,075 | $18,419 | ||||||||||||
Total Fixed Expense | 1,452,540 | 521,914 | 1,012,489 | 1,238,764 | 1,526,749 | $3,168 | ||||||||||||
Total Operating Expenses | $24,269,794 | $13,064,891 | $17,999,527 | $21,041,385 | $24,236,766 | $50,284 | ||||||||||||
Net Operating Income(3) | $10,311,742 | $2,289,690 | $6,961,386 | $8,795,421 | $9,041,359 | $18,758 | ||||||||||||
FF&E(4) | 1,383,261 | 614,183 | 998,437 | 1,193,472 | 1,331,125 | $2,762 | ||||||||||||
Net Cash Flow | $8,928,481 | $1,675,507 | $5,962,949 | $7,601,949 | $7,710,234 | $15,996 | ||||||||||||
Occupancy | 91.1% | 49.4% | 73.6% | 80.1 | % | 85.9% | ||||||||||||
NOI Debt Yield | 34.4% | 7.6% | 23.2% | 29.3 | % | 30.1% | ||||||||||||
NCF DSCR | 5.47x | 1.03x | 3.65x | 4.66 | x | 4.72x |
(1) | Other Revenue includes parking income and miscellaneous income. |
(2) | Other Expense includes parking expenses, miscellaneous expenses, rental equipment, insurance and other non-operating expenses. |
(3) | The increase in Underwritten Net Operating Income compared to 2021 Net Operating Income is primarily attributable to occupancy and Food & Beverage returning to pre-COVID levels, and the Property beginning to charge for onsite parking as of September 2021. |
(4) | FF&E contributions equal 4% of total operating revenue. |
■ | Appraisal. According to the appraisal, the DoubleTree Ontario Property had an “as-is” appraised value of $133,000,000 as of February 28, 2022. |
■ | Environmental Matters. According to a Phase I environmental report dated March 15, 2022, there are no recognized environmental conditions or recommendations for further action at the DoubleTree Ontario Property. |
■ | Market Overview and Competition. The DoubleTree Ontario Property is located within the Los Angeles-Long Beach, CA market and Ontario submarket. Within 5 miles of the DoubleTree Ontario Property, there are an estimated over 360,000 people with an estimated average household income of $99,155. The 2021 per capita personal income in the market is approximately $57,000. In the Ontario hotel market, RevPAR fell from $92.07 in 2019 to $44.45 in 2020, during the peak of COVID lockdowns. |
The City of Ontario is located approximately 35 miles east of downtown Los Angeles in San Bernadino County between three major highways (Interstate 15, Interstate 10, and State Route 60). The DoubleTree Ontario Property is located less than one mile from the Ontario Airport and is immediately adjacent to the Ontario Convention Center. Other local attractions include: Ontario Mills Outlet Mall, an Arnold Palmer-designed Empire Lakes golf course, NHL and NBA minor league games, professional indoor MASL soccer matches, music concerts, and other entertainment events at Toyota Arena, NASCAR races at Auto Club Speedway and the Glen Helen Amphitheater.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The following table presents certain information relating to the primary competition for the DoubleTree Ontario Property:
Competitive Set
Property | Number of | 2021 Occupancy | 2021 ADR | 2021 RevPAR |
DoubleTree Ontario | 482 | 73.6% | $136.65 | $100.58 |
Competitive Set(1) | ||||
Embassy Suites Ontario Airport | 175 | 70% - 75% | $160 - $170 | $115 - $120 |
Holiday Inn Ontario Airport | 180 | 65% - 70% | $130 - $140 | $90 - $95 |
Ontario Gateway Hotel (Delta Conversion)(2) | 299 | N/A | N/A | N/A |
Sheraton Ontario Airport | 165 | 55% - 60% | $125 - $130 | $70 - $75 |
Total / Wtd. Avg. Competitive Set | 69.8% | $139.06 | $97.02 |
(1) | Source: Appraisal. |
(2) | The Ontario Gateway Hotel (Delta Conversion) competitive property was closed for renovation in 2021. |
■ | The Borrower. The borrower is DT Ontario Hotel Partners LLC, a Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the DoubleTree Ontario Mortgage Loan. The borrower sponsor and non-recourse carveout guarantor under the DoubleTree Ontario Mortgage Loan is Park Intermediate Holdings LLC. |
■ | Escrows. Tax Reserve - On each due date, the borrower or operating lessee is required to fund 1/12 of the taxes that the lender reasonably estimates will be payable over the next-ensuing 12-month period; provided, however, such tax reserve will be conditionally waived to the extent (i) the equivalent deposits are paid by the borrower or operating lessee directly to an approved property manager pursuant to an approved property management agreement, (ii) the borrower provides the lender with satisfactory evidence that such amounts have been reserved with an approved property manager in the applicable reserve account, (iii) an approved property management agreement is in full force and effect and is not subject to any default by the operating lessee beyond any applicable grace or notice and cure period, and (iv) the borrower provides the lender with evidence, prior to the applicable delinquency date, that all property taxes have been paid (collectively, the “Carrying Cost Reserve Waiver Conditions”). |
Insurance Reserve - On each due date, the borrower is required to fund 1/12 of the insurance premiums for the policies required under the DoubleTree Ontario Mortgage Loan documents that the lender reasonably estimates will be payable over the next-ensuing 12-month period; provided, however, such insurance reserve will be conditionally waived to the extent (i) the borrower maintains a blanket policy meeting the requirements of the DoubleTree Ontario Mortgage Loan documents, or (ii) the Carrying Cost Reserve Waiver Conditions are satisfied with respect to insurance premiums.
FF&E Reserve – On each due date, the borrower is required to fund a reserve for furniture, fixtures and equipment in an amount equal to the greater of (a) the monthly amount required to be reserved pursuant to an approved management agreement for the replacement of furniture, fixtures and equipment or (b) 1/12 of 4% of the operating income of the DoubleTree Ontario Property for the previous 12 month period as determined on the anniversary of the last day of the calendar month in which the origination date occurs; provided, however, such FF&E reserve will be conditionally waived to the extent (i) the equivalent deposits are paid by the borrower or operating lessee directly to an approved property manager pursuant to an approved management agreement, (ii) the borrower provides the lender with satisfactory evidence that such amounts have been reserved with an approved property manager in the applicable reserve account and (iii) an approved management agreement is in full force and effect and is not subject to any default by the operating lessee beyond any applicable grace or notice and cure period.
■ | Lockbox and Cash Management. The DoubleTree Ontario Mortgage Loan is structured without a lockbox and with springing cash management. For so long as an approved property management agreement is in effect that allows for a similar arrangement of handling cash flow from the DoubleTree Ontario Property, all cash proceeds received by the borrower or the operating lessee or by an approved property manager on behalf of the borrower or the operating lessee from credit card transactions, all cash revenues and all other amounts are required to be deposited into an operating account (the “Operating Account”) or reserve accounts for furniture, fixtures and equipment or basic carrying costs, as appropriate, maintained by and under the control of an approved property manager in accordance with the terms of an approved management agreement. Upon the effective date of the termination of an approved property manager, (i) all such cash proceeds received by the borrower or operating |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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lessee or an approved property manager on behalf of the borrower or operating lessee are required to be deposited into a lender-controlled cash management account, and (ii) only the lender will have the right to access and direct the disbursement or transfer of the amounts in the Operating Account, in either instance until a replacement property management agreement has been entered into accordance with the DoubleTree Ontario Mortgage Loan documents that allows for a similar arrangement of handling cash flow from the DoubleTree Ontario Property and has established a replacement Operating Account and reserve accounts. To the extent a DoubleTree Ontario Trigger Period or event of default under the DoubleTree Ontario Mortgage Loan documents is continuing, at least once a month any approved property manager is required to remit all monthly amounts to which the borrower or operating lessee is entitled pursuant to an approved management agreement to the cash management account. To the extent a DoubleTree Ontario Trigger Period or event of default under the DoubleTree Ontario Mortgage Loan documents is not continuing, any approved property manager may maintain all amounts attributable to the DoubleTree Ontario Property in the Operating Account or transfer any amounts to which the borrower or operating lessee is otherwise entitled to a distribution account (the “Distribution Account”) maintained by the operating lessee, in either case, as agreed to between the borrower or operating lessee (as applicable) and the approved property manager. So long as no event of default is continuing, the operating lessee may withdraw amounts from the Distribution Account to pay bona fide property expenses (to the extent not otherwise paid from the Operating Account or applicable reserve accounts). During the continuance of a DoubleTree Ontario Trigger Period or event of default under the DoubleTree Ontario Mortgage Loan documents, all amounts contained in the Distribution Account will be remitted to the cash management account.
During the continuance of a DoubleTree Ontario Trigger Period (or an event of default under the DoubleTree Ontario Mortgage Loan at the lender’s election), all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the DoubleTree Ontario Mortgage Loan.
A “DoubleTree Ontario Trigger Period” means each period (a)(i) commencing when the debt yield (as calculated under the DoubleTree Ontario Mortgage Loan documents), determined as of the first day of any fiscal quarter, is less than 10%, and (ii) ending when the debt yield (as calculated under the DoubleTree Ontario Mortgage Loan documents), determined as of the first day of each of two consecutive fiscal quarters thereafter, is equal to or greater than 10%, (b) (i) commencing if and when the financial reports required under the DoubleTree Ontario Mortgage Loan documents are not delivered to the lender as and when required, subject to applicable notice and cure periods and (ii) ending when such reports are delivered and they indicate, in fact, that no DoubleTree Ontario Trigger Period is ongoing pursuant to clause (a) above, and (c)(i) commencing when an approved management agreement is not in full force and effect and (ii) ending when a replacement management agreement is entered into in accordance with the terms contained in the DoubleTree Ontario Mortgage Loan documents.
■ | Property Management. The DoubleTree Ontario Property is managed by DT Management LLC, a subsidiary of Hilton Worldwide, Inc. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not Permitted. |
■ | Release of Collateral. Not Permitted. |
■ | Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the DoubleTree Ontario Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA or a subsequent statute is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #9: ONE WILSHIRE
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #9: ONE WILSHIRE
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Mortgaged Property Information | Mortgage Loan Information | |||||||||
Number of Mortgaged Properties | 1 | Loan Seller | GSMC | |||||||
Location (City / State) | Los Angeles, California | Cut-off Date Balance(1) | $23,250,000 | |||||||
Property Type | Office | Cut-off Date Balance per SF(2) | $588.39 | |||||||
Size (SF) | 661,553 | Percentage of Initial Pool Balance | 3.7% | |||||||
Total Occupancy as of 11/1/2021 | 87.3% | Number of Related Mortgage Loans | None | |||||||
Owned Occupancy as of 11/1/2021 | 87.3% | Type of Security | Fee | |||||||
Year Built / Latest Renovation | 1967 / 1992 | Mortgage Rate | 2.77600% | |||||||
Appraised Value | $913,000,000 | Original Term to Maturity (Months)(3) | 120 | |||||||
Appraisal Date | 11/5/2021 | Original Amortization Term (Months) | NAP | |||||||
Borrower Sponsor | TechCore, LLC | Original Interest Only Period (Months)(3) | 120 | |||||||
Property Management | GI Property Manager (CA) Inc. | First Payment Date Anticipated Repayment Date | 2/6/2022 1/6/2032 | |||||||
Final Maturity Date | 1/6/2035 | |||||||||
Underwritten Revenues | $54,609,882 | |||||||||
Underwritten Expenses | $17,099,493 | Escrows(4) | ||||||||
Underwritten Net Operating Income (NOI) | $37,510,389 | Upfront | Monthly | |||||||
Underwritten Net Cash Flow (NCF) | $36,919,391 | Taxes | $0 | Springing | ||||||
Cut-off Date LTV Ratio(2) | 42.6% | Insurance | $0 | Springing | ||||||
Maturity Date LTV Ratio(2) | 42.6% | Replacement Reserve | $0 | Springing | ||||||
DSCR Based on Underwritten NOI / NCF(2) | 3.42x / 3.37x | TI / LC | $0 | Springing | ||||||
Debt Yield Based on Underwritten NOI / NCF(2) | 9.6% / 9.5% | Other | $0 | $0 | ||||||
Sources and Uses | ||||||||||
Sources | $ | % | Uses | $ | % | |||||
Whole Loan Amount | $389,250,000 | 100.0% | Principal Equity Distribution | $197,558,597 | 50.8% | |||||
Loan Payoff | 190,909,806 | 49.0 | ||||||||
Closing Costs | 781,598 | 0.2 | ||||||||
Total Sources | $389,250,000 | 100.0% | Total Uses | $389,250,000 | 100.0% | |||||
(1) | The One Wilshire Mortgage Loan (as defined below) is part of a whole loan evidenced by five pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $389,250,000. |
(2) | Calculated based on the aggregate outstanding principal balance of the One Wilshire Whole Loan (as defined below). See “—The Mortgage Loan” below. |
(3) | The One Wilshire Whole Loan is structured with an anticipated repayment date (“ARD”) of January 6, 2032 and a final maturity date of January 6, 2035. After the ARD, the interest rate will be revised to 3.0% over the greater of (x) 2.77600% and (y) the term SOFR rate in effect on the ARD, pursuant to the One Wilshire Whole Loan documents. The Mortgage Loan Information presented in the tables above are calculated based on the ARD. |
(4) | See “—Escrows” below. |
■ | The Mortgage Loan. The mortgage loan (the “One Wilshire Mortgage Loan”) is part of a whole loan (the “One Wilshire Whole Loan”) evidenced by five pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $389,250,000. The One Wilshire Whole Loan is secured by a first deed of trust encumbering the borrower’s fee interest in a 661,553 SF building comprised of data center and office space located in downtown Los Angeles, California (the “One Wilshire Property”). The One Wilshire Mortgage Loan, which is evidenced by the non-controlling note A-5, has an outstanding principal balance as of the Cut-off Date of $23,250,000 and represents approximately 3.7% of the Initial Pool Balance. |
The One Wilshire Whole Loan, which accrues interest at an initial rate of 2.77600% per annum (the “Initial Interest Rate”), was originated by Goldman Sachs Bank USA on December 22, 2021, had an aggregate original principal balance of $389,250,000 and has an aggregate outstanding principal balance as of the Cut-off Date of $389,250,000.
The One Wilshire Whole Loan has a 10-year interest-only term through the anticipated repayment date of January 6, 2032 and a final maturity date of January 6, 2035. After the ARD, through and including January 6, 2035, the following structure will apply: the interest rate will increase (such new rate, the “Adjusted Interest Rate”) by 3.0% over the greater of (x) 2.77600%, and (y) the term SOFR rate in effect on the ARD; however, interest accrued at the excess of the Adjusted Interest Rate over the initial interest rate will be deferred as described below under “Lockbox and Cash Management.” For the period from the origination date through the ARD, the One Wilshire Whole Loan will accrue interest at the Initial Interest Rate. Voluntary prepayment of the One Wilshire Whole Loan in whole (but not in part) is permitted on or after the open prepayment date occurring in July 2031 without payment of any prepayment premium. Defeasance of the One Wilshire Whole Loan in whole (but not in part) is permitted at any time after the second anniversary of the Closing Date.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The table below summarizes the promissory notes that comprise the One Wilshire Whole Loan. The relationship between the holders of the One Wilshire Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Outside Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Note Holder | Controlling Piece |
A-1 | $90,000,000 | $90,000,000 | Benchmark 2022-B32 | Yes |
A-2 | 80,000,000 | 80,000,000 | Benchmark 2022-B33 | No |
A-3 | 85,000,000 | 85,000,000 | Benchmark 2022-B34 | No |
A-4 | 111,000,000 | 111,000,000 | Benchmark 2022-B35 | No |
A-5 | 23,250,000 | 23,250,000 | CGCMT 2022-GC48 | No |
Total | $389,250,000 | $389,250,000 |
■ | The Mortgaged Property. The One Wilshire Property is a 30-story office building with a total rentable area of 661,553 SF (664,248 SF inclusive of the parking floors) located on an approximately 1.36-acre site at 624 South Grand Avenue in Los Angeles, California. The One Wilshire Property was originally constructed in 1967 and renovated in 1992. Additionally, there is also a 491 space five-level subterranean parking garage with 14 additional surface parking spaces. As of November 1, 2021, the One Wilshire Property was 87.3% leased to a variety of tenants, the largest being CoreSite. |
The largest tenant, CoreSite (176,685 SF; 26.7% of net rentable area; 40.5% of underwritten base rent), currently operates 24 data centers across eight markets in the United States. CoreSite provides hybrid IT solutions that empower enterprises, cloud, network, and IT service providers to monetize and future-proof their digital business. CoreSite has been at the One Wilshire Property since 2007 and currently leases 35 suites. CoreSite extended its lease in August 2017. CoreSite’s lease expires in July 2029 and features three, five-year extension options, each with 270-day notice periods. On December 28, 2021, it was announced that American Tower Corporation, a telecommunication infrastructure focused REIT, had finalized its acquisition of CoreSite. CoreSite is now a subsidiary of American Tower Corporation and no information has been provided that there will be any proposed changes to the legal entity operating at the One Wilshire Property and on the relevant leases. CoreSite subleases 10,848 SF expiring on July 31, 2029 ($105.88 PSF) from GI TC One Wilshire Services, a borrower sponsor affiliate, which brings its total footprint at the One Wilshire Property to 187,533 SF (28.3% of net rentable area).
The second largest tenant, Musick Peeler (106,475 SF; 16.1% of net rentable area; 8.4% of underwritten base rent), is a national law firm that offers representation in a wide variety of legal matters, including appellate, banking and finance, corporate, business and technology, intellectual property, real estate, and trusts & estates and delivers legal services across the globe. Musick Peeler is a member of Ally Law, an alliance of international law firms. Musick Peeler has been at the One Wilshire Property since 1997 and expanded its space in 2004.
The third largest tenant, Verizon Global Networks (through its affiliated entities) (61,881 SF; 9.4% of net rentable SF; 13.4% of underwritten base rent) (“Verizon”) formed on June 30, 2000 and is one of the world’s leading providers of technology and communications services. Verizon is headquartered in New York City and in 2020 generated revenues of approximately $128.3 billion. Verizon offers voice, data and video services and solutions on its networks and platforms, focusing on customers’ demand for mobility, reliable network connectivity, security and control. Verizon has been at the One Wilshire Property since August 1982 and expanded its space in 1986, 1990, 1998, 2003, and 2012.
■ | COVID-19 Update. As of May 24, 2022, the One Wilshire Property was open and operating. Rent collections for the One Wilshire Property were 99.3% and 99.8% for February 2022 and March 2022, respectively. There has been no rent relief requested but the following tenants did not pay base rent in February 2022 and March 2022 and are currently in bankruptcy (and excluded from the underwritten cash flows): (i) Starving Student Catering and (ii) Spectrum Link. As of May 24, 2022, no loan modification or forbearance requests have been made on the One Wilshire Whole Loan. The March debt service payment was made. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and May Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the One Wilshire Property:
Largest Owned Tenants Based on Underwritten Base Rent(1)
Tenant Name | Credit Rating | Tenant | % of | UW Base | % of Total | UW Base | Lease | Renewal / |
CoreSite(4) | NR/NR/NR | 176,685 | 26.7% | $17,276,987 | 40.5% | $97.78 | 7/31/2029 | 3, 5-year options |
Verizon Global Networks(5) | NR/NR/NR | 61,881 | 9.4 | 5,728,129 | 13.4 | $92.57 | Various | 2, 5-year options |
CenturyLink Communications, LLC(6) | NR/NR/NR | 56,251 | 8.5 | 5,436,204 | 12.7 | $96.64 | Various | 2, 5-year options |
Musick Peeler | NR/NR/NR | 106,475 | 16.1 | 3,577,352 | 8.4 | $33.60 | 10/31/2023 | 1, 5-year option |
Zayo | NR/NR/NR | 32,017 | 4.8 | 1,788,285 | 4.2 | $55.85 | 10/31/2033 | 2, 10-year options |
Crown Castle(7) | NR/NR/NR | 26,361 | 4.0 | 1,567,052 | 3.7 | $59.45 | Various | 2, 5-year options |
Crowell, Weedon | NR/NR/NR | 43,301 | 6.5 | 1,463,883 | 3.4 | $33.81 | 12/31/2024 | 1, 5-year option |
GI TC One Wilshire Services (MMR Operated by CoreSite) | NR/NR/NR | 10,848 | 1.6 | 1,153,482 | 2.7 | $106.33 | 7/31/2031 | None |
China Telecom | NR/NR/NR | 11,066 | 1.7 | 652,605 | 1.5 | $58.97 | 9/30/2022 | 1, 5-year option |
MPower Communications | NR/NR/NR | 7,427 | 1.1 | 616,557 | 1.4 | $83.02 | 3/31/2030 | 1, 5-year option |
Ten Largest Owned Tenants | 532,312 | 80.5% | $39,260,536 | 91.9% | $73.75 | |||
Remaining Owned Tenants | 45,017 | 6.8 | 3,441,496 | 8.1 | $76.45 | |||
Vacant Spaces (Owned Space) | 84,224 | 12.7 | NAP | NAP | NAP | |||
Totals / Wtd. Avg. All Owned Tenants | 661,553 | 100.0% | $42,702,032 | 100.0% | $73.96 |
(1) | Based on the underwritten rent roll dated November 1, 2021. |
(2) | In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease. |
(3) | UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF are inclusive of contractual rent steps underwritten through the termination option per the tenant’s lease. |
(4) | CoreSite subleases 10,848 SF expiring on July 31, 2029 ($105.88 PSF) from GI TC One Wilshire Services, which brings its total footprint at the One Wilshire Property to 187,533 SF. |
(5) | Verizon Global Networks leases 24,283 SF expiring July 31, 2029, 18,835 SF expiring December 14, 2026, 7,905 SF expiring December 14, 2023, 4,698 SF expiring August 21, 2030, 3,907 SF expiring July 15, 2025, 2,253 SF expiring April 30, 2025 and antenna space expiring July 31, 2022. |
(6) | CenturyLink Communications, LLC (through affiliated leases) leases 35,925 SF expiring December 31, 2025, 10,318 SF expiring April 30, 2023 and 10,008 SF expiring November 30, 2026. CenturyLink Communications, LLC has the one-time right to reduce its space at the One Wilshire Property by 7,445 SF on June 30, 2023 with nine months’ notice and payment of a reduction fee. |
(7) | Crown Castle leases 14,199 SF expiring December 31, 2025 and 12,162 SF on a month to month basis. |
The following table presents certain information relating to the lease rollover schedule at the One Wilshire Property:
Lease Expiration Schedule(1)(2)(3)
Year Ending | Expiring | % of Owned | Cumulative % of | UW Base Rent(4) | % of Total UW | UW Base Rent $ | # of |
MTM | 12,162 | 1.8% | 1.8% | $370,342 | 0.9% | $30.45 | 6 |
2022 | 21,101 | 3.2 | 5.0% | 1,393,624 | 3.3 | $66.05 | 10 |
2023 | 137,204 | 20.7 | 25.8% | 6,238,286 | 14.6 | $45.47 | 15 |
2024 | 46,163 | 7.0 | 32.7% | 1,645,896 | 3.9 | $35.65 | 8 |
2025 | 63,034 | 9.5 | 42.3% | 5,770,068 | 13.5 | $91.54 | 16 |
2026 | 38,052 | 5.8 | 48.0% | 3,488,714 | 8.2 | $91.68 | 8 |
2027 | 0 | 0.0 | 48.0% | 0 | 0.0 | $0.00 | 1 |
2028 | 0 | 0.0 | 48.0% | 0 | 0.0 | $0.00 | 0 |
2029 | 200,968 | 30.4 | 78.4% | 19,494,511 | 45.7 | $97.00 | 36 |
2030 | 15,780 | 2.4 | 80.8% | 1,358,824 | 3.2 | $86.11 | 4 |
2031 | 10,848 | 1.6 | 82.4% | 1,153,482 | 2.7 | $106.33 | 1 |
2032 | 0 | 0.0 | 82.4% | 0 | 0.0 | $0.00 | 0 |
2033 & Thereafter | 32,017 | 4.8 | 87.3% | 1,788,285 | 4.2 | $55.85 | 5 |
Vacant | 84,224 | 12.7 | 100.0% | 0 | NAP | NAP | NAP |
Total / Wtd. Avg. | 661,553 | 100.0% | $42,702,032 | 100.0% | $73.96 | 110 |
(1) | Based on the underwritten rent roll dated November 1, 2021. |
(2) | Lease Expiration Schedule is based on the lease expiration dates of all direct leases in place. |
(3) | Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Expiration Schedule. See “—The Mortgaged Property” above. |
(4) | UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF are inclusive of contractual rent steps underwritten through the termination option per the tenant’s lease. |
The following table presents certain information relating to historical occupancy at the One Wilshire Property:
Historical Leased %(1)
2019 | 2020 | As of 11/1/2021 |
90.3% | 89.4% | 87.3% |
(1) | Historical Occupancies are as of December 31 of each respective year, unless otherwise specified. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the One Wilshire Property: |
Cash Flow Analysis
2019 | 2020 | T-12 | Underwritten | Underwritten $ per SF | |
Base Rent(1) | $38,070,245 | $40,022,711 | $40,990,035 | $42,702,032 | $64.55 |
Reimbursements | 2,522,775 | 3,320,201 | 3,668,783 | 3,725,129 | $5.63 |
Vacancy & Credit Loss | (968,281) | (195,262) | (336,103) | (7,120,420) | ($10.76) |
Other Income(2) | 7,507,780 | 7,717,265 | 7,842,263 | 8,182,721 | $12.37 |
Gross Up Vacancy | 0 | 0 | 0 | 7,120,420 | $10.76 |
Effective Gross Income | $47,132,520 | $50,864,916 | $52,164,978 | $54,609,882 | $82.55 |
Total Operating Expenses | 15,521,713 | 16,294,726 | 16,537,821 | 17,099,493 | $25.85 |
Net Operating Income | $31,610,806 | $34,570,190 | $35,627,157 | $37,510,389 | $56.70 |
TI / LC | 0 | 0 | 0 | 471,918 | $0.71 |
Capital Expenditures | 0 | 0 | 0 | 119,080 | $0.18 |
Net Cash Flow | $31,610,806 | $34,570,190 | $35,627,157 | $36,919,391 | $55.81 |
Occupancy(3) | 90.3% | 89.4% | 87.3% | 88.8% | |
NOI Debt Yield | 8.1% | 8.9% | 9.2% | 9.6% | |
NCF DSCR | 2.89x | 3.16x | 3.25x | 3.37x |
(1) | Underwritten Base Rent is based on the underwritten rent roll as of November 1, 2021. |
(2) | Other Income includes Conduit, Generator, Condenser Water, Fluid Chiller, Junction Box, Roof & Antenna, Meet-Me-Room, Parking and Storage. |
(3) | T-12 9/30/2021 Occupancy is based on the underwritten rent roll as of November 1, 2021. Underwritten Occupancy represents economic occupancy. |
■ | Appraisal. According to the appraisal, the One Wilshire Property had an “as-is” appraised value of $913,000,000 as of November 5, 2021. |
■ | Environmental Matters. According to a Phase I environmental report dated December 3, 2021, there are no recognized environmental conditions or recommendations for further action at the One Wilshire Property. |
■ | Market Overview and Competition. The One Wilshire Property is located in Los Angeles County in the Los Angeles-Long Beach-Anaheim metropolitan statistical area (“MSA”). Los Angeles County is the most populous county in the United States with a 2010 U.S. Census population of 9,818,605 and also has one of the largest economies in the world. Los Angeles is the sixth largest data center market in the United States by square footage. Los Angeles also benefits from a large number of technology, government, financial, and defense companies with large presences in the market. |
The One Wilshire Property is within the financial district of Downtown Los Angeles central business district submarket. The downtown Los Angeles central business district submarket is home to a number of professional services companies including law firms, insurance companies and consulting firms. Notable companies with a presence in the area include Deloitte, Charles Schwab, Boston Consulting Group, Spotify and CBRE. The Downtown Los Angeles County office submarket reported a vacancy level of 21.3% and average office asking rent of $41.70 per square foot as of the third quarter of 2021. The Los Angeles County office market reported a vacancy level of 19.2% and average office rents of $43.85 per square foot as of the third quarter of 2021.
According to the appraisal, the 2020 population, population growth from 2010-2020 and average household income are presented in the chart below:
Los Angeles City | Los Angeles County | LA-Long Beach-Anaheim MSA | |
Population | 3,967,152 | 10,173,432 | 13,403,861 |
Population Growth | 4.60% | 3.61% | 4.48% |
Average Household Income | $97,592 | $101,935 | $107,748 |
■ | The Borrower. The borrower is GI TC One Wilshire, LLC, a Delaware limited liability company. The borrower is structured to be a single purpose bankruptcy-remote entity, having at least two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Wilshire Whole Loan. The non-recourse carve-out guarantor is TechCore, LLC (“TechCore”), a joint venture between GI Partners (“GI”) and the California Public Employees’ Retirement System (“CalPERS”). GI is the manager of TechCore and fund manager. CalPERS is the non-controlling member. TechCore is an investment vehicle that invests in technology-advantaged real estate in the United States, including data centers, |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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internet gateways, and corporate campuses for technology tenants, and life science properties located in primary MSAs, leased to industry leading tenants.
■ | Escrows. On the origination date of the One Wilshire Whole Loan, the borrower was not required to deposit reserves. |
On each due date, the borrower is required to fund the following reserves with respect to the One Wilshire Whole Loan: (i) a tax reserve in an amount equal to one-twelfth of the reasonably estimated annual real estate taxes unless the borrower timely pays such taxes, promptly provides to the lender evidence of such payment reasonably acceptable to the lender and there is no continuing material event of default for a period in excess of 30 or more consecutive days; (ii) an insurance reserve in an amount equal to one-twelfth of reasonably estimated insurance premiums unless the borrower maintains a blanket policy in accordance with the One Wilshire Whole Loan documents and the borrower provides proof of payment of the applicable insurance premiums; and (iii) during the continuance of a One Wilshire Cash Sweep Period (as defined below), a capital expenditures reserve in an amount equal to approximately $9,923 in accordance with the One Wilshire Whole Loan documents. Amounts are disbursed from the capital expenditures reserve for capitalized expenditures (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements) at the One Wilshire Property in accordance with the One Wilshire Whole Loan documents.
CoreSite Funds Reserve - Within 30 days after a binding decision is made in relation to the pending arbitration with tenant CoreSite regarding certain disputed prior CAM charges of approximately $1.8 million, the borrower is required to (a) provide the lender with written evidence of such decision and (b) to the extent the annual underwritable cash flow is less than the origination date net operating income (“NOI”) as of such date as a result of the decision from the related arbitration or any amendments to the leases entered with CoreSite as a consequence of the decision from the related arbitration, deposit with the lender into a CoreSite funds reserve an amount equivalent to the difference between the CoreSite underwritten annual expense reimbursements and the amount of any reduced annual expense reimbursements to be paid by CoreSite for the immediately subsequent 12 month period under the terms of its leases (the “Required Minimum Balance”). To the extent the amount of annual expense reimbursements to be paid by CoreSite are subject to adjustment under the terms of its leases, the borrower will deposit with the lender within 30 days of any adjustment any shortfall such that the balance maintained in the CoreSite funds reserve is always equal to Required Minimum Balance.
Operating Expense Funds Reserve - The borrower is required to deposit into an operating expense funds reserve during the continuance of a One Wilshire Cash Sweep Period, an amount equal to the aggregate amount of approved operating expenses and approved extraordinary expenses to be incurred by the borrower for the then current interest period in accordance with the One Wilshire Whole Loan documents. The lender is required to disburse the operating expense funds to the borrower to pay approved operating expenses and approved extraordinary expenses upon the borrower’s request (which such request must be accompanied by an officer’s certificate detailing the applicable expenses to which the requested disbursement relates and attesting that such expense will be paid with the requested disbursement).
Lease Sweep Reserve - The borrower is required to deposit into a lease sweep reserve during the continuance of a One Wilshire Cash Sweep Period, an amount equal to approximately $41,347 for leasing expenses in accordance with the One Wilshire Whole Loan documents. Amounts are disbursed from the lease sweep reserve for leasing space at the One Wilshire Property pursuant to leases entered into in accordance with the One Wilshire Whole Loan documents, including leasing commissions, concessions and improvements in accordance with the One Wilshire Whole Loan documents.
Excess Cash Flow Reserve - The borrower is required to deposit into an excess cash flow reserve during the continuance of a One Wilshire Cash Sweep Period, any excess cash flow in accordance with the One Wilshire Whole Loan documents. Amounts are disbursed from the excess cash flow reserve in accordance with the One Wilshire Whole Loan documents.
■ | Lockbox and Cash Management. The One Wilshire Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required to direct each tenant to remit all rents directly to a lender-controlled lockbox account. In addition, the borrower is required to cause all cash revenues relating to the One Wilshire Property and all other money received by the borrower or the property manager with respect to the One Wilshire Property to be deposited into the lockbox account within two business days of receipt. On each business day during the continuance of a One Wilshire Cash Sweep Period under the One Wilshire Whole Loan, all amounts in the lockbox account are required to be remitted to the cash management account. To the extent no One Wilshire Cash |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Sweep Period is continuing, all funds in the lockbox account are required to be transferred to the borrower’s operating account.
Prior to the ARD, on each due date during the continuance of a One Wilshire Cash Sweep Period under the One Wilshire Whole Loan, all funds on deposit in the cash management account after the application of such funds in accordance with the One Wilshire Whole Loan documents are required to be held by the lender in the excess cash flow reserve as additional collateral for the One Wilshire Whole Loan and disbursed in accordance with the One Wilshire Whole Loan documents. If the One Wilshire Whole Loan is not paid by the ARD, from and after the ARD, the One Wilshire Whole Loan will accrue interest at the Adjusted Interest Rate; however, interest accrued at the excess of the Adjusted Interest Rate over the Initial Interest Rate will be deferred. After the ARD, all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses will be required to be applied to the prepayment of the outstanding principal balance of the One Wilshire Whole Loan, until the outstanding principal balance has been reduced to zero, then to any excess interest until the excess interest has been reduced to zero and then to any other indebtedness due under the One Wilshire Whole Loan until the other indebtedness has been reduced to zero.
A “One Wilshire Cash Sweep Period” means a period (i) commencing upon any of (a) an event of default, (b) the debt yield falling below 7.0% as of the end of any fiscal quarter (each, a “Debt Yield Cash Sweep Trigger Event”), or (c) the ARD; and (ii) expiring upon (x) with regard to any One Wilshire Cash Sweep Period commenced in connection with clause (a) above, the cure or waiver (if applicable) of such event of default, (y) with regard to any One Wilshire Cash Sweep Period commenced in connection with clause (b) above, at such time as the debt yield has equaled or exceeded 7.0% for two consecutive fiscal quarters or, to the extent the borrower provides evidence that the sole reason a Debt Yield Cash Sweep Trigger Event occurs is a vacating data center underwriting adjustment or a vacating non-data center underwriting adjustment, each as more particularly described in the One Wilshire Mortgage Loan documents, the amount of funds deposited in the excess cash flow account as a result of the related Debt Yield Cash Sweep Trigger Event is equal to the applicable Excess Cash Flow Account Threshold Amount (as defined below) or (z) with regard to any One Wilshire Cash Sweep Period commenced in connection with clause (c) above, the payment in full of the outstanding One Wilshire Whole Loan. Notwithstanding the foregoing, a One Wilshire Cash Sweep Period will not be deemed to expire in the event that a One Wilshire Cash Sweep Period then exists for any other reason.
“Excess Cash Flow Account Threshold Amount” means, (i) in the case of a vacating data center underwriting adjustment, $15.00 times the rentable SF of the leased premises which is subject to a lease which caused the related vacating data center underwriting adjustment, and (ii) in the case of a vacating non-data center underwriting adjustment, $75.00 times the rentable SF of the leased premises which is subject to a lease which caused the related vacating non-data center underwriting adjustment.
■ | Property Management. The One Wilshire Property is managed by GI Property Manager (CA) Inc., a Delaware corporation, a third party management company and an affiliate of the borrower sponsor. |
■ | Current Mezzanine or Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Subordinate Indebtedness. Not permitted. |
■ | Release of Collateral. Not permitted. |
■ | Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the One Wilshire Property. If TRIPRA or a subsequent statute is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
Mortgaged Property Information | Mortgage Loan Information | ||||
Number of Mortgaged Properties | 34 | Loan Seller | CREFI | ||
Location (City / State)(1) | Various / Various | Cut-off Date Balance(3) | $22,340,000 | ||
Property Type | Retail | Cut-off Date Balance per SF(2)(3) | $138.91 | ||
Size (SF) | 747,953 | Percentage of Initial Pool Balance | 3.5% | ||
Total Occupancy as of 6/1/2022 | 100.0% | Number of Related Mortgage Loans | None | ||
Owned Occupancy as of 6/1/2022 | 100.0% | Type of Security | Fee | ||
Year Built / Latest Renovation(1) | Various / Various | Mortgage Rate | 4.58000% | ||
Appraised Value(1) | $195,600,000 | Original Term to Maturity (Months) | 120 | ||
Appraisal Date | Various | Original Amortization Term (Months) | NAP | ||
Borrower Sponsor | ExchangeRight Real Estate, LLC | Original Interest Only Period (Months) | 120 | ||
Property Management | NLP Management, LLC | First Payment Date | 6/1/2022 | ||
Maturity Date | 5/1/2032 | ||||
Underwritten Revenues | $10,181,784 | ||||
Underwritten Expenses | $254,545 | Escrows(4) | |||
Underwritten Net Operating Income (NOI) | $9,927,240 | Upfront | Monthly | ||
Underwritten Net Cash Flow (NCF) | $9,815,047 | Taxes | $387,576 | $129,192 | |
Cut-off Date LTV Ratio(2) | 53.1% | Insurance | $0 | Springing | |
Maturity Date LTV Ratio(2) | 53.1% | Replacement Reserve | $0 | Springing | |
DSCR Based on Underwritten NOI / NCF(2) | 2.06x / 2.03x | TI / LC | $1,500,000 | Springing | |
Debt Yield Based on Underwritten NOI / NCF(2) | 9.6% / 9.4% | Other(5) | $380,760 | $0 | |
Sources and Uses | |||||
Sources | $ | % | Uses | $ | % |
Whole Loan Amount | $103,900,000 | 50.8% | Purchase Price(6) | $197,829,395 | 96.7% |
Principal New Cash Contribution | 100,606,605 | 49.2 | Closing Costs | 4,408,873 | 2.2 |
Upfront Reserves | 2,268,336 | 1.1 | |||
Total Sources | $204,506,605 | 100.0% | Total Uses | $204,506,605 | 100.0% |
(1) | See the “Portfolio Summary” chart below for the Location (City / State), Year Built / Latest Renovation, and the Appraised Values of the individual ExchangeRight Net Leased Portfolio #55 Properties (as defined below). |
(2) | Calculated based on the aggregate outstanding principal balance of the ExchangeRight Net Leased Portfolio #55 Whole Loan (as defined below). |
(3) | The Cut-off Date Balance of $22,340,000 represents the outstanding balance as of the Cut-off Date of non-controlling note A-1-B, which is part of the ExchangeRight Net Leased Portfolio #55 Whole Loan. |
(4) | See “—Escrows” below. |
(5) | Other Upfront reserves consist of $200,000 for an unfunded obligations reserve and $180,760 for an immediate repair reserve. |
(6) | The borrower sponsor acquired the ExchangeRight Net Leased #55 Properties between January 2022 and March 2022 for a combined purchase price of $197,829,395. The ExchangeRight Net Leased Portfolio #55 Properties were unencumbered at the time of origination. |
■ | The Mortgage Loan. The ExchangeRight Net Leased Portfolio #55 mortgage loan (the “ExchangeRight Net Leased Portfolio #55 Loan”) is part of a whole loan (the “ExchangeRight Net Leased Portfolio #55 Whole Loan”) evidenced by three pari passu notes that are secured by first mortgages encumbering the borrower’s fee interests in 34 single tenant retail properties located in 14 different states (the “ExchangeRight Net Leased Portfolio #55 Properties”). The ExchangeRight Net Leased Portfolio #55 Loan is evidenced by the non-controlling note A-1-B, with an outstanding principal balance as of the Cut-off Date of $22,340,000 and represents approximately 3.5% of the initial pool balance. The ExchangeRight Net Leased Portfolio #55 Whole Loan, which accrues interest at a rate of 4.58000% per annum, was originated on April 8, 2022, had an aggregate original principal balance of $103,900,000 and has an aggregate outstanding principal balance as of the Cut-off Date of $103,900,000. The ExchangeRight Net Leased Portfolio #55 Whole Loan had an initial interest-only term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The scheduled maturity date of the ExchangeRight Net Leased Portfolio #55 Whole Loan is the due date in May 2032. |
Voluntary prepayment of the ExchangeRight Net Leased Portfolio #55 Whole Loan is prohibited prior to the due date occurring in January 2032. Defeasance of the ExchangeRight Net Leased Portfolio #55 Whole Loan is permitted at any time after the earlier of (i) April 8, 2025 and (ii) the second anniversary of the closing date of the securitization that includes the last note of the Exchange Right Net Leased Portfolio #55 Whole Loan to be securitized.
The table below summarizes the promissory notes that comprise the ExchangeRight Net Leased Portfolio #55 Whole Loan. The relationship between the holders of the ExchangeRight Net Leased Portfolio #55 Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Note Holder | Controlling Piece |
A-1-A | $40,000,000 | $40,000,000 | Benchmark 2022-B35 | Yes |
A-1-B | 22,340,000 | 22,340,000 | CGCMT 2022-GC48 | No |
A-2 | 41,560,000 | 41,560,000 | BCREI(1) | No |
Whole Loan | $103,900,000 | $103,900,000 |
(1) Expected to be contributed to one or more future securitizations.
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
■ | The Mortgaged Properties. The ExchangeRight Net Leased Portfolio #55 Properties consist of 34 single tenant retail properties which are collectively 100.0% occupied. The ExchangeRight Net Leased Portfolio #55 Properties are located across 14 different states. The ExchangeRight Net Leased Portfolio #55 Properties are occupied by 16 different tenants. |
The largest tenant based on the underwritten base rent at the ExchangeRight Net Leased Portfolio #55 is Walmart Neighborhood Market (255,968 SF, 34.2% of the NRA, 41.1% of the UW Base Rent) with lease expirations of August 31, 2031 (44,237 SF), January 13, 2031 (43,240 SF), January 27, 2031 (84,622 SF), October 21, 2031 (41,952 SF), April 12, 2032 (41,917 SF). Walmart Neighborhood Market was designed in 1998 as a smaller-footprint option for communities in need of a pharmacy. Walmart Neighborhood Market offers fresh produce, meat and dairy products, bakery and deli items, household supplies, health and beauty aids and a pharmacy.
The second largest tenant based on the underwritten base rent is Pick ‘n Save (61,048 SF, 8.2% of NRA, 8.9% of UW Base Rent) with a lease expiration of December 31, 2029. Pick ‘n Save is a grocery store chain funded in 1975 in Milwaukee, Wisconsin. Pick ‘n Save employs approximately 10,000 employees. In 2015, Pick ’n Save became a wholly owned subsidiary of Kroger. Kroger is a grocery store chain with nearly 2,800 stores in 35 states under two dozen banners and annual sales of more than $132.5 billion.
The third largest tenant based on the underwritten base rent is Schnucks (142,357 SF, 19.0% of the NRA, 8.8% of UW Base Rent) with a lease expiration date of December 31, 2028. Founded in 1939, Schnucks is a privately held, family-owned supermarket chain that is based in St. Louis, with 112 locations in five states.
ExchangeRight Net Lease Portfolio #55 Summary
Property Name | City, State | Year Built / Renovated | Net Rentable Area (SF) | Property | Whole Loan Cut-off Date Balance | % Whole Loan Cut-off Date Balance | Appraised | UW NCF |
Walmart Neighborhood Market - Prairieville (Airline), LA | Prairieville, LA | 2017 / NAP | 41,917 | 100.0% | $9,925,000 | 9.6% | $16,700,000 | $795,148 |
Pick N Save - Sun Prairie (Main), WI | Sun Prairie, WI | 2009 / NAP | 61,048 | 100.0 | 9,635,000 | 9.3% | 17,000,000 | 871,765 |
Schnucks - Love’s Park (Harlem), IL | Loves Park, IL | 1998 / NAP | 142,357 | 100.0 | 9,180,000 | 8.8% | 16,100,000 | 851,687 |
Walmart Neighborhood Market - Thibodaux (Main), LA | Thibodaux, LA | 2015 / NAP | 42,311 | 100.0 | 8,905,000 | 8.6% | 14,900,000 | 712,683 |
Walmart Neighborhood Market - Houma (Park), LA | Houma, LA | 2016 / NAP | 44,237 | 100.0 | 8,666,000 | 8.3% | 14,700,000 | 698,136 |
Publix - Decatur (Point), AL | Decatur, AL | 2018 / NAP | 45,600 | 100.0 | 6,065,000 | 5.8% | 10,800,000 | 521,623 |
PNC Bank - Clarendon Hills (Holmes), IL | Clarendon Hills, IL | 1986 / NAP | 15,896 | 100.0 | 5,224,000 | 5.0% | 9,180,000 | 519,071 |
Walmart Neighborhood Market - New Iberia (Parkview), LA | New Iberia, LA | 2016 / NAP | 41,952 | 100.0 | 4,930,000 | 4.7% | 14,200,000 | 675,970 |
Walmart Neighborhood Market - Opelousas (Union), LA | Opelousas, LA | 2016 / NAP | 43,240 | 100.0 | 4,495,000 | 4.3% | 12,000,000 | 571,610 |
Walmart Neighborhood Market - Meraux (Archbishop), LA | Meraux, LA | 2016 / NAP | 42,311 | 100.0 | 4,390,000 | 4.2% | 12,400,000 | 592,144 |
CVS Pharmacy - Auburn (Opelika), AL | Auburn, AL | 2009 / NAP | 13,253 | 100.0 | 3,760,000 | 3.6% | 6,730,000 | 346,885 |
Huntington Bank- Clarksburg (Pike), WV | Clarksburg, WV | 1966 / NAP | 43,500 | 100.0 | 2,569,000 | 2.5% | 4,550,000 | 229,906 |
CVS Pharmacy - Grand Rapids (Fuller), MI | Grand Rapids, MI | 2000 / NAP | 10,965 | 100.0 | 2,090,000 | 2.0% | 3,710,000 | 215,747 |
O’Reilly Auto Parts - Madison (Commerce), WI | Madison, WI | 1994 / NAP | 16,240 | 100.0 | 1,823,000 | 1.8% | 3,200,000 | 158,765 |
U.S. Bank - Northlake (North), IL | Northlake, IL | 1961 / NAP | 5,300 | 100.0 | 1,730,000 | 1.7% | 3,090,000 | 170,701 |
CVS - Tullahoma (Jackson), TN | Tullahoma, TN | 1997 / NAP | 9,600 | 100.0 | 1,652,000 | 1.6% | 3,000,000 | 138,523 |
7-Eleven- La Grange (Ogden), IL | La Grange, IL | 1997 / NAP | 3,000 | 100.0 | 1,544,000 | 1.5% | 2,700,000 | 137,128 |
U.S. Bank - Elk Grove Village (Devon), IL | Elk Grove Village, IL | 1977 / NAP | 4,250 | 100.0 | 1,463,000 | 1.4% | 2,610,000 | 145,448 |
Sherwin Williams - Marysville (Fifth), OH | Marysville, OH | 2022 / NAP | 3,500 | 100.0 | 1,390,000 | 1.3% | 2,400,000 | 118,225 |
O’Reilly - Owensboro (Bold Forbes), KY | Owensboro, KY | 2021 / NAP | 7,150 | 100.0 | 1,379,000 | 1.3% | 2,480,000 | 111,572 |
PNC Bank - Aurora (Galena), IL | Aurora, IL | 1976 / NAP | 5,000 | 100.0 | 1,344,000 | 1.3% | 2,360,000 | 123,528 |
NAPA Auto Parts - Downers Grove (Ogden), IL | Downers Grove, IL | 1954 / 2007 | 10,500 | 100.0 | 1,257,000 | 1.2% | 2,260,000 | 116,622 |
Family Dollar - Cuyahoga Falls (Bailey), OH | Cuyahoga Falls, OH | 2014 / NAP | 8,353 | 100.0 | 1,183,000 | 1.1% | 2,025,000 | 107,669 |
Dollar General - Lewiston (Sabattus), ME | Lewiston, ME | 2014 / NAP | 9,026 | 100.0 | 1,092,000 | 1.1% | 1,900,000 | 98,725 |
U.S. Bank - Niles (Dempster), IL | Niles, IL | 1978 / NAP | 5,477 | 100.0 | 1,037,000 | 1.0% | 1,840,000 | 102,273 |
Dollar Tree - Des Plaines (Rand), IL | Des Plaines, IL | 1967 / 2019 | 8,300 | 100.0 | 1,011,000 | 1.0% | 1,740,000 | 92,325 |
Dollar General - Odessa (University), TX | Odessa, TX | 2013 / NAP | 9,026 | 100.0 | 913,000 | 0.9% | 1,570,000 | 83,361 |
Dollar General - Weber City, (Hwy 23), VA | Weber City, VA | 1958 / 2013 | 9,495 | 100.0 | 911,000 | 0.9% | 1,600,000 | 87,609 |
Dollar General- Springtown (Highway), TX | Springtown, TX | 2014 / NAP | 9,026 | 100.0 | 819,000 | 0.8% | 1,500,000 | 78,243 |
Sherwin Williams - Champaign (Marketview), IL | Champaign, IL | 1989 / 2012 | 4,884 | 100.0 | 802,000 | 0.8% | 1,480,000 | 72,184 |
Dollar General - Holly (Saginaw), MI | Holly, MI | 1950 / 2014 | 10,736 | 100.0 | 724,000 | 0.7% | 1,275,000 | 78,492 |
Dollar General - Dyer (Sheffield), IN | Dyer, IN | 2006 / NAP | 9,014 | 100.0 | 711,000 | 0.7% | 1,220,000 | 65,011 |
Dollar General - Lubbock (University), TX | Lubbock, TX | 2004 / NAP | 9,014 | 100.0 | 704,000 | 0.7% | 1,320,000 | 67,116 |
Citizens Bank - Wilmington (Marsh), DE | Wilmington, DE | 1950 / 2007 | 2,475 | 100.0 | 577,000 | 0.6% | 1,060,000 | 59,151 |
Total / Wtd. Avg. | 747,953 | 100.0% | $103,900,000 | 100.0% | $195,600,000 | $9,815,047 |
(1) | Source: Appraisal. |
(2) | As of underwritten rent rolls dated June 1, 2022. |
■ | COVID-19 Update. As of May 1, 2022, the ExchangeRight Net Leased Portfolio #55 Properties were open and operating. Collections for the ExchangeRight Net Leased Portfolio #55 Properties were 100.0% throughout the COVID-19 pandemic. As of May 1, 2022, the ExchangeRight Net Leased Portfolio #55 Whole Loan is not subject to any modification or forbearance requests. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and May Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
The following table presents certain information relating to the tenants at the ExchangeRight Net Leased Portfolio #55 Properties:
Largest Tenants Based on Underwritten Base Rent(1)
Tenant Name | Credit Rating | Tenant | % of GLA | UW Base | % of Total UW | UW Base | Lease | Renewal / |
Walmart Neighborhood Market | Aa2/AA/AA | 255,968 | 34.2% | $4,528,438 | 41.1% | $17.69 | Various(4) | 17, 5-year options |
Pick ’n Save | NR/NR/NR | 61,048 | 8.2 | 976,768 | 8.9 | $16.00 | 12/31/2029 | 4, 5-year options |
Schnucks | NR/NR/NR | 142,357 | 19.0 | 968,028 | 8.8 | $6.80 | 12/31/2028 | 9, 5-year options |
CVS Pharmacy | Baa2/NR/BBB | 33,818 | 4.5 | 783,066 | 7.1 | $23.16 | Various(5) | Various(10) |
PNC Bank, N.A. | A2/NR/A | 20,896 | 2.8 | 715,990 | 6.5 | $34.26 | Various(6) | 2, 5-year options |
Dollar General | Baa2/NR/BBB | 65,337 | 8.7 | 630,195 | 5.7 | $9.65 | Various(7) | Various(11) |
Publix | NR/NR/NR | 45,600 | 6.1 | 585,960 | 5.3 | $12.85 | 2/28/2038 | 8, 5-year options |
U.S. Bank National Association(8) | A2/AA-/A+ | 15,027 | 2.0 | 466,446 | 4.2 | $31.04 | 1/31/2028 | 2, 5-year options |
O’Reilly Auto Parts | Baa1/NR/BBB | 23,390 | 3.1 | 303,641 | 2.8 | $12.98 | Various(9) | Various(12) |
Huntington Bancshares | Baa1/A-/BBB+ | 43,500 | 5.8 | 262,155 | 2.4 | $6.03 | 12/31/2030 | 3, 5-year options |
Ten Largest Owned Tenants | 706,941 | 94.5% | $10,220,688 | 92.9% | $14.46 | |||
Remaining Tenants | 41,012 | 5.5 | 786,646 | 7.1 | $19.18 | |||
Total / Wtd. Avg. | 747,953 | 100.0% | $11,007,334 | 100.0% | $14.72 |
(1) | Based on the underwritten rent rolls dated June 1, 2022. |
(2) | In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease. |
(3) | UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF are inclusive of straight-line rent steps for certain investment grade tenants including Dollar General, Sherwin Williams and U.S. Bank National Association. |
(4) | Walmart Neighborhood Market leases 255,968 SF of space across six properties: (i) Walmart Neighborhood Market - Houma (Park), LA, 44,237 SF of space with an initial lease expiration date of August 31, 2031, (ii) Walmart Neighborhood Market - Opelousas (Union), LA, 43,240 SF of space with an initial lease expiration date of January 13, 2031,(iii) Walmart Neighborhood Market - Thibodaux (Main), LA, 42,311 SF of space with an initial lease expiration date of January 27, 2031, (iv) Walmart Neighborhood Market - Meraux (Archbishop), LA, 42,311 SF of space with an initial lease expiration date of January 27, 2031, (v) Walmart Neighborhood Market - New Iberia (Parkview), LA, 41,952 SF of space with initial lease expiration date of October 21, 2031, and (vi) Walmart Neighborhood Market - Prairieville (Airline), LA, 41,917 SF of space with an initial lease expiration date of April 12, 2032. |
(5) | CVS Pharmacy leases 33,818 SF of space across three properties: (i) CVS Pharmacy - Auburn (Opelika), AL, 13,253 SF of space with an initial lease expiration date of January 30, 2030, (ii) CVS Pharmacy - Grand Rapids (Fuller), MI, 10,965 SF of space with an initial lease expiration date of June 30, 2027, and (iii) CVS - Tullahoma (Jackson), TN, 9,600 SF of space with an initial lease expiration date of May 31, 2032. |
(6) | PNC Bank, N.A. leases 20,896 SF of space across two properties: (i) PNC Bank - Clarendon Hills (Holmes), IL, 15,896 SF of space with an initial lease expiration date of April 30, 2032, and (ii) PNC Bank - Aurora (Galena), IL, 5,000 SF of space with an initial expiration date of May 31, 2031. |
(7) | Dollar General leases 65,337 SF of space across seven properties: (i) Dollar General - Holly (Saginaw), MI, 10,736 SF of space with an initial lease expiration date of October 31, 2028, (ii) Dollar General - Weber City, (Hwy 23), VA, 9,495 SF of space with an initial lease expiration date of October 31, 2028, (iii) Dollar General- Springtown (Highway), TX, 9,026 SF of space with an initial lease expiration date of May 31, 2029, (iv) Dollar General - Odessa (University), TX, 9,026 SF of space with an initial lease expiration date of May 31, 2028, (v) Dollar General - Lewiston (Sabattus), ME, 9,026 SF of space with an initial lease expiration of February 28, 2030, (vi) Dollar General - Dyer (Sheffield), IN, 9,014 SF of space with an initial lease expiration date of February 29, 2028, and (vii) Dollar General - Lubbock (University), TX, 9,014 SF of space with an initial lease expiration date of August 31, 2029. |
(8) | U.S. Bank National Association leases 15,027 SF of space across three properties: (i) U.S. Bank - Niles (Dempster), IL, 5,477 SF of space with an initial lease expiration date of January 31, 2028, (ii) U.S. Bank - Northlake (North), IL, 5,300 SF of space with an initial lease expiration date of January 31, 2028, and (iii) U.S. Bank – Elk Grove Village (Devon), IL, 4,250 SF of space with an initial lease expiration date of January 31, 2028. |
(9) | O’Reilly Auto Parts leases 23,390 SF across two properties: (i) O’Reilly Auto Parts - Madison (Commerce), WI, 16,240 SF of space with an initial lease expiration date of October 31, 2031, and (ii) O’Reilly - Owensboro (Bold Forbes), KY, 7,150 SF of space with an initial expiration date of August 31, 2036. |
(10) | The CVS Pharmacy properties have various lease renewal / extension options: (i) 5, 5-year options for CVS Pharmacy - Auburn (Opelika), AL, (ii) 10, 5-year options for CVS Pharmacy - Grand Rapids (Fuller), MI and (ii) 3, 5-year options for CVS - Tullahoma (Jackson), TN. |
(11) | The Dollar General properties have various lease renewal / extension options: (i) 4, 5-year options for Dollar General - Holly (Saginaw), MI, (ii) 5, 5-year options for Dollar General - Weber City, (Hwy 23), VA, (iii) 3, 5-year options for Dollar General- Springtown (Highway), TX, (iv) 3, 5-year options for Dollar General - Odessa (University), TX, (v) 3, 5-year options for Dollar General - Lewiston (Sabattus), ME, (vi) 5, 5-year options for Dollar General - Dyer (Sheffield), IN and, (vii) 2, 5-year options for Dollar General - Lubbock (University), TX. |
(12) | The O’Reilly Auto Parts properties have various lease renewal / extension options: (i) 4, 5-year options for O’Reilly Auto Parts - Madison (Commerce), WI, and (ii) 6, 5-year options for O’Reilly - Owensboro (Bold Forbes), KY. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
The following table presents certain information relating to the lease rollover schedule at the ExchangeRight Net Leased Portfolio #55 Properties based on initial lease expiration dates:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | Expiring Owned | % of Owned | Cumulative % of | UW Base Rent(3) | % of Total UW | UW Base | # of |
MTM | 0 | 0.0% | 0.0% | $0 | 0.0% | $0.00 | 0 |
2022 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 |
2023 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 |
2024 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 |
2025 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 |
2026 | 0 | 0.0 | 0.0% | 0 | 0.0 | $0.00 | 0 |
2027 | 13,440 | 1.8 | 1.8% | 307,043 | 2.8 | $22.85 | 2 |
2028 | 198,655 | 26.6 | 28.4% | 1,942,074 | 17.6 | $9.78 | 7 |
2029 | 106,241 | 14.2 | 42.6% | 1,496,523 | 13.6 | $14.09 | 6 |
2030 | 65,779 | 8.8 | 51.4% | 759,954 | 6.9 | $11.55 | 3 |
2031 | 240,175 | 32.1 | 83.5% | 4,037,196 | 36.7 | $16.81 | 8 |
2032 | 67,413 | 9.0 | 92.5% | 1,622,014 | 14.7 | $24.06 | 3 |
2033 & Thereafter | 56,250 | 7.5 | 100.0% | 842,531 | 7.7 | $14.98 | 3 |
Vacant | 0 | 0.0 | 100.0% | NAP | NAP | NAP | NAP |
Total | 747,953 | 100.0% | $11,007,334 | 100.0% | $14.72 | 32 |
(1) | Based on the underwritten rent rolls dated June 1, 2022. |
(2) | Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Expiration Schedule. |
(3) | UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF are inclusive of straight-line rent steps for certain investment grade tenants including Dollar General, Sherwin Williams and U.S. Bank National Association. |
The following table presents certain information relating to historical occupancy at the ExchangeRight Net Leased Portfolio #55 Properties:
Historical Leased %(1)
2019 | 2020 | 2021 | As of 6/1/2022(2) |
N/A | N/A | N/A | 100.0% |
(1) | Historical occupancies are unavailable due to the acquisition of ExchangeRight Net Leased Portfolio #55 Properties at origination of the ExchangeRight Net Leased Portfolio #55 Whole Loan. |
(2) | Based on underwritten rent rolls dated as of June 1, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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■ | Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the ExchangeRight Net Leased Portfolio #55 Properties: |
Cash Flow Analysis(1)
Underwritten | Underwritten $ PSF | |
Base Rent | $10,802,166 | $14.44 |
Contractual Rent Steps(2) | 205,168 | $0.27 |
Economic Vacancy & Credit Loss | (825,550) | ($1.10) |
Effective Gross Income | $10,181,784 | $13.61 |
Real Estate Taxes | 0 | $0.00 |
Insurance | 0 | $0.00 |
Management Fee | 254,545 | $0.34 |
Other Operating Expenses | 0 | $0.00 |
Total Operating Expenses | $254,545 | $0.34 |
Net Operating Income | $9,927,240 | $13.27 |
Replacement Reserves | 112,193 | $0.15 |
TI / LC | 0 | $0.00 |
Capital Expenditures | 0 | $0.00 |
Net Cash Flow | $9,815,047 | $13.12 |
Occupancy | 92.5% | |
NOI Debt Yield | 9.6% | |
NCF DSCR | 2.03x |
(1) | Historical financial information is unavailable due to the acquisition of the ExchangeRight Net Leased Portfolio #55 Properties at origination of the ExchangeRight Net Leased Portfolio #55 Whole Loan. |
(2) | Contractual rent steps are underwritten as the straight-line average over the lease term for certain investment grade tenants including Dollar General, Sherwin Williams and U.S. Bank National Association. |
■ | Appraisal. According to the appraisal reports dated between February 18, 2022 and March 9, 2022, the ExchangeRight Net Leased Portfolio #55 Properties had an aggregate “as-is” appraised value of $195,600,000. |
■ | Environmental Matters. Phase I environmental reports dated between December 29, 2021 and March 24, 2022 were delivered in connection with the origination of the ExchangeRight Net Leased Portfolio #55 Whole Loan. The environmental report for the CVS Pharmacy – Grand Rapids (Fuller), MI property identified a REC related to historical use of the southern portion of the property for automobiles service and potential dry cleaner resulting in releases to soil and groundwater. In addition, the northern portion of the property shows soil staining associated with the property’s historic use as gas station. A confirmed release was reported on March 7,1991 and a restrictive covenant was recorded for the property in 1996. Furthermore, the environmental report for the 7-Eleven–La Grange (Ogden), IL property identified a REC of a 22-year-old UST system that was installed on March 1, 2000. |
■ | Market Overview and Competition. The ExchangeRight Net Leased Portfolio #55 Properties are 34 geographically dispersed properties across 14 different states. The ExchangeRight Net Leased Portfolio #55 Properties are located in submarkets with vacancy rates ranging from 0.0% to 14.3%. The submarkets’ rents per SF range from $6.80 to $50.85. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Market Analysis(1)
Property Name | City, State | Market | Submarket | Submarket Inventory | Submarket Vacancy | Submarket Rent PSF | UW Base Rent PSF(2) |
Walmart Neighborhood Market - Prairieville (Airline), LA | Prairieville, LA | Baton Rouge | Ascension Parish | 5,838,707 | 1.8% | $18.13 | $21.20 |
Pick N Save - Sun Prairie (Main), WI | Sun Prairie, WI | Madison | Outlying Dane East | 3,266,203 | 2.5% | $17.06 | $16.00 |
Schnucks - Love’s Park (Harlem), IL | Loves Park, IL | Chicago | I-39 Corridor/ Winnebago County | 20,689,073 | 6.7% | $11.17 | $6.80 |
Walmart Neighborhood Market - Thibodaux (Main), LA | Thibodaux, LA | Houma-Thibodaux | City of Thibodaux | 1,809,654 | 0.2% | $13.17 | $15.68 |
Walmart Neighborhood Market - Houma (Park), LA | Houma, LA | Houma-Thibodaux | City of Houma | 5,812,792 | 2.0% | $15.95 | $17.67 |
Publix - Decatur (Point), AL | Decatur, AL | Morgan County | Morgan County | 7,043,617 | 2.2% | $26.46 | $12.85 |
PNC Bank - Clarendon Hills (Holmes), IL | Clarendon Hills, IL | Chicago | Eastern East/West Corridor | 28,796,451 | 6.2% | 16.05 | $36.37 |
Walmart Neighborhood Market - New Iberia (Parkview), LA | New Iberia, LA | Lafayette | Iberia Parish | 2,904,795 | 4.8% | $7.00 | $18.03 |
Walmart Neighborhood Market - Opelousas (Union), LA | Opelousas, LA | Lafayette | St. Landry Parish | 3,472,347 | 0.7% | $5.52 | $14.82 |
Walmart Neighborhood Market - Meraux (Archbishop), LA | Meraux, LA | New Orleans | St. Bernard Parish | 347,550 | 0.0% | NAV | $18.84 |
CVS Pharmacy - Auburn (Opelika), AL | Auburn, AL | Columbus | Lee County | 7,667,648 | 1.9% | 17.62 | $29.19 |
Huntington Bank- Clarksburg (Pike), WV | Clarksburg, WV | Clarksburg | City of Clarksburg | 1,348,239 | 14.3% | $8.18 | $6.03 |
CVS Pharmacy - Grand Rapids (Fuller), MI | Grand Rapids, MI | West Michigan | Central Grand Rapids | 8,551,804 | 2.4% | $15.12 | $21.98 |
O’Reilly Auto Parts - Madison (Commerce), WI | Madison, WI | Madison | Southwest Madison | 5,202,065 | 5.4% | $10.15 | $11.01 |
U.S. Bank - Northlake (North), IL | Northlake, IL | Chicago | Melrose Park Area | 6,317,635 | 7.2% | $16.10 | $35.88 |
CVS - Tullahoma (Jackson), TN | Tullahoma, TN | Tullahoma-Manchester | Tennessee Central Area | 1,895,358 | 5.0% | $14.58 | $16.17 |
7-Eleven- La Grange (Ogden), IL | La Grange, IL | Chicago | Eastern East/West Corridor | 28,816,729 | 6.2% | 16.05 | $50.85 |
U.S. Bank - Elk Grove Village (Devon), IL | Elk Grove Village, IL | Chicago | Schaumburg Area | 29,883,039 | 8.2% | $17.28 | $38.11 |
Sherwin Williams - Marysville (Fifth), OH | Marysville, OH | Columbus | Union County | 2,737,618 | 1.3% | $20.06 | $37.62 |
O’Reilly - Owensboro (Bold Forbes), KY | Owensboro, KY | Owensboro | Daviess County | 8,070,464 | 4.3% | $15.01 | $17.47 |
PNC Bank - Aurora (Galena), IL | Aurora, IL | Chicago | Western East/West Corridor | 57,165,248 | 8.2% | $14.96 | $27.56 |
NAPA Auto Parts - Downers Grove (Ogden), IL | Downers Grove, IL | Chicago | Eastern East/West Corridor | 28,794,973 | 6.2% | $16.05 | $12.48 |
Family Dollar - Cuyahoga Falls (Bailey), OH | Cuyahoga Falls, OH | Akron | Akron | 34,058,068 | 3.8% | $9.36 | $14.46 |
Dollar General - Lewiston (Sabattus), ME | Lewiston, ME | Maine | Lewiston-Auburn | 8,076,733 | 2.6% | $9.51 | $12.29 |
U.S. Bank - Niles (Dempster), IL | Niles, IL | Chicago | Near North | 23,381,327 | 6.1% | $14.99 | $20.87 |
Dollar Tree - Des Plaines (Rand), IL | Des Plaines, IL | Chicago | O’Hare | 12,966,316 | 5.9% | $19.68 | $12.50 |
Dollar General - Odessa (University), TX | Odessa, TX | Odessa | Odessa | 8,194,592 | 3.5% | $16.41 | $10.41 |
Dollar General - Weber City, (Hwy 23), VA | Weber City, VA | Kingsport-Bristol | Scott County | 471,102 | 0.0% | NAV | $10.40 |
Dollar General- Springtown (Highway), TX | Springtown, TX | Dallas/Ft. Worth | Parker County | 6,439,515 | 2.8% | $16.27 | $9.78 |
Sherwin Williams - Champaign (Marketview), IL | Champaign, IL | Champaign | Champaign County | 12,503,689 | 3.8% | $19.28 | $16.55 |
Dollar General - Holly (Saginaw), MI | Holly, MI | Detroit | Lapeer & St. Clair | 8,216,852 | 2.6% | $12.11 | $8.27 |
Dollar General - Dyer (Sheffield), IN | Dyer, IN | Chicago | Lake County | 33,774,125 | 5.3% | $13.08 | $8.16 |
Dollar General - Lubbock (University), TX | Lubbock, TX | Lubbock | South Outer Lubbock | 6,223,739 | 3.1% | $18.08 | $8.42 |
Citizens Bank - Wilmington (Marsh), DE | Wilmington, DE | New Castle County | New Castle County | 5,106,627 | 6.8% | $20.11 | $26.67 |
(1) | Source: Appraisal. |
(2) | Based on the underwritten rent roll as of June 1, 2022 and inclusive of rent steps. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #10: EXCHANGERIGHT NET LEASED PORTFOLIO #55
■ | The Borrower. The borrower for the ExchangeRight Net Leased Portfolio #55 Whole Loan is ExchangeRight Net-Leased Portfolio 55 DST, a Delaware statutory trust. The borrower sponsor is ExchangeRight Real Estate, LLC. ExchangeRight Real Estate, LLC is also a non-recourse carveout guarantor for the ExchangeRight Net Leased Portfolio #55 Whole Loan along with David Fisher, Joshua Ungerecht and Warren Thomas. ExchangeRight Net-Leased Portfolio 55 DST is 99.0% owned by accredited investors and 1.0% owned by David Fisher, Joshua Ungerecht and Warren Thomas, collectively. ExchangeRight Net-Leased Portfolio 55 DST is managed by ExchangeRight Asset Management, LLC and ExchangeRight NLP 55 Master Lessee, LLC, each of which are 100% owned by ExchangeRight Real Estate, LLC, a provider of 1031-exchangeable DST offerings based in Pasadena, CA with more than $4.1 billion of assets under management, 17 million SF of space and more than 950 properties. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Net Leased Portfolio #55 Whole Loan. Gregory S. Harrison, the DST’s Signatory Trustee has the right to vote on certain material actions taken by ExchangeRight Net-Leased Portfolio 55 DST. |
■ | Escrows. At origination of the ExchangeRight Net Leased Portfolio #55 Whole Loan, the borrower deposited approximately (i) $1,500,000 into a TI/LC reserve account, (ii) $387,576 into a real estate tax reserve account, (iii) $200,000 into an unfunded obligations reserve account and (iv) $180,760 into an immediate repair reserve. |
Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the real estate taxes that the lender estimates will be payable during the next 12 months (initially estimated to be $129,192 and excluding the ExchangeRight Net Leased Portfolio #55 Properties for which the tenant pays taxes directly).
Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage, unless an acceptable blanket policy is in place and no event of default is in effect. An acceptable blanket policy was in place at origination of the ExchangeRight Net Leased Portfolio #55 Whole Loan. Notwithstanding the foregoing (and regardless of whether the borrower maintains a blanket policy), the borrower is not required to escrow for monthly insurance payments of 1/12th of the insurance premiums for those ExchangeRight Net Leased Portfolio #55 Properties for which the tenant is responsible for maintaining insurance.
Replacement Reserve – On each payment date following the occurrence of a Cash Management Period (as defined below), the borrower will be required to deposit an amount initially equal to 1/12th of the product obtained by multiplying $0.15 by the aggregate number of rentable square feet of space at the ExchangeRight Net Leased Portfolio #55 Properties (initially estimated to be $2,856 per month and excluding the ExchangeRight Net Leased Portfolio #55 Properties for which the tenant is solely responsible for capital expenditures) into the replacement reserve account.
TI/LC – On each due date following the occurrence of a Cash Management Period, the borrower will be required to deposit an amount initially equal to 1/12th of the product obtained by multiplying $0.75 by the aggregate number of rentable square feet of space at the ExchangeRight Net Leased Portfolio #55 Properties (initially estimated to be approximately $46,747 per month) into the TI/LC reserve account.
■ | Lockbox and Cash Management. The ExchangeRight Net Leased Portfolio #55 Whole Loan is structured with a hard lockbox and springing cash management. The borrower, manager and master lessee are required to cause all rents to be deposited directly into a lender approved lockbox account. All funds received by the borrower, manager, or master lessee are required to be deposited in a lockbox account within two business days following receipt. During the continuance of a Cash Management Period, all funds on deposit in the lockbox account are required to be swept at the end of each business day into a lender-controlled cash management account and applied on each payment date and disbursed in accordance with the ExchangeRight Net Leased Portfolio #55 Whole Loan documents. Provided no Cash Management Period is continuing, funds on deposit in the lockbox accounts will be disbursed to the borrower’s operating account. |
A “Cash Management Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default (beyond any applicable cure period) under the ExchangeRight Net Leased Portfolio #55 Whole Loan documents, (ii) the debt service coverage ratio for the ExchangeRight Net Leased Portfolio #55 Whole Loan being less than 1.50x, or (iii) May 1, 2029, to the extent a Qualified Transfer (as defined below) has not occurred, and (B) ending upon (a) with respect to clause (i) above, such event of default has been cured or waived in writing by the lender, (b) with respect to clause (ii) above, the debt service coverage ratio for the ExchangeRight Net Leased Portfolio #55 Whole Loan is at least equal to 1.55x as of the last day of two consecutive
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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calendar quarters, or (c) with respect to clause (iii) above, a Qualified Transfer has occurred. Notwithstanding the foregoing, a Cash Management Period will not be deemed to cease in the event any other triggering event is then ongoing.
A “Qualified Transfer” means the transfer of all of the ownership interests in borrower to an approved transferee and the replacement of guarantor with an approved transferee (which transferee may not be a Delaware statutory trust) provided that certain terms and conditions are satisfied, including, without limitation, (i) if required by the lender, delivery of a rating agency comfort letter, and (ii) the approved transferee will own all of the ownership interests in borrower and master lessee.
■ | Property Management. The ExchangeRight Net Leased Portfolio #55 Properties are managed by NLP Management, LLC, an affiliate of the borrower sponsor. |
■ | Current Mezzanine or Secured Subordinate Indebtedness. None. |
■ | Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted. |
■ | Release of Collateral. The borrower is permitted to a release of one or more of the ExchangeRight Net Leased Portfolio #55 Properties from the lien of the ExchangeRight Net Leased Portfolio #55 Whole Loan documents subject to satisfaction of the applicable conditions set forth therein, including, without limitation, that: |
(i) no event of default has occurred and is continuing under the ExchangeRight Net Leased Portfolio #55 Whole Loan documents;
(ii) the borrower has delivered a REMIC opinion with respect to any applicable release in form and substance acceptable to the lender and the rating agencies and such release otherwise satisfies then applicable REMIC rules and regulations;
(iii) defeasance of the ExchangeRight Net Leased Portfolio #55 Whole Loan is then permitted and the borrower has partially defeased the ExchangeRight Net Leased Portfolio #55 Whole Loan (to the extent that a partial defeasance is then permitted under the ExchangeRight Net Leased Portfolio #55 Whole Loan documents), in each case, in an amount equal to the greater of (a) 115% of the allocated loan amount of such ExchangeRight Net Leased Portfolio #55 Property or Properties and (b) 90% of the net sales proceeds applicable to such ExchangeRight Net Leased Portfolio #55 Property;
(iv) the debt service coverage ratio after any such release is no less than the greater of (i) the debt service coverage ratio immediately prior to such release and (ii) 2.06x; and
(v) the debt yield for the ExchangeRight Net Leased Portfolio #55 Whole Loan after any such release is no less than the greater of (i) the debt yield immediately prior to such release and (ii) 9.45%.
■ | Terrorism Insurance. The borrower is required to maintain or cause to be maintained, as part of the “all-risk” insurance policy maintained by the borrowers, coverage for terrorism in an amount equal to the full replacement cost of the ExchangeRight Net Leased Portfolio #55 Properties, plus business interruption coverage in an amount equal to 100% of the projected gross revenue from the ExchangeRight Net Leased Portfolio #55 Properties covering a restoration period of 18 months. Each of the sole tenants at the following ExchangeRight Net Leased Portfolio #55 Properties must maintain property and terrorism insurance for the applicable ExchangeRight Net Leased Portfolio #55 Property occupied by such tenant in accordance with the terms of the ExchangeRight Net Leased Portfolio #55 Whole Loan documents: (i) CVS Pharmacy – Auburn (Opelika), AL; (ii) Citizens Bank – Wilmington (Marsh), DE; (iii) PNC Bank - Aurora (Galena), IL; (iv) PNC Bank – Clarendon Hills (Holmes), IL; (v) NAPA Auto Parts - Downers Grove (Ogden), IL; (vi) U.S. Bank - Elk Grove Village (Devon), IL; (vii) 7-Eleven- La Grange (Ogden), IL; (viii) Schnucks - Love’s Park (Harlem), IL; (ix) U.S. Bank - Niles (Dempster), IL; (x) U.S. Bank - Northlake (North), IL; (xi) Dollar General - Dyer (Sheffield), IN; (xii) O’Reilly - Owensboro (Bold Forbes), KY; (xiii) Walmart Neighborhood Market - Meraux (Archbishop), LA; (xiv) Walmart Neighborhood Market - Opelousas (Union), LA; (xv) Walmart Neighborhood Market - Prairieville (Airline), LA; (xvi) Walmart Neighborhood Market - Thibodaux (Main), LA; (xvii) Dollar General - Lewiston (Sabattus), ME; (xviii) CVS Pharmacy - Grand Rapids (Fuller), MI; (xix) Dollar General - Holly (Saginaw), MI; (xx) Dollar General - Lubbock (University), TX; (xxi) Dollar General - Odessa (University), TX; (xxii) Dollar General- Springtown (Highway), TX; (xxiii) Pick N Save - Sun Prairie (Main), WI; (xxiv) Huntington Bank- Clarksburg (Pike), WV; (xxv) Family Dollar - Cuyahoga Falls (Bailey), OH; (xxvi) |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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Walmart Neighborhood Market - Houma (Park), LA; and (xxvii) Walmart Neighborhood Market - New Iberia (Parkview), LA. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #11: RIVERCREST RETAIL PORTFOLIO I
Mortgaged Property Information | Mortgage Loan Information | |||||
Number of Mortgaged Properties | 5 | Loan Seller | GSMC | |||
Location (City / State)(1) | Various / Various | Cut-off Date Balance | $21,312,616 | |||
Property Type | Retail | Cut-off Date Balance per SF | $136.60 | |||
Size (SF) | 156,023 | Percentage of Initial Pool Balance | 3.4% | |||
Total Occupancy as of 4/1/2022 | 96.4% | Number of Related Mortgage Loans(3) | 1 | |||
Owned Occupancy as of 4/1/2022 | 96.4% | Type of Security | Fee | |||
Year Built / Latest Renovation(1) | Various / NAP | Mortgage Rate | 5.70000% | |||
Appraised Value(1)(2) | $33,100,000 | Original Term to Maturity (Months) | 120 | |||
Appraisal Date | 5/11/2022 | Original Amortization Term (Months) | NAP | |||
Borrower Sponsors | Stanley Werb and Jonathan S. Gaines | Original Interest Only Period (Months) | 120 | |||
Property Management | Rivercrest Realty Associates, LLC | First Payment Date | 7/6/2022 | |||
Final Maturity Date | 6/6/2032 | |||||
Underwritten Revenues | $2,846,265 | |||||
Underwritten Expenses | $656,609 | Escrows | ||||
Underwritten Net Operating Income (NOI) | $2,189,657 | Upfront | Monthly | |||
Underwritten Net Cash Flow (NCF) | $2,119,821 | Taxes | $140,065 | $24,705 | ||
Cut-off Date LTV Ratio(2) | 64.4% | Insurance | $0 | Springing | ||
Maturity Date LTV Ratio(2) | 64.4% | Replacement Reserves | $0 | $1,950 | ||
DSCR Based on Underwritten NOI / NCF | 1.78x / 1.72x | TI / LC(4) | $225,000 | $9,375 | ||
Debt Yield Based on Underwritten NOI / NCF | 10.3% / 9.9% | Other(5) | $350,238 | $0 | ||
Sources and Uses | ||||||
Sources | $ | % | Uses | $ | % | |
Mortgage Loan Amount | $21,312,616 | 100.0% | Loan Payoff | $12,949,950 | 60.8% | |
Principal Equity Distribution | 7,319,162 | 34.3 | ||||
Reserves | 715,303 | 3.4 | ||||
Closing Costs | 328,201 | 1.5 | ||||
Total Sources | $21,312,616 | 100.0% | Total Uses | $21,312,616 | 100.0% |
(1) | See the “Portfolio Summary” chart below for the Location (City / State), Year Built / Latest Renovation, and the Appraised Values of the individual Rivercrest Retail Portfolio I Properties (as defined below). |
(2) | The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are based on the “as-is” portfolio appraised value inclusive of an approximately 2.3% portfolio premium. The Cut-off Date LTV Ratio and LTV Ratio at Maturity calculated based on the aggregate “as-is” appraised values of $32,360,000, are both 65.9%. |
(3) | The borrowers under the Rivercrest Retail Portfolio I Mortgage Loan are affiliated with the borrowers under the Rivercrest Retail Portfolio II Mortgage Loan, which will also be contributed to the CGCMT 2022-GC48 securitization trust. |
(4) | The Rivercrest Retail Portfolio I Mortgage Loan was originated with a TI / LC Reserves Cap of $337,500. |
(5) | Upfront Other reserve represents an unfunded obligations reserve for unpaid tenant improvement allowances, leasing commissions and gap rent. |
The following table presents certain information relating to the individual Rivercrest Retail Portfolio I properties (the “Rivercrest Retail Portfolio I Properties”):
Portfolio Summary
Property Name(1) | City, State | Year Built / Renovated | Net Rentable Area (SF) | Property Occupancy(2) | Allocated Cut-off Date Balance | % Allocated Cut-off Date Balance | Appraised | UW NCF(2) |
Garber’s Crossing | Harrisonburg, VA | 1999 / NAP | 29,118 | 93.1% | $3,596,010 | 16.9% | $5,460,000 | $363,350 |
Boiling Springs Centre | Boiling Springs, SC | 1999 / NAP | 29,983 | 100.0% | $4,017,521 | 18.9% | $6,100,000 | $410,356 |
Tidewater Plaza | Southport, NC | 2000 / NAP | 30,249 | 93.4% | $4,215,103 | 19.8% | $6,400,000 | $412,232 |
White Horse Commons | Greenville, SC | 1999 / NAP | 33,646 | 100.0% | $4,741,991 | 22.2% | $7,200,000 | $467,577 |
Hillview Plaza | Greer, SC | 1998 / NAP | 33,027 | 94.9% | $4,741,991 | 22.2% | $7,200,000 | $466,306 |
Totals / Wtd. Avg. | 156,023 | 96.4% | $21,312,616 | 100.0% | $33,100,000(4) | $2,119,821 |
(1) | Each of the five individual properties is shadow anchored by Walmart. |
(2) | As of underwritten rent rolls dated April 1, 2022, with rent steps through June 30, 2023. |
(3) | Source: Appraisal. |
(4) | The total portfolio value includes a 2.3% premium over the sum of the individual properties’ “as-is” appraisals, per the appraiser. |
■ | COVID-19 Update. As of May 24, 2022, the Rivercrest Retail Portfolio I Properties are open and operating. Rent collections for the Rivercrest Retail Portfolio I Properties were 100.0% and 100.0%% for February 2022 and March 2022, respectively. There has been no rent relief requested. As of May 24, 2022, no loan modification or forbearance requests have been made on the Rivercrest Retail Portfolio I Mortgage Loan. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
133
LOAN #11: RIVERCREST RETAIL PORTFOLIO I
The following table presents certain information relating to the major tenants at the Rivercrest Retail Portfolio I Properties:
Ten Largest Owned Tenants Based On Underwritten Base Rent(1)
Tenant Name | Credit Rating (Fitch/MIS/S&P)(2) | Tenant GLA (SF) | % of Owned GLA | UW Base Rent | % of Total UW Base Rent | UW Base Rent | Lease Expiration | Renewal / Extension Options
|
Dollar Tree | NR/Baa2/BBB | 25,559 | 16.4% | $290,064 | 12.4% | $11.35 | Various | Various(3) |
Cato | NR/NR/NR | 16,160 | 10.4 | 198,060 | 8.5 | $12.26 | Various | Various(4) |
Shoe Show | NR/NR/NR | 14,017 | 9.0 | 183,273 | 7.9 | $13.08 | Various | Various(5) |
T-Mobile | BBB-/NR/BB+ | 5,617 | 3.6 | 138,298 | 5.9 | $24.62 | Various | Various(6) |
Great Clips | NR/NR/NR | 4,394 | 2.8 | 97,832 | 4.2 | $22.26 | Various | Various(7) |
GameStop | NR/B3/B | 5,000 | 3.2 | 93,500 | 4.0 | $18.70 | Various | 1, 3-year option(8) |
Sally Beauty | NR/NR/BB- | 4,700 | 3.0 | 80,375 | 3.4 | $17.10 | Various | None |
City Gear | NR/NR/NR | 4,718 | 3.0 | 70,770 | 3.0 | $15.00 | 5/31/2029 | 2, 5-year options |
Buddy’s Home Furnishings | NR/NR/NR | 4,000 | 2.6 | 64,000 | 2.7 | $16.00 | 5/31/2027 | None |
Family Dental | NR/NR/NR | 4,007 | 2.6 | 57,300 | 2.5 | $14.30 | 1/31/2027 | 1, 5-year option |
Ten Largest Owned Tenants | 88,172 | 56.5% | $1,273,471 | 54.6% | $14.44 | |||
Remaining Occupied | 62,165 | 39.8 | 1,057,600 | 45.4 | $17.01 | |||
Vacant Spaces | 5,686 | 3.6 | NAP | NAP | NAP | |||
Totals / Wtd. Avg. All Owned Tenants | 156,023 | 100.0% | $2,331,072 | 100.0% | $15.51 |
(1) | Based on the underwritten rent roll dated April 1, 2022 with rent steps through June 30, 2023. Certain tenants may have co-tenancy provisions. |
(2) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | Dollar Tree has 2, 5-year extension options at the Garbers Crossing Property, and 1, 5-year extension option at both the Boiling Springs Centre Property and the Tidewater Plaza Property. |
(4) | Cato’s lease will automatically be extended and renewed for five years from February 1, 2025 to January 31, 2030 unless at least 90 days prior to initial lease expiration the tenant gives written notice that it does not plan to renew at the Boiling Springs Centre. Cato’s lease will automatically be extended and renewed for three years at the Tidewater Plaza Property if it does not give written notice that it does not plan to renew at least 90 days prior to initial lease expiration date. |
(5) | Shoe Show has 1, 3-year extension option and 1, 5-year extension option at the White Horse Commons Property. Shoe Show has 2, 5-year extension options at the Hillview Plaza Property. Shoe Show has 1, 3-year extension option at the Tidewater Plaza Property. |
(6) | T-Mobile has 1, 5-year extension option at the Tidewater Plaza Property. T-Mobile has 2, 5-year extension options at the Boiling Springs Centre Property. |
(7) | Great Clips has 1, 5-year extension option at the White Horse Commons Property. Great Clips has 1, 5-year extension option at the Hillview Plaza Property. Great Clips has 2, 5-year extension options at the Boiling Springs Centre Property. |
(8) | GameStop has 1, 3-year extension option at the White Horse Commons Property. |
The following table presents certain information relating to the lease rollover schedule at the Rivercrest Retail Portfolio I Properties, based on initial lease expiration dates:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | Expiring Owned GLA | % of Owned GLA | Cumulative % of Owned GLA | UW Base Rent | % of Total UW Base Rent | UW Base Rent $ per SF(3) | # of Expiring Leases | |||||||||||||||||||||
MTM | 0 | 0.0 | % | 0.0 | % | $0 | 0.0 | % | $0.00 | 0 | ||||||||||||||||||
2022 | 2,018 | 1.3 | 1.3 | % | 36,900 | 1.6 | $18.29 | 1 | ||||||||||||||||||||
2023 | 32,372 | 20.7 | 22.0 | % | 483,480 | 20.7 | $14.94 | 12 | ||||||||||||||||||||
2024 | 25,831 | 16.6 | 38.6 | % | 442,321 | 19.0 | $17.12 | 12 | ||||||||||||||||||||
2025 | 22,719 | 14.6 | 53.2 | % | 363,619 | 15.6 | $16.01 | 9 | ||||||||||||||||||||
2026 | 7,615 | 4.9 | 58.0 | % | 130,797 | 5.6 | $17.18 | 4 | ||||||||||||||||||||
2027 | 35,746 | 22.9 | 81.0 | % | 528,005 | 22.7 | $14.77 | 9 | ||||||||||||||||||||
2028 | 9,694 | 6.2 | 87.2 | % | 154,863 | 6.6 | $15.98 | 3 | ||||||||||||||||||||
2029 | 4,718 | 3.0 | 90.2 | % | 70,770 | 3.0 | $15.00 | 1 | ||||||||||||||||||||
2030 | 0 | 0.0 | 90.2 | % | 0 | 0.0 | $0.00 | 0 | ||||||||||||||||||||
2031 | 1,606 | 1.0 | 91.2 | % | 32,120 | 1.4 | $20.00 | 1 | ||||||||||||||||||||
2032 & Thereafter | 8,018 | 5.1 | 96.4 | % | 88,198 | 3.8 | $11.00 | 1 | ||||||||||||||||||||
Vacant | 5,686 | 3.6 | 100.0 | % | NAP | NAP | NAP | NAP | ||||||||||||||||||||
Total / Wtd. Avg. | 156,023 | 100.0 | % | $2,331,072 | 100.0 | % | $15.51 | 53 |
(1) | Based on the underwritten rent roll dated April 1, 2022 with rent steps through June 30, 2023. |
(2) | Certain tenants may have termination or contraction options that may become excersiable prior to the originally stated expiration date of the tenant lease that are not considered in this rollover schedule. |
(3) | Calculated based on approximate square footage occupied by each tenant |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
134
LOAN #11: RIVERCREST RETAIL PORTFOLIO I
The following table presents certain information relating to historical occupancy at the Rivercrest Retail Portfolio I Properties:
Historical Leased %(1)
2019 | 2020 | 2021 | As of 4/1/2022(2) |
99.2% | 93.0% | 97.6% | 96.4% |
(1) | As provided by the borrowers and represents average annual occupancy for the indicated year unless otherwise specified. |
(2) | Based on the underwritten rent rolls dated April 1, 2022. |
■ | 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 Rivercrest Retail Portfolio I Properties: |
Cash Flow Analysis
2019 | 2020 | 2021 | TTM 3/31/2022 | Underwritten | Underwritten | |||||||
Base Rent(1) | $2,232,753 | $2,206,049 | $2,089,436 | $2,126,249 | $2,331,071 | $14.94 | ||||||
Total Commercial Reimbursement Revenue | 581,570 | 505,511 | 572,797 | 584,015 | 551,261 | $3.53 | ||||||
Market Revenue from Vacant Units | 0 | 0 | 0 | 0 | 130,755 | $0.84 | ||||||
Other Revenue | 53,164 | 32,902 | 6,934 | 9,456 | 25,900 | $0.17 | ||||||
Vacancy Loss | 0 | 0 | 0 | 0 | (192,721) | ($1.24) | ||||||
Commercial Credit Loss | (14,948) | (69,597) | (6,831) | (1,354) | 0 | $0.00 | ||||||
Total Revenue | $2,852,539 | $2,674,865 | $2,662,336 | $2,718,366 | $2,846,265 | $18.24 | ||||||
Real Estate Taxes | 279,231 | 279,917 | 274,059 | 274,059 | 354,659 | $2.27 | ||||||
Insurance | 41,223 | 49,273 | 61,429 | 61,429 | 54,462 | $0.35 | ||||||
Utilities | 34,001 | 30,544 | 30,269 | 29,100 | 31,500 | $0.20 | ||||||
Repairs & Maintenance(2) | 206,077 | 100,957 | 192,522 | 202,860 | 112,500 | $0.72 | ||||||
Management Fee(3) | 158,363 | 153,111 | 151,820 | 145,402 | 85,388 | $0.55 | ||||||
Payroll (Office, Security, Maintenance) | 3,113 | 2,738 | 14,905 | 18,148 | 18,100 | $0.12 | ||||||
Other Expenses | 0 | 0 | 0 | 0 | 0 | $0.00 | ||||||
Net Operating Income(4) | $2,130,531 | $2,058,325 | $1,937,332 | $1,987,367 | $2,189,657 | $14.03 | ||||||
Other Reserves(5) | 0 | 0 | 0 | 0 | 69,835 | $0.45 | ||||||
Net Cash Flow | $2,130,531 | $2,058,325 | $1,937,332 | $1,987,367 | $2,119,821 | $13.59 | ||||||
Occupancy | 99.2% | 93.0% | 97.6% | 96.4%(6) | 93.7% | |||||||
NOI Debt Yield | 10.0% | 9.7% | 9.1% | 9.3% | 10.3% | |||||||
NCF DSCR | 1.73x | 1.67x | 1.57x | 1.61x | 1.72x |
(1) | Underwritten Base Rent is based on the underwritten rent rolls as of April 1, 2022 with rent steps through June 30, 2023. |
(2) | Various expenses which appear to be capital in nature are included in Repairs & Maintenance in historical years 2019, 2020, 2021, and TTM 3/31/2022. These capital expenses have not been excluded from the figures presented above. |
(3) | Contractual Management Fee will be capped at 3.0% during the Mortgage Loan term. |
(4) | The increase from the TTM 3/31/2022 Net Operating Income to Underwritten Net Operating Income is primarily attributable to incremental new leasing at the Rivercrest Retail Portfolio I Properties (Rocktown Games, City Gear, Buddy’s Home Furnishings), reduction of underwritten repairs and maintenance expense, and reduction of underwritten contractual management fee to 3.0% (management fee during the trailing 12-month period was 5.3%). |
(5) | Other Reserves consists of replacement reserves, tenant improvements and leasing commissions. |
(6) | TTM 3/31/2022 Occupancy is as of April 1, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
135
LOAN #12: RIVERCREST RETAIL PORTFOLIO II
Mortgaged Property Information | Mortgage Loan Information | |||||
Number of Mortgaged Properties | 4 | Loan Seller | GSMC | |||
Location (City / State)(1) | Various / Various | Cut-off Date Balance | $20,859,384 | |||
Property Type | Retail | Cut-off Date Balance per SF | $144.14 | |||
Size (SF) | 144,714 | Percentage of Initial Pool Balance | 3.3% | |||
Total Occupancy as of 4/1/2022 | 94.0% | Number of Related Mortgage Loans(3) | 1 | |||
Owned Occupancy as of 4/1/2022 | 94.0% | Type of Security | Fee | |||
Year Built / Latest Renovation(1) | Various / NAP | Mortgage Rate | 5.70000% | |||
Appraised Value(1)(2) | $31,780,000 | Original Term to Maturity (Months) | 120 | |||
Appraisal Date | 5/11/2022 | Original Amortization Term (Months) | NAP | |||
Borrower Sponsors | Stanley Werb and Jonathan S. Gaines | Original Interest Only Period (Months) | 120 | |||
Property Management | Rivercrest Realty Associates, LLC | First Payment Date | 7/6/2022 | |||
Final Maturity Date | 6/6/2032 | |||||
Underwritten Revenues | $2,717,664 | |||||
Underwritten Expenses | $631,327 | Escrows | ||||
Underwritten Net Operating Income (NOI) | $2,086,338 | Upfront | Monthly | |||
Underwritten Net Cash Flow (NCF) | $2,018,928 | Taxes | $143,409 | $22,945 | ||
Cut-off Date LTV Ratio(2) | 65.6% | Insurance | $0 | Springing | ||
Maturity Date LTV Ratio(2) | 65.6% | Replacement Reserves | $0 | $2,171 | ||
DSCR Based on Underwritten NOI / NCF | 1.73x / 1.67x | TI / LC(4) | $225,000 | $9,375 | ||
Debt Yield Based on Underwritten NOI / NCF | 10.0% / 9.7% | Other | $0 | $0 | ||
Sources and Uses | ||||||
Sources | $ | % | Uses | $ | % | |
Mortgage Loan Amount | $20,859,384 | 100.0% | Loan Payoff | $18,720,579 | 89.7% | |
Principal Equity Distribution | 1,480,587 | 7.1 | ||||
Reserves | 368,409 | 1.8 | ||||
Closing Costs | 289,809 | 1.4 | ||||
Total Sources | $20,859,384 | 100.0% | Total Uses | $20,859,384 | 100.0% |
(1) | See the “Portfolio Summary” chart below for the Location (City / State), Year Built / Latest Renovation, and the Appraised Values of the individual Rivercrest Retail Portfolio II properties. |
(2) | The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are based on the “as-is” portfolio appraised value inclusive of an approximately 2.2% portfolio premium. The Cut-off Date LTV Ratio (%) and LTV Ratio at Maturity / ARD (%) calculated based on the aggregate “as-is” appraised values of $31,100,000, are both 67.1%. |
(3) | The borrowers under the Rivercrest Retail Portfolio II Mortgage Loan are affiliated with the borrowers under the Rivercrest Retail Portfolio I Mortgage Loan, which will also be contributed to the CGCMT 2022-GC48 securitization trust. |
(4) | The Rivercrest Retail Portfolio I Mortgage Loan was originated with a TI / LC Reserves Cap of $337,500. |
The following table presents certain information relating to the individual Rivercrest Retail Portfolio II properties: (the “Rivercrest Retail Portfolio II Properties”):
Portfolio Summary
Property Name(1) | City, State | Year Built / Renovated | Net Rentable Area (SF)(2) | Property Occupancy(2) | Mortgage Loan Cut-off Date Balance | % Mortgage Loan Cut-off Date Balance | Appraised | UW NCF(2) |
Piedmont Plaza | Gaffney, South Carolina | 2000 / NAP | 33,060 | 100.0% | $4,359,678 | 20.9% | $6,500,000 | $428,534 |
Southtowne Commons | Salisbury, Maryland | 2000 / NAP | 31,238 | 81.6% | $4,359,679 | 20.9% | $6,500,000 | $360,035 |
Southside Commons | Florence, South Carolina | 1999 / NAP | 37,445 | 100.0% | $5,164,542 | 24.8% | $7,700,000 | $540,544 |
Creekside Plaza | Shelby, North Carolina | 1999 / NAP | 42,971 | 93.0% | $6,975,485 | 33.4% | $10,400,000 | $689,814 |
Totals / Wtd. Avg. | 144,714 | 94.0% | $20,859,384 | 100.0% | $31,780,000(4) | $2,018,928 |
(1) | Each of the four individual properties is shadow anchored by Walmart. |
(2) | As of underwritten rent rolls dated April 1, 2022, with rent steps through June 30, 2023. |
(3) | Source: Appraisal. |
(4) | The aggregate portfolio value includes a 2.2% premium over the sum of the individual “as-is”properties, per the appraiser. |
■ | COVID-19 Update. As of May 24, 2022, the Rivercrest Retail Portfolio II Properties are open and operating. Rent collections for the Rivercrest Retail Portfolio II Properties were 100.0% and 100.0% for February 2022 and March 2022, respectively. There has been no rent relief requested. As of May 24, 2022, no loan modification or forbearance requests have been made on the Rivercrest Retail Portfolio II Mortgage Loan. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
136
LOAN #12: RIVERCREST RETAIL PORTFOLIO II
The following table presents certain information relating to the major tenants at the Rivercrest Retail Portfolio II Properties:
Ten Largest Owned Tenants Based On Underwritten Base Rent(1)
Tenant Name | Credit Rating (Fitch/MIS/S&P)(2) | Tenant GLA (SF) | % of Owned GLA | UW Base Rent | % of Total UW Base Rent | UW Base | Lease Expiration | Renewal / Extension Options |
Dollar Tree | NR/Baa2/BBB | 27,032 | 18.7% | $334,043 | 14.9% | $12.36 | Various | Various(3) |
Cato | NR/NR/NR | 16,720 | 11.6 | 223,580 | 9.9 | $13.37 | Various | Various(4) |
PetSmart, Inc. | NR/NR/NR | 6,624 | 4.6 | 119,232 | 5.3 | $18.00 | 4/30/2023 | 3, 5-year options |
GameStop | NR/B3/B | 4,900 | 3.4 | 112,875 | 5.0 | $23.04 | Various | 1, 3-year option |
Shoe Show | NR/NR/NR | 9,512 | 6.6 | 101,632 | 4.5 | $10.68 | Various | Various(5) |
Hibbett Sporting Goods, Inc. | NR/NR/NR | 6,000 | 4.1 | 90,000 | 4.0 | $15.00 | 7/31/2024 | None |
H&R Block | NR/BBB/NR | 3,346 | 2.3 | 76,155 | 3.4 | $22.76 | Various | Various(6) |
Dixon Discount Tobacco & Vape | NR/NR/NR | 3,115 | 2.2 | 67,377 | 3.0 | $21.63 | 11/30/2026 | None |
Verizon Wireless | A-/Baa1/BBB+ | 3,193 | 2.2 | 64,690 | 2.9 | $20.26 | 6/30/2024 | None |
T-Mobile | BBB-/NR/BB+ | 3,004 | 2.1 | 64,586 | 2.9 | $21.50 | Various | Various(7) |
Ten Largest Owned Tenants | 83,446 | 57.7% | $1,254,171 | 55.8% | $15.03 | |||
Remaining Occupied | 52,527 | 36.3 | 993,441 | 44.2 | $18.91 | |||
Vacant Spaces | 8,741 | 6.0 | NAP | NAP | NAP | |||
Totals / Wtd. Avg. All Owned Tenants | 144,714 | 100.0% | $2,247,612 | 100.0% | $16.53 |
(1) | Underwritten Base Rent is based on the underwritten rent rolls as of April 1, 2022 with rent steps through June 30, 2023. Certain tenants may have co-tenancy provisions. |
(2) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | Dollar Tree has 1, 5-year extension option at the Piedmont Plaza Property. Dollar Tree has 2, 5-year extension options at both the Southtowne Commons Property and the Southside Commons Property. |
(4) | Cato’s lease will automatically be extended and renewed for five years unless at least 90 days prior to initial lease expiration the tenant gives written notice that it does not plan to renew at the Creekside Plaza Property. Cato’s lease will automatically be extended and renewed for three years at the Southtowne Commons Property if it does not give written notice that it does not plan to renew at least 90 days prior to initial lease expiration date. |
(5) | Shoe Show has 1, 5-year extension option at the Piedmont Plaza Property. Shoe Show has 2, 5-year extension options at the Southside Commons Property. |
(6) | H&R Block has 1, 3-year extension option at the Creekside Plaza Property. H&R Block has 1, 3-year extension option at the Southside Commons Property. |
(7) | T-Mobile has 2, 5-year extension options at the Piedmont Plaza Property. T-Mobile has 2, 5-year extension options at the Creekside Plaza Property. |
The following table presents certain information relating to the lease rollover schedule at the Rivercrest Retail Portfolio II Properties, based on initial lease expiration dates:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | Expiring Owned GLA | % of Owned GLA | Cumulative % of Owned GLA | UW Base Rent | % of Total UW Base Rent | UW Base Rent $ per SF(4) | # of Expiring Leases | |||||||||||||||||||||
MTM(3) | 5,000 | 3.5 | % | 3.5 | % | $58,750 | 2.6 | % | $11.75 | 1 | ||||||||||||||||||
2022 | 3,213 | 2.2 | 5.7 | % | 49,802 | 2.2 | $15.50 | 1 | ||||||||||||||||||||
2023 | 30,586 | 21.1 | 26.8 | % | 543,213 | 24.2 | $17.76 | 12 | ||||||||||||||||||||
2024 | 47,211 | 32.6 | 59.4 | % | 737,730 | 32.8 | $15.63 | 14 | ||||||||||||||||||||
2025 | 24,720 | 17.1 | 76.5 | % | 409,825 | 18.2 | $16.58 | 9 | ||||||||||||||||||||
2026 | 8,715 | 6.0 | 82.5 | % | 174,988 | 7.8 | $20.08 | 4 | ||||||||||||||||||||
2027 | 2,804 | 1.9 | 84.5 | % | 67,890 | 3.0 | $24.21 | 2 | ||||||||||||||||||||
2028 | 2,515 | 1.7 | 86.2 | % | 52,815 | 2.3 | $21.00 | 1 | ||||||||||||||||||||
2029 | 11,209 | 7.7 | 94.0 | % | 152,600 | 6.8 | $13.61 | 2 | ||||||||||||||||||||
2030 | 0 | 0.0 | 94.0 | % | 0 | 0.0 | $0.00 | 0 | ||||||||||||||||||||
2031 | 0 | 0.0 | 94.0 | % | 0 | 0.0 | $0.00 | 0 | ||||||||||||||||||||
2032 & Thereafter | 0 | 0.0 | 94.0 | % | 0 | 0.0 | $0.00 | 0 | ||||||||||||||||||||
Vacant | 8,741 | 6.0 | 100.0 | % | NAP | NAP | NAP | 0 | ||||||||||||||||||||
Total / Wtd. Avg. | 144,714 | 100.0 | % | $2,247,612 | 100.0 | % | $16.53 | 46 |
(1) | Underwritten Base Rent is based on the underwritten rent rolls as of April 1, 2022 with rent steps through June 30, 2023. Certain tenants may have co-tenancy provisions. |
(2) | Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in this rollover schedule. |
(3) | As of origination, the tenant China Town is on a month-to-month lease. China Town has been in occupancy at the Creekside Plaza Property since January 1999. |
(4) | Calculated based on approximate square footage occupied by each tenant. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
137
LOAN #12: RIVERCREST RETAIL PORTFOLIO II
The following table presents certain information relating to historical occupancy at the Rivercrest Retail Portfolio II Properties:
Historical Leased %(1)
2019 | 2020 | 2021 | As of 4/1/2022(2) |
96.9% | 94.7% | 96.0% | 94.0% |
(1) | As provided by the borrowers and represents average annual occupancy for the indicated year unless otherwise specified. |
(2) | Based on the underwritten rent rolls dated April 1, 2022. |
■ | 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 Rivercrest Retail Portfolio II properties: |
Cash Flow Analysis(1)
2019 | 2020 | 2021 | TTM 3/31/2022 | Underwritten | Underwritten | |||||||
Base Rental Revenue(1) | $2,156,564 | $2,146,133 | $2,223,593 | $2,238,158 | $2,247,612 | $15.53 | ||||||
Overage / Percentage Rent | 0 | 0 | 4,498 | 4,498 | 0 | $0.00 | ||||||
Total Commercial Reimbursement Revenue | 519,443 | 426,715 | 499,707 | 505,368 | 518,566 | $3.58 | ||||||
Market Revenue from Vacant Units | 0 | 0 | 0 | 0 | 191,150 | $1.32 | ||||||
Other Revenue | 41,220 | 31,602 | 13,344 | 14,512 | 21,000 | $0.15 | ||||||
Vacancy Loss | 0 | 0 | 0 | 0 | (260,664) | ($1.80) | ||||||
Commercial Credit Loss | (15,692) | (52,164) | 17,925 | 4,831 | 0 | $0.00 | ||||||
Total Revenue | $2,701,535 | $2,552,286 | $2,759,067 | $2,767,367 | $2,717,664 | $18.78 | ||||||
Real Estate Taxes | 243,327 | 251,411 | 263,083 | 263,082 | 375,014 | $2.59 | ||||||
Insurance | 21,714 | 26,345 | 33,503 | 33,503 | 35,508 | $0.25 | ||||||
Utilities | 47,004 | 28,825 | 31,913 | 31,162 | 35,400 | $0.24 | ||||||
Repairs & Maintenance(2) | 212,555 | 95,750 | 165,451 | 173,992 | 103,600 | $0.72 | ||||||
Management Fee(3) | 136,053 | 130,959 | 138,884 | 134,720 | 81,530 | $0.56 | ||||||
Payroll (Office, Security, Maintenance) | 0 | 885 | 275 | 1,762 | 275 | $0.00 | ||||||
Net Operating Income | $2,040,882 | $2,018,111 | $2,125,958 | $2,129,146 | $2,086,338 | $14.42 | ||||||
Other Reserves(4) | 0 | 0 | 0 | 0 | 67,410 | $0.47 | ||||||
Net Cash Flow | $2,040,882 | $2,018,111 | $2,125,958 | $2,129,146 | $2,018,928 | $13.95 | ||||||
Occupancy(5) | 96.9% | 94.7% | 96.0% | 94.0% | 91.2% | |||||||
NOI Debt Yield | 9.8% | 9.7% | 10.2% | 10.2% | 10.0% | |||||||
NCF DSCR | 1.69x | 1.67x | 1.76x | 1.77x | 1.67x |
(1) | Underwritten Base Rent is based on the underwritten rent rolls as of April 1, 2022 with rent steps through June 30, 2023. |
(2) | Various expenses which appear to be capital in nature are included in Repairs and Maintenance in historical years 2019, 2020, 2021, and TTM 3/31/2022. These capital expenses have not been excluded from the figures presented above. |
(3) | Contractual management fee will be capped at 3.0% during the Mortgage Loan term. |
(4) | Other Reserves consists of replacement reserves, tenant improvements and leasing commissions. |
(5) | TTM 3/31/2022 Occupancy is as of April 1, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
138
LOAN #13: LEAGUE CITY STORAGE
Mortgaged Property Information | Mortgage Loan Information | |||||
Number of Mortgaged Properties | 1 | Loan Seller | SMC | |||
Location (City/State) | League City, Texas | Cut-off Date Balance | $18,725,000 | |||
Property Type | Self Storage | Cut-off Date Balance per SF | $43.17 | |||
Size (SF) | 433,796 | Percentage of Initial Pool Balance | 3.0% | |||
Total Occupancy as of 3/7/2022 | 99.4% | Number of Related Mortgage Loans | None | |||
Owned Occupancy as of 3/7/2022 | 99.4% | Type of Security | Fee | |||
Year Built / Latest Renovation | 2005 / NAP | Mortgage Rate | 5.08500% | |||
Appraised Value | $30,700,000 | Original Term to Maturity (Months) | 120 | |||
Appraisal Date | 2/27/2022 | Original Amortization Term (Months) | NAP | |||
Borrower Sponsor | William E. Bellomy | Original Interest Only Period (Months) | 120 | |||
Property Management | 4217 Storage Management LLC | First Payment Date | 5/6/2022 | |||
Maturity Date | 4/6/2032 | |||||
Underwritten Revenues | $2,561,235 | |||||
Underwritten Expenses | $866,459 | Escrows | ||||
Underwritten Net Operating Income (NOI) | $1,694,776 | Upfront | Monthly | |||
Underwritten Net Cash Flow (NCF) | $1,681,762 | Taxes | $81,965 | $20,491 | ||
Cut-off Date LTV Ratio | 61.0% | Insurance | $50,198 | $25,099 | ||
Maturity Date LTV Ratio | 61.0% | Replacement Reserve | $0 | $1,084 | ||
DSCR Based on Underwritten NOI / NCF | 1.76x / 1.74x | TI/LC | $0 | $0 | ||
Debt Yield Based on Underwritten NOI / NCF | 9.1% / 9.0% | Other | $0 | $0 | ||
Sources and Uses | ||||||
Sources | $ | % | Uses | $ | % | |
Loan Amount | $18,725,000 | 68.6% | Purchase Price | $26,750,000 | 98.0% | |
Principal’s New Cash Contribution | 8,566,692 | 31.4 | Closing Costs | 409,529 | 1.5 | |
Upfront Reserves | 132,163 | 0.5 | ||||
Total Sources | $27,291,692 | 100.0% | Total Uses | $27,291,692 | 100.0% |
■ | COVID-19 Update. As of May 6, 2022, the League City Storage property is open and operating. The League City Storage loan is not subject to any modification or forbearance request. The first payment date for the League City Storage loan was May 6, 2022. |
The following table presents certain information relating to historical leasing at the League City Storage property:
Historical Leased %(1)
2018 | 2019 | 2020 | 2021 | As of 3/7/2022(2) |
99.5% | 98.7% | 94.6% | 97.5% | 99.4% |
(1) | Reflects average occupancy for the indicated year ended December 31 unless specified otherwise. |
(2) | Based on the borrower rent roll dated March 7, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
139
LOAN #13: LEAGUE CITY STORAGE
■ | 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 League City Storage property: |
Cash Flow Analysis
2019(1) | 2020(1) | 2021 | TTM 2/28/2022 | Underwritten | Underwritten $ per SF | |||||||
Base Rent | $2,092,313 | $1,920,085 | $2,486,635 | $2,586,689 | $2,679,827 | $6.18 | ||||||
Potential Income from Vacant Units | 0 | 0 | 0 | 0 | 16,210 | $0.04 | ||||||
Vacancy, Credit Loss & Concessions | 0 | 0 | 0 | 0 | (134,802) | ($0.31) | ||||||
Other Income | 0 | 0 | 0 | 0 | 0 | $0.00 | ||||||
Effective Gross Income | $2,092,313 | $1,920,085 | $2,486,635 | $2,586,689 | $2,561,235 | $5.90 | ||||||
Real Estate Taxes | $132,229 | $172,650 | $238,734 | $238,734 | $238,734 | $0.55 | ||||||
Insurance | 92,526 | 196,150 | 214,927 | 214,927 | 301,189 | $0.69 | ||||||
Management Fees | 104,616 | 96,004 | 124,332 | 129,334 | 128,062 | $0.30 | ||||||
Total Other Expenses | 208,656 | 204,348 | 186,552 | 198,475 | 198,475 | $0.46 | ||||||
Total Operating Expenses | $538,026 | $669,152 | $764,544 | $781,470 | $866,459 | $2.00 | ||||||
Net Operating Income | $1,554,287 | $1,250,933 | $1,722,091 | $1,805,219 | $1,694,776 | $3.91 | ||||||
Replacement Reserves | 0 | 0 | 0 | 0 | 13,014 | $0.03 | ||||||
Net Cash Flow | $1,554,287 | $1,250,933 | $1,722,091 | $1,805,219 | $1,681,762 | $3.88 | ||||||
Occupancy(2) | 98.7% | 94.6% | 97.5% | 98.5% | 95.0% | |||||||
NOI Debt Yield | 8.3% | 6.7% | 9.2% | 9.6% | 9.1% | |||||||
NCF DSCR | 1.61x | 1.30x | 1.78x | 1.87x | 1.74x |
(1) | In October 2019, there was an electrical fire that destroyed one of the buildings at the League City Storage property containing 42 storage units. As a result, there was a decline in revenue throughout 2020 and into 2021. The building remained offline for approximately 18 months as a result of construction and material delays related to COVID-19. The fire damaged building was re-opened in May 2021. |
(2) | Historical occupancies reflect average occupancy for the indicated year ended December 31 unless specified otherwise. Underwritten Occupancy is based on the underwritten economic occupancy |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
140
LOAN #14: 501 W 24TH STREET
Mortgaged Property Information | Mortgage Loan Information | |||||
Number of Mortgaged Properties | 1 | Loan Seller | BMO | |||
Location (City / State) | New York, New York | Cut-off Date Balance | $15,850,000 | |||
Property Type(1) | Retail | Cut-off Date Balance per SF | $2,030.23 | |||
Size (SF) | 7,807 | Percentage of Initial Pool Balance | 2.5% | |||
Total Occupancy as of 6/6/2022 | 100.0% | Number of Related Mortgage Loans | None | |||
Owned Occupancy as of 6/6/2022 | 100.0% | Type of Security | Fee | |||
Year Built / Latest Renovation | 2015 / NAP | Mortgage Rate | 6.38000% | |||
Appraised Value | $28,800,000 | Original Term to Maturity (Months) | 120 | |||
Appraisal Date | 4/1/2022 | Original Amortization Term (Months) | NAP | |||
Borrower Sponsor | Jean-Pierre Lehmann and Rachel Lehmann | Original Interest Only Period (Months) | 120 | |||
Property Management | Chris Hackett LLC | First Payment Date | 6/6/2022 | |||
Maturity Date | 5/6/2032 | |||||
Underwritten Revenues | $1,884,484 | |||||
Underwritten Expenses | $378,907 | Escrows | ||||
Underwritten Net Operating Income (NOI) | $1,505,577 | Upfront | Monthly | |||
Underwritten Net Cash Flow (NCF) | $1,496,599 | Taxes | $92,487 | $15,415 | ||
Cut-off Date LTV Ratio | 55.0% | Insurance | $6,544 | $3,272 | ||
Maturity Date LTV Ratio | 55.0% | Replacement Reserve | $0 | $100 | ||
DSCR Based on Underwritten NOI / NCF | 1.47x / 1.46x | TI / LC | $0 | $651 | ||
Debt Yield Based on Underwritten NOI / NCF | 9.5% / 9.4% | Condominium Assessments Reserve | $9,111 | $9,111 | ||
Sources and Uses | ||||||
Sources | $ | % | Uses | $ | % | |
Loan Amount | $15,850,000 | 100.0% | Loan Payoff | $13,633,464 | 86.0% | |
Principal Equity Distribution | 1,667,406 | 10.5 | ||||
Closing Costs | 440,988 | 2.8 | ||||
Reserves | 108,142 | 0.7 | ||||
Total Sources | $15,850,000 | 100.0% | Total Uses | $15,850,000 | 100.0% |
(1) | The 501 W 24th Street Property is a 7,807 SF retail building occupied by single tenant, Lehman-Maupin L.L.C. (Art Gallery), and currently operates as an art gallery. |
Sole Tenant Based on Underwritten Based Rent(1)
Tenant Name | Credit Rating | Tenant GLA | % of GLA | UW Base Rent | % of Total UW Base Rent | UW Base Rent $ per SF | Lease Expiration(3) | Renewal / Extension Options | |
Lehman-Maupin L.L.C. (Art Gallery) | NR/NR/NR | 7,807 | 100.0% | $1,743,005 | 100.0% | $223.26 | 4/30/2037 | None | |
Total Occupied | 7,807 | 100.0% | $1,743,005 | 100.0% | $223.26 | ||||
Remaining Tenants | 0 | 0.0 | 0 | 0.0 | 0.00 | ||||
Vacant | 0 | 0.0 | NAP | NAP | NAP | ||||
Total | 7,807 | 100.0% | $1,743,005 | 100.0% | $223.26 |
(1) | Based on the underwritten rent roll dated June 6, 2022. |
(2) | Credit Ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | Lehman-Maupin L.L.C signed its lease and opened its business in 2018. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
141
LOAN #14: 501 W 24TH STREET
The following table presents certain information relating to the lease rollover schedule at 501 W 24th Street, based on the initial lease expiration date:
Lease Expiration Schedule(1)
Year Ending December 31 | Expiring Owned GLA | % of Owned GLA | Cumulative % of Owned GLA | UW Base Rent | % of Total UW Base Rent | UW Base Rent $ per SF | # of Expiring Leases | |||||||
MTM | 0 | 0.0% | 0.0% | $0 | 0.0% | $0.00 | 0 | |||||||
2022 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2023 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2024 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2025 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2026 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2027 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2028 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2029 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2030 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2031 | 0 | 0.0% | 0.0% | 0 | 0.0% | $0.00 | 0 | |||||||
2032 & Thereafter | 7,807 | 100.0% | 100.0% | 1,743,005 | 100.0% | $223.26 | 1 | |||||||
Vacant | 0 | 0.0% | 100.0% | NAP | NAP | NAP | 0 | |||||||
Total / Wtd. Avg. | 7,807 | 100.0% | $1,743,005 | 100.0% | $223.26 | 1 |
(1) | Based on the underwritten rent roll dated June 6, 2022. |
■ | COVID-19 Update. As of May 22, 2022, the 501 W 24th Street Property was open and operating and 100% of the base rent due in May 2022 and June 2022 was paid. As of May 22, 2022, the 501 W 24th Street Mortgage Loan is not subject to any forbearance, modification or debt service relief request. |
The following table presents certain information relating to historical leasing at the 501 W 24th Street Property:
Historical and Current Occupancy %(1)
12/31/2019 | 12/31/2020 | 12/31/2021 | As of 6/6/2022(2) |
100.0% | 100.0% | 100.0% | 100.0% |
(1) | Historical occupancies are as of December 31 of each respective year. |
(2) | Based on the underwritten rent roll dated June 6, 2022 |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
142
LOAN #14: 501 W 24TH STREET
■ | Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the 501 W 24th Street: |
Cash Flow Analysis
2019 | 2020 | 2021 | Underwritten | Underwritten $ per SF | ||||||
Base Rent | $2,368,704 | $2,378,490 | $2,486,136 | $1,743,005 | $223.26 | |||||
Total Reimbursements | 29,665 | 0 | 0 | 240,663 | $30.83 | |||||
Gross Potential Rent | $2,398,369 | $2,378,490 | $2,486,136 | $1,983,668 | $254.09 | |||||
Vacancy & Credit Loss | 0 | $0 | 0 | (99,183) | ($12.70) | |||||
Effective Gross Income | $2,398,369 | $2,378,490 | $2,486,136 | $1,884,484 | $241.38 | |||||
Real Estate Taxes | 150,300 | 162,997 | 172,657 | 184,974 | $23.69 | |||||
Insurance | 35,172 | 37,089 | 39,061 | 39,264 | $5.03 | |||||
Management Fee | 0 | 0 | 0 | 37,690 | $4.83 | |||||
Other Operating Expenses(1) | 115,590 | 106,147 | 119,647 | 116,979 | $14.98 | |||||
Total Expenses | $301,062 | $306,233 | $331,364 | $378,907 | $48.53 | |||||
Net Operating Income | $2,097,306 | $2,072,257 | $2,154,772 | $1,505,577 | $192.85 | |||||
Replacement Reserves | 0 | 0 | 0 | 1,171 | $0.15 | |||||
TI / LC | 0 | 0 | 0 | 7,807 | $1.00 | |||||
Net Cash Flow | $2,097,306 | $2,072,257 | $2,154,772 | $1,496,599 | $191.70 | |||||
Occupancy(2) | 100.0% | 100.0% | 100.0% | 95.0% | ||||||
NOI Debt Yield | 13.2% | 13.1% | 13.6% | 9.5% | ||||||
NCF DSCR | 2.05x | 2.02x | 2.10x | 1.46x |
(1) | Other Expenses includes items such as common area maintenance and general/administrative expenses. |
(2) | Underwritten occupancy is based on the economic occupancy. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
143
LOAN #15: STOCKTON SELF STORAGE PORTFOLIO
Mortgaged Property Information | Mortgage Loan Information | |||||
Number of Mortgaged Properties | 6 | Loan Seller | SMC | |||
Location (City/State) | Various, California | Cut-off Date Balance(5) | $13,985,622 | |||
Property Type(1) | Various | Cut-off Date Balance per SF(4) | $83.87 | |||
Size (SF) | 464,535 | Percentage of Initial Pool Balance | 2.2% | |||
Total Occupancy as of Various(2) | 97.8% | Number of Related Mortgage Loans | None | |||
Owned Occupancy as of Various(2) | 97.8% | Type of Security | Fee | |||
Year Built / Latest Renovation | Various / Various | Mortgage Rate | 5.14400% | |||
Appraised Value | $79,350,000 | Original Term to Maturity (Months) | 120 | |||
Appraisal Date(3) | Various | Original Amortization Term (Months) | 360 | |||
Borrower Sponsor | Steven L. Diede | Original Interest Only Period (Months) | NAP | |||
Property Management | Diede Property Management Inc. | First Payment Date | 6/6/2022 | |||
Maturity Date | 5/6/2032 | |||||
Underwritten Revenues | $5,975,092 | |||||
Underwritten Expenses | $1,821,673 | Escrows | ||||
Underwritten Net Operating Income (NOI) | $4,153,419 | Upfront | Monthly | |||
Underwritten Net Cash Flow (NCF) | $4,075,395 | Taxes | $55,257 | $27,629 | ||
Cut-off Date LTV Ratio(4) | 49.1% | Insurance | $56,532 | $5,855 | ||
Maturity Date LTV Ratio(4) | 40.6% | Replacement Reserve | $0 | $6,502 | ||
DSCR Based on Underwritten NOI / NCF(4) | 1.63x / 1.60x | TI/LC | $0 | $0 | ||
Debt Yield Based on Underwritten NOI / NCF(4) | 10.7% / 10.5% | Other | $0 | $0 | ||
Sources and Uses | ||||||
Sources | $ | % | Uses | $ | % | |
Whole Loan Amount | $39,000,000 | 100.0% | Loan Payoff | $20,170,671 | 51.7% | |
Principal Equity Distribution | 18,375,778 | 47.1 | ||||
Closing Costs | 341,762 | 0.9 | ||||
Upfront Reserves | 111,789 | 0.3 | ||||
Total Sources | $39,000,000 | 100.0% | Total Uses | $39,000,000 | 100.0% |
(1) | The Stockton Self Storage Portfolio properties are comprised of five self storage properties and one industrial property. |
(2) | Total Occupancy and Owned Occupancy are as of April 15, 2022 for all of the mortgaged properties except for Beckman Road Industrial, which is as of June 6, 2022. |
(3) | The Appraisal Dates range from March 1, 2022 to March 28, 2022. |
(4) | Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the Stockton Self Storage Portfolio Whole Loan (as defined below). |
(5) | The Stockton Self Storage Portfolio mortgage loan (“Stockton Self Storage Portfolio Mortgage Loan”) is part of the Stockton Self Storage Portfolio Whole Loan (“Stockton Self Storage Portfolio Whole Loan”) which is comprised of two pari passu promissory notes with an aggregate original balance of $39,000,000. |
The table below summarizes the promissory notes that comprise the Stockton Self Storage Portfolio Whole Loan. The relationship between the holders of the Stockton Self Storage Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Outside-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Note Holder | Controlling Piece |
A-1 | $25,000,000 | $24,974,325 | Starwood Mortgage Funding II LLC | Yes(1) |
A-2 | 14,000,000 | 13,985,622 | CGCMT 2022-GC48 | No |
Whole Loan | $39,000,000 | $38,959,947 |
(1) | The Stockton Self Storage Portfolio Whole Loan is expected to be serviced pursuant to the pooling and servicing agreement for a future public securitization and the controlling Note A-1. |
The following table presents certain information relating to the Stockton Self Storage Portfolio properties:
Property Name | City, State | Original Balance Allocated Loan Amounts ($) | % of Original Balance Allocated Loan Amounts | Total SF(1) | Occ. (%)(1) | Year Built/Renovated(2) | As-Is Appraised Value(2) | UW NCF |
Airport Road Self Storage | Rio Vista, CA | $14,300,000 | 36.7% | 113,170 | 94.3% | 2000, 2003, 2006, 2018 / NAP | $28,890,000 | $1,456,483 |
Morada Self Storage | Stockton, CA | 7,600,000 | 19.5 | 98,700 | 99.2% | 2002 / NAP | 15,950,000 | 884,772 |
Highway 88 Self Storage | Lockeford, CA | 5,100,000 | 13.1 | 68,475 | 98.1% | 2003 / NAP | 9,550,000 | 520,116 |
Beckman Road Industrial | Lodi, CA | 5,000,000 | 12.8 | 99,000 | 100.0% | 1980 / 2021 | 11,700,000 | 509,508 |
Highway 99 Self Storage | Galt, CA | 4,200,000 | 10.8 | 50,240 | 98.6% | 1982 / NAP | 8,010,000 | 420,745 |
Eight Mile Road Self Storage | Lodi, CA | 2,800,000 | 7.2 | 34,950 | 97.1% | 1990 / NAP | 5,250,000 | 283,771 |
Total / Wtd. Avg. | $39,000,000 | 100.0% | 464,535 | 97.8% | $79,350,000 | $4,075,395 |
(1) | Based on the borrower rent rolls dated April 15, 2022 and June 6, 2022. |
(2) | Source: Appraisals. |
■ | COVID-19 Update. As of May 6, 2022, the Stockton Self Storage properties are open and operating. The Stockton Self Storage Portfolio Whole Loan is not subject to any modification or forbearance request. The first payment date for the Stockton Self Storage Portfolio Whole Loan is June 6, 2022. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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LOAN #15: STOCKTON SELF STORAGE PORTFOLIO
The following table presents certain information relating to historical leasing at the Stockton Self Storage properties:
Historical Leased %(1)
2019 | 2020(2) | 2021 | Current(3) |
93.4% | 71.8% | 97.7% | 97.8% |
(1) | Reflects occupancy for the indicated year as of December 31 unless specified otherwise. |
(2) | The Beckman Road Industrial property was vacant as of December 31, 2020. |
(3) | Current occupancy is as of April 15, 2022 for all of the Stockton Self Storage Portfolio properties except Beckman Road Industrial, which is as of June 6, 2022. |
■ | 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 Stockton Self Storage properties: |
Cash Flow Analysis
2019 | 2020 | 2021 | TTM 3/31/2022 | Underwritten | Underwritten $ per SF | |||||||
Base Rent | $4,895,130 | $5,060,291 | $5,463,519 | $5,763,027 | $6,017,274 | $12.95 | ||||||
Potential Income from Vacant Units | 0 | 0 | 0 | 0 | 1,068,780 | $2.30 | ||||||
Vacancy, Credit Loss & Concessions | 0 | 0 | 0 | 0 | (1,391,832) | ($3.00) | ||||||
Other Income | 220,355 | 211,756 | 213,329 | 207,219 | 280,870 | $0.60 | ||||||
Effective Gross Income | $5,115,485 | $5,272,047 | $5,676,848 | $5,970,246 | $5,975,092 | $12.86 | ||||||
Real Estate Taxes | 245,276 | 260,396 | 280,405 | 283,740 | 472,175 | $1.02 | ||||||
Insurance | 59,535 | 53,476 | 64,482 | 68,595 | 70,714 | $0.15 | ||||||
Management Fees | 198,971 | 205,064 | 221,876 | 232,338 | 232,517 | $0.50 | ||||||
Total Other Expenses | 1,033,855 | 1,018,203 | 1,058,320 | 1,046,266 | 1,046,266 | $2.25 | ||||||
Total Operating Expenses | $1,537,637 | $1,537,139 | $1,625,083 | $1,630,939 | $1,821,673 | $3.92 | ||||||
Net Operating Income | $3,577,848 | $3,734,908 | $4,051,765 | $4,339,307 | $4,153,419 | $8.94 | ||||||
Replacement Reserves | 0 | 0 | 0 | 0 | 78,025 | $0.17 | ||||||
Net Cash Flow | $3,577,848 | $3,734,908 | $4,051,765 | $4,339,307 | $4,075,395 | $8.77 | ||||||
Occupancy(1) | 93.4% | 71.8% | 97.7% | 97.8% | 80.4% | |||||||
NOI Debt Yield | 9.2% | 9.6% | 10.4% | 11.1% | 10.6% | |||||||
NCF DSCR | 1.40x | 1.46x | 1.59x | 1.70x | 1.60x |
(1) | Historical occupancies reflect occupancy for the indicated year as of December 31 unless specified otherwise. TTM 3/31/2022 occupancy is as of April 15, 2022 for all of the Stockton Self Storage Portfolio properties except the Beckman Road Industrial property, which is as of June 6, 2022. Underwritten Occupancy is based on the underwritten economic occupancy. The Beckman Road Industrial property was vacant as of December 31, 2020. |
■ | Release of Collateral. Following the defeasance lockout period, and provided no event of default then exists, the Stockton Self Storage Portfolio Mortgage Loan documents permit the release of the Beckman Road Industrial property, and, solely in the event that the California Department of Transportation commences an eminent domain proceeding with respect to the Eight Mile Road Self Storage property, the Eight Mile Road Self Storage property, upon the borrower defeasing a portion of the Stockton Self Storage Portfolio Mortgage Loan in the amount equal to the greatest of (a) 110% of the allocated loan amount for the property to be released, (b) the amount which would result in the LTV on the remaining Stockton Self Storage Portfolio properties, after giving effect to such release, being not greater than 49.1%, (c) the DSCR on the remaining Stockton Self Storage Portfolio properties, after giving effect to such release, being not less than 1.60x and (d) the debt yield on the remaining mortgaged properties, after giving effect to such release, being not less than 10.4%. |
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-262701) 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 website at www.sec.gov. Alternatively, the depositor or Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc., Siebert Williams Shank & Co., LLC or any other underwriter or dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-831-9146.
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