FREE WRITING PROSPECTUS | ||
FILED PURSUANT TO RULE 433 | ||
REGISTRATION FILE NO.: 333-207340-10 | ||
March 8, 2018 FREE WRITING PROSPECTUS COLLATERAL TERM SHEET$839,904,551 (Approximate Total Mortgage Pool Balance) UBS 2018-C9 UBS Commercial Mortgage Securitization Corp.DepositorUBS AG Ladder Capital Finance LLC Cantor Commercial Real Estate Lending, L.P. Société GénéraleSponsors and Mortgage Loan SellersUBS Securities LLC Cantor Fitzgerald & Co. Société GénéraleCo-Lead Managers and Joint BookrunnersDrexel Hamilton Academy SecuritiesCo-ManagersThe depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (’’SEC’’) (SEC File No. 333-207340) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-877-713-1030 (8 a.m. – 5 p.m. EST). The Offered Certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
Nothing in this document constitutes an offer of securities for sale in any jurisdiction where the offer or sale is not permitted. The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale and ultimately by the final prospectus relating to the offered certificates. These materials are subject to change, completion, supplement or amendment from time to time.
This free writing prospectus has been prepared by the underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended) and/or Part VI of the Financial Services and Markets Act 2000, as amended, or other offering document.
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION
This free writing prospectus contains certain forward-looking statements. If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.
The attached information contains certain tables and other statistical analyses (the “Computational Materials”) that have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of the offered certificates. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the offered certificates may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of UBS Securities LLC, Cantor Fitzgerald & Co., SG Americas Securities, LLC, Drexel Hamilton, LLC or Academy Securities, Inc., or any of their respective affiliates, make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the offered certificates. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
The offered certificates described herein are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with such class of certificates. For those reasons and for the reasons set forth under the heading “Risk Factors” in the Preliminary Prospectus, the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of such certificates. 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 certificates 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 certificates. 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 certificates described in this free writing prospectus.
This free writing prospectus 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 free writing prospectus may not pertain to any securities that will actually be sold. The information contained in this free writing prospectus may be based on assumptions regarding market conditions and other matters as reflected in this free writing prospectus. 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 free writing prospectus should not be relied upon for such purposes. The Underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this free writing prospectus may, from time to time, have long or short positions in, and buy or sell, the offered certificates mentioned in this free writing prospectus or derivatives thereof (including options). Information contained in this free writing prospectus is current as of the date appearing on this free writing prospectus only. None of UBS Securities LLC, Cantor Fitzgerald & Co., SG Americas Securities, LLC, Drexel Hamilton, LLC or Academy Securities, Inc. provides accounting, tax or legal advice.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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The issuing entity will be relying upon 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—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in the Preliminary Prospectus). See also “Legal Investment” in the Preliminary Prospectus.
The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS
Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) any representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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UBS 2018-C9
Capitalized terms used but not defined herein have the meanings assigned to them in the preliminary prospectus expected to be dated March 13, 2018 relating to the offered certificates (hereinafter referred to as the “Preliminary Prospectus”).
KEY FEATURES OF SECURITIZATION |
Offering Terms: | |
Co-Lead Managers and Joint Bookrunners: | UBS Securities LLC Cantor Fitzgerald & Co. SG Americas Securities, LLC |
Co-Managers: | Drexel Hamilton, LLC Academy Securities, Inc. |
Mortgage Loan Sellers: | UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) (41.2%), Ladder Capital Finance LLC (“LCF”) (23.3%), Société Générale (“SG”) (19.5%), and Cantor Commercial Real Estate Lending, L.P. (“CCRE”) (16.0%) |
Master Servicer: | Midland Loan Services, a Division of PNC Bank, National Association |
Operating Advisor: | Pentalpha Surveillance LLC |
Asset Representations Reviewer: | Pentalpha Surveillance LLC |
Special Servicer: | Rialto Capital Advisors LLC (with respect to all Mortgage Loans and related Serviced Companion Loans other than the DreamWorks Campus whole loan) and AEGON USA Realty Advisors, LLC (solely with respect to the DreamWorks Campus whole loan) |
Trustee: | Wells Fargo Bank, National Association |
Certificate Administrator: | Wells Fargo Bank, National Association |
Rating Agencies: | Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc. |
U.S. Credit Risk Retention: | UBS AG is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase by RREF III-D AIV RR H, LLC or an affiliate, as a third party purchaser (as defined in Regulation RR), from the initial purchasers, on the Closing Date, of an “eligible horizontal residual interest”. The aggregate estimated fair value of the “eligible horizontal residual interest” will equal at least 5% of the estimated fair value of all of the certificates issued by the issuing entity. The pooling and servicing agreement will include the required provisions applicable to an operating advisor necessary for the securitization to comply with the credit risk retention rules utilizing the “third party purchaser” option. For additional information, see “Credit Risk Retention” in the Preliminary Prospectus. |
EU Credit Risk Retention: | The transaction isnot structured to satisfy the EU risk retention and due diligence requirements. |
Closing Date: | On or about March 29, 2018 |
Clean-up Call: | 1.0% |
Distribution of Collateral by Property Type |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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UBS 2018-C9
TRANSACTION HIGHLIGHTS(1) |
Mortgage Loan Sellers | Number of Mortgage Loans | Number of Mortgaged Properties | Aggregate Cut-Off Date Balance | % of Initial Outstanding Pool Balance(2) |
UBS AG(3) | 19 | 47 | $345,894,363 | 41.2% |
Ladder Capital Finance LLC | 10 | 13 | $195,633,188 | 23.3% |
Société Générale(3) | 8 | 23 | $163,997,000 | 19.5% |
Cantor Commercial Real Estate Lending, L.P. | 6 | 29 | $134,380,000 | 16.0% |
Total/Weighted Average | 43 | 112 | $839,904,551 | 100.0% |
Pooled Collateral Facts: | |
Initial Outstanding Pool Balance: | $839,904,551 |
Number of Mortgage Loans: | 43 |
Number of Mortgaged Properties: | 112 |
Average Mortgage Loan Cut-off Date Balance: | $19,532,664 |
Average Mortgaged Property Cut-off Date Balance: | $7,499,148 |
Weighted Average Mortgage Rate: | 4.903% |
Weighted Average Mortgage Loan Original Term to Maturity Date or ARD (months)(4): | 117 |
Weighted Average Mortgage Loan Remaining Term to Maturity Date or ARD (months)(4): | 117 |
Weighted Average Mortgage Loan Seasoning (months): | 1 |
% of Mortgaged Properties Leased to a Single Tenant: | 21.1% |
% of Mortgage Loans Secured by a Property or a Portfolio of Mortgaged Properties Leased to a Single Tenant: | 15.0% |
Credit Statistics | |
Weighted Average Mortgage Loan U/W NCF DSCR(5): | 1.91x |
Weighted Average Mortgage Loan Cut-off Date LTV(5)(6): | 58.9% |
Weighted Average Mortgage Loan Maturity Date or ARD LTV(5)(6): | 54.5% |
Weighted Average U/W NOI Debt Yield(5): | 10.9% |
Amortization Overview | |
% Mortgage Loans which pay Interest Only through Maturity Date or ARD(4): | 48.3% |
% Mortgage Loans which pay Interest Only followed by Amortization through Maturity Date or ARD(4): | 27.6% |
% Mortgage Loans with Amortization through Maturity Date or ARD(4): | 24.1% |
Weighted Average Remaining Amortization Term (months)(7): | 357 |
Loan Structural Features | |
% Mortgage Loans with Upfront or Ongoing Tax Reserves: | 91.5% |
% Mortgage Loans with Upfront or Ongoing Replacement Reserves(8): | 80.7% |
% Mortgage Loans with Upfront or Ongoing Insurance Reserves: | 68.3% |
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(9): | 83.7% |
% Mortgage Loans with Upfront Engineering Reserves: | 53.4% |
% Mortgage Loans with Upfront or Ongoing Other Reserves: | 82.3% |
% Mortgage Loans with In Place Hard Lockboxes: | 71.7% |
% Mortgage Loans with Cash Traps Triggered at DSCR Levels ≥ 1.05x: | 88.8% |
% Mortgage Loans with Defeasance Only After a Lockout Period and Prior to an Open Period: | 82.1% |
% Mortgage Loans with Prepayment with a Yield Maintenance Charge Only After a Lockout Period and Prior to an Open Period: | 15.4% |
% Mortgage Loans with Lockout Followed by a Period of Prepayment with a Yield Maintenance Charge Followed by a Period of Prepayment with a Yield Maintenance Charge or Defeasance Followed by an Open Period: | 2.5% |
Please see footnotes on the following page.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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UBS 2018-C9
TRANSACTION HIGHLIGHTS(1) |
(1) | The Eastmont Town Center Whole Loan has not yet been originated. As such, any pool information related to Mortgage Rates, Maturity Dates, Seasoning, Prepayment Provisions, Reserves and UW NCF DSCR numbers presented herein are estimates that are subject to change upon origination of the Eastmont Town Center Whole Loan. |
(2) | Unless otherwise indicated, all references to “% of Outstanding Pool Balance” in this Term Sheet reflect a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to March 2018. |
(3) | With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as AFIN Portfolio, representing approximately 7.1% of the Initial Pool Balance, such mortgage loan is part of a whole loan that was co-originated by SG and UBS AG. The “Number of Mortgage Loans” and the “Number of Mortgaged Properties” shown in the table above for SG do not include the notes for which SG is acting as mortgage loan seller; however, the “Aggregate Cut-off Date Balance” and the “% of Outstanding Pool Balance” shown in the table above for SG do include these notes. |
(4) | For any mortgage loan with an anticipated repayment date, calculated to or as of, as applicable, that anticipated repayment date. |
(5) | With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, LTV, DSCR and Debt Yield calculations in this Term Sheet include any relatedpari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. |
(6) | With respect to the mortgage loan secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Midwest Hotel Portfolio, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the sum of the “As-Is” appraised values for the Hampton Inn Mount Vernon Mortgaged Property, Hampton Inn Anderson Mortgaged Property, Fairfield Inn Joplin Mortgaged Property, and Fairfield Inn Indianapolis South Mortgaged Property and the “As Complete” appraised values for the Hilton Garden Inn Joplin Mortgaged Property, Hampton Inn Joplin Mortgaged Property, Hampton Inn Marion Mortgaged Property, and Fairfield Inn St. Louis Collinsville Mortgaged Property. The “As Complete” appraised values are based on the assumption that the specific amount for property improvement plans (“PIP”) and capital improvements are held in escrow by the lender at origination. At origination, the lender escrowed $4,598,885 into a PIP reserve and the work for the escrowed PIP and capital improvements are either underway or expected to commence in 2018 and 2019. The “As-Is” appraised value for the Hilton Garden Inn Joplin Mortgaged Property, Hampton Inn Joplin Mortgaged Property, Hampton Inn Marion Mortgaged Property, and Fairfield Inn St. Louis Collinsville Mortgaged Property is $13,400,000, $12,800,000, $8,100,000, and $3,500,000, respectively. The Cut-off Date LTV and Maturity Date or ARD LTV based on the appraised value representing the sum of the “As-Is” appraised values for each of the Midwest Hotel Portfolio Mortgaged Properties of $73.6 million, are 67.9% and 57.1%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Chewy Fulfillment Center, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the alternate “Prospective Value Upon Stabilization” appraised value of $49,000,000, as of April 1, 2019, which assumes that outstanding landlord obligations for free rent, general contractor retainage payments, final billings, and remaining punch list work are fully funded and escrowed by the lender. At origination, landlord obligations of $2,822,812 were escrowed. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value of $45,000,000 for the Chewy Fulfillment Center Mortgaged Property are 64.7% and 59.6%, respectively. With respect to the whole loan secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Park Place at Florham Park, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the alternate market “As-Is” appraised value of $96,000,000 as of December 4, 2017, which assumes that outstanding landlord obligations for free rent, tenant improvements, and leasing commissions are fully funded and escrowed by the lender through a title company. At origination, landlord obligations of $5,044,401 were escrowed. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value of $91,200,000 for the Park Place at Florham Park Mortgaged Properties are 68.5% and 68.5%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Suntree Office Tower, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the alternate “As-Stabilized” appraised value of $14,900,000, as of January 1, 2019, which assumes that outstanding landlord obligations for forward starting rent, tenant improvements, and leasing commissions are fully funded and escrowed by the lender. At origination, landlord obligations of $358,116 were escrowed. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value of $14,100,000 for the Suntree Office Tower Mortgaged Property are 73.8% and 65.8%, respectively. For additional information, see “Description of the Mortgage Pool—Mortgage Pool Characteristics – Appraised Value” in the Preliminary Prospectus and the footnotes to Annex A-1 in the Preliminary Prospectus. |
(7) | Excludes mortgage loans that are interest-only for the full loan term. |
(8) | Includes FF&E Reserves. |
(9) | Represents the percent of the allocated aggregate principal balance of the mortgage pool as of the Cut-off Date of retail, office, industrial mixed use and the 53 South 11th Street properties only. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
Distribution of Cut-off Date Balances | ||||||||||
Weighted Averages | ||||||||||
Range of Cut-off Date Balances | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
$2,600,000 | - | $6,000,000 | 11 | $53,792,086 | 6.4% | 5.468% | 120 | 1.72x | 62.6% | 52.6% |
$6,000,001 | - | $11,000,000 | 7 | $63,229,264 | 7.5% | 5.179% | 109 | 1.88x | 58.1% | 54.2% |
$11,000,001 | - | $16,000,000 | 3 | $37,550,000 | 4.5% | 4.983% | 120 | 1.46x | 71.1% | 61.9% |
$16,000,001 | - | $21,000,000 | 8 | $152,146,201 | 18.1% | 4.914% | 119 | 1.70x | 62.9% | 55.4% |
$21,000,001 | - | $26,000,000 | 1 | $25,000,000 | 3.0% | 2.298% | 57 | 6.31x | 31.0% | 31.0% |
$26,000,001 | - | $31,000,000 | 6 | $177,400,000 | 21.1% | 5.053% | 120 | 1.73x | 57.6% | 53.4% |
$31,000,001 | - | $36,000,000 | 1 | $34,750,000 | 4.1% | 5.050% | 120 | 1.43x | 50.4% | 50.4% |
$36,000,001 | - | $41,000,000 | 2 | $76,037,000 | 9.1% | 4.542% | 120 | 1.82x | 60.5% | 58.1% |
$41,000,001 | - | $46,000,000 | 1 | $45,000,000 | 5.4% | 4.728% | 119 | 1.76x | 49.7% | 49.7% |
$46,000,001 | - | $51,000,000 | 1 | $50,000,000 | 6.0% | 5.674% | 120 | 1.71x | 64.7% | 54.3% |
$51,000,001 | - | $65,000,000 | 2 | $125,000,000 | 14.9% | 4.723% | 119 | 2.05x | 59.3% | 59.3% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Distribution of Mortgage Rates | ||||||||||
Weighted Averages | ||||||||||
Range of Mortgage Rates | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
2.2978% | - | 4.0000% | 2 | $33,000,000 | 3.9% | 2.700% | 73 | 5.78x | 29.4% | 29.4% |
4.0010% | - | 4.5000% | 4 | $138,207,000 | 16.5% | 4.254% | 119 | 2.15x | 58.9% | 58.1% |
4.5010% | - | 5.0000% | 10 | $254,026,201 | 30.2% | 4.775% | 119 | 1.74x | 57.3% | 53.4% |
5.0010% | - | 5.5000% | 19 | $300,148,000 | 35.7% | 5.215% | 118 | 1.61x | 61.6% | 57.0% |
5.5010% | - | 6.0000% | 6 | $78,236,363 | 9.3% | 5.667% | 120 | 1.70x | 65.1% | 54.4% |
6.0010% | - | 6.2130% | 2 | $36,286,986 | 4.3% | 6.046% | 120 | 1.55x | 62.0% | 50.9% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Property Type Distribution(1) | |||||||||||
Weighted Averages | |||||||||||
Property Type | Number of Mortgage Properties | Aggregate Cut-Off Date Balance | % of Initial Outstanding Pool Balance(1) | Number of Units/Rooms/Pads/ NRA/Beds | Cut-off Date Balance per Unit/Room/Pads NRA(1)(2) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | Occupancy | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) |
Office | 27 | $298,043,208 | 35.5% | 4,837,276 | $179 | 4.782% | 114 | 93.1% | 2.14x | 57.4% | 54.8% |
Suburban | 23 | $238,039,208 | 28.3% | 4,509,475 | $140 | 4.721% | 113 | 92.4% | 2.29x | 57.5% | 55.1% |
CBD | 2 | $51,750,000 | 6.2% | 301,934 | $362 | 5.159% | 120 | 95.2% | 1.46x | 56.3% | 52.5% |
Medical | 2 | $8,254,000 | 1.0% | 25,867 | $164 | 4.202% | 120 | 100.0% | 2.16x | 61.5% | 61.5% |
Retail | 43 | $173,784,204 | 20.7% | 3,909,118 | $109 | 4.639% | 119 | 93.0% | 1.95x | 61.1% | 57.8% |
Anchored | 20 | $118,158,609 | 14.1% | 3,252,698 | $95 | 4.639% | 119 | 91.1% | 1.94x | 60.7% | 56.6% |
Single Tenant | 15 | $35,533,000 | 4.2% | 280,879 | $150 | 4.403% | 120 | 100.0% | 2.04x | 62.0% | 61.0% |
Shadow Anchored | 2 | $10,814,063 | 1.3% | 90,609 | $130 | 5.196% | 120 | 92.0% | 2.16x | 63.4% | 63.1% |
Unanchored | 6 | $9,278,532 | 1.1% | 284,932 | $104 | 4.890% | 119 | 91.0% | 1.48x | 59.4% | 54.7% |
Hospitality | 13 | $116,636,986 | 13.9% | 1,383 | $88,434 | 5.723% | 120 | 70.2% | 1.70x | 64.0% | 52.9% |
Limited Service | 11 | $64,636,986 | 7.7% | 896 | $72,813 | 5.719% | 120 | 69.0% | 1.80x | 63.8% | 52.0% |
Full Service | 2 | $52,000,000 | 6.2% | 487 | $107,851 | 5.728% | 120 | 71.7% | 1.57x | 64.3% | 54.1% |
Industrial | 14 | $89,268,812 | 10.6% | 2,276,584 | $69 | 4.896% | 120 | 99.8% | 1.48x | 60.5% | 53.6% |
Warehouse/Distribution | 12 | $88,694,461 | 10.6% | 2,157,053 | $68 | 4.896% | 120 | 99.8% | 1.48x | 60.5% | 53.6% |
Flex | 2 | $574,350 | 0.1% | 119,531 | $104 | 4.890% | 119 | 88.9% | 1.48x | 59.4% | 54.7% |
Multifamily | 6 | $79,572,264 | 9.5% | 869 | $139,489 | 4.832% | 111 | 96.2% | 1.71x | 57.6% | 54.6% |
Garden | 4 | $61,772,264 | 7.4% | 812 | $85,123 | 4.706% | 119 | 95.1% | 1.77x | 59.3% | 55.4% |
Mid Rise | 2 | $17,800,000 | 2.1% | 57 | $328,158 | 5.269% | 82 | 100.0% | 1.49x | 51.7% | 51.7% |
Mixed Use | 6 | $70,174,078 | 8.4% | 743,507 | $284 | 4.745% | 119 | 95.4% | 1.95x | 50.5% | 48.8% |
Office/Garage/Retail | 1 | $45,000,000 | 5.4% | 246,136 | $366 | 4.728% | 119 | 94.2% | 1.76x | 49.7% | 49.7% |
Retail/Other | 1 | $9,000,000 | 1.1% | 43,044 | $209 | 5.398% | 120 | 100.0% | 1.41x | 69.8% | 61.0% |
Industrial/Office/Retail | 1 | $8,000,000 | 1.0% | 90,025 | $89 | 3.955% | 121 | 100.0% | 4.12x | 24.2% | 24.2% |
Office/Retail | 2 | $5,510,863 | 0.7% | 235,008 | $104 | 4.890% | 119 | 94.5% | 1.48x | 59.4% | 54.7% |
Retail/Education | 1 | $2,663,214 | 0.3% | 129,294 | $104 | 4.890% | 119 | 89.1% | 1.48x | 59.4% | 54.7% |
Self Storage | 3 | $12,425,000 | 1.5% | 132,761 | $110 | 5.200% | 120 | 91.4% | 1.71x | 61.2% | 55.0% |
Total/Weighted Average | 112 | $839,904,551 | 100.0% | 4.903% | 117 | 91.1% | 1.91x | 58.9% | 54.5% |
Please see footnotes on page 10.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
7
UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
Geographic Distribution(1) | ||||||||
Weighted Averages | ||||||||
State/Location | Number of Mortgage Properties | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) |
California | 36 | $216,480,000 | 25.8% | 4.747% | 112 | 2.13x | 53.5% | 49.0% |
California - Northern(4) | 7 | $132,758,351 | 15.8% | 5.175% | 120 | 1.58x | 55.7% | 50.4% |
California - Southern(4) | 29 | $83,721,649 | 10.0% | 4.069% | 100 | 3.01x | 49.9% | 46.8% |
Texas | 11 | $110,175,608 | 13.1% | 5.105% | 119 | 1.77x | 63.4% | 59.5% |
Florida | 8 | $75,356,714 | 9.0% | 4.819% | 119 | 1.46x | 63.6% | 58.3% |
Nevada | 5 | $67,937,143 | 8.1% | 4.651% | 120 | 2.10x | 56.9% | 55.8% |
New York | 4 | $60,550,000 | 7.2% | 4.970% | 109 | 1.80x | 47.3% | 47.3% |
Other | 48 | $309,405,086 | 36.8% | 5.003% | 119 | 1.88x | 62.7% | 56.8% |
Total/Weighted Average | 112 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Distribution of Cut-off Date LTV Ratios(1)(2)(3) | ||||||||||
Weighted Averages | ||||||||||
Range of Cut-off Date LTV Ratios | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
24.2% | - | 40.0% | 2 | $33,000,000 | 3.9% | 2.700% | 73 | 5.78x | 29.4% | 29.4% |
40.1% | - | 50.0% | 3 | $58,600,000 | 7.0% | 4.834% | 108 | 1.78x | 48.3% | 48.3% |
50.1% | - | 55.0% | 3 | $85,750,000 | 10.2% | 4.724% | 120 | 1.91x | 50.9% | 50.9% |
55.1% | - | 60.0% | 10 | $261,180,000 | 31.1% | 4.790% | 119 | 1.80x | 58.1% | 53.9% |
60.1% | - | 65.0% | 12 | $246,793,188 | 29.4% | 5.247% | 120 | 1.79x | 62.9% | 57.5% |
65.1% | - | 70.0% | 10 | $120,542,100 | 14.4% | 5.151% | 120 | 1.49x | 67.9% | 60.3% |
70.1% | - | 73.5% | 3 | $34,039,264 | 4.1% | 5.106% | 119 | 1.46x | 71.8% | 61.1% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Distribution of Maturity Date or ARD LTV Ratios(1)(2)(3) | ||||||||||
Weighted Averages | ||||||||||
Range of LTV Ratios at Maturity or ARD | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
24.2% | - | 40.0% | 2 | $33,000,000 | 3.9% | 2.700% | 73 | 5.78x | 29.4% | 29.4% |
40.1% | - | 50.0% | 9 | $126,236,986 | 15.0% | 5.073% | 114 | 1.71x | 53.4% | 48.1% |
50.1% | - | 55.0% | 11 | $304,859,201 | 36.3% | 5.097% | 120 | 1.68x | 58.4% | 52.8% |
55.1% | - | 60.0% | 10 | $162,111,363 | 19.3% | 4.829% | 119 | 1.94x | 62.1% | 57.6% |
60.1% | - | 65.1% | 11 | $213,697,000 | 25.4% | 4.922% | 120 | 1.73x | 65.1% | 62.2% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Distribution of Underwritten NCF Debt Service Coverage Ratios(1)(2) | ||||||||||
Weighted Averages | ||||||||||
Range of Underwritten NCF Debt Service Coverage Ratios | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
1.25x | - | 1.35x | 7 | $83,681,363 | 10.0% | 5.040% | 119 | 1.33x | 65.2% | 59.1% |
1.36x | - | 1.45x | 8 | $102,613,000 | 12.2% | 5.082% | 120 | 1.41x | 60.5% | 54.8% |
1.46x | - | 1.55x | 5 | $120,980,000 | 14.4% | 5.349% | 120 | 1.50x | 60.7% | 53.5% |
1.56x | - | 1.65x | 4 | $71,300,000 | 8.5% | 5.048% | 110 | 1.62x | 61.2% | 53.8% |
1.66x | - | 1.75x | 3 | $73,986,986 | 8.8% | 5.593% | 120 | 1.70x | 63.2% | 52.4% |
1.76x | - | 1.85x | 4 | $147,696,201 | 17.6% | 4.986% | 119 | 1.79x | 58.9% | 57.3% |
1.86x | - | 2.05x | 1 | $5,000,000 | 0.6% | 5.063% | 120 | 2.01x | 59.5% | 49.0% |
2.06x | - | 2.30x | 6 | $133,547,000 | 15.9% | 4.552% | 120 | 2.21x | 57.4% | 57.0% |
2.31x | - | 6.31x | 5 | $101,100,000 | 12.0% | 3.803% | 103 | 3.49x | 47.3% | 46.6% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Please see footnotes on page 10.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
8
UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
Original Terms to Maturity or ARD | ||||||||
Weighted Averages | ||||||||
Original Terms to Maturity or ARD | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) |
60 | 2 | $36,000,000 | 4.3% | 3.215% | 58 | 4.87x | 35.0% | 35.0% |
120 | 39 | $784,604,551 | 93.4% | 4.988% | 119 | 1.75x | 60.2% | 55.6% |
121 | 2 | $19,300,000 | 2.3% | 4.614% | 121 | 2.52x | 50.4% | 46.6% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Distribution of Remaining Terms to Maturity or ARD | ||||||||||
Weighted Averages | ||||||||||
Range of Remaining Terms to Maturity or ARD | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
57 | - | 59 | 2 | $36,000,000 | 4.3% | 3.215% | 58 | 4.87x | 35.0% | 35.0% |
118 | - | 121 | 41 | $803,904,551 | 95.7% | 4.979% | 119 | 1.77x | 60.0% | 55.4% |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Distribution of Underwritten NOI Debt Yields(1)(2) | |||||||||||
Weighted Averages | |||||||||||
Range of Underwritten NOI Debt Yields | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | |||
7.0% | - | 8.0% | 2 | $41,550,000 | 4.9% | 5.078% | 120 | 1.41x | 52.7% | 52.7% | |
8.1% | - | 8.5% | 1 | $18,750,000 | 2.2% | 4.365% | 118 | 1.35x | 68.2% | 62.3% | |
8.6% | - | 9.0% | 3 | $85,100,000 | 10.1% | 4.885% | 112 | 1.59x | 52.3% | 50.7% | |
9.1% | - | 9.5% | 5 | $68,299,100 | 8.1% | 4.617% | 119 | 1.80x | 64.8% | 61.0% | |
9.6% | - | 10.0% | 6 | $121,489,264 | 14.5% | 5.211% | 120 | 1.60x | 63.8% | 59.6% | |
10.1% | - | 10.5% | 4 | $78,143,000 | 9.3% | 4.838% | 119 | 1.75x | 56.4% | 53.2% | |
10.6% | - | 11.0% | 4 | $71,200,000 | 8.5% | 4.754% | 119 | 1.86x | 58.5% | 56.3% | |
11.1% | - | 11.5% | 2 | $90,000,000 | 10.7% | 4.547% | 119 | 2.05x | 56.3% | 54.3% | |
11.6% | - | 12.0% | 3 | $65,700,000 | 7.8% | 5.034% | 120 | 1.89x | 62.0% | 56.4% | |
12.1% | - | 12.5% | 3 | $63,196,201 | 7.5% | 5.437% | 119 | 1.65x | 65.0% | 54.2% | |
12.6% | - | 13.0% | 2 | $31,240,000 | 3.7% | 5.271% | 120 | 1.82x | 66.4% | 58.6% | |
13.1% | - | 20.7% | 8 | $105,236,986 | 12.5% | 4.716% | 105 | 3.09x | 52.3% | 44.5% | |
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% | |||
Amortization Types | ||||||||||
Weighted Averages | ||||||||||
Amortization Type | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
Full IO | 13 | $359,347,000 | 42.8% | 4.727% | 118 | 2.01x | 55.9% | 55.9% | ||
Partial IO | 14 | $203,068,000 | 24.2% | 5.012% | 119 | 1.47x | 62.5% | 56.1% | ||
Amortizing | 13 | $202,389,551 | 24.1% | 5.467% | 120 | 1.65x | 64.8% | 53.5% | ||
Full IO, ARD | 2 | $46,000,000 | 5.5% | 3.273% | 85 | 4.48x | 40.8% | 40.8% | ||
Partial IO, ARD | 1 | $29,100,000 | 3.5% | 4.970% | 120 | 1.33x | 59.4% | 54.8% | ||
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Loan Purposes | ||||||||||
Weighted Averages | ||||||||||
Loan Purpose | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance(1) | Mortgage Rate | Stated Remaining Term (Mos.)(6) | U/W NCF DSCR(1)(2) | Cut-off Date LTV Ratio(1)(2)(3) | Maturity Date or ARD LTV Ratio(1)(2)(3) | ||
Refinance | 28 | $515,127,551 | 61.3% | 5.195% | 118 | 1.65x | 59.5% | 53.9% | ||
Acquisition | 13 | $255,777,000 | 30.5% | 4.465% | 113 | 2.34x | 58.0% | 55.0% | ||
Recapitalization | 2 | $69,000,000 | 8.2% | 4.348% | 118 | 2.22x | 58.2% | 57.1% | ||
Total/Weighted Average | 43 | $839,904,551 | 100.0% | 4.903% | 117 | 1.91x | 58.9% | 54.5% |
Please see footnotes on page 10.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
9
UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
(1) | All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total” due to rounding. |
(2) | With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, Balance per Unit/Room/Pad/NRA, LTV, DSCR and Debt Yield calculations in this Term Sheet include any relatedpari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, Balance per Unit/Room/Pad/NRA, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. |
(3) | With respect to the mortgage loan secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Midwest Hotel Portfolio, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the sum of the “As-Is” appraised values for the Hampton Inn Mount Vernon Mortgaged Property, Hampton Inn Anderson Mortgaged Property, Fairfield Inn Joplin Mortgaged Property, and Fairfield Inn Indianapolis South Mortgaged Property and the “As Complete” appraised values for the Hilton Garden Inn Joplin Mortgaged Property, Hampton Inn Joplin Mortgaged Property, Hampton Inn Marion Mortgaged Property, and Fairfield Inn St. Louis Collinsville Mortgaged Property. The “As Complete” appraised values are based on the assumption that the specific amount for property improvement plans (“PIP”) and capital improvements are held in escrow by the lender at origination. At origination, the lender escrowed $4,598,885 into a PIP reserve and the work for the escrowed PIP and capital improvements are either underway or expected to commence in 2018 and 2019. The “As-Is” appraised value for the Hilton Garden Inn Joplin Mortgaged Property, Hampton Inn Joplin Mortgaged Property, Hampton Inn Marion Mortgaged Property, and Fairfield Inn St. Louis Collinsville Mortgaged Property is $13,400,000, $12,800,000, $8,100,000, and $3,500,000, respectively. The Cut-off Date LTV and Maturity Date or ARD LTV based on the appraised value representing the sum of the “As-Is” appraised values for each of the Midwest Hotel Portfolio Mortgaged Properties of $73.6 million, are 67.9% and 57.1%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Chewy Fulfillment Center, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the alternate “Prospective Value Upon Stabilization” appraised value of $49,000,000, as of April 1, 2019, which assumes that outstanding landlord obligations for free rent, general contractor retainage payments, final billings, and remaining punch list work are fully funded and escrowed by the lender. At origination, landlord obligations of $2,822,812 were escrowed. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value of $45,000,000 for the Chewy Fulfillment Center Mortgaged Property are 64.7% and 59.6%, respectively. With respect to the whole loan secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Park Place at Florham Park, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the alternate market “As-Is” appraised value of $96,000,000 as of December 4, 2017, which assumes that outstanding landlord obligations for free rent, tenant improvements, and leasing commissions are fully funded and escrowed by the lender through a title company. At origination, landlord obligations of $5,044,401 were escrowed. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value of $91,200,000 for the Park Place at Florham Park Mortgaged Properties are 68.5% and 68.5%, respectively. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to the Preliminary Prospectus as Suntree Office Tower, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the alternate “As-Stabilized” appraised value of $14,900,000, as of January 1, 2019, which assumes that outstanding landlord obligations for forward starting rent, tenant improvements, and leasing commissions are fully funded and escrowed by the lender. At origination, landlord obligations of $358,116 were escrowed. The Cut-off Date LTV and Maturity Date or ARD LTV assuming the “As-Is” appraised value of $14,100,000 for the Suntree Office Tower Mortgaged Property are 73.8% and 65.8%, respectively. For additional information, see “Description of the Mortgage Pool—Mortgage Pool Characteristics – Appraised Value” in the Preliminary Prospectus and the footnotes to Annex A-1 in the Preliminary Prospectus. |
(4) | “California—Northern” includes zip codes above 93600, and “California—Southern” includes zip codes at or below 93600. |
(5) | With respect to the whole loan secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as AFIN Portfolio, loan proceeds were used to refinance existing debt of approximately $18.0 million encumbering the San Pedro Crossing Mortgaged Property and recapitalize the borrower sponsors recent acquisition of the remaining 11 AFIN Portfolio Mortgaged Properties. |
(6) | With respect to an ARD loan, refers to the term through the related anticipated repayment date. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
10
UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
Ten Largest Mortgage Loans | |||||||||
Mortgage Loan | Mortgage Loan Seller | City, State | Property Type | Cut-off Date Balance | % of Initial Outstanding Pool Balance | Cut-off Date Balance per Unit/Room/ Pad/NRA(1) | Cut-off Date LTV Ratio(1) | U/W NCF DSCR(1) | U/W NOI Debt Yield(1) |
Aspen Lake Office Portfolio | UBS AG | Austin, TX | Office | $65,000,000 | 7.7% | $170 | 61.8% | 1.79x | 9.8% |
AFIN Portfolio | SG; UBS AG | Various, Various | Retail | $60,000,000 | 7.1% | $87 | 56.5% | 2.34x | 11.1% |
Midwest Hotel Portfolio(2) | UBS AG | Various, Various | Hospitality | $50,000,000 | 6.0% | $75,988 | 64.7% | 1.71x | 13.3% |
City Square and Clay Street | LCF | Oakland, CA | Mixed Use | $45,000,000 | 5.4% | $366 | 49.7% | 1.76x | 8.9% |
ExchangeRight Net Leased Portfolio 20 | SG | Various, Various | Various | $38,457,000 | 4.6% | $164 | 61.5% | 2.16x | 9.4% |
The SoCal Portfolio | CCRE | Various, CA | Various | $37,580,000 | 4.5% | $104 | 59.4% | 1.48x | 10.2% |
22 West 38th Street | LCF | New York, NY | Office | $34,750,000 | 4.1% | $503 | 50.4% | 1.43x | 7.6% |
Radisson Oakland | LCF | Oakland, CA | Hospitality | $31,000,000 | 3.7% | $116,541 | 62.0% | 1.53x | 12.4% |
CrossPoint | CCRE | Lowell, MA | Office | $30,000,000 | 3.6% | $114 | 60.0% | 2.24x | 11.8% |
Norterra Apartments | CCRE | North Las Vegas, NV | Multifamily | $30,000,000 | 3.6% | $70,423 | 50.3% | 2.20x | 10.5% |
Total/Weighted Average | $421,787,000 | 50.2% | 58.0% | 1.87x | 10.5% |
(1) | With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV Ratio, U/W NCF DSCR, Debt Yield and Balance per Unit/Room/Pad/NRA calculations in this Term Sheet include any relatedpari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV Ratio, U/W NCF DSCR, Debt Yield and Balance per Unit/Room/Pad/NRA figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. |
(2) | With respect to the mortgage loan secured by the mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Midwest Hotel Portfolio, the Cut-off Date LTV, Maturity Date or ARD LTV, and appraised value are based on the sum of the “As-Is” appraised values for the Hampton Inn Mount Vernon Mortgaged Property, Hampton Inn Anderson Mortgaged Property, Fairfield Inn Joplin Mortgaged Property, and Fairfield Inn Indianapolis South Mortgaged Property and the “As Complete” appraised values for the Hilton Garden Inn Joplin Mortgaged Property, Hampton Inn Joplin Mortgaged Property, Hampton Inn Marion Mortgaged Property, and Fairfield Inn St. Louis Collinsville Mortgaged Property. The “As Complete” appraised values are based on the assumption that the specific amount for property improvement plans (“PIP”) and capital improvements are held in escrow by the lender at origination. At origination, the lender escrowed $4,598,885 into a PIP reserve and the work for the escrowed PIP and capital improvements are either underway or expected to commence in 2018 and 2019. The “As-Is” appraised value for the Hilton Garden Inn Joplin Mortgaged Property, Hampton Inn Joplin Mortgaged Property, Hampton Inn Marion Mortgaged Property, and Fairfield Inn St. Louis Collinsville Mortgaged Property is $13,400,000, $12,800,000, $8,100,000, and $3,500,000, respectively. The Cut-off Date LTV and Maturity Date or ARD LTV based on the appraised value representing the sum of the “As-Is” appraised values for each of the Midwest Hotel Portfolio Mortgaged Properties of $73.6 million, are 67.9% and 57.1%, respectively. |
Existing Mezzanine Debt Summary | ||||||||
Mortgage Loan | Mortgage Loan Cut-off Date Balance | Mezzanine Debt Cut-off Date Balance | Trust U/W NCF DSCR(1) | Total Debt U/W NCF DSCR(2) | Trust Cut-off Date LTV Ratio(1) | Total Debt Cut-off Date LTV Ratio(2) | Trust U/W NOI Debt Yield(1) | Total Debt U/W NOI Debt Yield(2) |
Aspen Lake Office Portfolio | $65,000,000 | $20,000,000 | 1.79x | 1.20x | 61.8% | 80.8% | 9.8% | 7.5% |
Park Place at Florham Park | $17,500,000 | $12,421,259 | 1.80x | 1.18x | 65.1% | 78.0% | 10.6% | 8.8% |
(1) | With respect to any mortgage loan that is part of a whole loan, the Trust U/W NCF DSCR, Trust Cut-off Date LTV Ratio and Trust U/W NOI Debt Yield include the relatedpari passucompanion loan(s) and exclude any related subordinate companion loan(s) and the related mezzanine loan(s). |
(2) | Total Debt U/W NCF DSCR, Total Debt Cut-off Date LTV Ratio and Total Debt U/W NOI Debt Yield calculations include any relatedpari passu companion loan(s), related subordinate companion loan(s) and/or related mezzanine loan(s). |
Subordinate Debt Summary | |||||||||
Mortgage Loan | Mortgage Loan Cut-off Date Balance | Pari Passu Companion Loan(s) Cut-off Date Balance | Subordinate Debt Cut-off Date Balance | Trust U/W NCF DSCR | Total Mortgage Debt U/W NCF DSCR(1) | Trust Cut-off Date LTV Ratio | Total Mortgage Debt Cut-off Date LTV Ratio(1) | Trust U/W NOI Debt Yield | Total Mortgage Debt U/W NOI Debt Yield(1) |
DreamWorks Campus | $25,000,000 | $67,000,000 | $108,000,000 | 6.31x | 2.07x | 31.0% | 67.3% | 14.8% | 6.8% |
(1) | Total Mortgage Debt U/W NCF DSCR, Total Mortgage Debt Cut-off Date LTV, Total Mortgage Debt U/W NOI Debt Yield calculations include any relatedpari passu companion loan(s), relate subordinate companion loan(s) and excludes related mezzanine loan(s), if any. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
11
UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
Pari Passu Companion Loan Summary | ||||||
Mortgage Loan | Note(s) | Original Balance | Holder of Note(1) | Lead Servicer for Whole Loan (Y/N) | Master Servicer Under Lead Securitization | Special Servicer Under Lead Securitization |
AFIN Portfolio(2) | A-2, A-7, A-11, A-12 | $60,000,000 | UBS 2018-C9 | No | Wells Fargo Bank, National Association | KeyBank Real Estate Capital |
A-3, A-4, A-9, A-14 | $60,000,000 | UBS 2017-C7 | Yes | |||
A-1, A-5, A-10, A-15 | $60,000,000 | UBS 2018-C8 | No | |||
A-6, A-8 (controlling) | $15,000,000 | SG | No | |||
A-13, A-16 | $15,000,000 | UBS AG | No | |||
City Square and Clay Street | A-1 (controlling), A-3 | $45,000,000 | UBS 2018-C9 | Yes | Midland Loan Services, a Division of PNC Bank, National Association | Rialto Capital Advisors LLC |
A-2, A-4 | $45,000,000 | UBS 2018-C8 | No | |||
The SoCal Portfolio | A-1-4 | $37,850,000 | UBS 2018-C9 | No | Midland Loan Services, a Division of PNC Bank, National Association | LNR Partners, LLC |
A-1-1 (controlling) | $50,000,000 | CGCMT 2018-B2(3) | Yes | |||
A-1-2, A-1-3 | $50,000,000 | Citi Real Estate Funding Inc. | No | |||
A-2-2 | $46,720,000 | Barclays Bank PLC | No | |||
A-2-1 | $45,000,000 | WFCM 2018-C43(3) | No | |||
CrossPoint(4) | A-4, A-8 | $30,000,000 | UBS 2018-C9 | No | Midland Loan Services, a Division of PNC Bank, National Association | Midland Loan Services, a Division of PNC Bank, National Association |
A-2, A-3, A-9 | $50,000,000 | UBS 2018-C8 | No | |||
A-1 (controlling), A-8, A-10 | $45,000,000 | CCRE | Yes | |||
A-5, A-6 | $25,000,000 | CGCMT 2018-B2(3) | No | |||
Eastmont Town Center | A-1 (controlling), A-2 | $30,000,000 | UBS 2018-C9 | Yes | Midland Loan Services, a Division of PNC Bank, National Association | Rialto Capital Advisors LLC |
A-3, A-4 | $16,900,000 | Rialto Mortgage Finance, LLC | No | |||
A-5, A-6 | $9,100,000 | UBS AG | No | |||
DreamWorks Campus | A-1 (controlling)(5) | $25,000,000 | UBS 2018-C9 | Yes | Midland Loan Services, a Division of PNC Bank, National Association | AEGON USA Realty Advisors, LLC |
A-2, A-3, A-4, A-5 | $67,000,000 | CCRE | No | |||
Park Place at Florham Park | A-3, A-4 | $17,500,000 | UBS 2018-C9 | No | Midland Loan Services, a Division of PNC Bank, National Association | Midland Loan Services, a Division of PNC Bank, National Association |
A-1 (controlling), A-2, A-5 | $45,000,000 | UBS 2018-C8 | Yes |
(1) | Identifies the expected holder as of the Closing Date. |
(2) | The AFIN Portfolio Whole Loan is expected to initially be serviced under the UBS 2018-C9 pooling and servicing agreement until the securitization of the related controllingpari passu Note A-8 (the “AFIN Portfolio Servicing Shift Securitization Date”), after which the AFIN Portfolio Whole Loan will be serviced under the pooling and servicing agreement related to the securitization of the related controllingpari passu Note A-8 (the “AFIN Portfolio Servicing Shift PSA”). The master servicer and special servicer under the AFIN Portfolio Servicing Shift PSA will be identified in a notice, report or statement to holders of the UBS 2018-C9 certificates after the securitization of the related controllingpari passu Note A-8. |
(3) | The CGCMT 2018-B2 securitization and the WFCM 2018-C43 securitization are expected to close on or about March 20, 2018 and March 27, 2018, respectively. |
(4) | The CrossPoint Whole Loan is expected to initially be serviced under the UBS 2018-C9 pooling and servicing agreement until the securitization of the related controllingpari passuNote A-1 (the “CrossPoint Servicing Shift Securitization Date”), after which the CrossPoint Whole Loan will be serviced under the pooling and servicing agreement related to the securitization of the related controllingpari passu Note A-1 (the “CrossPoint Servicing Shift PSA”). The master servicer and special servicer under the CrossPoint Servicing Shift PSA will be identified in a notice, report or statement to holders of the UBS 2018-C9 certificates after the securitization of the related controllingpari passu Note A-1. |
(5) | The related whole loan will be serviced pursuant to the indicated pooling and servicing agreement or trust and servicing agreement, as applicable. However, so long as no “control appraisal period” (or similar term) has occurred and is continuing, the holder of the related subordinate companion loan will be the controlling noteholder and will have the right to approve certain modifications and consent to certain actions taken with respect to the related whole loan. If a control appraisal period has occurred and is continuing, the holder of the note indicated as the “controlling” note will be the controlling noteholder. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
12
UBS 2018-C9
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS |
Previous Securitization History(1) | ||||||
Mortgage Loan | Mortgage Loan Seller | City, State | Property Type | Cut-off Date Balance | % of Initial Outstanding Pool Balance | Previous Securitization(s) |
Aspen Lake Office Portfolio | UBS AG | Austin, TX | Office | $65,000,000 | 7.70% | MSBAM 2014-C15 |
Midwest Hotel Portfolio | UBS AG | Various, Various | Hospitality | $50,000,000 | 6.00% | CSMC 2008-C1 |
City Square and Clay Street | LCF | Oakland, CA | Mixed Use | $45,000,000 | 5.40% | COMM 2014-CCRE14 |
Eastmont Town Center | UBS AG | Oakland, CA | Office | $30,000,000 | 3.60% | CGCMT 2015 GC-29; JPMBB 2015 C-32 |
Mira Loma Shopping Center | SG | Reno, NV | Retail | $11,300,000 | 1.30% | GSMS 2007-GG10 |
Suntree Office Tower | SG | Melbourne, FL | Office | $10,400,000 | 1.20% | BANC 2016-CRE1 |
Olde Lancaster Town Center | LCF | Pineville, NC | Mixed Use | $9,000,000 | 1.10% | CD 2007-CD5 |
California Industrial Portfolio - Carson Industrial | UBS AG | Carson, CA | Industrial | $8,830,000 | 1.10% | JPMCC 2002-CIB5; JPMCC 2005-CB13(2) |
Missoula Retail | UBS AG | Missoula, MT | Retail | $5,767,100 | 0.70% | JPMCC 2008-C2 |
Lynn Haven Cove | UBS AG | Lynn Haven, FL | Multifamily | $5,233,000 | 0.60% | JPMCC 2005-LDP1; MSC 2006-HQ8 |
Cobalt Storage - Edgewood | UBS AG | Edgewood, WA | Self Storage | $4,750,000 | 0.60% | BACM 2006-2 |
AFIN Portfolio - San Pedro Crossing | SG; UBS AG | San Antonio, TX | Retail | $4,477,143 | 0.50% | COMM 2013-LC6(3) |
(1) | Includes mortgage loans for which all or a portion of the previously existing debt was most recently securitized in one or more conduit securitizations, based on information provided by the related borrower or obtained through searches of a third-party database. The information has not otherwise been confirmed by the mortgage loan sellers. |
(2) | Part of the collateral for the California Industrial Portfolio Mortgage Loan. |
(3) | Part of the collateral for the AFIN Portfolio Mortgage Loan. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
13
13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
14
13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
15
13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
16
13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
Mortgage Loan Information | Property Information | |||||
Mortgage Loan Seller: | UBS AG | Single Asset/Portfolio: | Portfolio | |||
Original Balance: | $65,000,000 | Location: | Austin, TX 78750 | |||
Cut-off Date Balance: | $65,000,000 | General Property Type: | Office | |||
% of Initial Pool Balance: | 7.7% | Detailed Property Type: | Suburban | |||
Loan Purpose: | Refinance | Title Vesting: | Fee | |||
Borrower Sponsor: | Fortis Property Group, LLC | Year Built/Renovated: | Various/Various | |||
Mortgage Rate: | 5.2148% | Size: | 381,588 SF | |||
Note Date: | 3/2/2018 | Cut-off Date Balance per SF: | $170 | |||
First Payment Date: | 4/6/2018 | Maturity Date Balance per SF: | $170 | |||
Maturity Date: | 3/6/2028 | Property Manager:
| FPG Texas Management, LP (borrower-related)
| |||
Original Term to Maturity: | 120 months | |||||
Original Amortization Term: | 0 months | |||||
IO Period: | 120 months | |||||
Seasoning: | 0 months | |||||
Prepayment Provisions(1): | LO (24); DEF (92); O (4) | |||||
Lockbox/Cash Mgmt Status: | Hard/In Place | Underwriting and Financial Information | ||||
Additional Debt Type(2): | Mezzanine | UW NOI: | $6,386,820 | |||
Additional Debt Balance(2): | $20,000,000 | UW NOI Debt Yield: | 9.8% | |||
Future Debt Permitted (Type): | No (N/A) | UW NOI Debt Yield at Maturity: | 9.8% | |||
Reserves(3) | UW NCF DSCR: | 1.79x | ||||
Type | Initial | Monthly | Cap | Most Recent NOI: | $6,466,031 (9/30/2017 TTM) | |
RE Tax: | $513,302 | $171,101 | N/A | 2nd Most Recent NOI: | $6,157,301 (12/31/2016) | |
Insurance: | $0 | Springing | N/A | 3rd Most Recent NOI: | $6,208,594 (12/31/2015) | |
Replacements: | $0 | $6,360 | N/A | Most Recent Occupancy(4): | 86.7% (1/1/2018) | |
TI/LC: | $2,500,000 | Springing | $3,000,000 | 2nd Most Recent Occupancy: | 88.5% (9/30/2017) | |
Deferred Maintenance: | $181,469 | $0 | N/A | 3rd Most Recent Occupancy: | 92.1% (12/31/2016) | |
Landlord Obligations: | $1,881,964 | $0 | N/A | Appraised Value (as of): | $105,200,000 (1/4/2018) | |
Free Rent: | $12,904 | $0 | N/A | Cut-off Date LTV Ratio: | 61.8% | |
Tower Point Work: | $1,000,000 | $0 | N/A | Maturity Date LTV Ratio: | 61.8% |
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $65,000,000 | 76.5% | Loan Payoff: | $74,413,917 | 87.5% | |
Mezzanine Loans: | $20,000,000 | 23.5% | Reserves: | $6,089,639 | 7.2% | |
Closing Costs: | $1,452,889 | 1.7% | ||||
Return of Equity: | $3,043,556 | 3.6% | ||||
Total Sources: | $85,000,000 | 100.0% | Total Uses: | $85,000,000 | 100.0% |
(1) | See “Release of Individual Property” below for further discussion of release requirements. |
(2) | See “The Mortgage Loan” and“Mezzanine Loan and Preferred Equity”below for further discussion of additional debt. |
(3) | See “Escrows and Reserves” below for further discussion of reserve requirements. |
(4) | 59,845 SF (15.7% of the net rentable area) is subleased to three tenants at the Aspen Lake One Property (as defined below). See“Major Tenants”below for further discussion of tenancy. |
The Mortgage Loan. The largest mortgage loan (the “Aspen Lake Office Portfolio Mortgage Loan”) is evidenced by twopari passupromissory notes with an aggregate original principal balance of $65,000,000. The Aspen Lake Office Portfolio Mortgage Loan is secured by a first priority mortgage encumbering the Aspen Lake Office Portfolio Borrower’s (as defined below) fee interest in (i) a four-story Class A office building (the “Aspen Lake One Property”), (ii) a 10-story Class B office building (the “Tower of the Hills Property”) and (iii) a two-story Class B office (the “Tower Point Property”) located in Austin, Texas (collectively, the “Aspen Lake Office Portfolio Property”). The proceeds of the Aspen Lake Office Portfolio Mortgage Loan and a $20,000,000 mezzanine loan (the “Aspen Lake Office Portfolio Mezzanine Loan”) were used to refinance the Aspen Lake Office Portfolio Property, fund reserves, pay closing costs and return equity to the borrower sponsor.
The Borrowers and the Borrower Sponsor. The borrowers are FPG Aspen Lake Owner, LP, which holds the Aspen Lake One Property (the “Aspen Lake One Borrower”), and FPG TOH Owner, LP, which holds the Tower of the Hills and Tower Point Properties (the “TOH Borrower”), (collectively, the “Aspen Lake Office Portfolio Borrower”). Each Aspen Lake Office Portfolio Borrower is structured with a bankruptcy remote single purpose general partner, FPG Aspen Lake GP, LLC, a Delaware limited liability company and FPG TOH GP, LLC, a Delaware limited liability company, each with two independent directors. The Aspen Lake Office Portfolio Borrower is indirectly owned by Fortis Property Group, LLC (97.8%) and Lisiere LLC (2.2%). The guarantor and borrower sponsor of the Aspen Lake Office Portfolio Mortgage Loan is Fortis Property Group, LLC (“Fortis”). Fortis is a private US real estate investment, operating and development company. Founded in 2005 and headquartered in Brooklyn, New York, Fortis has acquired and/or developed over 8 million SF of property in excess of $3.0 billion throughout the United States, with an emphasis on the Northeast and Dallas, Texas markets. Fortis has been
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
17
13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
involved in prior deeds in lieu of foreclosure, discounted payoffs and foreclosure proceedings. See “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.
The Properties. The Aspen Lake Office Portfolio Property is comprised of the Aspen Lake One Property, the Tower of the Hills Property and the Tower Point Property. Situated on 16.6 acres, the improvements on the Aspen Lake One, the Tower of the Hills and the Tower Point Properties were built in 2008, 1986, and 1982, respectively, and renovations took place at the Tower of the Hills and Tower Point Properties in 2006. The Aspen Lake Office Portfolio Property offers 1,578 parking spaces (approximately 4.1 spaces per 1,000 SF) and is positioned along US Highway 183, a primary north/south route in Austin, approximately 15.9 miles from the Austin central business district. The Aspen Lake One Property totals 206,724 SF and is 100.0% leased by four tenants. The Tower of the Hills Property totals 155,677 SF and is 79.7% leased by 46 office and antenna tenants. The Tower Point Property totals 19,187 SF and is currently 100.0% vacant. In the event the TOH Borrower elects to construct certain amenities (such as, including, without limitation, conference rooms, breakout areas, coffee bar/café, prep kitchen/servery, game room/multi-purpose room, management/leasing office, restrooms and privacy booths) on the first floor of the Tower Point Property, the TOH Borrower and an affiliate of the TOH Borrower will enter into a master lease agreement for the first floor space of the Tower Point Property. Alternatively, the TOH Borrower can lease the Tower Point Property to tenants. The Aspen Lake Office Portfolio Borrower has budgeted a $1.5 million construction plan for such tenant amenity space and at loan origination, a Tower Point Work Reserve in the amount of $1.0 million was reserved for such construction. As of the January 1, 2018 rent roll, the Aspen Lake Office Portfolio Property was 86.7% leased by 50 tenants.
Major Tenants.
LDR Spine USA, Inc. (89,208 SF, 23.4% of NRA, 27.9% of underwritten base rent). LDR Spine USA, Inc. (“LDR Spine”) was founded in France in 2000 as a surgical technology developer for spine disorders. LDR Spine relocated its headquarters to the Aspen Lake One Property in 2011 and was strategically acquired by Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”) (NYSE: ZBH) in July 2016. Zimmer Biomet is a global leader in musculoskeletal healthcare, designing, manufacturing, and marketing orthopedic reconstructive products; spine, bone healing, craniomaxillofacial and thoracic products; dental implants; and sports medicine, biologics, extremities and trauma products. It operates in more than 25 countries and sells products in more than 100 countries. LDR Spine leases 89,208 SF through December 31, 2024 at a current underwritten base rent of $21.86 PSF. Following Zimmer Biomet’s acquisition, LDR Spine needed to downsize some of its space as a result of redundancy between the two companies. LDR Spine subleases 18,930 SF to Ping Identity Corporation and 5,091 SF to Waid Corporation, d/b/a Waid Environmental, each at a sublease rent of $15.00 PSF through its lease expiration. LDR Spine had a termination option that required notice on June 30, 2017 for all of its leased space, which it did not exercise.
Q2 Software, Inc. (67,078 SF, 17.6% of NRA, 20.6% of underwritten base rent). Founded in 2004, Q2 Software, Inc. (“Q2 Software”) is a leading provider of secure, cloud-based digital banking solutions headquartered at the Aspen Lake One Property. Q2 Software’s mobile app products and cloud-based services help attract, serve, and retain account holders from the consumer level all the way up to the corporate level, enabling customers, such as financial institutions, to securely communicate and transact. Q2 Software occupies 67,078 SF through April 30, 2021 at a current underwritten base rent of $21.50 PSF with annual rent steps of $0.50 PSF. According to the borrower sponsor, Q2 Software is not actively utilizing approximately 10,000 SF of its space for the time being as the company expands. Q2 Software has a termination option effective November 30, 2019 upon 12 months’ prior notice and a termination fee of $2,181,400, and one five-year renewal option. Additionally, Q2 Software occupies 100.0% of a non-collateral 129,000 SF build-to-suit office building, adjacent to the Aspen Lake One Property.
Informatica Corporation (35,824 SF, 9.4% of NRA, 10.8% of underwritten base rent). Informatica Corporation (“Informatica”) was founded in 1993 and provides enterprise cloud data management services and products. Informatica leases 35,824 SF at a current underwritten base rent rate of $21.00 PSF with annual rent steps of $0.50 PSF through its lease expiration date of February 28, 2021. Informatica subleases all of its space to Trans Union LLC (“TransUnion”), through February 28, 2021 at a sublease rental rate of $17.32 PSF, which steps to $21.50 PSF in September 2019. Founded in 1968, TransUnion provides risk and information solutions to over 30 countries, operating in three segments: U.S. Information Services (USIS), International, and Consumer Interactive. Its products include consumer reports, risk scores, credit monitoring, fraud protection, and financial management solutions. Upon expiration of its sublease, TransUnion will remain in occupancy under a direct lease that expires on February 28, 2025 with a rental rate of $27.50 PSF and annual rent steps of approximately 3.0%.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
18
13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
The following table presents certain information relating to the leases at the Aspen Lake Office Portfolio Property:
Tenant Summary(1) | ||||||||
Tenant Name | Individual Property | Credit Rating (Fitch/Moody’s/ S&P) | Tenant SF | Approximate % of SF | Annual UW Base Rent | % of Total Annual UW Base Rent | Annual UW Base Rent PSF(2) | Lease Expiration |
LDR Spine USA, Inc.(3) | Aspen Lake One | NR/NR/NR | 89,208 | 23.4% | $1,949,672 | 27.9% | $21.86 | 12/31/2024 |
Q2 Software, Inc.(4) | Aspen Lake One | NR/NR/NR | 67,078 | 17.6% | $1,442,177 | 20.6% | $21.50 | 4/30/2021 |
Informatica Corporation(5) | Aspen Lake One | NR/NR/NR | 35,824 | 9.4% | $752,304 | 10.8% | $21.00 | 2/28/2025 |
Regus | Aspen Lake One | NR/NR/NR | 14,614 | 3.8% | $275,655 | 3.9% | $18.86 | 10/31/2022 |
James Avery Craftsman, Inc. | Tower of the Hills | NR/NR/NR | 12,198 | 3.2% | $243,960 | 3.5% | $20.00 | 2/28/2022 |
Subtotal/Wtd. Avg. | 218,922 | 57.4% | $4,663,767 | 66.7% | $21.30 | |||
Remaining Tenants(6) | 111,949 | 29.3% | $2,325,853 | 33.3% | $20.78 | |||
Vacant Space | 50,717 | 13.3% | $0 | 0.0% | $0.00 | |||
Total/Wtd. Avg. | 381,588 | 100.0% | $6,989,620 | 100.0% | $21.12 |
(1) | Information is based on the underwritten rent roll. |
(2) | Wtd. Avg. Annual UW Base Rent PSF excludes vacant space. |
(3) | LDR Spine USA, Inc. subleases two spaces to Ping Identity Corporation (18,930 SF) and Waid Corporation, d/b/a Waid Environmental (5,091 SF), both at a sublease rental rate of $15.00 PSF through its lease expiration date of December 31, 2024. LDR Spine USA, Inc.’s prime lease rate of $21.86 PSF was underwritten. |
(4) | Q2 Software, Inc. has a one-time right to terminate effective as of November 30, 2019, upon notice no later than November 2018 and a termination payment of $2,181,400. |
(5) | Informatica Corporation subleases its entire space to TransUnion through February 2021 at a current sublease rental rate of $17.32 PSF, which steps to $21.50 PSF in September 2019. TransUnion has executed a direct lease with the Aspen Lake Office Portfolio Borrower that commences upon the expiration of the Informatica Corporation lease on March 1, 2021 and expires on February 28, 2025 at a rental rate of $27.50 PSF. Informatica Corporation’s prime lease rate of $21.00 PSF was underwritten. |
(6) | Includes 5,971 SF of space (1.6% of net rentable area) dedicated to the management office (UW Base Rent of $32,706), fitness center, community break room, community conference center and engineer office. |
The following table presents certain information relating to the lease rollover schedule at the Aspen Lake Office Portfolio Property:
Lease Rollover Schedule(1)(2) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling(3) | Total UW Base Rent Rolling | Approx. % of Total Rent Rolling | Approx. Cumulative % of Total Rent Rolling |
MTM(4) | 5 | 5,971 | 1.6% | 1.6% | $5.48 | $32,706 | 0.5% | 0.5% |
2018 | 13 | 30,894 | 8.1% | 9.7% | $19.19 | $592,867 | 8.5% | 9.0% |
2019 | 9 | 15,902 | 4.2% | 13.8% | $22.82 | $362,915 | 5.2% | 14.1% |
2020 | 12 | 29,519 | 7.7% | 21.6% | $21.10 | $622,935 | 8.9% | 23.1% |
2021 | 7 | 81,066 | 21.2% | 42.8% | $22.41 | $1,816,331 | 26.0% | 49.0% |
2022 | 5 | 36,888 | 9.7% | 52.5% | $19.89 | $733,585 | 10.5% | 59.5% |
2023 | 0 | 0 | 0.0% | 52.5% | $0.00 | $0 | 0.0% | 59.5% |
2024(5) | 2 | 91,260 | 23.9% | 76.4% | $21.87 | $1,996,170 | 28.6% | 88.1% |
2025(6) | 2 | 39,371 | 10.3% | 86.7% | $21.14 | $832,111 | 11.9% | 100.0% |
2026 | 0 | 0 | 0.0% | 86.7% | $0.00 | $0 | 0.0% | 100.0% |
2027 | 0 | 0 | 0.0% | 86.7% | $0.00 | $0 | 0.0% | 100.0% |
2028 | 0 | 0 | 0.0% | 86.7% | $0.00 | $0 | 0.0% | 100.0% |
2029 & Beyond | 0 | 0 | 0.0% | 86.7% | $0.00 | $0 | 0.0% | 100.0% |
Vacant | 0 | 50,717 | 13.3% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 55 | 381,588 | 100.0% | $21.12 | $6,989,620 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule. |
(3) | Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space. |
(4) | MTM Includes 5,971 SF of space (1.6% of net rentable area) dedicated to the management office (UW Base Rent of $32,706), fitness center, community break room, community conference center and engineer office. |
(5) | LDR Spine USA, Inc. subleases two spaces to Ping Identity Corporation (18,930 SF) and Waid Corporation, d/b/a Waid Environmental (5,091 SF), both at a sublease rental rate of $15.00 PSF through its lease expiration date of December 31, 2024. LDR Spine USA, Inc. prime lease rate of $21.86 PSF was underwritten. |
(6) | Informatica Corporation subleases its entire space to TransUnion through February 2021 at a current sublease rental rate of $17.32 PSF, which steps to $21.50 PSF in September 2019. TransUnion has executed a direct lease with the Aspen Lake Office Portfolio Borrower that commences upon the expiration of the Informatica Corporation lease on March 1, 2021 and expires on February 28, 2025 at a rental rate of $27.50 PSF. Informatica Corporation’s prime lease rate of $21.00 PSF was underwritten. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
The Market. The Aspen Lake Office Portfolio Property is located in Austin, Texas, within the Austin-Round Rock metropolitan statistical area (“Austin MSA”). Austin is the 11th largest city in the United States by population size. The compounded average growth rate of Austin MSA’s population between 2000 and 2018 is 3.0%, compared to Texas and United States which saw growth of 1.8% and 0.8%, respectively, over the same period.
According to a third party research report, the estimated 2018 population within a three- and five-mile radius of the Aspen Lake Office Portfolio Property is 102,610 and 216,773, respectively. The estimated 2018 average household income within a three- and five-mile radius of the Aspen Lake Office Portfolio Property is $110,950 and $123,206, respectively, compared to the average household income in Texas of $86,979.
Austin has a well-educated labor force, a high concentration of technology business, including Apple, Google and Samsung, a low cost of doing business compared to other high-tech centers, accessible transportation systems, a live music scene with more venues per capita than any other U.S. city and a relative low cost of living, all of which has attracted many young Americans, according to the appraisal. The strong population growth supports demographically driven consumer demand and the well-educated labor force attracts high value-added tech businesses. Recent office development in Austin, Texas include Apple’s newly completed 38-acre campus, which is located 6.3 miles southeast of the Aspen Lake Office Portfolio Property, and at over 1.1 million SF across six office buildings, is Apple’s largest campus outside of Silicon Valley, California.
Local access to the Aspen Lake Office Portfolio Property is provided by US Highway 183 and State Highway 45, which intersect 0.5 miles northwest of the Aspen Lake Office Portfolio Property. According to the appraisal, the local market area is in its growth phase of development. Retail in the local area is dominated by major retail centers, including Lakeline Mall (2.2 miles northwest), a 1.3 million SF super-regional shopping center anchored by Dillard’s, Macy’s, JC Penney and Sears, Parkline Mall (1.7 miles north), which is anchored by Home Depot, Kohl’s and Target, and Maconda Park (0.8 miles east), which is anchored by Walmart and Lowe’s. Office developments in the local area range from low- and mid-rise multiple-tenant occupancy properties, multi-building office parks, high-tech campuses and single-tenant buildings.
According to a third party market research report, the Aspen Lake Office Portfolio Property is located in the Far Northwest office submarket within the Austin office market. As of the third quarter of 2017, the Austin market had office supply of approximately 94.0 million SF throughout 4,112 buildings and experienced a vacancy rate of 8.5% with an average asking rental rate of $33.62 PSF. The Austin office market has seen positive net absorption every year for the last ten years, which has added 15.7 million SF of office space. As of the third quarter of 2017, the Far Northwest office submarket had office supply of approximately 4.8 million SF throughout 195 buildings and experienced overall vacancy rate of 12.2% with an average asking rental rate of $27.95 PSF.
The following table presents certain information relating to comparable office leases with respect to the Tower of the Hills Property:
Comparable Office Leases | |||||||
Property Name / Address | Year Built/ Renovated | Class | Net Rentable Area (SF) | Tenant Name | Initial Rent PSF ($) | Lease Size | Lease Term |
Tower of the Hills Property 13809 Research Boulevard Austin, TX | 1986/2006 | A | 155,677(1) | North Austin Counseling(1) | $22.50(1) | 4,305(1) | 5 yrs(1) |
Paloma Ridge 13620 FM 620 Austin, TX | 2016/N/A | A | 210,090 | Confidential | $21.00 | 26,911 | 5 yrs |
Riata Corporate Park 5 12357A Riata Trace Parkway Austin, TX | 1999/N/A | B | 93,501 | Confidential | $23.00 | 13,500 | 7 yrs |
Great Hills Plaza 9600 Great Hills Trail Austin, TX | 1985/N/A | B | 139,252 | Confidential | $19.00 | 4,196 | 4 yrs |
Lakeview Plaza 4516 Seton Center Parkway Austin, TX | 1998/N/A | A | 120,956 | Roth Staffing | $24.00 | 3,010 | 5 yrs |
Westech 360 8911 N. Capital of Texas Highway Austin, TX | 1986/N/A | B | 175,529 | Confidential | $19.00 | 7,001 | 5 yrs |
Total/Wtd. Avg.(2) | 739,328 | $20.89 | 12,299 | 5.1 yrs |
Source:Appraisal
(1) | Based on the underwritten rent roll. |
(2) | Total/Wtd. Avg. excludes the Tower of the Hills Property. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
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 Aspen Lake Office Portfolio Property:
Cash Flow Analysis | ||||||
2014 | 2015 | 2016 | 9/30/2017 TTM | UW | UW PSF | |
Gross Potential Rent(1) | $4,977,942 | $6,776,149 | $6,811,077 | $7,154,768 | $8,065,412 | $21.14 |
Total Recoveries | $3,398,293 | $4,575,497 | $4,347,463 | $4,467,154 | $5,137,868 | $13.46 |
Other Income | $114,188 | $15,346 | $81,981 | $82,806 | $86,750 | $0.23 |
Less Vacancy & Credit Loss | $0 | $0 | $0 | $0 | ($1,692,418) | ($4.44) |
Effective Gross Income | $8,490,423 | $11,366,992 | $11,240,521 | $11,704,728 | $11,597,612 | $30.39 |
Total Operating Expenses | $4,488,847 | $5,158,398 | $5,083,220 | $5,238,697 | $5,210,792 | $13.66 |
Net Operating Income | $4,001,576 | $6,208,594 | $6,157,301 | $6,466,031 | $6,386,820 | $16.74 |
Capital Expenditures | $0 | $0 | $0 | $0 | $76,318 | $0.20 |
TI/LC | $0 | $0 | $0 | $0 | $162,613 | $0.43 |
Net Cash Flow | $4,001,576 | $6,208,594 | $6,157,301 | $6,466,031 | $6,147,890 | $16.11 |
Occupancy %(2) | 92.5% | 97.5% | 92.1% | 88.5% | 87.2% | |
NOI DSCR(3) | 1.16x | 1.81x | 1.79x | 1.88x | 1.86x | |
NCF DSCR(3) | 1.16x | 1.81x | 1.79x | 1.88x | 1.79x | |
NOI Debt Yield(3) | 6.2% | 9.6% | 9.5% | 9.9% | 9.8% | |
NCF Debt Yield(3) | 6.2% | 9.6% | 9.5% | 9.9% | 9.5% |
(1) | UW Gross Potential Rent is based on the underwritten rent roll and includes (i) rent steps through May 2019 of $230,636 and (ii) vacancy gross up of $1,075,792. |
(2) | UW Occupancy % is based on economic vacancy of 12.8% and physical occupancy of 86.7%. |
(3) | Debt service coverage ratios and debt yields are based on the Aspen Lake Office Portfolio Mortgage Loan, excluding the Aspen Lake Office Portfolio Mezzanine Loan. |
Escrows and Reserves. The Aspen Lake Office Portfolio Borrower deposited in escrow at loan origination (i) $513,302 for real estate taxes, (ii) $181,469 for deferred maintenance, (iii) $2,500,000 into a rollover account, (iv) $1,000,000 for renovations at the Tower Point Property, (v) $1,881,964 for landlord obligations for tenant improvements and leasing commissions and (vi) $12,904 for free rent. The Aspen Lake Office Portfolio Borrower is required to escrow monthly (i) 1/12 of the annual estimated tax payments, (ii) 1/12 of the annual insurance premiums, (iii) $6,360 for capital expenditures and (iv) once the balance of the rollover account is less than $1,500,000, $39,749 for tenant improvements and leasing commissions, subject to a cap of $3,000,000 (the “Rollover Cap”),provided however, that if the balance of such rollover account is less than $1,500,000, the Aspen Lake Office Portfolio Borrower is required to resume such monthly rollover escrows until the escrowed amount equals the Rollover Cap. The requirement of the Aspen Lake Office Portfolio Borrower to escrow monthly insurance premiums is waived so long as the Aspen Lake Office Portfolio Properties are covered under a blanket insurance policy and evidence satisfactory to the lender is provided. Notwithstanding the above, if the Tower Point Work Reserve has not been released and the balance on deposit in the rollover account is less than $1,000,000, the Aspen Lake Office Portfolio Borrower is required to deposit, within one business day of the lender’s written notice, the difference between $1,000,000 and the amount on deposit in the rollover account.
Lockbox and Cash Management. A hard lockbox and cash management is in place with respect to the Aspen Lake Office Portfolio Mortgage Loan. Funds in the lockbox account are required to be swept to the cash management account on each business day, to be applied on each monthly payment date to fund the required reserves deposits as described above under “Escrows and Reserves,” to pay debt service on the Aspen Lake Office Portfolio Mortgage Loan, to pay operating and extraordinary expenses, to pay debt service on the Aspen Lake Office Portfolio Mezzanine Loan, and during the continuance of a Major Tenant Trigger Event (as defined below), to escrow monthly excess cash flow into a Major Tenant Rollover account, or during the continuance of a Cash Sweep Trigger Event (as described below) not caused by a Major Tenant Trigger Event, to sweep excess cash flow into an excess cash flow account.
A “Cash Sweep Trigger Event” will occur upon (i) an event of default, (ii) any bankruptcy action involving the Aspen Lake Office Portfolio Borrower, the guarantor, or the property manager, (iii) the debt service coverage ratio based on the Aspen Lake Office Portfolio Mortgage Loan falling below 1.10x, or (iv) a Major Tenant Trigger Event. A Cash Sweep Trigger Event will continue until, in regard to clause (i) or (iv) above, the cure of such event of default (or the waiver of such default) by the lender, in regard to clause (ii) above, the filing being discharged, stayed or dismissed within 90 days for the Aspen Lake Office Portfolio Borrower or the guarantor (or the guarantor has been replaced by a guarantor acceptable to the lender), or within 120 days for the property manager (or the manager has been replaced by a qualified manager), and the lender’s determination that such filing does not materially affect the monetary obligations of the Aspen Lake Office Portfolio Borrower, the guarantor, or the property manager, and in regard to clause (iii) above, the debt service coverage ratio is at least 1.20x for two consecutive quarters.
A “Major Tenant Trigger Event” will occur upon (i) a Major Tenant (as defined below) giving written notice of its intent to terminate, cancel, not extend or not renew its Major Tenant lease, and will continue until, (a) an acceptable Major Tenant lease extension, (b) one or more acceptable Major Tenant space re-tenanting events or (c) the unconditional revocation of all termination and cancellation notices, is accepted by the lender with respect to all or substantially all of such Major Tenant space, (ii) a Major Tenant not extending or renewing its Major Tenant lease on or prior to the then applicable expiration date under the Major Tenant lease, and will continue until, (a) an acceptable Major Tenant lease extension, (b) one or more acceptable Major Tenant space re-tenanting events or (c) an acceptable new lease scheduled to generate annual rents that are not less than rental rates comparable to existing local market rates for properties similar to the Aspen Lake Office Portfolio Property, is accepted by the lender with respect to all or substantially all of such Major Tenant space, (iii) a Major Tenant failing to give notice of its extension or renewal on or prior to the date required under its Major Tenant lease, and will continue until, (a) an acceptable Major Tenant lease extension, (b) one or more acceptable Major Tenant space re-tenanting events or (c) an acceptable new lease scheduled to generate annual rents that are not less than rental rates comparable to existing local market rates for properties similar to the Aspen Lake Office Portfolio Property, is accepted by the lender with respect to all or substantially all of such Major Tenant space, (iv) a monetary or material non-monetary event of default under a Major Tenant lease beyond any applicable notice and cure period, and will continue until the applicable event of default
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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13785, 13805 and 13809 Research Boulevard Austin, TX 78750 | Collateral Asset Summary – Loan No. 1 Aspen Lake Office Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $65,000,000 61.8% 1.79x 9.8% |
has been cured, (v) a Major Tenant or lease guarantor of the Major Tenant’s lease becoming insolvent or a debtor in any bankruptcy action, and will continue until the Major Tenant’s lease is unconditionally affirmed in the applicable bankruptcy and the Major Tenant is paying full unabated rent or, if applicable, the guarantor bankruptcy has been discharged or dismissed, (vi) a Major Tenant’s lease being terminated, and will continue until one or more acceptable Major Tenant space re-tenanting events with respect to all or substantially all of such Major Tenant space or (vii) a Major Tenant “going dark,” vacating, ceasing to occupy or discontinuing its operations at the space demised under the Major Tenant lease, and will continue until (a) the applicable Major Tenant re-opens for business or (b) one or more acceptable Major Tenant space re-tenanting events with respect to all or substantially all of such Major Tenant space.
A “Major Tenant” means (i) LDR Spine, (ii) Q2 Software or (iii) any tenant which, either individually or when taken together with any other lease with the same tenant or an affiliate of such tenant, comprises 20% or more of either (a) the total rentable SF at the Aspen Lake Office Portfolio Property or (b) the total in-place base rent at the Aspen Lake Office Portfolio Property.
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity.The Aspen Lake Office Portfolio Mezzanine Loan is secured by the equity in the Aspen Lake Office Portfolio Borrowers and their general partners. The Aspen Lake Office Portfolio Mezzanine Loan has an original principal balance $20,000,000, accrues interest at a rate of 8.2500%per annum, is interest-only for the 120-month term and is coterminous with the Aspen Lake Office Portfolio Mortgage Loan. Including the Aspen Lake Office Portfolio Mortgage Loan and the Aspen Lake Office Portfolio Mezzanine Loan, the cumulative Cut-off Date LTV Ratio, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 80.8%, 1.20x and 7.5%, respectively. The Aspen Lake Office Portfolio Mortgage Loan lender and Aspen Lake Office Portfolio Mezzanine Loan lender have entered into an intercreditor agreement.
Release of Individual Property. The Aspen Lake Office Portfolio Borrower may defease a portion of the Aspen Lake Office Portfolio Mortgage Loan and release an individual property at any time on or after April 6, 2020,provided that, among other things: (a) no event of default has occurred and is continuing; (b) the Aspen Lake Office Portfolio Borrower provides 30 days’ prior notice; (c) the Aspen Lake Office Portfolio Borrower defeases a portion of the Aspen Lake Office Portfolio Mortgage Loan equal to 120% of the outstanding allocated loan amount of the individual property being released; (d) the debt service coverage ratio, based on the outstanding balance of the Aspen Lake Office Portfolio Mortgage Loan and the Aspen Lake Office Portfolio Mezzanine Loan, for the remaining Individual Properties following the release based on the trailing 12 months is no less than the greater of the debt service coverage ratio immediately preceding such release (including the release property) and 1.10x; (e) the loan-to-value ratio, based on the outstanding balance of the Aspen Lake Office Portfolio Mortgage Loan and the Aspen Lake Office Portfolio Mezzanine Loan, for the remaining Individual Properties is no greater than the lesser of the loan-to-value ratio immediately preceding such release (including the release property) and 80.0%; (f) the net cash flow debt yield, based on the outstanding balance of the Aspen Lake Office Portfolio Mortgage Loan and the Aspen Lake Office Portfolio Mezzanine Loan, for the remaining Individual Properties is no less than the greater of the net cash flow debt yield immediately preceding such release (including the release property) and 6.5%; (g) to the extent an affiliate master lease is then in place, the individual property being released in not the Tower of the Hills or Tower Point Property; and (h) if the release property is the Tower of the Hills Property, the Aspen Lake Office Portfolio Borrower is required to deliver additional evidence, such as that the Tower of the Hills Property and the Tower Point Property have been legally subdivided, constitute separate tax lots, written evidence that no portion of the Tower of the Hills Property is required for the operation of the Tower Point Property, date down endorsement to the lender’s title policy, and other requirements set forth in the Aspen Lake Office Portfolio Mortgage Loan documents. The Tower Point Property cannot be subject to a partial release, unless it is being released with the Tower of the Hills Property (subject to the above conditions). See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.
Terrorism Insurance. The Aspen Lake Office Portfolio Borrower is required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the Aspen Lake Office Portfolio Mortgage Loan documents.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller(1): | Société Générale; UBS AG | Single Asset/Portfolio: | Portfolio | ||||
Original Balance(2): | $60,000,000 | Location: | Various | ||||
Cut-off Date Balance(2): | $60,000,000 | General Property Type: | Retail | ||||
% of Initial Pool Balance: | 7.1% | Detailed Property Type: | Anchored | ||||
Loan Purpose(3): | Recapitalization | Title Vesting: | Fee | ||||
Borrower Sponsor: | American Finance Operating Partnership, L.P. | Year Built/Renovated: | Various | ||||
Size: | 2,418,910 SF | ||||||
Mortgage Rate: | 4.1910% | Cut-off Date Balance per SF(2): | $87 | ||||
Note Date: | 12/8/2017 | Maturity Date Balance per SF(2): | $87 | ||||
First Payment Date: | 2/1/2018 | Property Manager: | American Finance Properties, LLC | ||||
Maturity Date: | 1/1/2028 | ||||||
Original Term to Maturity: | 120 months | ||||||
Original Amortization Term: | 0 months | ||||||
IO Period: | 120 months | ||||||
Seasoning: | 2 months | ||||||
Prepayment Provisions(4): | LO (11); YM1 (107); O (2) | Underwriting and Financial Information | |||||
Lockbox/Cash Mgmt Status: | Hard/Springing | UW NOI: | $23,341,476 | ||||
Additional Debt Type(2): | Pari Passu | UW NOI Debt Yield(2): | 11.1% | ||||
Additional Debt Balance(2): | $150,000,000 | UW NOI Debt Yield at Maturity(2): | 11.1% | ||||
Future Debt Permitted (Type): | No (N/A) | UW NCF DSCR(2): | 2.34x | ||||
Reserves(5) | Most Recent NOI: | $26,006,908 (9/30/2017 TTM) | |||||
Type | Initial | Monthly | Cap | 2nd Most Recent NOI: | $27,004,951 (12/31/2016) | ||
RE Tax: | $832,502 | $355,956 | N/A | 3rd Most Recent NOI: | N/A | ||
Insurance: | $203,509 | $43,761 | N/A | Most Recent Occupancy: | 90.3% (11/28/2017) | ||
Replacements: | $0 | Springing | N/A | 2nd Most Recent Occupancy: | 97.6% (12/31/2016) | ||
Deferred Maintenance: | $101,926 | $0 | N/A | 3rd Most Recent Occupancy: | N/A | ||
TI/LC: | $798,196 | Springing | N/A | Appraised Value (as of): | $371,735,000 (Various) | ||
Environmental: | $9,827 | $0 | N/A | Cut-off Date LTV Ratio(2): | 56.5% | ||
Free Rent: | $154,430 | $0 | N/A | Maturity Date LTV Ratio(2): | 56.5% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount(2): | $210,000,000 | 100.0% | Loan Payoff(3): | $17,985,000 | 8.6% | |
Reserves: | $2,100,391 | 1.0% | ||||
Closing Costs: | $4,431,142 | 2.1% | ||||
Return of Equity: | $185,483,468 | 88.3% | ||||
Total Sources: | $210,000,000 | 100.0% | Total Uses: | $210,000,000 | 100.0% |
(1) | The AFIN Portfolio Whole Loan was co-originated by Société Générale and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”). |
(2) | The AFIN Portfolio Mortgage Loan (as defined below) is part of the AFIN Portfolio Whole Loan, which is comprised of sixteenpari passusenior promissory notes with an aggregate principal balance of $210,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the AFIN Portfolio Whole Loan. |
(3) | Loan proceeds were used to refinance existing debt of approximately $18.0 million encumbering the San Pedro Crossing Property and recapitalize the borrower sponsor’s recent acquisition of the remaining 11 AFIN Portfolio Properties. |
(4) | Prior to the open prepayment date occurring in December 2027, the AFIN Portfolio Whole Loan can be prepaid with yield maintenance after the lockout date. Partial release is permitted. See “Release of Property” below for further discussion of release requirements. |
(5) | See “Escrows and Reserves” below for further discussion of reserve requirements. |
The Mortgage Loan. The second largest mortgage loan (the “AFIN Portfolio Mortgage Loan”) is part of a whole loan (the “AFIN Portfolio Whole Loan”) evidenced by sixteenpari passu promissory notes with an aggregate original principal balance of $210,000,000. The AFIN Portfolio Whole Loan is secured by a first priority fee mortgage encumbering a 2,418,910 SF, 12-property portfolio of anchored retail properties located in North Carolina (three properties), Florida (two properties), Nevada (two properties), Kentucky (one property), Ohio (one property), Oklahoma (one property), Texas (one property) and South Carolina (one property) (collectively, the “AFIN Portfolio Properties”). The AFIN Portfolio Whole Loan was co-originated by Société Générale and UBS AG. The non-controlling Promissory Notes A-2, A-7, A-11 and A-12, with an aggregate original principal balance of $60,000,000, collectively represent the AFIN Portfolio Mortgage Loan and will be included in the UBS 2018-C9 Trust. The AFIN Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2017-C7 Trust until the controllingpari passu Promissory Note A-8 is securitized, whereupon the AFIN Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for such future securitization. The below table summarizes the remaining promissory notes, which were either previously securitized or are currently held by Société Générale and UBS AG and are expected to be contributed to one or more future securitization transactions or may be otherwise transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”in the Preliminary Prospectus.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
26
Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
AFIN Portfolio Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Anticipated Note Holder | Controlling Piece |
Note A-1 | $25,000,000 | $25,000,000 | UBS 2018-C8 | No |
Note A-2 | $25,000,000 | $25,000,000 | UBS 2018-C9 | No |
Note A-3 | $20,000,000 | $20,000,000 | UBS 2017-C7 | No |
Note A-4 | $12,000,000 | $12,000,000 | UBS 2017-C7 | No |
Note A-5 | $10,000,000 | $10,000,000 | UBS 2018-C8 | No |
Note A-6 | $10,000,000 | $10,000,000 | Société Générale | No |
Note A-7 | $5,000,000 | $5,000,000 | UBS 2018-C9 | No |
Note A-8 | $5,000,000 | $5,000,000 | Société Générale | Yes |
Note A-9 | $20,000,000 | $20,000,000 | UBS 2017-C7 | No |
Note A-10 | $20,000,000 | $20,000,000 | UBS 2018-C8 | No |
Note A-11 | $15,000,000 | $15,000,000 | UBS 2018-C9 | No |
Note A-12 | $15,000,000 | $15,000,000 | UBS 2018-C9 | No |
Note A-13 | $10,000,000 | $10,000,000 | UBS AG | No |
Note A-14 | $8,000,000 | $8,000,000 | UBS 2017-C7 | No |
Note A-15 | $5,000,000 | $5,000,000 | UBS 2018-C8 | No |
Note A-16 | $5,000,000 | $5,000,000 | UBS AG | No |
Total | $210,000,000 | $210,000,000 |
The proceeds of the AFIN Portfolio Whole Loan were used to refinance existing debt of approximately $18.0 million encumbering the San Pedro Crossing Property, recapitalize the borrower sponsor’s investment in the remaining 11 AFIN Portfolio Properties, fund reserves, and pay closing costs.
The Borrowers and the Borrower Sponsor. The borrowers are ARC CPOKCOK001, LLC; ARC SMWMBFL001, LLC; ARC CPFAYNC001, LLC; ARC SPSANTX001, LLC; ARC JCLOUKY001, LLC; ARC NPHUBOH001, LLC; ARC ASANDSC001, LLC; ARC NLLKLFL001, LLC; ARC RBASHNC001, LLC; ARC MCLVSNV001, LLC; ARC BBLVSNV001, LLC; and ARC RGCHRNC001, LLC (collectively, the “AFIN Portfolio Borrowers”), all single-purpose Delaware limited liability companies structured to be bankruptcy remote with two independent directors. The AFIN Portfolio Borrowers are 100.0% owned by the borrower sponsor and nonrecourse carve-out guarantor, American Finance Operating Partnership, L.P. (the “Guarantor”).
American Finance Trust, Inc. (“AFIN”) is a public non-traded real estate investment trust that acquires and manages a diversified portfolio of commercial properties, which are net leased primarily to investment grade and national tenants, as well as a portfolio of stabilized core retail properties consisting primarily of power centers and lifestyle centers. As of the second quarter 2017, the borrower sponsor had a portfolio of 516 properties totaling approximately 19.2 million square feet. AFIN is externally managed by AR Global Investments, LLC, which has raised and invested over $30.0 billion in capital, served over 150,000 shareholders, and grown to one of the largest external managers of direct investment programs in the United States. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.
The Properties.The following table describes each property comprising the AFIN Portfolio Properties by descending Allocated Whole Loan Cut-off Date Balance.
Portfolio Summary | |||||||||
Property Name | Location | Year Built/ Renovated | Net Rentable Area (SF)(1) | UW NCF | % of UW NCF | Allocated Whole Loan Cut-off Date Balance(2) | % of Whole Loan Cut-off Date Balance | Appraised Value | Allocated Cut-off Date LTV Ratio(2) |
Montecito Crossing | Las Vegas, NV | 2005/N/A | 179,721 | $3,101,756 | 14.9% | $33,040,000 | 15.7% | $52,450,000 | 63.0% |
Jefferson Commons | Louisville, KY | 2014/N/A | 205,918 | $2,424,762 | 11.6% | $24,440,000 | 11.6% | $38,800,000 | 63.0% |
Best on the Boulevard | Las Vegas, NV | 1996/2000 | 204,568 | $2,260,490 | 10.8% | $24,350,000 | 11.6% | $38,650,000 | 63.0% |
Northpark Center | Huber Heights, OH | 1994/2017 | 318,330 | $2,394,795 | 11.5% | $20,350,000 | 9.7% | $36,330,000 | 56.0% |
Anderson Station | Anderson, SC | 2001/N/A | 244,171 | $1,864,006 | 8.9% | $15,860,000 | 7.6% | $28,000,000 | 56.6% |
Cross Pointe Center | Fayetteville, NC | 1986/2003 | 226,089 | $1,686,633 | 8.1% | $15,730,000 | 7.5% | $27,675,000 | 56.8% |
San Pedro Crossing | San Antonio, TX | 1995-1999/N/A | 207,121 | $1,398,161 | 6.7% | $15,670,000 | 7.5% | $39,800,000 | 39.4% |
Riverbend Marketplace | Asheville, NC | 2004/N/A | 142,617 | $1,237,445 | 5.9% | $14,120,000 | 6.7% | $22,580,000 | 62.5% |
Shops at RiverGate South | Charlotte, NC | 2014/N/A | 140,697 | $1,081,973 | 5.2% | $14,090,000 | 6.7% | $25,000,000 | 56.4% |
Centennial Plaza | Oklahoma City, OK | 1992-1994/N/A | 233,797 | $1,209,463 | 5.8% | $13,360,000 | 6.4% | $25,600,000 | 52.2% |
Shoppes of West Melbourne | West Melbourne, FL | 1984/N/A | 144,484 | $1,529,708 | 7.3% | $12,480,000 | 5.9% | $21,900,000 | 57.0% |
North Lakeland Plaza | Lakeland, FL | 1986/N/A | 171,397 | $649,325 | 3.1% | $6,510,000 | 3.1% | $14,950,000 | 43.5% |
Total/Wtd. Avg. | 2,418,910 | $20,838,518 | 100.0% | $210,000,000 | 100.0% | $371,735,000 | 56.5% |
(1) | Information is based on the underwritten rent roll. |
(2) | Based on the AFIN Portfolio Whole Loan allocated loan amounts. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
27
Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
The AFIN Portfolio Properties benefit from nine distinct retailers (23.8% of underwritten base rent), representing investment grade tenants, including Kohl’s (rated BBB/Baa2/BBB- by Fitch/Moody’s/S&P), Best Buy (rated BBB-/Baa1/BBB- by Fitch/Moody’s/S&P), The Home Depot (rated A/A2/A by Fitch/Moody’s/S&P), Bed Bath & Beyond (rated NR/Baa1/BBB by Fitch/Moody’s/S&P), Ross Dress For Less (rated NR/A3/A- by Fitch/Moody’s/S&P), The TJX Companies, Inc. (parent company of TJ Maxx and Marshalls, rated NR/A2/A+ by Fitch/Moody’s/S&P), and Gap, Inc. (parent company of Old Navy, rated BB+/Baa2/BB+ by Fitch/Moody’s/S&P), among others.
The AFIN Portfolio Properties have a weighted average tenant tenure of 14.4 years and a weighted average remaining lease term of 5.7 years. Additionally, 59.1% of tenants by NRA have been in occupancy for more than 11 years.
The following table presents certain information relating the tenants at the AFIN Portfolio Properties:
Tenant Summary(1) | ||||||||
Tenant Name | Portfolio Locations | Credit Rating (Fitch/Moody’s/S&P)(2) | Tenant SF | Approximate % of SF | Annual UW Base Rent(3) | % of Total Annual UW Base Rent | Annual UW Base Rent PSF(3) | Lease Expiration |
Kohl’s | 2 | BBB/Baa2/BBB- | 169,139 | 7.0% | $1,353,380 | 5.0% | $8.00 | Various |
Best Buy | 3 | BBB-/Baa1/BBB- | 155,347 | 6.4% | $1,529,407 | 5.6% | $9.85 | Various |
Home Depot | 1 | A/A2/A | 102,962 | 4.3% | $854,585 | 3.1% | $8.30 | 1/31/2019 |
Elder Beerman | 1 | NR/NR/NR | 101,840 | 4.2% | $407,360 | 1.5% | $4.00 | 10/31/2019 |
Bealls | 1 | NR/NR/NR | 84,146 | 3.5% | $483,839 | 1.8% | $5.75 | 4/30/2020 |
Bed Bath & Beyond | 3 | NR/Baa2/BBB | 77,986 | 3.2% | $770,152 | 2.8% | $9.88 | Various |
Academy Sports + Outdoors | 1 | NR/B3/NR | 71,914 | 3.0% | $701,162 | 2.6% | $9.75 | 2/28/2030 |
PetSmart | 3 | NR/B1/NR | 66,351 | 2.7% | $899,498 | 3.3% | $13.56 | Various |
Ross Dress For Less | 2 | NR/A3/A- | 62,034 | 2.6% | $707,021 | 2.6% | $11.40 | Various |
Toys R Us(4) | 1 | NR/NR/NR | 60,687 | 2.5% | $0 | 0.0% | $0.00 | 1/31/2021 |
Office Depot | 3 | NR/B1/B | 57,262 | 2.4% | $589,295 | 2.2% | $10.29 | Various |
Shoe Carnival | 4 | NR/NR/NR | 56,287 | 2.3% | $730,967 | 2.7% | $12.99 | Various |
Hobby Lobby | 1 | NR/NR/NR | 55,000 | 2.3% | $426,240 | 1.6% | $7.75 | 8/31/2019 |
Jo-Ann Fabric | 2 | NR/B1/B | 54,859 | 2.3% | $566,586 | 2.1% | $10.33 | Various |
Party City | 3 | NR/NR/NR | 52,427 | 2.2% | $616,513 | 2.3% | $11.76 | Various |
HomeGoods | 2 | NR/A2/A+ | 49,000 | 2.0% | $370,894 | 1.4% | $7.57 | Various |
Seafood City Supermarket | 1 | NR/NR/NR | 42,618 | 1.8% | $500,369 | 1.8% | $11.74 | 2/28/2022 |
Barnes & Noble | 1 | NR/NR/NR | 35,475 | 1.5% | $645,000 | 2.4% | $18.18 | 2/28/2021 |
Michaels | 2 | NR/NR/NR | 34,502 | 1.4% | $412,785 | 1.5% | $11.96 | Various |
ULTA Beauty | 3 | NR/NR/NR | 30,415 | 1.3% | $595,426 | 2.2% | $19.58 | Various |
Pier 1 Imports | 3 | NR/NR/B | 30,300 | 1.3% | $533,550 | 2.0% | $17.61 | Various |
TJ Maxx | 1 | NR/A2/A+ | 30,000 | 1.2% | $330,000 | 1.2% | $11.00 | 10/31/2026 |
Marshalls | 1 | NR/A2/A+ | 29,500 | 1.2% | $309,750 | 1.1% | $10.50 | 5/31/2026 |
Aldi | 1 | NR/NR/NR | 24,067 | 1.0% | $264,737 | 1.0% | $11.00 | 5/31/2028 |
The Container Store | 1 | NR/NR/NR | 22,817 | 0.9% | $607,389 | 2.2% | $26.62 | 1/31/2023 |
Liquor Barn | 1 | NR/NR/NR | 22,000 | 0.9% | $302,500 | 1.1% | $13.75 | 5/31/2025 |
Dollar Tree | 2 | NR/Ba1/BB+ | 21,563 | 0.9% | $192,530 | 0.7% | $8.93 | Various |
Old Navy | 1 | BB+/Baa2/BB+ | 20,000 | 0.8% | $260,000 | 1.0% | $13.00 | 1/31/2022 |
Five Below | 2 | NR/NR/NR | 15,815 | 0.7% | $243,364 | 0.9% | $15.39 | Various |
Guitar Center | 1 | NR/NR/NR | 15,200 | 0.6% | $149,720 | 0.6% | $9.85 | 10/31/2025 |
Kirkland’s | 2 | NR/NR/NR | 13,661 | 0.6% | $227,784 | 0.8% | $16.67 | Various |
Cavender’s Boot City | 1 | NR/NR/NR | 13,548 | 0.6% | $270,960 | 1.0% | $20.00 | 6/30/2022 |
Big 5 Sports | 1 | NR/NR/NR | 10,080 | 0.4% | $157,308 | 0.6% | $15.61 | 1/31/2021 |
Tuesday Morning | 1 | NR/NR/NR | 10,000 | 0.4% | $115,000 | 0.4% | $11.50 | 7/31/2021 |
Subtotal/Wtd. Avg. | 59 | 1,698,802 | 70.2% | $17,125,071 | 62.9% | $10.45 | ||
Remaining Tenants | 145 | 484,411 | 20.0% | $10,096,411 | 37.1% | $20.84 | ||
Vacant Space | 0 | 235,697 | 9.7% | $0 | 0.0% | $0.00 | ||
Total/Wtd. Avg. | 204 | 2,418,910 | 100.0% | $27,221,482 | 100.0% | $12.83 |
(1) | Information is based on the underwritten rent roll. |
(2) | Ratings provided are for the parent company of the entity listed in the Tenant Name field whether or not the parent company guarantees the lease. |
(3) | Annual UW Base Rent and Annual UW Base Rent PSF exclude vacant space and Toys R Us, which was underwritten as vacant. |
(4) | Toys R Us was underwritten as vacant; however, it is currently in occupancy and paying annual base rent of $910,305. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
28
Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
The following table presents certain information relating to the lease rollover schedule at the AFIN Portfolio Properties:
Lease Rollover Schedule(1)(2) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling(3) | Total UW Base Rent Rolling | Approx. % of Total Rent Rolling | Approx. Cumulative % of Total Rent Rolling |
MTM | 3 | 1,200 | 0.0% | 0.0% | $13.00 | $15,600 | 0.1% | 0.1% |
2017 | 1 | 6,450 | 0.3% | 0.3% | $17.05 | $110,000 | 0.4% | 0.5% |
2018 | 12 | 30,119 | 1.2% | 1.6% | $23.72 | $714,319 | 2.6% | 3.1% |
2019 | 37 | 385,633 | 15.9% | 17.5% | $10.43 | $4,021,681 | 14.8% | 17.9% |
2020 | 40 | 305,740 | 12.6% | 30.1% | $11.70 | $3,575,705 | 13.1% | 31.0% |
2021 | 24 | 304,056 | 12.6% | 42.7% | $16.52 | $4,020,214 | 14.8% | 45.8% |
2022 | 20 | 209,122 | 8.6% | 51.4% | $13.25 | $2,770,175 | 10.2% | 55.9% |
2023 | 15 | 147,255 | 6.1% | 57.4% | $15.59 | $2,295,977 | 8.4% | 64.4% |
2024 | 10 | 107,970 | 4.5% | 61.9% | $13.97 | $1,508,345 | 5.5% | 69.9% |
2025 | 22 | 375,206 | 15.5% | 77.4% | $13.66 | $5,126,583 | 18.8% | 88.7% |
2026 | 5 | 80,723 | 3.3% | 80.8% | $13.24 | $1,068,564 | 3.9% | 92.7% |
2027 | 3 | 13,563 | 0.6% | 81.3% | $28.03 | $380,233 | 1.4% | 94.1% |
2028 & Beyond | 12 | 216,176 | 8.9% | 90.3% | $7.47 | $1,614,086 | 5.9% | 100.0% |
Vacant | 0 | 235,697 | 9.7% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 204 | 2,418,910 | 100.0% | $12.83 | $27,221,482 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule. |
(3) | Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space. |
The Market.
The following table presents certain market information relating to the AFIN Portfolio Properties:
Market Overview(1) | |||||||
Property Name | Location | Market | Submarket | Estimated 2017 Population(2) | Estimated 2017 Average Household Income(2) | Rental Rate PSF | |
Actual(3) | Submarket(4) | ||||||
Montecito Crossing | Las Vegas, NV | Las Vegas | Northwest | 233,930 | $86,121 | $21.10 | $19.80 |
Jefferson Commons | Louisville, KY | Louisville | South Central | 176,569 | $59,649 | $14.29 | $9.67 |
Best on the Boulevard | Las Vegas, NV | Las Vegas | Central East | 448,909 | $50,073 | $14.33 | $15.48 |
Northpark Center | Huber Heights, OH | Dayton | NE Central Dayton | 83,316 | $71,020 | $8.74 | $7.42 |
Anderson Station | Anderson, SC | Greenville/Spartanburg | Anderson | 56,860 | $64,691 | $11.61 | $8.73 |
Cross Pointe Center | Fayetteville, NC | Fayetteville | N/A(5) | 151,777 | $58,794 | $9.55 | $10.26(5) |
San Pedro Crossing | San Antonio, TX | San Antonio | North Central | 322,165 | $78,955 | $17.34 | $18.72 |
Riverbend Marketplace | Asheville, NC | Asheville | East Asheville | 87,541 | $66,334 | $12.13 | $13.57 |
Shops at RiverGate South | Charlotte, NC | Charlotte | Southwest | 99,238 | $95,171 | $17.44 | $20.75 |
Centennial Plaza | Oklahoma City, OK | Oklahoma City | Penn Square | 243,184 | $63,794 | $9.31 | $12.72 |
Shoppes of West Melbourne | West Melbourne, FL | Orlando | Brevard County | 132,623 | $61,786 | $12.34 | $11.85 |
North Lakeland Plaza | Lakeland, FL | Tampa/St. Pete | Polk County | 124,578 | $55,569 | $7.33 | $13.41 |
Avg. | $12.96 | $13.53 |
(1) | Information is based on third party market research reports. |
(2) | Information is based on a five-mile radius. |
(3) | Information is based on the underwritten rent roll. |
(4) | Information is based on the appraisals. |
(5) | Submarket and Submarket Rental Rate PSF for the Cross Pointe Center property reflect the appraisal’s market rental rate PSF conclusion as there was no observable submarket. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
29
Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
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 AFIN Portfolio Properties:
Cash Flow Analysis | ||||||
2014(1) | 2015(1) | 2016 | 9/30/2017 TTM | UW | UW PSF | |
Gross Potential Rent(2) | N/A | N/A | $29,685,333 | $28,957,564 | $27,221,482 | $11.25 |
Percentage Rent | N/A | N/A | $201,989 | $196,835 | $201,169 | $0.08 |
Total Recoveries | N/A | N/A | $6,993,844 | $7,437,869 | $6,265,070 | $2.59 |
Other Income(3) | N/A | N/A | $513,017 | $475,555 | $475,555 | $0.20 |
Less Vacancy & Credit Loss | N/A | N/A | $0 | $0 | ($910,305) | ($0.38) |
Effective Gross Income | N/A | N/A | $37,394,183 | $37,067,823 | $33,252,972 | $13.75 |
Total Operating Expenses | N/A | N/A | $10,389,232 | $11,060,915 | $9,911,495 | $4.10 |
Net Operating Income | N/A | N/A | $27,004,951 | $26,006,908 | $23,341,476 | $9.65 |
Capital Expenditures | N/A | N/A | $0 | $0 | $406,890 | $0.17 |
TI/LC | N/A | N/A | $0 | $0 | $2,096,069 | $0.87 |
Net Cash Flow | N/A | N/A | $27,004,951 | $26,006,908 | $20,838,518 | $8.61 |
Occupancy % | N/A | N/A | 97.6% | 91.4% | 89.2%(4) | |
NOI DSCR(5) | N/A | N/A | 3.03x | 2.91x | 2.62x | |
NCF DSCR(5) | N/A | N/A | 3.03x | 2.91x | 2.34x | |
NOI Debt Yield(5) | N/A | N/A | 12.9% | 12.4% | 11.1% | |
NCF Debt Yield(5) | N/A | N/A | 12.9% | 12.4% | 9.9% |
(1) | The AFIN Portfolio Properties were acquired between 2012 and 2015 and as such, historical financial information for 2014 and 2015 is unavailable. |
(2) | UW Gross Potential Rent includes underwritten rent steps of $229,592 taken through June 5, 2018. |
(3) | Other Income is primarily from utility expenses which are fully reimbursable at several of the AFIN Portfolio Properties. |
(4) | UW Occupancy % excludes all dark and bankrupt tenants. |
(5) | Debt service coverage ratios and debt yields are based on the AFIN Portfolio Whole Loan. |
Escrows and Reserves. The AFIN Portfolio Whole Loan documents provide for upfront escrows in the amount of $832,502 for real estate taxes, $203,509 for insurance premiums, $101,926 for deferred maintenance, $9,827 for environmental insurance, $154,430 for free rent and $798,196 for tenant improvement and leasing commissions. In addition, the AFIN Portfolio Whole Loan documents provide for ongoing monthly escrows of $355,956 for real estate taxes and $43,761 for insurance premiums and other assessments.
The AFIN Portfolio Whole Loan documents also provide for on-going replacement reserves and tenant improvement and leasing commissions in an amount initially equal to 1/12 of the product by multiplying $0.25 by the aggregate number of rentable square feet in the AFIN Portfolio Properties initially equal to $50,394 and 1/12 of the product by multiplying $1.00 by the aggregate number of rentable square feet of space in AFIN Portfolio Properties initially equal to $201,576, respectively. Notwithstanding the foregoing, the AFIN Portfolio Borrowers are not required to make deposits into the capital reserve subaccount or rollover reserve subaccount, for so long as the occurrence and continuance of a Cash Management Period (as defined below) is not then in effect.
Lockbox and Cash Management. The AFIN Portfolio Whole Loan has a hard lockbox with springing cash management upon the occurrence and continuance of a Cash Management Period (as defined below).
A “Cash Management Period” will commence upon the lender giving notice to the clearing bank of the occurrence of any of the following: (i) the AFIN Portfolio Whole Loan maturity date, (ii) an event of default, (iii) the trailing 12-month debt service coverage ratio falling below 1.80x, or (iv) the commencement of a Lease Sweep Period (as defined below), and will end upon the lender giving notice to the clearing bank that the sweeping of funds into the deposit account may cease, which notice the lender will only be required to give if (1) the AFIN Portfolio Whole Loan and all other obligations under the AFIN Portfolio Whole Loan documents have been repaid in full or (2) the AFIN Portfolio Whole Loan maturity date has not occurred and (A) with respect to the matters described in clause (ii) above, such event of default has been cured and no other event of default has occurred and is continuing or (B) with respect to the matter described in clause (iii) above, the debt service coverage ratio is at least 1.80x for two consecutive calendar quarters, or (C) with respect to the matter described in clause (iv) above, such Lease Sweep Period has ended.
A “Lease Sweep Period” will occur upon any of the following: (i) the date that is twelve (12) months prior to the end of the term of any Major Lease (as defined below) (including any renewal terms), (ii) the date under a Major Lease by which the applicable Major Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised), (iii) any Major Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date, (iv) any Major Tenant discontinues its business at its premises (i.e., “goes dark”) or gives notice that it intends to discontinue its business, (v) the occurrence and continuance (beyond any applicable notice and cure periods) of a material default under any Major Lease by the applicable Major Tenant thereunder, or (vi) the occurrence of a Major Tenant insolvency proceeding and will end upon the earlier to occur of (x) the date that funds in an amount equal to $15 per square foot of the space demised under the Major Lease (or Major Leases) that gave rise to the subject Lease Sweep Period have been accumulated in the special rollover reserve subaccount (or the AFIN Portfolio Borrowers have provided lender with a letter of credit equal to the initial rollover deposit or (y), with respect to the occurrence of a Lease Sweep Period caused by a matter described in clause (i), (ii), (iii) or (iv) above, upon the earlier to occur of (A) the date on which a Major Tenant irrevocably exercises its renewal or extension option (or otherwise enters into an extension agreement with the AFIN Portfolio Borrowers that is acceptable to the lender in its reasonable discretion) with respect to all of the space demised under its Major Lease, and in the lender’s good faith judgment, sufficient funds have been accumulated in the special rollover reserve subaccount (during the continuance of the subject Lease Sweep Period) to pay for all anticipated major leasing expenses for such Major Lease and any other anticipated expenses in connection with such renewal or extension, or (B) the date on which
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
30
Various | Collateral Asset Summary – Loan No. 2 AFIN Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $60,000,000 56.5% 2.34x 11.1% |
all of the space demised under the Major Lease (or portion thereof) that gave rise to the Lease Sweep Period has been fully leased pursuant to a replacement lease or replacement leases, and all major lease leasing expenses (and any other expenses in connection with the re-tenanting of such space) have been paid in full, (2) with respect to a Lease Sweep Period caused by a matter described in clause (v) above, if the subject Major Tenant default has been cured, and no other Major Tenant default has occurred for a period of three consecutive months following such cure, or (3) with respect to a Lease Sweep Period caused by a matter described in clause (vi) above, if the applicable Major Tenant insolvency proceeding has terminated and the applicable Major Lease has been affirmed, assumed or assigned in a manner satisfactory to the lender in the exercise of lender’s reasonable discretion.
A “Major Lease” means (i) any lease (or leases) to a tenant or replacement tenant that, together with its affiliates, demises space comprising 50,000 or more rentable square feet of the improvements at any AFIN Portfolio Property or (ii) any lease (or leases) to a tenant that, together with its affiliates, provides for rent, in the aggregate, equal to 30% or more of the total in-place base rent at any AFIN Portfolio Property.
A “Major Tenant” means any tenant under either a Major Lease, or under one or more leases (leased by such tenant and/or its affiliates), which when taken together either (i) demises space comprising 50,000 or more rentable square feet of the improvements at any AFIN Portfolio Property or (ii) provides for rent, in the aggregate, equals 30% or more of the total in-place base rent at any AFIN Portfolio Property.
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity.Not permitted.
Release of Property. Any time after the expiration of the lockout period, the AFIN Portfolio Borrowers may obtain the release of any AFIN Portfolio Properties, provided, among other things, (i) the sale of such property is pursuant to an arm’s-length agreement to a third party not affiliated with any AFIN Portfolio Borrower or the Guarantor; (ii) the AFIN Portfolio Borrowers may obtain a release of the property if the AFIN Portfolio Borrowers make a prepayment of principal equal to the Release Amount (as defined below) for the property in question, together with any yield maintenance premium applicable thereto; (iii) no event of default under the AFIN Portfolio Whole Loan documents has or will be continuing; (iv) the AFIN Portfolio Borrowers will remain special purpose bankruptcy remote entities; (v) the AFIN Portfolio Borrowers and the Guarantor execute and deliver such documents as lender may reasonably request to confirm the continued validity of the loan documents and liens; (vi) the debt service coverage ratio for all of the remaining AFIN Portfolio Properties will not be less than the greater of (a) the debt service coverage ratio immediately preceding such release and (b) 2.34x; and (vii) the loan-to-value ratio (such value to be determined, in lender’s sole discretion, by any commercially reasonable method permitted to a REMIC trust; and which will exclude the value of personal property or going concern value, if any) is greater than 125%, the AFIN Portfolio Borrowers will also make payment of principal in an amount such that the loan-to-value ratio (such value to be determined, in lender’s sole discretion, by any commercially reasonable method permitted to a REMIC trust; and which will exclude the value of personal property or going concern value, if any) is no more than 125%. See“Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases”in the Preliminary Prospectus.
A “Release Amount” is the greater of (i) 100% of the net sales proceeds with respect to such AFIN Portfolio Property and (ii) 110.0% - 120.0% of the allocated loan amount for such property as set forth in the loan agreement.
Substitution.Any time after December 31, 2018, the AFIN Portfolio Borrowers may obtain the release of any AFIN Portfolio Properties by providing one or more substitute properties (individually or collectively, the “Substitute Property”),providedthat among other things, (i) no event of default has occurred and is continuing, (ii) the allocated loan amounts for all AFIN Portfolio Properties theretofore substituted do not exceed 25% of the AFIN Portfolio Whole Loan, (iii) unless otherwise agreed to by lender in its sole discretion, the total number of substitutions requested by AFIN Portfolio Borrowers (taking into account the then requested substitution) will not exceed three substitutions, (iv) no substitution will occur during the twelve month period preceding January 1, 2028, (v) the AFIN Portfolio Borrowers will deliver to lender a rating agency comfort letter as to the substitution, (vi) after giving effect to the substitution, the debt service coverage ratio for all of the AFIN Portfolio Properties will be no less than the debt service coverage ratio for all of the AFIN Portfolio Properties immediately preceding such substitution, (vii) the AFIN Portfolio Borrowers will deliver to lender an acceptable appraisal of each proposed substitute property and each proposed released AFIN Portfolio Property indicating an appraised value of the substitute property (as reflected in such acceptable appraisal) that is equal to or greater than the appraised value of the released property as of the substitution date (as reflected in such acceptable appraisal) (provided, however, that with respect to the AFIN Portfolio Properties known as Montecito Crossing, Best on the Boulevard and Jefferson Common, such properties may only be substituted if the value of the substitute property is equal to or greater than 110% of the appraised value of the released AFIN Portfolio Property), (viii) with respect to the Mortgaged Properties known as Montecito Crossing, Best on the Boulevard or Jefferson Common, such properties may only be substituted if the net operating income of the Substitute Property is equal to or greater than 110% of the net operating income of the released AFIN Portfolio Property and (ix) the AFIN Portfolio Borrowers will deliver to lender such other documents, instruments and agreements as lender may reasonably require relating to such substitution (including any documents as may be reasonably required by a special servicer in a securitization). See“Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases”in the Preliminary Prospectus.
Terrorism Insurance. The AFIN Portfolio Borrowers are required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the AFIN Portfolio Mortgage Whole Loan documents.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
32
Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
33
Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller(1): | UBS AG | Single Asset/Portfolio: | Portfolio | ||||
Original Balance: | $50,000,000 | Location: | Various | ||||
Cut-off Date Balance: | $50,000,000 | General Property Type: | Hospitality | ||||
% of Initial Pool Balance: | 6.0% | Detailed Property Type: | Limited Service | ||||
Loan Purpose: | Refinance | Title Vesting: | Fee | ||||
Borrower Sponsor: | Sam Chang | Year Built/Renovated: | Various/2014-2017 | ||||
Mortgage Rate: | 5.6744% | Size(2): | 658 Rooms | ||||
Note Date: | 2/13/2018 | Cut-off Date Balance per Room: | $75,988 | ||||
First Payment Date: | 4/6/2018 | Maturity Date Balance per Room: | $63,835 | ||||
Maturity Date: | 3/6/2028 | Property Manager: | Packard Hospitality Group, LLC | ||||
Original Term: | 120 months | ||||||
Original Amortization Term: | 360 months | ||||||
IO Period: | 0 months | ||||||
Seasoning: | 0 months | ||||||
Prepayment Provisions(3): | LO (24); DEF (92); O (4) | Underwriting and Financial Information | |||||
Lockbox/Cash Mgmt Status: | Hard/Springing | UW NOI: | $6,663,016 | ||||
Additional Debt Type: | N/A | UW NOI Debt Yield: | 13.3% | ||||
Additional Debt Balance: | N/A | UW NOI Debt Yield at Maturity: | 15.9% | ||||
Future Debt Permitted (Type): | No (N/A) | UW NCF DSCR: | 1.71x | ||||
Reserves(4) | Most Recent NOI: | $6,406,210 (12/31/2017) | |||||
Type | Initial | Monthly | Cap | 2nd Most Recent NOI: | $6,360,966 (12/31/2016) | ||
RE Tax: | $333,555 | $58,910 | N/A | 3rd Most Recent NOI: | $5,945,845 (12/31/2015) | ||
Insurance: | $193,843 | $19,449 | N/A | Most Recent Occupancy: | 69.2% (12/31/2017) | ||
Replacements: | $0 | $61,308 | N/A | 2nd Most Recent Occupancy: | 70.3% (12/31/2016) | ||
Deferred Maintenance: | $121,698 | $0 | N/A | 3rd Most Recent Occupancy: | 68.9% (12/31/2015) | ||
PIP Reserve: | $4,598,885 | $0 | N/A | Appraised Value (as of)(5): | $77,300,000 (Various) | ||
Additional Franchise: | $82,500 | $0 | N/A | Cut-off Date LTV Ratio(5): | 64.7% | ||
Seasonality: | $0 | (4) | N/A | Maturity Date LTV Ratio(5): | 54.3% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $50,000,000 | 90.7% | Loan Payoff(6): | $48,813,042 | 88.5% | |
Borrower Equity: | $5,133,535 | 9.3% | Reserves: | $5,330,480 | 9.7% | |
Closing Costs: | $990,013 | 1.8% | ||||
Total Sources: | $55,133,535 | 100.0% | Total Uses: | $55,133,535 | 100.0% |
(1) | The Midwest Hotel Portfolio Mortgage Loan (as defined below) was co-originated by UBS AG and Rialto Mortgage Finance, LLC (“RMF”). UBS AG purchased from RMF the portion of the Midwest Hotel Portfolio Mortgage Loan co-originated by RMF. |
(2) | During the historical operating periods of 2015 and 2016, the total room count at the Midwest Hotel Portfolio Properties (as defined below) was 664. Recent renovations at Fairfield Inn Joplin and Fairfield Inn Indianapolis South reduced room count by two at each property for a total room count of 660. Upon completion of PIP renovations at Fairfield Inn St. Louis Collinsville in 2018, its room count will be reduced by two to create a fitness room and guest laundry room. The anticipated total room count was underwritten at 658. |
(3) | Partial release is permitted. See “Release of Property” below for further discussion of release requirements. |
(4) | See “Escrows and Reserves” below for further discussion of the reserve requirements. |
(5) | The appraised value represents the sum of the “as-is” and “as complete” values, as applicable, for each of the Midwest Hotel Portfolio Properties (as defined below) on an individual basis. The “as complete” appraised values are based on the assumption that the specific amount for property improvement plans (“PIP”) and capital improvements are held in escrow by the lender at loan origination. Upon loan origination, the lender escrowed $4,598,885 into a PIP Reserve and the work for the escrowed PIP and capital improvements are either underway or expected to commence in 2018 and 2019. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the appraised value representing the sum of the “as-is” appraised value for each of the Midwest Hotel Portfolio Properties of $73.6 million, are 67.9% and 57.1%, respectively. |
(6) | Loan Payoff includes a first mortgage with a payoff balance of approximately $45.1 million and a B-note with a payoff balance of approximately $3.7 million, which encumbered a hospitality portfolio of nine hotels. The aggregate allocated loan payoffs to the eight Midwest Hotel Portfolio Properties totaled approximately $42.0 million. |
The Mortgage Loan. The third largest mortgage loan (the “Midwest Hotel Portfolio Mortgage Loan”) is evidenced by sixpari passu promissory notes with an aggregate original principal amount of $50,000,000. The Midwest Hotel Portfolio Mortgage Loan is secured by the fee simple interest in a portfolio consisting of eight limited-service hospitality properties totaling 658 rooms located across Missouri, Illinois and Indiana (collectively, the “Midwest Hotel Portfolio Properties”).
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
35
Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
The Borrowers and the Borrower Sponsor. The borrowers consist of eight single-purpose Delaware limited liability companies, each structured to be bankruptcy remote, with two independent directors in their organizational structure (collectively, the “Midwest Hotel Portfolio Borrower”). The Midwest Hotel Portfolio Borrower is 100.0% owned by Samtel Midwest DE LLC, which is wholly owned by Sam Chang, the borrower sponsor and nonrecourse carve-out guarantor (the “Midwest Hotel Portfolio Guarantor”).
Sam Chang is the founder, Chairman and CEO of McSam Hotel Group, LLC based in Great Neck, New York. Since 1997, Mr. Chang has developed and operated more than 60 properties, including hotels and residential and commercial properties in the New York metropolitan area. Mr. Chang has been approved for franchise licenses by a variety of hotel franchise companies and their affiliates including Hilton Hotel Corporation, InterContinental Hotels Group, Marriott International, Inc., Hyatt Hotels Corporation, Carlson Hotels Worldwide, Starwood Hotels and Resorts Worldwide, Inc., Wyndham Worldwide Corporation, and Choice Hotels International. Mr. Chang was awarded the 2006 and 2012 Developer of the Year Award by InterContinental Hotels Group. McSam Hotel Group, LLC currently operates 34 properties, has eight properties under construction, and two properties under development totaling 6,991 rooms for a variety of national hotel chains. See “Description of the Mortgage Pool—Litigation and Other Considerations” and “—Default History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.
The Properties. The Midwest Hotel Portfolio Properties are comprised of eight limited-service hotels offering a range of amenities, each featuring, among other things, a pool, fitness center, business center, sundries/convenience mart and high-speed internet access. The hotels range in size from 60 to 101 rooms, with an average count of 82 rooms. Located across Missouri, Illinois and Indiana, the Midwest Hotel Portfolio Properties were built between 1994 and 2006 and since 2014, have received capital improvements of over $8.5 million to guestroom upgrades, hotel amenities, back-of-the-house and exterior. Six of the eight Midwest Hotel Portfolio Properties are currently undergoing or will undergo a property improvement plan or renovation plan. At loan origination, the lender reserved 110% of the estimated costs to complete the initial PIP improvements at the Midwest Hotel Portfolio Properties plus 10% of the initial renovation budget (the portion of PIP work that is pending approval by the related franchisor) for Fairfield Inn Indianapolis South and Fairfield Inn Joplin, for a total upfront PIP reserve of $4,598,885, or $6,989 per room.
A summary of the individual Midwest Hotel Portfolio Properties is provided below:
Midwest Hotel Portfolio Property Summary | |||||||||
Property Name | City / State | Rooms | Year Built/ Renovated | Allocated Cut-off Date Balance Loan Amount | % of Allocated Loan Amount | Appraised Value(1) | UW NCF | % of UW NCF | Current Franchise Expiration Date(2) |
Hilton Garden Inn Joplin | Joplin, MO | 96 | 2006/ 2014-2017 | $9,000,000 | 18.0% | $13,700,000 | $1,047,655 | 17.7% | 10/31/2026 |
Hampton Inn Mount Vernon | Mount Vernon, IL | 101 | 1998/ 2014-2017 | $8,500,000 | 17.0% | $12,100,000 | $1,081,643 | 18.2% | 10/31/2020 |
Hampton Inn Joplin | Joplin, MO | 89 | 1994/ 2014-2017 | $8,400,000 | 16.8% | $13,600,000 | $955,528 | 16.1% | 1/31/2033 |
Hampton Inn Anderson | Anderson, IN | 99 | 2000/ 2014-2017 | $8,000,000 | 16.0% | $11,500,000 | $1,073,343 | 18.1% | 5/31/2020 |
Hampton Inn Marion | Marion, IL | 89 | 1998/ 2014-2017 | $6,400,000 | 12.8% | $9,800,000 | $699,050 | 11.8% | 2/28/2033 |
Fairfield Inn Joplin | Joplin, MO | 62 | 1997/ 2014-2017 | $4,400,000 | 8.8% | $6,700,000 | $519,810 | 8.8% | 12/31/2018(3) |
Fairfield Inn Indianapolis South | Indianapolis, IN | 60 | 1995/ 2014-2017 | $3,500,000 | 7.0% | $5,500,000 | $361,699 | 6.1% | 12/31/2018(3) |
Fairfield Inn St. Louis Collinsville | Collinsville, IL | 62 | 1995/ 2014-2017 | $1,800,000 | 3.6% | $4,400,000 | $188,598 | 3.2% | 12/31/2018(3) |
Total | 658 | $50,000,000 | 100.0% | $77,300,000 | $5,927,326 | 100.0% |
(1) | Appraised Value for Hilton Garden Inn Joplin, Hampton Inn Joplin, Hampton Inn Marion and Fairfield Inn St. Louis Collinsville represents the respective “as complete” value, based on the assumption that the specific amount for PIP and capital improvements are held in escrow by the lender at loan origination. Upon loan origination, the lender escrowed $4,598,885 into a PIP Reserve and the work for the escrowed PIP and capital improvements are either underway or expected to commence in 2018 and 2019. The “as-is” appraised value for Hilton Garden Inn Joplin, Hampton Inn Joplin, Hampton Inn Marion and Fairfield Inn St. Louis Collinsville is $13.4 million, $12.8 million, $8.1 million and $3.5 million, respectively. |
(2) | The Midwest Hotel Portfolio Mortgage Loan is structured with a cash flow sweep upon, among other things, twelve months prior to the expiration of a franchise agreement, excluding the current franchise agreements for Fairfield Inn Joplin, Fairfield Inn Indianapolis South and Fairfield Inn St. Louis Collinsville. See “Lockbox and Cash Management” for further information. |
(3) | Fairfield Inn Joplin, Fairfield Inn Indianapolis South and Fairfield Inn St. Louis Collinsville each have a current franchise agreement expiration date of December 31, 2018, subject to a renewal option through December 31, 2025, conditioned upon, among other things, completion of the mandated PIPs by May 31, 2018, May 31, 2018 and July 31, 2018, respectively. The related borrower believes that the PIP related to the franchise agreement extension of Fairfield Inn Joplin has been completed and the borrower sponsor is awaiting final inspection and approval from the franchisor. The PIPs related to the franchise agreement extension of Fairfield Inn Indianapolis South and Fairfield Inn St. Louis Collinsville are scheduled to be completed in 2018. Including capital improvements undergone between 2014 and 2017 and budgeted PIPs that have been reserved for at loan origination, Fairfield Inn Joplin, Fairfield Inn Indianapolis South and Fairfield Inn St. Louis Collinsville will have completed renovations of $2,292,881 ($36,982 per room), $1,407,287 ($23,455 per room) and $2,010,269 ($32,424 per room), respectively. |
Five of the Midwest Hotel Portfolio Properties are subject to franchise agreements with subsidiaries of Hilton Hotels Corporation (“Hilton”) (NYSE: HLT), a lodging company that owns, manages or franchises over 5,200 properties and more than 856,000 rooms in 105 countries and territories. Hilton has an established portfolio of 14 brands including Hilton Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton and Homewood Suites by Hilton and has more than 71 million members in its award-winning customer loyalty program, Hilton Honors. Hilton’s system-wide RevPAR grew from $93.38 in 2012 to $109.27 in 2017.
Three of the Midwest Hotel Portfolio Properties are subject to franchise agreements with Marriott International, Inc. (“Marriott”), a lodging company that owns, manages or franchises over 6,500 properties and more than 1.26 million rooms in 127 countries and territories. Marriott has an established portfolio of 30 brands including The Ritz-Carlton, St. Regis, JW Marriott, Westin, Sheraton, Residence Inn, Aloft, Fairfield Inn & Suites and Element and has more than 100 million members across its award-winning customer loyalty programs: Marriott Rewards, The Ritz-Carlton Rewards and Starwood Preferred Guest. Marriott’s system-wide RevPAR grew from $97.34 in 2012 to $115.02 in 2017. Along with the acquisition of Starwood Hotels, Marriott added more than 597,000 rooms over the five years leading up to 2017, further increasing its global footprint over major competitors.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
36
Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
Historically, the Midwest Hotel Portfolio Properties as a whole have outperformed their competitive sets with the weighted average ADR and RevPAR penetration rates all in excess of 100.0% for 2015 through 2017, according to third party market research reports. The Midwest Hotel Portfolio Properties have generally also outperformed their respective competitive sets on an individual basis, with all but Hampton Inn Joplin and Fairfield Inn Indianapolis South having achieved a RevPAR and ADR penetration, respectively, in excess of 100.0% for 2017.
A summary of the Midwest Hotel Portfolio Properties historical performance is provided below:
Midwest Hotel Portfolio Historical Occupancy, ADR, RevPAR(1) | |||||||||
Year | Midwest Hotel Portfolio(2) | Competitive Set(2) | Penetration Factor(3) | ||||||
Occupancy | ADR | RevPAR | Occupancy | ADR( | RevPAR | Occupancy | ADR | RevPAR | |
2015 | 68.7% | $98.21 | $67.55 | 66.0% | $85.51 | $56.38 | 104.0% | 114.9% | 119.8% |
2016 | 70.0% | $102.05 | $71.56 | 68.9% | $89.47 | $61.88 | 101.6% | 114.1% | 115.6% |
2017 | 69.0% | $105.98 | $73.18 | 69.7% | $93.00 | $65.01 | 99.0% | 114.0% | 112.6% |
Source:Industry Reports
(1) | The variances between the underwriting, the hospitality research report and the above table with respect to Occupancy, ADR and RevPAR at the Midwest Hotel Portfolio Properties are attributable to variances in reporting methodologies and/or timing differences. |
(2) | Based on third party hospitality research reports for the trailing 12-month period ending in December of each respective year and reflect the weighted average statistic based on number of rooms. |
(3) | The decline in RevPAR penetration is due to a portion of rooms being offline while the Midwest Hotel Portfolio Properties underwent renovations as follows: 1,959 room nights were offline in 2016 at Fairfield Inn Joplin, 5,570 room nights were offline in 2017 at Hampton Inn Joplin and 1,871 room nights were offline in 2017 at Fairfield Inn Indianapolis South. After adjusting for offline room nights, 2016 Occupancy and RevPAR at the Midwest Hotel Portfolio Properties are 70.6% and $72.07, respectively, with penetration factors of 102.5% and 116.5%. After adjusting for offline room nights, 2017 Occupancy and RevPAR at the Midwest Hotel Portfolio Properties are 71.6% and $75.74, respectively, with penetration factors of 102.6% and 116.5%. |
The Markets. The Midwest Hotel Portfolio Properties have diverse locations across six cities in Missouri, Illinois and Indiana, with no individual property accounting for more than 15.3% of total rooms or 18.2% of underwritten net cash flow. Hilton Garden Inn Joplin, Hampton Inn Joplin and Fairfield Inn Joplin, totaling 43.6% of the allocated Cut-off Date Loan Amount, are located in Joplin, Missouri, approximately 9.4 miles northwest of the Kansas, Oklahoma and Missouri tri-state intersection. Hampton Inn Mount Vernon, Hampton Inn Marion and Fairfield Inn St. Louis Collinsville, totaling 33.4% of the allocated Cut-off Date Loan Amount, are located in three cities in the southern portion of Illinois. Hampton Inn Andersen and Fairfield Inn Indianapolis South, totaling 23.0% of the allocated Cut-off Date Loan Amount, are located in two cities in Indiana.
Regional access to Joplin, Missouri is provided by Interstate 44, which extends to Springfield, Missouri to the east and Tulsa, Oklahoma to the west, and Interstate 49, which extends to Kansas City, Missouri to the north and Fort Smith, Arkansas to the south. According to the appraisal, Joplin serves as a major distribution and food processing center given its central location and accessibility, as well as the primary retail and healthcare hub for residents living within a 50-mile radius. The largest employers in the region operate within the healthcare, logistics and transportation, manufacturing and education industries. Recent commercial developments include a $600-million Mercy Regional Medical Center that opened in March 2015, an 112,000 SF expansion to the existing 400,000 SF Blue Buffalo manufacturing facility and an expansion of Missouri Southern State University into downtown Joplin. The subject hotels in Joplin are located approximately 0.3 miles east of the Joplin Convention and Trade Center, which generates lodging demand from meetings, trade shows, various events, club functions and associations. The appraisal identified a 115-room Holiday Inn Joplin that opened in January 2018 and is considered to be a full-service, upper-midscale hotel. It is expected to be 60% competitive with Fairfield Inn Joplin and Hampton Inn Joplin and 100% competitive with Hilton Garden Inn Joplin, given its market orientation and higher price point. Since 2014, the subject hotels in Joplin have undergone capital improvements of approximately $4.9 million.
Directly adjacent to Hampton Inn Mount Vernon, the 223-room Mount Vernon Event Center which previously operated under the Holiday Inn franchise, is being redeveloped as a DoubleTree by Hilton and is scheduled to open in April 2018. According to the appraisal, the redeveloped hotel will be a full service upscale hotel offering over 10,000 SF of meeting space and as such, is not expected to compete with the Hampton Inn Mount Vernon property. Additionally, a 117-room Holiday Inn Express & Suites, located 0.2 miles north of Hampton Inn Mount Vernon, opened in May 2017. Despite its entry into the market, RevPAR at Hampton Inn Mount Vernon increased 4.3% from 2016 to 2017.
Located 0.4 miles west of Hampton Inn Anderson, an 85-room Fairfield Inn & Suites Anderson is currently under construction and according to the appraisal, is expected to be 100% competitive with Hampton Inn Anderson. According to a third party market research report, since 2012, Hampton Inn Anderson’s performance has outperformed its competitive set, whose occupancy, ADR and RevPAR performance has also trended upwards during the same period. There has been no new supply added to the competitive set since 2010.
Fairfield Inn Indianapolis South is located just off of Interstate 65, which provides access to Indianapolis, Indiana approximately 9.4 miles northwest. The appraisal identified new supply of a newly-opened 106-room Home2Suites (2.4 miles south) and a proposed 94-room Residence Inn Greenwood (2.5 miles south) located in the Indianapolis South/Greenwood submarket, but are not expected to be competitive with Fairfield Inn Indianapolis South. The appraisal also identified a proposed 81-room Fairfield Inn & Suites Franklin (13 miles south), located in the Franklin submarket, which is expected to be secondarily competitive with Fairfield Inn Indianapolis South due to its location and operating profile. According to a third party market research report, Fairfield Inn Indianapolis South has outperformed its competitive set in terms of occupancy, ADR and RevPAR performance since 2012. Since 2014, Fairfield Inn Indianapolis South has undergone capital improvements of approximately $1.1 million, including PIP upgrades of $730,502 in 2017.
Fairfield Inn St. Louis Collinsville is located just off of Interstate 55, a north-south artery that provides access to Chicago, Illinois, Memphis, Tennessee, and New Orleans, Louisiana, as well as St. Louis, Missouri, which is located 13.5 miles southwest of Fairfield Inn St. Louis Collinsville. The appraisal identified new supply of a 90-room TownePlace Suites in Edwardsville, located 8.5 miles north and 22.7 miles north of Fairfield Inn St. Louis Collinsville and St. Louis, Missouri, respectively. The hotel is currently under construction and according to the appraisal, is not expected to be competitive with Fairfield Inn St. Louis Collinsville due to its anticipated market orientation and extended stay product type. Since 2014, Fairfield Inn St. Louis Collinsville has undergone capital improvements totaling $948,769, including a $239,739 soft goods improvement and PIP upgrade in 2017.
The appraisal did not identify new supply in the Marion, Illinois market that is competitive to Hampton Inn Marion.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
A summary of demand segmentation and recent performance of the Midwest Hotel Portfolio Properties is below:
Midwest Hotel Portfolio Property Summary
| |||||||
Property Name | # Rooms(1) | Commercial Demand | Leisure Demand | Group Demand | 2017 Occupancy(1) | 2017 ADR(1) | 2017 RevPAR(1) |
Hilton Garden Inn Joplin | 96 | 60.0% | 35.0% | 5.0% | 69.4% | $118.86 | $82.45 |
Hampton Inn Mount Vernon | 101 | 65.0% | 25.0% | 10.0% | 73.5% | $106.79 | $78.48 |
Hampton Inn Joplin | 89 | 70.0% | 20.0% | 10.0% | 61.4% | $112.88 | $69.29 |
Hampton Inn Anderson | 99 | 60.0% | 25.0% | 15.0% | 72.7% | $112.66 | $81.89 |
Hampton Inn Marion | 89 | 65.0% | 30.0% | 5.0% | 71.6% | $101.35 | $72.53 |
Fairfield Inn Joplin | 62 | 65.0% | 30.0% | 5.0% | 69.9% | $96.42 | $67.42 |
Fairfield Inn Indianapolis South | 60 | 65.0% | 20.0% | 15.0% | 70.3% | $90.76 | $63.79 |
Fairfield Inn St. Louis Collinsville | 62 | 60.0% | 35.0% | 5.0% | 62.6% | $92.58 | $57.92 |
Total/Wtd. Avg.(2) | 658 | 63.7% | 27.4% | 8.9% | 69.2% | $105.69 | $73.13 |
Source:Appraisals and Borrower Operating Statements
(1) | 2017 operating performance is based on a total room count of 662. During 2017 and 2018, renovations at Fairfield Inn Joplin and Fairfield Inn Indianapolis South reduced room count by two at each property. Upon completion of PIP renovations at Fairfield Inn St. Louis Collinsville in 2018, its room count will be reduced by two to create a fitness room and guest laundry room. The anticipated total room count was underwritten at 658. |
(2) | In 2017, 5,570 and 1,871 room nights were offline at Hampton Inn Joplin and Fairfield Inn Indianapolis South, respectively, due to renovations. After adjusting for offline room nights, 2017 Occupancy and RevPAR at the Midwest Hotel Portfolio Properties are 71.4% and $75.45, respectively. |
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 Midwest Hotel Portfolio Properties:
Cash Flow Analysis
| |||||
2015(1) | 2016(1) | 2017(1) | UW(1) | UW per Room(1) | |
Occupancy | 68.9% | 70.3% | 69.2%(2) | 71.3% | |
ADR | $98.04 | $101.72 | $105.69 | $105.12 | |
RevPAR | $67.55 | $71.52 | $73.13(2) | $74.98 | |
Rooms Revenue | $16,370,439 | $17,381,062 | $17,670,428 | $18,006,983 | $27,366 |
Other Income | $386,875 | $378,685 | $392,561 | $385,271 | $586 |
Total Revenue | $16,757,314 | $17,759,747 | $18,062,989 | $18,392,254 | $27,952 |
Total Expenses | $10,811,469 | $11,398,781 | $11,656,779 | $11,729,238 | $17,826 |
Net Operating Income | $5,945,845 | $6,360,966 | $6,406,210 | $6,663,016 | $10,126 |
FF&E | $0 | $0 | $0 | $735,690 | $1,118 |
Net Cash Flow | $5,945,845 | $6,360,966 | $6,406,210 | $5,927,326 | $9,008 |
NOI DSCR | 1.71x | 1.83x | 1.84x | 1.92x | |
NCF DSCR | 1.71x | 1.83x | 1.84x | 1.71x | |
NOI Debt Yield | 11.9% | 12.7% | 12.8% | 13.3% | |
NCF Debt Yield | 11.9% | 12.7% | 12.8% | 11.9% |
(1) | 2015, 2016 and 2017 operating periods are based on the total room count at the Midwest Hotel Portfolio Properties of 664, 664 and 662, respectively. Upon completion of PIP renovations at Fairfield Inn St. Louis Collinsville in 2018, its room count will be reduced by two to create a fitness room and guest laundry room. The underwriting is based on the anticipated total room count of 658 rooms. |
(2) | In 2017, 5,570 and 1,871 room nights were offline at Hampton Inn Joplin and Fairfield Inn Indianapolis South, respectively, due to renovations. After adjusting for offline room nights, 2017 Occupancy and RevPAR at the Midwest Hotel Portfolio Properties are 71.4% and $75.45, respectively. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
Escrows and Reserves.At origination, the Midwest Hotel Portfolio Borrower deposited (i) $4,598,885 to complete initial PIPs and renovations, (ii) $333,555 for real estate taxes, (iii) $193,843 for insurance premiums, (iv) $121,698 for deferred maintenance and (v) $82,500 for renewal franchise fees and other franchise-related costs set forth in the Midwest Hotel Portfolio Mortgage Loan documents. On a monthly basis, the Midwest Hotel Portfolio Borrower is required to deposit (i) 1/12 of the annual estimated tax payments, which currently equates to $58,910, (ii) 1/12 of the annual estimated insurance premiums, which currently equates to $19,449, and (iii) an amount into the replacement reserve equal to the greater of (a) any monthly amount required to be escrowed pursuant to the applicable franchise agreement and management agreement, if any, and (b) 1/12 of 4.0% of total gross income from operations for the immediately preceding calendar year. On each monthly payment date occurring (i) in April 2018 through and including November 2018, the Midwest Hotel Portfolio Borrower is required to deposit $52,033 for the seasonality reserve and (ii) during the months of April through and including November of each following year during the loan term, Midwest Hotel Portfolio Borrower is required to deposit an amount equal to 1/8 of the then-applicable Seasonality Reserve Aggregate Shortfall Amount (as defined below).
A “Seasonality Reserve Aggregate Shortfall Amount” is the sum, for each month in the immediately preceding twelve-month calendar month period commencing in February of the prior year through January of the year in which such calculation is made, of the product of (i) the aggregate amount, if any, by which total gross income from operations is deficient for paying debt service, operating expenses and required deposits for the related month, and (ii) 1.15.
Lockbox and Cash Management. The Midwest Hotel Portfolio Mortgage Loan is structured with a hard lockbox and springing cash management. Upon the occurrence and continuance of a Cash Management Period (as defined below), all sums on deposit in the lockbox account are required to be swept into a cash management account every business day for the payment of, among other things, monthly escrows, debt service and property operating expenses pursuant to an annual approved budget. During the continuance of a Cash Sweep Period (as defined below), excess cash flow will be swept from the cash management account to pay extraordinary expenses and the remaining amount, if any, into (i) a future PIP reserve account during the continuance of a Future PIP Trigger Event (as defined below) or (ii) an excess cash flow account during any Cash Sweep Period other than one caused by a Future PIP Trigger Event. If the Midwest Hotel Portfolio Borrower deposits a letter of credit meeting certain requirements set forth in the Midwest Hotel Portfolio Mortgage Loan documents in an amount equal to 125% of the estimated future PIP improvement budget relating to clause (v) of the definition of a Future PIP Trigger Event below, any excess cash flow swept into the future PIP reserve account with respect to the Future PIP Trigger Event will be returned to the Midwest Hotel Portfolio Borrower, or if a Cash Management Period is then continuing, deposited into the cash management account.
A “Cash Management Period” will commence upon (i) the occurrence of an event of default and continue until such event of default is cured or waived, (ii) the occurrence of any bankruptcy action of the Midwest Hotel Portfolio Borrower, Midwest Hotel Portfolio Guarantor or a property manager and continue until any such bankruptcy action is dismissed within 90 days of such filing, or in the case of the property manager, such manager is replaced with a qualified manager under a replacement agreement or the bankruptcy action is dismissed within 120 days of such filing, (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.15x and will continue until such time as the debt service coverage ratio for the immediately preceding 12-month period is at least 1.20x for two consecutive calendar quarters, (iv) the occurrence of a felony indictment of the property manager or Midwest Hotel Portfolio Guarantor or an officer of the Midwest Hotel Portfolio Borrower or Midwest Hotel Portfolio Guarantor, or an indictment for fraud or misappropriation of funds by the Midwest Hotel Portfolio Borrower, Midwest Hotel Portfolio Guarantor or a property manager and continue until the manager is replaced with a qualified manager under a replacement agreement, or (v) the occurrence of a Future PIP Trigger Event and continue until such event if cured.
A “Cash Sweep Period” will commence upon (i) the occurrence of an event of default and continue until such event of default is cured, (ii) the occurrence of any bankruptcy action of the Midwest Hotel Portfolio Borrower, Midwest Hotel Portfolio Guarantor or a property manager and continue until any such bankruptcy action is dismissed within 90 days of such filing, or in the case of the property manager, such manager is replaced with a qualified manager under a replacement agreement or the bankruptcy action is dismissed within 120 days of such filing, or (iii) the date the debt service coverage ratio for the immediately preceding 12-month period is less than 1.15x and will continue until such time as the debt service coverage ratio for the immediately preceding 12-month period is at least 1.20x for two consecutive calendar quarters.
A “Future PIP Trigger Event” will commence upon (i) the Midwest Hotel Portfolio Borrower, or any franchisor, giving notice of its intention to terminate or cancel or not to extend or renew a franchise agreement, (ii) the date that is 12 months prior the expiration of a franchise agreement, (iii) the occurrence of an event of default under a franchise agreement (iv) any bankruptcy action of any franchisor, or (v) any franchisor giving notice to the related borrower of any requirement of repairs and/or improvements and/or replacements of FF&E, or of any requirement to perform any remodeling, renovations and/or modifications. A Future PIP Trigger Event will continue until with regards to clauses (i) or (iv) above, the applicable franchisor is replaced with a replacement franchise agreement with a qualified franchisor, with regards to clause (iii) above, such event of default is cured, with regards to clause (iv) above, such bankruptcy action is dismissed within 120 days of such filing, or with regards to clause (v) above, the Midwest Hotel Portfolio Borrower (a) completes the future PIP improvements to the satisfaction of the related franchisor and pays all costs or (b) delivers to the lender the estimated costs of future PIP improvement budget and a letter of credit in an amount equal to 125% of the estimated future PIP improvement budget. Notwithstanding the above, with respect to Fairfield Inn Joplin, Fairfield Inn Indianapolis South and Fairfield Inn St. Louis Collinsville, which have a current franchise expiration date of December 31, 2018, a Future PIP Trigger Event relating to clause (ii) above will not be triggered so long as the Midwest Hotel Portfolio Borrower satisfies all requirements for the renewal of such franchise agreements and with respect to Fairfield Inn Joplin and Fairfield Inn Indianapolis South, a Future PIP Trigger Event relating to clause (v) above will not be triggered if the funds in excess of the estimate costs of the initial PIPs is greater than 125% of the estimate cost of such repairs and/or improvements and/or replacements of FF&E.
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity. Not permitted.
Release of Property.At any time after the lockout period and prior to the open prepayment period, the Midwest Hotel Portfolio Borrower may obtain the release of a Midwest Hotel Portfolio Property,providedthat, among other things, (i) no event of default has occurred and is continuing, (ii) the Midwest Hotel Portfolio Borrower defeases a portion of the Midwest Hotel Portfolio Mortgage Loan equal to the greater of (a) 125% of the allocated loan amount of the property being released and (b) an amount that satisfies (a) the debt service coverage ratio for the remaining properties following the release based on the trailing 12 months is no less than the greater of the debt service coverage ratio immediately preceding such release (including the individual property to be released) and 1.71x, (b) the loan-to-value ratio for the remaining properties is no greater than the lesser of the loan-to-value ratio immediately preceding such release (including the individual property to be released) and 64.7%, and (c) the net cash flow debt yield for the remaining properties is no
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 3 Midwest Hotel Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $50,000,000 64.7% 1.71x 13.3% |
less than the greater of the net cash flow debt yield immediately preceding such release (including the individual property to be released) and 11.9%. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.
Terrorism Insurance. The Midwest Hotel Portfolio Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Single Asset | ||||
Original Balance(1): | $45,000,000 | Location: | Oakland, CA 94612 | ||||
Cut-off Date Balance(1): | $45,000,000 | General Property Type: | Mixed Use | ||||
% of Initial Pool Balance: | 5.4% | Detailed Property Type: | Office/Garage/Retail | ||||
Loan Purpose: | Refinance | Title Vesting: | Fee | ||||
Borrower Sponsor: | John Ziegler | Year Built/Renovated: | 1986,1992/ N/A | ||||
Mortgage Rate: | 4.7280% | Size(4): | 246,136 SF | ||||
Note Date: | 1/25/2018 | Cut-off Date Balance per SF(1)(4): | $366 | ||||
First Payment Date: | 3/6/2018 | Maturity Date Balance per SF(1)(4): | $366 | ||||
Maturity Date: | 2/6/2028 | Property Manager: | STG Asset Management, Inc. (borrower-related) | ||||
Original Term to Maturity: | 120 months | ||||||
Original Amortization Term: | 0 months | ||||||
IO Period: | 120 months | ||||||
Seasoning: | 1 month | ||||||
Prepayment Provisions(2): | LO (25); DEF (92); O (3) | ||||||
Lockbox/Cash Mgmt Status: | Hard/In Place | Underwriting and Financial Information | |||||
Additional Debt Type(1): | Pari Passu | UW NOI(4)(5): | $8,051,219 | ||||
Additional Debt Balance(1): | $45,000,000 | UW NOI Debt Yield(1): | 8.9% | ||||
Future Debt Permitted (Type): | No (N/A) | UW NOI Debt Yield at Maturity(1): | 8.9% | ||||
Reserves(3) | UW NCF DSCR(1): | 1.76x | |||||
Type | Initial | Monthly | Cap | Most Recent NOI(5): | $6,637,378 (12/31/2017) | ||
RE Tax: | $0 | $83,662 | N/A | 2nd Most Recent NOI: | $7,015,772 (12/31/2016) | ||
Insurance: | $54,080 | $9,013 | N/A | 3rd Most Recent NOI: | $5,986,480 (12/31/2015) | ||
Replacements: | $0 | $7,512 | $450,868 | Most Recent Occupancy: | 94.2% (12/31/2017) | ||
Immediate Repairs: | $12,500 | $0 | N/A | 2nd Most Recent Occupancy: | 97.2% (12/31/2016) | ||
TI/LC: | $2,000,000 | Springing | $2,000,000 | 3rd Most Recent Occupancy: | 90.1% (12/31/2015) | ||
Free Rent Deposit: | $812,214 | $0 | N/A | Appraised Value (as of): | $181,000,000 (12/20/2017) | ||
Outstanding TI/LCs: | $1,452,227 | $0 | N/A | Cut-off Date LTV Ratio(1): | 49.7% | ||
Clubsource Litigation | $300,000 | $0 | N/A | Maturity Date LTV Ratio(1): | 49.7% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount(1): | $90,000,000 | 100.0% | Loan Payoff: | $66,151,802 | 73.5% | |
Reserves: | $4,631,021 | 5.1% | ||||
Closing Costs: | $1,231,662 | 1.4% | ||||
Return of Equity: | $17,985,515 | 20.0% | ||||
Total Sources: | $90,000,000 | 100.0% | Total Uses: | $90,000,000 | 100.0% |
(1) | The City Square and Clay Street Mortgage Loan (as defined below) is part of the City Square and Clay Street Whole Loan (as defined below), which is comprised of fourpari passupromissory notes with an aggregate principal balance of $90,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the promissory notes comprising the City Square and Clay Street Whole Loan. |
(2) | Prior to the open prepayment date of December 6, 2027, the City Square and Clay Street Whole Loan can be defeased after the earlier to occur of (i) March 6, 2022 and (ii) the first monthly payment date following the end of the two-year period commencing on the closing date of the securitization of the last City Square and Clay Street Whole Loan promissory note. The lockout period for defeasance will be at least 25 payment dates beginning with and including the first payment date of March 6, 2018. For the purposes of this term sheet, the assumed lockout period of 25 months is based on the expected UBS 2018-C9 securitization closing date in March 2018. The actual lockout period may be longer. |
(3) | See “Escrows and Reserves”below for further discussion of reserve information. |
(4) | The Size, Cut-off Date Balance per SF and Maturity Date Balance per SF do not include or take into account, as applicable, the parking garage that includes 1,154 parking stalls. |
(5) | See “Cash Flow Analysis” table. |
The Mortgage Loan. The fourth largest mortgage loan (the “City Square and Clay Street Mortgage Loan”) is part of a whole loan (the “City Square and Clay Street Whole Loan”) evidenced by fourpari passu promissory notes with an aggregate original principal balance of $90,000,000. The City Square and Clay Street Whole Loan is secured by a first priority fee mortgage encumbering four mixed-use buildings totaling 246,136 SF and a 1,154 space parking garage located in Oakland, California (the “City Square and Clay Street Property”). The controlling Promissory Note A-1 and non-controlling Promissory Note A-3 with an aggregate original principal balance of $45,000,000, represent the City Square and Clay Street Mortgage Loan and will be included in the UBS 2018-C9 Trust. The non-controlling Promissory Note A-2 and non-controlling Promissory Note A-4, were contributed to the UBS 2018-C8 trust. The City Square and Clay Street Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C9 Trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”and “Pooling and Servicing Agreement” in the Preliminary Prospectus.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
44
500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
City Square and Clay Street Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Anticipated Note Holder | Controlling Piece |
Note A-1 | $30,000,000 | $30,000,000 | UBS 2018-C9 | Yes |
Note A-2 | $25,000,000 | $25,000,000 | UBS 2018-C8 | No |
Note A-3 | $15,000,000 | $15,000,000 | UBS 2018-C9 | No |
Note A-4 | $20,000,000 | $20,000,000 | UBS 2018-C8 | No |
Total | $90,000,000 | $90,000,000 |
The Borrowers and the Borrower Sponsor. The borrowers are STG City Square, LLC and STG Clay Street, LLC (collectively, the “City Square and Clay Street Borrower”), each a single-purpose Delaware limited liability company, with two independent directors. The borrower sponsor and non-recourse carveout guarantor is John Ziegler, an individual.
John Ziegler is a principal of STG Group (“STG”), which is a value-add real estate developer, owner and operator headquartered in Petaluma, California. Since opening in 1985, STG has owned office, retail and industrial properties across the western US with a focus in northern California. As of January 2018, the portfolio has grown to over 4 million SF of office, retail and industrial properties.
The Property. The City Square and Clay Street Property consists of four Class A mixed use buildings totaling 246,136 SF and a 1,154 space parking garage located in Downtown Oakland, California, within the Oakland central business district. The City Square and Clay Street Property consists of three different components: City Square (165,145 SF), Clay Street (80,991 SF), and the 1,154 space parking garage. The City Square and Clay Street Property is located at 500 12th Street & 499, 501 and 525 14thStreet and 1200 Clay Street. The improvements on the City Square and Clay Street Property were built in 1986 and 1992, respectively, are situated on a 3.8-acre site and include a 1,154 space subterranean parking garage, which results in a parking ratio of 4.7 spaces per 1,000 SF. The City Square and Clay Street Property consists of 151,304 SF of office space, 38,032 SF of retail space, and a 56,800 SF full service gym. The City Square and Clay Street Property is within the City Center District of Downtown Oakland, which is a multi-block district consisting of office and retail as well as a 489 key Marriott Hotel and the Oakland Convention Center. The subject has access to major East Bay freeway systems, and I-980 and I-880 are within one mile of the subject and provide access to other Bay Area cities. The tenant base consists of 35 tenants representing national, regional, and local firms. As of December 31, 2017, the City Square and Clay Street Property was 94.2% leased.
Major Tenants.
Clubsource at City Center (56,800 SF, 23.1% of NRA, 13.1% of underwritten base rent). Clubsource at City Center is one of three clubs that operates under Active Wellness, LLC, founded as a wholly owned subsidiary of Active Acquisition Partners in June 2015. Active Wellness, LLC entered into a joint venture with St. Joseph Health and maintains majority interest. The management company operates the Active Sports Clubs in the San Francisco Bay area, as well as more than 45 corporate, residential, medical and community fitness centers across the country. Clubsource at City Center features an indoor cycling studio, squash courts, a basketball court, an indoor running track, and a pool. Clubsource at City Center has been in occupancy since 1995 and has a lease expiration date of November 2020 with no renewal options and no unilateral termination options. Clubsource at City Center pays $18.18 PSF in base rent, which is significantly below the appraiser’s concluded market rent of $33.00 PSF for its space.
Chevron Federal Credit Union (34,592 SF, 14.1% of NRA; 14.2% of underwritten base rent). Chevron Federal Credit Union (“CFCU”) is a not-for-profit financial institution that provides a variety of services to its members, including checking & savings accounts, real estate loans, auto and personal loans, and credit cards. CFCU operates as a wholly owned subsidiary of Chevron Corporation (S&P/Moody’s: AA-/Aa2), an American multinational corporation headquartered in San Ramon, CA that is engaged in integrated geothermal energy, oil, and natural gas operations. CFCU has over 7,200 CO-OP shared branches and over 85,000 surcharge free ATMs. CFCU has been in occupancy since 2012 at the City Square and Clay Street Property with a lease expiration of June 2022 with two five-year extension options and no termination options.
Kaiser Foundation Health Plan (16,991 SF, 6.9% of NRA, 10.9% of underwritten base rent). Kaiser Foundation Health Plan (S&P/Fitch: AA-/A+) is an operating subsidiary of Kaiser Permanente Inc., which was founded in 1945 and is one of the nation’s largest not-for-profit health plans, serving 11.7 million members. Kaiser Permanente is headquartered in Oakland, CA, and is comprised of three distinct but independent groups, including Kaiser Foundation Health Plan, Kaiser Foundation Hospitals, and The Permanente Medical Groups. Kaiser Foundation Health Plan executed a new lease in October 2017 at the City Square and Clay Street Property and is expected to take occupancy in March 2018 with a lease expiration of May 2028 and two five-year extension options with no termination options.
Ace Parking Management, Inc. (1,154 Parking Spaces): Ace Parking Management, Inc. (“Ace”) provides a full range of parking services and manages every type of parking application, including office, retail, hotel, airport, stadium, arena and event parking. Managing over 450 locations across the United States and servicing nearly 200,000 customers per day, Ace employs more than 4,500 people and is one of the largest parking companies in the United States.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
The following table presents certain information relating to the leases at the City Square and Clay Street Property:
Tenant Summary(1) | |||||||
Tenant Name | Credit Rating (Fitch/Moody’s/S&P)(2) | Tenant SF | Approximate % of SF | Annual UW Base Rent | % of Total Annual UW Base Rent | Annual UW Base Rent PSF | Lease Expiration |
Parking Tenant | |||||||
Ace Parking Management, Inc. | NR/NR/NR | NAP | NAP | $3,240,000(3) | NAP | NAP | 6/30/2022 |
Commercial Tenants | |||||||
Clubsource at City Center | NR/NR/NR | 56,800 | 23.1% | $1,032,504 | 13.1% | $18.18 | 11/30/2020 |
Chevron Federal Credit Union | NR/Aa2/AA- | 34,592 | 14.1% | $1,117,953 | 14.2% | $32.32 | 6/30/2022 |
Kaiser Foundation Health Plan(4) | A+/NR/AA- | 16,991 | 6.9% | $856,346 | 10.9% | $50.40 | 5/31/2028 |
OpTerra Energy Services, Inc. | A/A2/A- | 16,830 | 6.8% | $674,715 | 8.6% | $40.09 | 12/31/2021 |
Langan Engineering & Environmental Services, Inc. | NR/NR/NR | 8,808 | 3.6% | $409,308 | 5.2% | $46.47 | 9/30/2021 |
Subtotal/Wtd. Avg. | 134,021 | 54.4% | $4,090,826 | 51.9% | $30.52 | ||
Other Tenants | 97,883 | 39.8% | $3,789,510 | 48.1% | $38.71 | ||
Vacant Space | 14,232 | 5.8% | $0 | 0.0% | $0.00 | ||
Total/Wtd. Avg.(5) | 246,136 | 100.0% | $7,880,336 | 100.0% | $33.98 |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(3) | Base Rent associated with the parking garage was underwritten in Other Income. See “Cash Flow Analysis” table. |
(4) | Kaiser Foundation Health Plan has executed its lease but is not yet in occupancy. Kaiser Foundation Health Plan is expected to take occupancy no later than March 2019 and commence rental payments in September 2018. Kaiser Foundation Health Plan has no termination options. |
(5) | Wtd. Avg. Annual UW Base Rent PSF excludes vacant space. Total/Wtd. Avg. excludes Annual U/W Base Rent associated with the parking garage. |
The following table presents certain information relating to the lease rollover schedule at the City Square and Clay Street Property:
Lease Rollover Schedule(1)(2) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling(3) | Total UW Base Rent Rolling(3) | Approx. % of Total Base Rent Rolling |
Approx. Cumulative % of Total Base Rent Rolling |
MTM | 0 | 0 | 0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2018 | 3 | 4,116 | 1.7% | 1.7% | $31.20 | $128,401 | 1.6% | 1.6% |
2019 | 4 | 14,814 | 6.0% | 7.7% | $38.23 | $566,390 | 7.2% | 8.8% |
2020 | 10 | 86,902 | 35.3% | 43.0% | $25.76 | $2,238,544 | 28.4% | 37.2% |
2021 | 5 | 39,623 | 16.1% | 59.1% | $39.10 | $1,549,313 | 19.7% | 56.9% |
2022 | 8 | 52,181 | 21.2% | 80.3% | $34.90 | $1,821,345 | 23.1% | 80.0% |
2023 | 1 | 1,030 | 0.4% | 80.7% | $36.00 | $37,080 | 0.5% | 80.5% |
2024 | 1 | 6,432 | 2.6% | 83.3% | $35.16 | $226,149 | 2.9% | 83.3% |
2025 | 1 | 1,500 | 0.6% | 83.9% | $32.92 | $49,380 | 0.6% | 84.0% |
2026 | 0 | 0 | 0.0% | 83.9% | $0.00 | $0 | 0.0% | 84.0% |
2027 | 1 | 1,572 | 0.6% | 84.6% | $32.67 | $51,357 | 0.7% | 84.6% |
2028 & Beyond | 3 | 23,734 | 9.6% | 94.2% | $0.00 | $1,212,377 | 15.4% | 100.0% |
Vacant | 0 | 14,232 | 5.8% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 37 | 246,136 | 100.0% | $33.98 | $7,880,336 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule. |
(3) | UW Base Rent PSF Rolling and Total UW Base Rent Rolling excludes vacant space. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
The Market. The City Square and Clay Street Property is located in the Oakland-East Bay metro area. According to the appraisal, significant increases in rents for San Francisco commercial space between 2010 and 2015 has led to a migration of tenants into the Oakland and the emerging East Bay submarkets. The City Square and Clay Street Property is located in Alameda County, which is four miles east of San Francisco. Alameda County had an estimated 2017 population of 1,647,386, which represented an average annual increase of 1.2% per year since 2010, exceeding the annual growth rate of San Francisco of 1.1%. According to the appraisal, between 2006 and 2017, employment in Alameda County increased by 73,780 jobs, or 10.7%. The City Square and Clay Street Property is located 5.3 miles from University of California, Berkley, which employs approximately 23,962 people.
The City Square and Clay Street Property is located adjacent to the City Center BART mass transit station on Broadway. Downtown San Francisco’s Embarcadero BART station is two stops and less than a 14-minute transit ride from the City Center BART Station. The City Center BART station is the 5th busiest BART station in the Bay area. Bus service is also available to San Francisco and East Bay locations, and ferry service to San Francisco is available at Jack London Square, approximately one-mile south of the City Square and Clay Street Property.
According to the appraisal, the City Square and Clay Street Property is located within the Oakland-East Bay Class A submarket. As of the third quarter 2017, the Oakland-East Bay Class A office market consisted of 26,682,000 SF of inventory, with net absorption of 173,000 SF. According to a third party market research report, the estimated 2017 population within a one-, three-, and five-mile radius of the City Square and Clay Street Property was 38,030, 246,081, 492,328, respectively, and the 2017 estimated median household income within the same one-, three-, and five-mile radius is $36,192, $55,809, and $60,236, respectively. The Oakland-East Bay Class A office submarket reported a vacancy rate of 8.2%, which has decreased from 9.8% in 2011. Also according to the appraisal, asking office rents averaged $36.51 and have increased 25.3% since 2011. The appraiser concluded a market rent of $51.00 PSF for the office space and $36.00 PSF for the retail space at the City Square and Clay Street Property. As of the December rent roll, the UW base rent at the City Square and Clay Street Property was $33.98 PSF, well below the appraiser’s market rent conclusions.
The following table presents recent leasing data at competitive office buildings with respect to the City Square and Clay Street Property:
Comparable Office Leases | ||||||||
Property Name/Address | Year Built | Size (SF) | Tenant Name | Lease Size (SF) | Lease Date | Lease Term (Yrs.) | Initial Rent/SF | Lease Type |
City Square and Clay Street 500 12th St. & 499, 501, 525 14th St. and 1200 Clay St. Oakland, CA | 1986 1992 | 246,136(1) | Various(1) | Various(1) | Various(1) | Various(1) | $33.98(1) | Various |
Oakland Tower 1111 Broadway Oakland, CA | 1990 | 553,210 | WeWork | 81,452 | January 2018 | 11.5 Yrs. | $52.00 | Full Service |
475 City Center 475 14th St. Oakland, CA | 1983 | 192,926 | Siegel & Yee | 4,086 | September 2017 | 4 Yrs. | $52.80 | Full Service |
Oakland City Center 1333 Broadway Oakland, CA | 1973 | 238,000 | Make a Wish Foundation | 9,409 | August 2017 | 7.8 Yrs. | $51.00 | Full Service |
Oakland Tower 1111 Broadway Oakland, CA | 1990 | 553,210 | GT Nexus | 23,951 | May 2017 | 7 Yrs. | $53.04 | Full Service |
The Rotunda 300 Frank Ogawa Plaza Oakland, CA | 1912 | 242,000 | Bremer Whyte | 6,875 | February 2017 | 5 Yrs. | $48.00 | Full Service |
Source:Appraisal
(1) | Based on the underwritten rent roll. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
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 City Square and Clay Street Property:
Cash Flow Analysis | ||||||
2014 | 2015 | 2016 | 2017 | UW | UW PSF | |
Gross Potential Rent(1) | $5,344,174 | $5,540,677 | $6,784,940 | $6,520,133 | $8,389,628 | $34.09 |
Total Recoveries | $763,590 | $776,815 | $564,080 | $654,530 | $904,119 | $3.67 |
Total Other Income(2) | $3,348,034 | $3,372,051 | $3,366,550 | $3,400,408 | $3,400,408 | $13.82 |
Straight Line Rent | $0 | $0 | $0 | $0 | $207,711 | $0.84 |
Less Vacancy & Credit Loss | $0 | $0 | $0 | $0 | ($627,546) | ($2.55) |
Percentage Rent | $0 | $0 | $0 | $6,002 | $0 | $0.00 |
Effective Gross Income | $9,455,797 | $9,689,543 | $10,715,569 | $10,581,073 | $12,274,319 | $49.87 |
Total Operating Expenses | $3,565,243 | $3,703,063 | $3,699,797 | $3,943,696 | $4,223,100 | $17.16 |
Net Operating Income(3) | $5,890,554 | $5,986,480 | $7,015,772 | $6,637,378 | $8,051,219 | $32.71 |
Capital Expenditures | $0 | $0 | $0 | $0 | $90,174 | $0.37 |
TI/LC | $0 | $0 | $0 | $0 | $376,332 | $1.53 |
Net Cash Flow | $5,890,554 | $5,986,480 | $7,015,772 | $6,637,378 | $7,584,713 | $30.82 |
Occupancy %(4) | 85.6% | 90.1% | 97.2% | 94.2% | 93.4% | |
NOI DSCR(5) | 1.37x | 1.39x | 1.63x | 1.54x | 1.87x | |
NCF DSCR(5) | 1.37x | 1.39x | 1.63x | 1.54x | 1.76x | |
NOI Debt Yield(5) | 6.5% | 6.7% | 7.8% | 7.4% | 8.9% | |
NCF Debt Yield(5) | 6.5% | 6.7% | 7.8% | 7.4% | 8.4% |
(1) | UW Gross Potential Rent includes contractual rent steps through September 2018 totaling $133,760. |
(2) | Other Income includes storage income, parking lease income, and other miscellaneous income. |
(3) | Net Operating Income increased from 2017 to UW due to new leasing, tenant expansion, rent steps, and straight line rent. |
(4) | UW Occupancy % is based on underwritten economic vacancy of 6.6%. The City Square and Clay Street Property was 94.2% leased as of December 31, 2017. |
(5) | Debt service coverage ratios and debt yields are based on the City Square and Clay Street Whole Loan. |
Escrows and Reserves.At origination, the City Square and Clay Street Borrower deposited (i) $54,080 into an insurance escrow, (ii) $1,452,227 into an outstanding TIs escrow, (iii) $812,214 into a free rent escrow (iv) $2,000,000 into a TI/LC escrow, (v) $12,500 into a deferred maintenance escrow and (vi) $300,000 into an escrow for ongoing litigation. On a monthly basis, the City Square and Clay Street Borrower is required to deposit into the appropriate reserves (i) $83,662 for ongoing taxes, (ii) $9,013 for ongoing insurance premiums, (iii) $7,512 for ongoing capital expenditures, subject to a $450,868 cap and (iv) $30,691 for ongoing TI/LCs if the balance in the TI/LC escrow is below $500,000, subject to a $2,000,000 cap.
Lockbox and Cash Management. The City Square and Clay Street Whole Loan is structured with a hard lockbox and in place cash management. The City Square and Clay Street Borrower is required to send tenant direction letters to all tenants instructing them to deposit all rents and payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and amounts in this account are used to pay monthly debt service payments and any reserves due under the City Square and Clay Street Whole Loan documents with any excess amounts remaining in this account returned to the City Square and Clay Street Borrower in accordance with the City Square and Clay Street Whole Loan documents, unless a Cash Sweep Event (as defined below) is continuing.
A “Cash Sweep Event” occurs when (i) an event of default occurs under the City Square and Clay Street Whole Loan documents or property management agreement, (ii) the debt service coverage ratio for the City Square and Clay Street Property falls below 1.10x, (iii) Chevron Federal Credit Union and/or Kaiser Foundation Health Plan (each, a “Significant Tenant”) ceases to conduct, or gives notice of intent to cease, its normal business operation at substantially all of its leased premises (iv) any Significant Tenant (or such tenant’s parent, if applicable) becomes insolvent or files for bankruptcy, (v) a Significant Tenant terminates or gives notice of its intention to terminate its lease, (vi) it is six months prior to the expiration of a Significant Tenant’s lease or (vii) the lender determines that available litigation funds are insufficient to pay the litigation fund resolution amount.
A Cash Sweep Event will cease upon any of the following: (a) for a Cash Sweep Event commencing under item (i) above, the cure of such default or event of default, (b) for a Cash Sweep Event commencing under item (ii) above, the date on which the Citi Square and Clay Street Property has achieved a debt service coverage ratio of at least 1.15x for two consecutive quarters, (c) for a Cash Sweep Event commencing under item (iii) above, the date on which either (x) the applicable tenant has reopened for business at substantially all of its demised premises and paid full unabated rent for two consecutive quarters and delivered an acceptable estoppel certificate or (y) the tenant’s premises has been retenanted under leases acceptable to the lender with rent equal to the lesser of (m) the rent under the prior lease or (n) market rent and the lender has received an acceptable estoppel certificate for the tenants (either such event, a “Retenanting Event”), (d) for a Cash Sweep Event commencing under item (iv) above, the date on which the applicable tenant or parent becomes solvent to the lender’s satisfaction for two consecutive quarters or is no longer a debtor in a bankruptcy proceeding and affirms its lease, (e) for a Cash Sweep Event commencing under item (v) above, the tenant has irrevocably revoked such notice and is open for business at substantially all of the premises, the tenant has paid full, unabated rent for two consecutive quarters and lender has received an acceptable tenant estoppel certificate, (f) for a Cash Sweep Event commencing under item (vi) above, a Retenanting Event has occurred and (g) for a Cash Sweep Event commencing under item (vii) above, the date on which the lender determines it has received sufficient funds to pay the final resolution of the litigation. Notwithstanding the foregoing, for a Cash Sweep Event commencing under item (vi) above, the City Square and Clay Street Borrower may deliver to lender cash or a letter of credit in the amount of $1,500,000, which will postpone the Cash Sweep Event for a period of six months, at which point the underlying Cash Sweep Event will commence (provided, however, that the City Square and Clay Street Borrower may continue to post $1,500,000 for an additional six months of reprieve from the Cash Sweep Event).
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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500 12thStreet & 499, 501, 525 Oakland, CA 94612 | Collateral Asset Summary – Loan No. 4 City Square and Clay Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $45,000,000 49.7% 1.76x 8.9% |
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity. Not permitted.
Release of Property. Not permitted.
Terrorism Insurance. The City Square and Clay Street Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
50
Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Société Générale | Single Asset/Portfolio: | Portfolio | ||||
Original Balance: | $38,457,000 | Location(2): | Various | ||||
Cut-off Date Balance: | $38,457,000 | General Property Type: | Various | ||||
% of Initial Pool Balance: | 4.6% | Detailed Property Type: | Various | ||||
Loan Purpose: | Acquisition | Title Vesting: | Fee | ||||
Borrower Sponsors:
| ExchangeRight Real Estate, LLC; David Fisher; Joshua Ungerecht; Warren Thomas | Year Built/Renovated(2): | Various | ||||
Size: | 234,651 SF | ||||||
Cut-off Date Balance per SF: | $164 | ||||||
Mortgage Rate: | 4.2020% | Maturity Date Balance per SF: | $164 | ||||
Note Date: | 2/22/2018 | Property Manager:
| NLP Management, LLC (borrower-related) | ||||
First Payment Date: | 4/1/2018 | ||||||
Maturity Date: | 3/1/2028 | ||||||
Original Term to Maturity: | 120 months | ||||||
Original Amortization Term: | 0 months | ||||||
IO Period: | 120 months | ||||||
Seasoning: | 0 months | Underwriting and Financial Information | |||||
Prepayment Provisions: | LO (24); DEF (92); O (4) | UW NOI: | $3,598,541 | ||||
Lockbox/Cash Mgmt Status: | Hard/Springing | UW NOI Debt Yield: | 9.4% | ||||
Additional Debt Type: | N/A | UW NOI Debt Yield at Maturity: | 9.4% | ||||
Additional Debt Balance: | N/A | UW NCF DSCR: | 2.16x | ||||
Future Debt Permitted (Type): | No (N/A) | Most Recent NOI(3): | N/A | ||||
Reserves(1) | 2nd Most Recent NOI(3): | N/A | |||||
Type | Initial | Monthly | Cap | 3rd Most Recent NOI(3): | N/A | ||
RE Tax: | $111,935 | $44,282 | N/A | Most Recent Occupancy: | 100.0% (3/1/2018) | ||
Insurance: | $3,549 | $3,549 | N/A | 2nd Most Recent Occupancy: | 100.0% (12/31/2017) | ||
Replacements: | $57,416 | $1,994 | N/A | 3rd Most Recent Occupancy: | 100.0% (12/31/2016) | ||
TI/LC: | $900,000 | Springing | N/A | Appraised Value (as of): | $62,535,000 (Various) | ||
Deferred Maintenance: | $17,835 | $0 | N/A | Cut-off Date LTV Ratio: | 61.5% | ||
BioLife Reserve: | $0 | Springing | N/A | Maturity Date LTV Ratio: | 61.5% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $38,457,000 | 59.4% | Purchase Price: | $62,962,610 | 97.2% | |
Borrower Equity: | $26,310,732 | 40.6% | Reserves: | $1,090,735 | 1.7% | |
Closing Costs: | $714,387 | 1.1% | ||||
Total Sources: | $64,767,732 | 100.0% | Total Uses: | $64,767,732 | 100.0% |
(1) | See“Escrows and Reserves” below for further discussion of reserve requirements. |
(2) | See“The Properties” below for further discussion of property information. |
(3) | Historical cash flows are unavailable as the ExchangeRight Net Leased Portfolio 20 Properties (as defined below) were acquired by the borrower sponsors between February 6, 2018 and February 22, 2018. The sellers of the ExchangeRight Net Leased Portfolio 20 Properties did not provide historical operating statements to the ExchangeRight Net Leased Portfolio 20 Borrower (as defined below). |
The Mortgage Loan. The fifth largest mortgage loan (the “ExchangeRight Net Leased Portfolio 20 Mortgage Loan”) is evidenced by a single promissory note with an original principal balance of $38,457,000 and secured by first priority fee mortgages encumbering 16 cross-collateralized, single tenant retail (14 properties) and medical office (two properties) properties located in Ohio, Alabama, Texas, Illinois, Florida, Georgia, South Carolina, Tennessee and Wisconsin (collectively, the “ExchangeRight Net Leased Portfolio 20 Properties”). The ExchangeRight Net Leased Portfolio 20 Mortgage Loan was originated on February 22, 2018 by Société Générale. The ExchangeRight Net Leased Portfolio 20 Mortgage Loan accrues interest at an interest rate of 4.2020%per annum. The ExchangeRight Net Leased Portfolio 20 Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of interest only through the ExchangeRight Net Leased Portfolio 20 Mortgage Loan term. The ExchangeRight Net Leased Portfolio 20 Mortgage Loan matures on March 1, 2028. The proceeds of the ExchangeRight Net Leased Portfolio 20 Mortgage Loan, along with approximately $26.3 million of borrower sponsors cash equity, were used to purchase the ExchangeRight Net Leased Portfolio 20 Properties, fund reserves and pay closing costs.
Following the lockout period, on any date before December 1, 2027, the ExchangeRight Net Leased 20 Portfolio Borrower (as defined below) has the right to defease the ExchangeRight Net Leased Portfolio 20 Mortgage Loan in whole, but not in part. The lockout period will expire two years after the closing date of the UBS 2018-C9 transaction. The assumed lockout period of 24 payments is based on the closing date of the UBS 2018-C9 transaction in March 2018. In addition, the ExchangeRight Net Leased Portfolio 20 Mortgage Loan is prepayable without penalty on or after December 1, 2027.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
The Borrower and the Borrower Sponsors.The borrower is ExchangeRight Net Leased Portfolio 20 DST (the “ExchangeRight Net Leased Portfolio 20 Borrower”), a Delaware statutory trust. At origination of the ExchangeRight Net Leased Portfolio 20 Mortgage Loan, the ExchangeRight Net Leased 20 Portfolio Properties were conveyed and assumed from ExchangeRight Net Leased Portfolio 20, LLC by the ExchangeRight Net Leased Portfolio 20 Borrower. The ExchangeRight Net Leased Portfolio 20 Borrower has master leased the ExchangeRight Net Leased Portfolio 20 Properties to ExchangeRight NLP 20 Master Lessee, LLC (the “Master Lessee”), a Delaware limited liability company, which is an affiliate of the borrower sponsors. The Master Lessee is structured as a special purpose entity in which the borrower sponsors collectively have a 100% ownership interest. The Master Lessee’s interest in the master lease and all tenant rents are collaterally assigned to the lender. The master lease is subordinate to the ExchangeRight Net Leased Portfolio 20 Mortgage Loan. There is one independent trustee for the ExchangeRight Net Leased Portfolio 20 Borrower and one independent manager for the Master Lessee. Legal counsel to the ExchangeRight Net Leased Portfolio 20 Borrower delivered a non-consolidation opinion in connection with the origination of the ExchangeRight Net Leased Portfolio 20 Mortgage Loan. ExchangeRight Real Estate, LLC (“ExchangeRight”), David Fisher, Joshua Ungerecht and Warren Thomas are the guarantors of certain nonrecourse carveouts under the ExchangeRight Net Leased Portfolio 20 Mortgage Loan. See“Description of the Mortgage Pool—Mortgage Pool Characteristics—Delaware Statutory Trusts”.
The borrower sponsors are ExchangeRight, David Fisher, Joshua Ungerecht and Warren Thomas. David Fisher, Joshua Ungerecht and Warren Thomas are managing members of ExchangeRight, which has more than $1.2 billion in assets under management comprised of 425 properties located across 28 states totaling over 11 million SF. ExchangeRight’s focus is in providing long-term stable income and asset preservation through long-term net-leased portfolios backed by investment grade corporations.
The Properties.The ExchangeRight Net Leased Portfolio 20 Properties comprise 16 cross-collateralized, single tenant retail (14 properties) and medical office (two properties) properties totaling 234,651 SF located in Ohio (five properties), Alabama (two properties), Texas (two properties), Illinois (two properties), Florida (one property), Georgia (one property), South Carolina (one property), Tennessee (one property) and Wisconsin (one property). Built between 1991 and 2018, the ExchangeRight Net Leased Portfolio 20 Properties range in size from 5,010 SF to 60,718 SF. The ExchangeRight Net Leased Portfolio 20 Borrower acquired the ExchangeRight Net Leased Portfolio 20 Properties between February 6, 2018 and February 22, 2018 for a combined purchase price of approximately $63.0 million. As of March 1, 2018, the ExchangeRight Net Leased Portfolio 20 Properties were 100.0% occupied.
As of March 1, 2018, the ExchangeRight Net Leased Portfolio 20 Properties were 100.0% occupied by nine tenants at 16 different locations including nationally recognized investment grade tenants such as Dollar General (rated Baa2/BBB by Moody’s/S&P), Pick ‘n Save (Kroger) (rated BBB/Baa1/BBB by Fitch/Moody’s/S&P), Walgreens (rated BBB/Baa2/BBB by Fitch/Moody’s/S&P), Advance Auto Parts (rated Baa2/BBB- by Moody’s/S&P), Verizon Wireless (rated A-/Baa1/BBB+ by Fitch/Moody’s/S&P), Biolife Plasma Services LP (Baxalta) (rated Baa3 by Moody’s) and Fresenius Medical Care (rated BBB-/Baa3/BBB- by Fitch/Moody’s/S&P). Investment grade tenants occupy 13 of the 16 properties, representing 76.1% of NRA and 82.7% of underwritten base rent and, with respect to those tenants, the leases are directly with the related rated entities or are guaranteed by such entities. The largest tenant, Pick ‘n Save - Grafton, WI comprises approximately 60,718 SF (25.9% of the total net rentable area) and $806,760 of the underwritten base rent (20.4% of underwritten base rent). Outside of the largest tenant, no individual property accounts for more than 9.5% of NRA and 15.7% of the underwritten base rent. All leases are NNN or NN and the average remaining lease term for tenants at the ExchangeRight Net Leased Portfolio 20 Properties is approximately 13.0 years (including termination options). Leases representing approximately 97.9% of NRA and 92.0% of the underwritten base rent expire after the ExchangeRight Net Leased Portfolio 20 Mortgage Loan maturity date.
The following table presents certain information relating to the ExchangeRight Net Leased Portfolio 20 Properties:
Property Summary(1) | |||||||
Property Name | Allocated Cut-off Date Loan Amount | % of Allocated Cut-off Date Loan Amount | Year Built/ Renovated | Occupancy | Tenant SF | Allocated Cut-off Date LTV % | Appraised Value |
Pick ‘n Save - Grafton, WI | $7,472,000 | 19.4% | 2009/N/A | 100.0% | 60,718 | 61.5% | $12,150,000 |
BioLife Plasma Services LP | $6,089,000 | 15.8% | 2018/N/A | 100.0% | 16,694 | 61.5% | $9,900,000 |
Walgreens - Mobile, AL | $3,644,000 | 9.5% | 2003/N/A | 100.0% | 14,504 | 61.5% | $5,925,000 |
Tractor Supply - Tallahassee, FL | $3,598,000 | 9.4% | 2008/N/A | 100.0% | 22,332 | 61.5% | $5,850,000 |
Verizon Wireless - Columbia, SC | $3,044,000 | 7.9% | 2017/N/A | 100.0% | 5,010 | 61.5% | $4,950,000 |
Tractor Supply - Mobile, AL | $2,276,000 | 5.9% | 2017/N/A | 100.0% | 18,867 | 61.5% | $3,700,000 |
Fresenius Medical Care - Warren, OH | $2,165,000 | 5.6% | 2017/N/A | 100.0% | 9,173 | 61.5% | $3,520,000 |
Walgreens - Homewood, IL | $1,845,000 | 4.8% | 1994/N/A | 100.0% | 13,494 | 61.5% | $3,000,000 |
Advance Auto Parts - San Antonio, TX | $1,292,000 | 3.4% | 2014/N/A | 100.0% | 6,895 | 61.5% | $2,100,000 |
Advance Auto Parts - Humble, TX | $1,261,000 | 3.3% | 2016/N/A | 100.0% | 6,912 | 61.5% | $2,050,000 |
Dollar General - Copley, OH | $1,125,000 | 2.9% | 2017/N/A | 100.0% | 10,640 | 61.5% | $1,830,000 |
Advance Auto Parts - Columbus, OH | $984,000 | 2.6% | 2016/N/A | 100.0% | 6,987 | 61.3% | $1,605,000 |
Napa Auto Parts - Pekin, IL | $953,000 | 2.5% | 1991/2017 | 100.0% | 14,858 | 61.5% | $1,550,000 |
Dollar General - Toledo, OH | $950,000 | 2.5% | 2013/N/A | 100.0% | 9,367 | 61.5% | $1,545,000 |
Dollar General - Youngstown, OH | $898,000 | 2.3% | 2018/N/A | 100.0% | 9,100 | 61.5% | $1,460,000 |
Dollar General - Griffin, GA | $861,000 | 2.2% | 2017/N/A | 100.0% | 9,100 | 61.5% | $1,400,000 |
Total/Wtd. Avg. | $38,457,000 | 100.0% | 100.0% | 234,651 | 61.5% | $62,535,000 |
(1) | The ExchangeRight Net Leased Portfolio 20 Properties comprise 14 single tenant retail properties and 2 medical office properties. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
The following table presents certain information relating to the leases at the ExchangeRight Net Leased Portfolio 20 Properties:
Tenant Summary(1) | |||||||
Tenant Name | Credit Rating (Fitch/Moody’s/S&P)(2) | Tenant SF | Approximate % of SF | Annual UW Base Rent | % of Total Annual UW Base Rent | Annual UW Base Rent PSF | Lease Expiration |
Tenants | |||||||
Pick ‘n Save (Kroger) | BBB/Baa1/BBB | 60,718 | 25.9% | $806,760 | 20.4% | $13.29 | 12/31/2029(3) |
Tractor Supply | NR/NR/NR | 41,199 | 17.6% | $583,400 | 14.7% | $14.16 | Various(4) |
Dollar General | NR/Baa2/BBB | 38,207 | 16.3% | $408,974 | 10.3% | $10.70 | Various(5) |
Walgreens | BBB/Baa2/BBB | 27,998 | 11.9% | $550,342 | 13.9% | $19.66 | Various(6) |
Advance Auto Parts | NR/Baa2/BBB- | 20,794 | 8.9% | $346,111 | 8.7% | $16.64 | Various(7) |
BioLife Plasma Services LP (Baxalta) | NR/Baa3/NR | 16,694 | 7.1% | $620,882 | 15.7% | $37.19 | 2/28/2033(8) |
Napa Auto Parts | NR/NR/NR | 14,858 | 6.3% | $102,000 | 2.6% | $6.86 | 1/31/2038(9) |
Fresenius Medical Care | BBB-/Baa3/BBB- | 9,173 | 3.9% | $222,422 | 5.6% | $24.25 | 11/27/2032(10) |
Verizon Wireless | A-/Baa1/BBB+ | 5,010 | 2.1% | $315,981 | 8.0% | $63.07 | 1/31/2028(11) |
Subtotal/Wtd. Avg. | 234,651 | 100.0% | $3,956,872 | 100.0% | $16.86 | ||
Vacant Space | 0 | 0.0% | $0 | 0.0% | $0.00 | ||
Total/Wtd. Avg. | 234,651 | 100.0% | $3,956,872 | 100.0% | $16.86 |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain ratings are those of the parent company whether or not the parent company guarantees the lease. |
(3) | Pick ‘n Save (Kroger) has four 5-year renewal options. |
(4) | Tractor Supply is a tenant at two of the ExchangeRight Net Leased Portfolio 20 Properties and leases (i) 22,332 SF at the Tractor Supply - Tallahassee, FL property under a lease that expires on April 30, 2028 with four 5-year renewal options, and (ii) 18,867 SF at the Tractor Supply - Mobile, AL property under a lease that expires on November 30, 2032 with four 5-year renewal options. |
(5) | Dollar General is a tenant at four of the ExchangeRight Net Leased Portfolio 20 Properties and leases (i) 10,640 SF at the Dollar General - Copley, OH property under a lease that expires on October 31, 2032 and has four 5-year renewal options, (ii) 9,367 SF at the Dollar General - Toledo, OH property under a lease that expires on April 30, 2028 and has four 5-year renewal options, (iii) 9,100 SF at the Dollar General - Griffin, GA property under a lease that expires on February 29, 2032 and has five 5-year renewal options and (iv) 9,100 SF at the Dollar General – Youngstown, OH property under a lease that expires on January 31, 2033 and has four 5-year renewal options. |
(6) | Walgreens is a tenant at two of the ExchangeRight Net Leased Portfolio 20 Properties and leases (i) 14,504 SF at the Walgreens – Mobile, AL property and (ii) 13,494 SF at the Walgreens - Homewood, IL property. Walgreens (i) has the right terminate its lease at the Walgreens - Mobile, AL property, effective as of January 31, 2029 and every five years thereafter until the lease expires on January 31, 2079 and (ii) has the right terminate its lease at the Walgreens - Homewood, IL property, effective as of August 31, 2029 and every five years thereafter until the lease expires on August 31, 2054. |
(7) | Advance Auto Parts is a tenant at three of the ExchangeRight Net Leased Portfolio 20 Properties and leases (i) 6,987 SF at the Advance Auto Parts – Columbus, OH property under a lease that expires on November 30, 2031 and has three 5-year renewal options, (ii) 6,912 SF at the Advance Auto Parts – Humble, TX property under a lease that expires on July 31, 2031 and has three 5-year renewal options, (iii) 6,895 SF at the Advance Auto Parts – San Antonio, TX property under a lease that expires on June 30, 2029 and has four 5-year renewal options, |
(8) | BioLife Plasma Services LP (Baxalta) has three 5-year renewal options. |
(9) | Napa Auto Parts has four 5-year renewal options. |
(10) | Fresenius Medical Care has three 5-year renewal options. |
(11) | Verizon Wireless has two 5-year renewal options. |
The following table presents certain information relating to the lease rollover schedule at the ExchangeRight Net Leased Portfolio 20 Properties:
Lease Rollover Schedule(1) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling | Total UW Base Rent Rolling | Approx. % of Total Base Rent Rolling | Approx. Cumulative % of Total Base Rent Rolling |
MTM | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2018 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2019 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2020 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2021 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2022 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2023 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2024 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2025 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2026 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2027 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2028 | 3 | 36,709 | 15.6% | 15.6% | $21.16 | $776,824 | 19.6% | 19.6% |
2029 & Beyond | 13 | 197,942 | 84.4% | 100.0% | $16.07 | $3,180,048 | 80.4% | 100.0% |
Vacant | 0 | 0 | 0.0% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 16 | 234,651 | 100.0% | $16.86 | $3,956,872 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
54
Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
The Market. The ExchangeRight Net Leased Portfolio 20 Properties are located across nine states and 15 distinct markets. The following table presents certain market information relating to the ExchangeRight Net Leased Portfolio 20 Properties:
Market Summary | ||||
Property Name | Market(1) | Market Vacancy(1) | Rental Rate PSF | |
Actual(2) | Market(1) | |||
Pick ‘n Save - Grafton, WI | Milwaukee Retail | 12.8% | $12.49 | $15.00 |
BioLife Plasma Services LP | Memphis Office | 24.3% | $35.55 | $36.60(3) |
Walgreens - Mobile, AL | Mobile MSA Retail | 7.3% | $25.51 | $24.58(3) |
Tractor Supply - Tallahassee, FL | Tallahassee MSA Retail | 4.0% | $14.78 | $14.75 |
Verizon Wireless - Columbia, SC | Columbia Retail | 11.6% | $59.50 | $60.00 |
Tractor Supply - Mobile, AL | Mobile MSA Retail | 7.3% | $12.03 | $11.00 |
Fresenius Medical Care - Warren, OH | Youngstown/Warren/Boardman Office | 5.4% | $22.64 | $29.21(3) |
Walgreens - Homewood, IL | Chicago Retail | 12.6% | $13.36 | $15.00 |
Advance Auto Parts - San Antonio, TX | San Antonio Retail | 9.0% | $18.25 | $18.00 |
Advance Auto Parts - Humble, TX | Houston Retail | 11.2% | $17.94 | $18.00 |
Dollar General - Copley, OH | Akron MSA Retail | 4.3% | $10.81 | $10.00 |
Advance Auto Parts - Columbus, OH | Columbus Retail | 12.9% | $13.78 | $15.75(3) |
Napa Auto Parts - Pekin, IL | Peoria MSA | 4.9% | $6.86 | $7.00 |
Dollar General - Toledo, OH | Toledo MSA Retail | 4.6% | $10.99 | $10.00 |
Dollar General - Youngstown, OH | Youngstown MSA Retail | 3.9% | $10.47 | $10.00 |
Dollar General - Griffin, GA | Atlanta Retail | 5.3% | $10.36 | $10.50 |
Wtd. Avg.(4) | 9.7% | $16.28 | $17.20 |
(1) | Information is based on the appraisals. |
(2) | Information is based on the underwritten rent roll. |
(3) | Information is based on the appraisals, which surveyed comparable first generation rents for similar properties. |
(4) | Wtd. Avg. Market Vacancy is based on each property’s SF. |
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 ExchangeRight Net Leased Portfolio 20 Properties:
Cash Flow Analysis | ||||||
2015(1) | 2016(1) | 2017(1) | UW | UW PSF | ||
Gross Potential Rent(2) | N/A | N/A | N/A | $3,956,872 | $16.86 | |
Total Recoveries(3) | N/A | N/A | N/A | $573,918 | $2.45 | |
Less Vacancy & Credit Loss | N/A | N/A | N/A | ($229,238) | ($0.98) | |
Effective Gross Income | N/A | N/A | N/A | $4,301,553 | $18.33 | |
Total Operating Expenses(4) | N/A | N/A | N/A | $703,012 | $3.00 | |
Net Operating Income | N/A | N/A | N/A | $3,598,541 | $15.34 | |
Capital Expenditures | N/A | N/A | N/A | $23,923 | $0.10 | |
TI/LC | N/A | N/A | N/A | $42,866 | $0.18 | |
Net Cash Flow | N/A | N/A | N/A | $3,531,752 | $15.05 | |
Occupancy %(5) | 100.0% | 100.0% | 100.0% | 94.9% | ||
NOI DSCR | N/A | N/A | N/A | 2.20x | ||
NCF DSCR | N/A | N/A | N/A | 2.16x | ||
NOI Debt Yield | N/A | N/A | N/A | 9.4% | ||
NCF Debt Yield | N/A | N/A | N/A | 9.2% | ||
(1) | Historical cash flows are unavailable as the ExchangeRight Net Leased Portfolio 20 Properties were acquired by the borrower sponsors between February 6, 2018 and February 22, 2018. The sellers of the ExchangeRight Net Leased Portfolio 20 Properties did not provide historical operating statements to the ExchangeRight Net Leased Portfolio 20 Borrower. |
(2) | UW Gross Potential Rent is based on in-place rent per lease. |
(3) | UW Total Recoveries are underwritten based on tenant leases. There are no reimbursements at three of the properties as tenants pay their respective property expenses directly. |
(4) | UW Total Operating Expenses include real estate taxes, actual insurance premiums, repairs and maintenance and management fees calculated as 3.0% of the ExchangeRight Net Leased Portfolio 20 Properties’ effective gross income. |
(5) | UW Occupancy % is based on underwritten economic vacancy of 5.1%. The ExchangeRight Net Leased Portfolio was 100.0% leased as of March 1, 2018. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
55
Various | Collateral Asset Summary – Loan No. 5 ExchangeRight Net Leased | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $38,457,000 61.5% 2.16x 9.4% |
Escrows and Reserves. The ExchangeRight Net Leased Portfolio 20 Mortgage Loan documents provide for upfront escrows in the amount of $111,935 for real estate taxes, $3,549 for insurance premiums, $57,416 for outstanding replacement reserves allocated solely to the Walgreens – Homewood, IL property, $900,000 for tenant improvement and leasing commissions ($400,000 of which is allocated solely to the Pick n’ Save Grafton, WI property) and $17,835 for deferred maintenance. Additionally, the ExchangeRight Net Leased Portfolio 20 Mortgage Loan documents provide for ongoing monthly escrows of $44,282 for real estate taxes, $3,549 for insurance premiums and other assessments, $1,994 for replacement reserves, and, if an event of default is continuing, $13,688 for tenant improvement and leasing commissions (“TI/LC”).
Notwithstanding the foregoing, the ExchangeRight Net Leased Portfolio 20 Borrower will not be required to provide monthly real estate taxes and insurance premiums for direct pay tenants, which are solely the obligation of such tenant and paid directly to the relevant taxing authority or insurance company by such tenant in accordance with such tenant’s lease, for so long as (i) no event of default under the ExchangeRight Net Leased Portfolio 20 Mortgage Loan has occurred and is continuing, (ii) the ExchangeRight Net Leased Portfolio 20 Borrower provides proof of payment by the tenant (or the ExchangeRight Net Leased Portfolio 20 Borrower) directly to the taxing authority or the applicable insurance company on or before 15 days prior to the delinquency date of such taxes, (iii) the lease(s) with the applicable tenant(s) will be and will continue to be in full force and effect and will not be subject to any default beyond any applicable grace or notice and cure period by either the ExchangeRight Net Leased Portfolio 20 Borrower or the tenant, and (iv) no material adverse change has, in the lender’s reasonable determination, occurred with respect to the applicable tenant such that the ability to timely pay the taxes or insurance premiums that the applicable tenant is required to pay pursuant to its lease has been materially jeopardized. In addition, the ExchangeRight Net Leased Portfolio 20 Borrower is not required to make deposits into a capital reserve subaccount with respect to the aggregate number of rentable SF at the ExchangeRight Net Leased Portfolio 20 Properties for which the tenants are obligated under their applicable leases to pay capital expenses for their respective premises, for so long as (i) no event of default under the ExchangeRight Net Leased Portfolio 20 Mortgage Loan has occurred and is continuing, (ii) the ExchangeRight Net Leased Portfolio 20 Borrower provides proof of payment by all applicable tenants of the payment of all such capital expenses promptly following request by the lender, (iii) the leases with the applicable tenants are and continue to be in full force and effect and are not subject to any default beyond any applicable grace or notice and cure period, and (iv) no material adverse change has, in the lender’s reasonable determination, occurred with respect to the applicable tenant such that the ability to timely pay the capital expenses for its respective premises pursuant to its lease has been materially jeopardized. If an event of default has occurred and is continuing, the ExchangeRight Net Leased Portfolio 20 Borrower is required to deposit $13,688 on a monthly basis into the TI/LC reserve and any sum or termination fee payable to the ExchangeRight Net Leased Portfolio 20 Borrower or the Master Lessee. In the event BioLife Plasma Services LP exercises its early termination option under its lease, the ExchangeRight Net Leased Portfolio 20 Borrower will (or will cause the Master Lessee or manager to) promptly deposit with lender the lease termination payment received by the ExchangeRight Net Leased Portfolio 20 Borrower or the Master Lessee under the BioLife Plasma Services LP lease less an amount equal to one months’ rent that would have otherwise been payable under the BioLife Plasma Services LP lease at the time in question.
Lockbox and Cash Management.The ExchangeRight Net Leased Portfolio 20 Mortgage Loan is structured with a hard lockbox and springing cash management. All rents are required to be paid directly into an eligible account maintained by the ExchangeRight Net Leased Portfolio 20 Borrower at a local bank selected by the ExchangeRight Net Leased Portfolio 20 Borrower, which is required at all times to be an eligible institution. Without in any way limiting the foregoing, if the ExchangeRight Net Leased Portfolio 20 Borrower, the Master Lessee or the manager receive any rents, then (i) such amounts will be deemed to be collateral for the ExchangeRight Net Leased Portfolio 20 Mortgage Loan and will be held in trust by the ExchangeRight Net Leased Portfolio 20 Borrower, the Master Lessee or the manager, as applicable, for the benefit, and as the property, of the lender, (ii) such amounts may not be commingled with any other funds or property of the ExchangeRight Net Leased Portfolio 20 Borrower, the Master Lessee, or the manager and (iii) the ExchangeRight Net Leased Portfolio 20 Borrower, the Master Lessee, or the manager, as applicable, is required to deposit such amounts into a clearing account within two business days of receipt. Funds deposited into the clearing account will be swept by the clearing bank on a daily basis into the Master Lessee’s operating account at the clearing bank, unless a Cash Management Period (as defined below) is continuing, in which event such funds will be swept on a daily basis into an eligible account at a deposit bank controlled by the lender. To the extent any Cash Management Period expires or terminates, any funds deposited into the clearing account will be swept by the clearing bank on a daily basis into the Master Lessee’s operating account by the lender’s delivery of a notice to the clearing bank, with the lender being entitled to send a subsequent notice to the clearing bank upon the occurrence of a subsequent Cash Management Period to redirect all amounts from the clearing account to the deposit account.
A “Cash Management Period” will commence upon the lender giving notice to the clearing bank of the occurrence of any of the following: (i) a default or an event of default, (ii) if, as of the last day of any calendar quarter during the term, the debt service coverage ratio is less than 1.50x or (iii) on March 1, 2025, to the extent a qualified transfer (i.e., the transfer of all outstanding ownership interest in the ExchangeRight Net Leased Portfolio 20 Borrower to an approved transferee (that is not Delaware statutory trust) and the replacement of the guarantors with an acceptable replacement guarantor) has not occurred as of such date; and will end upon the lender giving notice to the clearing bank that the sweeping of funds into the deposit account may cease, which notice the lender will only be required to give if (1) the ExchangeRight Net Leased Portfolio 20 Mortgage Loan and all other obligations under the loan documents have been repaid in full or (2) the maturity date has not occurred and (A) with respect to the matters described in clause (i) above, such event of default has been cured and no other event of default has occurred and is continuing, (B) with respect to the matter described in clause (ii) above, the lender has determined that the ExchangeRight Net Leased Portfolio 20 Properties have achieved a debt service coverage ratio of at least 1.55x for two consecutive calendar quarters, or (C) with respect to the matter described in clause (iii) above, a qualified transfer has occurred.
Right of First Refusal. Each sole tenant at the Tractor Supply - Tallahassee, FL property, the Tractor Supply - Mobile, AL property, Walgreens - Mobile, AL property and the Walgreens - Homewood, IL property has a right of first refusal to purchase the related property in the event of a proposed sale of such property to an unaffiliated third party. Each right of first refusal has been subordinated to the ExchangeRight Net Leased Portfolio 20 Mortgage Loan. See“Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First Refusal”.
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity.Not permitted.
Release of Property. Not permitted.
Terrorism Insurance.The ExchangeRight Net Leased Portfolio 20 Mortgage Loan documents require that an “all risk” insurance policy be maintained by the ExchangeRight Net Leased Portfolio 20 Borrower and such policy must provide coverage for terrorism in an amount equal to the full replacement cost of the ExchangeRight Net Leased Portfolio 20 Properties,provided that such coverage is available. The ExchangeRight Net Leased Portfolio 20 Mortgage Loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 180-day extended period of indemnity.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller(1): | CCRE | Single Asset/Portfolio: | Portfolio | ||||
Original Balance(2): | $37,580,000 | Location: | Various, CA | ||||
Cut-off Date Balance(2): | $37,580,000 | General Property Type: | Various | ||||
% of Initial Pool Balance: | 4.5% | Detailed Property Type: | Various | ||||
Loan Purpose: | Refinance | Title Vesting(3): | Various | ||||
Borrower Sponsor: | The Abbey Company | Year Built/Renovated: | Various/Various | ||||
Mortgage Rate: | 4.8900% | Size: | 2,194,425 SF | ||||
Note Date: | 2/6/2018 | Cut-off Date Balance per SF(2): | $104 | ||||
First Payment Date: | 3/6/2018 | Maturity Date Balance per SF(2): | $96 | ||||
Maturity Date: | 2/6/2028 | Property Manager: | The Abbey Management Company, LLC (borrower-related) | ||||
Original Term to Maturity: | 120 months | ||||||
Original Amortization Term: | 360 months | ||||||
IO Period: | 60 months | ||||||
Seasoning: | 1 month | ||||||
Prepayment Provisions(4): | LO (25); DEF (89); O (6) | ||||||
Lockbox/Cash Mgmt Status: | Hard/Springing | ||||||
Additional Debt Type: | Pari Passu | Underwriting and Financial Information | |||||
Additional Debt Balance(2): | $191,720,000 | UW NOI: | $23,386,272 | ||||
Future Debt Permitted (Type): | No (N/A) | UW NOI Debt Yield(2): | 10.2% | ||||
Reserves(5) | UW NOI Debt Yield at Maturity(2): | 11.1% | |||||
Type | Initial | Monthly | Cap | UW NCF DSCR(2): | 1.90x (IO) 1.48x (P&I) | ||
RE Tax: | $0 | $219,172 | N/A | Most Recent NOI: | $20,073,199 (10/31/2017 TTM) | ||
Insurance: | $0 | Springing | N/A | 2nd Most Recent NOI: | $19,069,526 (12/31/2016) | ||
TI/LC: | $8,000,000 | $228,586 | $5,000,000 | 3rd Most Recent NOI: | $17,503,313 (12/31/2015) | ||
Replacements: | $0 | $35,400 | $1,000,000 | Most Recent Occupancy: | 83.8% (1/31/2018) | ||
Deferred Maintenance: | $977,151 | $0 | N/A | 2nd Most Recent Occupancy: | 80.5% (12/31/2016) | ||
Free Rent: | $1,107,960 | $0 | N/A | 3rd Most Recent Occupancy: | 73.8% (12/31/2015) | ||
Outstanding TI/LC: | $1,559,061 | $0 | N/A | Appraised Value (as of): | $386,140,000 (Various) | ||
Ground Lease Extension: | $1,000,000 | Springing | (6) | Cut-off Date LTV Ratio(2): | 59.4% | ||
Ground Rent: | $219,743 | $109,872 | N/A | Maturity Date LTV Ratio(2): | 54.7% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $229,300,000 | 98.6% | Loan Payoff: | $215,200,917 | 92.6% | |
Other Sources(7): | $1,635,345 | 0.7% | Reserves: | $12,863,915 | 5.5% | |
Borrower Equity: | $1,560,056 | 0.7% | Closing Costs: | $4,430,569 | 1.9% | |
Total Sources: | $232,495,401 | 100.0% | Total Uses: | $232,495,401 | 100.0% |
(1) | The SoCal Portfolio Whole Loan was co-originated by Citi Real Estate Funding Inc. (“CREFI”) and Barclays Bank PLC (“Barclays”). CCRE purchased The SoCal Portfolio Mortgage Loan (as defined below) from CRFFI prior to the date hereof. |
(2) | The original principal balance represents a portion of The SoCal Portfolio Whole Loan (as defined below), which is comprised of sixpari passupromissory notes with an aggregate original principal balance of $229,300,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of The SoCal Portfolio Whole Loan. |
(3) | 20 of The SoCal Portfolio Properties (as defined below) are owned in Fee Simple, three are leasehold ownership interests and one property is owned in a partially fee simple and a partially leasehold ownership interest. See the “Portfolio Summary” table in“The Properties”below. |
(4) | The lockout period for defeasance will be at least 25 payment dates beginning with and including the first payment date of March 6, 2018. Following the lockout period, The SoCal Portfolio Borrower (as defined below) has the right to defease The SoCal Portfolio Whole Loan in whole or in part (as described below under “Releases of Property”), on any date before September 6, 2027. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized or (ii) February 6, 2021. |
(5) | See “Escrows and Reserves” below for further discussion of reserve requirements. |
(6) | Two of the leasehold properties, the Cityview Plaza Property and the Anaheim Stadium Property, have ground leases that expire September 30, 2035 and April 30, 2034, respectively. The related borrowers are required to extend the terms of the related ground leases by February 6, 2020, pursuant to terms reasonably acceptable to the lender. In the event the related ground lease terms are not extended by February 6, 2020, the borrowers are required to commence making monthly deposits of $55,000 into the ground lease extension reserve until the ground lease extension reserve contains an amount equal to the allocated loan amount of the applicable property or properties for which the ground lease was not extended, up to a cap of $6,250,000. |
(7) | Other Sources represents the return of taxes and insurance funds that were held in reserve in connection with the prior loan encumbering The SoCal Portfolio Properties. |
The Mortgage Loan. The sixth largest mortgage loan (“The SoCal Portfolio Mortgage Loan”) is part of a whole loan (“The SoCal Portfolio Whole Loan”) evidenced by sixpari passu notes with an aggregate original principal balance of $229,300,000. The SoCal Portfolio Whole Loan is secured by a first mortgage encumbering the borrowers’ fee simple and leasehold interests in 24 properties (“The SoCal Portfolio Properties”) primarily located in southern California. The SoCal Portfolio Properties consist of ten retail, eight office, three mixed-use and three industrial properties totaling 2,194,425 SF. Promissory Note A-1-4, with an original principal balance of $37,580,000, represents The SoCal Portfolio Mortgage Loan and will be included in the UBS 2018-C9 Trust. The SoCal Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the CGCMT 2018-B2 Trust. The below table summarizes the remaining promissory notes, which were either previously securitized or are currently held by CREFI and Barclays and are expected to
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
be contributed to one or more future securitization transactions or may be otherwise transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling Service Agreement” in the Preliminary Prospectus.
The SoCal Portfolio Whole Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The SoCal Portfolio Whole Loan requires interest-only payments through and including the monthly payment date in February 2023 followed by payments of principal and interest for the remaining term of The SoCal Portfolio Whole Loan. The scheduled maturity date of The SoCal Portfolio Whole Loan is the monthly payment date in February 2028. At any time after the earlier of February 6, 2021 and the second anniversary of the securitization of the last portion of The SoCal Portfolio Whole Loan, The SoCal Portfolio Whole Loan may be defeased with certain direct full faith and credit obligations of the United States of America or other obligations that are “government securities” permitted under The SoCal Portfolio Whole Loan documents. Voluntary prepayment of The SoCal Portfolio Whole Loan is permitted on or after the monthly payment date occurring in September 2027 without payment of any prepayment premium.
The SoCal Portfolio Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Anticipated Note Holder | Controlling Piece |
Note A-1-1 | $50,000,000 | $50,000,000 | CGCMT 2018-B2(1) | Yes |
Note A-1-2 | $35,000,000 | $35,000,000 | CREFI | No |
Note A-1-3 | $15,000,000 | $15,000,000 | CREFI | No |
Note A-1-4 | $37,580,000 | $37,580,000 | UBS 2018-C9 | No |
Note A-2-1 | $45,000,000 | $45,000,000 | WFCM 2018-C43(2) | No |
Note A-2-2 | $46,720,000 | $46,720,000 | Barclays | No |
Total | $229,300,000 | $229,300,000 |
(1) | Promissory Note A-1-1 is currently held by CREFI, or an affiliate thereof, and is expected to be contributed to CGCMT 2018-B2, which is expected to close on or about March 20, 2018. |
(2) | Promissory Note A-2-1 is currently held by Barclays, or an affiliate thereof, and is expected to be contributed to WFCM 2018-C43, which is expected to close on or about March 27, 2018. |
The SoCal Portfolio Whole Loan, which accrues interest at a rate of 4.89000%per annum, was co-originated by CREFI and Barclays on February 6, 2018, had an original principal balance of $229,300,000 and has an outstanding principal balance as of the Cut-off Date of $229,300,000. The proceeds of The SoCal Portfolio Whole Loan were primarily used to refinance The SoCal Portfolio Properties, fund reserves and pay origination costs.
The Borrowers and the Borrower Sponsor. The borrowers are 27 different single-purpose, single-asset entities that are 99.0% owned by Abbey-Properties LLC and 1.0% owned by DGA Properties LLC. DGA Properties LLC is wholly owned by Abbey-Properties LLC, which is wholly owned by The Abbey Companies LLC, which is wholly owned by Donald G. Abbey, an individual. A non-consolidation opinion has been delivered in connection with the origination of The SoCal Portfolio Whole Loan. Donald G. Abbey is the non-recourse carveout guarantor of The SoCal Portfolio Whole Loan.
The Abbey Company is a privately held real estate investment and management firm founded in 1990 by Donald G. Abbey, who possesses 33 years of experience in the real estate industry. The Abbey Company acquires multi-tenant commercial properties in southern California and has established a local presence in the southern California market with offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego and Sacramento counties. The Abbey Company handles all aspects of real estate ownership, including in-house leasing, management, construction, property services and acquisitions. The Abbey Company has a senior management team of 8 professionals and over 75 total employees with a current portfolio size of over 34 properties encompassing around 2.3 million SF and near 1,000 tenants.
The Properties. The SoCal Portfolio Properties are 24 properties totaling 2,194,425 SF located primarily in southern California. The SoCal Portfolio Properties were built between 1968 and 1991 and range in size from 12,610 SF to 265,898 SF. The breakdown of property types across The SoCal Portfolio Properties is ten retail, eight office, three mixed-use and three industrial properties. The borrower sponsor has owned all of The SoCal Portfolio Properties for at least 16 years with 20 of the 24 properties acquired by the borrower sponsor prior to 2000. The SoCal Portfolio properties exhibited a total portfolio occupancy of 83.8% as of January 31, 2018 with individual property occupancy rates ranging from 47.0% at the Fresno Airport Property (0.4% of the allocated loan amount) to 100.0% at five of The SoCal Portfolio Properties (with a combined allocated loan amount of 12.8%). No individual tenant makes up more than 4.8% of total UW base rent or 4.0% of total SF across The SoCal Portfolio Properties. See the tables below for additional information related to The SoCal Portfolio Properties.
The following table presents certain information related to the property types of The SoCal Portfolio Properties:
The SoCal Portfolio Property Type Summary | |||||||||
Property Type | Number of Properties | Building SF | % of Total Building SF | Cut-off Date Allocated Whole Loan Amount | % of Cut-off Date Allocated Whole Loan Amount | UW NCF | % of UW NCF | ||
Office | 8 | 880,804 | 40.1% | $82,634,684 | 36.0% | $7,980,791 | 37.0% | ||
Retail | 10 | 563,890 | 25.7% | $79,285,474 | 34.6% | $6,943,789 | 32.2% | ||
Mixed Use | 3 | 364,302 | 16.6% | $49,875,359 | 21.8% | $5,116,034 | 23.7% | ||
Industrial | 3 | 385,429 | 17.6% | $17,504,484 | 7.6% | $1,544,381 | 7.2% | ||
Total/Wtd. Avg. | 24 | 2,194,425 | 100.0% | $229,300,000 | 100.0% | $21,584,994 | 100.0% | ||
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
The following table describes each property comprising The SoCal Portfolio Properties by descending Allocated Cut-off Date Loan Amount:
Portfolio Summary(1) | |||||||||
Property Name | Location(1) | Year Built/ Renovated | Net Rentable Area (SF) | UW NCF(2) | % of UW NCF) | Allocated Cut-off Date Loan Amount(2) | % of Cut-off Date Loan Amount | Appraised Value | % of Appraised Value |
Aliso Viejo Commerce Center | Aliso Viejo, CA | 1989/N/A | 65,107 | $1,896,599 | 8.8% | $27,761,791 | 12.1% | $39,500,000 | 10.2% |
Transpark Commerce | Ontario, CA | 1984/N/A | 204,099 | $1,975,390 | 9.2% | $25,143,236 | 11.0% | $35,300,000 | 9.1% |
Wimbledon | Victorville, CA | 1987/N/A | 123,948 | $2,138,158 | 9.9% | $22,230,241 | 9.7% | $30,700,000 | 8.0% |
Palmdale Place(3) | Palmdale, CA | 1985/N/A | 129,294 | $1,870,706 | 8.7% | $16,250,000 | 7.1% | $31,700,000 | 8.2% |
Sierra Gateway | Palmdale, CA | 1991/N/A | 133,851 | $1,379,517 | 6.4% | $14,800,000 | 6.5% | $23,000,000 | 6.0% |
Fresno Industrial Center | Fresno, CA | 1989/N/A | 265,898 | $1,088,754 | 5.0% | $14,000,000 | 6.1% | $19,400,000 | 5.0% |
Upland Freeway | Upland, CA | 1987/N/A | 116,061 | $1,403,672 | 6.5% | $13,032,927 | 5.7% | $21,100,000 | 5.5% |
Commerce Corporate Center | Commerce, CA | 1974/2017 | 68,513 | $1,062,479 | 4.9% | $13,000,000 | 5.7% | $18,700,000 | 4.8% |
Moreno Valley | Moreno Valley, CA | 1986/N/A | 111,060 | $1,107,170 | 5.1% | $11,395,118 | 5.0% | $16,100,000 | 4.2% |
Airport One Office Park(4) | Long Beach, CA | 1988/2006 | 88,284 | $1,150,337 | 5.3% | $11,394,743 | 5.0% | $16,100,000 | 4.2% |
Colton Courtyard | Colton, CA | 1989/N/A | 122,082 | $818,625 | 3.8% | $7,375,987 | 3.2% | $20,300,000 | 5.3% |
The Abbey Center | Palm Springs, CA | 1982/N/A | 67,335 | $604,031 | 2.8% | $7,244,116 | 3.2% | $10,800,000 | 2.8% |
Upland Commerce Center | Upland, CA | 1986/2006 | 47,677 | $615,856 | 2.9% | $6,879,276 | 3.0% | $12,000,000 | 3.1% |
Diamond Bar | Diamond Bar, CA | 1980/N/A | 20,528 | $569,477 | 2.6% | $6,650,000 | 2.9% | $9,170,000 | 2.4% |
Atlantic Plaza | Long Beach, CA | 1968/2017 | 32,728 | $503,018 | 2.3% | $6,000,000 | 2.6% | $8,650,000 | 2.2% |
Ming Office Park | Bakersfield, CA | 1981/2015 | 117,924 | $473,760 | 2.2% | $5,552,589 | 2.4% | $18,100,000 | 4.7% |
10th Street Commerce Center | Lancaster, CA | 1980/N/A | 96,589 | $542,057 | 2.5% | $4,913,128 | 2.1% | $18,900,000 | 4.9% |
Cityview Plaza(5) | Garden Grove, CA | 1984/N/A | 148,271 | $1,267,358 | 5.9% | $4,500,000 | 2.0% | $8,850,000 | 2.3% |
Garden Grove Town Center | Garden Grove, CA | 1987/N/A | 12,610 | $266,471 | 1.2% | $3,502,732 | 1.5% | $4,770,000 | 1.2% |
30th Street Commerce Center | Palmdale, CA | 1987/N/A | 33,020 | $190,568 | 0.9% | $1,875,896 | 0.8% | $7,130,000 | 1.8% |
Mt. Vernon Commerce Center | Colton, CA | 1989/N/A | 29,600 | $193,115 | 0.9% | $1,754,484 | 0.8% | $3,420,000 | 0.9% |
Anaheim Stadium Industrial(6) | Anaheim, CA | 1981/N/A | 89,931 | $262,511 | 1.2% | $1,750,000 | 0.8% | $3,360,000 | 0.9% |
25th Street Commerce Center | Palmdale, CA | 1989/N/A | 17,488 | $137,447 | 0.6% | $1,293,737 | 0.6% | $4,320,000 | 1.1% |
Fresno Airport | Fresno, CA | 1980/N/A | 52,527 | $67,919 | 0.3% | $1,000,000 | 0.4% | $4,770,000 | 1.2% |
Total/Wtd. Avg. | 2,194,425 | $21,584,994 | 100.0% | $229,300,000 | 100.0% | $386,140,000 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
(2) | Based on The SoCal Portfolio Whole Loan Allocated loan amounts. |
(3) | One of the eight buildings of the Palmdale Place Property is encumbered by a ground lease with an initial expiration date of March 31, 2052. Thereafter, the ground lease has three, 10-year renewal options remaining. |
(4) | The Airport One Office Park Property is encumbered by a ground lease with an initial expiration of January 12, 2040. Thereafter, the ground lease has two, five-year renewal options remaining. |
(5) | The Cityview Plaza Property is encumbered by a ground lease with an expiration date of September 30, 2035. |
(6) | The Anaheim Stadium Industrial Property is encumbered by a ground lease with an expiration date of April 30, 2034. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
The following table presents certain information relating to the largest leases within The SoCal Portfolio:
Tenant Summary | |||||||||
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(1) | Tenant SF | % of SF | UW Base Rent(2) | % of Total UW Base Rent(2) | UW Base Rent PSF(2)(3) | Lease Expiration | Renewal/ Extension Options | |
The Capital Group Companies | NR/NR/NR | 88,284 | 4.0% | $1,517,300 | 4.8% | $17.19 | 4/30/2025 | 2, 5-year options | |
County of Los Angeles(4) | AA-/Aa2/AA | 58,755 | 2.7% | $1,252,415 | 3.9% | $21.32 | 2/29/2020 | NAV | |
Antelope Valley Community College District | NR/Aa2/AA | 50,720 | 2.3% | $1,092,031 | 3.4% | $21.53 | 10/31/2046 | 4, 15-year options | |
County of San Bernardino | AA+/A1/AA- | 34,469 | 1.6% | $992,034 | 3.1% | $28.78 | 9/30/2024 | 2, 5-year options | |
GSA (United States of America)(5) | AAA/Aaa/AA+ | 30,483 | 1.4% | $884,656 | 2.8% | $29.02 | Various | NAV | |
Heritage Victor Valley Medical Group(6) | NR/NR/NR | 41,875 | 1.9% | $814,387 | 2.6% | $19.45 | Various | 1, 3-year option | |
Fiat Chrysler Automobiles | BB/Baa3/BB+ | 27,965 | 1.3% | $630,690 | 2.0% | $22.55 | 7/31/2028 | 2, 5-year options | |
The Abbey Management Co LLC(7) | NR/NR/NR | 27,663 | 1.3% | $616,225 | 1.9% | $22.28 | Various | NAV | |
Stantec Consulting Services Inc. | NR/NR/NR | 25,203 | 1.1% | $553,458 | 1.7% | $21.96 | 3/31/2023 | 3, 5-year options | |
Candor-AGS, Inc. | NR/NR/NR | 125,183 | 5.7% | $527,796 | 1.7% | $4.22 | 5/31/2020 | 2, 3-year options | |
Ten Largest Tenants | 510,600 | 23.3% | $8,880,993 | 27.8% | $17.39 | ||||
Remaining Tenants | 1,328,177 | 60.5% | $23,013,546 | 72.2% | $17.33 | ||||
Vacant | 355,648 | 16.2% | $0 | 0.0% | $0.00 | ||||
Total/Wtd. Avg. | 2,194,425 | 100.0% | $31,894,539 | 100.0% | $17.35 |
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | UW Base Rent, % of Total UW Base Rent and UW Base Rent PSF include contractual rent steps ($599,676) through February 2019 and the present value of rent steps for credit tenants ($488,001). |
(3) | Wtd. Avg. UW Base Rent PSF excludes vacant space. |
(4) | The County of Los Angeles leases 49,500 SF used by the Department of Children and Family Services expiring February 29, 2020 and 9,255 SF used by the Department of Mental Health on a month-to-month basis. The 9,255 SF space has been month-to-month since August 31, 2017 while the County of Los Angeles has been negotiating a lease renewal at the Palmdale Place Property. |
(5) | GSA (United States of America) leases its 30,483 SF across four of The SoCal Portfolio Properties. 8,892 SF expires on January 14, 2019, 8,434 SF expires on January 31, 2022, 4,996 SF expires on May 16, 2025, 3,929 SF expires on March 31, 2018, 3,000 SF expires on August 5, 2021, and 1,232 SF expires on December 20, 2022. There are no renewal or termination options associated with any of the GSA (United States of America) space. GSA (United States of America) has the option to terminate the 8,892 SF space that expires on January 14, 2019 at any time by giving at least 180 days’ prior written notice. GSA (United States of America) has the option to terminate the 4,996 SF that expires on May 16, 2025 at any time after May 16, 2020 by giving at least 90 days’ prior written notice. |
(6) | Heritage Victor Valley Medical Group leases 12,915 SF that expires September 30, 2024, 12,283 SF that expires October 31, 2018, 5,151 SF that expires November 30, 2018, 4,384 SF that expires April 30, 2020, 3,942 SF that expires January 31, 2020 and 3,200 SF that expires February 29, 2024. Heritage Victor Valley Medical Group has one, three-year renewal options with 180 days’ notice related to the 12,283 SF space that expires October 31, 2018. |
(7) | The Abbey Management Co LLC leases 27,663 across eight of The SoCal Portfolio Properties. 10,018 SF expires on May 31, 2020, 5,519 SF expires on August 31, 2022, 3,715 SF expires on May 31, 2018, 3,199 SF expires on January 31, 2021, 2,368 SF expires on August 31, 2018, 1,278 SF expires on November 30, 2022, 945 SF expires on November 30, 2020 and 621 SF expires on September 30, 2022. There are no renewal options associated with any of The Abbey Management Co LLC space. The Abbey Management Co LLC tenant may terminate any of its space upon 30 days’ notice. |
The following table presents certain information relating to the lease rollover schedule within The SoCal Portfolio:
Lease Rollover Schedule(1)(2) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling(3) | Total UW Base Rent Rolling(3) | Approx. % of Total Rent Rolling | Approx. Cumulative % of Total Rent Rolling |
MTM | 9 | 25,194 | 1.1% | 1.1% | $15.87 | $399,849 | 1.3% | 1.3% |
2018 | 67 | 214,118 | 9.8% | 10.9% | $16.78 | $3,593,142 | 11.3% | 12.5% |
2019 | 97 | 249,933 | 11.4% | 22.3% | $16.16 | $4,039,741 | 12.7% | 25.2% |
2020 | 93 | 398,320 | 18.2% | 40.4% | $14.09 | $5,610,555 | 17.6% | 42.8% |
2021 | 62 | 165,102 | 7.5% | 48.0% | $19.66 | $3,246,167 | 10.2% | 53.0% |
2022 | 65 | 212,902 | 9.7% | 57.7% | $18.86 | $4,015,405 | 12.6% | 65.5% |
2023 | 29 | 170,313 | 7.8% | 65.4% | $15.92 | $2,710,868 | 8.5% | 74.0% |
2024 | 13 | 90,138 | 4.1% | 69.5% | $24.05 | $2,167,815 | 6.8% | 80.8% |
2025 | 11 | 156,516 | 7.1% | 76.7% | $18.26 | $2,858,241 | 9.0% | 89.8% |
2026 | 4 | 24,625 | 1.1% | 77.8% | $19.49 | $479,916 | 1.5% | 91.3% |
2027 | 5 | 35,657 | 1.6% | 79.4% | $14.57 | $519,565 | 1.6% | 92.9% |
2028 | 4 | 45,239 | 2.1% | 81.5% | $25.67 | $1,161,245 | 3.6% | 96.6% |
2029 & Thereafter | 1 | 50,720 | 2.3% | 83.8% | $21.53 | $1,092,031 | 3.4% | 100.0% |
Vacant | 0 | 355,648 | 16.2% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 460 | 2,194,425 | 100.0% | $17.35 | $31,894,539 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule. |
(3) | UW Base Rent PSF Rolling and Total UW Base Rent Rolling excludes vacant space. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
The Market.The SoCal Portfolio Properties are located primarily in southern California within four different metropolitan statistical areas (“MSAs”), the Los Angeles-Long Beach-Anaheim, California MSA, the Riverside-San Bernardino-Ontario, California MSA, the Fresno California MSA and the Bakersfield, California MSA. See the tables below for demographic summaries of each MSA as well as each of The SoCal Portfolio Property’s three-mile radius demographics and third quarter 2017 third party market research provider data for each of The SoCal Portfolio Property’s submarket related to vacancy rates and average asking rents.
The following table presents certain information relating to the four MSAs containing the 24 SoCal Portfolio Properties.
MSA | Estimated 2017 Population | Average Household Income |
Los Angeles-Long Beach-Anaheim, California MSA | 13,505,354 | $95,979 |
Riverside-San Bernardino-Ontario, California MSA | 4,542,092 | $80,989 |
Fresno California MSA | 989,303 | $71,247 |
Bakersfield, California MSA | 897,549 | $71,956 |
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 within The SoCal Portfolio Property:
Cash Flow Analysis | ||||||
2014 | 2015 | 2016 | TTM 10/31/2017 | UW(1) | UW PSF | |
Gross Potential Rent | $22,635,136 | $24,966,236 | $26,195,773 | $27,378,658 | $38,971,360 | $17.76 |
Total Recoveries | $3,383,522 | $3,469,630 | $4,056,635 | $4,228,189 | $3,599,321 | $1.64 |
Other Income | $209,157 | $165,397 | $187,042 | $177,985 | $0 | $0.00 |
Less Vacancy & Credit Loss | $0 | $0 | $0 | $0 | ($7,104,585) | ($3.24) |
Effective Gross Income | $26,227,815 | $28,601,263 | $30,439,450 | $31,784,832 | $35,466,096 | $16.16 |
Total Operating Expenses | $10,967,492 | $11,097,950 | $11,369,925 | $11,711,633 | $12,079,824 | $5.50 |
Net Operating Income | $15,260,323 | $17,503,313 | $19,069,526 | $20,073,199 | $23,386,272 | $10.66 |
TI/LC | $0 | $0 | $0 | $0 | $1,376,463 | $0.63 |
Capital Expenditures | $0 | $0 | $0 | $0 | $424,815 | $0.19 |
Net Cash Flow | $15,260,323 | $17,503,313 | $19,069,526 | $20,073,199 | $21,584,994 | $9.84 |
Occupancy(3) | 73.5% | 73.8% | 80.5% | 83.8% | 83.3% | |
NOI DSCR (P&I) | 1.05x | 1.20x | 1.31x | 1.38x | 1.60x | |
NCF DSCR (P&I) | 1.05x | 1.20x | 1.31x | 1.38x | 1.48x | |
NOI Debt Yield | 6.7% | 7.6% | 8.3% | 8.8% | 10.2% | |
NCF Debt Yield | 6.7% | 7.6% | 8.3% | 8.8% | 9.4% |
(1) | The Increase from 10/31/2017 TTM Base Rent to Underwritten Base Rent is primarily from (i) rent abatements and (ii) new leasing at the 24 SoCal Portfolio Properties. |
(2) | Underwritten Base Rent includes contractual rent steps ($599,676) through February 2019 and the present value of rent steps for credit tenants ($488,001). |
(3) | Occupancy for 10/31/2017 TTM is based off the rent roll dated 1/31/2018. Underwritten Occupancy represents the underwritten economic vacancy of 16.7%. |
Escrows and Reserves.On the origination date of The SoCal Portfolio Whole Loan, proceeds from The SoCal Portfolio Whole Loan funded reserves of (i) $8,000,000 for future tenant improvements and leasing commissions, (ii) $1,559,061 related to outstanding tenant improvements and leasing commissions for existing tenants, (iii) $1,107,960 for free rent related to existing tenants, (iv) $1,000,000 for costs related to extending the ground leases at the Anaheim Stadium Industrial Property and Cityview Plaza Property (v) $977,151 for deferred maintenance and (vi) $219,743 to pay for ground rent payable under the existing terms of the ground leases encumbering The SoCal Portfolio Properties with a leasehold ownership interest.
On each due date, the borrowers will be required to fund (i) one-twelfth of the taxes that the lender estimates will be payable over the then-succeeding 12-month period (initially estimated to be $219,172), (ii) one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then-succeeding 12-month period, provided that insurance is not covered under an acceptable blanket policy, (iii) $35,400 for replacement reserves subject to a cap of $1,000,000, (iv) monthly TI/LC reserve deposits (a) through and including the monthly payment date occurring in February 2023 of approximately $1.25 PSFper annum(initially $228,586) and (b) from and after the monthly payment date occurring in March 2023 $0.75 PSFper annum, and (v) monthly ground rent of $109,872. If the amount in the TI/LC reserve equals or exceeds (a) $5,000,000 through and including the monthly payment date occurring in February 2023 or (b) $2,000,000 from and after the monthly payment date in March 2023 through the Maturity Date, monthly TI/LC reserve payments will be waived, provided monthly TI/LC reserve payments will be reinstated up to the respective TI/LC reserve cap amount once the amount in the TI/LC reserve falls below $5,000,000 through and including the monthly payment date occurring in February 2023 or $2,000,000 from and after the monthly payment date occurring in March 2023 through the Maturity Date. As of the origination date of The SoCal Portfolio Whole Loan, the borrowers satisfied conditions for the monthly insurance reserve to be waived.
Should an applicable borrower not extend the term of the ground lease at either the Cityview Plaza Property or Anaheim Stadium Industrial Property ground leases on or prior to February 6, 2020 pursuant to terms reasonably acceptable by the lender, such borrower is required to commence making monthly deposits into the ground lease extension reserve of $55,000 until the ground lease extension reserve funds reach an amount equal to the allocated loan amount of the applicable property or properties.
Lockbox and Cash Management. The SoCal Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The borrowers were required to send tenant direction letters to all tenants under Major Leases (as defined below) instructing them to deposit all rents and other payments
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Various, CA | Collateral Asset Summary – Loan No. 6 The SoCal Portfolio | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $37,580,000 59.4% 1.48x 10.2% |
into the clearing account controlled by the lender, and any funds received by the borrowers or the property manager are required to be deposited in the lockbox within two business days of receipt. During a Cash Management Trigger Event (as defined below), all funds in the clearing account are required to be transferred on a daily basis into a deposit account established and maintained by the lender, and applied to all required payments and reserves as set forth in The SoCal Portfolio Whole Loan documents. Provided no Trigger Period (as defined below) is continuing, excess cash in the deposit account is required to be disbursed to the borrower in accordance with The SoCal Portfolio Whole Loan documents. To the extent a SoCal Portfolio Trigger Period has occurred and is continuing, excess cash is held by the lender as an additional reserve. Upon an event of default under The SoCal Portfolio Whole Loan, the lender may apply funds held in such order of priority as it may determine.
A “Major Lease” means as to each individual property (i) any lease which, individually or when aggregated with all other leases at the applicable individual property with the same tenant or its affiliate, either (a) accounts for 15% or more of the total gross revenues for the applicable individual property (provided that such lease does not constitute a Major Lease if such lease accounts for less than 0.50% of the total gross revenues for the portfolio), or (b) demises 15,000 rentable square feet or more of the applicable individual property’s gross leasable area (provided that such lease does not constitute a major lease pursuant to this clause (b) if such lease demises less than 0.75% of the total rentable square feet for the portfolio), (ii) any lease which contains any option, offer, right of first refusal or other similar entitlement to purchase all or any portion of any individual property, (iii) any lease entered into during the continuance of an event of default and (iv) any instrument guaranteeing or providing credit support for any lease meeting the requirements of (i), (ii) and/or (iii) above.
A “Cash Management Trigger Event” will commence upon the earliest to occur of (i) an event of default, (ii) the net operating income debt yield, falling below 7.75% and will end upon (a) with respect to clause (i) above, the date on which such event of default is cured, (b) with respect to clause (ii) above, the net operating income debt yield being at least 8.0% for two consecutive calendar quarters. A cure of any Cash Management Trigger Event may occur no more than one time during the term of The SoCal Portfolio Whole Loan.
A “Trigger Period” will commence upon the earliest to occur of (i) an event of default, (ii) the net operating income debt yield, falling below 7.25% and will end upon (a) with respect to clause (i) above, the date on which such event of default is cured, (b) with respect to clause (ii) above, the net operating income debt yield being at least 7.5% for two consecutive calendar quarters.
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity. Not permitted.
Release of Property. Provided that no event of default is then continuing under The SoCal Portfolio Whole Loan, The SoCal Portfolio Whole Loan documents permit a partial release of one or more of the individual SoCal Portfolio Properties at any time after the earlier of February 6, 2021 and the second anniversary of the securitization of the last piece of The SoCal Portfolio Whole Loan, subject to certain conditions, including, without limitation, the following: (i) delivery of defeasance collateral in an amount equal to the greater of (A) 120% of the allocated loan amount for the individual SoCal Portfolio Property to be released and (B) the net sales proceeds applicable to such property, (ii) as of the release date, after giving effect to the release, the debt yield for the remaining individual SoCal Portfolio Properties is at least equal to the greater of (x) the debt yield for all individual SoCal Portfolio Properties securing The SoCal Portfolio Whole Loan immediately prior to the release and (y) the debt yield of all SoCal Portfolio properties at origination of The SoCal Portfolio Whole Loan, (iii) as of the release date, after giving effect to the release, the loan-to-value ratio for the remaining individual SoCal Portfolio Properties is no greater than the lesser of (a) 59.5% and (b) the loan-to-value ratio for the individual SoCal Portfolio Properties securing The SoCal Portfolio Whole Loan immediately prior to the release date, as applicable, and (v) delivery to lender of a REMIC opinion and rating agency confirmation.
Terrorism Insurance. The borrowers are required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to 100% of the full replacement cost of The SoCal Portfolio Properties, plus a business interruption insurance policy that provides 18 months of business interruption coverage with an additional 6-month extended period of indemnity, with no deductible in excess of $25,000 (provided, however, that higher deductibles for damage caused by flood, earth movement, wind or terrorism are permitted so long as such higher deductibles are commercially reasonable 5% of the total insurable value of the applicable individual property with respect to flood, earth movement or wind). See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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22 West 38th Street New York, NY 10018 | Collateral Asset Summary – Loan No. 7 22 West 38th Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $34,750,000 50.4% 1.43x 7.6% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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22 West 38th Street New York, NY 10018 | Collateral Asset Summary – Loan No. 7 22 West 38th Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $34,750,000 50.4% 1.43x 7.6% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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22 West 38th Street New York, NY 10018 | Collateral Asset Summary – Loan No. 7 22 West 38th Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $34,750,000 50.4% 1.43x 7.6% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Single Asset | ||||
Original Balance: | $34,750,000 | Location: | New York, NY 10018 | ||||
Cut-off Date Balance: | $34,750,000 | General Property Type: | Office | ||||
% of Initial Pool Balance: | 4.1% | Detailed Property Type: | CBD | ||||
Loan Purpose: | Refinance | Title Vesting: | Fee | ||||
Borrower Sponsors: | Mark Goldberg; Andrew Wrublin; David Karmi | Year Built/Renovated: | 1912/2017 | ||||
Size: | 69,026 SF | ||||||
Mortgage Rate: | 5.0500% | Cut-off Date Balance per SF: | $503 | ||||
Note Date: | 2/9/2018 | Maturity Date Balance per SF: | $503 | ||||
First Payment Date: | 4/6/2018 | Property Manager: | Dalan Management Associates, Inc. (borrower-related) | ||||
Maturity Date: | 3/6/2028 | ||||||
Original Term to Maturity: | 120 months | ||||||
Original Amortization Term: | 0 months | ||||||
IO Period: | 120 months | ||||||
Seasoning: | 0 months | ||||||
Prepayment Provisions: | LO (24); DEF (92); O (4) | Underwriting and Financial Information | |||||
Lockbox/Cash Mgmt Status: | Springing/Springing | UW NOI: | $2,624,600 | ||||
Additional Debt Type: | N/A | UW NOI Debt Yield: | 7.6% | ||||
Additional Debt Balance: | N/A | UW NOI Debt Yield at Maturity: | 7.6% | ||||
Future Debt Permitted (Type): | No (N/A) | UW NCF DSCR: | 1.43x | ||||
Reserves(1) | Most Recent NOI(2): | $1,055,235 (12/31/2017) | |||||
Type | Initial | Monthly | Cap | 2nd Most Recent NOI(2): | $374,904 (12/31/2016) | ||
RE Tax: | $131,473 | $32,868 | N/A | 3rd Most Recent NOI(2): | $520,126 (12/31/2015) | ||
Insurance: | $39,241 | $4,360 | N/A | Most Recent Occupancy(3)(4): | 100.0% (1/1/2018) | ||
Replacements: | $0 | $863 | $31,062 | 2nd Most Recent Occupancy(5): | 72.4% (12/31/2017) | ||
TI/LC: | $0 | $5,764 | $207,428 | 3rd Most Recent Occupancy(5): | 84.6% (12/31/2016) | ||
Free Rent: | $713,119 | $0 | N/A | Appraised Value (as of): | $69,000,000 (1/4/2018) | ||
Payment Reserve: | $148,271 | $0 | N/A | Cut-off Date LTV Ratio: | 50.4% | ||
Outstanding TI/LC: | $812,446 | $0 | N/A | Maturity Date LTV Ratio: | 50.4% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $34,750,000 | 100.0% | Loan Payoff: | $30,033,758 | 86.4% | |
Reserves: | $1,844,550 | 5.3% | ||||
Closing Costs: | $752,794 | 2.2% | ||||
Return of Equity: | $2,118,897 | 6.1% | ||||
Total Sources: | $34,750,000 | 100.0% | Total Uses: | $34,750,000 | 100.0% |
(1) | See “Escrows and Reserves”below for further discussion of reserve information. |
(2) | See “Cash Flow Analysis” Table. |
(3) | Most Recent Occupancy includes two tenants totaling 11,762 SF (approximately 17.0% of NRA) who are not yet in occupancy. The 22 West 38th Street Property (as defined below) was 100.0% leased as of 1/1/2018. |
(4) | Occupancy increased from 2017 to UW due to the leasing up of 35,286 SF (approximately 51.1% of building net rentable area) since 2017. |
(5) | 2nd Most Recent Occupancy and 3rd Most Recent Occupancy represent the average occupancy for their respective calendar years. |
The Mortgage Loan. The seventh largest mortgage loan (the “22 West 38th Street Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $34,750,000. The 22 West 38th Street Mortgage Loan is secured by a first priority fee mortgage encumbering a 69,026 SF office property located in New York, New York (the “22 West 38th Street Property”). The proceeds of the 22 West 38th Street Mortgage Loan were used to pay off existing debt, fund upfront reserves, pay closing costs, and return equity to the borrower.
The Borrowers and the Borrower Sponsors. The borrowers are DE Allerton Ave. Associates LLC, DE 38th Street Owners LLC and DE DK 38th Street LLC as tenants-in-common (collectively, the “22 West 38th Street Borrower”). Each is a single-purpose Delaware limited liability company, with one independent director. The borrower sponsors and non-recourse carveout guarantors are Mark Goldberg, Andrew Wrublin and David Karmi, joint and severally. See“Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common or Diversified Ownership”.
Andrew Wrublin is a founder and principal of Dalan Management Associates, Inc (“Dalan”), which is a real estate investment and management firm that owns, operates, and manages a portfolio of multifamily and commercial properties in New York, Phoenix, Washington DC and Los Angeles. Dalan owns and operates over fifty properties comprised of approximately 1,500 residential units and 100 commercial units, which include across more than 1,500,000 SF. Mr. Wrublin has over thirty years of experience as a real estate investor. Mark Goldberg has worked with Mr. Wrublin since 1978.
David Karmi founded Karmi Associates in 1967, which was a real estate development company that focused on residential and commercial spaces in New York City, Staten Island and Brooklyn. He was responsible for the construction of 210 single-family homes, 733 apartment units, along with an industrial
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
68
22 West 38th Street New York, NY 10018 | Collateral Asset Summary – Loan No. 7 22 West 38th Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $34,750,000 50.4% 1.43x 7.6% |
building and a 33,000 SF office and retail condominium complex. In 1997, Mr. Karmi merged his business and become a majority owner in the Treeline Companies. As of loan origination, Treeline Companies owns more than 2 million SF in the New York tri-state area.
The Property. The 22 West 38th Street Property is a 69,026 SF 12-story Class B office building in the Midtown office market of Manhattan. The 22 West 38th Street Property is located on the south side of West 38th Street between Fifth Avenue and Avenue of the Americas. The improvements on the 22 West 38th Street Property were built in 1912 and most recently renovated in 2017. The 22 West 38th Street Property consists of 64,691 SF of office space and 4,335 SF of retail space. As of January 1, 2018, the 22 West 38th Street Property was 100.0% leased to six office and two retail tenants.
Major Tenant.
Knotel Inc. (35,286 SF, 51.1% of NRA, 48.7% of underwritten base rent). Founded in 2015, Knotel Inc. (“Knotel”) is a co-working facility, which focuses on companies up to 200 employees growing quickly but not wanting the obligations of a traditional long-term office lease. This is unlike other co-working companies, which lease single desks or cubes. Knotel offers flexible terms with interior design teams to work with the client’s budget to facilitate the customization of the client’s space. Knotel provides branded spaces for companies and supports everyday business needs. Knotel has 35 locations and 600,000 SF of office space in New York City and San Francisco and executed leases at the 22 West 38th Street Property between August 2016 and February 2018, which all expire in March 2033. In February 2017, Knotel reportedly closed a $25 million Series A financing round from investors including Invest AG (lead), Bloomberg Beta, 500 Startups, Observer Capital, and Rocket Internet among others.
The following table presents certain information relating to the leases at the 22 West 38th Street Property:
Tenant Summary(1) | |||||||
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P) | Tenant SF | Approximate % of SF | Annual UW Base Rent | % of Total Annual UW Base Rent | Annual UW Base Rent PSF | Lease Expiration |
Knotel | NR/NR/NR | 35,286 | 51.1% | $1,755,890 | 48.7% | $49.76 | 3/31/2033 |
Michael Allen Group | NR/NR/NR | 5,881 | 8.5% | $240,000 | 6.6% | $40.81 | 3/31/2019 |
Vested | NR/NR/NR | 5,881 | 8.5% | $282,288 | 7.8% | $48.00 | 12/17/2020 |
Vestwell Inc.(2) | NR/NR/NR | 5,881 | 8.5% | $288,169 | 8.0% | $49.00 | 5/31/2021 |
RTTS Inc.(3) | NR/NR/NR | 5,881 | 8.5% | $276,407 | 7.7% | $47.00 | 6/30/2023 |
Subtotal/Wtd. Avg. | 58,810 | 85.2% | $2,842,754 | 78.8% | $48.34 | ||
Remaining Tenants(4) | 10,216 | 14.8% | $766,364 | 21.2% | $75.01 | ||
Vacant Space | 0 | 0.0% | $0 | 0.0% | $0.00 | ||
Total/Wtd. Avg. | 69,026 | 100.0% | $3,609,118 | 100.0% | $52.29 |
(1) | Information is based on the underwritten rent roll. |
(2) | The borrower is currently building out the Vestwell Inc. space (5,881 SF), and the tenant is expected to take occupancy in April 2018. Vestwell Inc. can terminate the lease if the build out is not complete by April 30, 2018. |
(3) | The borrower is currently building out the RTTS Inc. space (5,881 SF), and the tenant is expected to take occupancy April 1, 2018. Rent will abate for one additional day for every day by which the build out period is extended past April 1, 2018. |
(4) | Includes two retail tenants totaling approximately 4,335 SF paying a weighted average UW Base Rent of $90.42 PSF. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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22 West 38th Street New York, NY 10018 | Collateral Asset Summary – Loan No. 7 22 West 38th Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $34,750,000 50.4% 1.43x 7.6% |
The following table presents certain information relating to the lease rollover schedule at the 22 West 38th Street Property:
Lease Rollover Schedule(1)(2) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling | Total UW Base Rent Rolling | Approx. % of Total Base Rent Rolling | Approx. Cumulative % of Total Base Rent Rolling |
MTM | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2018 | 0 | 0 | 0.0% | 0.0% | $0.00 | $0 | 0.0% | 0.0% |
2019 | 1 | 5,881 | 8.5% | 8.5% | $40.81 | $240,000 | 6.6% | 6.6% |
2020 | 1 | 5,881 | 8.5% | 17.0% | $48.00 | $282,288 | 7.8% | 14.5% |
2021 | 1 | 5,881 | 8.5% | 25.6% | $49.00 | $288,169 | 8.0% | 22.5% |
2022 | 1 | 2,352 | 3.4% | 29.0% | $53.00 | $124,668 | 3.5% | 25.9% |
2023 | 2 | 11,762 | 17.0% | 46.0% | $55.33 | $650,756 | 18.0% | 43.9% |
2024 | 0 | 0 | 0.0% | 46.0% | $0.00 | $0 | 0.0% | 43.9% |
2025 | 0 | 0 | 0.0% | 46.0% | $0.00 | $0 | 0.0% | 43.9% |
2026 | 1 | 1,983 | 2.9% | 48.9% | $134.82 | $267,347 | 7.4% | 51.3% |
2027 | 0 | 0 | 0.0% | 48.9% | $0.00 | $0 | 0.0% | 51.3% |
2028 & Beyond | 6 | 35,286 | 51.1% | 100.0% | $49.76 | $1,755,890 | 48.7% | 100.0% |
Vacant | 0 | 0 | 0.0% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 13 | 69,026 | 100.0% | $52.29 | $3,609,118 | 100.0% |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule. |
The Market. The 22 West 38th Street Property is located in the Times Square South Office Submarket within the Midtown Office Market in Manhattan. According to the appraisal, the 22 West 38th Street Property is located 0.3 miles from the Times Square subway station, which was the busiest subway station in New York City in 2016 serving over 70 million riders. The station features eleven subway lines including N, Q, R, S, 1, 2, 3, 7, A, C and E. The 22 West 38th Street Property is located only 0.7 miles from Pennsylvania Station, the largest passenger transportation facility in North America, accommodating over 650,000 passengers per day. The 22 West 38th Street Property is located 0.6 miles from Port Authority Bus Terminal, which served 66 million passengers in 2014. According to the appraisal, the estimated 2017 population a one-mile driving distance of the 22 West 38th Street Property was 180,593 and the estimated median household income within the same radius was $120,680.
According to the appraisal, the concluded office market rent for the 22 West 38th Street Property was $55 PSF (floors 2-11) and $65 PSF (Penthouse), which is approximately 13.8% and 2.1% greater than UW base rents of $48.34 PSF (floors 2-11) and $63.65 PSF (Penthouse), respectively. Also according to the appraisal, the concluded retail market rent was $130 PSF, which is 43.8% greater than the weighted average UW base rent for the retail space at the 22 West 38th Street Property of $90.42 PSF. The appraiser concluded a submarket vacancy of 3.5% after sampling 31 competitive office buildings in the Times Square South Office Submarket. The 22 West 38th Street Property was 100.0% leased as of January 1, 2018.
The following table presents recent leasing data at competitive office buildings with respect to the 22 West 38th Street Property:
Comparable Office Leases | ||||||||
Property Name/Address | Year Built | Size (SF) | Tenant Name | Lease Size (SF) | Lease Date | Lease Term (Yrs.) | Initial Rent/SF | Lease Type |
22 West 38th Street New York, NY | 1912 | 69,026(1) | Various(1) | 69,026(1) | Various(1) | Various(1) | $52.29(1) | Gross |
20 West 37th Street New York, NY | 1912 | 91,600 | Worthy | 7,100 | June 2017 | 5.0 Yrs. | $52.00 | Gross |
330 West 34th Street New York, NY | 1925 | 688,881 | HomeAdvisor.com | 43,000 | May 2017 | 10.7 Yrs. | $62.00 | Gross |
130 West 42nd Street New York, NY | 1917 | 130,927 | WeWork | 64,390 | February 2017 | 15.8 Yrs. | $57.00 | Gross |
240 West 35th Street New York, NY | 1924 | 165,696 | Newsday LLC | 10,100 | January 2017 | 10.5 Yrs. | $52.00 | Gross |
25 West 45th Street New York, NY | 1912 | 195,463 | Covenant Review | 8,669 | December 2016 | 7.3 Yrs. | $56.50 | Gross |
Source:Appraisal unless noted otherwise
(1) | Based on the underwritten rent roll. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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22 West 38th Street New York, NY 10018
| Collateral Asset Summary – Loan No. 7 22 West 38th Street | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $34,750,000 50.4% 1.43x 7.6% |
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 22 West 38th Street Property:
Cash Flow Analysis | |||||
2015 | 2016 | 2017 | UW | UW PSF | |
Gross Potential Rent(1) | $1,255,133 | $1,342,395 | $2,754,539 | $3,609,118 | $52.29 |
Total Recoveries | $47,909 | $0 | $96,984 | $210,645 | $3.05 |
Total Other Income | $0 | $0 | $6,946 | $0 | $0.00 |
Less Vacancy & Credit Loss | ($65,152) | $0 | ($983,114) | ($190,988) | ($2.77) |
Percentage Rent | $0 | $0 | $0 | $0 | $0.00 |
Effective Gross Income | $1,237,890 | $1,342,395 | $1,875,355 | $3,628,775 | $52.57 |
Total Operating Expenses | $717,764 | $967,491 | $820,120 | $1,004,176 | $14.55 |
Net Operating Income(2) | $520,126 | $374,904 | $1,055,235 | $2,624,600 | $38.02 |
Capital Expenditures | $0 | $0 | $0 | $10,354 | $0.15 |
TI/LC | $0 | $0 | $0 | $69,169 | $1.00 |
Net Cash Flow(2) | $520,126 | $374,904 | $1,055,235 | $2,545,077 | $36.87 |
Occupancy % | 92.0% | 84.6% | 72.4% | 95.0%(3) | |
NOI DSCR | 0.29x | 0.21x | 0.59x | 1.48x | |
NCF DSCR | 0.29x | 0.21x | 0.59x | 1.43x | |
NOI Debt Yield | 1.5% | 1.1% | 3.0% | 7.6% | |
NCF Debt Yield | 1.5% | 1.1% | 3.0% | 7.3% |
(1) | UW Gross Potential Rent includes contractual rent steps through September 2018 totaling $72,937. |
(2) | Net Operating Income and Net Cash Flow increased from 2016 to UW due to the leasing up of 60,793 SF (approximately 88.1% of building net rentable area) since 2016. |
(3) | UW Occupancy % is based on underwritten economic vacancy of 5.0%. The 22 West 38th Street Property was 100.0% leased as of January 1, 2018. |
Escrows and Reserves.At origination, the 22 West 38th Street Borrower deposited (i) 131,473 into a tax escrow, (ii) $39,241 into an insurance escrow, (iii) $713,119 into a free rent escrow, (iv) $812,446 into an outstanding TI/LC escrow and (v) $148,271 for the first month of debt service. On a monthly basis, the 22 West 38th Street Borrower is required to deposit into the appropriate reserves (i) $32,868 for ongoing taxes, (ii) $4,360 for ongoing insurance premiums, (iii) $863 for ongoing capital expenditures, subject to a $31,062 cap and (iv) $5,764 for ongoing TI/LCs, subject to a $207,428 cap.
Lockbox and Cash Management. The 22 West 38th Street Mortgage Loan provides for a springing lockbox and springing cash management. Following the occurrence and continuance of a Cash Sweep Event (as defined below), the 22 West 38th Street Borrower is required to instruct tenants to deposit rents and other amounts due into the lockbox account and funds in the lockbox account are required to be transferred to the cash management account on a daily basis. All funds in the cash management are required to be applied on each monthly payment date in accordance with the 22 West 38th Street Mortgage Loan documents.
A “Cash Sweep Event” occurs when (i) an event of default occurs under the 22 West 38th Street Mortgage Loan documents or property management agreement, (ii) the debt service coverage ratio for the 22 West 38th Street Property falls below 1.25x, (iii) any tenant under a lease which covers more than 40% of rentable space or constitutes more than 40% of total annual rents (“Significant Tenant”) (a) vacates, surrenders or ceases to conduct its normal business operations or otherwise “goes dark” including subleasing substantially all of its leased premises or (b) notifies the 22 West 38th Street Borrower, property manager or any affiliate of the 22 West 38th Street Borrower or property manager that it intends to cease to conduct normal business hours at substantially all of its premises, (iv) a Significant Tenant (or parent company of a Significant Tenant) becomes insolvent or a debtor in a bankruptcy action, (v) twelve months prior to the expiration of a Significant Tenant’s lease, (vi) a Significant Tenant terminates or cancels its lease or notifies the 22 West 38th Street Borrower, property manager or any affiliate of the 22 West 38th Street Borrower or manager of its intent to terminate or cancel its lease. A Cash Sweep Event will continue until in regard to clause (i) above, such event of default has been cured or waived, in regard to clause (ii) above the debt service coverage ratio is greater than 1.30x for two consecutive quarters, in regard to clause (iii) above, the date the applicable Significant Tenant has reopened for business and conducted normal business operations at substantially all of its premises and paid full, unabated rent under its lease for two consecutive quarters and in regard to clause (iii)(b) above, the date the applicable Significant Tenant has revoked or rescinded such notice and has satisfied the conditions specified with respect to clause (iii)(a) above, following such revocation or recission, in regard to clause (iv) above, the date the applicable Significant Tenant or parent company of such Significant Tenant becomes solvent to lender’s reasonable satisfaction for two consecutive quarters or is no longer a debtor in any bankruptcy action and affirms its lease pursuant to a final non-appealable order of a court of competent jurisdiction, and in regard to clause (v) and (vi) above, the date the lender receives evidence that the 22 West 38th Street Borrower has entered into a new lease or leases with the Significant Tenant or a replacement tenant, which is in occupancy of its premises, open for business and paying rent.
Additional Secured Indebtedness (not including trade debts).Not permitted.
Mezzanine Loan and Preferred Equity. Not permitted.
Release of Property. Not permitted.
Terrorism Insurance. The 22 West 38th Street Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
71
8400 Edes Avenue Oakland, CA 94621 | Collateral Asset Summary – Loan No. 8 Radisson Oakland | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $31,000,000 62.0% 1.53x 12.4% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
72
8400 Edes Avenue Oakland, CA 94621 | Collateral Asset Summary – Loan No. 8 Radisson Oakland | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $31,000,000 62.0% 1.53x 12.4% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
73
8400 Edes Avenue Oakland, CA 94621 | Collateral Asset Summary – Loan No. 8 Radisson Oakland | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $31,000,000 62.0% 1.53x 12.4% |
Mortgage Loan Information | Property Information | |||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Single Asset | |||
Original Balance: | $31,000,000 | Location: | Oakland, CA 94621 | |||
Cut-off Date Balance: | $31,000,000 | General Property Type: | Hospitality | |||
% of Initial Pool Balance: | 3.7% | Detailed Property Type: | Full Service | |||
Loan Purpose: | Refinance | Title Vesting: | Fee | |||
Borrower Sponsor: | Nupenbhai D. Patel | Year Built/Renovated: | 1963/2016 | |||
Mortgage Rate: | 6.0180% | Size: | 266 Rooms | |||
Note Date: | 3/5/2018 | Cut-off Date Balance per Room: | $116,541 | |||
First Payment Date: | 4/6/2018 | Maturity Date Balance per Room: | $98,917 | |||
Maturity Date: | 3/6/2028 | Property Manager: | Oakland Hotels, LLC (borrower-related) | |||
Original Term to Maturity: | 120 months | |||||
Original Amortization Term: | 360 months | Underwriting and Financial Information | ||||
IO Period: | 0 months | UW NOI: | $3,837,427 | |||
Seasoning: | 0 months | UW NOI Debt Yield: | 12.4% | |||
Prepayment Provisions: | LO (24); DEF (93); O (3) | UW NOI Debt Yield at Maturity: | 14.6% | |||
Lockbox/Cash Mgmt Status: | Hard/Springing | UW NCF DSCR: | 1.53x | |||
Additional Debt Type: | N/A | Most Recent NOI: | $3,631,416 (1/31/2018 TTM) | |||
Additional Debt Balance: | N/A | 2nd Most Recent NOI: | $3,312,092 (12/31/2017) | |||
Future Debt Permitted (Type): | No (N/A) | 3rd Most Recent NOI(2): | N/A | |||
Reserves(1) | Most Recent Occupancy: | 69.2% (1/31/2018) | ||||
Type | Initial | Monthly | Cap | 2nd Most Recent Occupancy: | 66.0% (12/31/2017) | |
RE Tax: | $41,267 | $13,756 | N/A | 3rd Most Recent Occupancy(2): | N/A | |
Insurance: | $29,448 | $5,890 | N/A | Appraised Value (as of): | $50,000,000 (1/10/2018) | |
FF&E: | $0 | (1) | N/A | Cut-off Date LTV Ratio: | 62.0% | |
Seasonality Reserve: | $30,000 | Springing | $30,000 | Maturity Date LTV Ratio: | 52.6% |
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $31,000,000 | 100.0% | Loan Payoff: | $27,173,566 | 87.7% | |
Closing Costs: | $369,558 | 1.2% | ||||
Reserves: | $100,715 | 0.3% | ||||
Return of Equity: | $3,356,162 | 10.8% | ||||
Total Sources: | $31,000,000 | 100.0% | Total Uses: | $31,000,000 | 100.0% |
(1) | See“Escrows and Reserves” below for further discussion of reserve requirements. |
(2) | Historical cash flows and occupancy information are unavailable as the Radisson Oakland Property opened in December of 2016. |
The Mortgage Loan. The eighth largest mortgage loan (the “Radisson Oakland Mortgage Loan”) is evidenced by a promissory note with an original principal amount of $31,000,000, secured by the fee interest in a 266-room full service hospitality property located in Oakland, California (the “Radisson Oakland Property”) under the Carlson flag. The proceeds of the Radisson Oakland Mortgage Loan were used to refinance an existing loan, fund reserves, pay closing costs and return equity to the borrower sponsor.
The Borrower and the Borrower Sponsors.The borrower is Oakland Alameda Hotels LLC (the “Radisson Oakland Borrower”), a single purpose Delaware limited liability company, with two independent directors. The non-recourse carveout guarantor and borrower sponsor is Nupenbhai D Patel. A non-consolidation opinion has been delivered in connection with the origination of the Radisson Oakland Mortgage Loan. Mr. Patel has fourteen years of experience managing and operating hospitality properties and currently manages and owns five hotels, including the Radisson Oakland Property. The borrower and guarantor are recourse for the last $1,000,000 of the Radisson Oakland Mortgage Loan.
The Property.The Radisson Oakland Property is a 266-room, six-story, full service hotel located in Oakland, California, approximately 2.0 miles from Oakland International Airport, approximately 5.9 miles from downtown Oakland, and approximately 12.5 miles from San Francisco. The Radisson Oakland Property was originally constructed in 1963 as a Holiday Inn. The Radisson Oakland Property was not operational from 2010 to 2016, during which time approximately $8.1 million ($30,608 per key) was spent to completely renovate the Radisson Oakland Property. The Radisson Oakland Property reopened in December 2016 as a full service Radisson hotel. The Radisson Oakland Property is subject to a franchise agreement with Radisson Hotels International, Inc., which expires in 2036. The franchisor has the option to terminate the franchise agreement exercisable every five years commencing in December 2021.
The guestroom mix includes 168 king-bedrooms, 71 double/queen bed-rooms and 27 suites. In-room amenities include a work area with chair, nightstand, LCD flat screen TV, microwave, mini-refrigerator and coffee maker. The suites feature additional living space. The Radisson Oakland Property amenities include an outdoor swimming pool, fitness center, business center, RBG Bar & Grill, Starbucks a complimentary airport shuttle and 6,862 SF of meeting and banquet space. Parking is provided by 325 surface level parking spaces or 1.22 parking spaces per room.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
74
8400 Edes Avenue Oakland, CA 94621 | Collateral Asset Summary – Loan No. 8 Radisson Oakland | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $31,000,000 62.0% 1.53x 12.4% |
According to the appraisal, the Radisson Oakland Property generates approximately 35.0% of its room revenue from corporate demand, approximately 40.0% from a transient demand and approximately 25.0% from group demand.
A summary of the Radisson Oakland Property historical performance is provided below:
Radisson Oakland Market Historical Occupancy, ADR, RevPAR | |||||||||
Competitive Set(1) | Radisson Oakland(2) | Penetration Factor | |||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR |
12/31/2015 TTM | 79.2% | $145.99 | $115.61 | N/A | N/A | N/A | N/A | N/A | N/A |
12/31/2016 TTM | 81.2% | $152.70 | $123.94 | 21.4% | $116.46 | $24.93 | 26.4% | 76.3% | 20.1% |
12/31/2017 TTM | 81.4% | $153.46 | $124.93 | 67.4% | $116.34 | $78.41 | 82.8% | 75.8% | 62.8% |
Source:Industry Report
(1) | The competitive set includes Red Lion Hotel Oakland International Airport, Hilton Oakland Airport, Best Western Plus Airport Inn & Suites, Holiday Inn Express & Suites Oakland Airport, Courtyard Oakland Airport, Holiday Inn Hotel & Suites Oakland Airport. |
(2) | The Radisson Oakland Property opened in December 2016 and performance has been stabilizing during 2017. |
The Market.The Radisson Oakland Property is located within Oakland, and is approximately 2.0 miles from the Oakland International Airport. Primary access to the Radisson Oakland Property is provided by Interstate 880 located 0.1 miles from the Radisson Oakland Property and the Bay Area Transit (BART) system located at the Oakland International Airport. Interstate 880 is a north-south thoroughfare running approximately 46 miles from its southern terminus in San Jose, California to its northern terminus in Oakland, California. The BART provides transportation to the San Francisco Bay Area with a terminal located at the Oakland International Airport. The BART operates five routes on 104 miles of track connecting 44 stations and provides access to local cities in Alameda, Contra Costa, and San Mateo Counties. According to the appraisal, Oakland reported a population of 422,846 in 2016, an 8.2 percent increase from 2010.
According to the appraisal, more than twelve million passengers passed through the Oakland International Airport in 2016, which was a 7.7% increase from 2015. Major employers within the city of Oakland include Kaiser Permanente, the Oakland Unified School District and the County of Alameda, which are located 3.7 miles, 3.3 miles and 6.8 miles, respectively from the Radisson Oakland Property providing 12,287, 5,080 and 4,490 jobs, respectively.
According to the appraisal, there are no new hotels planned for the Oakland airport submarket.
Competitive properties to the Radisson Oakland Property are shown in the table below:
Competitive Set | |||||
Property | Rooms | Year Built | 2017 Occupancy | 2017 Average ADR | 2017 RevPAR |
Radisson Oakland | 266 | 1963 | 67.4% | $116.34 | $78.41 |
Red Lion Hotel Oakland International Airport | 189 | 1970 | 75.0%-80.0% | $115.00-$120.00 | $85.00-$90.00 |
Hilton Oakland Airport | 360 | 1970 | 80.0%-85.0% | $170.00-$175.00 | $135.00-$140.00 |
Best Western Plus Airport Inn & Suites | 76 | 2001 | 80.0%-85.0% | $125.00-$130.00 | $100.00-$105.00 |
Holiday Inn Express & Suites Oakland Airport | 95 | 2001 | 85.0%-90.0% | $155.00-$160.00 | $135.00-$140.00 |
Courtyard Oakland Airport | 156 | 2001 | 85.0%-90.0% | $170.00-$175.00 | $150.00-$155.00 |
Holiday Inn Hotel & Suites Oakland Airport | 146 | 2008 | 80.0%-85.0% | $145.00-$150.00 | $120.00-$125.00 |
Sources:Appraisal and third party hospitality research report
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
75
8400 Edes Avenue Oakland, CA 94621 | Collateral Asset Summary – Loan No. 8 Radisson Oakland | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $31,000,000 62.0% 1.53x 12.4% |
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 Radisson Oakland Property.
Cash Flow Analysis(1) | ||||||
2015 | 2016 | 2017 | 1/31/2018 TTM | UW(3) | UW per Room | |
Occupancy | N/A | N/A | 66.0% | 69.2% | 70.4% | |
ADR | N/A | N/A | $118.74 | $117.63 | $121.38 | |
RevPAR | N/A | N/A | $78.42 | $81.38 | $85.46 | |
Rooms Revenue | N/A | N/A | $7,613,321 | $7,900,735 | $8,297,095 | $31,192 |
Food & Beverage | N/A | N/A | $1,614,281 | $1,765,287 | $1,777,024 | $6,681 |
Other Income(2) | N/A | N/A | $106,098 | $111,412 | $203,868 | $766 |
Total Revenue | N/A | N/A | $9,333,701 | $9,777,434 | $10,277,987 | $38,639 |
Total Expenses | N/A | N/A | $6,021,609 | $6,146,018 | $6,440,560 | $24,213 |
Net Operating Income | N/A | N/A | $3,312,092 | $3,631,416 | $3,837,427 | $14,426 |
FF&E | N/A | N/A | $0 | $0 | $411,119 | $1,546 |
Net Cash Flow | N/A | N/A | $3,312,092 | $3,631,416 | $3,426,308 | $12,881 |
NOI DSCR | N/A | N/A | 1.48x | 1.63x | 1.72x | |
NCF DSCR | N/A | N/A | 1.48x | 1.63x | 1.53x | |
NOI Debt Yield | N/A | N/A | 10.7% | 11.7% | 12.4% | |
NCF Debt Yield | N/A | N/A | 10.7% | 11.7% | 11.1% |
(1) | Limited financial information is available as the Radisson Oakland Property opened in December 2016 after undergoing renovations. |
(2) | Other Income includes revenue from a Starbucks kiosk and 6,862 SF of meeting and banquet space. |
(3) | The Radisson Oakland Mortgage Loan was underwritten based on an adjusted T12, which was based on a budget for February and March 2018 and T12 actuals for April 2017 through January 2018 as the property opened December 2016 and performance has been stabilizing during 2017. |
Escrows and Reserves.At origination, the Radisson Oakland Borrower deposited (i) $41,267 into a tax escrow (ii) $29,448 into an insurance escrow, and (iii) $30,000 into a seasonality reserve. On a monthly basis, the Radisson Oakland Borrower is required to deposit into the appropriate reserves (i) $13,756 for ongoing taxes and (ii) $5,890 for ongoing insurance premiums. The Radisson Oakland Borrower is required to deposit one-twelfth of 2.0% of gross revenues in year 1 and 2, 3.0% of gross revenue in year 3 and 4.0% of gross revenue for the remainder of the Radisson Oakland Mortgage Loan term for ongoing FF&E. In addition, if in November of each calendar year, the seasonality reserve is below the seasonality reserve cap of $30,000, the Radisson Oakland Borrower will be required to replenish the reserve to the capped amount.
Lockbox and Cash Management.The Radisson Oakland Mortgage Loan has a hard lockbox with springing cash management upon the occurrence and continuance of a Cash Management Trigger Event (as defined below).
A “Cash Management Trigger Event” will occur (i) if an event of default occurs under the Radisson Oakland Mortgage Loan or the property management agreement, (ii) if the debt service coverage ratio falls below 1.45x, (iii) twelve months prior to the scheduled expiration date of the franchise agreement, or (iv) upon the delivery of notice by the franchisor of any termination of the franchise agreement or of any breach or default by the Radisson Oakland Borrower under the franchise agreement that, with the passage of time or delivery of notice, could result in the termination of such agreement.
A Cash Management Trigger Event will continue until, in regard to clause (i) above, the cure of such event of default, in regard to clause (ii) above, the debt service coverage ratio being in excess of 1.50x for two consecutive quarters, in regard to clause (iii) and clause (iv) above, either (1) receipt of satisfactory evidence that the hotel management/franchise agreement is in full force and effect with no default thereunder or (2) Radisson Oakland Borrower having entered into a replacement franchise/management agreement.
Additional Secured Indebtedness (not including trade debts). Not permitted.
Mezzanine Loan and Preferred Equity. Not permitted.
Release of Property. Not permitted.
Terrorism Insurance.The Radisson Oakland Borrower is required to obtain and maintain property insurance, commercial general liability insurance, and business income or rental loss insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
Mortgage Loan Information | Property Information | ||||||
Mortgage Loan Seller: | CCRE | Single Asset/Portfolio: | Single Asset | ||||
Original Balance(1): | $30,000,000 | Location: | Lowell, MA 01851 | ||||
Cut-off Date Balance(1): | $30,000,000 | General Property Type: | Office | ||||
% of Initial Pool Balance: | 3.6% | Detailed Property Type: | Suburban | ||||
Loan Purpose(2): | Acquisition | Title Vesting: | Fee | ||||
Borrower Sponsors: | William H. Kremer; Samuel T. Byrne | Year Built/Renovated: | 1979/2017 | ||||
Mortgage Rate: | 4.73400% | Size: | 1,320,254 SF | ||||
Note Date: | 1/16/2018 | Cut-off Date Balance per SF(1): | $114 | ||||
First Payment Date: | 3/4/2018 | Maturity Date Balance per SF(1): | $114 | ||||
Maturity Date: | 2/6/2028 | Property Manager: | ALP CrossPoint Manager LLC | ||||
Original Term to Maturity: | 120 months | ||||||
Original Amortization Term: | 0 months | ||||||
IO Period: | 120 months | Underwriting and Financial Information | |||||
Seasoning: | 1 month | UW NOI: | $17,661,721 | ||||
Prepayment Provisions(3)(4): | LO (25); DEF (89); O (6) | UW NOI Debt Yield(1): | 11.8% | ||||
Lockbox/Cash Mgmt Status: | Hard/Springing | UW NOI Debt Yield at Maturity(1): | 11.8% | ||||
Additional Debt Type(1): | Pari Passu | UW NCF DSCR(1): | 2.24x | ||||
Additional Debt Balance(1)(4)(5): | $120,000,000 | Most Recent NOI(6): | $11,312,928 (11/30/2017 TTM) | ||||
Future Debt Permitted (Type): | No (N/A) | 2nd Most Recent NOI(6): | $6,360,488 (12/31/2016) | ||||
Reserves(5) | 3rd Most Recent NOI(7): | N/A | |||||
Type | Initial | Monthly | Cap | Most Recent Occupancy: | 95.4% (1/11/2018) | ||
RE Tax: | $240,000 | $240,000 | N/A | 2nd Most Recent Occupancy: | 63.7% (12/31/2016) | ||
Insurance: | $0 | Springing | N/A | 3rd Most Recent Occupancy: | 67.0% (12/31/2015) | ||
Replacements: | $0 | $18,703 | N/A | Appraised Value (as of): | $250,000,000 (1/8/2018) | ||
TI/LC: | $0 | $110,021 | $3,960,762 | Cut-off Date LTV Ratio(1): | 60.0% | ||
Kronos Free Rent Reserve: | $6,500,000 | $0 | N/A | Maturity Date LTV Ratio(1): | 60.0% | ||
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount(1): | $150,000,000 | 63.7% | Purchase Price(2): | $227,200,000 | 96.5% | |
Borrower Equity | $85,555,563 | 36.3% | Reserves: | $6,740,000 | 2.9% | |
Closing Costs: | $1,615,563 | 0.7% | ||||
Total Sources: | $235,555,563 | 100.0% | Total Uses: | $235,555,563 | 100.0% |
(1) | The original principal balance represents a portion of the CrossPoint Whole Loan (as defined below), which is comprised of 10pari passupromissory notes with an aggregate original principal balance of $150,000,000. The Cut-off Date Balance per SF, Maturity Date Balance per SF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio presented above are based on the aggregate principal balance of the CrossPoint Whole Loan. |
(2) | Anchor Line, an affiliate of the CrossPoint manager, was part of the prior ownership structure of the CrossPoint Property and has retained an approximate 3.5% ownership stake in conjunction with the acquisition. |
(3) | Partial release of a one-acre parcel is permitted. See “Release of Property” below for further discussion of release requirements. |
(4) | The lockout period for defeasance will be at least 25 payment dates beginning with and including the first payment date of March 4, 2018. Following the lockout period, the CrossPoint Borrower (as defined below) has the right to defease the CrossPoint Whole Loan in whole or in part (as described below under “Releases of Property”), on any date before September 4, 2027. The lockout period will expire on the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized or (ii) March 4, 2021. |
(5) | See “Escrows and Reserves” below for further discussion of reserve requirements. |
(6) | The increase in NOI from 2016 to 11/30/2017 TTM is primarily associated with an increase in occupancy from 63.7% to 95.4%. In May 2016, Kronos executed a new 12-year lease for 505,664 SF (38.3% of NRA). |
(7) | The borrower sponsors acquired the CrossPoint Property in January 2018. As a result, historical financials prior to 2016 are unavailable. |
The Mortgage Loan. The ninth largest mortgage loan (the “CrossPoint Mortgage Loan”) is part of a whole loan (the “CrossPoint Whole Loan”) with an aggregate original principal balance of $150,000,000. The CrossPoint Whole Loan is secured by a first priority mortgage encumbering the CrossPoint Borrower’s fee interest in four interconnected Class A office towers totaling 1,320,254 SF located in Lowell, MA (the “CrossPoint Property”).
Promissory Notes A-4 and A-8, with an aggregate original principal balance of $30,000,000, collectively represent the CrossPoint Mortgage Loan and will be included in the UBS 2018-C9 Trust. Promissory Notes A-2, A-3, and A-9, with an aggregate original principal balance of $50,000,000, were contributed in the UBS 2018-C8 Trust. The CrossPoint Whole Loan will be serviced pursuant to the pooling and servicing agreement for the UBS 2018-C8 Trust until the controllingpari passu Promissory Note A-1 is securitized, whereupon the CrossPoint Whole Loan will be serviced pursuant to the pooling and servicing agreement for such future securitization. The below table summarizes the remaining promissory notes, which were either previously securitized or are currently held by CCRE and are expected to be contributed to one or more future securitization transactions or may be otherwise transferred at any time. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
CrossPoint Whole Loan Summary | ||||
Note | Original Balance | Cut-off Date Balance | Anticipated Note Holder | Controlling Piece |
Note A-1 | $30,000,000 | $30,000,000 | CCRE | Yes |
Note A-2 | $25,000,000 | $25,000,000 | UBS 2018-C8 | No |
Note A-3 | $20,000,000 | $20,000,000 | UBS 2018-C8 | No |
Note A-4 | $20,000,000 | $20,000,000 | UBS 2018-C9 | No |
Note A-5 | $15,000,000 | $15,000,000 | CGCMT 2018-B2(1) | No |
Note A-6 | $10,000,000 | $10,000,000 | CGCMT 2018-B2(1) | No |
Note A-7 | $10,000,000 | $10,000,000 | CCRE | No |
Note A-8 | $10,000,000 | $10,000,000 | UBS 2018-C9 | No |
Note A-9 | $5,000,000 | $5,000,000 | UBS 2018-C8 | No |
Note A-10 | $5,000,000 | $5,000,000 | CCRE | No |
Total | $150,000,000 | $150,000,000 |
(1) | Promissory Note A-5 and Note A-6 are expected to be contributed to CGCMT 2018-B2, which is expected to close on or about March 20, 2018. |
The proceeds of the CrossPoint Whole Loan, along with approximately $85.6 million of borrower equity, were used to acquire the CrossPoint Property, fund reserves of approximately $6.74 million, and pay closing costs.
The Borrower and the Borrower Sponsors. The borrower is CH LH CrossPoint Owner LLC (the “CrossPoint Borrower”), a single-purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors. The borrower sponsors of the CrossPoint Whole Loan are Samuel T. Byrne and William H. Kremer. The initial nonrecourse carveout guarantors of the CrossPoint Loan are Samuel T. Byrne and Brian Chaisson (the “Initial Guarantors”) on a joint and several basis. The Initial Guarantors did not sign an indemnity to cover any breach of the environmental covenants; however, the borrower obtained environmental insurance in lieu of the typical indemnity and the CrossPoint Whole Loan documents provide for springing recourse to the Initial Guarantors with respect to environmental matters if at any time the environmental policy ceases to remain in full force and effect. In addition, the CrossPoint Whole Loan documents do not provide for recourse to the guarantors for certain loss recourse items. For additional information, see “Description of the Mortgage Pool—Environmental Considerations” and “—Non-Recourse Carveout Limitations” in the Preliminary Prospectus.
The CrossPoint Whole Loan documents provide that one or more of the Initial Guarantors may be replaced from time to time by a replacement guarantor, provided, among other things, that the replacement guarantor, in the aggregate with any other replacement or remaining guarantors, has a net worth of not less than $50,000,000, and, if such replacement guarantor is not a natural person, liquid assets of at least $5,000,000. In connection with the origination of the CrossPoint Whole Loan, Lighthouse Real Estate Holdings LLC (“Lighthouse”) contributed $82.1 million to the CrossPoint Borrower in exchange for a 91.73% equity interest. In certain circumstances, Lighthouse has the right to buy out the Initial Guarantors’ interest in the CrossPoint Borrower. In connection with the origination of the CrossPoint Whole Loan, the lender determined that Lighthouse satisfies the conditions set forth in the CrossPoint Whole Loan documents to become a replacement guarantor, provided there is no material and adverse change with respect to Lighthouse as of the date of the replacement of one or more of the Initial Guarantors.
Samuel T. Byrne and William Kremer are managing partners and co-founders of Cross Harbor Capital Partners, LLC (“Cross Harbor”), a Boston-based real estate private equity firm founded in 1993. Cross Harbor develops and manages private equity investment products in three principal business areas: real assets, distressed securities and mezzanine capital and has invested in more than $13 billion of commercial real estate on behalf of a diversified group of endowments, foundations, public and corporate pension plans, financial institutions, family offices, and sovereign entities.
Brian Chaisson is a founder and managing partner of Anchor Line Partners, LLC (“Anchor Line”). Anchor Line, an affiliate of the CrossPoint Property manager and part of the property ownership structure prior to the sale of the CrossPoint Property to the CrossPoint Borrower,has retained an approximate 3.5% ownership stake in the CrossPoint Property conjunction with the acquisition. Anchor Line is a Boston-based company that focuses on core plus, value add, and opportunistic investment opportunities in the commercial real estate sector. Brian Chaisson has served in senior positions across multiple real estate finance platforms, including as a principal of Cross Harbor and as the Regional Director in Boston for Tishman Speyer.
The Property. The CrossPoint Property consists of three Class A multi-tenanted office towers (Tower 1, Tower 2 and Tower 3), and one vacant 13,700 SF single-story building on the northeast corner, across 42.9 acres in Lowell, Massachusetts. Towers 1 & 3 each consist of 13 floors while Tower 2 has 14 floors, resulting in a total of 40 floors and 1,320,254 SF. The CrossPoint Property was constructed between 1979 and 1985 and recently underwent a large-scale renovation totaling $76.3 million in capital expenditures and leasing costs that was completed in 2017. The renovation included an exterior wall reconstruction to increase square footage and improve natural light penetration, a lobby renovation, HVAC upgrades and relocation, electrical system upgrades, and the addition of the fitness center and cafeteria.
The CrossPoint Property is a Class A property that features a range of amenities including (i) Fuel, a 16,186 SF dining facility, (ii) Flex, a 7,027 SF fitness facility that includes a weight room, gaming center, yoga classes, and golf-simulator, (iii) Lawn, a 16,811 SF conference facility that includes two auditoriums (500 and 200 seats) and three conference rooms (50, 30, and 20 seat rooms) and (iv) a basketball court. In addition, the CrossPoint Property has tenants that provide additional amenities including (i) Little Sprouts, a 12,768 SF day-care facility that has a 215 child capacity and (ii) Tavern in the Square, an 8,385 SF restaurant located on the main floor of Tower 3, with 2017 gross sales of $6,152,608 (2.7% occupancy cost).
The CrossPoint Property is located between entrance points to U.S. Route 3 (the Northwest Expressway), State Route 2B (the Lowell Connector), and Interstate-495, providing access to transportation throughout New England. The CrossPoint Property provides for approximately 4,000 parking spaces, 306 of which are contained in an attached two-level garage.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
The CrossPoint Property benefits from an easement agreement with the owner of an adjacent parcel that provides 2,745 parking spaces on approximately 27 acres. Any amendments to the parking easement agreement are subject to (i) the lender’s prior written approval and (ii) compliance with zoning laws and ordinances.
The CrossPoint Property is currently 95.4% leased to 21 tenants, with major national tenants such as Kronos (38.3%% of NRA; rated BB/B2/NR by Fitch/Moody’s/S&P), Verizon (23.9% of NRA; rated A-/Baa1/BBB+ by Fitch/Moody’s/S&P), Arris Technology (10.9% of NRA; rated NR/Ba3/BB by Fitch/Moody’s/S&P), and Vantiv eCommerce (4.8% of NRA).
Major Tenants.
Kronos Incorporated (505,664 SF, 38.3% of NRA, 37.8% of underwritten base rent, rated BB/B2/NR by Fitch/Moody’s/S&P). Kronos Incorporated (“Kronos”), which leases all of Tower 1 and portions of Towers 2 and 3, is a provider of workforce management and human capital management cloud solutions for businesses, healthcare providers, educational institutions, and government agencies of all sizes. Tens of thousands of organizations, including more than half of the Fortune 1000 and more than 40 million people in over 100 countries use Kronos every day. Founded in Lowell in 1977, Kronos recently relocated its headquarters back to Lowell by executing a 12-year lease in May 2016 at the CrossPoint Property. In conjunction with its headquarters relocation, Kronos invested approximately $12.0 million and according to the borrower sponsors, Kronos plans to grow its corporate headquarters’ employee count from 1,600 to 2,000. Additionally, the tenant received a $33.0 million tenant improvement package from the prior owner that included structural and base system upgrades. The tenant improvement allowance granted to tenant has been disbursed in full by the landlord under the Kronos lease.
In the event the CrossPoint Borrower intends to sell the CrossPoint Property, Kronos has a right of first offer to purchase the CrossPoint Property. The right to purchase does not apply to a sale pursuant to an exercise of a power of sale, foreclosure by mortgage, delivery of a deed in lieu of foreclosure or any ensuing sale of the CrossPoint Property after the CrossPoint Property is relinquished by the CrossPoint Borrower as a result of the aforementioned events. See “Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First Refusal” in the Preliminary Prospectus.
Additionally, Kronos has a right of first offer to lease any space that becomes available at the CrossPoint Property subject to conditions set forth in the Kronos lease and the prior rights of certain tenants, including Verizon with respect to a portion of the CrossPoint Property. In December 2016, Kronos exercised this right and leased an additional 37,554 SF suite on the 12th floor of Tower 3.
In conjunction with its new lease and the relocation of its corporate headquarters to the CrossPoint Property, the city of Lowell granted Kronos a tax exemption through a tax incentive financing (“TIF”) agreement. The 12-year agreement provides the tenant with a tax exemption and in return the tenant is required to, among other things, (i) create 400 new jobs at the CrossPoint Property, (ii) work with UMass Lowell & other local colleges to hire Lowell residents and (iii) invest $18.5 million of capital improvements into the building. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.
Verizon New England (314,981 SF, 23.9% of NRA, 21.5% of underwritten base rent, rated A-/Baa1/BBB+ by Fitch/Moody’s/S&P). Verizon New England Inc., a subsidiary of Verizon Communications Inc. (“Verizon”) (NYSE: VZ), provides voice, data, and video services to homes and businesses in Massachusetts. The Verizon lease is not guaranteed by its parent company. Verizon offers fiber optics Internet, TV, and digital voice services; Internet; and wireless 4G LTE services, utilizes six floors at the CrossPoint Property for engineering, sales and management while the remaining four floors are call centers.
Verizon has been a tenant at the CrossPoint Property since 1994, and has expanded its space by over 220,000 SF since then. According to the tenant, Verizon has invested $20.0-$25.0 million into its space. As of January 2018, Verizon had a market cap of approximately $217 billion. Verizon has a right of first offer on certain vacant space within the CrossPoint Property. Additionally, Verizon has the right to terminate up to 222,601 SF of its space effective on 12/31/2020 and/or 92,380 SF of its space effective 5/31/2021, in each case, by giving notice on or before 12/31/2019, and subject to payment of a termination fee.
Arris Technology, Inc. (143,594 SF, 10.9% of NRA, 10.4% of underwritten base rent, rated NR/Ba3/BB by Fitch/Moody’s/S&P). Arris Technology, Inc. (“Arris”) (NASDAQ: ARRS) is a world leader in entertainment and communications technology. Arris provides a diverse array of different communications and multimedia solutions including content security, UltraHD TV, cloud-based DVR services, and high-bandwidth Wi-Fi, along with many others. At the CrossPoint Property, Arris utilizes its space as a research and testing center for TV, Internet, and cloud-based products. As of January 26 2018, Arris had a market cap of approximately $4.7 billion.
The remaining tenants include a mix of national and local office tenants such as the U.S. Internal Revenue Service, Vantiv eCommerce, Captivate LLC, Persivia, and Jabra, among others. These remaining tenants comprise 22.4% of the NRA and 30.3% of the UW base rent. Of the 1,320,254 SF at the CrossPoint Property, approximately 40,024 SF represents amenities that include an auditorium, a conference center, a cafeteria, and a fitness center.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
The following table presents certain information relating to the leases at the CrossPoint Property:
Tenant Summary(1) | |||||||
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(2) | Tenant SF | Approximate % of SF | Annual UW Base Rent | % of Total Annual UW Base Rent | Annual UW Base Rent PSF(3) | Lease Expiration |
Kronos Incorporated(4)(6) | BB/B2/NR | 505,664 | 38.3% | $7,837,792 | 37.8% | $15.50 | 2/6/2029 |
Verizon New England(5) | A-/Baa1/BBB+ | 314,981 | 23.9% | $4,453,589 | 21.5% | $14.14 | 12/31/2023(6) |
Arris Technology, Inc. | NR/Ba3/BB | 143,594 | 10.9% | $2,145,286 | 10.4% | $14.94 | 4/30/2027 |
Vantiv eCommerce, LLC | NR/NR/NR | 63,924 | 4.8% | $1,534,176 | 7.4% | $24.00 | 12/31/2021 |
United States of America (GSA) - IRS | AAA/Aaa/AA+ | 36,752 | 2.8% | $1,266,958 | 6.1% | $34.47 | 8/14/2026(7) |
Subtotal/Wtd. Avg. | 1,064,915 | 80.7% | $17,237,801 | 83.2% | $16.19 | ||
Remaining Tenants(8) | 194,688 | 14.7% | $3,487,858 | 16.8% | $17.92 | ||
Vacant Space | 60,651 | 4.6% | $0 | 0.0% | $0.00 | ||
Total/Wtd. Avg. | 1,320,254 | 100.0% | $20,725,659 | 100.0% | $16.45 |
(1) | Information is based on the underwritten rent roll. |
(2) | Ratings provided are for the parent company of the entity listed in the “Tenant Name” field whether or not the parent company guarantees the lease. |
(3) | Wtd. Avg. Annual UW Base Rent PSF excludes vacant space. |
(4) | Kronos Incorporated has a free rent period through February 2019. An upfront reserve of $6.5 million was taken for Kronos Incorporated’s free rent period. |
(5) | Annual UW Base Rent for Verizon New England represents the average rent for the tenant through its lease expiration. Verizon New England’s current annual rent is $4,165,349 ($13.22 PSF). |
(6) | Verizon New England has 222,601 SF that expires on 12/31/2023 and 92,380 SF that expires on 5/21/2024. Verizon New England has the right to terminate up to 222,601 SF of its space effective on 12/31/2020 and 92,380 SF of its space effective 5/31/2021 by giving notice on or before 12/31/2019, subject to a termination fee of $10.2 million (assuming both rights are exercised). In the event Verizon New England exercises this right, the CrossPoint Whole Loan provides for a cash sweep. |
(7) | United States of America (GSA) - IRS may terminate its lease after June 1, 2021 by giving 180 days’ notice. |
(8) | Approximately 40,024 SF of Remaining Tenants represents amenities that include: a cafeteria, an auditorium, a conference center and a fitness center. These spaces are represented as occupied square footage with no rent attributed. |
The following table presents certain information relating to the lease rollover schedule at the CrossPoint Property:
Lease Rollover Schedule(1)(2) | ||||||||
Year | # of Leases Rolling | SF Rolling | Approx. % of Total SF Rolling | Approx. Cumulative % of SF Rolling | UW Base Rent PSF Rolling(3) | Total UW Base Rent Rolling | Approx. % of Total Rent Rolling | Approx. Cumulative % of Total Rent Rolling |
MTM | 1 | 800 | 0.1% | 0.1% | $72.47 | $57,980 | 0.3% | 0.3% |
2018 | 1 | 17,876 | 1.4% | 1.4% | $21.35 | $381,653 | 1.8% | 2.1% |
2019 | 0 | 0 | 0.0% | 1.4% | $0.00 | $0 | 0.0% | 2.1% |
2020 | 0 | 0 | 0.0% | 1.4% | $0.00 | $0 | 0.0% | 2.1% |
2021 | 4 | 115,962 | 8.8% | 10.2% | $24.36 | $2,824,426 | 13.6% | 15.7% |
2022 | 0 | 0 | 0.0% | 10.2% | $0.00 | $0 | 0.0% | 15.7% |
2023 | 12 | 263,535 | 20.0% | 30.2% | $15.25 | $4,018,053 | 19.4% | 35.1% |
2024 | 5 | 109,030 | 8.3% | 38.4% | $16.12 | $1,757,684 | 8.5% | 43.6% |
2025 | 0 | 0 | 0.0% | 38.4% | $0.00 | $0 | 0.0% | 43.6% |
2026 | 3 | 57,905 | 4.4% | 42.8% | $29.41 | $1,702,786 | 8.2% | 51.8% |
2027 | 5 | 143,594 | 10.9% | 53.7% | $14.94 | $2,145,286 | 10.4% | 62.2% |
2028 | 0 | 0 | 0.0% | 53.7% | $0.00 | $0 | 0.0% | 62.2% |
2029 | 17 | 505,664 | 38.3% | 92.0% | $15.50 | $7,837,792 | 37.8% | 100.0% |
Thereafter(4) | 5 | 45,237 | 3.4% | 95.4% | $0.00 | $0 | 0.0% | 100.0% |
Vacant | 0 | 60,651 | 4.6% | 100.0% | $0.00 | $0 | 0.0% | 100.0% |
Total/Wtd. Avg. | 53 | 1,320,254 | 100.0% | $16.45 | $20,725,659 | 100.00% |
(1) | Information is based on the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule. |
(3) | Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space. |
(4) | Approximately 40,024 SF represents amenities that include: cafeteria, auditorium, a conference center and a fitness center. Approximately 5,213 SF represents the management office. These spaces are represented as occupied square footage with no rent attributed. |
The Market. The CrossPoint Property is situated between entrance points to U.S. Route 3 (the Northwest Expressway), State Route 2B (the Lowell Connector), and Interstate-495 in Lowell, MA. These access points allow for transportation throughout New England for the tenants and their employees. As of 2017, the population within a 5-mile radius of the CrossPoint Property is 205,069 residents, with a median household income of $70,638, above the national average of $59,039, and in-line with the median household income in the State of Massachusetts at $72,266.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
According to a third party research report, the CrossPoint Property is located in the Lowell/Chelmsford submarket of the Greater Boston office market. Overall, the Lowell/Chelmsford submarket has a supply of 19.7 million SF of office space and average asking rents of $18.68 PSF, as of Q3 2017. Of the 19.7 million SF of office space in the submarket, approximately 4.9 million SF are Class A properties, and the CrossPoint Property represents a significant portion of the 4.9 million SF supply. This class A submarket has average asking rents of $20.79 PSF and vacancy of 16.1%, as of Q3 2017.
A broader search of Class A, multi-tenanted buildings with rentable SF equal to or greater than 200,000 SF in the suburbs to the west and north/northeast of the Boston CBD yielded a competitive set of 15.5 million SF across 49 buildings, recording a vacancy rate of 8.0% and average rent of $26.65 PSF.
The appraiser identified six comparable office leases signed between 2015 and 2017 relative to the leases signed at the CrossPoint Property. The comparable set had leases ranging from $10.40 to $18.59 PSF on an adjusted basis, with an average of $16.44 PSF, in-line with UW base rent of $16.45 PSF at the CrossPoint Property.
The following table presents certain information relating to the directly competitive buildings with respect to the CrossPoint Property:
Comparable Office Buildings | |||||||
Property Name | Location | Distance from Subject | Net Rentable Area (SF) | Tenant | SF Leased | Rent PSF | Adjusted Rent PSF |
CrossPoint Property | Lowell, MA | - | 1,320,254(1) | $16.45(1) | $16.45(1) | ||
Westford Technology Park | Westford, MA | 5.5 miles | 162,000 | Aspect Software Inc. | 29,930 | $22.00 | $14.03 |
Connector Park | Lowell, MA | 0.2 miles | 199,783 | Altranais Home Care | 2,351 | $18.50 | $11.48 |
Westford Technology Park | Westford, MA | 5.5 miles | 162,000 | Akamai Technologies | 42,286 | $22.75 | $13.65 |
Altid Business Park | Chelmsford, MA | 1.7 miles | 131,430 | Comcast | 131,430 | $16.25 | $18.59 |
1 Executive Drive | Chelmsford, MA | 0.5 miles | 111,454 | Spectro | 7,201 | $19.50 | $10.40 |
Chelmsford Office & Reserve Park | Chelmsford, MA | 1.0 mile | 293,422 | HNTB Corporation | 21,018 | $14.00 | $14.70 |
Total/Wtd. Avg.(2) | 176,682 | 39,036 | $18.08 | $16.44 |
Source:Appraisal
(1) | Based on the underwritten rent roll. |
(2) | Total/Wtd. Avg. excludes the CrossPoint Property. |
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 CrossPoint Property:
Cash Flow Analysis | ||||||
2014(1) | 2015(1) | 2016 | 11/30/2017 TTM | UW | UW PSF | |
Gross Potential Rent(2) | N/A | N/A | $11,610,171 | $15,907,616 | $21,725,968 | $16.46 |
Total Recoveries | N/A | N/A | $5,783,881 | $7,648,558 | $11,478,465 | $8.69 |
Percentage Rent | N/A | N/A | $0 | $0 | $0 | $0.00 |
Other Income(3) | N/A | N/A | $671,090 | $812,877 | $854,767 | $0.65 |
Less Vacancy & Credit Loss(4) | N/A | N/A | $0 | $0 | ($2,656,355) | ($2.01) |
Effective Gross Income | N/A | N/A | $18,065,142 | $24,369,051 | $31,402,846 | $23.79 |
Total Operating Expenses | N/A | N/A | $11,704,653 | $13,056,123 | $13,741,126 | $10.41 |
Net Operating Income | N/A | N/A | $6,360,488 | $11,312,928 | $17,661,721 | $13.38 |
Capital Expenditures | N/A | N/A | $0 | $0 | $224,443 | $0.17 |
TI/LC | N/A | N/A | $0 | $0 | $1,320,254 | $1.00 |
Net Cash Flow(5) | N/A | N/A | $6,360,488 | $11,312,928 | $16,117,023 | $12.21 |
Occupancy % | N/A | N/A | 63.7% | 95.4% | 92.0% | |
NOI DSCR(6) | N/A | N/A | 0.88x | 1.57x | 2.45x | |
NCF DSCR(6) | N/A | N/A | 0.88x | 1.57x | 2.24x | |
NOI Debt Yield(6) | N/A | N/A | 4.2% | 7.5% | 11.8% | |
NCF Debt Yield(6) | N/A | N/A | 4.2% | 7.5% | 10.7% |
(1) | The borrower sponsors acquired the CrossPoint Property in January 2018. As a result, historical financials prior to 2016 are unavailable. |
(2) | UW Gross Potential Rent is based on the underwritten rent roll with vacant spaces grossed up to market rents and includes (i) rent steps through January 2019 of $804,117 and (ii) average rent for Verizon totaling $288,240. |
(3) | Other Income includes contractual income for antenna leases as well as parking income, among other things. |
(4) | Vacancy is underwritten to 8.0% economic vacancy, which is in line with the appraiser’s vacancy conclusion of 8.0%. As of January 11, 2018, the CrossPoint Property was 95.4% occupied. |
(5) | The increase in Net Cash Flow from 2016 to 11/30/2017 TTM is primarily associated with an increase in occupancy from 63.7% in December 2016 to 95.4% in January 2018. In May 2016, Kronos executed a new 12-year lease for 505,664 SF (38.3% of NRA). |
(6) | Debt service coverage ratios and debt yields are based on the CrossPoint Whole Loan. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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900 Chelmsford Street Lowell, MA 01851 | Collateral Asset Summary – Loan No. 9 CrossPoint | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 60.0% 2.24x 11.8% |
Escrows and Reserves. At loan origination, the CrossPoint Borrower deposited in escrow: (i) $240,000 for annual real estate taxes, and (ii) $6,500,000 into the Kronos Free Rent Reserve for outstanding free rent associated with the Kronos lease. The CrossPoint Borrower is required to escrow monthly (i) $240,000 towards annual estimated tax payments, (ii) $18,703 towards replacement reserves and (iii) $110,021 for tenant improvements and leasing commissions, which monthly deposits are subject to a cap of $3.96 million,provided that the cap will apply only so long as (a) at least 88.0% of the NRA of the CrossPoint Property improvements are occupied excluding any tenants that are the subject of a bankruptcy action, have gone-dark in more than 25% of their premises or vacated their respective premises, have given notice of their intent not to renew their respective leases (if the then-current term of such leases will expire within 12 months of the applicable determination date) or have leases which are expiring within twelve months of the applicable date of determination), and (b) the DSCR is at least 1.75x.
Lockbox and Cash Management. The CrossPoint Whole Loan provides for a hard lockbox (which is in place) and springing cash management, which will commence during the continuance of a Cash Management Period (as defined below). During the continuance of a Cash Management Period, funds deposited into the lockbox account will be swept daily into the cash management account and all excess funds in the cash management account (after distribution of monthly amounts due under the CrossPoint Whole Loan) will be retained by the lender.
A “Cash Management Period” will commence upon (i) an event of default, (ii) the occurrence of a bankruptcy action with respect to the CrossPoint Borrower, guarantor or any additional required special purpose entity, (iii) failure after the end of one calendar quarter to maintain a DSCR of at least 1.50x (a “DSCR Trigger”), until the DSCR is at least 1.50x for two consecutive quarters, or (iv) any Lease Trigger Period (as defined below). In addition, the CrossPoint Borrower may terminate a Cash Management Period triggered by a DSCR Trigger upon the deposit with lender of the amount that would, if applied to prepay the CrossPoint Whole Loan, as determined by lender, result in a DSCR of 1.50x.
A “Lease Trigger Period” will commence (i) upon the earlier of (a) 12 months prior to the lease expiration under any of the Kronos or Verizon leases or any replacement lease for at least 150,000 SF of the space currently leased to Kronos or Verizon or under which the applicable tenant pays rent with respect to space currently leased to Kronos or Verizon which accounts for 10% or more of gross income from operations for the CrossPoint Property (Kronos and Verizon and any tenant under any such replacement lease, an “Occupancy Reserve Tenant”), or (b) the date on which any Occupancy Reserve Tenant delivers notice or otherwise indicates its intention not to renew its lease at the CrossPoint Property; (ii) at such time, if ever, as any Occupancy Reserve Tenant (A) declares bankruptcy, (B) gives notice of its intent to terminate or not renew its lease or (C) goes-dark with respect to 15% or more of its leased premises or vacates or gives notice of its intent to vacate its demised premises and either (y) such Occupancy Reserve Tenant (or any guarantor of such tenant’s lease) no longer receives an investment grade unsecured long-term debt rating, or (z) such tenant is not obligated to continue to pay full, unabated rent under its lease, or (iii) February 6, 2027; except the Lease Trigger Period will be suspended if the Lease Trigger Period (a) arises under clause (i) or (ii) and the DSCR is at least 1.75x (excluding rents from the applicable Occupancy Reserve Tenant and any other tenants that are the subject of a bankruptcy action, have gone-dark in more than 25% of their premises or vacated their respective premises, have given notice of their intent not to renew their respective leases (if the then-current term under such leases expires within twelve months of the applicable date of determination) or have leases that are expiring within twelve months of the applicable date of determination), and (b) arises under clause (ii)(C) and the Occupancy Reserve Tenant that triggered the Lease Trigger Period is operating in at least 50% of its premises and the balance of available funds in the Occupancy Reserve is at least equal to $35 PSF for the aggregate total square feet demised under such tenant’s lease.
During the continuance of a Cash Management Period (other than a Cash Management Period triggered by an Event of Default or bankruptcy action with respect to CrossPoint Borrower, guarantor or any other required special purpose entity), the excess cash flow will be held by the lender in an “Occupancy Reserve” and disbursed to the CrossPoint Borrower for (a) approved leasing expenses incurred in connection with the re-tenanting of the Verizon and/or Kronos premises, as applicable, (b) approved leasing expenses incurred with respect to other vacant premises at the CrossPoint Property if funds then on deposit in the rollover reserve are insufficient, and/or (c) approved capital expenditures incurred if funds then on deposit in the replacement reserve are insufficient. During the continuance of a Cash Management period triggered by an event of default or a bankruptcy action with respect to CrossPoint Borrower, guarantor or any other required special purpose entity, all excess funds will be retained by lender as additional collateral for the CrossPoint Whole Loan.
Partial Release:The CrossPoint Borrower may obtain the release of a one-acre parcel on the CrossPoint Property that includes a vacant one-story 13,700 SF (1% of NRA) building located on the northeast corner of the CrossPoint Property, upon, among other things, the delivery of defeasance collateral in an amount equal to $1,440,000. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Releases; Partial Releases” in the Preliminary Prospectus.
Additional Secured Indebtedness (not including trade debts).None.
Mezzanine Loan and Preferred Equity.Not permitted.
Terrorism Insurance. The CrossPoint Borrower is required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the CrossPoint Whole Loan documents
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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5005 Losee Road North Las Vegas, NV 89081 | Collateral Asset Summary – Loan No. 10 Norterra Apartments | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 50.3% 2.20x 10.5% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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5005 Losee Road North Las Vegas, NV 89081 | Collateral Asset Summary – Loan No. 10 Norterra Apartments | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 50.3% 2.20x 10.5% |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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5005 Losee Road North Las Vegas, NV 89081 | Collateral Asset Summary – Loan No. 10 Norterra Apartments | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 50.3% 2.20x 10.5% |
Mortgage Loan Information | Property Information | |||||
Mortgage Loan Seller(1): | CCRE | Single Asset/Portfolio: | Single Asset | |||
Original Balance: | $30,000,000 | Location: | North Las Vegas, NV 89081 | |||
Cut-off Date Balance: | $30,000,000 | General Property Type: | Multifamily | |||
% of Initial Pool Balance: | 3.6% | Detailed Property Type: | Garden | |||
Loan Purpose: | Acquisition | Title Vesting: | Fee | |||
Borrower Sponsor(1): | CFHZ Arrow Canyon, LLC | Year Built/Renovated: | 2007/N/A | |||
Mortgage Rate: | 4.54950% | Size: | 426 Units | |||
Note Date: | 2/15/2018 | Cut-off Date Balance per Unit: | $70,423 | |||
First Payment Date: | 4/6/2018 | Maturity Date Balance per Unit: | $70,423 | |||
Maturity Date: | 3/6/2028 | Property Manager:
| Mission Rock Residential, LLC (borrower-related) | |||
Original Term to Maturity: | 120 months | |||||
Original Amortization Term: | 0 months | Underwriting and Financial Information | ||||
IO Period: | 120 months | UW NOI: | $3,157,409 | |||
Seasoning: | 0 month | UW NOI Debt Yield: | 10.5% | |||
Prepayment Provisions: | LO (24); DEF (93); O (3) | UW NOI Debt Yield at Maturity: | 10.5% | |||
Lockbox/Cash Mgmt Status: | Soft/Springing | UW NCF DSCR: | 2.20x | |||
Additional Debt Type: | N/A | Most Recent NOI: | $3,008,137 (11/30/2017 TTM) | |||
Additional Debt Balance: | N/A | 2nd Most Recent NOI: | $2,572,017 (12/31/2016) | |||
Future Debt Permitted (Type): | No (N/A) | 3rd Most Recent NOI: | $2,412,635 (12/31/2015) | |||
Reserves(2) | Most Recent Occupancy: | 94.4% (12/11//2017) | ||||
Type | Initial | Monthly | Cap | 2nd Most Recent Occupancy: | 89.4% (12/31/2016) | |
RE Tax: | $30,535 | $30,535 | N/A | 3rd Most Recent Occupancy: | 86.2% (12/31/2015) | |
Insurance: | $45,410 | $11,352 | N/A | Appraised Value (as of): | $59,700,000 (1/17/2018) | |
CapEx: | $213,000 | $0 | N/A | Cut-off Date LTV Ratio: | 50.3% | |
Replacements: | $213,000 | Springing | N/A | Maturity Date LTV Ratio: | 50.3% |
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount: | $30,000,000 | 48.9% | Purchase Price: | $59,650,000 | 97.1% | |
Borrower Equity: | $31,402,702 | 51.1% | Closing Costs: | $1,250,757 | 2.0% | |
Reserves: | $501,945 | 0.8% | ||||
Total Sources: | $61,402,702 | 100.0% | Total Uses: | $61,402,702 | 100.0% |
(1) | The borrower sponsor is an affiliate of Cantor Commercial Real Estate Lending L.P., the loan seller, Cantor Fitzgerald & Co., the underwriter, and Berkeley Point, LLC a primary servicer or limited sub servicer for certain loans included in the UBS 2018-C9 Trust. See “Risk Factors— Risks Related to Conflicts of Interest— Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests”. |
(2) | See “Escrows and Reserves” below for further discussion of the reserve requirements. |
The Mortgage Loan. The tenth largest mortgage loan (the “Norterra Apartments Mortgage Loan”) is evidenced by a promissory note with an original principal balance of $30,000,000. The Norterra Apartments Mortgage Loan is secured by a first priority mortgage encumbering the borrower’s fee simple interest in a 426-unit, multifamily property located in North Las Vegas, Nevada (the “Norterra Apartments Property”). The proceeds of the Norterra Apartments Mortgage Loan, along with $31,402,702 of borrower equity, were used to acquire the Norterra Apartments Property for $59,650,000, fund reserves of $501,945, and pay closing costs of $1,250,757.
The Borrower and the Borrower Sponsor. The borrower is CF Arrow Canyon Multifamily DST (the “Norterra Apartments Borrower” or the “Borrower”), a single purpose Delaware statutory trust, structured to be bankruptcy-remote, with one (1) independent director in its organizational structure. The nonrecourse carve-out guarantor is CF Real Estate Holdings, LLC, a Delaware limited liability company (the “Guarantor”), which is owned directly by Cantor Fitzgerald Investors, LLC (“Cantor Investors”). The Guarantor and Cantor Investors are each an affiliate of Cantor Commercial Real Estate Lending L.P., the loan seller, Cantor Fitzgerald & Co., the underwriter, and Berkeley Point, LLC a primary servicer or limited sub servicer for certain loans included in the UBS 2018-C9 Trust. Cantor Investors is an affiliate of Cantor Fitzgerald, L.P. (“Cantor Fitzgerald”). Cantor Fitzgerald was founded in 1945 as an investment bank and brokerage business. Along with its subsidiaries and affiliates, Cantor Fitzgerald operates with 10,000 employees in 42 offices worldwide. See“Description of the Mortgage Pool—Mortgage Pool Characteristics—Delaware Statutory Trusts”.
CFHZ Arrow Canyon, LLC (the “Borrower Sponsor”) is a joint venture between HZ DST Arrow Canyon, LLC (“HZ DST”), with a 10% interest, and CF Arrow Canyon, LLC (“CFAC”), with a 90% interest; CFHZ Arrow Canyon Manager, LLC, is the manager of the Borrower Sponsor, subject to HZ DST’s consent over certain major decisions.
HZ DST is an affiliate of Hamilton Zanze (“Hamilton), a private, San Francisco-based real estate investment company that owns and operates apartment communities. Since its founding in 2001, Hamilton has acquired over $2.8 billion in multifamily assets, and the company currently owns and operates 83 properties (+17,900 units) across 10 states.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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5005 Losee Road North Las Vegas, NV 89081 | Collateral Asset Summary – Loan No. 10 Norterra Apartments | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 50.3% 2.20x 10.5% |
The Property. The Norterra Apartments Property is a 426-unit multifamily garden apartment property located in North Las Vegas, Nevada. The Norterra Apartments Property consists of twenty (20) three-story apartment buildings, one (1) single story clubhouse/leasing office, three (3) single story pool/maintenance/restroom buildings, and two (2) mail rooms. The Norterra Apartment Property was constructed in 2007 and is situated on a 17.695-acre site. The common area amenities include two (2) pools, bocce ball, built-in BBQ’s, picnic areas, putting green, and a fitness center. The Norterra Apartments Property contains approximately 450 covered parking spaces and 400 open parking spaces, yielding a parking ratio of 2.0 spaces per unit. Unit features include an average unit size of 1,076 SF, patio/balcony, granite counters, and a full appliance package including a washer/dryer unit.
According to the Norterra Apartments Borrower rent roll, military personnel comprised approximately 20.9% of the tenant base at the Norterra Apartments Property. According to the Norterra Apartments Property’s current form lease, military personnel may terminate leases if they are on active duty in the U.S. Armed Forces. A tenant may also terminate if such tenant (i) is a member of the U.S. Armed Forces or reserves on active duty, (ii) a member of the National Guard called to active duty for more than thirty (30) days in response to a national emergency declared by the president, (iii) receives orders for permanent change-of-station, (iv) receive orders to deploy with a military unit or as an individual in support of a military operation for ninety (90) days or more, or (v) is relieved or released from active duty.
Norterra Apartments Historical Occupancy(1) | |||||||||
2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 |
90.0% | 91.9% | 91.8% | 91.8% | 91.9% | 90.0% | 93.4% | 86.2% | 89.4% | 94.4% |
(1) | Source: CoStar. Historical occupancy based on average CoStar occupancy for each quarter from years 2008-2014. Historical occupancy from 2015-2017 is based on the UW model. |
The table below shows the consolidated unit mix at the Norterra Apartments Property:
Norterra Apartments Unit Mix Summary(1) | |||||||
Floor Plan | No. of Units | % of Total Units | Occupied Total Units | Total Occupancy | Avg. Unit Size (SF) | Avg. UW Monthly Rent per Unit | Total Size (SF) |
1 Bedroom A | 72 | 16.9% | 69 | 95.8% | 750 | $850 | 54,000 |
1 Bedroom B | 37 | 8.7% | 35 | 94.6% | 995 | $879 | 36,815 |
1 Bedroom C | 71 | 16.7% | 66 | 93.0% | 1007 | $907 | 71,497 |
2 Bedroom A | 27 | 6.3% | 24 | 88.9% | 1057 | $973 | 28,539 |
2 Bedroom B | 57 | 13.4% | 54 | 94.7% | 1069 | $950 | 60,933 |
2 Bedroom C | 37 | 8.7% | 35 | 94.6% | 1188 | $960 | 43,956 |
2 Bedroom D | 71 | 16.7% | 69 | 97.2% | 1218 | $1,003 | 86,478 |
3 Bedroom A | 16 | 3.8% | 15 | 93.8% | 1367 | $1,169 | 21,872 |
3 Bedroom B | 32 | 7.5% | 29 | 90.6% | 1398 | $1,173 | 44,736 |
3 Bedroom C | 2 | 0.5% | 2 | 100.0% | 1554 | $1,247 | 3,108 |
3 Bedroom D | 4 | 0.9% | 4 | 100.0% | 1590 | $1,280 | 6,360 |
Total/Wtd. Avg. | 426 | 100.0% | 402 | 94.4% | 1,076 | $961 | 458,294 |
(1) | Information is based on the underwritten model. |
The Market. The Norterra Apartments Property is located in North Las Vegas, Nevada within Clark County in the northern portion of the Las Vegas Valley, approximately twelve (12) miles northwest of the Las Vegas Strip. In 2016, Las Vegas was ranked #18 on Forbes’ Fastest-Growing Cities list. Las Vegas has added jobs at an annual growth rate of 3.7% in the three years ending the third quarter of 2017. As of November 2017, the unemployment rate in Las Vegas was 5.2%, the lowest rate since November 2007. The submarket’s major employers include Cannery Hotel Casino, Mar Max, the VA Southern Nevada Hospital, College of Southern Nevada, Republic Services, U.S. Foods, Las Vegas Motor Speedway, and Nellis Air Force Base. Located within five miles of the Norterra Apartments Property, Nellis Air Force Base employs approximately 9,080 total military personnel.
According to the appraisal, the Norterra Apartments Property is located within the North Las Vegas submarket within Las Vegas metropolitan market. As of 3Q 2017, the North Las Vegas submarket had an inventory of 22,573 units with an average vacancy rate of 2.7%. Average asking rent in the submarket stood at $909 per unit. The Las Vegas metro market had a vacancy rate of 3.2% with an average asking rent of $937 per unit. According to the appraisal, the estimated 2016 population within a one-, three-, and five-mile radius of the Norterra Apartments Property was 22,497, 196,341, and 495,182 respectively, and the 2016 estimated average household income within the same one-, three-, and five-mile radius was $125,880, $121,573, and $115,869, respectively.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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5005 Losee Road North Las Vegas, NV 89081 | Collateral Asset Summary – Loan No. 10 Norterra Apartments | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 50.3% 2.20x 10.5% |
Rent Comparables to the Norterra Apartments Property are shown in the table below:
Norterra Apartments Rent Comparables | ||||
Bedroom Type | No. of Units(1) | Unit SF(1) | Avg. UW Rent Per Unit(1) | Avg. Comparable Monthly Rent Per Unit(2) |
1 Bedroom A | 72 | 750 | $850 | $850 |
1 Bedroom B | 37 | 995 | $879 | $1,009 |
1 Bedroom C | 71 | 1,007 | $907 | $900 |
2 Bedroom A | 27 | 1,057 | $973 | $1,003 |
2 Bedroom B | 57 | 1,069 | $950 | $974 |
2 Bedroom C | 37 | 1,188 | $960 | $1,165 |
2 Bedroom D | 71 | 1,218 | $1,003 | $1,267 |
3 Bedroom A | 16 | 1,367 | $1,169 | $1,055 |
3 Bedroom B | 32 | 1,398 | $1,173 | $979 |
3 Bedroom C | 2 | 1,554 | $1,247 | $1,261 |
3 Bedroom D | 4 | 1,590 | $1,280 | $1,304 |
Total/Wtd. Avg. | 426 | 1,076 | $961 | $1,079 |
(1) | Information is based on the underwritten model. |
(2) | Information is based on the appraisal. |
The underwritten average rent for the Norterra Apartments Property is 10.9% below the average market rent.
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 Norterra Apartments Property:
Cash Flow Analysis | ||||||
2014(4) | 2015 | 2016 | 11/30/2017 TTM | UW | UW per Unit | |
Gross Potential Rent(1) | N/A | $3,729,473 | $4,039,936 | $4,430,666 | $4,950,997 | $11,622 |
Total Other Income(2) | N/A | $600,242 | $660,730 | $652,021 | $652,021 | $1,531 |
Less Vacancy & Concessions | N/A | $0 | $0 | $0 | ($341,925) | ($803) |
Effective Gross Income | N/A | $4,329,715 | $4,700,666 | $5,082,688 | $5,261,093 | $12,350 |
Total Operating Expenses | N/A | $1,917,080 | $2,128,649 | $2,074,551 | $2,103,684 | $4,938 |
Net Operating Income | N/A | $2,412,635 | $2,572,017 | $3,008,137 | $3,157,409 | $7,412 |
Capital Expenditures | N/A | $0 | $0 | $0 | $106,500 | $250 |
Net Cash Flow | N/A | $2,412,635 | $2,572,017 | $3,008,137 | $3,050,909 | $7,162 |
Occupancy % | N/A | 86.2% | 89.4% | 94.4% | 94.6%(3) | |
NOI DSCR | N/A | 1.74x | 1.86x | 2.17x | 2.28x | |
NCF DSCR | N/A | 1.74x | 1.86x | 2.17x | 2.20x | |
NOI Debt Yield | N/A | 8.0% | 8.6% | 10.0% | 10.5% | |
NCF Debt Yield | N/A | 8.0% | 8.6% | 10.0% | 10.2% |
(1) | Underwritten Gross Potential Rent is underwritten to the rent roll, which reflects physical occupancy of 94.4% as of December 11, 2017. |
(2) | Total Other Income includes utility reimbursements (water, gas, and electric), renter fees, trash fees, corporate unit fees, pet fees, admin fees, cleaning fees, furniture rental and other miscellaneous fees. |
(3) | Vacancy is underwritten to 5.4%, based on the underwritten rent roll. |
(4) | The seller acquired the Norterra Apartments Property in 2014. As a result, 2014 historical financials are not available. |
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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5005 Losee Road North Las Vegas, NV 89081 | Collateral Asset Summary – Loan No. 10 Norterra Apartments | Cut-off Date Balance: Cut-off Date LTV Ratio: UW NCF DSCR: UW NOI Debt Yield: | $30,000,000 50.3% 2.26x 10.5% |
Escrows and Reserves. At loan origination, the Norterra Apartments Borrower deposited (i) $30,535 upfront in escrow for annual real estate taxes, (ii) $45,410 upfront in escrow for annual insurance premiums, (iii) $213,000 upfront in escrow for a replacement reserve, and (iv) $213,000 upfront for additional capital expenditures. Additionally, the Norterra Apartments Borrower is required to escrow monthly (i) $30,535 for annual estimated tax payments, (ii) $11,352 for estimated insurance premiums, and (iii) replacement reserves of $250 per residential unit within the Norterra Apartments Property commencing on April 6, 2020 until April 6, 2022 and $325 per residential unit within the Norterra Apartments Property thereafter.
Lockbox and Cash Management.The Norterra Apartments Mortgage Loan is structured with a soft lockbox and springing cash management upon the occurrence and continuance of a Cash Management Period (as defined below).
A “Cash Management Period” will commence upon the occurrence of (i) any event of default or (ii) the failure by Norterra Apartments Borrower, after the end of two calendar quarters, to maintain a DSCR of at least 1.40x, or (iii) certain bankruptcy events of the Norterra Apartments Borrower, CF Arrow Canyon Master Tenant, LLC (“Master Tenant”), Norterra Apartments Borrower’s trustee, or the property manager, and will end if (1) in the case of the foregoing clause (i), lender accepts a cure of such event of default and no other event of default has occurred which is continuing, (2) in the case of certain bankruptcy events of the property manager, if the Norterra Apartments Borrower or Master Tenant (as the case may be) replaces such property manager in accordance with the requirements of the loan documents or if such bankruptcy event is discharged, stayed or dismissed within 90 days, or (3) in the case of the foregoing clause (ii), if the DSCR is at least 1.45x for two consecutive calendar quarters;provided that, (A) no event of default has occurred and (B) no event that would trigger another Cash Management Period has occurred. During a Cash Management Period, all excess cash is deposited into the excess cash reserve. Once collected, the excess cash is held by lender as additional security for the Loan. Upon termination of the Cash Management Period, provided that no other Cash Management Period has occurred and is continuing, the lender will disburse the excess cash to the Norterra Apartments Borrower.
Additional Secured Indebtedness.Not permitted.
Mezzanine Loan and Preferred Equity.Not permitted.
Transfers:In addition to standard transfer provisions, the Norterra Apartments Mortgage Loan documents contain broad rights to transfer direct or indirect interests in the Norterra Apartments Borrower to an entity controlled by Cantor Fitzgerald, L.P., subject to ongoing compliance with representations, delivery of certain legal opinions. The loan documents also provide for (i) the permitted transfer of beneficial Delaware statutory trust (“DST”) interests in the Norterra Apartments Borrower to accredited investors subject to on-going compliance with representations and (ii) under certain circumstances, the conversion of the DST to a newly formed, single purpose limited liability company.
Terrorism Insurance. The Norterra Apartments Borrower is required to obtain insurance against acts of terrorism for loss resulting from perils and acts of terrorism in amounts and with terms and conditions applicable to commercial property, general liability, business income and umbrella liability insurance required pursuant to the Norterra Apartments Mortgage Loan documents.
Delaware Statutory Trust. The Norterra Apartments Borrower is structured as a DST. The DST is structured with a trust agreement granting a trust manager the full power and authority to manage the Norterra Apartments Property and the activities and affairs of the Norterra Apartments Borrower. The trust manager is subject to certain DST restrictions, including, without limitation, the Norterra Apartments Borrower may not (i) accept future contributions once closed, (ii) renegotiate existing loans, (iii) reinvest proceeds from a sale, (iv) make capital expenditures beyond normal repairs and improvements, and (v) negotiate new leases. The loan documents permit the Norterra Apartments Borrower to convert from a DST to a Delaware limited liability company if, among other things, (A) the Master Tenant has failed to timely pay rent due under the Master Lease (as defined below) after the expiration of any applicable notice and cure provisions or (B) the trust manager determines that it is in the best interest of the Norterra Apartments Borrower to take an action that is in violation of the DST restrictions.
Master Lease. In order to accommodate the DST structure (and address the DST restrictions), the Norterra Apartments Borrower entered into a master lease (the “Master Lease”) with a Master Tenant which entity is owned and controlled by the Borrower Sponsor. Under the Master Lease, the entire Norterra Apartments Property is leased to the Master Tenant who subleases the residential units at the Norterra Apartments Property to the residential tenants. The lender may terminate the Master Lease upon, among things, a foreclosure. Rent under the Master Lease consists of: (x) base rent (equal to the debt service and other amounts owed monthly pursuant to the Norterra Apartments Mortgage Loan documents plus a portion of the targeted equity return and (y) percentage rent in an amount equal to 80% of the gross rent (which includes all rent or other revenues received by the Master Tenant from the operation of the Norterra Apartments Property), in excess of a baseline amount set forth in the Master Lease. The Master Lease expires after the maturity date of the Norterra Apartments Mortgage Loan.
THE INFORMATION IN THIS COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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UBS 2018-C9
TRANSACTION CONTACT INFORMATION |
Questions regarding this Collateral Term Sheet may be directed to any of the following individuals:
UBS Securities LLC | |
David Schell | Tel. (212) 713-3375 |
Nicholas Galeone | Tel. (212) 713-8832 |
Siho Ham | Tel. (212) 713-1278 |
Cantor Fitzgerald & Co. / CCRE | |
Steve Gargiulo | Tel. (212) 829-5259 |
Clark Andreson | Tel. (212) 829-5290 |
Baz Preston | Tel. (212) 829-5294 |
Kiran Manda | Tel. (212) 915-1925 |
Jared Noordyk | Tel. (212) 915-1709 |
SG Americas Securities, LLC | |
Adam Ansaldi | Tel. (212) 278-6126 |
Jim Barnard | Tel. (212) 278-6263 |
Warren Geiger | Tel. (212) 278-5692 |
Justin Cappuccino | Tel. (212) 278-6393 |
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