FREE WRITING PROSPECTUS | ||
FILED PURSUANT TO RULE 433 | ||
REGISTRATION FILE NO.: 333-195164-03 | ||
Free Writing Prospectus
Preliminary Collateral Term Sheet
$[1,138,484,364]
(Approximate Aggregate Cut-off Date Balance of Mortgage Pool)
Wells Fargo Commercial Mortgage Trust 2014-LC18
as Issuing Entity
Wells Fargo Commercial Mortgage Securities, Inc.
as Depositor
Ladder Capital Finance LLC
Wells Fargo Bank, National Association
The Royal Bank of Scotland plc
Liberty Island Group I LLC
NCB, FSB
Walker & Dunlop Commercial Property Funding I WF, LLC
as Sponsors and Mortgage Loan Sellers
Series 2014-LC18
December 3, 2014
WELLS FARGO SECURITIES | ||||
Lead Manager and Sole Bookrunner | ||||
Deutsche Bank Securities Co-Manager | Barclays Co-Manager |
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) (SEC File No. 333-195164) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.
Nothing in this document constitutes an offer of securities for sale in any jurisdiction where the offer or sale is not permitted. The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities. These materials are subject to change, completion, supplement or amendment from time to time.
STATEMENT REGARDING CERTAIN ESTIMATES AND OTHER INFORMATION
This free writing prospectus contains certain forward-looking statements. If and when included in this free writing prospectus, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this free writing prospectus are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.
Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Institutional Securities, LLC, a member of FINRA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts. Wells Fargo Securities, LLC, Wells Fargo Institutional Securities, LLC, and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
The certificates to be backed in part by the assets described herein, and such assets, are subject to modification, revision and other changes any time prior to issuance or availability of a final prospectus, such certificates are offered on a “when, as and if issued” basis. Prospective investors should understand that, when considering the purchase of such certificates, a contract of sale will come into being no sooner than the date on which the relevant class of certificates has been priced and the underwriters have confirmed the allocation of certificates to be made to investors; any “indications of interest” expressed by any prospective investor, and any “soft circles” generated by the underwriters, will not create binding contractual obligations for such prospective investors, on the one hand, or the underwriters, the depositor or any of their respective agents or affiliates, on the other hand.
As a result of the foregoing, a prospective investor may commit to purchase certificates that have characteristics (including with respect to the underlying assets) that may change, and each prospective investor is advised that all or a portion of the certificates referred to in these materials may be issued without all or certain of the characteristics (including with respect to the underlying assets) described in these materials. The underwriters’ obligation to sell certificates to any prospective investor is conditioned on the certificates and the transaction having the characteristics described in these materials. If the underwriters determine that a condition is not satisfied in any material respect, such prospective investor will be notified, and neither the depositor nor the underwriters will have any obligation to such prospective investor to deliver any portion of the certificates which such prospective investor has committed to purchase, and there will be no liability between the underwriters, the depositor or any of their respective agents or affiliates, on the one hand, and such prospective investor, on the other hand, as a consequence of the non-delivery.
Each prospective investor has requested that the underwriters provide to such prospective investor information in connection with such prospective investor’s consideration of the purchase of the certificates to be backed in part by the assets described in these materials. These materials are being provided to each prospective investor for informative purposes only in response to such prospective investor’s specific request. The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.
The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS
Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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No. 1 – Hawaii Kai Towne Center | ||||||||
Loan Information | Property Information | |||||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Single Asset | |||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Mixed Use | |||||
Original Principal Balance: | $84,750,000 | Specific Property Type: | Retail/Office | |||||
Cut-off Date Principal Balance: | $84,750,000 | Location: | Honolulu, HI | |||||
% of Initial Pool Balance: | [ ]% | Size(3): | 469,787 SF | |||||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per SF(1): | $189.40 | |||||
Borrower Name: | Hawaii Kai Towne Center SPE LLC | Year Built/Renovated: | 1991/NAP | |||||
Sponsor: | ValueRock Realty Partners | Title Vesting: | Leasehold | |||||
Mortgage Rate: | 4.393% | Property Manager: | Jones Lang LaSalle Americas Inc. | |||||
Note Date: | November 20, 2014 | 3rd Most Recent Occupancy (As of): | 98.0% (6/30/2011) | |||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 98.0% (6/30/2012) | |||||
Maturity Date: | December 6, 2024 | Most Recent Occupancy (As of): | 98.0% (6/30/2013) | |||||
IO Period: | 60 months | Current Occupancy (As of): | 96.7% (9/19/2014) | |||||
Loan Term (Original): | 120 months | |||||||
Seasoning: | 0 month | Underwriting and Financial Information: | ||||||
Amortization Term (Original): | 360 months | |||||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | 3rd Most Recent NOI (As of): | $7,585,875 (TTM 6/30/2012) | |||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $7,741,777 (TTM 6/30/2013) | |||||
Call Protection: | L(24),D(92),O(4) | Most Recent NOI (As of): | $7,645,189 (TTM 6/30/2014) | |||||
Lockbox Type: | Hard/Upfront Cash Management | |||||||
Additional Debt(1): | Yes | |||||||
Additional Debt Type(1): | Mezzanine | U/W Revenues: | $12,754,158 | |||||
U/W Expenses: | $5,142,885 | |||||||
U/W NOI: | $7,611,273 | |||||||
U/W NCF: | $7,349,063 | |||||||
Escrows and Reserves(2): | U/W NOI DSCR(1): | 1.50x | ||||||
U/W NCF DSCR(1): | 1.44x | |||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NOI Debt Yield(1): | 9.0% | |||
Taxes | $575,138 | $115,028 | NAP | U/W NCF Debt Yield(1): | 8.7% | |||
Insurance | $99,000 | $16,500 | NAP | As-Is Appraised Value: | $119,000,000 | |||
Replacement Reserve | $509,829 | $4,344 | NAP | As-Is Appraisal Valuation Date: | July 23, 2014 | |||
TI/LC Reserve | $437,060 | $19,750 | $300,000 | Cut-off Date LTV Ratio(1): | 71.2% | |||
Rent Reserve | $361,018 | $0 | NAP | LTV Ratio at Maturity or ARD: | 65.1% | |||
Ground Rent Reserve | $0 | $6,250 | NAP |
(1) | See “Subordinate and Mezzanine Indebtedness” section. The equity interest in the Hawaii Kai Towne Center Mortgage Loan borrower has been pledged to secure mezzanine indebtedness with a principal balance of $12,400,000. All LTV, DSCR, Debt Yield and Cut-off Date Principal Balance per square foot numbers shown in the chart above are based solely on the Hawaii Kai Towne Center Mortgage Loan. As of the Cut-off Date, the combined LTV Ratio is 81.6%, the combined underwritten NCF DSCR is 1.16x, and the combined underwritten NCF Debt Yield is 7.6%. |
(2) | See “Escrows” section. |
(3) | Size includes StorSecure Self Storage, Costco Wholesale Warehouse, and Burger King, which each own their improvements and lease the ground from the landlord. In total, 261,884 square feet represent pad leases to tenants, representing 55.7% of rentable square footage and 31.1% of underwritten total rent. |
The Mortgage Loan. The mortgage loan (the “Hawaii Kai Towne Center Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the leasehold interest in a mixed use property located in Honolulu, HI (the “Hawaii Kai Towne Center Property”). The Hawaii Kai Towne Center Mortgage Loan was originated on November 20, 2014 by Ladder Capital Finance LLC. The Hawaii Kai Towne Center Mortgage Loan had an original principal balance of $84,750,000, has an outstanding principal balance as of the Cut-off Date of $84,750,000 and accrues interest at an interest rate of 4.393% per annum. The Hawaii Kai Towne Center Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments for the first 60 payments following origination, and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Hawaii Kai Towne Center Mortgage Loan matures on December 6, 2024.
Following the lockout period, the borrower has the right to defease the Hawaii Kai Towne Center Mortgage Loan in whole, but not in part, on any date before September 6, 2024. In addition, the Hawaii Kai Towne Center Mortgage Loan is prepayable without penalty on or after September 6, 2024.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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HAWAII KAI TOWNE CENTER |
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $84,750,000 | 74.4% | Purchase price | $109,500,000 | 96.1% | |||
Mezzanine loan | 12,400,000 | 10.9 | Reserves | 2,495,726 | 2.2 | |||
Sponsor new cash contribution | 16,827,771 | 14.8 | Closing costs | 1,982,045 | 1.7 | |||
Total Sources | $113,977,771 | 100.0% | Total Uses | $113,977,771 | 100.0% |
The Property. The Hawaii Kai Towne Center Property is a mixed use anchored retail/office center containing 469,787 square feet, situated on 27.4 acres consisting of 10 buildings in Honolulu, Hawaii. The Hawaii Kai Towne Center Property consists of six components: (i) Towne Center (five retail buildings totaling 230,749 square feet leased to 23 tenants and 98.9% occupied); (ii) Executive Plaza (one building totaling 43,311 square feet leased to 18 tenants and 82.4% occupied); (iii) Corporate Plaza (one building totaling 54,557 square feet leased to 13 tenants and 94.2% occupied); (iv) a ground subleased 120,000 square foot self-storage facility; (v) a 14,165 square foot gas station; and (vi) a 7,005 square foot Outback Steakhouse. The Towne Center includes a 138,859 square foot standalone building ground subleased to Costco and a 36,627 square foot standalone building occupied by City Mill. The Hawaii Kai Towne Center Property was 96.7% occupied as of September 19, 2014.
The following table presents certain information relating to the tenancy at the Hawaii Kai Towne Center Property:
Major Tenants
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF(2) | Annual U/W Base Rent(2) | % of Total Annual U/W Base Rent | Sales PSF (3) | Occupancy Cost(3)(4) | Lease Expiration Date(5) | |
Anchor Tenants | ||||||||||
Costco(6) | A+/A1/A+ | 138,859 | 29.6% | $19.18(7) | $2,663,485(7) | 32.3% | NAV | NAV | 10/25/2026 | |
City Mill | NR/NR/NR | 36,627 | 7.8% | $30.96 | $1,133,972 | 13.8% | $298 | 14.2% | 3/31/2023 | |
Ross Stores | NR/NR/A- | 22,013 | 4.7% | $27.36 | $602,276 | 7.3% | $542 | 7.0% | 1/31/2019 | |
StorSecure(6) | NR/NR/NR | 120,000 | 25.5% | $1.87 | $223,815 | 2.7% | NAP | NAP | 6/29/2045 | |
Total Major Retail Tenants | 317,499 | 67.6% | $14.56 | $4,623,548 | 56.1% | |||||
Non-Major Retail Tenants | 51,978 | 11.1% | $36.33 | $1,888,339 | 22.9% | |||||
Office Tenants | 84,677 | 18.0% | $20.49 | $1,734,982 | 21.0% | |||||
Occupied Collateral Total | 454,154 | 96.7% | $18.16 | $8,246,868 | 100.0% | |||||
Vacant Space | 15,633 | 3.3% | ||||||||
Collateral Total | 469,787 | 100.0% | ||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through October 2015. |
(3) | Sales PSF and Occupancy Costs are for the trailing 12 months ending July 31, 2014. |
(4) | Occupancy Costs include base rent, reimbursements and percentage rent, as applicable. |
(5) | Costco can terminate its lease at any given time with 90-days’ notice. Prior to April 29th, 2026, upon termination of the lease, the termination penalty equals 12 months of rent and additional rent which is approximately $3,525,000. |
(6) | StorSecure Self Storage and Costco Wholesale Warehouse own their improvements and are on sub groundleases with the landlord. |
(7) | The Annual U/W Base Rent and Annual U/W Base Rent PSF for Costco represents the tenant’s average rent over the lease term. The tenant’s current in-place rent is $17.68 per square foot. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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HAWAII KAI TOWNE CENTER |
The following table presents certain information relating to the historical sales and occupancy costs at the Hawaii Kai Towne Center Property:
Historical Sales (PSF) and Occupancy Cost(1)
Tenant Name | 2012 | 2013 | 2014 | Occupancy Cost |
Costco | NAV | NAV | NAV | NAV |
StorSecure | NAP | NAP | NAP | NAP |
City Mill | $279 | $283 | $298 | 14.2% |
Ross Stores | $510 | $531 | $542 | 7.0% |
(1) | Historical Sales (PSF) and Occupancy Costs are based on historical statements provided by the borrower. |
The following table presents certain information relating to the lease rollover schedule at the Hawaii Kai Towne Center Property:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative Expiring NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | % of Annual U/W Base Rent | Annual U/W Base Rent PSF(3) | |
MTM | 1 | 915 | 0.2% | 915 | 0.2% | $20,862 | 0.3% | $22.80 | |
2014 | 2 | 0 | 0.0% | 915 | 0.2% | $12,000 | 0.1% | $0.00 | |
2015 | 16 | 20161 | 4.3% | 21,076 | 4.5% | $442,285 | 5.4% | $21.94 | |
2016 | 10 | 17,400 | 3.7% | 38,476 | 8.2% | $426,193 | 5.2% | $24.49 | |
2017 | 10 | 12,692 | 2.7% | 51,168 | 10.9% | $470,535 | 5.7% | $37.07 | |
2018 | 10 | 21,280 | 4.5% | 72,448 | 15.4% | $730,618 | 8.9% | $34.33 | |
2019 | 6 | 24692 | 5.3% | 97,140 | 20.7% | $704,025 | 8.5% | $28.51 | |
2020 | 5 | 13,796 | 2.9% | 110,936 | 23.6% | $283,197 | 3.4% | $20.53 | |
2021 | 1 | 1233 | 0.3% | 112,169 | 23.9% | $56,965 | 0.7% | $46.20 | |
2022 | 0 | 0 | 0.0% | 112,169 | 23.9% | $0 | 0.0% | $0.00 | |
2023 | 4 | 40,085 | 8.5% | 152,254 | 32.4% | $1,299,671 | 15.8% | $32.42 | |
2024 | 8 | 37251 | 7.9% | 189,505 | 40.3% | $728,218 | 8.8% | $19.55 | |
Thereafter | 3 | 264,649 | 56.3% | 454,154 | 96.7% | $3,072,300 | 37.3% | $11.61 | |
Vacant | 0 | 15,633 | 3.3% | 469,787 | 100.0% | $0 | 0.0% | $0.00 | |
Total/Weighted Average | 76 | 469,787 | 100.0% | $8,246,868 | 100.0% | $18.16 |
(1) | Information obtained from the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
The following table presents historical occupancy percentages at the Hawaii Kai Towne Center Property:
Historical Occupancy
12/31/2011(1) | 12/31/2012(1) | 12/31/2013(1) | 3/1/2014(2) | |||
98.0% | 98.0% | 98.0% | 96.7% |
(1) | Information obtained from the borrower. |
(2) | Information obtained from the underwritten rent roll. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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HAWAII KAI TOWNE CENTER |
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Hawaii Kai Towne Center Property:
Cash Flow Analysis
TTM 6/30/2012 | TTM 6/30/2013 | TTM 6/30/2014 | U/W | U/W $ per SF | |||||||
Base Rent | $8,112,074 | $8,155,533 | $8,306,310 | $8,261,822 | $17.59 | ||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 405,539 | 0.86 | ||||||
Percentage Rent | 77,443 | 83,405 | 87,783 | 87,783 | 0.19 | ||||||
Total Reimbursables | 4,212,836 | 4,315,647 | 4,099,986 | 4,554,583 | 9.69 | ||||||
Other Income | $169,995 | $100,640 | $125,284 | $125,284 | 0.27 | ||||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (680,854)(1) | (1.45) | ||||||
Effective Gross Income | 12,572,348 | $12,655,225 | $12,619,362 | $12,754,159 | $27.15 | ||||||
Total Operating Expenses | $4,986,473 | $4,913,448 | $4,974,174 | $5,142,885 | $10.95 | ||||||
Net Operating Income | $7,585,875 | $7,741,777 | $7,645,189 | $7,611,273 | $16.20 | ||||||
TI/LC | 0 | 0 | 0 | 210,080 | 0.45 | ||||||
Capital Expenditures | 0 | 0 | 0 | 52,131 | 0.11 | ||||||
Net Cash Flow | $7,585,875 | $7,741,777 | $7,645,189 | $7,349,063 | $15.64 | ||||||
NOI DSCR | 1.49x | 1.52x | 1.50x | 1.50x | |||||||
NCF DSCR | 1.49x | 1.52x | 1.50x | 1.44x | |||||||
NOI DY | 9.0% | 9.1% | 9.0% | 9.0% | |||||||
NCF DY | 9.0% | 9.1% | 9.0% | 8.7% |
(1) | The underwritten economic vacancy is 5.1%. The Hawaii Kai Towne Center Property was 96.7% physically occupied as of September 19, 2014. |
Appraisal. As of the appraisal valuation date of July 23, 2014, the Hawaii Kai Towne Center Property had an “as-is” appraised value of $119,000,000.
Environmental Matters. According to a Phase I environmental site assessment dated August 6, 2014, there was no evidence of any recognized environmental condition at the Hawaii Kai Towne Center Property.
Market Overview and Competition. The Hawaii Kai Towne Center Property is located in a highly visible location with over 40,000 average daily traffic count along Kalanian’ole. Located 12 miles east via the H-1 freeway from Downtown Honolulu. The Hawaii Kai Towne Center Property is bordered by the Kuli’ou’ou area to the west, Koko Head Park area to the east, Maunalua Bar to the south, and the Koolau Mountains to the north. According to the appraisal, the area is built out and consists of approximately 95% residential and 5% commercial uses. The area is has an average household income of $121,964 within a 3-mile radius of the Hawaii Kai Towne Center Property, compared to the average Honolulu CBD average household income of $88,188. The Hawaii Kai Towne Center Property’s main competition is the Koko Marina Center, immediately across the Kuapa Pond off the Kalaniana’ole Highway. The Koko Marina Center has over 70 tenants but it does not generally compete for the same customers as the Hawaii Kai Towne Center Property. Koko Marina Center is the only medium-sized center within a 5-mile radius of the Hawaii Kai Towne Center Property. Other competition includes the Aina Shopping Center, which consists of 30 tenants, and a Safeway anchored center consisting of 80,821 square feet Per the appraiser, neither of these centers compete with the Hawaii Kai Towne Center Property. Year end 2013, the Honolulu central business district had an aggregate retail sales level of $16.1 billion, with average sales per household of $49,673. By comparison the state of Hawaii had an average sales per household of $47,742, while the United States had $43,474.
The Borrower. The borrower is Hawaii Kai Towne Center SPE LLC, a Delaware limited liability company with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hawaii Kai Towne Center Mortgage Loan. Diversified Partners, Inc. (“Diversified Inc.”), National Credit Tenant Investments, LLC (“National LLC”), Diversified – Lake Forest, LLC (“Diversified LLC”), National Credit Tenant Investment Partners Limited Partnership (“National LP”) and Credit Tenant Investment Partners, L.P. (“Credit LP”) are the guarantors of certain nonrecourse carveouts and, together with the borrower, serve as environmental indemnitors under the Hawaii Kai Towne Center Loan and are jointly and severally liable.
The Sponsor. The sponsor is ValueRock Realty Partners (“ValueRock”). ValueRock is a real estate investment firm located in Irvine, California and Honolulu, Hawaii. The ValueRock team consists of industry veterans with 20 to 30 years of experience in operating and investing in Real Estate. The ValueRock team has managed portfolios valued at more than $30 billion, managed over 70 million square feet of retail space and have handled over $2 billion in redevelopment. Currently, ValueRock owns and manages a $300 million Hawaii portfolio consisting of nine properties totaling 660,072 square feet of retail space with 105 tenants.
David Lee is the Founder and Chairman of ValueRock, with over 30 years of experience Mr. Lee has been involved in more than 1,000 real estate transactions worth more than $30 billion in value.
Escrows. The loan documents provide for upfront escrows in the amount of $575,138 for real estate taxes, $99,000 for insurance, $509,829 for the replacement reserve, $437,060 for the TI/LC reserve, and $361,018 for the rent reserve. The loan documents also provide for ongoing monthly escrows in the amount of $115,028 for real estate taxes, $16,500 for insurance, $4,344 for replacement reserves, $19,750 for the TI/LC reserve (which is capped at $300,000 for the first eight years of the term), and $6,250 for the ground rent reserve.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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HAWAII KAI TOWNE CENTER |
Lockbox and Cash Management.
The Hawaii Kai Towne Center Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay rents directly into such lockbox account. All amounts in the lockbox account are transferred on each business day to a lender controlled cash management account. Prior to the occurrence of a Cash Sweep Event Period (as defined below), all excess funds on deposit in the lockbox account after payment of debt service, operating expenses and required deposits into reserve accounts are made are disbursed to the borrower. During a Cash Sweep Event Period, all excess funds on deposit in the cash management account are swept to a lender-controlled excess cash flow account.
A “Cash Sweep Event Period” will commence upon the earlier of: (i) the occurrence and continuance of an event of default; (ii) the occurrence of a City Mill Cash Sweep Event (as defined below); (iii) the occurrence of a Costco Cash Sweep Event (as defined below); (iv) theaggregate debt service coverage ratio falling below 1.05x while the Mezzanine Loan is outstanding or, 1.15x, after the Mezzanine Loan has been repaid in full; (v) the occurrence of any monetary default or material non-monetary event of default by any party under the Management Agreement, not cured within any applicable cure period; or (vi) a Significant Tenant Cash Sweep Event (as defined below).
A Cash Sweep Event Period will end: with respect to clause (i) above, when such event of default has been cured; with respect to clause (ii) above, upon the occurrence of a City Mill Cash Sweep Event Cure (as defined below); with respect to clause (iii) above, upon the occurrence of a Costco Cash Sweep Event Cure (as defined below); with respect to clause (iv) above, when the aggregate debt service coverage ratio of at least 1.15x or 1.25x, after the Mezzanine Loan has been repaid in full, has been achieved for two consecutive quarters; with respect to clause (v) above, the applicable default under the management agreement shall have been cured by manager or waived; and with respect to clause (vi) above, upon the occurrence of a Significant Tenant Cash Sweep Event Cure (as defined below).
A “City Mill Cash Sweep Event” will occur if (i) City Mill fails to renew the City Mill lease on or before the date that is twelve (12) months prior to the expiration of the City Mill lease, (ii) City Mill gives notice to the lender that it does not intend to renew the City Mill lease; (iii) City Mill vacates, surrenders or ceases to conduct its normal business operations at all or substantially all of its demised premises or otherwise “goes dark”, in each case with respect to the leased premises under the City Mill lease, or (iv) City Mill or City Mill’s parent company, as applicable, becomes insolvent or a debtor in any bankruptcy action. A “City Mill Cash Sweep Event Cure” will occur, as applicable, upon the renewal or replacement of the City Mill lease, the revocation or rescinding of the applicable notice, City Mill reopening for business or the emergence from insolvency or bankruptcy by City Mill (or City Mill’s parent, as applicable), in each case, in accordance with the Hawaii Kai Towne Center loan documents; provided, however, that with respect to any City Mills Cash Sweep Event, in the event that no other City Mill Cash Sweep Event shall be continuing, a City Mill Cash Sweep Event may be cured if the borrower deposits or causes to be deposited with in the excess cash flow account, the amount of $367,000.00.
A “Costco Cash Sweep Event” will occur if (i) Costco fails to renew the Costco lease on or before the date that is twelve (12) months prior to the expiration of the Costco lease, (ii) Costco gives notice to the landlord or the lender that it elects to terminate or elects not to renew the Costco lease; (iii) Costco vacates, surrenders or ceases to conduct its normal business operations, either with or without notice to the landlord or the lender, at all or substantially all of its demised premises or otherwise “goes dark”, in each case with respect to the leased premises under the Costco lease, or (iv) Costco or Costco’s parent company, as applicable, becomes insolvent or a debtor in any bankruptcy action. A “Costco Cash Sweep Event Cure” will occur, as applicable, upon the renewal or replacement of the Costco lease, the revocation or rescinding of the applicable notice, Costco reopening for business or the emergence from insolvency or bankruptcy by Costco (or Costco’s parent, as applicable), in each case, in accordance with the Hawaii Kai Towne Center loan documents.
A “Significant Tenant Cash Sweep Event” will occur if (i) any Significant Tenant (a tenant (other than City Mill or Costco) under a lease or lease(s) which, either individually or in the aggregate, cover more than 10,000 rentable square feet or constitute more than 10% of annual rents) fails to renew the its lease on or before the date that is twelve (12) months prior to the expiration of such Significant Tenant’s lease, (ii) any Significant Tenant gives notice to the landlord or the lender that it elects to terminate or elects not to renew its lease; (iii) any Significant Tenant vacates, surrenders or ceases to conduct its normal business operations at all or substantially all of its demised premises or otherwise “goes dark”, or (iv) any Significant Tenant or such Significant Tenant’s parent company becomes insolvent or a debtor in any bankruptcy action. A “Significant Tenant Cash Sweep Event Cure” will occur, as applicable, upon the renewal or replacement of such Significant Tenant’s lease, the revocation or rescinding of the applicable notice, such Significant Tenant reopening for business or the emergence from insolvency or bankruptcy by such Significant Tenant (or such Significant Tenant’s parent, as applicable), in each case, in accordance with the Hawaii Kai Towne Center loan documents.
Property Management. The Hawaii Kai Towne Center Property is managed by Jones Lang LaSalle Americas Inc.
Assumption. The borrower has the right to transfer the Hawaii Kai Towne Center Property with the Hawaii Kai Towne Center Mortgage Loan assumed by a transferee, subject to customary conditions set forth in the loan documents, including but not limited to: (i) no event of default has occurred and is continuing; (ii) the proposed transferee, the property manager and management agreement are satisfactory to the lender and applicable rating agencies; (iii) rating agency confirmation from DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates; and (iv) payment of an assumption fee equal to 0.25% of the outstanding principal balance of the Hawaii Kai Towne Center Mortgage Loan.
Partial Release. None
Real Estate Substitution. Not Permitted.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
7
HAWAII KAI TOWNE CENTER |
Subordinate and Mezzanine Indebtedness. Ladder Capital Finance LLC (the “Hawaii Kai Towne Center Mezzanine Lender”) has made a $12,400,000 mezzanine loan (the “Hawaii Kai Towne Center Mezzanine Loan”) to VR Hawaii Kai SPE LLC. a Deleware limited partnership that indirectly owns 100.0% of the borrower under the Hawaii Kai Towne Center Mortgage Loan. The Hawaii Kai Towne Center Mezzanine Loan accrues interest at an interest rate of 10.000% per annum and is interest-only. The Hawaii Kai Towne Center Mezzanine Loan matures on December 6, 2024. The rights of the Hawaii Kai Towne Center Mezzanine Lender are further described under the offering documents.
Ground Lease. The Hawaii Kai Towne Center Mortgage Loan is secured by a first mortgage encumbering the borrower’s leasehold interest in one ground lease that expires on November 21, 2089. The initial annual ground lease rent payments are $75,000. On March 1, 2035 the additional rent will equal 10.0% of gross receipts from the Hawaii Kai Towne Center Property less the annual base rent of $75,000. Following the 60th anniversary of the lease commencement date, the additional base rent will be 12.5% of gross receipts from the Hawaii Kai Towne Center Property less the annual base rent of $75,000. Gross receipts exclude reimbursements from tenants for CAM, insurance, and taxes and rent received from Costco.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage from terrorism in an amount equal to the full replacement cost of the Hawaii Kai Towne Center Property as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event.
Windstorm Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage from windstorms in an amount equal to the full replacement cost of the Hawaii Kai Towne Center Property as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
8
No. 2 – JW Marriott New Orleans | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Hospitality | ||||
Original Principal Balance(1): | $50,000,000 | Specific Property Type: | Full Service | ||||
Cut-off Date Principal Balance(1): | $50,000,000 | Location: | New Orleans, LA | ||||
% of Initial Pool Balance: | [ ]% | Size: | 496 rooms | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Room(1): | $181,452 | ||||
Borrower Name: | Sunstone Canal, LLC | Year Built/Renovated: | 1984/2003 | ||||
Sponsor: | Sunstone Hotel Partnership, LLC | Title Vesting: | Leasehold | ||||
Mortgage Rate: | 4.150% | Property Manager: | Marriott Hotel Services, Inc. | ||||
Note Date: | December 2, 2014 | 3rd Most Recent Occupancy (As of): | 79.7% (12/31/2011) | ||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 81.8% (12/31/2012) | ||||
Maturity Date: | December 11, 2024 | Most Recent Occupancy (As of): | 81.1% (12/31/2013) | ||||
IO Period: | None | Current Occupancy (As of): | 81.7% (10/31/2014) | ||||
Loan Term (Original): | 120 months | ||||||
Seasoning: | 0 months | Underwriting and Financial Information: | |||||
Amortization Term (Original): | 360 months | ||||||
Loan Amortization Type: | Amortizing Balloon | 3rd Most Recent NOI (As of): | $10,166,036 (12/31/2012) | ||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $12,903,001 (12/31/2013) | ||||
Call Protection: | L(24),D(92),O(4) | Most Recent NOI (As of)(4): | $14,263,420 (TTM 10/31/2014) | ||||
Lockbox Type(2): | Soft/Upfront Cash Management | ||||||
Additional Debt(1): | Yes | ||||||
Additional Debt Type(1): | Pari Passu | U/W Revenues: | $37,611,335 | ||||
U/W Expenses: | $24,847,358 | ||||||
U/W NOI(4): | $12,763,977 | ||||||
U/W NCF: | $10,883,410 | ||||||
U/W NOI DSCR(1): | 2.43x | ||||||
Escrows and Reserves(3): | U/W NCF DSCR(1): | 2.07x | |||||
U/W NOI Debt Yield(1): | 14.2% | ||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield(1): | 12.1% | ||
Taxes | $0 | Springing | NAP | As-Is Appraised Value: | $152,200,000 | ||
Insurance | $0 | Springing | NAP | As-Is Appraisal Valuation Date: | October 22, 2014 | ||
FF&E | $0 | Springing | NAP | Cut-off Date LTV Ratio(1): | 59.1% | ||
Deferred Maintenance | $2,321,684 | $0 | NAP | LTV Ratio at Maturity or ARD(1): | 47.2% | ||
(1) | The JW Marriott New Orleans Loan Combination, totaling $90,000,000 is comprised of two pari passu notes (Notes A-1 and A-2). The controlling A-1 Note had an original principal balance of $50,000,000, has an outstanding principal balance as of the Cut-off Date of $50,000,000 and will be contributed to the WFCM 2014-LC18 Trust. The non-controlling Note A-2 had an original balance of $40,000,000 and is expected to be contributed to a future trust. All statistical information related to the balance per room, loan-to-value ratios, debt service coverage ratios and debt yields are based on the JW Marriott New Orleans Loan Combination. |
(2) | See “Lockbox and Cash Management” section. |
(3) | See “Escrows” section. |
(4) | See “Cash Flow Analysis” section. |
The Mortgage Loan. The mortgage loan (the “JW Marriott New Orleans Loan Combination”) is evidenced by two pari passu promissory notes (Notes A-1 and A-2) secured by a first mortgage encumbering the leasehold interest in a full service hotel located in New Orleans, Louisiana (the “JW Marriott New Orleans Property”). The JW Marriott New Orleans Loan Combination was originated on December 2, 2014 by Wells Fargo Bank, National Association. The JW Marriott New Orleans Loan Combination had an original principal balance of $90,000,000, has an outstanding principal balance as of the Cut-off Date of $90,000,000 and accrues interest at an interest rate of 4.150% per annum. The JW Marriott New Orleans Loan Combination had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The JW Marriott New Orleans Loan Combination matures on December 11, 2024.
Note A-1, which represents the controlling interest in the JW Marriott New Orleans Loan Combination, will be contributed to the WFCM 2014-LC18 Trust, had an original principal balance of $50,000,000 and has an outstanding principal balance as of the Cut-off Date of $50,000,000. Note A-2 (the “JW Marriott New Orleans Companion Loan”), which is expected to be contributed to a future trust, had an original principal balance of $40,000,000 and represent the non-controlling interests in the JW Marriott New Orleans Loan Combination. The lender provides no assurances that the Note A-2 will not be split further.
Following the lockout period, the borrower has the right to defease the JW Marriott New Orleans Loan Combination in whole, but not in part, on any date before September 11, 2024. In addition, the JW Marriott New Orleans Loan Combination is prepayable without penalty on or after September 11, 2024.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
9
JW MARRIOTT NEW ORLEANS |
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $90,000,000 | 100.0% | Loan payoff | $39,619,603 | 44.0% | |||
Closing costs | 637,048 | 0.7 | ||||||
Reserves | 2,321,684 | 2.6 | ||||||
Return of equity | 47,421,665 | 52.7 | ||||||
Total Sources | $90,000,000 | 100.0% | Total Uses | $90,000,000 | 100.0% |
The Property. The JW Marriott New Orleans Property is the leasehold interest in a AAA four-diamond award rated, 496-room, 30-story full service hotel located in New Orleans, Louisiana. The JW Marriott New Orleans Property was constructed in 1984 and is situated on a 0.9 acre parcel that is subject to a ground lease through May 2081 (see “Ground Lease” section). Upon completion in 1984, the property operated as a Le Meridian hotel until late 2002 and was briefly converted to New Orleans Grand Hotel prior to being converted to a JW Marriott in 2003. The JW Marriott New Orleans Property’s guestroom configuration includes 168 standard king bedrooms, 165 double bed guest rooms, 156 corner king bed rooms, five suites and two, two-story suites. Amenities at the JW Marriott New Orleans Property include a restaurant, a lobby bar and lounge, concierge services, valet parking, outdoor pool, fitness center, business center and approximately 19,000 square feet of meeting space. The JW Marriott New Orleans Property provides 161 spaces for valet parking, located on the lower four levels of the building. The JW Marriott New Orleans Property is scheduled to undergo a $17.6 million renovation in 2016 that will include renovating all the guest rooms and bathrooms, exterior corridors and moving the existing concierge lounge from the 27th floor to the lobby level space. The renovation will add five additional hotel rooms to the 27th floor. The franchise agreement with Marriott expires in December 2028.
Operating History and Underwritten Net Cash Flow. The following table represents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the JW Marriott New Orleans Property:
Cash Flow Analysis
2011(1) | 2012(1) | 2013(1) | TTM 10/31/2014(1) | U/W | U/W $ per Room | |||||||
Occupancy | 79.7% | 81.8% | 81.1% | 81.7% | 81.7% | |||||||
ADR | $154.43 | $168.17 | $185.10 | $192.45 | $192.45 | |||||||
RevPAR | $123.09 | $137.49 | $150.03 | $157.25 | $157.25 | |||||||
Total Revenue | $29,746,071 | $32,805,967 | $35,360,956 | $37,611,062 | $37,611,335 | $75,829 | ||||||
Total Department Expenses | 10,504,357 | 11,303,142 | 11,092,462 | 11,273,502 | 11,273,559 | 22,729 | ||||||
Gross Operating Profit | $19,241,714 | $21,502,825 | $24,268,494 | $26,337,560 | $26,337,776 | $53,100 | ||||||
Total Undistributed Expenses | 8,607,022 | 9,221,278 | 9,287,873 | 9,751,122 | 9,751,130 | 19,660 | ||||||
Profit Before Fixed Charges | $10,634,692 | $12,281,547 | $14,980,621 | $16,568,438 | $16,586,646 | $33,441 | ||||||
Total Fixed Charges | 2,023,177 | 2,115,511 | 2,077,620 | 2,323,018 | 3,822,669(2) | 7,707 | ||||||
Net Operating Income | $8,611,515 | $10,166,036 | $12,903,001 | $14,263,420 | $12,763,977 | $25,733 | ||||||
FF&E | 0 | 0 | 0 | 0 | 1,880,567 | 3,791 | ||||||
Net Cash Flow | $8,611,515 | $10,166,036 | $12,903,001 | $14,263,420 | $10,883,410 | $21,942 | ||||||
NOI DSCR(3) | 1.64x | 1.94x | 2.46x | 2.72x | 2.43x | |||||||
NCF DSCR(3) | 1.64x | 1.94x | 2.46x | 2.72x | 2.07x | |||||||
NOI DY(3) | 9.6% | 11.3% | 14.3% | 15.8% | 14.2% | |||||||
NCF DY(3) | 9.6% | 11.3% | 14.3% | 15.8% | 12.1% | |||||||
(1) | Historical Net Operating Income increased year-over-year due to the strengthening New Orleans economy, which resulted in year-over-year ADR growth. |
(2) | Property taxes are scheduled to be reassessed in 2015 and were underwritten based on the appraiser’s estimated reassessed property tax expense of $2,394,000. Property taxes as of the trailing 12-months ending October 31, 2014 were $1,056,999. |
(3) | DSCRs and debt yields are based on the JW Marriott New Orleans Loan Combination. |
Appraisal. As of the appraisal valuation date of October 22, 2014, the JW Marriott New Orleans Property had an “as-is” appraised value of $152,200,000.
Environmental Matters. According to the Phase I environmental site assessment dated October 29, 2014, there was no evidence of any recognized environmental conditions at the JW Marriott New Orleans Property.
Market Overview and Competition. The JW Marriott New Orleans Property is located in the central business district of New Orleans, Louisiana. The New Orleans metropolitan statistical area (“MSA”) has historically had strong demand from the port related industries, oil and gas and tourism. Following Hurricane Katrina (“Katrina”), corporate demand in the New Orleans MSA declined, but was temporarily replaced with volume accounts from FEMA, the FBI, and other government relief workers, as well as private relief organizations, construction crews, and the news media. Commercial demand slowly returned in 2006 and 2007, but was further hindered by the financial crisis and recession during 2008 and 2009. In 2010 commercial demand throughout the region showed a significant improvement, which has since been sustained through 2014. The continued recovery has resulted in new business development and employment growth. According to the appraisal, employment within the New Orleans MSA totaled 609,600 jobs in 2005 (before Katrina). At the low point after Katrina, the New Orleans MSA had just 425,800 jobs (70.0% of pre-
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
10
JW MARRIOTT NEW ORLEANS |
Katrina levels). By March 2011, employment in New Orleans had grown to 522,100 jobs and by the end of 2013, employment levels reached 545,600.
Most notably, two major medical facilities, the Veterans Affairs Medical Center and the University Medical Center Hospital (“UMC”), which are currently under construction within the New Orleans MSA. The Veterans Affairs Medical Center will consist of nearly 1.6 million square feet and will contain 260 in-patient beds; diagnostic and treatment components; and over 400,000 square feet of outpatient rehabilitation facilities. The facility is currently under construction, with an expected opening in late-2016. UMC is expected to cost approximately $1.2 billion and is currently under construction on a 34.0-acre site between Canal Street and Tulane Avenue in downtown New Orleans. UMC is scheduled to open in July 2015. Another driver for economic growth in New Orleans central business district is the BioDistrict New Orleans (“BioDistrict”), which is a 1,500 acre master planned economic development that was created by the state of Louisiana in 2005 to grow the biosciences sector of the New Orleans economy. The BioDistrict is focused on the development of a biosciences industry in New Orleans that will provide biosciences research and development; local, regional, and global healthcare delivery; and more jobs for professionals, managers and workers in the bioscience industry.
The JW Marriott New Orleans Property is located on Canal Street, along the northern boundary of the central business district and one block southeast of the French Quarter. The French Quarter is the oldest and most vibrant section of New Orleans, and includes Bourbon Street where numerous entertainment establishments offer a variety of different nightlife experiences. Major attractions include Jackson Square with the St. Louis Cathedral, French Market, Café Du Monde, JAX Brewery, Musee Conti Wax Museum, Aquarium of the Americas, and the Riverwalk. The attractions located in the French Quarter are complemented by numerous festivals including Mardi Gras, French Quarter Festival, Voodoo Festival and the Essence Festival. According to the appraisal, New Orleans had approximately 9.3 million visitors in 2013, who spent approximately $6.5 billion, which is an increase from 9.0 million visitors and reported spending of $6.2 billion in 2012.
The following table presents certain information relating to the JW Marriott New Orleans Property’s competitive set:
Subject and Market Historical Occupancy, ADR and RevPAR(1)
Competitive Set | JW Marriott New Orleans | Penetration Factor | ||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | |||||||
9/30/2014 TTM | 70.8% | $180.39 | $127.73 | 81.0% | $192.31 | $155.82 | 114.4% | 106.6% | 122.0% | |||||||
9/30/2013 TTM | 70.3% | $175.51 | $123.46 | 80.7% | $176.16 | $142.23 | 114.8% | 100.4% | 115.2% | |||||||
9/30/2012 TTM | 74.2% | $167.49 | $124.22 | 82.8% | $163.90 | $135.63 | 111.6% | 97.9% | 109.2% |
(1) | Information obtained from a third party hospitality report dated October 18, 2014. The competitive set includes the following hotels: Hotel New Orleans Downtown, InterContinental New Orleans, Royal Sonesta New Orleans, Westin New Orleans Canal Place, Crown Plaza New Orleans French Quarter and Loews New Orleans. |
The Borrower. The borrower is Sunstone Canal, LLC a Delaware limited liability company and a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the JW Marriott New Orleans Loan Combination. Sunstone Hotel Partnership, LLC (“Sunstone”) is the guarantor of certain nonrecourse carveouts under the JW Marriott New Orleans Loan Combination.
The Sponsor. The sponsor, Sunstone, is a publicly traded lodging REIT that owns 30 properties totaling approximately 13,744 rooms located in 11 states as of November 3, 2014. Sunstone’s hotels are primarily in the upper upscale segment and are operated under nationally recognized brands, such as Marriott, Hilton, Hyatt, Fairmont and Sheraton. In 2009 and 2010, Sunstone sponsored properties were subject to defaults, deed-in-lieu foreclosure proceedings and mortgage loan discounted pay-offs.
Escrows. The loan documents provide for upfront escrows in the amount of $2,321,684 for deferred maintenance. The loan documents do not require monthly escrows for taxes provided (i) no event of default has occurred and is continuing; (ii) the property taxes are paid by the property manager in accordance with the management agreement; (iii) the current property manager is in place or a replacement property manager is in-place with a management agreement that is similar to the current management agreement. The loan documents do not require monthly escrows for insurance provided (a) no event of default has occurred and is continuing; (b) the JW Marriott New Orleans Property is covered by an acceptable blanket insurance policy; and (c) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of insurance premiums. The loan documents provide for monthly deposits into an FF&E reserve, controlled by the property manager, equal to the greater of 5.0% of the gross revenue for the most recent calendar month or the amount required under the property management agreement. The loan documents do not require monthly FF&E escrows deposits into a lender controlled account provided (x) a management agreement is in full force and effect; (y) the current property manager is in place or a replacement property manager is in-place with a management agreement that is similar to the current management agreement; and (z) the borrower provides the lender evidence of payment of the FF&E monthly deposits prior to a delinquency and proof of sufficient funds as required under the management agreement.
Lockbox and Cash Management. The JW Marriott New Orleans Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the borrower and property manager deposit all cash revenues and all other monies received into the lockbox account within 20 business days. In the event that the property manager has been removed and a replacement property manager is not in-place under a similar management agreement within 30 days, the borrower will direct all cash revenues and all other monies into the lockbox account. Funds are then swept into a cash management account controlled by the lender and prior to a Cash Trap Event Period (as defined below), all excess cash flow is distributed to the borrower’s operating account. During a Cash Trap Event Period, all excess cash flow is retained in the lender-controlled cash management account.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
11
JW MARRIOTT NEW ORLEANS |
A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the debt service coverage ratio being less than 1.35x at the end of any calendar month. A Cash Trap Event Period will end, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.35x for two consecutive calendar quarters.
Property Management. The JW Marriott New Orleans Property is managed by Marriott Hotel Services, Inc.
Assumption. The borrower has the two-time right to transfer the JW Marriott New Orleans Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from DBRS, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates and similar conformation with respect to the ratings of any securities backed by the JW Marriott New Orleans Companion Loan.
Partial Release. Not permitted.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. Not permitted.
Ground Lease. The JW Marriott New Orleans Property is situated on a 0.9 acre site leased from CSH Partners, LLC. The ground lease expires in May 2081 and ground rent is calculated as the lesser of (i) 10.0% of the appraised fair market value of the JW Marriott New Orleans Property as determined each 10-year period or (ii) the greater of (a) 2.5% of room revenue and (b) 1.25% of gross revenue, but in no event will the annual rent ever be less than $425,000. The ground lease rent was reset in 2014 at $625,000 and will be reset in 2024.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the JW Marriott New Orleans Property, as well as business interruption insurance covering no less than the 24-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.
Windstorm Insurance. The loan documents require windstorm insurance covering the full replacement cost of the JW Marriott New Orleans Property during the loan term. At the time of closing, the JW Marriott New Orleans Property had insurance coverage for windstorm.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
12
No. 3 – Nashville Hotel Portfolio | ||||||
Loan Information | Property Information | |||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Portfolio | |||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Hospitality | |||
Original Principal Balance: | $44,000,000 | Specific Property Type: | Limited Service | |||
Cut-off Date Principal Balance: | $43,946,597 | Location: | Nashville, TN | |||
% of Initial Pool Balance: | [ ]% | Size: | 326 rooms | |||
Loan Purpose: | Acquisition | Cut-off Date Principal | $134,806 | |||
Borrower Names: | 1919 West End, LLC; 2330 Elliston, LLC | Balance Per Room: | ||||
Sponsor: | Capstone Development, LLC | Year Built/Renovated: | Various – See Table | |||
Mortgage Rate: | 4.9455% | Title Vesting: | Leasehold | |||
Note Date: | October 27, 2014 | Property Manager: | Chartwell Hospitality | |||
Anticipated Repayment Date: | NAP | 3rd Most Recent Occupancy (As of): | 78.1% (12/31/2011) | |||
Maturity Date: | November 6, 2019 | 2nd Most Recent Occupancy (As of): | 81.8% (12/31/2012) | |||
IO Period: | None | Most Recent Occupancy (As of): | 84.7% (12/31/2013) | |||
Loan Term (Original): | 60 months | Current Occupancy (As of): | 86.6% (9/30/2014) | |||
Seasoning: | 1 months | |||||
Amortization Term (Original): | 360 months | Underwriting and Financial Information: | ||||
Loan Amortization Type: | Amortizing Balloon | 3rd Most Recent NOI (As of): | $6,210,438 (12/31/2012) | |||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $7,761,774 (12/31/2013) | |||
Call Protection: | L(25),D (32),O(3) | Most Recent NOI (As of)(4): | $8,658,679 (TTM 9/30/2014) | |||
Lockbox Type: | Hard/Springing Cash Management | U/W Revenues: | $17,343,364 | |||
Additional Debt(1): | Yes | |||||
Additional Debt Type(1): | Mezzanine | U/W Expenses: | $10,432,012 | |||
U/W NOI(4): | $6,911,352 | |||||
Escrows and Reserves(2): | U/W NCF: | $6,217,617 | ||||
U/W NOI DSCR: | 2.45x | |||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF DSCR: | 2.21x | |
Taxes | $354,574 | 35,457 | NAP | U/W NOI Debt Yield: | 15.7% | |
Insurance | $74,733 | $10,676 | NAP | U/W NCF Debt Yield: | 14.1% | |
FF&E Reserve | $0 | $57,811 | NAP | As-Is Appraised Value(3): | $64,700,000 | |
PIP Reserve | $800,000 | NAP | NAP | As-Is Appraisal Valuation Date(3): | October 1, 2014 | |
Seasonality | $160,000 | Springing | $160,000 | Cut-off Date LTV Ratio: | 67.9% | |
Ground Rent | $72,917 | Springing | NAP | LTV Ratio at Maturity or ARD: | 62.7% | |
(1) | See “Subordinate and Mezzanine Indebtedness” section. The equity interests in the borrowers under the Nashville Hotel Portfolio Mortgage Loan have been pledged to secure mezzanine indebtedness with a balance as of the Cut-off Date of $4,000,000. All LTV, DSCR, Debt Yield and Cut-off Date Principal Balance per room numbers shown in the chart above are based solely on the $44,000,000 mortgage loan financing. As of the Cut-off Date, the combined U/W NCF DSCR is 1.90x (based on an 11.000% interest rate on the mezzanine indebtedness), the combined LTV ratio is 74.2% and the combined U/W NOI Debt Yield is 14.4%. |
(2) | See “Escrows” section. |
(3) | See “Appraisal” section. |
The Mortgage Loan. The mortgage loan (the “Nashville Hotel Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the leasehold interest in a portfolio comprised of a Hampton Inn and a Hampton Inn & Suites located in Nashville, Tennessee (the “Nashville Hotel Portfolio Properties”). The Nashville Hotel Portfolio Mortgage Loan was originated on October 27, 2014 by Ladder Capital Finance LLC. The Nashville Hotel Portfolio Mortgage Loan had an original principal balance of $44,000,000, has an outstanding principal balance as of the Cut-off Date of $43,946,597 and accrues interest at an interest rate of 4.9455% per annum. The Nashville Hotel Portfolio Mortgage Loan had an initial term of 60 months, has a remaining term of 59 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The Nashville Hotel Portfolio Mortgage Loan matures on November 6, 2019.
Following the lockout period, the Nashville Hotel Portfolio Borrower (as defined below) has the right to defease the Nashville Hotel Portfolio Mortgage Loan in whole. In addition, the Nashville Hotel Portfolio Mortgage Loan is prepayable without penalty on or after September 6, 2019.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
13
NASHVILLE HOTEL PORTFOLIO |
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $44,000,000 | 71.1% | Purchase price(1) | $58,800,000 | 95.0% | |||
Sponsor’s new cash contribution | 13,880,352 | 21.9 | Closing costs | $1,618,128 | 2.6 | |||
Mezzanine loan | 4,000,000 | 6.5 | Reserves | $1,462,224 | 2.4 | |||
Total Sources | $61,880,352 | 100.0% | Total Uses | $61,880,352 | 100.0% |
(1) | The fee interest in the ground underlying the Nashville Hotel Portfolio was purchased in a related transaction by an affiliate of the borrowers for an allocated purchase price of $18,000,000. The underlying fee interest is not collateral for the Nashville Hotel Portfolio Mortgage Loan. |
The Properties. The Nashville Hotel Portfolio Properties are comprised of the leasehold interests in two limited service hotels located in Nashville, Tennessee. The Nashville Hotel Portfolio Properties comprise a total of 326 rooms.
The following table presents certain information relating to the Nashville Hotel Portfolio Properties:
Property Name | Allocated Cut-off Date Principal Balance | % of Portfolio Cut-off Date Principal Balance | Rooms | Cut-off Date Balance Per Room | Year Built/ Renovated | Appraised Value | ||||||
Hampton Inn West End | $22,472,692 | 51.1% | 169 | $132,975 | 1986/2010 | $33,600,000 | ||||||
Hampton Inn & Suites Elliston | $21,473,905 | 48.9% | 157 | $136,776 | 1996/2011 | $31,100,000 | ||||||
Total/Weighted Average | $43,946,597 | 100.0% | 326 | $134,805 | $64,700000 |
Hampton Inn West End (51.1% of Portfolio Cut-off Date Principal Balance)
Hampton Inn West End is a 169-room, limited service hotel located in Nashville, Tennessee. The six-story hotel was built in 1986 and renovated in 2010. The property sits on a 2.4-acre site situated on West End Avenue in the West End neighborhood of Nashville. Amenities and services include a fitness center, 24-hour sundry shop, business center, guest laundry rooms and a complimentary continental breakfast buffet. The Hampton Inn West End property is 0.2 miles from Vanderbilt University and 1.2 miles from downtown Nashville. The Hampton Inn West End property contains 85 king guestrooms, 75 double guestrooms, and 9 single queen guestrooms. The Hampton Inn West End property is currently undergoing a property improvement plan (“PIP”) estimated at $631,664 and the franchise agreement for the Hampton Inn West End property expires on October 31, 2029.
Hampton Inn & Suites Elliston (48.9% of Portfolio Cut-off Date Principal Balance)
Hampton Inn & Suites Elliston is a 157-room, limited service hotel located in Nashville, Tennessee. The seven-story hotel was developed in 1996, underwent a full renovation in 2010 and 2011 and is currently undergoing additional renovations. The 2010-2011 renovation totalled approximately $4.1 million or $26,000 per key. The Hampton Inn & Suites Elliston property sits on a 2.4-acre site and is at 2330 Elliston Place in the West End neighborhood of Nashville. Amenities and services include a fitness center, 24-hour sundry shop, business center, guest laundry rooms and a complimentary continental breakfast buffet. The Hampton Inn & Suites Elliston property is 0.2 miles from Vanderbilt University and 1.8 miles from downtown Nashville. The Hampton Inn & Suites Elliston property contains 29 single king suites, 58 single king rooms, 6 double queen suites and 64 double queen rooms. The Hampton Inn & Suites Elliston property is currently undergoing a property improvement plan (“PIP”) estimated at $285,530 and the franchise agreement for the Hampton Inn & Suites Elliston property expires on October 31, 2029.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
14
NASHVILLE HOTEL PORTFOLIO |
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 Nashville Hotel Portfolio Properties:
Cash Flow Analysis
2012 | 2013 | TTM 9/30/2014 | U/W | U/W $ per Room | |||||||
Occupancy | 81.8% | 84.7 | 86.6% | 86.6% | |||||||
ADR | $135.46 | $155.23 | $167.12 | $167.12 | |||||||
RevPAR | $110.77 | $131.50 | $144.71 | $144.71 | |||||||
Total Revenue | $13,309,673 | $15,755,412 | $17,343,364 | $17,343,364 | $53,201 | ||||||
Total Department Expenses | 2,368,013 | 2,641,416 | 2,791,397 | 2,791,397 | 8,563 | ||||||
Gross Operating Profit | $10,941,660 | $13,113,996 | $14,551,967 | $14,551,967 | $44,638 | ||||||
Total Undistributed Expenses | 4,254,481 | 4,776,864 | 5,263,821 | 5,307,169 | 16,280 | ||||||
Profit Before Fixed Charges | $6,687,179 | $8,337,132 | $9,288,146 | $9,244,798 | $28,358 | ||||||
Total Fixed Charges(1) | 476,741 | 575,358 | 629,467 | 2,333,446 | 7,158 | ||||||
Net Operating Income | $6,210,438 | $7,761,774 | $8,658,679 | $6,911,352 | $21,200 | ||||||
FF&E | 532,387 | 630,216 | 693,735 | 693,735 | 2,128 | ||||||
Net Cash Flow | $5,678,051 | $7,131,558 | $7,964,944 | $6,217,617 | $19,072 | ||||||
NOI DSCR | 2.20x | 2.76x | 3.07x | 2.45x | |||||||
NCF DSCR | 2.02x | 2.53x | 2.83x | 2.21x | |||||||
NOI DY | 14.1% | 17.7% | 19.7% | 15.7% | |||||||
NCF DY | 12.9% | 16.2% | 18.1% | 14.1% | |||||||
(1) | As part of the acquisition of the Nashville Hotel Portfolio Properties an affiliate of the borrowers established new 99-year ground leases. As such, the historical Total Fixed Charges did not include a ground rent expense. The underwritten ground rent is based on the rent during the third year of the loan, which is higher than the average annual ground rent during the term of the Nashville Hotel Portfolio Mortgage Loan. |
Appraisal. As of the appraisal valuation date of October 1, 2014, the Nashville Hotel Portfolio Properties had an “as-is” appraised value of $64,700,000.
Environmental Matters. According to the Phase I environmental site assessments dated October 10, 2014, there was no evidence of any recognized environmental conditions at the Nashville Hotel Portfolio Properties.
Market Overview and Competition. The Nashville Hotel Portfolio Properties are located in Nashville, Tennessee is 0.2 miles from to Vanderbilt University and between 1.2 and 1.8 miles from downtown Nashville and a large contingent of healthcare-related employment. Vanderbilt University covers 330 acres and has a student enrollment of approximately 12,800. The Nashville Hotel Portfolio Properties are also located near Interstates 40, 24, 440 and 65. The Nashville Hotel Portfolio Properties are also located near downtown Nashville, the Music City Convention Center, the Tennessee Titans NFL football stadium, the Country Music Hall of Fame and the Centennial Sportsplex for youth sports.
The following table presents certain information relating to the Hampton Inn West End competitive set:
Subject and Market Historical Occupancy, ADR and RevPAR(1)
Competitive Set | Hampton Inn West End | Penetration Factor | |||||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | ||||||||||
9/30/2014 TTM | 83.8% | $164.03 | $137.40 | 87.2% | $165.02 | $143.96 | 104.1% | 100.6% | 104.8% | ||||||||||
9/30/2013 TTM | 79.4% | $145.99 | $115.88 | 82.8% | $148.29 | $122.8 | 104.3% | 101.6% | 106.0% | ||||||||||
9/30/2012 TTM | 78.6% | $130.41 | $102.56 | 80.7% | $129.57 | $104.52 | 102.6% | 99.4% | 101.9% |
(1) | Information obtained from a third party hospitality report dated September 18, 2014. According to the third party research report, the competitive set includes the following hotels: Holiday Inn Nashville Vanderbilt Downtown, Holiday Inn Express Nashville Downtown, Courtyard Nashville Vanderbilt West End, Embassy Suites Nashville at Vanderbilt University, aloft Hotel Nashville West End and the Hilton Garden Inn Nashville Vanderbilt. |
The following table presents certain information relating to the Hampton Inn & Suites Elliston competitive set:
Subject and Market Historical Occupancy, ADR and RevPAR (1)
Competitive Set | Hampton Inn & Suites Elliston | Penetration Factor | |||||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | ||||||||||
9/30/2014 TTM | 83.7% | $164.10 | $137.29 | 86.1% | $166.38 | $143.29 | 102.9% | 101.4% | 104.4% | ||||||||||
9/30/2013 TTM | 79.4% | $145.99 | $115.88 | 84.1% | $149.84 | $126.07 | 106.0% | 102.6% | 108.8% | ||||||||||
9/30/2012 TTM | 78.6% | $130.41 | $102.56 | 78.4% | $134.32 | $105.33 | 99.7% | 103.0% | 102.7% |
(1) | Information obtained from a third party hospitality report dated September 18, 2014.. According to the third party research report, the competitive set includes the following hotels: Holiday Inn Nashville Vanderbilt Downtown, Holiday Inn Express Nashville Downtown, Courtyard Nashville Vanderbilt West End, Embassy Suites Nashville at Vanderbilt University, aloft Hotel Nashville West End and the Hilton Garden Inn Nashville Vanderbilt. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
15
NASHVILLE HOTEL PORTFOLIO |
The Borrowers. The borrowing entities are comprised of 1919 West End, LLC and 2330 Elliston, LLC (collectively, the “Nashville Hotel Portfolio Borrower”). Each of the entities comprising the Nashville Hotel Portfolio Borrower is a single purpose entity and has a single member and two independent directors. Legal counsel to the Nashville Hotel Portfolio Borrower delivered a non-consolidation opinion in connection with the origination of the Nashville Hotel Portfolio Mortgage Loan. Norman K. Jenkins and Darren C. Linnartz are the guarantors of certain nonrecourse carveouts under the Nashville Hotel Portfolio Mortgage Loan.
The Sponsors. The sponsor is Capstone Development, LLC (“Capstone”) which acquires, develops and asset manages lodging and lodging-anchored mixed use projects in the United States. Capstone’s portfolio includes nine hotels totaling 2,161 rooms. Capstone’s key principals are Norman Jenkins and Darren Linnartz who serve as the non-recourse carveout guarantor.
Escrows. The loan documents provide for upfront escrows at closing in the amount of $354,574 for real estate taxes, $74,733 for insurance, $800,000 in a PIP reserve, $72,917 for ground rent and $160,000 in a seasonality reserve, which is available to cover debt service shortfalls for both the Nashville Hotel Portfolio Mortgage Loan and the Nashville Hotel Portfolio Mezzanine Loan (See “Subordinate and Mezzanine Indebtedness” section). The loan documents require monthly deposits of $35,457 for real estate taxes, $10,676 for insurance and one-twelfth of 4.0% of gross revenues for FF&E. If the seasonality reserve is ever drawn upon the borrower will be required to replenish the reserve until it reaches the cap of $160,000. Beginning in year three, the borrower will be required to deposit additional funds in the ground rent reserve to maintain a balance of 1/12th of the annual ground rent during the Nashville Hotel Portfolio Mortgage Loan term.
Lockbox and Cash Management. The Nashville Hotel Portfolio Mortgage Loan requires a lender-controlled lockbox account, which is already in place. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds on deposit in the lockbox account are swept into the borrowers’ operating account on a daily basis. During a Cash Trap Event Period, all funds on deposit in the lockbox account are swept to a lender-controlled cash management account on a daily basis.
A “Cash Trap Event Period” will commence: (i) upon the occurrence and continuance of an event of default; (ii) if, as of the last day of any calendar quarter, the amortizing debt service coverage ratio (including debt service on the Nashville Hotel Portfolio Mezzanine Loan) is less than 1.25x; or (iii) if the franchisor delivers notice of any breach or default by the Nashville Hotel Portfolio Borrower under one of the franchise agreements that, with the passage of time or delivery of notice, could result in the termination of such agreement. A Cash Trap Event Period may terminate in accordance with the related loan documents. A Cash Sweep Event will end with respect to clause (i), when such event of default has been cured, with respect to clause (ii), upon the date that the debt service coverage ratio is greater than or equal to 1.30x, and with respect to clause (iii), upon the borrower delivering to lender evidence that the Franchise Agreement is in full force and effect.
Property Management. The Nashville Hotel Portfolio Properties are managed by Chartwell Hospitality. Chartwell Hospitality was founded in 2003 and is based in Nashville, Tennessee. Chartwell Hospitality manages over 24 hotels and according to the management agreement, the manager is entitled to 3.0% of effective gross revenues.
Assumption. The Nashville Hotel Portfolio Borrower has the one time right to transfer the Nashville Hotel Portfolio Properties, with the consent of the lender, subject to customary conditions set forth in the loan documents, including but not limited to: (i) no event of default has occurred and is continuing; (ii) evidence satisfactory to the lender has been provided showing that the transferee borrower complies with the special purpose entity provisions of the loan documents; and (iii) the lender receives written confirmation from DBRS, KBRA and Moody’s that the assumption will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any class of Series 2014-LC18 certificates.
Partial Release. Not permitted.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. Ladder Capital Finance LLC (the “Nashville Hotel Portfolio Mezzanine Lender”) has made a $4,000,000 mezzanine loan (the “Nashville Hotel Portfolio Mezzanine Loan”) to 1919 West End Holdings, LLC and 2330 Elliston Holdings, LLC, collectively, the limited liability companies that own 100% of the borrowers under the Nashville Hotel Portfolio Mortgage Loan. The Nashville Hotel Portfolio Mezzanine Loan accrues interest at an interest rate of 11.000% per annum and amortizes on a 30-year schedule through the term of the Nashville Hotel Portfolio Mezzanine Loan. The rights of the Nashville Hotel Portfolio Mezzanine Lender are further described in the offering documents.
Ground Lease. The Nashville Hotel Portfolio Mortgage Loan is secured by a first mortgage encumbering the Borrower’s leasehold interest the Nashville Hotel Portfolio Properties. The Hampton Inn West End Property ground lease expires on October 27, 2113. The initial ground rent is $453,425 for the first two years and increases to $906,850 in the third year. Thereafter the ground rent increases by 3.0% per year. The Hampton Inn & Suites Elliston Property ground lease expires on October, 27 2113. The initial ground rent is $421,575 for the first two years and increases to $843,150 in the third year. Thereafter the ground rent increases by 3.0% per year.
Ground rent payments were underwritten at the year three payment of $1,750,000 which is above the average ground rent during the Nashville Hotel Portfolio Mortgage Loan term of $1,571,019.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy maintained by the Nashville Hotel Portfolio Borrower provide coverage for damage from terrorism in an amount equal to the full replacement cost of the Nashville Hotel Portfolio Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event together with a three-month extended period of indemnity.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
16
No. 4 – 2900 Fairview Park Drive | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | The Royal Bank of Scotland plc | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | ||||
Original Principal Balance: | $39,000,000 | Specific Property Type: | Suburban | ||||
Cut-off Date Principal Balance: | $39,000,000 | Location: | Falls Church, VA | ||||
% of Initial Pool Balance: | [ ]% | Size: | 147,000 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per SF: | $265.31 | ||||
Borrower Name: | 2900 Fairview Park Drive, L.L.C. | Year Built/Renovated: | 2009/NAP | ||||
Sponsor: | Richard L. Adams, Jr. | Title Vesting: | Fee | ||||
Mortgage Rate: | 4.190% | Property Manager: | Self-managed | ||||
Note Date: | [December 3, 2014] | 3rd Most Recent Occupancy (As of): | 100.0% (12/31/2011) | ||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 100.0% (12/31/2012) | ||||
Maturity Date: | January 1, 2025 | Most Recent Occupancy (As of): | 100.0% (12/31/2013) | ||||
IO Period: | 60 months | Current Occupancy (As of): | 100.0% (9/30/2014) | ||||
Loan Term (Original): | 120 months | ||||||
Seasoning: | 0 months | Underwriting and Financial Information: | |||||
Amortization Term (Original): | 360 months | ||||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | 3rd Most Recent NOI (As of): | $3,869,028 (12/31/2012) | ||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $4,001,809 (12/31/2013) | ||||
Call Protection: | L(24),D(92),O(4) | Most Recent NOI (As of): | $4,118,659 (TTM 9/30/2014) | ||||
Lockbox Type: | Hard/Springing Cash Management | ||||||
Additional Debt: | None | ||||||
Additional Debt Type: | NAP | U/W Revenues: | $4,459,856 | ||||
U/W Expenses: | $727,470 | ||||||
U/W NOI: | $3,732,386 | ||||||
U/W NCF: | $3,548,636 | ||||||
U/W NOI DSCR: | 1.63x | ||||||
Escrows and Reserves(1): | U/W NCF DSCR: | 1.55x | |||||
U/W NOI Debt Yield: | 9.6% | ||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield: | 9.1% | ||
Taxes | $80,083 | $40,041 | NAP | As-Is Appraised Value: | $62,600,000 | ||
Insurance | $21,077 | $3,023 | NAP | As-Is Appraisal Valuation Date: | November 7, 2014 | ||
Replacement Reserves | $0 | Springing | $330,000 | Cut-off Date LTV Ratio: | 62.3% | ||
TI/LC Reserve | $0 | Springing | $2,950,000 | LTV Ratio at Maturity or ARD: | 62.3% | ||
(1) | See “Escrows” section. |
The Mortgage Loan. The mortgage loan (the “2900 Fairview Park Drive Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a four-story office building located in Falls Church, Virginia (the “2900 Fairview Park Drive Property”). The 2900 Fairview Park Drive Mortgage Loan was originated on [December 3], 2014 by The Royal Bank of Scotland plc. The 2900 Fairview Park Drive Mortgage Loan had an original principal balance of $39,000,000, has an outstanding principal balance as of the Cut-off Date of $39,000,000 and accrues interest at an interest rate of [4.190%] per annum. The 2900 Fairview Park Drive Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of interest-only for the first 60 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The 2900 Fairview Park Drive Mortgage Loan matures on January 1, 2025.
Following the lockout period, the borrower has the right to defease the 2900 Fairview Park Drive Mortgage Loan in whole, but not in part, on any date before October 1, 2024. In addition, the 2900 Fairview Park Drive Mortgage Loan is prepayable without penalty on or after October 1, 2024.
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $39,000,000 | 100.0% | Loan payoff | $TBD | []% | |||
Reserves | TBD | [] | ||||||
Closing costs | TBD | [] | ||||||
Return of equity | TBD | [] | ||||||
Total Sources | $39,000,000 | 100.0% | Total Uses | $39,000,000 | 100.0% |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
17
2900 FAIRVIEW PARK DRIVE |
The Property. The 2900 Fairview Park Drive Property is a four-story, class A office building situated on approximately 16.1 acres located in Falls Church, Virginia, approximately 10 miles west of Washington, D.C. and approximately 14 miles east of the Dulles International Airport. The 2900 Fairview Park Drive Property was constructed in 2009, contains 147,000 rentable square feet and is located within the 220-acre Fairview Park master planned office and hotel campus in Northern Virginia. Fairview Park is located directly off of Capital Beltway and features the 17-acre Fairview Lake, 2.5 miles of wooded jogging trails, and a 450-room Marriott Hotel and Conference Center. Amenities at the 2900 Fairview Park Drive Property include a deli, fitness center, barbershop, clothing valet, and a theatre/recreation room. The 2900 Fairview Park Drive Property also features a one-story, 30-space parking garage and 393 surface parking spaces, resulting in a parking ratio of 2.9 spaces per 1,000 square feet of rentable area.
As of September 30, 2014, the 2900 Fairview Park Drive Property was 100.0% physically occupied by HITT Contracting, Inc. (“HITT Contracting”) and serves as the company’s corporate headquarters. Founded in 1937, HITT Contracting is a real estate construction and development firm with offices in Washington, DC, Atlanta, Georgia, Baltimore, Maryland, Charleston, South Carolina, Denver, Colorado, and South Florida and according to an engineering news publication was ranked among the 100 largest general contractors nationwide by revenue. HITT Contracting has occupied the 2900 Fairview Park Drive Property since it was constructed in 2009 and has invested approximately $12.5 million ($85 per square foot) of its own capital to build out its space.
The following table presents certain information relating to the tenancy at the 2900 Fairview Park Drive Property:
Major Tenant
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date |
HITT Contracting | NR/NR/NR | 147,000 | 100.0% | $28.84(1) | $4,239,812(1) | 100.0% | 9/30/2024(2) |
Total Major Tenant | 147,000 | 100.0% | $28.84 | $4,239,812 | 100.0% | ||
(1) | Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through December 2014. |
(2) | HITT Contracting has two, 5-year lease renewal options. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
18
2900 FAIRVIEW PARK DRIVE |
The following table presents certain information relating to the lease rollover schedule at the 2900 Fairview Park Drive Property:
Lease Expiration Schedule(1)
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative Expiring NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF | ||||||||
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2017 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2018 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2019 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2020 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2021 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2022 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2023 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2024 | 1 | 147,000 | 100.0% | 147,000 | 100.0% | $4,239,812 | $28.84 | ||||||||
Thereafter | 0 | 0 | 0.0% | 147,000 | 100.0% | $0 | $0.00 | ||||||||
Vacant | 0 | 0 | 0.0% | 147,000 | 100.0% | $0 | $0.00 | ||||||||
Total/Weighted Average | 1 | 147,000 | 100.0% | $4,239,812 | $28.84 |
(1) | Information obtained from the underwritten rent roll. |
The following table presents historical occupancy percentages at the 2900 Fairview Park Drive Property:
Historical Occupancy(1)
12/31/2011 | 12/31/2012 | 12/31/2013 | 9/30/2014 | |||
100.0% | 100.0% | 100.0% | 100.0% | |||
(1) Information obtained from the borrower. |
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the 2900 Fairview Park Drive Property:
Cash Flow Analysis
2012 | 2013 | TTM 9/30/2014 | U/W(1) | U/W $ per SF(1) | |||||||
Base Rent | $3,877,202 | $4,007,116 | $4,106,862 | $4,239,812 | $28.84 | ||||||
Total Reimbursables | 636,419 | 673,838 | 684,616 | 715,584 | 4.87 | ||||||
Other Income | 0 | 0 | 0 | 0 | 0.00 | ||||||
Less Vacancy & Free Rent | 0 | 0 | 0 | (495,540)(2) | (3.37) | ||||||
Effective Gross Income | $4,513,621 | $4,680,954 | $4,791,478 | $4,459,856 | $30.34 | ||||||
Total Operating Expenses | $644,593 | $679,145 | $672,819 | $727,470 | $4.95 | ||||||
Net Operating Income | $3,869,028 | $4,001,809 | $4,118,659 | $3,732,386 | $25.39 | ||||||
TI/LC | 0 | 0 | 0 | 147,000 | 1.00 | ||||||
Capital Expenditures | 0 | 0 | 0 | 36,750 | 0.25 | ||||||
Net Cash Flow | $3,869,028 | $4,001,809 | $4,118,659 | $3,548,636 | $24.14 | ||||||
NOI DSCR | 1.69x | 1.75x | 1.80x | 1.63x | |||||||
NCF DSCR | 1.69x | 1.75x | 1.80x | 1.55x | |||||||
NOI DY | 9.9% | 10.3% | 10.6% | 9.6% | |||||||
NCF DY | 9.9% | 10.3% | 10.6% | 9.1% |
(1) | Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through December 2014. |
(2) | The underwritten economic vacancy is 10.0%. The 2900 Fairview Park Drive Property was 100.0% physically occupied as of September 30, 2014. |
Appraisal. As of the appraisal valuation date of November 7, 2014, the 2900 Fairview Park Drive Property had an “as-is” appraised value of $62,600,000.
Environmental Matters. According to the Phase I environmental report dated November 10, 2014, there was no evidence of any recognized environmental conditions at the 2900 Fairview Park Drive Property.
Market Overview and Competition. The 2900 Fairview Park Drive Property is located in Falls Church, Virginia, which is approximately 10 miles west of downtown Washington, D.C. and approximately 14 miles east of Dulles International Airport. Primary access to the 2900 Fairview Park Drive Property is provided by the Capital Beltway (Interstate-495) which encircles the District of Columbia and provides direct access to the majority of the region’s highways and main arteries including Interstates 66, 95 and 270. The 2900 Fairview Park Drive Property is located within the 220-acre Fairview Park master planned office and hotel campus and has midpoint access to much of Northern Virginia. Prominent employers within Fairview Park include Verizon, Computer Sciences Corporation, Mitretek, Booz Allen Hamilton, General Dynamics, The Lewin Group, Value Options, and the law firm of Reed,
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
19
2900 FAIRVIEW PARK DRIVE |
Smith, Shaw & McClay. Fairview Park also features the 17-acre Fairview Lake, 2.5 miles of wooded jogging trails, and a 450-room Marriott Hotel and Conference Center.
According to the appraisal, the 2900 Fairview Park Drive Property is located in the Washington D.C. Metro market, within the Merrifield/Route 50/Falls Church submarket, which comprises approximately 6.8 million square feet of office space as of the third quarter of 2014. The submarket occupancy rate is currently 82.7% and the class A current average asking rent within the submarket is $31.38 per square foot on a gross basis.
The following table presents certain information relating to comparable office properties for the 2900 Fairview Park Drive Property:
Competitive Set(1)
2900 Fairview Park Drive (Subject) | 3120 Fairview Park Drive | Metro Place 4 | One Mosaic | Metro Place II | 2941 Fairview Park Drive | |
Location | Falls Church, VA | Falls Church, VA | Fairfax, VA | Fairfax, VA | Vienna, VA | Fairfax, VA |
Distance from Subject | -- | 1.0 miles | 1.7 miles | 1.2 miles | 1.6 miles | 0.4 miles |
Property Type | Office | Office | Office | Office | Office | Office |
Year Built/Renovated | 2009/NAP | 2008/NAV | 2001/NAV | 2012/NAV | 1999/NAV | 2008/NAV |
Stories | 4 | 8 | 7 | 4 | 10 | 15 |
Total GLA | 147,000 SF | 183,353 SF | 161,544 SF | 97,191 SF | 240,357 SF | 368,498 SF |
Total Occupancy | 100% | NAV | NAV | NAV | NAV | NAV |
(1) Information obtained from the appraisal.
The Borrower. The borrower is 2900 Fairview Park Drive, L.L.C., a Delaware limited liability company which is a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 2900 Fairview Park Drive Mortgage Loan. Richard L. Adams, Jr. is the guarantor of certain nonrecourse carveouts under the 2900 Fairview Park Drive Mortgage Loan.
The Sponsor. The loan sponsor is Richard L. Adams, Jr., who is the indirect majority owner and controlling party of 2900 Fairview Park Drive, L.L.C. Mr. Adams is the founder of UUNET, which in the mid and late 1990s was the world’s largest internet service provider. Mr. Adams purchased 111 acres at Fairview Park in 1998.
Escrows. The loan documents provide for upfront reserves in the amount of $80,083 for real estate taxes and $21,077 for insurance. The loan documents also provide for ongoing monthly escrows in the amount of $40,041 for real estate taxes, $3,023 for insurance and $3,063 for replacement reserves (subject to a cap of $330,000), provided such monthly deposits for replacement reserves will not be required unless a Cash Management Period (as defined below) has occurred and is continuing. Initially no ongoing monthly escrows for tenant improvement and leasing commissions (“TI/LCs”) are required and commencing on February 1, 2019, no ongoing monthly escrows for TI/LCs will be required as long as no Cash Management Period has occurred and is continuing. In the event that a Cash Management Period has occurred, the borrower is required to make monthly deposits for TI/LCs (i) between February 1, 2019 and January 31, 2022, in the amount of $24,500; and (ii) $12,250 thereafter (subject to a cap of $2,950,000).
Additionally, during a Lease Sweep Period (as defined below), all excess cash flow (after payment of debt service, required reserves and budgeted and approved operating expenses) will be deposited into the TI/LC reserve until such time that an amount equal to the Lease Sweep Cap (as defined below) has been deposited into the TI/LC reserve.
“Lease Sweep Cap” is defined as (i) if the HITT Contracting lease triggered a Lease Sweep Period, $2,950,000, and (ii) with respect to any other Major Lease (as defined below) that has triggered a Lease Sweep Period, an amount equal to the lesser of (x) $2,950,000 or (y) $30.00, multiplied by the rentable square footage demised under such Major Lease, in either case, such amount will include sums disbursed by the lender to the borrower in connection with reletting the applicable premises.
Lockbox and Cash Management. The 2900 Fairview Park Drive Mortgage Loan requires a lender-controlled lockbox account which is already in place, and that the borrower direct the tenant to pay their rent directly to such lockbox account. The loan documents also require that all cash revenues and all other monies received by the borrower or the property manager be deposited into the lockbox account within one business day after receipt. Prior to the occurrence of a Cash Management Period (as defined below) or Lease Sweep Period, all funds on deposit in the lockbox account will be released to the borrower’s account on a daily basis. During a Cash Management Period or Lease Sweep Period, funds on deposit in the lockbox account will be swept on a daily basis into a lender controlled cash management account.
A “Cash Management Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the amortizing debt service coverage ratio falling below 1.25x at the end of any calendar quarter. A Cash Management Period will expire, with regard to clause (i), upon the cure of such event of default; and with regard to clause (ii), upon the date that the amortizing debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters.
A “Lease Sweep Period” will commence on the first payment date under the 2900 Fairview Park Drive Mortgage Loan following the occurrence of any of the following: (i) the date which is 12 months prior to the expiration of any Major Lease; (ii) the date upon which a tenant under a Major Lease is required to give notice of its exercise of a renewal option under a Major Lease, if such
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
20
2900 FAIRVIEW PARK DRIVE |
renewal has not been exercised; (iii) any Major Lease is surrendered, cancelled or terminated prior to its then-current expiration date; (iv) any tenant under a Major Lease discontinues its business at the premises or gives notice that it intends to discontinue its business; (v) the occurrence of a default under any Major Lease; or (vi) upon the occurrence of an insolvency proceeding by any tenant under a Major Lease. A Lease Sweep Period will end upon the earlier to occur of (x) the reasonable determination by the lender that sufficient funds have been accumulated in the leasing reserve to pay for all anticipated expenses in connection with the re-leasing of the space under the applicable Major Lease that gave rise to the subject Lease Sweep Period, or (y) the occurrence of any of the following: (1) with respect to clauses (i), (ii), (iii), or (iv) above, upon the earlier to occur of (A) the date on which the subject tenant under the Major Lease exercises its renewal or extension option, or (B) the date on which all the space demised under the subject Major Lease that gave rise to the subject Lease Sweep Period has been fully leased pursuant to a replacement lease or replacement leases in accordance with the terms of the loan documents, and all leasing expenses have been paid in full; (2) with respect to clause (v) above, if the subject default has been cured, and no other default has occurred under a Major Lease for a period of six consecutive months following such cure; (3) with respect to clause (vi) above, if the applicable Major Lease has been affirmed, assumed or assigned in a manner satisfactory to the lender; and (4) the date on which an amount equal to the applicable Lease Sweep Cap in the aggregate has been deposited into the TI/LC reserve.
“Major Lease” is defined as the HITT Contracting lease or any other lease which covers 36,750 or more rentable square feet of improvements.
Property Management. The 2900 Fairview Park Drive Property is managed by an affiliate of the borrower.
Assumption. The borrower has the right to transfer the 2900 Fairview Park Drive Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty (which includes an environmental indemnity) by an affiliate of the transferee; and (iii) rating agency confirmation from DBRS, KBRA, and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates.
Partial Release. Not permitted.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. Not permitted.
Ground Lease. None.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the 2900 Fairview Park Drive Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
21
No. 5 – Marriott Kansas City Country Club Plaza | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Hospitality | ||||
Original Principal Balance: | $38,500,000 | Specific Property Type: | Full Service | ||||
Cut-off Date Principal Balance: | $38,500,000 | Location: | Kansas City, MO | ||||
% of Initial Pool Balance: | [ ]% | Size: | 295 rooms | ||||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per Room: | $130,508 | ||||
Borrower Name: | CWI Kansas City Hotel, LLC | Year Built/Renovated: | 1987/2010 | ||||
Sponsor: | Carey Watermark Investors, Inc. | Title Vesting: | Fee | ||||
Mortgage Rate: | 4.420% | Property Manager: | Noble-Interstate Management Group LLC | ||||
Note Date: | November 18, 2014 | 3rd Most Recent Occupancy (As of): | 73.6% (12/31/2011) | ||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 76.2% (12/31/2012) | ||||
Maturity Date: | December 1, 2021 | Most Recent Occupancy (As of): | 75.9% (12/31/2013) | ||||
IO Period: | 60 months | Current Occupancy (As of): | 77.1% (9/30/2014) | ||||
Loan Term (Original): | 84 months | ||||||
Seasoning: | 0 months | Underwriting and Financial Information: | |||||
Amortization Term (Original): | 360 months | ||||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | 3rd Most Recent NOI (As of): | $4,591,883 (12/31/2012) | ||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $4,499,573 (12/31/2013) | ||||
Call Protection: | L(24),D(56),O(4) | Most Recent NOI (As of): | $4,811,262 (TTM 9/30/2014) | ||||
Lockbox Type: | Hard/Springing Cash Management | ||||||
Additional Debt: | None | ||||||
Additional Debt Type: | NAP | U/W Revenues: | $15,705,898 | ||||
U/W Expenses: | $11,063,426 | ||||||
U/W NOI: | $4,642,472 | ||||||
U/W NCF: | $3,857,177 | ||||||
U/W NOI DSCR: | 2.00x | ||||||
Escrows and Reserves(1): | U/W NCF DSCR: | 1.66x | |||||
U/W NOI Debt Yield: | 12.1% | ||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield: | 10.0% | ||
Taxes | $0 | $41,663 | NAP | As-Is Appraised Value: | $57,800,000 | ||
Insurance | $0 | Springing | NAP | As-Is Appraisal Valuation Date: | November 1, 2014 | ||
FF&E | $0 | $65,441 | NAP | Cut-off Date LTV Ratio: | 66.6% | ||
PIP Reserve | $11,550,931 | $0 | NAP | LTV Ratio at Maturity or ARD: | 64.5% | ||
(1) | See “Escrows” section. |
The Mortgage Loan. The mortgage loan (the “Marriott Kansas City Country Club Plaza Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a full service hotel located in Kansas City, Missouri (the “Marriott Kansas City Country Club Plaza Property”). The Marriott Kansas City Country Club Plaza Mortgage Loan was originated on November 18, 2014 by Wells Fargo Bank, National Association. The Marriott Kansas City Country Club Plaza Mortgage Loan had an original principal balance of $38,500,000, has an outstanding principal balance as of the Cut-off Date of $38,500,000 and accrues interest at an interest rate of 4.420% per annum. The Marriott Kansas City Country Club Plaza Mortgage Loan had an initial term of 84 months, has a remaining term of 84 months as of the Cut-off Date and requires interest-only payments for the first 60 payments following origination and, thereafter, requires payment of principal and interest based on a 30-year amortization schedule. The Marriott Kansas City Country Club Plaza Mortgage Loan matures on December 1, 2021.
Following the lockout period, the borrower has the right to defease the Marriott Kansas City Country Club Plaza Mortgage Loan in whole, but not in part, on any date before September 1, 2021. In addition, the Marriott Kansas City Country Club Plaza Mortgage Loan is prepayable without penalty on or after September 1, 2021.
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $38,500,000 | 55.3% | Purchase price | $56,650,000 | 81.4% | |||
Sponsor’s new cash contribution | $31,088,683 | 44.7 | Reserves | 11,550,931 | 16.6 | |||
Closing costs | 1,387,752 | 2.0 | ||||||
Total Sources | $69,588,683 | 100.0% | Total Uses | $69,588,683 | 100.0% |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
22
MARRIOTT KANSAS CITY COUNTRY CLUB PLAZA |
The Property. The Marriott Kansas City Country Club Plaza Property is a 295-room, 19-story full service hotel located in Kansas City, Missouri. The Marriott Kansas City Country Club Plaza Property was constructed in 1987 and renovated in 2010. The Marriott Kansas City Country Club Property’s guestroom configuration includes 190 king bed rooms, 92 double queen bedrooms and 13 queen bedrooms. Amenities at the Marriott Kansas City Country Club Plaza Property include an indoor pool and hot tub, fitness center, three food and beverage outlets, business center and meeting rooms totaling approximately 16,000 square feet. The Marriott Kansas City Country Club Plaza Property is connected to an adjacent property and leases approximately 6,129 square feet of additional banquet space (See “Cash Flow Analysis” section). The Marriott Kansas City Country Club Plaza Property provides 188 parking spaces in five-story parking structure resulting in a parking ratio of 0.6 spaces per key. The Marriott Kansas City Country Club Plaza Property underwent a $10.0 million property improvement plan (“PIP”) in 2010, which included upgrades to the restaurants and bars, lobby, guest rooms, meeting rooms and health club. The borrower plans to complete an approximately $11.6 million ($39,322 per room) PIP starting in 2015. The PIP renovations will include upgrading all guest rooms to comply with Marriott’s “room of the future” brand standards as well as renovating the hallway corridors and refreshing the meeting space, restaurant and lobby areas. The franchise agreement with Marriott expires in December 2034.
Operating History and Underwritten Net Cash Flow. The following table represents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Marriott Kansas City Country Club Plaza Property:
Cash Flow Analysis
2011 | 2012 | 2013 | TTM 9/30/2014 | U/W | U/W $ per Room | |||||||
Occupancy | 73.6% | 76.2% | 75.9% | 77.1% | 77.1% | |||||||
ADR | $126.75 | $134.71 | $136.00 | $139.41 | $139.41 | |||||||
RevPAR | $93.26 | $102.67 | $103.25 | $107.53 | $107.53 | |||||||
Total Revenue | $14,537,511 | $15,462,211 | $15,725,593 | $16,296,646 | $15,705,898(1) | $53,240 | ||||||
Total Department Expenses | 4,793,784 | 4,970,094 | 5,214,868 | 5,350,927 | 5,006,913(1) | 16,973 | ||||||
Gross Operating Profit | $9,743,727 | $10,492,117 | $10,510,725 | $10,945,719 | $10,698,985 | $36,268 | ||||||
Total Undistributed Expenses | 4,857,241 | 5,023,358 | 5,234,357 | 5,485,779 | 5,441,514 | 18,446 | ||||||
Profit Before Fixed Charges | $4,886,486 | $5,468,759 | $5,276,368 | $5,459,940 | $5,257,472 | $17,822 | ||||||
Total Fixed Charges | 854,509 | 876,876 | 776,795 | 648,678 | 615,000(1) | 2,085 | ||||||
Net Operating Income | $4,031,977 | $4,591,883 | $4,499,573 | $4,811,262 | $4,642,472 | $15,737 | ||||||
FF&E | 0 | 0 | 0 | 0 | 785,295 | 2,662 | ||||||
Net Cash Flow | $4,031,977 | $4,591,883 | $4,499,573 | $4,811,262 | $3,857,177 | $13,075 | ||||||
NOI DSCR | 1.74x | 1.98x | 1.94x | 2.07x | 2.00x | |||||||
NCF DSCR | 1.74x | 1.98x | 1.94x | 2.07x | 1.66x | |||||||
NOI DY | 10.5% | 11.9% | 11.7% | 12.5% | 12.1% | |||||||
NCF DY | 10.5% | 11.9% | 11.7% | 12.5% | 10.0% | |||||||
(1) | The Food & Beverage (“F&B”) revenue was underwritten based on the trailing 12-months ending September 30, 2014 with an adjustment made to eliminate revenue, and costs associated with F&B revenue as well as the rent expense attributed to leased banquet space. The Marriott Kansas City Country Club Marriot Property leases approximately 6,129 square feet that is used for meeting and banquet space through June 2018 for $22.00 per square foot plus common area maintenance expenses. The U/W deducted the three-year average of the attributed F&B revenue ($590,748), deducted the F&B costs associated with the F&B revenue ($344,014) and the rent expense ($191,947) associated with the leased banquet space. |
Appraisal. As of the appraisal valuation date of November 1, 2014, the Marriott Kansas City Country Club Property had an “as-is” appraised value of $57,800,000.
Environmental Matters. According to the Phase I environmental site assessment dated October 1, 2014, there was no evidence of any recognized environmental conditions at the Marriott Kansas City Country Club Plaza Property.
Market Overview and Competition. The Marriott Kansas City Country Club Property is located in Kansas City Missouri, in the Country Club business district, which is located approximately two miles south of the Kansas City central business district. The Marriott Kansas City Country Club Property is located in the northwest quadrant of the intersection of East 45th Street and Main Street and is adjacent to St. Luke’s Hospital and is approximately one mile north from the Country Club Plaza lifestyle retail shopping center. Country Club Plaza is a 55.0-acre, 15-block outdoor shopping, dining, and entertainment district located four miles south of the Kansas City central business district. Conceived by J. C. Nichols, a local developer, in the early 1920’s and architecturally inspired by buildings and plazas in Seville, Spain, it was the first shopping center in the United States specifically conceived and designed to accommodate shoppers arriving by car. The blocks surrounding Country Club Plaza comprise of residential, medical facilities and three million square feet of office space. The Country Club Plaza shopping center has more than 150 shops and restaurants that include Ann Taylor, Burberry, Apple, Urban Outfitters, XXI Forever, Tiffany & Co. and Restoration Hardware. The restaurants include The Cheesecake Factory, The Capital Grill, Houston’s and P.F. Chang’s China Bistro. The Marriott Kansas City Country Club Plaza Property is located adjacent to the global headquarters for American Century Investments and is approximately 1.3 miles north of the University of Missouri Kansas City (“UMKC”). American Century Investments employs approximately 1,300 people with other offices located in New York, London, Hong Kong and Mountain View, California and UMKC reports enrollment of approximately 16,000 students for the 2013 school year. The Marriott Kansas City Country Club Property’s demand segmentation as of year-end 2013 was 35.0% meeting and group, 30.0% commercial, 30.0% leisure and 5.0% extended-stay. Commercial and corporate demand in the Marriott Kansas City Country Club Property’s market area is generated by a diverse
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
23
MARRIOTT KANSAS CITY COUNTRY CLUB PLAZA |
base of corporate tenants in the surrounding area that include AT&T, IBM, Ernst & Young, the Federal Reserve Bank of Kansas City, KPMG and Turner Construction.
The following table presents certain information relating to the Marriott Kansas City Country Club Plaza Property’s competitive set:
Subject and Market Historical Occupancy, ADR and RevPAR(1)
Competitive Set | Marriott Kansas City Country Club Plaza | Penetration Factor | |||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | ||||||||
9/30/2014 TTM | 73.8% | $149.58 | $110.36 | 77.1% | $139.41 | $107.53 | 104.5% | 93.2% | 97.4% | ||||||||
9/30/2013 TTM | 71.9% | $146.05 | $104.95 | 75.3% | $135.02 | $101.73 | 104.9% | 92.4% | 96.9% | ||||||||
9/31/2012 TTM | 73.6% | $139.33 | $102.58 | 76.8% | $132.32 | $101.68 | 104.4% | 95.0% | 99.1% |
(1) | Information obtained from a third party hospitality report dated October 17, 2014. The competitive set includes the following hotels: InterContinental Kansas City @ The Plaza, Embassy Suites Kansas City Plaza, Sheraton Hotel Suites Country Club Plaza, Residence Inn Kansas City Country Club Plaza and Courtyard Kansas City Country Club Plaza. |
The Borrower. The borrower is CWI Kansas City Hotel, LLC a Delaware limited liability company and a single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Marriott Kansas City Country Club Mortgage Loan. Carey Watermark Investors Incorporated (“CWI”) is the guarantor of certain nonrecourse carveouts under the Marriott Kansas City Country Club Plaza Mortgage Loan.
The Sponsor. The sponsor is CWI, a private non-listed hospitality Real Estate Investment Trust that was formed in March 2008 to acquire lodging assets across the United States. As of October 2014, CWI’s real estate portfolio is comprised of ownership interests in 26 hotels located in 14 states comprising of approximately 5,293 rooms.
Escrows. The loan documents provide for upfront escrows in the amount of $11,550,931 for the PIP reserve. The loan documents provide for monthly escrows in the amount of $41,663 for real estate taxes and an amount equal to 5.0% of the operating income for the calendar month immediately preceding each monthly payment date. The loan documents do not require monthly escrows for insurance provided as long as (i) no event of default has occurred and is continuing; (ii) the Marriott Kansas City Country Club Plaza Property is covered by an acceptable blanket insurance policy; and (iii) the borrower provides the lender with evidence of renewal of the policies and timely proof of payment of insurance premiums.
Lockbox and Cash Management. The Marriott Kansas City Country Club Plaza Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct all receipts payable with respect to the Marriott Kansas City Country Club Plaza Property directly into the lockbox account. The loan documents also require all revenues received by the borrower or the property manager to be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds on deposit in the lockbox account are disbursed to the borrower. During a Cash Trap Event period, all excess cash flow is swept on a monthly basis to a lender-controlled cash management account.
A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default or (ii) the amortizing debt service coverage ratio falling below 1.30x at the end of any calendar quarter, commencing January 1, 2016. A Cash Trap Event Period will expire, with regard to clause (i), upon the cure of such event of default, or with regard to clause (ii), (a) upon the date that the amortizing debt service coverage ratio is equal to or greater than 1.40x for two consecutive calendar quarters or equal to or greater than 1.45x for one calendar quarter or (b) the payment of funds by the borrower into a reserve account or in lieu of posting funds into a reserve account, the posting of a letter of credit that will be held as additional security during the loan term, in which, if applied to reduce the outstanding principal balance of the loan, the amortizing debt service coverage ratio would be equal to or greater than 1.45x.
Property Management. The Marriott Kansas City Country Club Plaza Property is managed by Noble-Interstate Management Group, LLC.
Assumption. The borrower has the two-time right to transfer the Marriott Kansas City Country Club Plaza Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from DBRS, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates.
Partial Release. Not permitted.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. Not permitted.
Ground Lease. None.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
24
MARRIOTT KANSAS CITY COUNTRY CLUB PLAZA |
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Marriott Kansas City Country Club Plaza Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
25
No. 6 – Colorado Mills | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | The Royal Bank of Scotland plc | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | ||||
Original Principal Balance(1): | $36,000,000 | Specific Property Type: | Regional Mall | ||||
Cut-off Date Principal Balance(1): | $36,000,000 | Location: | Lakewood, CO | ||||
% of Initial Pool Balance: | [ ]% | Size: | 918,448 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per SF(1): | $148.08 | ||||
Borrower Name: | Colorado Mills Mall Limited Partnership | Year Built/Renovated: | 2002/2013 | ||||
Sponsor: | Simon Property Group | Title Vesting: | Fee | ||||
Mortgage Rate: | 4.282% | Property Manager: | Self-managed | ||||
Note Date: | October 30, 2014 | 3rd Most Recent Occupancy (As of)(3): | 86.5% (12/31/2011) | ||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of)(3): | 91.6% (12/31/2012) | ||||
Maturity Date: | November 1, 2024 | Most Recent Occupancy (As of)(3): | 94.0% (12/31/2013) | ||||
IO Period: | 36 months | Current Occupancy (As of)(3): | 93.8% (10/1/2014) | ||||
Loan Term (Original): | 120 months | ||||||
Seasoning: | 1 month | Underwriting and Financial Information: | |||||
Amortization Term (Original): | 360 months | ||||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | 3rd Most Recent NOI (As of): | $15,015,941 (12/31/2012) | ||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $15,058,036 (12/31/2013) | ||||
Call Protection: | L(25),D(88),O(7) | Most Recent NOI (As of): | $16,310,359 (TTM 9/30/2014) | ||||
Lockbox Type: | Hard/Springing Cash Management | ||||||
Additional Debt(1): | Yes | U/W Revenues: | $28,139,377 | ||||
Additional Debt Type(1): | Pari Passu | U/W Expenses: | $11,755,768 | ||||
U/W NOI: | $16,383,609 | ||||||
U/W NCF: | $15,409,630 | ||||||
U/W NOI DSCR(1): | 2.03x | ||||||
Escrows and Reserves(2): | U/W NCF DSCR(1): | 1.91x | |||||
U/W NOI Debt Yield(1): | 12.0% | ||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield(1): | 11.3% | ||
Taxes | $0 | Springing | NAP | As-Is Appraised Value: | $215,000,000 | ||
Insurance | $0 | Springing | NAP | As-Is Appraisal Valuation Date: | October 1, 2014 | ||
Replacement Reserves | $0 | Springing | $460,000 | Cut-off Date LTV Ratio(1): | 63.3% | ||
TI/LC Reserve | $0 | Springing | $3,000,000 | LTV Ratio at Maturity or ARD(1): | 55.1% | ||
(1) | The Colorado Mills Loan Combination, totaling $136,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). The non-controlling Note A-2 had an original principal balance of $36,000,000, has an outstanding principal balance of $36,000,000 as of the Cut-off Date and will be contributed to the WFCM 2014-LC18 Trust. The controlling Note A-1 had an original principal balance of $100,000,000 and is expected to be contributed to the WFRBS 2014-C25 Trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Colorado Mills Loan Combination. |
(2) | See “Escrows” section. |
(3) | Historical and current occupancy includes temporary and seasonal tenants. The Colorado Mills Property was 86.0% occupied by permanent tenants as of October 1, 2014. |
The Mortgage Loan. The mortgage loan (the “Colorado Mills Loan Combination”) is evidenced by two pari passu notes (Notes A-1 and A-2) secured by a first mortgage encumbering a regional mall located in Lakewood, Colorado (the “Colorado Mills Property”). The Colorado Mills Loan Combination was originated on October 30, 2014 by The Royal Bank of Scotland plc. The Colorado Mills Loan Combination had an original principal balance of $136,000,000, has an outstanding principal balance as of the Cut-off Date of $136,000,000 and accrues interest at an interest rate of 4.282% per annum. The Colorado Mills Loan Combination had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments for the first 36 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Colorado Mills Loan Combination matures on November 1, 2024.
Note A-2, which represents the non-controlling interest in the Colorado Mills Loan Combination and will be contributed to the WFCM 2014-LC18 Trust, had an original principal balance of $36,000,000 and has an outstanding principal balance as of the Cut-off Date of $36,000,000. Note A-1 (the “Colorado Mills Companion Loan”), which represents a controlling interest in the Colorado Mills Loan Combination, had an original principal balance of $100,000,000, and is expected to be contributed to the WFRBS 2014-C25 Trust.
Following the lockout period, the borrower has the right to defease the Colorado Mills Loan Combination in whole, but not in part, on any due date before May 1, 2024. In addition, the Colorado Mills Loan Combination is prepayable without penalty on or after May 1, 2024.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
26
COLORADO MILLS |
Sources and Uses
Sources | Uses | |||||||
Original loan combination amount | $136,000,000 | 100.0% | Loan payoff | $113,748,969 | 83.6% | |||
Closing costs | 518,866 | 0.4 | ||||||
Return of equity | 21,732,165 | 16.0 | ||||||
Total Sources | $136,000,000 | 100.0% | Total Uses | $136,000,000 | 100.0% |
The Property. The Colorado Mills Property is a single-story regional outlet mall and entertainment center located at the intersection of West Colfax Avenue and Indiana Street, adjacent to Interstate-70, in Lakewood, Colorado, approximately 10 miles west of downtown Denver. The Colorado Mills Property contains 1,099,545 square feet of retail space, of which 918,448 square feet (the “Colorado Mills Mortgaged Property”) serve as collateral for the Colorado Mills Loan Combination. The Colorado Mills Property was constructed in 2002 and is situated on a 122.0-acre parcel of land, of which 90.2-acres serve as collateral. The Colorado Mills Property is anchored by Target (not part of the collateral), a 16-screen United Artists Theatre (a movie theater) and Burlington Coat Factory (an apparel and home product retailer). Junior anchors at the Colorado Mills Property include Sports Authority, Last Call Neiman Marcus, Off 5th Saks Fifth Avenue, H&M, and Forever 21 (each are national retailers). In-line tenants at the Colorado Mills Property include Pier 1 Imports (ground lease), Nike Factory Store, Victoria’s Secret, Gap Outlet, Express, and Coach Factory. In 2013, approximately $7.0 million of capital was invested by the sponsor to remodel ten stores, secure 12 new tenants, and relocate five existing tenants. In 2014, the Colorado Mills Property added new tenants including J. Crew, Adidas, Michael Kors, Calvin Klein and five new food court tenants. The Colorado Mills Property contains 7,038 parking spaces, resulting in a parking ratio of 6.4 spaces per 1,000 square feet of rentable area. As of June 30, 2014, tenants occupying 10,000 square feet or less had trailing 12-month in-line sales of $324 per square foot with an average occupancy cost of 11.8%. As of October 1, 2014, the Colorado Mills Mortgaged Property was 93.8% occupied by 165 tenants (including temporary tenants).
Tenants at the Colorado Mills Property are required to remit an amount equal to 1.4% of all sales (“PIF”) to the City of Lakewood, Colorado to support certain bonds. Neither the borrower nor the sponsor has any obligation to fund any portion of the PIF due by the tenants and the failure of a tenant to pay such amounts will not result in a lien against the Colorado Mills Mortgaged Property.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
27
COLORADO MILLS |
The following table presents certain information relating to tenancy at the Colorado Mills Property:
Major Tenants
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF(2) | Annual U/W Base Rent(2) | % of Total Annual U/W Base Rent | Sales PSF(3) | Occupancy Cost(3)(4) | Lease Expiration Date | ||||||||||
Anchor Tenant - Not Part of Collateral | |||||||||||||||||||
Target | A-/A2/A | 181,039 | ANCHOR OWNED - NOT PART OF THE COLLATERAL | ||||||||||||||||
Anchor Tenants - Collateral | |||||||||||||||||||
United Artists Theatre | B+/B3/B+ | 82,451 | 9.0% | $10.50 | $865,736 | 6.2% | $371,648(5) | 14.6% | 12/17/2017(6) | ||||||||||
Burlington Coat Factory | NR/NR/NR | 63,145 | 6.9% | $8.05 | $508,317 | 3.7% | $123 | 6.2% | 1/31/2016(7) | ||||||||||
Total Anchor Tenants - Collateral | 145,596 | 15.9% | $9.44 | $1,374,053 | 9.9% | ||||||||||||||
Other Major Tenants – Collateral | |||||||||||||||||||
Sports Authority | NR/NR/NR | 43,568 | 4.7% | $16.94 | $738,042 | 5.3% | $198 | 10.3% | 1/31/2018 | ||||||||||
Off Broadway Shoes | NR/NR/NR | 23,051 | 2.5% | $24.50 | $564,750 | 4.1% | $204 | 15.6% | 6/30/2020 | ||||||||||
Last Call Neiman Marcus | NR/Caa2/B | 32,143 | 3.5% | $15.75 | $506,252 | 3.6% | $221 | 9.2% | 1/31/2018 | ||||||||||
Forever 21 | NR/NR/NR | 21,975 | 2.4% | $15.12 | $332,313 | 2.4% | $160 | 9.3% | 8/31/2023 | ||||||||||
Jumpstreet | NR/NR/NR | 40,217 | 4.4% | $7.09 | $285,000 | 2.0% | $38 | 18.6% | 7/31/2017 | ||||||||||
Off 5th Saks Fifth Ave | NR/NR/NR | 28,003 | 3.0% | $0.00(8) | $0(8) | 0.0% | $108 | 3.5% | 1/31/2016 | ||||||||||
H&M | NR/NR/NR | 23,464 | 2.6% | $0.00(9) | $0(9) | 0.0% | $213 | 9.0% | 1/31/2024 | ||||||||||
Total Other Major Tenants - Collateral | 212,421 | 23.1% | $15.07 | $2,426,356 | 17.4% | ||||||||||||||
Non-Major Retail Tenants(10) – Collateral | 503,604 | 54.8% | $25.40 | $10,124,044 | 72.7% | ||||||||||||||
Total Occupied Collateral(10) | 861,621 | 93.8% | $19.75 | $13,924,453 | 100.0% | ||||||||||||||
Total Vacant Space | 56,827 | 6.2% | |||||||||||||||||
Collateral Total | 918,448 | 100.0% | |||||||||||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through August 2015. |
(3) | Sales PSF and Occupancy Costs are for the trailing 12-month period ending June 30, 2014. |
(4) | Occupancy Costs include base rent, reimbursements and percentage rent, as applicable. |
(5) | United Artists Theatre operates 16 screens and reported sales of $371,648 per screen for the trailing 12-month period ending June 30, 2014. |
(6) | United Artists Theatre has three, 5-year lease renewal options. |
(7) | Burlington Coat Factory has four, 5-year lease renewal options. |
(8) | Off 5th Saks Fifth Ave pays percentage rent in-lieu of base rent in an amount equal to 3.5% of gross sales. |
(9) | H&M pays percentage rent in-lieu of base rent in an amount equal to 9.0% of gross sales. |
(10) | Includes 71,555 square feet attributed to temporary tenants that were not included in the Annual U/W Base Rent, along with 84,967 square feet attributed to certain tenants paying percentage rent in-lieu of base rent, for a total of 156,522 square feet. The Annual U/W Base Rent PSF for Non-Major Retail Tenants and Total Occupied Collateral exclude the square footage attributed to these tenants. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
28
COLORADO MILLS |
The following table presents certain information relating to the historical sales and occupancy costs at the Colorado Mills Mortgaged Property:
Historical Sales (PSF) and Occupancy Costs(1)
Tenant Name | 2011 | 2012 | 2013 | TTM 6/30/2014 |
Burlington Coat Factory | $97 | $107 | $122 | $123 |
Forever 21(2) | $344 | $292 | $163 | $160 |
H&M | NAV | NAV | $219 | $213 |
Jumpstreet | NAV | $64 | $40 | $38 |
Last Call Neiman Marcus | $229 | $241 | $221 | $221 |
Off 5th Saks Fifth Ave | $121 | $110 | $106 | $108 |
Off Broadway Shoes | $182 | $178 | $189 | $204 |
Sports Authority | $174 | $180 | $183 | $198 |
United Artists Theatre(3) | $295,250 | $371,875 | $388,375 | $371,648 |
Total In-line (<10,000 square feet) | $289 | $306 | $312 | $324 |
Occupancy Costs | 14.5% | 13.5% | 12.5% | 11.8% |
(1) | Historical Sales (PSF) and Occupancy Costs were provided by the borrower. |
(2) | Forever 21 expanded its space in August 2013 from 3,688 square feet to 21,975 square feet. |
(3) | Represents sales per screen. United Artists Theatre operates 16 screens. |
The following table presents certain information relating to the lease rollover schedule at the Colorado Mills Mortgaged Property:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | % of Annual U/W Base Rent | Annual U/W Base Rent PSF(3) | |||||||||
MTM(4) | 35 | 71,555 | 7.8% | 71,555 | 7.8% | $0 | 0.0% | $0.00 | |||||||||
2014 | 4 | 21,608 | 2.4% | 93,163 | 10.1% | $366,298 | 2.6% | $16.95 | |||||||||
2015 | 20 | 63,861 | 7.0% | 157,024 | 17.1% | $1,278,564 | 9.2% | $21.25 | |||||||||
2016 | 18 | 139,043 | 15.1% | 296,067 | 32.2% | $1,826,487 | 13.1% | $16.83 | |||||||||
2017 | 12 | 157,532 | 17.2% | 453,599 | 49.4% | $1,730,393 | 12.4% | $11.81 | |||||||||
2018 | 13 | 102,678 | 11.2% | 556,277 | 60.6% | $2,161,491 | 15.5% | $21.05 | |||||||||
2019 | 9 | 50,934 | 5.5% | 607,211 | 66.1% | $860,002 | 6.2% | $20.14 | |||||||||
2020 | 6 | 45,493 | 5.0% | 652,704 | 71.1% | $1,098,612 | 7.9% | $24.15 | |||||||||
2021 | 3 | 10,923 | 1.2% | 663,627 | 72.3% | $243,466 | 1.7% | $22.29 | |||||||||
2022 | 6 | 20,923 | 2.3% | 684,550 | 74.5% | $542,386 | 3.9% | $25.92 | |||||||||
2023 | 15 | 71,821 | 7.8% | 756,371 | 82.4% | $1,802,655 | 12.9% | $25.10 | |||||||||
2024 | 20 | 90,135 | 9.8% | 846,506 | 92.2% | $1,584,454 | 11.4% | $27.05 | |||||||||
Thereafter | 4 | 15,115 | 1.6% | 861,621 | 93.8% | $429,644 | 3.1% | $28.43 | |||||||||
Vacant(5) | 0 | 56,827 | 6.2% | 918,448 | 100.0% | $0 | 0.0% | $0.00 | |||||||||
Total/Weighted Average | 165 | 918,448 | 100.0% | $13,924,453 | 100.0% | $19.75 |
(1) | Information obtained from the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule. |
(3) | The Annual U/W Base Rent PSF and Total/Weighted Average Annual U/W Base Rent PSF exclude vacant space, square feet attributed to tenants paying percentage rent in lieu of base rent and square footage attributed to temporary tenants. These rents were included in the underwritten percentage rent and other income. |
(4) | Includes 35 temporary tenants. The rent for temporary tenants has been included in the underwritten other income. |
(5) | Occupancy includes temporary and seasonal tenants. |
The following table presents historical occupancy percentages at the Colorado Mills Mortgaged Property:
Historical Occupancy(1)
12/31/2009 (2) | 12/31/2010(2) | 12/31/2011(2) | 12/31/2012(2) | 12/31/2013(2) | 10/1/2014(3) | |||||
83.1% | 86.9% | 86.5% | 91.6% | 94.0% | 93.8% |
(1) | Occupancy includes temporary and seasonal tenants. The Colorado Mills Property was 86.0% occupied by permanent tenants as of October 1, 2014. |
(2) | Information obtained from the borrower. |
(3) | Information obtained from underwritten rent roll. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
29
COLORADO MILLS |
The following table presents historical base rent per square foot at the Colorado Mills Mortgaged Property:
Historical Average Base Rent (PSF)(1)
12/31/2011 | 12/31/2012 | 12/31/2013 | TTM 9/30/2014 | |||
$16.50 | $15.89 | $14.99 | $15.05 |
(1) | Information obtained from the borrower’s operating statements. The average base rent is based on the gross potential rent divided by the occupied square footage and does not take into account temporary tenants or tenants paying percentage rent in lieu of base 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 Colorado Mills Mortgaged Property:
Cash Flow Analysis
2012 | 2013 | TTM 9/30/2014 | U/W | U/W $ per SF | ||||||
Base Rent | $13,369,544 | $12,938,317 | $13,061,074 | $13,924,453 | $15.16 | |||||
Grossed Up Vacant Space | 0 | 0 | 0 | 4,816,331 | 5.24 | |||||
Percentage Rent | 1,453,601 | 1,752,830 | 2,223,477 | 1,919,172 | 2.09 | |||||
Total Reimbursables | 7,772,047 | 8,015,759 | 8,809,946 | 8,467,168 | 9.22 | |||||
Other Income | 3,894,530 | 3,860,076 | 3,828,584 | 3,828,584 | 4.17 | |||||
Less Vacancy & Credit Loss | (18,201) | (45,059) | 7,738 | (4,816,331)(1) | (5.24) | |||||
Effective Gross Income | $26,471,521 | $26,521,923 | $27,930,819 | $28,139,377 | $30.64 | |||||
Total Operating Expenses | $11,455,580 | $11,463,887 | $11,620,460 | $11,755,768 | $12.80 | |||||
Net Operating Income | $15,015,941 | $15,058,036 | $16,310,359 | $16,383,609 | $17.84 | |||||
TI/LC | 0 | 0 | 0 | 744,367 | 0.81 | |||||
Replacement Reserves | 0 | 0 | 0 | 229,612 | 0.25 | |||||
Net Cash Flow | $15,015,941 | $15,058,036 | $16,310,359 | $15,409,630 | $16.78 | |||||
NOI DSCR(2) | 1.86x | 1.87x | 2.02x | 2.03x | ||||||
NCF DSCR(2) | 1.86x | 1.87x | 2.02x | 1.91x | ||||||
NOI DY(2) | 11.0% | 11.1% | 12.0% | 12.0% | ||||||
NCF DY(2) | 11.0% | 11.1% | 12.0% | 11.3% |
(1) | The underwritten economic vacancy is 15.8%. The Colorado Mills Mortgaged Property was 86.0% physically occupied by permanent tenants (93.8% occupied including temporary and seasonal tenants) as of October 1, 2014. |
(2) | DSCRs and debt yields are based on the Colorado Mills Loan Combination. |
Appraisal. As of the appraisal valuation date of October 1, 2014, the Colorado Mills Mortgaged Property had an “as-is” appraised value of $215,000,000.
Environmental Matters. According to a Phase I environmental site assessment dated October 10, 2014, there was no evidence of any recognized environmental conditions at the Colorado Mills Mortgaged Property.
Market Overview and Competition. The Colorado Mills Property is located at the intersection of West Colfax Avenue and Indiana Street, adjacent to Interstate-70 in Lakewood, Colorado. The Colorado Mills Property is located in the western portion of the Denver metropolitan statistical area, situated approximately 10 miles west of downtown Denver. According to the appraisal, the Colorado Mills Property is located in the west Denver submarket and has a primary trade area that encompasses a seven-mile radius. The 2014 population within a seven- and 10-mile radius were reported at approximately 375,029 and 764,500, respectively, and average household income within the same seven- and 10-mile radius were reported at approximately $71,817 and $70,906, respectively.
The appraiser estimated market rent for in-line tenants in the west Denver submarket to be $17.89 per square foot on a triple net basis and concluded to an estimate of $12.50 per square foot on a triple net basis for anchor tenants comprising less than 40,000 square feet and $9.00 per square foot on a triple net basis for anchor tenants comprising more than 40,000 square feet. The appraiser concluded a vacancy rate of 5.0% and a third party market research report indicated a second quarter 2014 west Denver retail submarket vacancy rate of 4.3%.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
30
COLORADO MILLS |
The following table presents certain information relating to some comparable retail centers provided in the appraisal for the Colorado Mills Property:
Competitive Set(1)
Colorado Mills (Subject) | Belmar | Denver Pavilions | Southwest Plaza | Cherry Creek | Flatiron Crossing | |
Market | Lakewood, CO | Lakewood, CO | Denver, CO | Littleton, CO | Denver, CO | Broomfield, CO |
Distance from Subject | -- | 7 miles | 12 miles | 14 miles | 13 miles | 21 miles |
Property Type | Super Regional Mall | Lifestyle Center | Lifestyle Center | Super Regional Mall | Super Regional Mall | Super Regional Mall |
Year Built/Renovated | 2002/2013 | 2006/NAP | 1998/NAP | 1983/1994/2001/ 2005/2007 | 1990/1998 | 2000/2009/2013 |
Anchors | Target, United Artists Theatre, Burlington Coat Factory | Target, Century Theatres, Whole Foods, Nordstrom Rack | United Artists Theatres, Barnes & Noble, Nike, Forever 21 | Dillard’s, Macy’s, Sears, JC Penney | Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy’s | Nordstrom, Dillard’s, Macy’s, Cinemas |
Total GLA | 1,099,545 SF | 715,000 SF | 411,527 SF | 1,390,720 SF | 1,032,000 SF | 1,435,000 SF |
Total Occupancy | 94% | 93% | 91% | 86% | 99% | 94% |
(1) | Information obtained from the appraisal and underwritten rent roll. |
The Borrower. The borrower is Colorado Mills Mall Limited Partnership, a Delaware limited partnership and a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Colorado Mills Loan Combination. Simon Property Group, L.P. (“Simon”) is the guarantor of certain nonrecourse carveouts up to 10.0% of the Colorado Mills Loan Combination.
The Sponsor. The sponsor, Simon (NYSE: SPG), is an S&P 100 company with total market capitalization of $88.0 billion as of June 30, 2014 and owns or has an interest in 228 retail commercial properties totaling approximately 189.0 million square feet. Simon has sponsored other real estate projects over the last 10 years that have been the subject of mortgage loan defaults, foreclosure proceedings and deed-in-lieu of foreclosure.
Escrows. No ongoing monthly escrows are required for real estate taxes, insurance, replacement or tenant improvement and leasing commissions reserves so long as no Debt Service Coverage Ratio Trigger Period (as defined below) has occurred and is continuing under the Colorado Mills Loan Combination. In the event that a Debt Service Coverage Ratio Trigger Period has occurred, the borrower is required to make monthly deposits: (i) for the payment of real estate taxes in an amount equal to one-twelfth of the estimated annual taxes payable and for the payment of insurance in an amount equal to one-twelfth of the estimated annual insurance premiums payable; provided that so long as no event of default has occurred and is continuing, the borrower will not be required to make such deposits for so long as the borrower provides satisfactory evidence to the lender that the taxes have been paid prior to delinquency and the insurance policies are being maintained as part of a reasonably acceptable blanket insurance policy providing coverage to substantially all of the other properties managed by the property manager or its affiliates; (ii) for replacements and repairs in an amount equal to $19,167 (subject to a cap of $460,000); and (iii) for tenant improvements and leasing commissions in an amount equal to $125,000 (subject to a cap of $3,000,000).
A “Debt Service Coverage Ratio Trigger Period” will commence if, as of the date of determination, the amortizing debt service coverage ratio based on the trailing four-calendar quarters falls below 1.20x for two consecutive calendar quarters. A Debt Service Coverage Ratio Trigger Period will end when an amortizing debt service coverage ratio of at least 1.20x has been achieved for two consecutive calendar quarters.
Lockbox and Cash Management. The Colorado Mills Loan Combination requires a lender controlled lockbox, which is already in place, and that the borrower direct tenants to deposit all rents directly into the lockbox account and that the borrower and the property manager deposit all rents received into the lockbox account within two business days of receipt. Prior to the occurrence of a Lockbox Event (as defined below), all funds on deposit in the lockbox account will be released to the borrower on a weekly basis. Upon the occurrence and continuance of a Lockbox Event, funds on deposit in the lockbox account will be swept on a weekly basis (or on each business day, during the continuance of an event of default) into a lender controlled cash management account.
A “Lockbox Event” will commence upon the occurrence of (i) an event of default; (ii) any bankruptcy or insolvency proceeding of the borrower or the property manager (if the property manager is an affiliate of the borrower); or (iii) the amortizing debt service coverage ratio based on the trailing four-calendar quarters falls below 1.20x for two consecutive calendar quarters. A Lockbox Event will end with respect to clause (i), upon the acceptance by the lender of a cure of such event of default; with respect to clause (ii), if the borrower replaces the property manager pursuant to a replacement management agreement, each pursuant to the terms of the Colorado Mills Loan Combination documents, or such bankruptcy or insolvency proceeding of the property manager is discharged or dismissed within 90 days; or with respect to clause (iii), when an amortizing debt service coverage ratio based on the trailing four-calendar quarters of at least 1.20x has been achieved for two consecutive calendar quarters; provided, however, that (x) no event of default has occurred and is continuing under the loan agreement or any of the other Colorado Mills Loan Combination documents; (y) the borrower has paid all of the lender’s reasonable out-of-pocket expenses actually incurred in connection with such Lockbox Event, including reasonable attorney’s fees and expenses; and (z) a Lockbox Event may not be cured more than five times in the aggregate during the term of the Colorado Mills Loan Combination.
Property Management. The Colorado Mills Mortgaged Property is managed by an affiliate of Simon other than the borrower.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
31
COLORADO MILLS |
Assumption. The borrower has the right to transfer the Colorado Mills Mortgaged Property, or greater than 50% of the aggregate interests in the borrower, in one or a series of related transactions to one or more Qualified Transferees (as defined below) (other than a transfer to a Key Principal (as defined below) or any person wholly owned by one or more Key Principals, so long as such Key Principals owned 49% of the aggregate interests in the borrower prior to such transfer), 61 days after the Series 2014-LC18 Trust closing date, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to delivery of an additional insolvency opinion.
The borrower also has the right to transfer the Colorado Mills Mortgaged Property or 100% of the aggregate interests in the borrower to a transferee that is not a Qualified Transferee, provided that no event of default has occurred and is continuing, the conditions with respect to transfers to a transferee that is not a Qualified Transferee and certain additional conditions are satisfied, including, but not limited to receipt of a rating agency confirmation from DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates and similar confirmations with respect to the ratings of any securities backed by the Colorado Mills Companion Loan.
A “Qualified Transferee” is (a) any person or its affiliate (provided such person owns, directly or indirectly, not less than 51% of such affiliate) who owns and operates (i) at least five shopping centers and (ii) retail properties and shopping centers totaling in the aggregate at least 3,000,000 square feet of gross area; (b) any person who has a net worth in excess of $250,000,000; or (c) any person, provided the lender has received written confirmation from each of DBRS, KBRA and Moody’s that the transfer to such person will not, in and of itself, cause a downgrade, withdrawal or qualification of the then current ratings of the Series 2014-LC18 Certificates and similar confirmations with respect to ratings of any securities backed by the Colorado Mills Companion Loan; provided, however, that no person will be deemed to be a Qualified Transferee if such person (x) is an embargoed person, (y) except for General Growth Properties or its affiliates, is or has during the previous seven years been the subject of a bankruptcy or insolvency proceeding or (z) has been convicted in a criminal proceeding for a felony or any crime involving moral turpitude or is an organized crime figure or is reputed to have substantial business or other affiliations with any organized crime figure.
“Key Principal” means any of Simon Property Group, L.P., Simon Property Group, Inc. or Kan Am USA XX Limited Partnership.
Free Release. Provided that no event of default has occurred and is continuing, the borrower may (i) make transfers of immaterial or non-income producing portions of the Colorado Mills Mortgaged Property in connection with takings or condemnations of any portion of the Colorado Mills Mortgaged Property; (ii) make transfers of non-income producing portions of the Colorado Mills Mortgaged Property to third parties or affiliates of the borrower; and (iii) dedicate portions of the Colorado Mills Mortgaged Property or grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business; subject to certain conditions, including, with respect to any of the transfers described in (ii) and (iii), delivery of an officer’s certificate evidencing that such transfer, conveyance or encumbrance will not result in a material adverse effect on the value of the Colorado Mills Mortgaged Property, the business operations or financial condition of the borrower or the ability of the borrower to repay the Colorado Mills Loan Combination.
Real Estate Substitution. Not Permitted.
Subordinate and Mezzanine Indebtedness. Not Permitted.
Ground Lease. None.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Colorado Mills Mortgaged Property or if the Terrorism Risk Insurance Program Reauthorization Act is no longer in effect, the borrower will be required to obtain a stand alone policy providing the same coverage for terrorism; provided, however (a) that the borrower will not be required to pay annual premiums in excess of two times the then-current annual premiums for the “all risk” insurance policy (excluding the catastrophic coverage of flood, earthquake and wind) and (b) that such stand-alone policy may have a deductible that is reasonable for such stand-alone policies with respect to properties similar to and reasonable for the geographic region where the Colorado Mills Mortgaged Property is located, so long as in no event shall such deductible exceed 5% of the total insured values. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with an extended period of indemnity, which shall continue for the lesser of (i) the period of time until income returns to the same level as it was prior to loss and (ii) 365 days from the date that the Colorado Mills Mortgaged Property is repaired or replaced and operations are resumed.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
32
No. 7 - One Towne Square | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | ||||
Original Principal Balance: | Specific Property Type: | Suburban | |||||
Cut-off Date Principal Balance: | Location: | Southfield, MI | |||||
% of Initial Pool Balance: | [ ]% | Size: | 426,970 SF | ||||
Loan Purpose: | Cut-off Date Principal Balance Per SF: | ||||||
Borrower Name: | Allied Phase One Venture LLC | Year Built/Renovated: | 1992/NAP | ||||
Sponsor: | REDICO Properties LLC | Title Vesting: | |||||
Mortgage Rate: | 5.209% | Property Manager: | Self-Managed | ||||
Note Date: | 3rd Most Recent Occupancy (As of): | ||||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | |||||
Maturity Date: | December 6, 2024 | Most Recent Occupancy (As of): | |||||
IO Period: | 0 months | Current Occupancy (As of)(3): | |||||
Loan Term (Original): | |||||||
Seasoning: | 0 months | Underwriting and Financial Information: | |||||
Amortization Term (Original): | |||||||
Loan Amortization Type: | 3rd Most Recent NOI (As of): | ||||||
Interest Accrual Method: | 2nd Most Recent NOI (As of): | ||||||
Call Protection: | Most Recent NOI (As of)(4): | ||||||
Lockbox Type: | |||||||
Additional Debt(1): | Yes | U/W Revenues: | |||||
Additional Debt Type(1): | Mezzanine | U/W Expenses: | |||||
U/W NOI(4): | |||||||
Escrows and Reserves(2): | U/W NCF(4): | ||||||
U/W NOI DSCR(1): | |||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF DSCR(1): | |||
Taxes | $408,588 | $81,718 | NAP | U/W NOI Debt Yield(1): | |||
Insurance | $21,774 | $5,444 | NAP | U/W NCF Debt Yield(1): | |||
Replacement Reserves | $0 | $8,895 | NAP | As-Is Appraised Value: | |||
TI/LC Reserve | $1,601,020 | $35,581 | $1,700,000 | As-Is Appraisal Valuation Date: | September 9, 2014 | ||
Rent Abatement Reserve | $358,964 | $0 | NAP | Cut-off Date LTV Ratio(1): | 75.0% | ||
Deferred Maintenance | $93,750 | $0 | NAP | LTV Ratio at Maturity or ARD(1): | 62.1% | ||
(1) | See “Subordinate and Mezzanine Indebtedness” section. The equity interest in the One Towne Square Mortgage Loan borrower has been pledged to secure mezzanine indebtedness with an original principal balance of $2,500,000. All LTV, DSCR, debt yield and Cut-off Date Principal Balance Per SF numbers shown in the chart above are based solely on the One Towne Square Mortgage Loan. As of the Cut-off Date, the combined LTV Ratio is 80.2%, the combined underwritten NCF DSCR is 1.40x, and the combined underwritten NCF Debt Yield is 9.7%. |
(2) | See “Escrows” section. |
(3) | See “Historical Occupancy” section. |
(4) | See “Cash Flow Analysis” section. |
The Mortgage Loan. The mortgage loan (the “One Towne Square Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an office building comprised of a class A office tower in Southfield, Michigan (the “One Towne Square Property”). The One Towne Square Mortgage Loan was originated on November 20, 2014 by Ladder Capital Finance LLC. The One Towne Square Mortgage Loan had an original principal balance of $36,000,000, has an outstanding principal balance as of the Cut-off Date of $36,000,000 and accrues interest at an interest rate of 5.209% per annum. The One Towne Square Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires principal and interest payments based on a 30-year amortization schedule. The One Towne Square Mortgage Loan matures on December 6, 2024.
Following the lockout period, the borrowers have the right to defease the One Towne Square Mortgage Loan in whole, but not in part, on any due date before September 6, 2024. In addition, the One Towne Square Mortgage Loan is prepayable without penalty on or after September 6, 2024.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
33
ONE TOWNE SQUARE |
Sources and Uses
Sources | Uses | ||||||||
Original loan amount | $36,000,000 | Loan payoff | |||||||
Mezzanine loan | $2,500,000 | 25.0 | 2,484,096 | 6.5 | |||||
960,919 | 2.5 | ||||||||
754,985 | 2.0 | ||||||||
Total Sources | $38,500,000 | 100.0% | Total Uses | $38,500,000 | 100.0% |
The Property. The One Towne Square Property is comprised of a 426,970 square foot, 18-story class A office tower located on a 10.0 acre site in Southfield, Michigan. Built in 1992, amenities at the One Towne Square Property include an Energy Star rating achieved in 2007, a full service restaurant, cyber lounge, car wash, conference center, cafeteria, bank and fitness center. The One Towne Square Property is situated on the west side of Evergreen Road approximately one quarter of a mile south off the I-696 interchange. In addition, the One Towne Square Property features 2,445 parking spaces on-site, resulting in a parking ratio of 0.2 spaces per 1,000 net rentable square feet, an advantage over competitive properties that require long walks from parking lots. As of October 1, 2014, the One Towne Square Property was 89.8% leased to 36 tenants.
The following table presents certain information relating to the tenancy at the One Towne Square Property:
Major Tenants
Tenant Name | Credit Rating(Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF(2) | Annual U/W Base Rent(2) | % of Total Annual U/W Base Rent | Lease Expiration Date |
Major Tenants | |||||||
Baker Tilly | NR/NR/NR | 50,086 | 11.7% | $20.50 | $1,026,763 | 21.5% | |
Verizon | A-/Baa1/BBB+ | 48,210 | 11.3% | $11.00 | $530,310 | 11.1% | |
Signature Associates | NR/NR/NR | 32,549 | 7.6% | $9.85 | $320,608 | 6.7% | |
Marsh USA | BBB+/Ba3/A- | 27,033 | 6.3% | $11.50 | $310,880 | 6.5% | |
Sommer Schwartz, P.C. | NR/NR/NR | 24,500 | 5.7% | $12.00 | $294,000 | 6.1% | 12/31/2018 |
Total Major Tenants | 182,378 | 42.7% | $13.61 | $2,482,561 | 51.9% | ||
Non-Major Tenants | 200,979 | 47.1% | $11.46 | $2,302,705 | 48.1% | ||
Occupied Collateral Total | 100.0% | ||||||
Vacant Space | |||||||
Collateral Total | 100.0% | ||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Annual U/W Base Rent PSF and Annual U/W Base Rent include contractual rent steps through November 2015. |
(3) | Verizon Wireless (“Verizon”) has the right to terminate up to 9,000 square feet upon nine months’ notice beginning in March 2018. Under the terms of the lease, Verizon must pay any costs incurred to demise the space, as well as a termination fee equivalent to unamortized TI/LC and abated rent. In the event that Verizon exercises its termination right for the full 9,000 square feet, it would pay a termination fee of $275,000 ($30.55 per square foot). |
(4) | Marsh USA (“Marsh”) has the right to terminate its lease on February 28, 2022 with 12 months’ notice. In conjunction with the termination, Marsh must pay a termination fee equivalent to tenant’s pro rata share of all unamortized costs incurred by landlord in connection with the lease, with interest at 8.0% per annum, estimated at approximately $680,000. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
34
ONE TOWNE SQUARE |
The following table presents certain information relating to the lease rollover schedule at the One Towne Square Property:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative Expiring NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) |
MTM | 5 | 3,898 | 0.9% | 3,898 | 0.9% | $29,548 | $7.58 |
0 | 0 | 0.0% | 3,898 | 0.9% | $0 | $0.00 | |
2 | 5,929 | 1.4% | 9,827 | 2.3% | $89,780 | $15.14 | |
6 | 78,854 | 18.5% | 88,681 | 20.8% | $1,415,746 | $17.95 | |
9 | 54,590 | 12.8% | 143,271 | 33.6% | $709,824 | $13.00 | |
8 | 91,378 | 21.4% | 234,649 | 55.0% | $1,000,639 | $10.95 | |
6 | 45,189 | 10.6% | 279,838 | 65.5% | $455,610 | $10.08 | |
1 | 3,881 | 0.9% | 283,719 | 66.4% | $43,428 | $11.19 | |
0 | 0 | 0.0% | 283,719 | 66.4% | $0 | $0.00 | |
2 | 48,210 | 11.3% | 331,929 | 77.7% | $530,310 | $11.00 | |
1 | 24395 | 5.7% | 356,324 | 83.5% | $199,500 | $8.18 | |
2 | 27,033 | 6.3% | 383,357 | 89.8% | $310,880 | $11.50 | |
Thereafter | 0 | 0 | 0.0% | 383,357 | 89.8% | $0 | $0.00 |
Vacant | 0 | 43,613 | 10.2% | 426,970 | 100.0% | $0 | $0.00 |
Total/Weighted Average | 42 | 426,970 | 100.0% | $4,785,266 | $12.48 |
(1) | Information obtained from the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
The following table presents historical occupancy percentages at the One Towne Square Property:
Historical Occupancy
10/1/2014(2) | |||||||
(1) | Information obtained from the borrowers. |
(2) | The increase in occupancy from 12/31/2013 to 11/1/2014 is due to the signing of five new leases totaling 65,454 square feet. |
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the One Towne Square Property:
Cash Flow Analysis
TTM 9/30/2014 | U/W(1) | U/W $ per SF | |||
Base Rent | $3,863,027 | $4,158,151 | $4,042,809 | $4,745,141 | $11.11 |
Rent Steps | 0 | 0 | 0 | 40,125 | 0.09 |
Grossed Up Vacant Space | 0 | 0 | 0 | 523,356 | 1.23 |
Total Reimbursables | 2,702,610 | 2,755,587 | 2,473,002 | 3,624,762 | 8.49 |
Other Income | 200,434 | 223,597 | 246,098 | 276,063 | 0.65 |
Less Vacancy & Credit Loss | 0 | 0 | 0 | ($1,161,340) | (2.72) |
Effective Gross Income | $6,766,071 | $7,137,335 | $6,761,909 | $8,048,106 | $18.85 |
Total Operating Expenses | $3,718,793 | $3,566,802 | $3,714,016 | $3,759,929 | $8.81 |
Net Operating Income | $3,047,278 | $3,570,533 | $3,047,893 | $4,288,177 | $10.04 |
TI/LC | 0 | 0 | 0 | 433,347 | $1.01 |
Capital Expenditures | 0 | 0 | 0 | 106,743 | $0.25 |
Net Cash Flow | $3,047,278 | $3,570,533 | $3,047,893 | $3,748,088 | $8.78 |
NOI DSCR | 1.28x | 1.50x | 1.28x | 1.81x | |
NCF DSCR | 1.28x | 1.50x | 1.28x | 1.58x | |
NOI DY | 8.5% | 9.9% | 8.5% | 11.9% | |
NCF DY | 8.5% | 9.9% | 8.5% | 10.4% | |
(1) The increase in Net Operating Income from TTM 9/30/2014 to U/W is due to an approximately $700,000 increase in base rent resulting from the expiration of free rent for Marsh USA, Verizon, CAN and Alderney Advisors. In addition to the increase in base rent as a result of the free rent expiration, expense reimbursements increased for those tenants in the amount of $1,047,000. | |||||
(2) The underwritten economic vacancy is 13.0%. The One Towne Square Property was 89.8% physically occupied as of October 1, 2014. |
Appraisal. As of the appraisal valuation date of September 9, 2014, the One Towne Square Property had an “as-is” appraised value of $48,000,000.
Environmental Matters. According to a Phase I environmental assessment dated September 17, 2014, there was no evidence of any recognized environmental conditions at the One Towne Square Property.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
35
ONE TOWNE SQUARE |
Market Overview and Competition. The One Towne Square Property is located in Southfield, Oakland County, Michigan. Southfield is ranked 11th in per capita income among counties in the United States with populations over one million. According to the appraisal, the One Towne Square Property is located in the greater Detroit Metro Area office market which consists of 74,422,000 square feet, as of the third quarter 2013. During this period, the overall market vacancy was 25.6% with positive absorption reported for 2011, 2012 and three quarters of 2013 coupled with increasing effective rental rates reported for the same time period. Rental rates are exhibiting signs of moderate growth during 2013 and through Q2 2014.
According to the appraisal, total employment in Oakland County is currently estimated at 678,377. Oakland County has a greater concentration of households in the higher income levels than the rest of the state of Michigan. Specifically, 42% of Oakland County households are at the $75,000 or greater levels in household income as compared to 28% of Michigan households. A lesser concentration of households is apparent in the lower income levels, as 28% of Oakland County households are below the $35,000 level in household income versus 41% of Michigan households. Additionally, over the past decade, the Oakland County unemployment rate has been consistently lower than that of Michigan, with an average unemployment rate of 6.9% in comparison to an 8.1% rate for Michigan. As of January 2014, the Oakland County unemployment rate is 8.1% in comparison to an 8.8% rate for Michigan. In addition, Oakland County has outperformed Michigan in the rate of job growth over the past two years adding a total of 70,502 jobs since 2009, an increase of 11.5%.
The One Towne Square Property is located in the North Southfield Class A submarket which reported an inventory of 4,243,000 square feet as of second quarter 2014. As of second quarter 2014, overall market vacancy was 27.5% with positive absorption reported for 2013 coupled with increasing effective rental rates reported for the same time period. The Class A asking rental rate is $22.89 per square foot, up from the low point of $21.63 per square foot in 2010.
The following table presents certain information relating to comparable office properties for the One Towne Square Property:
Competitive Set(1)
One Towne Square (Subject) | Two Towne Square | Maccabees Building | Oakland Commons | Travelers Tower I | Southfield Town Center | |
Location | Southfield, MI | Southfield, MI | Southfield, MI | Southfield, MI | Southfield, MI | Southfield, MI |
Distance from Subject | -- | 0.1 miles | 0.6 miles | 0.7 miles | 0.8 miles | 1.0 miles |
Property Type | Office | Office | Office | Office | Office | Office |
Year Built/Renovated | 1992/NAP | 2001/NAV | 1985/NAV | 1999/ NAV | 1973/NAV | 1975-1989/NAV |
Number of Stories | 18 | NAV | NAV | NAV | NAV | NAV |
Total NRA | 426,970 SF | 182,057 SF | 362,439 SF | 312,318 SF | 456,607 SF | 2,161,951 SF |
Total Occupancy | 90% | 92% | 81% | 71% | 59% | 70% |
(1) | Information obtained from the appraisal. |
The Borrower. The borrower is Allied Phase One Venture, LLC a single purpose entity with one independent director. Legal counsel delivered a non-consolidation opinion in connection with the origination of the One Towne Square Mortgage Loan. REDICO Properties LLC, a Michigan limited liability company is the guarantor of certain nonrecourse carveouts under the One Towne Square Mortgage Loan.
The Sponsor. The sponsor is REDICO Properties LLC (“REDICO”). REDICO is a national real estate development, investment, construction and property management company that was founded over 40 years ago by Robert Sosnick. REDICO currently has invested in 24 mixed-use and office properties in Michigan, including three properties in Southfield, Michigan in addition to the One Towne Square Property. REDICO currently has a portfolio of over $2 billion in value, encompassing over 16 million square feet of space nationally.
REDICO is the original developer of the One Towne Square Property and has owned it since 1992. REDICO maintains its headquarters at the One Towne Square Property, and occupies 18,675 square feet under a lease that expires in March 2017. REDICO also has offices in Florida, California, and Hawaii as well as affiliate offices in Florida and the Republic of Panama.
Escrows. The loan documents provide for upfront reserves in the amount of $408,588 for real estate taxes, $21,774 for insurance, $1,601,020 in a separate outstanding TI/LC reserve (of which $846,774.84 was disbursed on the loan closing date), $754,245 for tenant improvements and leasing commissions, $358,964 for certain rent abatements and $93,750 for deferred maintenance. The loan documents also provide for ongoing monthly reserves in the amount of $81,718 for taxes, $5,444 for insurance, $8,895 for replacement reserves, and $35,581 for tenant improvements and leasing commissions (subject to the cap of $1,700,000).
Lockbox and Cash Management. The One Towne Square Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs tenants to pay their rents directly to such lockbox account. The loan documents also require that all cash revenues and all other monies received by the borrowers or the property manager relating to the One Towne Square Property be deposited into the lockbox account within three (3) business days of receipt. All amounts on deposit in the lockbox account are swept on a daily basis into a lender-controlled cash management account to be applied in required payments due under the One Towne Square Mortgage Loan, operating expenses and debt service under the One Towne Square Mezzanine Loan. Prior to the occurred of a Sweep Event Period (as defined below), excess cash funds on deposit in the cash management account is allocated as follows: 50.0% to borrower, 25.0% to the tenant improvement and leasing commission reserve and the remaining 25.0% to be paid to the One Towne Square Mezzanine Lender to be applied towards the One Towne Square Mezzanine Loan balance. Upon the occurrence of a Sweep Event Period, all excess funds on deposit in the cash management account will be
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
36
ONE TOWNE SQUARE |
swept into a lender controlled excess cash flow account and held as additional collateral for the One Towne Square Mortgage Loan. If there is a default under the One Towne Square Mezzanine Loan, and no Sweep Event Period is in effect, the first 25.0% of the excess cash flow shall be deposited into the tenant improvement and leasing commissions reserve, with the remaining 75.0% of the excess cash flow, paid to the One Towne Square Mezzanine Lender, as a distribution permitted under applicable law. Provided no Sweep Event Period then exists, if the lender has received written notice from the One Towne Square Mezzanine Lender that the One Towne Square Mezzanine Loan has been paid in full, the first 25.0% of the excess cash flow shall be deposited into the tenant improvement and leasing commissions reserve, with the remaining 75.0% of excess cash flow distributed to the borrower.
A “Sweep Event Period” will commence (i) if an event of default has occurred or is continuing, (ii) if the debt service coverage ratio is less than 1.15x for two consecutive calendar quarters, (iii) upon the occurrence of an event of default beyond applicable notice and cure periods under the Management Agreement, or (iv) upon the occurrence of a Baker Tilly Sweep Event (as defined below). A Sweep Event Period will end, in the case of a trigger under clause (i) above, the cure of such event of default, in the case of a trigger under clause (ii) above, the debt service coverage ratio being at least 1.25x for two consecutive calendar quarters, in the case of a trigger under clause (iii) above, the cure of such default and in the case of a trigger under clause (iv) above, such Baker Tilly Sweep Event having been cured.
A “Baker Tilly Sweep Event” is triggered nine months prior to the Baker Tilly tenant’s current lease expiration date of May 31, 2016. A Baker Tilly Sweep Event is cured upon the earlier of (i) the re-letting of at least 75.0% of the Baker Tilly premises or a renewal and extension of the Baker Tilly lease for at least 75.0% of the Baker Tilly premises or (ii) when the amount of the tenant improvement and leasing commissions funds are equal to greater than $15.00 per square foot of the then current vacant space (including Baker Tilly) at the One Towne Square Property.
Property Management. The One Towne Square Property is managed by REDICO Management, Inc., an affiliate of the borrower.
Assumption. The borrowers have the right to transfer the One Towne Square Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee’s experience, financial strength and general business standing; (ii) execution of a non-recourse carveout guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates.
Partial Release. Not permitted.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. Ladder Capital Finance LLC (the “One Towne Square Mezzanine Lender”) has made a $2,500,000 mezzanine loan (the “One Towne Square Mezzanine Loan”) to One Towne Member LLC a Delaware limited liability company that indirectly owns 100% of the borrower under the One Towne Square Mortgage Loan. The One Towne Square Mezzanine Loan accrues interest at an interest rate of 12.000% per annum and requires principal and interest payments based on a 30-year amortization schedule. The One Towne Square Mezzanine Loan matures on December 6, 2024. The rights of the One Towne Square Mezzanine Lender are further described under in the offering documents.
Ground Lease. None.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrowers provide coverage for terrorism in an amount equal to the full replacement cost of the One Towne Square Property. The loan documents also require business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a 12-month extended period of indemnity.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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No. 8 – Hilton Garden Inn Cupertino | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Liberty Island Group I LLC | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Hospitality | ||||
Original Principal Balance: | $32,000,000 | Specific Property Type: | Limited Service | ||||
Cut-off Date Principal Balance: | $32,000,000 | Location: | Cupertino, CA | ||||
% of Initial Pool Balance: | [ ]% | Size: | 164 Rooms | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Room: | $195,122 | ||||
Borrower Names(1): | Various | Year Built/Renovated: | 1997/2013 | ||||
Sponsors: | Kelly Heil; Robert Loginetti; Peter Danna | Title Vesting: | Fee | ||||
Mortgage Rate: | 3.990% | Property Manager: | Intermountain Management | ||||
Note Date: | November 5, 2014 | 3rd Most Recent Occupancy (As of): | 81.9% (12/31/2011) | ||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 84.6% (12/31/2012) | ||||
Maturity Date: | December 1, 2024 | Most Recent Occupancy (As of): | 84.5% (12/31/2013) | ||||
IO Period: | 120 months | Current Occupancy (As of): | 85.1% (9/30/2014) | ||||
Loan Term (Original): | 120 months | ||||||
Seasoning: | 0 months | Underwriting and Financial Information: | |||||
Amortization Term (Original): | NAP | ||||||
Loan Amortization Type: | Interest-only, Balloon | 3rd Most Recent NOI (As of): | $3,372,489 (12/31/2012) | ||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $3,850,399 (12/31/2013) | ||||
Call Protection: | L(25),GRTR 1% OR YM(91),O(4) | Most Recent NOI (As of): | $4,385,380 (TTM 9/30/2014) | ||||
Lockbox Type: | Hard/Springing Cash Management | ||||||
Additional Debt: | No | ||||||
Additional Debt Type: | NAP | ||||||
U/W Revenues: | $9,359,034 | ||||||
U/W Expenses: | $5,096,593 | ||||||
U/W NOI: | $4,262,441 | ||||||
U/W NCF: | $3,888,080 | ||||||
Escrows and Reserves(2): | U/W NOI DSCR: | 3.29x | |||||
U/W NCF DSCR: | 3.00x | ||||||
U/W NOI Debt Yield: | 13.3% | ||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield: | 12.2% | ||
Taxes | $187,844 | $46,691 | NAP | As-Is Appraised Value: | $60,100,000 | ||
Insurance | $65,281 | $10,880 | NAP | As-Is Appraisal Valuation Date: | October 9, 2014 | ||
FF&E Reserve | $31,200 | $31,200 | NAP | Cut-off Date LTV Ratio: | 53.2% | ||
PIP Reserve | $3,772,000 | $0 | NAP | LTV Ratio at Maturity or ARD: | 53.2% | ||
(1) | See “The Borrowers” section. |
(2) | See “Escrows” section. |
The Mortgage Loan. The mortgage loan (the “Hilton Garden Inn Cupertino Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering the fee interest in a limited-service hotel located in Cupertino, California (the “Hilton Garden Inn Cupertino Property”). The Hilton Garden Inn Cupertino Mortgage Loan was originated on November 5, 2014 by Prudential Mortgage Capital Company. The Hilton Garden Inn Cupertino Mortgage Loan had an original principal balance of $32,000,000, has an outstanding principal balance as of the Cut-off Date of $32,000,000 and accrues interest at an interest rate of 3.990% per annum. The Hilton Garden Inn Cupertino Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments through the term of the Hilton Garden Inn Cupertino Mortgage Loan. The Hilton Garden Inn Cupertino Mortgage Loan matures on December 1, 2024.
Following the lockout period, the borrowers have the right to prepay the Hilton Garden Inn Cupertino Mortgage Loan in whole, but not in part, on any date before September 1, 2024 provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the then outstanding principal balance. In addition, the Hilton Garden Inn Cupertino Mortgage Loan is prepayable without penalty on or after September 1, 2024.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
38
HILTON GARDEN INN CUPERTINO |
Sources and Uses
Sources | Uses | ||||||||
Original loan amount | $32,000,000 | 100.0% | Loan payoff | $25,846,288 | 80.8% | ||||
Reserves | 4,056,325 | 12.7 | |||||||
Closing costs | 482,601 | 1.5 | |||||||
Return of equity | 1,614,786 | 5.0 | |||||||
Total Sources | $32,000,000 | 100.0% | Total Uses | $32,000,000 | 100.0% |
The Property. The Hilton Garden Inn Cupertino Property is a 164-room, five-story, limited-service hotel located in Cupertino, California in Silicon Valley. The Hilton Garden Inn Cupertino Property comprises 125 king-rooms, 25 queen-rooms, eight double-rooms, and six suites. The Hilton Garden Inn Cupertino Property contains 165 parking spaces, resulting in a parking ratio of 1.0 space per room. The Hilton Garden Inn Cupertino Property amenities include a fitness center, three banquet and meeting spaces, a restaurant, a convenience market, a business center, a swimming pool and a spa. The restaurant only serves breakfast. The seating capacity is 38 patrons with an eight-seat lobby bar. The meeting rooms total 1,650 square feet which can be demised into three smaller rooms each totaling 550 square feet. The Hilton Garden Inn Cupertino Property also offers complimentary shuttle to the San Jose International Airport and free internet access in the lobby.
The Hilton Garden Inn Cupertino Property is located along Highway 280, roughly 9.0 miles west of the San Jose International Airport 2.0 miles east of the current Apple headquarters. Additionally, the Hilton Garden Inn Cupertino Property sits adjacent to the new Apple headquarters, which is slated for completion in 2016. The new Apple headquarters will have its own dedicated auditorium for corporate events, product reveals and other events. Previously, these events were held at the Moscone Center in San Francisco.
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 Hilton Garden Inn Cupertino Property:
Cash Flow Analysis
2011 | 2012 | 2013 | TTM 9/30/2014 | U/W | U/W $ per Room | ||||||||
Occupancy | 81.9% | 84.6% | 84.5% | 85.1% | 85.1% | ||||||||
ADR | $134.10 | $141.97 | $154.76 | $169.74 | $169.74 | ||||||||
RevPAR | $109.77 | $120.09 | $130.76 | $144.46 | $144.46 | ||||||||
Total Revenue | $7,303,429 | $7,958,487 | $8,556,583 | $9,358,903 | $9,359,034 | $57,067 | |||||||
Total Department Expenses | 1,832,263 | 2,067,661 | 2,054,216 | 2,157,013 | 2,157,013 | $13,153 | |||||||
Gross Operating Profit | $5,471,166 | $5,890,826 | $6,502,367 | $7,201,890 | $7,202,022 | $43,915 | |||||||
Total Undistributed Expenses | 2,086,198 | 2,118,718 | 2,254,129 | 2,422,026 | 2,422,052 | $14,769 | |||||||
Profit Before Fixed Charges | $3,384,968 | $3,772,109 | $4,248,237 | $4,779,865 | $4,779,970 | $29,146 | |||||||
Total Fixed Charges | 370,779 | 399,620 | 397,838 | 394,484 | 517,529 | $3,156 | |||||||
Net Operating Income | $3,014,189 | $3,372,489 | $3,850,399 | $4,385,380 | $4,262,441 | $25,990 | |||||||
FF&E | 0 | 0 | 0 | 0 | 374,361 | $2,283 | |||||||
Net Cash Flow | $3,014,189 | $3,372,489 | $3,850,399 | $4,385,380 | $3,888,080 | $23,708 | |||||||
NOI DSCR | 2.33x | 2.61x | 2.97x | 3.39x | 3.29x | ||||||||
NCF DSCR | 2.33x | 2.61x | 2.97x | 3.39x | 3.00x | ||||||||
NOI DY | 9.4% | 10.5% | 12.0% | 13.7% | 13.3% | ||||||||
NCF DY | 9.4% | 10.5% | 12.0% | 13.7% | 12.2% | ||||||||
Appraisal. As of the appraisal valuation date of October 9, 2014, the Hilton Garden Inn Cupertino Property had an “as-is” appraised value of $60,100,000.
Environmental Matters. According to the Phase I environmental site assessment dated October 23, 2014, there was no evidence of any recognized environmental conditions at the Hilton Garden Inn Cupertino Property.
Market Overview and Competition. The Hilton Garden Inn Cupertino Property is located in Cupertino, California along Highway 280 in the San Jose/Sunnyvale/Santa Clara MSA, commonly referred to as Silicon Valley. The Hilton Garden Inn Cupertino Property is roughly an hour south of downtown San Francisco, approximately 9.0 miles from the San Jose International Airport and 2.0 miles from the current Apple headquarters. In addition, the Hilton Garden Inn Cupertino Property is located adjacent to the new Apple headquarters, which is scheduled for a 2016 completion.
Demand drivers for the Hilton Garden Inn Cupertino Property are estimated at 78.0% for commercial, 11.0% for meeting and group and 11.0% for leisure. Commercial demand is primarily generated by corporations located in Cupertino including Apple, Trend Micro, Cloud.com, Lab 126, Packeteer, Chordiant and Seagate Technology. There are over 60 high-tech companies that have offices in Cupertino including IBM, Olivetti and Oracle. The new Apple headquarters will be located adjacent to the Hilton Garden Inn Cupertino Property and is expected to provide significant demand in the future. The Hilton Garden Inn Cupertino Property also
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
39
HILTON GARDEN INN CUPERTINO |
benefits from its proximity to convention centers in San Jose and Santa Clara. The Santa Clara Convention Center is located approximately 7.2 miles north of the Hilton Garden Inn Cupertino Property. It has 302,000 square feet of space, consisting of flexible meeting rooms, exhibit halls, terraces, 31 breakout rooms and a 607-seat theater. The San Jose McEnery Convention Center is located 8.4 miles east of the Hilton Garden Inn Cupertino Property. It provides more than 425,000 square feet of space for conventions and events. Leisure demand is generated by tourist attractions in Cupertino as well as other attractions and major events held in nearby San Jose, Santa Clara and Palo Alto, including concerts at SAP Center (formerly HP Pavilion), Six Flags, Levi’s Stadium (home of the National Football League’s San Francisco 49ers), athletic events at Stanford University, Great America Theme Park and the Winchester Mystery House. According to the appraisal, the primary competitive set, including the subject, has a total of 1,139 rooms. The September 2014 trailing twelve month occupancy and ADR achieved by these properties was roughly 80% and $158.60, respectively.
The following table presents certain information relating to the Hilton Garden Inn Cupertino Property’s competitive set:
Subject and Market Historical Occupancy, ADR and RevPAR(1)
Competitive Set | Hilton Garden Inn Cupertino | Penetration Factor | ||||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | |||||||||
9/30/2014 TTM | 80.0% | $158.60 | $126.68 | 85.1% | $169.74 | $144.46 | 106.4% | 107.0% | 114.0% |
(1) | Information obtained from the Appraisal report dated October 28 2014. The competitive set includes the following hotels: Courtyard by Marriott, Cypress Hotel, Wild Palms Hotel and Hilton Garden Inn – Mountain View, Moorpark Hotel – San Jose and Doubletree Hotel – Campbell. |
The Borrowers. The borrowers are BSL Family LLC, PMD LLC, Quito Hospitality Associate, LLC, each a Delaware limited liability company and Cupertino Hospitality Associates, LLC, a California limited liability company. Cupertino Hospitality Associates, LLC leases the property from the other three borrowers pursuant to an operating lease. Legal counsel to the borrowers delivered a non-syndicated tenant-in-common agreement in connection with the origination of the Hilton Garden Inn Cupertino Mortgage Loan.
The Sponsor. The sponsors are Kelly Heil, Robert Longinetti and Pete Danna. Bob Longinetti is the president of Terracommercial, Inc. Its parent company, Terracommercial Investments, was founded by Mr. Longinetti approximately 30 years ago. Peter Danna and Kelly Heil are vice-presidents. The company leases and manages commercial real estate with its focus primarily in the San Francisco Bay area. The company’s portfolio ranges from development, leasing, and management of single tenant buildings to shopping centers in excess of 100,000 square feet. Past deals include Old Almaden Shopping Center, a 53,189 square feet retail center in San Jose anchored by McDonald’s, Trader Joe’s, Coldwell Banker Real Estate, First American Title, etc. Other notable hotel transactions include Marriott Towne Place Suites in Lexington (KY), Billings (MT), and Sunnyvale (CA).
Escrows. The loan documents provide for upfront escrows in the amount of $187,844 for real estate taxes, $65,281 for insurance, $31,200 for FF&E reserves and $3,772,000 for PIP Reserves. The loan documents provide for monthly escrows in the amount of $46,961 for real estate taxes, $10,880 for insurance and $31,200 for FF&E reserves. The borrower will have an initial monthly FF&E reserve of $31,200. At the end of each calendar year the servicer will take 4.0% of the actual revenue for that calendar year and reconcile such amount with the borrower’s total monthly payments. If it is determined the borrower’s required monthly payments were insufficient then the borrower will be required to make a payment in the amount equal the difference as determined by the servicer. If it is determined the borrower has paid in excess of the required FF&E reserve then all excess funds will be credited towards FF&E reserve payments for the following year.
The borrowers plan to reinvest approximately $3.3 million in renovations for interior furnishing upgrades, construction and HVAC upgrades post-closing in connection with an early renewal of the franchise agreement. The lender reserved approximately 115% of this amount, or $3,772,000 at loan closing into a PIP Reserve.
Lockbox and Cash Management. The Hilton Garden Inn Cupertino Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower or property manager cause all hotel revenue payable with respect to the Hilton Garden Inn Cupertino Mortgage Loan to be deposited into a lockbox account. All amounts on deposit in the lockbox account are swept on a daily basis into a lender-controlled cash management account. Prior to the occurrence of a Cash Management Period (as defined below), all excess funds after application in accordance with the loan documents are distributed to the borrower daily. During a Cash Management Period, all excess cash flow is retained in the lender-controlled cash management account.
A “Cash Management Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default, (ii) the amortizing debt service coverage ratio being less than 1.20x at the end of any calendar month based on the trailing 12-month operating period or (iii) a PIP Trigger Event (as defined below). A Cash Management Period will end, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the amortizing debt service coverage ratio being equal to or greater than 1.25x for two consecutive calendar quarters; and with regard to clause (iii) a PIP Trigger Cure (as defined below) or (iv) a mortgage satisfaction event.
The borrowers have deposited funds to establish a reserve held by the lender in the amount of $3,772,000 (the “PIP Reserve”). In the event that the amount held in the PIP Reserve (after giving effect to any required disbursements from the PIP Reserve) on the date which is 12 months prior to the expiration of the Franchise Agreement is insufficient to complete the PIP improvements (such event being a “PIP Trigger Event”), the borrowers shall pay the lender, concurrently with and in addition to all other amounts due on each payment date thereafter, a deposit to the PIP Reserve in an amount equal to all excess cash flow generated by the Hilton
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
40
HILTON GARDEN INN CUPERTINO |
Garden Inn Cupertino Property until such time that the PIP Reserve is sufficiently funded to complete such PIP improvements (such occurrence being a “PIP Trigger Cure”).
Property Management. The Hilton Garden Inn Cupertino Property is managed by Intermountain Management.
Assumption. The borrower has the two-time right to transfer the Hilton Garden Inn Cupertino Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from DBRS, KBRA and Moody’s that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates.
Partial Release. Not permitted.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. Not permitted.
Ground Lease. None.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Hilton Garden Inn Cupertino Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event.
Earthquake Insurance: The loan documents do not require earthquake insurance. The seismic report indicated a probable maximum loss of 10.0%.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
41
No. 9 – New Town Shops on Main | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | ||||
Original Principal Balance: | $27,000,000 | Specific Property Type: | Anchored | ||||
Cut-off Date Principal Balance: | $27,000,000 | Location: | Williamsburg, VA | ||||
% of Initial Pool Balance: | [ ]% | Size: | 248,176 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per SF: | $108.79 | ||||
Borrower Name: | Williamsburg Developers, LLC | Year Built/Renovated: | 2007/NAP | ||||
Sponsors(1): | Various | Title Vesting: | Fee | ||||
Mortgage Rate: | 4.200% | Property Manager: | Self-managed | ||||
Note Date: | December 2, 2014 | 3rd Most Recent Occupancy (As of): | 86.4% (12/31/2011) | ||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 87.1% (12/31/2012) | ||||
Maturity Date: | December 11, 2021 | Most Recent Occupancy (As of): | 92.4% (12/31/2013) | ||||
IO Period: | None | Current Occupancy (As of): | 87.5% (10/20/2014) | ||||
Loan Term (Original): | 84 months | ||||||
Seasoning: | 0 months | Underwriting and Financial Information: | |||||
Amortization Term (Original)(2): | 360 months | ||||||
Loan Amortization Type: | Amortizing Balloon | 3rd Most Recent NOI (As of): | $3,218,895 (12/31/2012) | ||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of): | $3,386,131 (12/31/2013) | ||||
Call Protection: | L(24),D(56),O(4) | Most Recent NOI (As of): | $3,349,758 (TTM 10/31/2014) | ||||
Lockbox Type: | Hard/Upfront Cash Management | ||||||
Additional Debt(3): | Yes | U/W Revenues: | $4,148,848 | ||||
Additional Debt Type(3): | Mezzanine | U/W Expenses: | $1,236,049 | ||||
U/W NOI: | $2,912,799 | ||||||
U/W NCF: | $2,693,406 | ||||||
U/W NOI DSCR(3) : | 1.95x | ||||||
Escrows and Reserves(4): | U/W NCF DSCR(3): | 1.80x | |||||
U/W NOI Debt Yield(3): | 10.8% | ||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield(3): | 10.0% | ||
Taxes | $25,705 | $25,707 | NAP | As-Is Appraised Value: | $51,100,000 | ||
Insurance | $0 | Springing | NAP | As-Is Appraisal Valuation Date: | October 4, 2014 | ||
Replacement Reserves | $0 | $4,136 | $198,541 | Cut-off Date LTV Ratio(3): | 52.8% | ||
TI/LC | $0 | $30,000 | $720,000 | LTV Ratio at Maturity or ARD(3): | 47.1% | ||
(1) | See “Sponsors” section. |
(2) | See “Subordinate and Mezzanine Indebtedness” section. |
(3) | See “Subordinate and Mezzanine Indebtedness” section. The equity interest in the New Town Shops on Main Mortgage Loan borrower has been pledged to secure mezzanine indebtedness with a principal balance of $5,000,000. The LTV, DSCR, debt yield and Cut-off Date Principal Balance per square foot numbers shown in the chart above are based solely on the New Town Shops on Main Mortgage Loan. As of the Cut-off Date, the combined U/W NCF DSCR, the combined Cut-off Date LTV Ratio and the combined U/W NCF Debt Yield are 1.26, 62.6% and 8.4%, respectively. |
(4) | See “Escrows” section. |
The Mortgage Loan. The mortgage loan (the “New Town Shops on Main Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an anchored retail center located in Williamsburg, Virginia (the “New Town Shops on Main Property”). The New Town Shops on Main Mortgage Loan was originated on December 2, 2014 by Wells Fargo Bank, National Association. The New Town Shops on Main Mortgage Loan had an original principal balance of $27,000,000, has an outstanding principal balance as of the Cut-off Date of $27,000,000 and accrues interest at an interest rate of 4.200% per annum. The New Town Shops on Main Mortgage Loan had an initial term of 84 months, has a remaining term of 84 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The New Town Shops on Main Mortgage Loan matures on December 11, 2021.
Following the lockout period, the borrower has the right to defease the New Town Shops on Main Mortgage Loan in whole, but not in part, on any date before September 11, 2021. In addition, the New Town Shops on Main Mortgage Loan is prepayable without penalty on or after September 11, 2021.
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $27,000,000 | 78.6% | Loan payoff | $34,198,899 | 99.6% | |||
Mezzanine loan Sponsor’s new cash contribution | $5,000,000 | 14.6 | Reserves | 25,705 | 0 0.1 | |||
$2,329,738 | 6.8 | Closing costs | 105,134 | 0 0.3 | ||||
Total Sources | $34,329,738 | 100.0% | Total Uses | $34,329,738 | 100.0% |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
42
NEW TOWN SHOPS ON MAIN |
The Property. The New Town Shops on Main Property is an anchored retail center located in Williamsburg, Virginia that contains approximately 248,176 square feet of rentable area. Built in 2007, the New Town Shops on Main Property is comprised of 12 buildings situated on an 8.2-acre parcel. The New Town Shops on Main is part of a larger 365.0-acre mixed-use development that features a 64.0-acre business park with 500,000 square feet of office and research space, approximately 1,000 apartments, town homes, condominiums and single family homes, and walking and biking trails linking the entire community. The New Town Shops on Main Property is anchored by Regal Cinema, Barnes & Noble and American Family Fitness and other major tenants include Jo-Ann Stores, Panera and Buffalo Wild Wings. The New Town Shops on Main Property contains 884 surface parking spaces, resulting in a parking ratio of 3.6 spaces per 1,000 square feet of rentable area. As of October 20, 2014, the New Town Shops on Main Property was 87.5% occupied by 42 tenants.
The following table presents certain information relating to the tenancy at the New Town Shops on Main Property:
Major Tenants
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Sales PSF(2) | Occupancy Cost(2) | Lease Expiration Date | |
Anchor Tenant | ||||||||||
Regal Cinema | B+/B2/B+ | 42,050 | 16.9% | $19.00 | $798,950 | 23.3% | $349,010(3) | 19.3% | 12/10/2025 | |
Barnes & Noble | NR/NR/NR | 25,158 | 10.1% | $12.00 | $301,896 | 8.8% | $171 | 7.0% | 1/31/2017 | |
American Family Fitness | NR/NR/NR | 26,357 | 10.6% | $10.35 | $272,795 | 8.0% | NAV | NAV | 10/31/2021 | |
Total Anchor Tenants | 93,565 | 37.7% | $14.68 | $1,373,641 | 40.1% | |||||
Major Tenants | ||||||||||
Jo-Ann Stores | NR/NR/NR | 15,334 | 6.2% | $10.50 | $161,007 | 4.7% | NAV | NAV | 1/31/2022(4) | |
Panera | NR/NR/NR | 4,600 | 1.9% | $29.50 | $135,700 | 4.0% | NAV | NAV | 12/31/2016 | |
Buffalo Wild Wings | NR/NR/NR | 5,521 | 2.2% | $23.03 | $127,144 | 3.7% | NAV | NAV | 10/31/2019 | |
Total Major Tenants | 25,455 | 10.3% | $16.65 | $423,851 | 12.4% | |||||
Non-Major Tenants | 98,145 | 39.5% | $16.58 | $1,627,180 | 47.5% | |||||
Occupied Collateral Total | 217,165 | 87.5% | $15.77 | $3,424,672 | 100.0% | |||||
Vacant Space | 31,011 | 12.5% | ||||||||
Collateral Total | 248,176 | 100.0% | ||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Sales PSF and Occupancy Cost are for the trailing 12-month period ending December 31, 2013. |
(3) | Regal Cinema operates 12 screens and the reported sales are presented on a per screen basis. |
(4) | Jo-Ann Stores may terminate its lease if gross sales for the 24-month period from February 1, 2014 to January 31, 2016 do not exceed $125.00 per square foot. However, if the tenant achieves sales of $150.00 per square foot for any 12-month period prior to January 31, 2016, the termination option is null and void. If the lease is terminated, the tenant must reimburse landlord for 80.0% of the unamortized cost of landlord’s work and 100.0% of the unamortized broker commission paid by landlord. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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NEW TOWN SHOPS ON MAIN |
The following table presents certain information relating to the lease rollover schedule at the New Town Shops on Main Property:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative Expiring NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) | |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2015 | 6 | 15,986 | 6.4% | 15,986 | 6.4% | $239,599 | $14.99 | |
2016 | 11 | 35,333 | 14.2% | 51,319 | 20.7% | $623,936 | $17.66 | |
2017 | 8 | 46,300 | 18.7% | 97,619 | 39.3% | $697,382 | $15.06 | |
2018 | 6 | 15,775 | 6.4% | 113,394 | 45.7% | $203,017 | $12.87 | |
2019 | 3 | 9,891 | 4.0% | 123,285 | 49.7% | $207,209 | $20.95 | |
2020 | 1 | 3,127 | 1.3% | 126,412 | 50.9% | $62,540 | $20.00 | |
2021 | 2 | 27,333 | 11.0% | 153,745 | 61.9% | $294,267 | $10.77 | |
Thereafter | 5 | 63,420 | 25.6% | 217,165 | 87.5% | $1,096,722 | $17.29 | |
Vacant | 0 | 31,011 | 12.5% | 248,176 | 100.0% | $0 | $0.00 | |
Total/Weighted Average | 42 | 248,176 | 100.0% | $3,424,672 | $15.77 |
(1) | Information obtained from the underwritten rent roll. |
(2) | Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
The following table presents historical occupancy percentages at the New Town Shops on Main Property:
Historical Occupancy
12/31/2011(1) | 12/31/2012(1) | 12/31/2013(1) | 10/20/2014(2) | |||
86.4% | 87.1% | 92.4% | 87.5% |
(1) | Information obtained from the borrower. | |
(2) | Information obtained from the underwritten rent roll. |
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the New Town Shops on Main Property:
Cash Flow Analysis
2012 | 2013 | TTM 10/31/2014 | U/W | U/W $ per SF | ||||||
Base Rent | $3,448,694 | $3,758,355 | $3,828,890 | $3,424,672 | $13.80 | |||||
Grossed Up Vacant Space | 0 | 0 | 0 | 688,938 | 2.78 | |||||
Percentage Rent | 146,147 | 122,200 | 106,094 | 0 | 0.00 | |||||
Total Reimbursables | 633,524 | 664,401 | 664,214 | 690,121 | 2.78 | |||||
Other Income | 102,207 | 19,029 | 22,081 | 22,081 | 0.09 | |||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (676,963)(1) | (2.73) | |||||
Effective Gross Income | $4,330,573 | $4,563,984 | $4,621,279 | $4,148,848 | $16.72 | |||||
Total Operating Expenses | $1,111,678 | $1,177,853 | $1,271,521 | $1,236,049 | $4.98 | |||||
Net Operating Income | $3,218,895 | $3,386,131 | $3,349,758 | $2,912,799 | $11.74 | |||||
TI/LC | 0 | 0 | 0 | 169,758 | 0.68 | |||||
Capital Expenditures | 0 | 0 | 0 | 49,635 | 0.20 | |||||
Net Cash Flow | $3,218,895 | $3,386,131 | $3,349,758 | $2,693,406 | $10.85 | |||||
NOI DSCR | 2.15x | 2.26x | 2.24x | 1.95x | ||||||
NCF DSCR | 2.15x | 2.26x | 2.24x | 1.80x | ||||||
NOI DY | 11.9% | 12.5% | 12.4% | 10.8% | ||||||
NCF DY | 11.9% | 12.5% | 12.4% | 10.0% |
(1) The underwritten economic vacancy is 16.5%. The New Town Shops on Main Property was 87.5% physically occupied as of October 20, 2014. |
Appraisal. As of the appraisal valuation date of October 4, 2014, the New Town Shops on Main Property had an “as-is” appraised value of $51,100,000.
Environmental Matters. According to the Phase I environmental site assessment dated October 9, 2014, there was no evidence of any recognized environmental conditions at the New Town Shops on Main Property.
Market Overview and Competition. The New Town Shops on Main Property is located in Williamsburg, Virginia and is part of the Norfolk-Newport News-Virginia Beach metropolitan statistical area that is also referred to as Hampton Roads. Primary access to the area is provided by US Route 199, the primary highway in Williamsburg, and Interstate 64, which is located approximately 4.5 miles east of the New Town Shops on Main Property and is the primary east/west highway that connects to the state capital, the city of Richmond. The College of William & Mary is located approximately 1.3 miles east of the New Town Shops on Main Property and
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
44
NEW TOWN SHOPS ON MAIN |
serves as the area’s largest employer. College of William & Mary is the second oldest college in the United States and its current Fall 2014 undergraduate enrollment is approximately 6,299. As of 2014, the estimated population within a one-, three-, and five-mile radius of the New Town Shops on Main Property was 3,839, 39,199 and 72,440, respectively. The estimated average household income within the same one-, three- and five-mile radii was $70,218, $86,887 and $90,512, respectively.
According to a third party report, the New Town Shops on Main Property is located within the Williamsburg submarket of the Hampton Roads retail market. As of the third quarter of 2014, the Williamsburg submarket reported a total retail inventory of 5.5 million square feet with a 7.4% vacancy rate and average asking rents of $18.45 per square foot on a NNN basis.
The following table presents certain information relating to comparable retail properties for the New Town Shops on Main Property:
Competitive Set(1)
New Town Shops on Main (subject) | Settler’s Market at New Town | Courthouse Commons | The Shops at High Street | Tribe Square | Cedar Valley Shopping Center | |
Location | Williamsburg, VA | Williamsburg, VA | Williamsburg, VA | Williamsburg, VA | Williamsburg, VA | Williamsburg, VA |
Distance from Subject | -- | 0.5 miles | 0.5 miles | 1.1 miles | 1.6 miles | 4.6 miles |
Property Type | Anchored Retail | Neighborhood Center | Neighborhood Center | Lifestyle Center | Un-Anchored Retail | Shadow- Anchored Retail |
Year Built/Renovated | 2007/NAP | 2008/NAP | 2011/NAP | 2007/NAP | 2011/NAP | 2006/NAP |
Anchors | Regal Cinema, Barnes & Noble, American Family Fitness | Michael’s, Steinmart, Books a Million, Home Goods | The Fresh Market | Movie Tavern Cinemas | NAP | NAP |
Total GLA | 248,176 SF | 236,479 SF | 52,290 SF | 115,591 SF | 9,583 SF | 20,434 SF |
Total Occupancy | 88% | 90% | 95% | 80% | 100% | 76% |
(1) | Information obtained from the appraisal. |
The Borrower. The borrower is Williamsburg Developers, LLC, a Virginia limited liability company and single purpose entity with one independent director that is controlled by the principals of Developers Realty Corporation (“DRC”). Wayne Eisenbaum, Alan Eisenbaum and AMPM Enterprises are the guarantors of certain nonrecourse carveouts under the New Town Shops on Main Mortgage Loan.
The Sponsors. The sponsors are Wayne Eisenbaum, Alan Eisenbaum and AMPM Enterprises. Messer’s Eisenbaum are principals of DRC, a shopping center development company that was founded in 1958 and currently operates 24 shopping centers located across seven states.
Escrows. The loan documents provide for an upfront escrow in the amount of $25,705 for real estate taxes. In addition, the loan documents provide for ongoing monthly escrows of $25,707 for real estate taxes, $4,136 for replacement reserves (subject to a cap of $198,541) and $30,000 for tenant improvements and leasing commissions (subject to a cap of $720,000). The loan documents do not require monthly escrows for insurance provided (i) no event of default has occurred and is continuing; (ii) the insurance required to be maintained by borrower is maintained pursuant to one or more blanket policies; and (iii) the borrower provides the lender with timely proof of payment of insurance premiums.
Lockbox and Cash Management. The New Town Shops on Main Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower directs tenants to pay their rents directly into such lockbox account. The loan documents also require that all rents received by the borrower or property manager be deposited into the lockbox account within one business day of receipt. Prior to a Cash Trap Event Period (as defined below), all excess cash flow is distributed to borrower. During a Cash Trap Event Period, all excess cash flow is swept to a lender controlled cash management account.
A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the combined New Town Shops on Main Mortgage Loan and New Town Shops on Main Mezzanine Loan (as defined below in the “Subordinate and Mezzanine Indebtedness” section) debt service coverage ratio falling below 1.15x; or (iii) the occurrence of a Tenant Trigger Period (as defined below). A Cash Trap Event Period will expire with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the date that the combined New Town Shops on Main Mortgage Loan and New Town Shops on Main Mezzanine Loan debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters; with regard to clause (iii), the Tenant Trigger Period has ended.
A “Tenant Trigger Period” will commence upon the earlier of (i) Regal Cinemas or Barnes & Noble defaulting under its lease, filing for bankruptcy, or going dark, vacating or failing to occupy its space; or (ii) Barnes & Noble failing to renew its lease six months prior to the lease expiration. A Tenant Trigger Period will expire with regard to clause (i), upon the cure of such default under the applicable lease, termination of the bankruptcy proceeding and affirmation of the applicable lease, or the applicable tenant resuming its normal business and being open for two consecutive quarters; with regard to clause (ii), Barnes & Noble exercising its renewal or extension option; and with regard to clauses (i) and (ii), upon lender receiving evidence that a satisfactory replacement tenant has commenced paying rent, is conducting business in 90% of the applicable tenant space at market rents and all tenant improvement costs, leasing commissions and/or rent concessions have been paid or specifically reserved by lender.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
45
NEW TOWN SHOPS ON MAIN |
Property Management. The New Town Shops on Main Property is managed by an affiliate of the borrower.
Assumption. The borrower has a two-time right to transfer the New Town Shops on Main Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to the following: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration the transferee’s experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from DBRS, KBRA and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates.
Free Release. Following the lockout period, the borrower is permitted to release two vacant parcels located behind the Regal Cinemas, subject to certain conditions including (i) the release parcel is vacant, non-income producing and unimproved; (ii) following the release, the remaining parcel will have unimpeded and unencumbered access for all pedestrian and vehicular ingress and egress; (iii) regardless of whether or not the requested release occurs, borrower must pay or reimburse lender for all reasonable third party costs and expenses incurred by lender in connection with the release; and (iv) borrower must deliver an opinion of counsel that the New Town Shops on Main Mortgage Loan will not fail to maintain its status as a REMIC Trust as a result of the release.
Real Estate Substitution. Not permitted.
Subordinate and Mezzanine Indebtedness. RMezz New Town, LLC (the “New Town Shops on Main Mezzanine Lender”), a subsidiary of Rialto Capital, has originated a $5,000,000 mezzanine loan (the “New Town Shops on Main Mezzanine Loan”) to Williamsburg Mezz, LLC (the “Mezzanine Borrower”). The New Town Shops on Main Mezzanine Loan had an initial term of 84 months, has a remaining term of 84 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule. The U/W NCF DSCR is calculated on a 30-year amortization schedule and a 4.200% interest rate for the New Town Shops on Main Mortgage Loan and on an 11.500% interest rate for the New Town Shops on Main Mezzanine Loan, for a blended interest rate of 5.340%. Debt service payments are allocated on a pro rata basis, determined by the outstanding New Town Shops on Main Mortgage Loan and New Town Shops on Main Mezzanine Loan balances. The pro rata share and related debt service payments will change monthly as the New Town Shops on Main Mortgage Loan and the New Town Shops on Main Mezzanine Loan amortize resulting in an effective 33.2-year amortization schedule for the New Town Shops on Main Mortgage Loan and an effective 20.8-year amortization schedule for the New Town Shops on Main Mezzanine Loan.
Ground Lease. None.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the New Town Shops on Main Property. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
46
No. 10 –Walgreens Portfolio | ||||||||
Loan Information | Property Information | |||||||
Mortgage Loan Seller: | Ladder Capital Finance LLC | Single Asset/Portfolio: | Portfolio | |||||
Credit Assessment (DBRS/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | |||||
Original Principal Balance: | $25,000,000 | Specific Property Type: | Single Tenant | |||||
Cut-off Date Principal Balance: | $25,000,000 | Location: | Various – See Table | |||||
% of Initial Pool Balance: | [ ]% | Size: | 89,478 SF | |||||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per SF: | $279.4 | |||||
Borrower Names(1): | Various | Year Built/Renovated: | Various – See Table | |||||
Sponsor: | Cole Operating Partnership V, LP | Title Vesting: | Fee | |||||
Mortgage Rate: | 4.450% | Property Manager: | CREI Advisors, LLC | |||||
Note Date: | November 26, 2014 | 3rd Most Recent Occupancy (As of): | 100.0% (12/31/2011) | |||||
Anticipated Repayment Date: | NAP | 2nd Most Recent Occupancy (As of): | 100.0% (12/31/2012) | |||||
Maturity Date: | December 6, 2024 | Most Recent Occupancy (As of): | 100.0% (12/31/2013) | |||||
IO Period: | 60 months | Current Occupancy (As of): | 100.0% (12/1/2014) | |||||
Loan Term (Original): | 120 months | |||||||
Seasoning: | 0 month | Underwriting and Financial Information: | ||||||
Amortization Term (Original): | 360 months | |||||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | 3rd Most Recent NOI (As of)(3): | NAV (12/31/2011) | |||||
Interest Accrual Method: | Actual/360 | 2nd Most Recent NOI (As of) (3): | NAV (12/31/2012) | |||||
Call Protection: | L(24),D(93),O(3) | Most Recent NOI (As of) (3): | NAV (12/31/2013) | |||||
Lockbox Type: | Hard/Upfront Cash Management | |||||||
Additional Debt: | None | |||||||
Additional Debt Type: | NAP | U/W Revenues: | $2,103,510 | |||||
U/W Expenses: | $42,070 | |||||||
U/W NOI: | $2,061,439 | |||||||
Escrows and Reserves(2): | U/W NCF: | $2,049,322 | ||||||
U/W NOI DSCR: | 1.36x | |||||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF DSCR: | 1.36x | |||
Taxes | $0 | Springing | NAP | U/W NOI Debt Yield: | 8.2% | |||
Insurance | $0 | Springing | NAP | U/W NCF Debt Yield: | 8.2% | |||
Replacement Reserves | $0 | $0 | NAP | As-Is Appraised Value: | $36,395,000 | |||
TI/LC Reserve | $0 | $0 | NAP | As-Is Appraisal Valuation Date: | Various(4) | |||
Cut-off Date LTV Ratio: | 68.7% | |||||||
LTV Ratio at Maturity or ARD: | 62.8% | |||||||
(1) | See “The Borrowers” section. |
(2) | See “Escrows” section. |
(3) | See “Cash Flow Analysis” section. |
(4) | The As-Is Appraisal Valuation Dates range from October 15, 2014 to October 17, 2014. |
The Mortgage Loan. The mortgage loan (the “Walgreens Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by first mortgages encumbering the fee interest in a portfolio of six single tenant retail properties 100.0% leased to Walgreens located in Arkansas, Indiana, Louisiana, Michigan and Missouri (the “Walgreens Portfolio Properties”). The Walgreens Portfolio Mortgage Loan was originated on November 26, 2014 by Ladder Capital Finance LLC. The Walgreens Portfolio Mortgage Loan had an original principal balance of $25,000,000, has an outstanding principal balance as of the Cut-off Date of $25,000,000 and accrues interest at an interest rate of 4.450% per annum. The Walgreens Portfolio Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments for the first 60 months following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule. The Walgreens Portfolio Mortgage Loan matures on December 6, 2024.
Following the lockout period, the borrowers have the right to defease the Walgreens Portfolio Mortgage Loan in whole, or in part, on any date before October 6, 2024. In addition, the Walgreens Portfolio Mortgage Loan is prepayable without penalty on or after October 6, 2024.
Sources and Uses
Sources | Uses | |||||||
Original loan amount | $25,000,000 | 67.6% | Purchase price | $35,795,596 | 96.8% | |||
Sponsor’s new cash contribution | $11,978,693 | 32.4 | Closing costs | $1,183,097 | 3.2 | |||
Total Sources | $36,978,693 | 100.0% | Total Uses | $36,978,693 | 100.0% |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
47
WALGREENS PORTFOLIO |
The Properties. The Walgreens Portfolio Properties are comprised of the fee interests in six single tenant retail properties leased totaling 89,478 rentable square feet and 100.0% leased to Walgreens. Walgreen’s is the largest drugstore chain in the United States and operates more than 8,600 stores in all 50 states. Prescription drugs generally account for about two-thirds of sales with the rest coming from the sale of general merchandise, over-the-counter medications, cosmetics and groceries.
The following table presents certain information relating to the Walgreens Portfolio Properties:
Property Name | Location | Allocated Cut-off Date Principal Balance | % of Portfolio Cut-off Date Principal Balance | Occupancy | Year Built/ Renovated | Net Rentable Area (SF) | Appraised Value | ||
Walgreens - Harrison | Harrison, AR | $4,825,000 | 19.3% | 100.0% | 2005/NAP | 14,820 | $7,050,000 | ||
Walgreens – Indianapolis | Indianapolis, IN | $4,675,000 | 18.7% | 100.0% | 1999/NAP | 14,820 | $6,800,000 | ||
Walgreens – Clinton Township | Clinton Township, MI | $4,275,000 | 17.1% | 100.0% | 2000/NAP | 15,120 | $6,200,000 | ||
Walgreens – Lees Summit | Lees Summit, MO | $4,250,000 | 17.0% | 100.0% | 1997/NAP | 13,905 | $6,200,000 | ||
Walgreens – Siloam Springs | Siloam Springs, AR | $3,900,000 | 15.6% | 100.0% | 2007/NAP | 14,820 | $5,675,000 | ||
Walgreens – Slidell | Slidell, LA | $3,075,000 | 12.3% | 100.0% | 1996/NAP | 15,993 | $4,470,000 | ||
Total/Weighted Average | $25,000,000 | 100.0% | 100.0% | 89,478 | $36,395,000 |
The following table presents certain information relating to the sole tenant at each of the Walgreens Portfolio Properties:
Major Tenant
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF(2) | Annual U/W Base Rent(2) | % of Total Annual U/W Base Rent | Lease Expiration Date |
Walgreens | NR/Baa2/BBB | 89,478 | 100.0% | $24.10 | $2,156,449 | 100.0% | 11/30/2029 |
Collateral Total | 89,478 | 100.0% | |||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | The Annual U/W Base Rent PSF and Annual U/W Base Rent include the average rent during the Walgreens Portfolio Mortgage Loan term. The initial annual rent is $2,104,708 in total and $23.52 PSF and the leases provide for rental increases of 5.0% every five years. |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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WALGREENS PORTFOLIO |
The following table presents certain information relating to the lease rollover schedule at the Walgreens Portfolio Properties:
Lease Expiration Schedule(1)(2)
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative Expiring NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent(2) | Annual U/W Base Rent PSF | ||||||
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2017 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2018 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2019 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2020 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2021 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2022 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2023 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
2024 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||
Thereafter | 6 | 89,478 | 100.0% | 89,478 | 100.0% | $2,156,449 | $24.10 | ||||||
Vacant | 0 | 0 | 0.0% | 89,478 | 100.0% | $0 | $0.00 | ||||||
Total/Weighted Average | 6 | 89,478 | 100.0% | $2,156,449 | $24.10 |
(1) | Information obtained from the underwritten rent roll. |
(2) | The Annual U/W Base Rent PSF and Annual U/W Base Rent include the average rent during the Walgreens Portfolio Mortgage Loan term. The initial annual rent is $2,104,708 in total and $23.52 PSF and the leases provide for rental increases of 5.0% every five years. |
The following table presents historical occupancy percentages at the Walgreens Portfolio Properties:
Historical Occupancy
12/31/2011(1) | 12/31/2012(1) | 12/31/2013(1) | 12/1/2014 | |||
100.0% | 100.0% | 100.0% | 100.0% | |||
(1) Information obtained from the leases. |
Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the Walgreens Portfolio Properties:
Cash Flow Analysis(1)
U/W | U/W $ per SF | |||||
Base Rent | $2,156,449(2) | $24.10 | ||||
Total Reimbursables | 12,117 | 0.14 | ||||
Less Vacancy & Credit Loss | (64,727)(3) | (0.73) | ||||
Effective Gross Income | $2,103,510 | $23.51 | ||||
Total Operating Expenses | $42,070 | $0.47 | ||||
Net Operating Income | $2,061,439 | $23.04 | ||||
TI/LC | 0 | 0.00 | ||||
Capital Expenditures | 12,117 | 0.14 | ||||
Net Cash Flow | $2,049,322 | $22.90 | ||||
NOI DSCR | 1.36x | |||||
NCF DSCR | 1.36x | |||||
NOI DY | 8.2% | |||||
NCF DY | 8.2% | |||||
(1) Historical financial statements are not available as the sponsor recently acquired the Walgreens Portfolio Properties as part of a sale-leaseback transaction. | ||||||
(2) The U/W Base Rent include the average rent during the Walgreens Portfolio Mortgage Loan term. The initial annual rent is $2,104,708 in total and $23.52 PSF and the lease features rental increases of 5.0% every five years. | ||||||
(3) The underwritten economic vacancy is 3.0%. The Walgreens Portfolio Properties were 100.0% physically occupied as of December 1, 2014. |
Appraisal. As of the appraisal valuation dates ranging from October 15, 2014 to October 17, 2014, the Walgreens Portfolio Properties had an aggregate “as-is” appraised value of $36,395,000.
Environmental Matters. According to the Phase I environmental site assessments dated from October 21, 2014 to October 28, 2014, there was no evidence of any recognized environmental conditions at any of the Walgreens Portfolio Properties.
The Borrower. The borrowers are ARCP WG Harrison AR, LLC, ARCP WG Siloam Springs AR, LLC, ARCP WG Indianapolis (Washington) IN, LLC, ARCP WG Slidell LA, LLC, ARCP WG Clinton Township MI, LLC and ARCP WG Lees Summit (Langsford) MO, LLC, all Delaware limited liability companies and single purpose entities. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Walgreens Portfolio Mortgage Loan. Cole Operating Partnership V, LP,
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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WALGREENS PORTFOLIO |
the sponsor and indirect owner of the borrowers, is the guarantor of certain nonrecourse carveouts under the Walgreens Portfolio Mortgage Loan.
The Sponsors. The sponsor is Cole Operating Partnership V, LP (“Cole V”). Founded in 2012, Cole V is a non-traded REIT that invests in retail, office and industrial properties. Cole V is externally managed by Cole REIT Advisors V, LLC an affiliate of Cole Capital. As of September 30, 2014, Cole V owned 47 properties totaling 716,000 square feet in 18 states.
Escrows. Ongoing monthly reserves for real estate taxes and insurance are not required as long as (i) no event of default has occurred and is continuing and (ii) the borrowers provide the lender with timely proof of full payment. Ongoing monthly reserves for insurance are not required as long as (a) no event of default has occurred and is continuing; (b) the Walgreens Portfolio Properties are covered by an acceptable blanket policy; and (c) the borrowers provide the lender with evidence of renewal of the policies and timely proof of payment of the insurance premiums.
Lockbox and Cash Management. The Walgreens Portfolio Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrowers direct tenants to pay their rents directly into such lockbox account. The loan documents also require that all rents received by the borrowers or the property manager be deposited into the lockbox account within two business days of receipt. Funds are then swept into a cash management account controlled by the lender and prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds after the application in accordance with the loan documents are distributed to the borrowers’ operating account. During an Excess Cash Flow Sweep Trigger Event, all excess cash flow is retained in the cash management account.
A “Excess Cash Flow Sweep Trigger Event “ will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the amortizing net cash flow debt service coverage ratio is less than 1.25x; (iii) stores comprising more than 10.0% of the Walgreens Portfolio Properties “go dark”; (iv) Walgreens becomes insolvent, files for bankruptcy or has its senior unsecured debt rating fall below BB+/Ba1 by S&P or Moody’s; (v) an event of default occurs under the property management agreement; or (vi) any borrower or guarantor becomes insolvent or files for bankruptcy.
A Excess Cash Flow Sweep Trigger Event will be cured, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the amortizing net cash flow debt service coverage ratio being equal to or greater than 1.30x for six consecutive months; with regard to clause (iii), (a) the date on which less than 10.0% of the Walgreens Portfolio Properties are “dark”; or (b) an amount equal to 100.0% of the loan amount allocated to such dark property has been swept into the cash management account; and with regard to clause (iv) (a) the date on which the senior unsecured debt rating of Walgreens is upgraded to at least BBB-/Baa3 by S&P or Moody’s; or (b) if Walgreens becomes solvent and is not a debtor in any bankruptcy action for at least six consecutive months.
Property Management. The Walgreens Portfolio Properties are self-managed.
Assumption. The borrowers have the right to transfer the Walgreens Portfolio Properties, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from KBRA, DBRS and Moody’s that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2014-LC18 Certificates.
Partial Release. Permitted in connection with a partial defeasance of the Walgreens Portfolio Mortgage Loan.
Real Estate Substitution. Permitted in connection with curing a “go dark trigger” (described in clause (iii) of the definition of Cash Trap Event Period) not more than twice during the term of the Walgreens Portfolio Mortgage Loan. Conditions include: (i) no more than 2 individual properties may be replaced during the term of the loan; (ii) the appraised value of the substitute property must be greater than or equal to that of the individual property being replaced; (iii) the aggregate Assumed Debt Service Coverage Ratio after the substitution cannot be less than the aggregate Assumed Debt Service Coverage Ratio for the 12 full calendar months immediately preceding the substitution or at loan closing; and (iv) the substitute property has a mortgage recorded in an amount equal to 105% of its appraised valued.
Subordinate and Mezzanine Indebtedness. Not permitted.
Ground Lease. None.
Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Walgreens Portfolio Properties. The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event; provided, however, that Borrower is not required to carry the insurance required under the Loan Agreement while Walgreens self-insures pursuant to its lease and has a senior unsecured debt rating from S&P of at least “BBB-”.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Wells Fargo Commercial Mortgage Trust 2014-LC18 | Transaction Contact Information |
Transaction Contact Information
Questions may be directed to any of the following individuals:
Wells Fargo Securities, LLC | |
Brigid Mattingly | Tel. (312) 269-3062 |
Fax (312) 658-0140 | |
A.J. Sfarra | Tel. (212) 214-5613 |
Fax (212) 214-8970 | |
Alex Wong | Tel. (212) 214-5615 |
Fax (212) 214-8970 |
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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