|
Historical Occupancy, In-line Sales and Occupancy Costs
|
|
|
2010
|
2011
|
2012
|
TTM(1)
|
|
Occupancy(2)(3)
|
93.8%
|
|
98.4%
|
|
96.2%
|
|
95.8%
|
|
|
In-line Sales PSF(4)
|
$375
|
|
$391
|
|
$418
|
|
$406
|
|
|
Occupancy Costs(4)
|
16.7%
|
|
16.8%
|
|
15.9%
|
|
15.9%
|
|
|
(1)
|
TTM Occupancy is as of April 30, 2013. TTM In-line Sales PSF
and Occupancy Costs represent the trailing twelve-months
ending February 28, 2013.
|
|
(2)
|
Historical Occupancies are as of December 31 of each
respective year.
|
|
(3)
|
Occupancy includes temporary tenants.
|
|
(4)
|
In-line Sales PSF and Occupancy Costs are for comparable
tenants less than 10,000 square feet.
|
|
Tenant Summary(1)
|
|
Tenant
|
Ratings(2)
Moody’s/S&P/Fitch
|
Net Rentable
Area (SF)
|
% of
Total NRA
|
Base
Rent PSF
|
Sales
PSF(3)
|
Occupancy
Costs(3)
|
Lease
Expiration Date
|
|
Forever 21(4)
|
NA / NA / NA
|
16,957
|
|
5.5%
|
$28.48
|
|
$203
|
|
20.3%
|
|
6/30/2019
|
|
Victoria’s Secret
|
NA / BB+ / NA
|
11,904
|
|
3.9%
|
$40.00
|
|
$696
|
|
10.6%
|
|
1/31/2019
|
|
Rainbow(5)
|
NA / NA / NA
|
7,960
|
|
2.6%
|
$15.30
|
|
$127
|
|
11.8%
|
|
12/31/2013
|
|
Charlotte Russe
|
B2 / NA / NA
|
7,673
|
|
2.5%
|
$20.00
|
|
$211
|
|
19.6%
|
|
1/31/2014
|
|
Hollister
|
NA / NA / NA
|
7,538
|
|
2.4%
|
$22.00
|
|
$410
|
|
8.2%
|
|
1/31/2014
|
|
Tilly’s
|
NA / NA / NA
|
7,500
|
|
2.4%
|
$24.00
|
|
$374
|
|
12.8%
|
|
10/31/2015
|
|
New York & Company
|
NA / NA / NA
|
7,379
|
|
2.4%
|
$24.00
|
|
$224
|
|
21.5%
|
|
1/31/2017
|
|
Express
|
NA / BB / NA
|
7,372
|
|
2.4%
|
$33.48
|
|
$308
|
|
11.2%
|
|
1/31/2023
|
|
Lane Bryant
|
NA / NA / NA
|
7,005
|
|
2.3%
|
$36.00
|
|
$161
|
|
42.0%
|
|
1/31/2017
|
|
Finish Line
|
NA / NA / NA
|
5,657
|
|
1.8%
|
$37.13
|
|
$262
|
|
13.6%
|
|
3/31/2016
|
|
(1)
|
Based on the underwritten rent roll.
|
|
(2)
|
Ratings provided are for the parent company of the entity
listed in the “Tenant” field whether or not the parent
company guarantees the lease.
|
|
(3)
|
Sales PSF and Occupancy Costs represent sales for the
twelve-month period ending February 28, 2013 for all
tenants.
|
|
(4)
|
Forever 21 pays percentage rent of 14.0% of gross sales in
lieu of base rent. Base Rent PSF represents percentage rent
based on trailing twelve-month sales as of February 2013.
|
|
(5)
|
Rainbow pays percentage rent of 12.0% of gross sales in lieu
of base rent. Base Rent PSF represents percentage rent based
on trailing twelve-month sales as of February 2013.
|
|
Lease Rollover Schedule(1)
|
|
Year
|
Number
of
Leases Expiring
|
|
Net
Rentable
Area
Expiring
|
% of
NRA
Expiring
|
Base Rent
Expiring
|
% of Base
Rent
Expiring
|
Cumulative
Net Rentable
Area
Expiring
|
Cumulative
% of NRA
Expiring
|
Cumulative
Base Rent
Expiring
|
Cumulative
% of Base
Rent
Expiring
|
|
|
Vacant
|
NAP
|
|
12,868
|
|
4.2
|
% |
NAP
|
|
NAP
|
|
12,868
|
|
4.2%
|
|
NAP
|
NAP
|
|
|
2013 & MTM(2)
|
15
|
|
31,520
|
|
10.2
|
|
$121,786
|
|
1.0%
|
|
44,388
|
|
14.4%
|
|
$121,786
|
1.0%
|
|
|
2014
|
19
|
|
59,434
|
|
19.3
|
|
2,280,888
|
|
19.6
|
|
103,822
|
|
33.7%
|
|
$2,402,674
|
20.7%
|
|
|
2015
|
18
|
|
38,414
|
|
12.5
|
|
1,830,030
|
|
15.7
|
|
142,236
|
|
46.2%
|
|
$4,232,704
|
36.4%
|
|
|
2016
|
10
|
|
19,596
|
|
6.4
|
|
920,092
|
|
7.9
|
|
161,832
|
|
52.5%
|
|
$5,152,796
|
44.3%
|
|
|
2017
|
14
|
|
36,648
|
|
11.9
|
|
1,952,004
|
|
16.8
|
|
198,480
|
|
64.4%
|
|
$7,104,800
|
61.1%
|
|
|
2018
|
6
|
|
10,296
|
|
3.3
|
|
482,525
|
|
4.2
|
|
208,776
|
|
67.7%
|
|
$7,587,325
|
65.3%
|
|
|
2019
|
8
|
|
38,562
|
|
12.5
|
|
1,404,240
|
|
12.1
|
|
247,338
|
|
80.3%
|
|
$8,991,565
|
77.3%
|
|
|
2020
|
3
|
|
9,520
|
|
3.1
|
|
333,845
|
|
2.9
|
|
256,858
|
|
83.3%
|
|
$9,325,410
|
80.2%
|
|
|
2021
|
3
|
|
7,413
|
|
2.4
|
|
338,459
|
|
2.9
|
|
264,271
|
|
85.7%
|
|
$9,663,869
|
83.1%
|
|
|
2022
|
7
|
|
9,928
|
|
3.2
|
|
521,428
|
|
4.5
|
|
274,199
|
|
89.0%
|
|
$10,185,297
|
87.6%
|
|
|
2023
|
11
|
|
33,991
|
|
11.0
|
|
1,439,572
|
|
12.4
|
|
308,190
|
|
100.0%
|
|
$11,624,869
|
100.0%
|
|
|
2024 & Beyond
|
0
|
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
308,190
|
|
100.0%
|
|
$11,624,869
|
100.0%
|
|
|
Total
|
114
|
|
308,190
|
|
100.0
|
% |
$11,624,868
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
(1)
|
Based on the underwritten rent roll.
|
|
(2)
|
Includes thirteen tenants accounting for 23,460 square feet
that are considered temporary tenants by 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.
 |
Annex A-3-6
|
 |
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
Meadows Mall
|
|
Operating History and Underwritten Net Cash Flow
|
|
|
|
2010
|
2011
|
2012
|
TTM(1)
|
Underwritten
|
Per Square
Foot
|
%(2)
|
|
Rents in Place(3)
|
$10,692,768
|
|
$11,003,674
|
|
$11,171,955
|
|
$11,271,661
|
|
$11,624,868
|
|
$37.72
|
|
58.1%
|
|
|
Vacant Income
|
0
|
|
0
|
|
0
|
|
0
|
|
1,064,812
|
|
3.46
|
|
5.3
|
|
|
Gross Potential Rent
|
$10,692,768
|
|
$11,003,674
|
|
$11,171,955
|
|
$11,271,661
|
|
$12,689,680
|
|
$41.17
|
|
63.4%
|
|
|
Total Reimbursements
|
6,207,705
|
|
5,990,933
|
|
6,079,292
|
|
6,089,570
|
|
7,335,399
|
|
23.80
|
|
36.6
|
|
|
Net Rental Income
|
$16,900,474
|
|
$16,994,607
|
|
$17,251,247
|
|
$17,361,230
|
|
$20,025,080
|
|
$64.98
|
|
100.0%
|
|
|
(Vacancy/Credit Loss)
|
(108,512)
|
|
(109,258)
|
|
(143,646)
|
|
(138,741)
|
|
(2,202,781)
|
|
(7.15)
|
|
(11.0)
|
|
|
Other Income(4)
|
3,095,304
|
|
2,964,743
|
|
2,933,656
|
|
2,916,248
|
|
2,834,866
|
|
9.20
|
|
14.2
|
|
|
Effective Gross Income
|
$19,887,266
|
|
$19,850,092
|
|
$20,041,258
|
|
$20,138,737
|
|
$20,657,165
|
|
$67.03
|
|
103.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
$4,709,502
|
|
$4,506,560
|
|
$4,304,705
|
|
$4,266,853
|
|
$4,577,848
|
|
$14.85
|
|
22.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income
|
$15,177,765
|
|
$15,343,532
|
|
$15,736,553
|
|
$15,871,885
|
|
$16,079,317
|
|
$52.17
|
|
77.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TI/LC, Capex/RR
|
0
|
|
0
|
|
0
|
|
0
|
|
621,391
|
|
2.02
|
|
3.0
|
|
|
Net Cash Flow
|
$15,177,765
|
|
$15,343,532
|
|
$15,736,553
|
|
$15,871,885
|
|
$15,457,926
|
|
$50.16
|
|
74.8%
|
|
|
(1)
|
TTM column represents the trailing twelve-month period
ending March 31, 2013.
|
|
(2)
|
Percentage column represents percent of Net Rental Income
for all revenue lines and represents percent of Effective
Gross Income for the remainder of fields.
|
|
(3)
|
Underwritten Rents in Place is higher than historical
primarily due to five new leases totaling approximately
7,196 square feet, which account for $302,936 in annual
rent.
|
|
(4)
|
Other Income primarily includes rent from temporary tenants,
storage rent, antenna rent and vending revenue.
|
Property Management. The property
is managed by the borrower.
Escrows and Reserves. No
upfront escrows were taken at origination.
Tax Escrows - The requirement for the borrower to make monthly
deposits to the tax escrow is waived so long as no Cash Sweep Event
exists.
A “Cash
Sweep Event” means: (i) the occurrence and continuance of an
event of default, (ii) any bankruptcy action of the property manager not
dismissed within 90 days, (iii) the DSCR as calculated in the loan
documents based on the trailing twelve-month period falls below 1.20x or
(iv) any combination of at least two of the anchors (JCPenney, Sears,
Macy’s and Dillard’s) goes dark or vacates during the same period.
Insurance Escrows - The requirement for the borrower to make
monthly deposits to the insurance escrow is waived so long as no Cash
Sweep Event exists. In addition, borrower is not required to make
deposits for insurance premiums so long as the borrower provides
satisfactory evidence that the property is insured under an acceptable
blanket policy.
Replacement Reserves - The requirement for the borrower to make
monthly deposits to the replacement reserve is waived so long as no Cash
Sweep Event exists. Following the occurrence and during the continuance
of a Cash Sweep Event, the borrower is required to deposit $7,705 per
month ($0.30 per square foot annually) for replacement reserves. The
reserve is subject to a cap of $92,457 ($0.30 per square foot).
TI/LC Reserves - The requirement for the borrower to make monthly
deposits into the TI/LC reserve is waived so long as no Cash Sweep Event
exists. Following the occurrence and during the continuance of a Cash
Sweep Event, the borrower is required to deposit $61,638 per month
($2.40 per square foot annually) for TI/LC reserves. The reserve is
subject to a cap of $739,656 ($2.40 per square foot).
Lockbox / Cash Management. The
loan is structured with a CMA lockbox. At origination, the borrower was
required to send tenant direction letters to the tenants at the property
instructing them to deposit all rents and payments into the lockbox
account. All funds in the lockbox account are swept daily to a
segregated cash management account set up at origination and, until the
occurrence of a Cash Sweep Event, are then returned to an account
controlled by the borrower. During a Cash Sweep Event, all rents swept
to the segregated cash management account will be held in trust for the
benefit of the lender as additional security for the loan. The lender
will have a first priority security interest in the cash management
account.
Release of Property. The borrower is permitted to release
non-income producing portions of the property to third parties or
affiliates in accordance with certain terms and conditions set forth in
the loan documents.
Future Additional Debt. A mezzanine loan may be obtained by the
borrower’s affiliates, provided certain terms and conditions are
satisfied, including, but not limited to, the following: (i) no event of
default exists, (ii) the LTV of the mortgage and mezzanine loans does
not exceed 63.0% based on a recent appraisal, (iii) the DSCR as
calculated in the loan documents is not less than 1.57x (taking into
account the mezzanine loan), (iv) the debt yield (taking into account
the mezzanine loan) is not less than 9.47%, (v) the maturity date of the
mezzanine loan will be no earlier than the final maturity date of the
mortgage loan or is freely prepayable from and after the maturity date
of the mortgage loan and (vi) after securitization, the borrower is
required to deliver a rating agency confirmation with respect to the
mezzanine loan.
THE INFORMATION IN
THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE
AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS
NOT PERMITTED.
|
|
Annex A-3-7
|
|
[THIS PAGE
INTETIONALLY LEFT BLANK]
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.
|
|
Annex A-3-8
|
|
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.
|
|
Annex A-3-9
|
|
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.
|
|
Annex A-3-10
|
|
|
Mortgage Loan Information
|
|
Property Information
|
|
Mortgage Loan Seller:
|
Barclays
|
|
Single Asset / Portfolio:
|
Portfolio
|
|
Original Principal Balance:
|
$102,134,091
|
|
Title:
|
Fee
|
|
Cut-off Date Principal Balance:
|
$102,134,091
|
|
Property Type - Subtype(2):
|
Various - Various
|
|
% of Pool by IPB:
|
8.9%
|
|
Net Rentable Area (SF):
|
1,558,061
|
|
Loan Purpose(1):
|
Acquisition
|
|
Location(2):
|
Various
|
|
Borrower:
|
Spirit SPE Loan Portfolio 2013-3, LLC
|
|
Year Built / Renovated(2):
|
Various / Various
|
|
Sponsor:
|
Spirit Realty, L.P.
|
|
Occupancy:
|
100.0%
|
|
Interest Rate:
|
5.50000%
|
|
Occupancy Date:
|
7/26/2013
|
|
Note Date:
|
7/17/2013
|
|
Number of Tenants:
|
27
|
|
Maturity Date:
|
8/6/2023
|
|
2011 NOI(3):
|
N/A
|
|
Interest-only Period:
|
None
|
|
2012 NOI(3):
|
N/A
|
|
Original Term:
|
120 months
|
|
In Place NOI(4):
|
$13,836,690
|
|
Original Amortization:
|
360 months
|
|
UW Economic Occupancy:
|
91.3%
|
|
Amortization Type:
|
Balloon
|
|
UW Revenues:
|
$16,923,242
|
|
Call Protection:
|
L(24),Grtr1%orYM(89),O(7)
|
|
UW Expenses:
|
$4,605,736
|
|
Lockbox:
|
CMA
|
|
UW NOI:
|
$12,317,506
|
|
Additional Debt:
|
N/A
|
|
UW NCF:
|
$11,345,442
|
|
Additional Debt Balance:
|
N/A
|
|
Appraised Value / Per SF:
|
$170,770,000 / $110
|
|
Additional Debt Type:
|
N/A
|
|
Appraisal Date:
|
Various
|
|
|
|
|
|
|
|
Escrows and Reserves(5)
|
|
Financial Information
|
|
|
Initial
|
Monthly
|
Initial Cap
|
|
Cut-off Date Loan / SF:
|
|
$66
|
|
Taxes:
|
$115,467
|
$39,726
|
N/A
|
|
Maturity Date Loan / SF:
|
|
$55
|
|
Insurance:
|
$0
|
Springing
|
N/A
|
|
Cut-off Date LTV:
|
|
59.8%
|
|
Replacement Reserves:
|
$0
|
$16,086
|
N/A
|
|
Maturity Date LTV:
|
|
50.0%
|
|
TI/LC:
|
$0
|
$64,919
|
N/A
|
|
UW NCF DSCR:
|
|
1.63x
|
|
Other:
|
$500,155
|
$0
|
N/A
|
|
UW NOI Debt Yield:
|
|
12.1%
|
|
|
|
|
|
|
|
|
|
|
Sources and Uses
|
|
Sources
|
Proceeds
|
% of Total
|
|
Uses
|
Proceeds
|
% of Total
|
|
Mortgage Loan
|
$102,134,091
|
100.0%
|
|
Funds to Borrower(1)
|
$99,824,078
|
97.7%
|
|
|
|
|
|
Closing Costs
|
1,694,390
|
1.7
|
|
|
|
|
|
Upfront Reserves
|
615,622
|
0.6
|
|
Total Sources
|
$102,134,091
|
100.0%
|
|
Total Uses
|
$102,134,091
|
100.0%
|
|
(1)
|
Mortgage Loan proceeds were used to
acquire the properties in connection
with the merger of Spirit Realty
Capital, Inc. and Cole Credit Property
Trust II, Inc. However, no allocated
purchase price for these properties was
provided.
|
|
(2)
|
For a full description of the Property
Subtype, Location and Year
Built/Renovated, please refer to “The
Properties” below.
|
|
(3)
|
The borrower acquired the properties at
loan origination and historical
operating statements were not available.
|
|
(4)
|
In Place NOI reflects the lender’s
underwriting, but does not include
lender’s vacancy adjustment of
($1,603,130), lender’s mark-to-market
rent adjustment of ($787,144) and
lender’s straight-line rent of $80,873.
For further details please refer to the
“Underwritten
Net Cash Flows” table below.
|
|
(5)
|
For a full description of Escrows and
Reserves, please refer to “Escrows
and Reserves” below.
|
The Loan. The
Spirit Portfolio loan has an outstanding principal
balance of approximately $102.1 million and is
secured by a first mortgage lien on a portfolio of
18 single-tenant retail properties, one multi-tenant
retail property, one single-tenant office property,
five industrial properties and one mixed-use
property totaling 1,558,061 square feet that are
located in 13 states. The loan has a 10-year term
and amortizes on a 30-year schedule. The loan was
made in connection with the $7.4 billion merger of
Spirit Realty Capital, Inc. and Cole Credit Property
Trust II, Inc. The properties were unencumbered
prior to the merger.
The Borrower. The
borrowing entity for the loan is Spirit SPE Loan
Portfolio 2013-3, LLC, a Delaware limited liability
company and special purpose entity.
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.
|
|
Annex A-3-11
|
|
The Sponsor. The loan’s sponsor and nonrecourse
carve-out guarantor is Spirit Realty, L.P. The parent
company of Spirit Realty, L.P. is Spirit Realty Capital,
Inc. a real estate investment trust company located in
Scottsdale, Arizona. Created in 2003, Spirit Realty
Capital Inc. was formed to acquire single tenant,
free-standing commercial/retail real estate facilities.
As of March 31, 2013, Spirit Realty Capital, Inc.’s
gross investment in real estate and mortgage and
equipment loans totaled approximately $3.7 billion,
substantially all of which was invested in 1,232
properties that were approximately 98.9% occupied.
Approximately 65.0% of Spirit Realty Capital, Inc.’s
annual rent (defined as annualized first quarter 2013
rent) is contributed from properties under NNN leases
and approximately 96.0% of all leases provide for rental
increases. Spirit Realty Capital Inc.’s three largest
property types (based on annual rent) as of March 31,
2013 were general and discount retail (30.0%),
restaurants (18.9%) and specialty retail (7.8%).
The Properties. The Spirit Portfolio is a
26-property retail (66.5% by allocated loan amount),
industrial (25.3% by allocated loan amount), office
(6.8% by allocated loan amount) and mixed use (1.4% by
allocated loan amount) portfolio with properties located
in 13 states, totaling 1,558,061 square feet of net
rentable area. The top five states by allocated loan
balance are Illinois (18.8%), New Hampshire (13.4%),
Texas (12.0%), North Carolina (11.0%) and Indiana
(10.5%) with no other state representing more than 10.0%
of the portfolio by allocated loan balance. Twenty-five
of the properties in the portfolio are occupied by a
single tenant and one property is occupied by two
tenants. Of the 25 properties, eleven properties are
leased to tenants rated investment grade and account for
47.4% of the portfolio’s allocated loan balance. The
weighted average remaining lease term for the portfolio
is approximately 146 months and the portfolio has an
average lease expiration date ending in approximately
2025. Additionally, 24 of the 27 tenants have renewal
options. The properties in the portfolio were
constructed between 1975 and 2010 and are 100.0% leased
as of July 26, 2013. The following is a description of
the top five properties by allocated loan balance.
J. Jill Distribution Center is located at 100
Birch Pond Drive, Tilton, New Hampshire, approximately
35 miles north of Manchester and 85 miles north of
Boston, Massachusetts. The property is a 573,000 square
foot single-tenant, industrial/warehouse building that
was built in 1998 and situated on an approximately 341.2
acre site. The property features 35 foot clear heights
throughout the warehouse facility with 16 dock-high
loading entrances located along the rear. The property
is accessible from Interstate 93 via Exit 20
(US-3/Rt-11/Rt-132) approximately one-half mile to the
west. The property is the largest by square footage
industrial use in the neighborhood. As of July 26, 2013,
the property is 100% leased to J. Jill through September
30, 2030 at a current in-place rent of $4.17 per square
foot. J. Jill has occupied the property since 1998 and
is a multichannel fashion retailer of women’s apparel,
accessories and footwear. J. Jill started in 1959 in one
specialty store in western Massachusetts and has evolved
into a cross-channel business with over 200 stores
nationwide and more than 26 catalogs a year and
growing. J. Jill is privately held by private equity
firms Arcapita and Golden Gate Capital. According to
the appraiser, the local submarket had a vacancy rate of
12.1% with average asking rents of $6.13 per square foot
as of year-end 2012. The appraiser concluded a market
rent of $4.00 per square foot based on rental
comparables.
Home Depot / Art Van Furniture is located at
7150-7200 South Cicero Avenue, Bedford Park, Illinois,
approximately 13 miles southwest of Chicago’s central
business district. The property consists of two retail
buildings comprising approximately 218,076 square feet
that were built in 1992 and situated on an approximately
15.8 acre site. The property is accessible via Cicero
Avenue (State Route 50), a north-south artery servicing
the metro area. Five miles north of the subject is
Interstate 55 which provides direct access to Chicago’s
central business district and provides interstate access
leading southwest to St. Louis. The property is part of
the Bedford City Square shopping center. In aggregate,
the shopping center has a total of 370,494 square feet.
As of July 26, 2013, the property was 100% occupied by
Home Depot and Art Van Furniture. Home Depot leases
133,571 square feet through January 31, 2028 at a
current in-place rent of $9.75 per square foot. Home
Depot’s stock is traded on the New York Stock Exchange
(NYSE: HD) and is rated A3/A-/A- (Moody’s/S&P/Fitch).
Art Van Furniture leases 84,505 square feet through June
18, 2024 at a current in-place rent of $6.00 per square
foot. Art Van Furniture has taken possession of their
space and is expected to open the store in the fourth
quarter of 2013. Art Van Furniture is family-owned and
operates 36 stores in Michigan with furniture and
mattress selections and seven freestanding PureSleep
mattress stores. According to the appraiser, the local
submarket had a vacancy rate of 5.5% with average asking
rents of $16.12 per square foot as of March 31, 2013.
The appraiser concluded a market rent of $9.00 per
square foot based on rental comparables.
FedEx is located at 6500 FedEx Way, Madison,
Alabama, near the Huntsville International Airport and
approximately 90 miles north of Birmingham’s central
business district. The property is a 56,360 square foot
single-tenant, industrial/warehouse building that was
built in 2008 and is situated on an approximately 35.7
acre site. The property offers 820 surface truck and
auto parking spaces and 24 foot ceiling dock heights.
The property is situated just west of Wall Triana
Highway, to the south of its transition to Interstate
565. Interstate 565 is an east/west interstate that
connects Huntsville with Interstate 65, located
approximately 15 miles west of the Huntsville central
business district. The neighborhood is mostly
residential with supporting retail and commercial
development along major roadways. As of July 26, 2013,
the property is 100% leased to FedEx through July 31,
2023 at a current in-place rent of $14.57 per square
foot. FedEx has annual revenues of approximately $44
billion and its stock is traded on the New York Stock
Exchange (NYSE: FDX) and is rated Baa1/BBB/NR (Moody’s/S&P/Fitch).
According to the appraiser, the local submarket had a
vacancy rate of 15.2% with average asking rents of $5.91
per square foot as of year-end 2012. The appraiser
concluded a market rent of $15.00 per square foot based
on rental comparables.
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.
|
|
Annex A-3-12
|
|
Bank of America is located at 551 Southeast 8th Street, Delray
Beach, Florida approximately 15 miles south of the Palm Beach
International Airport and 25 miles north of the Fort Lauderdale
International Airport in Broward County. The property is an
approximately 54,600 square foot single-tenant, suburban office building
that was built in 1975 and situated on an approximately 4.0 acre site.
Access to the property is provided via Interstate I-95 and Florida’s
Turnpike. Interstate 95 is located within one mile east of the property,
while the Turnpike is located approximately four miles west of the
property. I-95 and the Turnpike are the major north/south expressways
providing access to the southeastern and northeastern areas of Palm
Beach County, as well as Broward County to the south and Martin County
to the north. The surrounding area is a mixture of industrial,
recreational, institutional, commercial and residential development. As
of July 26, 2013, the property is 100% leased to Bank of America through
January 30, 2036 at a current in-place rent of $16.48 per square foot.
Bank of America stock is traded on the New York Stock Exchange (NYSE:
BAC) and is rated Baa2/A-/A (Moody’s/S&P/Fitch).
According to the appraiser, the local submarket had a vacancy rate of
54.1% with average asking rents of $17.10 per square foot as of year-end
2012. The appraiser concluded a market rent of $16.00 per square foot
based on rental comparables.
LA Fitness - Naperville is located at 1836 Freedom Drive,
Naperville, Illinois, approximately 30 miles west of Chicago’s central
business district. The property is an approximately 45,000 square foot
single-tenant retail building that was built in 2007 and situated on an
approximately 5.1 acre site. Access to the property is provided by
Interstate 88, 10 miles east of the property. Interstate 88 provides
linkage with the region’s interstate system including, from west to
east, Interstates 355, 290 and 294. The surrounding area is a mix of
business parks, office complexes, school campuses and hospital and
medical offices. As of July 26, 2013, the property is 100% leased to LA
Fitness through March 31, 2023 at a current in-place rent of $21.35 per
square foot. Founded in 1984, LA Fitness has more than 340 locations in
22 states and Canada. According to the appraiser, the local submarket
had a vacancy rate of 10.0% with average asking rents of $18.13 per
square foot as of year-end 2012. The appraiser concluded a market rent
of $21.00 per square foot based on rental comparables.
Tenant Sales. Five tenants report their store sales. In addition,
third party estimates of 2012 store sales were obtained for nine
additional tenants.
|
Reporting Tenant Sales Summary
|
|
Tenant
|
Property Name
|
Ratings(1)
Moody’s/S&P/Fitch
|
Net
Rentable
Area (SF)
|
% of
Total
NRA)
|
Gross Sales
($ Million)
|
Sales Per
Square
Foot
|
|
Home Depot(2)
|
Home Depot / Art Van Furniture
|
A3 / A- / A-
|
133,571
|
|
8.6%
|
|
$29.0
|
|
$217
|
|
Walgreens(3)
|
Walgreens - Evansville
|
Baa1 / BBB / NA
|
14,820
|
|
1.0%
|
|
$6.5
|
|
$650
|
|
H.H. Gregg(3)
|
H.H. Gregg
|
NA / NA / NA
|
30,583
|
|
2.0%
|
|
$11.7
|
|
$488
|
|
Kroger
|
Kroger - LaGrange
|
Baa2 / BBB / BBB
|
63,448
|
|
4.1%
|
|
$28.2
|
|
$444
|
|
Best Buy(3)
|
Best Buy
|
Baa2 / BB / BB-
|
45,582
|
|
2.9%
|
|
$33.8
|
|
$1,166
|
|
PetSmart(3)
|
PetSmart
|
NA / BB+ / NA
|
26,262
|
|
1.7%
|
|
$4.7
|
|
$195
|
|
Jo-Ann’s
|
Jo-Ann’s
|
NA / NA / NA
|
46,350
|
|
3.0%
|
|
$5.0
|
|
$108
|
|
Academy Sports & Outdoors(3)
|
Academy Sports & Outdoors
|
NA / NA / NA
|
60,750
|
|
3.9%
|
|
$18.2
|
|
$350
|
|
CVS(3)
|
CVS - East 21st Street
|
Baa2 / BBB+ / BBB+
|
12,222
|
|
0.8%
|
|
$11.7
|
|
$900
|
|
Walgreens(3)
|
Walgreens - Cincinnati
|
Baa1 / BBB / NA
|
15,120
|
|
1.0%
|
|
$9.1
|
|
$758
|
|
CVS
|
CVS - Richland Hills
|
Baa2 / BBB+ / BBB+
|
10,908
|
|
0.7%
|
|
$7.7
|
|
$705
|
|
CVS
|
CVS - River Oaks
|
Baa2 / BBB+ / BBB+
|
10,908
|
|
0.7%
|
|
$6.4
|
|
$574
|
|
Tractor Supply(3)
|
Tractor Supply - Ellettsville
|
NA / NA / NA
|
19,097
|
|
1.2%
|
|
$3.6
|
|
$260
|
|
Tractor Supply(3)
|
Tractor Supply - Lowville
|
NA / NA / NA
|
19,097
|
|
1.2%
|
|
$4.2
|
|
$347
|
|
(1)
|
Ratings provided are for the parent company of the entity
listed in the “Tenant” field whether or not the parent
company guarantees the lease.
|
|
(2)
|
Home Depot sales are for the trailing twelve-month period
ending January 2012.
|
|
(3)
|
Sales for certain tenants are based on 2012 third party
estimates.
|
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.
|
|
Annex A-3-13
|
|
|
Property Summary
|
|
Property
|
|
Location
|
|
Property Type
|
|
Year
Built
|
Net
Rentable
Area (SF)
|
Allocated
Loan
Balance
|
|
Appraised
Value
|
Underwritten
Net Cash Flow
|
Largest Tenant
|
|
J. Jill Distribution Center
|
|
Tilton, NH
|
|
Industrial
|
|
1998
|
|
573,000
|
|
$13,670,620
|
|
$26,700,000
|
$1,622,658
|
|
J. Jill
|
|
Home Depot / Art Van Furniture
|
|
Bedford Park, IL
|
|
Retail
|
|
1992
|
|
218,076
|
|
12,545,070
|
|
20,500,000
|
1,449,700
|
|
Home Depot
|
|
FedEx
|
|
Madison, AL
|
|
Industrial
|
|
2008
|
|
56,360
|
|
7,131,822
|
|
10,250,000
|
777,791
|
|
FedEx
|
|
Bank of America
|
|
Delray Beach, FL
|
|
Office
|
|
1975
|
|
54,600
|
|
6,918,757
|
|
11,200,000
|
804,262
|
|
Bank of America
|
|
LA Fitness - Naperville
|
|
Naperville, IL
|
|
Retail
|
|
2007
|
|
45,000
|
|
6,607,750
|
|
10,750,000
|
827,501
|
|
LA Fitness
|
|
LA Fitness - League City
|
|
League City, TX
|
|
Retail
|
|
2008
|
|
45,000
|
|
5,755,583
|
|
9,450,000
|
665,625
|
|
LA Fitness
|
|
Walgreens - Evansville
|
|
Evansville, IN
|
|
Retail
|
|
2007
|
|
14,820
|
|
4,065,000
|
|
5,420,000
|
323,873
|
|
Walgreens
|
|
CarMax
|
|
Pineville, NC
|
|
Retail
|
|
2002
|
|
16,627
|
|
3,715,355
|
|
6,100,000
|
301,087
|
|
CarMax
|
|
H.H. Gregg
|
|
Grove City, OH
|
|
Retail
|
|
2008
|
|
30,583
|
|
3,662,395
|
|
6,000,000
|
317,667
|
|
H.H. Gregg
|
|
Kroger - LaGrange
|
|
LaGrange, GA
|
|
Retail
|
|
1985
|
|
63,448
|
|
3,642,260
|
|
5,900,000
|
430,641
|
|
Kroger
|
|
BE Aerospace
|
|
Winston-Salem, NC
|
|
Industrial
|
|
1987
|
|
89,600
|
|
3,116,038
|
|
4,800,000
|
267,865
|
|
BE Aerospace
|
|
Best Buy
|
|
Fayetteville, NC
|
|
Retail
|
|
1998
|
|
45,582
|
|
3,015,947
|
|
4,900,000
|
421,903
|
|
Best Buy
|
|
PetSmart
|
|
Daytona Beach, FL
|
|
Retail
|
|
1996
|
|
26,262
|
|
2,984,989
|
|
4,700,000
|
285,876
|
|
PetSmart
|
|
Jo-Ann’s
|
|
Independence, MO
|
|
Retail
|
|
1999
|
|
46,350
|
|
2,949,265
|
|
4,650,000
|
231,993
|
|
Jo-Ann’s
|
|
Academy Sports & Outdoors
|
|
Lufkin, TX
|
|
Retail
|
|
2003
|
|
60,750
|
|
2,799,623
|
|
4,570,000
|
321,346
|
|
Academy Sports
|
|
CVS - East 21st Street
|
|
Indianapolis, IN
|
|
Retail
|
|
1997
|
|
12,222
|
|
2,572,500
|
|
3,770,000
|
242,655
|
|
CVS
|
|
Walgreens - Cincinnati
|
|
Cincinnati, OH
|
|
Retail
|
|
2000
|
|
15,120
|
|
2,445,624
|
|
4,470,000
|
345,686
|
|
Walgreens
|
|
CVS - Crawfordsville Road
|
|
Indianapolis, IN
|
|
Retail
|
|
1998
|
|
10,125
|
|
2,317,787
|
|
3,430,000
|
232,191
|
|
CVS
|
|
CVS - Richland Hills
|
|
Richland Hills, TX
|
|
Retail
|
|
1997
|
|
10,908
|
|
1,982,547
|
|
3,940,000
|
249,545
|
|
CVS
|
|
StarPlex
|
|
Yukon, OK
|
|
Retail
|
|
2007
|
|
27,442
|
|
1,911,871
|
|
4,700,000
|
341,048
|
|
StarPlex
|
|
CVS - River Oaks
|
|
River Oaks, TX
|
|
Retail
|
|
1996
|
|
10,908
|
|
1,768,380
|
|
3,625,000
|
225,713
|
|
CVS
|
|
Tractor Supply - Ellettsville
|
|
Ellettsville, IN
|
|
Retail
|
|
2010
|
|
19,097
|
|
1,752,616
|
|
2,875,000
|
187,621
|
|
Tractor Supply
|
|
Tractor Supply - Lowville
|
|
Lowville, NY
|
|
Retail
|
|
2010
|
|
19,097
|
|
1,461,756
|
|
2,400,000
|
109,602
|
|
Tractor Supply
|
|
Ferguson Enterprises - Shallotte
|
|
Shallotte, NC
|
|
Mixed Use
|
|
2006
|
|
17,280
|
|
1,422,389
|
|
2,320,000
|
165,483
|
|
Ferguson Enterprises
|
|
Ferguson Enterprises - Auburn
|
|
Auburn, AL
|
|
Industrial
|
|
2007
|
|
15,504
|
|
1,252,435
|
|
2,050,000
|
115,034
|
|
Ferguson Enterprises
|
|
Ferguson Enterprises - Cohasset
|
|
Cohasset, MN
|
|
Industrial
|
|
2007
|
|
14,300
|
|
665,711
|
|
1,300,000
|
81,076
|
|
Ferguson Enterprises
|
|
Total:
|
|
|
|
|
|
|
|
1,558,061
|
|
$102,134,091
|
|
$170,770,000
|
$11,345,442
|
|
|
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.
|
|
Annex A-3-14
|
|
|
Historical and Current Occupancy
|
|
|
Property
|
Single Tenant
(Yes / No)
|
2010
|
2011
|
2012
|
Current(1)
|
|
|
J. Jill Distribution Center
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Home Depot / Art Van Furniture
|
No
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
FedEx
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Bank of America
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
LA Fitness - Naperville
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
LA Fitness - League City
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Walgreens - Evansville
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
CarMax
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
H.H. Gregg
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Kroger - LaGrange
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
BE Aerospace
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Best Buy
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
PetSmart
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Jo-Ann’s
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Academy Sports & Outdoors
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
CVS - East 21st Street
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Walgreens - Cincinnati
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
CVS - Crawfordsville Road
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
CVS - Richland Hills
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
StarPlex
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
CVS - River Oaks
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Tractor Supply - Ellettsville
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Tractor Supply - Lowville
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Ferguson Enterprises - Shallotte
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Ferguson Enterprises - Auburn
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Ferguson Enterprises - Cohasset
|
Yes
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
Total / Weighted Average
|
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
(1)
|
Current Occupancy is as of July 26, 2013.
|
|
Tenant Summary(1)
|
|
|
Tenant
|
Property Name
|
Ratings(2)
Moody’s/S&P/
Fitch
|
Net
Rentable
Area (SF)
|
2012
Sales
($ Million)
|
Occupancy
Cost
|
% of
Total
NRA
|
UW Base
Rent
PSF(3)
|
Lease
Expiration
Date
|
|
|
J. Jill
|
J. Jill Distribution Center
|
NA / NA / NA
|
573,000
|
|
N/A
|
|
N/A
|
|
36.8%
|
$4.00
|
|
9/30/2030
|
|
|
Home Depot
|
Home Depot / Art Van Furniture
|
A3 / A- / A-
|
133,571
|
|
$ 29.0(4)
|
|
4.5%
|
|
8.6%
|
$9.75
|
|
1/31/2028
|
|
|
LA Fitness(5)
|
Multiple
|
NA / NA / NA
|
90,000
|
|
N/A
|
|
N/A
|
|
5.8%
|
$19.00
|
|
3/31/2023
|
|
|
BE Aerospace
|
BE Aerospace
|
Ba1 / BB+ / NA
|
89,600
|
|
N/A
|
|
N/A
|
|
5.8%
|
$4.75
|
|
12/31/2018
|
|
|
Art Van Furniture
|
Home Depot / Art Van Furniture
|
NA / NA / NA
|
84,505
|
|
N/A
|
|
N/A
|
|
5.4%
|
$6.00
|
|
6/18/2024
|
|
|
Kroger
|
Kroger - LaGrange
|
Baa2 / BBB / BBB
|
63,448
|
|
$28.2
|
|
1.9%
|
|
4.1%
|
$8.37
|
|
1/31/2018
|
|
|
Academy Sports
|
Academy Sports & Outdoors
|
NA / NA / NA
|
60,750
|
|
N/A
|
|
N/A
|
|
3.9%
|
$6.25
|
|
6/30/2024
|
|
|
FedEx
|
FedEx
|
Baa1 / BBB / NA
|
56,360
|
|
N/A
|
|
N/A
|
|
3.6%
|
$14.57
|
|
7/31/2023
|
|
|
Bank of America
|
Bank of America
|
Baa2 / A- / A
|
54,600
|
|
N/A
|
|
N/A
|
|
3.5%
|
$16.48
|
|
1/30/2036
|
|
|
Ferguson Enterprises(6)
|
Multiple
|
NA / NA / NA
|
47,084
|
|
N/A
|
|
N/A
|
|
3.0%
|
$9.03
|
|
8/31/2023
|
|
|
(1)
|
Based on the underwritten rent roll.
|
|
(2)
|
Ratings provided are for the parent company of the
entity listed in the “Tenant” field whether or not the
parent company guarantees the lease.
|
|
(3)
|
UW Base Rent PSF is adjusted downwards for any mark to
market adjustments.
|
|
(4)
|
Home Depot sales are for the trailing twelve month
period ending January 2012.
|
|
(5)
|
LA Fitness has two leases in the portfolio and the lease
expiration date listed above reflects the earliest
expiration date. LA Fitness leases 45,000 square feet
at LA Fitness - Naperville expiring March 31, 2023 and
leases 45,000 square feet at LA Fitness - League City
expiring October 31, 2023.
|
|
(6)
|
Ferguson Enterprises has three leases in the portfolio
and all three leases expire on August 31, 2023. In
total, Ferguson Enterprises has 17,280 square feet in
Ferguson Enterprises - Shallotte, 15,504 square feet in
Ferguson Enterprises - Auburn and 14,300 square feet in
Ferguson Enterprises - Cohasset.
|
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.
|
|
Annex A-3-15
|
|
|
Lease Rollover Schedule(1)
|
|
|
Year
|
Number
of Leases Expiring
|
Net
Rentable
Area
Expiring
|
% of
NRA
Expiring
|
UW Base Rent
Expiring
|
% of Base
Rent
Expiring
|
Cumulative
Net
Rentable
Area
Expiring
|
Cumulative
% of NRA
Expiring
|
Cumulative
Base Rent
Expiring
|
Cumulative
% of Base
Rent
Expiring
|
|
Vacant
|
NAP
|
0
|
|
0.0%
|
|
NAP
|
|
NAP
|
|
0
|
|
0.0%
|
NAP
|
|
NAP
|
|
|
2013
|
0
|
0
|
|
0.0
|
|
$0
|
|
0.0%
|
|
0
|
|
0.0%
|
$0.0
|
|
0.0%
|
|
|
2014
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
0
|
|
0.0%
|
$0.0
|
|
0.0%
|
|
|
2015
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
0
|
|
0.0%
|
$0.0
|
|
0.0%
|
|
|
2016
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
0
|
|
0.0%
|
$0.0
|
|
0.0%
|
|
|
2017
|
2
|
21,816
|
|
1.4
|
|
522,878
|
|
3.7
|
|
21,816
|
|
1.4%
|
$522,878
|
|
3.7%
|
|
|
2018
|
2
|
153,048
|
|
9.8
|
|
956,726
|
|
6.9
|
|
174,864
|
|
11.2%
|
$1,479,604
|
|
10.6%
|
|
|
2019
|
1
|
45,582
|
|
2.9
|
|
478,611
|
|
3.4
|
|
220,446
|
|
14.1%
|
$1,958,215
|
|
14.0%
|
|
|
2020
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
220,446
|
|
14.1%
|
$1,958,215
|
|
14.0%
|
|
|
2021
|
1
|
26,262
|
|
1.7
|
|
315,144
|
|
2.3
|
|
246,708
|
|
15.8%
|
$2,273,359
|
|
16.3%
|
|
|
2022
|
2
|
73,792
|
|
4.7
|
|
817,789
|
|
5.9
|
|
320,500
|
|
20.6%
|
$3,091,148
|
|
22.2%
|
|
|
2023
|
9
|
250,779
|
|
16.1
|
|
4,038,912
|
|
28.9
|
|
571,279
|
|
36.7%
|
$7,130,061
|
|
51.1%
|
|
|
2024 & Beyond
|
10
|
986,782
|
|
63.3
|
|
6,821,623
|
|
48.9
|
|
1,558,061
|
|
100.0%
|
$13,951,683
|
|
100.0%
|
|
|
Total
|
27
|
1,558,061
|
|
100.0%
|
|
$13,951,683
|
|
100.0%
|
|
|
|
|
|
|
|
|
(1) Based
on the underwritten rent roll.
|
Underwritten Net Cash Flows(1)
|
|
|
In Place(2)
|
Underwritten
|
Per Square
Foot
|
%(3)
|
|
Rents in Place(4)
|
$13,867,737
|
|
$14,657,954
|
|
$9.41
|
|
79.1%
|
|
Mark to Market(5)
|
0
|
|
(787,144)
|
|
(0.51)
|
|
(4.2)
|
|
Straight Line Rent(6)
|
0
|
|
80,873
|
|
0.05
|
|
0.4
|
|
Gross Potential Rent
|
$13,867,737
|
|
$13,951,683
|
|
$8.95
|
|
75.3%
|
|
Total Reimbursements(7)
|
4,574,689
|
|
4,574,689
|
|
2.94
|
|
24.7
|
|
Net Rental Income
|
$18,442,426
|
|
$18,526,372
|
|
$11.89
|
|
100.0%
|
|
(Vacancy/Credit Loss)
|
0
|
|
(1,603,130)
|
|
(1.03)
|
|
(8.7)
|
|
Other Income
|
0
|
|
0
|
|
0.00
|
|
0.0
|
|
Effective Gross Income
|
$18,442,426
|
|
$16,923,242
|
|
$10.86
|
|
91.3%
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
$4,605,736
|
|
$4,605,736
|
|
$2.96
|
|
27.2%
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income
|
$13,836,690
|
|
$12,317,506
|
|
$7.91
|
|
72.8%
|
|
|
|
|
|
|
|
|
|
|
Total TI/LC, Capex/RR
|
972,064
|
|
972,064
|
|
0.62
|
|
5.7
|
|
Net Cash Flow
|
$12,864,626
|
|
$11,345,442
|
|
$7.28
|
|
67.0%
|
|
(1)
|
The borrower acquired the properties as part of the loan
origination; therefore, historical operating statements were not
available.
|
|
(2)
|
Rents In Place reflect the lender’s underwriting, but does not
include rent steps, lender’s vacancy adjustment, mark-to-market
rent adjustment and straight-line rent.
|
|
(3)
|
Percentage column represents percent of Net Rental Income for
all revenue lines and represents percent of Effective Gross
Income for the remainder of fields.
|
|
(4)
|
Underwritten Rents In Place are based on tenant leases including
rent steps through June 2014.
|
|
(5)
|
All non-investment grade rated tenant rents were marked to
market if in-place rent was greater than the appraisal’s
concluded market rent.
|
|
(6)
|
A straight-line rent adjustment was made for all investment
grade tenants whose lease expires after the loan term.
|
|
(7)
|
All leases are NNN, and with the exception of the Art Van
Furniture tenant lease, provide for reimbursement of management
fees.
|
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.
|
|
Annex A-3-16
|
|
Escrows and Reserves. At
origination, the borrower deposited into escrow $141,009 for required
repairs, $115,467 for real estate taxes, $253,515 towards free rent
related to the Art Van Furniture lease and $105,631 towards outstanding
tenant improvements related to the Art Van Furniture lease.
Tax Escrows - For properties where a tenant is not obligated to
(and is not in default of its obligation to) pay taxes, the borrower is
required to escrow 1/12 of the annual estimated real estate tax payments
monthly, which currently equates to $39,726.
Insurance Escrows - At the option of the lender, if the liability
or casualty policies maintained by the borrower do not constitute an
approved blanket or umbrella policy (or if the lender otherwise requires
the borrower to obtain separate policies in accordance with the loan
agreement), the borrower is required to escrow 1/12 of the annual
estimated insurance premiums monthly.
Replacement Reserves - On a monthly basis, the
borrower is required to escrow $16,086 (approximately $0.12 per square
foot annually) for replacement reserves.
TI/LC Reserves - On
a monthly basis, the
borrower is required to escrow $64,919 (approximately $0.50 per square
foot annually) for TI/LC reserves. In lieu of the borrower making this
monthly deposit, the borrower may deliver to the lender a letter of
credit in an amount not less than the amount of deposits required to be
made by the borrower for the twelve calendar month period following the
date such letter of credit is delivered to lender. The letter of credit
must be irrevocable and have an initial term of not less than one year,
with automatic renewals for one year periods and from a bank or other
financial institution acceptable to lender and rated not less than “AA-”
by Fitch and S&P and “Aa3” by Moody’s. Also see “Lockbox
/ Cash Management”
below for information on TI/LC reserves required upon a Spirit Portfolio
TI/LC Cash Sweep Triggering Event.
Lockbox / Cash Management. The
loan is structured with a CMA lockbox. The borrower was required to send
notice to all tenants instructing them to deposit all rents and other
payments into the lockbox account. The funds are then returned daily to
an account controlled by the borrower until the occurrence of a “Spirit
Portfolio Triggering Event” or a “Spirit Portfolio TI/LC Cash Sweep
Triggering Event”. During the continuance of a Spirit Portfolio
Triggering Event or Spirit Portfolio TI/LC Cash Sweep Triggering Event,
all rents will be swept to a segregated cash management account and held
in trust for the benefit of the lender. The lender will have a first
priority security interest in the cash management account. Upon the
occurrence and during the continuance of a Spirit Portfolio Triggering
Event, all excess cash flow deposited into the cash management account
will be, after payment of debt service, required reserves and approved
budgeted operating expenses, held as additional security for the loan.
Upon the occurrence and during the continuance of a Spirit Portfolio
TI/LC Cash Sweep Triggering Event, to the extent that the amounts on
deposit in the TI/LC reserve account are insufficient to pay the tenant
improvement and leasing commission amounts set forth in the loan
documents, funds remaining after payment of debt service, required
reserves and approved budgeted operating expenses will be transferred to
the TI/LC reserve account, until such time as the tenant improvement and
leasing commission amounts set forth in the loan documents are met.
A “Spirit
Portfolio Triggering Event” means the occurrence of (i) the DSCR
as calculated under the loan documents based on the trailing
twelve-month period falling below 1.20x or (ii) an event of default.
A “Spirit
Portfolio TI/LC Cash Sweep Triggering Event” means a period
commencing upon (i) any tenant or tenants with cumulative allocated loan
amounts of more than five percent of the outstanding principal balance
of the loan files for bankruptcy or other insolvency proceedings,
substantially cease operations, give notice of intent to substantially
cease operations, or otherwise “goes dark”, however investment grade
tenants will only be considered under this clause (x) during the last
two years of the term of the loan and/or (y) during the last two years
of the term of such tenant’s lease, (ii) any tenant does not renew any
lease by the renewal notice date or terminates its lease early or (iii)
any tenant has defaults in any material respect under the terms of its
lease. The Spirit Portfolio TI/LC Cash Sweep Triggering Event will end
when (i) the tenant renews their lease or new leases have been executed
for vacant/dark spaces, (ii) the tenant is no longer subject to any
bankruptcy or insolvency proceedings and/or (iii) any and all events of
default on leases have been cured. The Spirit Portfolio TI/LC Cash Sweep
Triggering Event cash flow sweep is subject to a cap for each property
more fully described in the loan agreement.
Release of Properties. The
borrower may obtain the release of a property or properties from the
collateral for the loan, after (other than in connection with certain
condemnation and casualty events, in which case such release may occur
prior to the expiration of the lockout period), the expiration of a
twenty-four month lockout period by paying an additional “Spirit Release
Price” and subject to certain conditions set forth in the loan documents
(other than in connection with certain condemnation and casualty events,
which such release may not be subject to the following), including but
not limited to: (i) the debt service coverage ratio as calculated in the
loan documents after giving effect to such release is greater than the
greater of (x) debt service coverage ratio for the loan existing on the
origination date, and (y) the debt service coverage ratio for the loan
immediately prior to such release; (ii) the loan-to-value ratio as
calculated in the loan documents after such release is no greater than
59.8%; (iii) receipt of rating agency confirmation; (iv) no event of
default under the loan has occurred and is continuing; and (v) such
release complies with REMIC requirements which are customary for
securitized loans. Other than in connection with certain condemnation
and casualty events, the borrower is also required to pay to the lender
any applicable yield maintenance premium. “Spirit
Release Price”
means, with respect to any property, an amount equal to the greater of
(a) (i) with respect to properties with allocated loan amounts
representing the first 10% of the loan amount to be released, 115% of
the allocated loan amount with respect to such property, and (ii) after
the date that properties with allocated loan amounts in excess of 10% of
the loan amount have been released, 120% of the allocated loan amount
with respect to such individual property, and (b) the net sales proceeds
applicable to such 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.
|
|
Annex A-3-17
|
|
Substitution of Properties. The
borrower may substitute a property or properties from the collateral for
the loan subject
to terms and conditions set forth in the loan documents, including but
not limited to: (i) the substitute property is acceptable to the lender
in the lender’s sole discretion, (ii) the aggregate substitution does
not exceed fifteen 15% of the original principal balance of the loan,
(iii) the debt service coverage ratio as calculated in the loan
documents after giving effect to such release is greater than the
greater of (A) the debt service coverage ratio for the loan existing on
the origination date, and (B) the debt service coverage ratio for the
loan immediately prior to such release, (iv) the loan-to-value ratio as
calculated in the loan documents after such release is no greater than
59.8%, (v) the debt yield for the properties is greater than the greater
of (A) the debt yield for all of the properties on the origination date
of the loan and (B) the debt yield for all of the properties (including
the property to be substituted) immediately prior to the substitution,
(vi) the debt yield for the substitute property, based on its allocated
loan amount, is greater than the greater of (A) the debt yield for the
exchanged property, based on its allocated loan amount, as of the
origination date of the loan, and (B) the debt yield for the exchanged
property, based on its allocated loan amount, immediately prior to the
substitution, (vii) appraisal value equal to or greater than the
exchanged property, (viii) an acceptable phase I environmental report
and a physical condition report and survey have been obtained, (ix)
rating agency confirmation and (x) determination by lender that the
aggregate fair market value of the properties securing the loan at the
time of such determination is at least 80.0% of the amount of the loan.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT
COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM
SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A
SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THE OFFER OR SALE IS NOT PERMITTED.
|
|
Annex A-3-18
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
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.
|
|
Annex A-3-19
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
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.
|
|
Annex A-3-20
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
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.
|
|
Annex A-3-21
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
|
Mortgage Loan Information
|
|
Property Information
|
|
Mortgage Loan Seller:
|
JPMCB
|
|
Single Asset / Portfolio:
|
Single Asset
|
|
Original Principal Balance(1):
|
$87,500,000
|
|
Title(2):
|
Fee/Leasehold
|
|
Cut-off Date Principal Balance(1):
|
$87,500,000
|
|
Property Type - Subtype:
|
Mixed Use - Office/Retail
|
|
% of Pool by IPB:
|
7.6%
|
|
Net Rentable Area (SF):
|
169,486
|
|
Loan Purpose:
|
Refinance
|
|
Location:
|
New York, NY
|
|
Borrowers(3):
|
Various
|
|
Year Built / Renovated:
|
1954 / 2013
|
|
Sponsor:
|
Western Heritable Investment
Company (U.S.) Ltd
|
|
Occupancy(4):
|
96.7%
|
|
|
Occupancy Date:
|
5/1/2013
|
|
Interest Rate:
|
4.09300%
|
|
Number of Tenants:
|
68
|
|
Note Date:
|
5/31/2013
|
|
2010 NOI:
|
$6,293,313
|
|
Maturity Date:
|
6/1/2023
|
|
2011 NOI:
|
$6,520,702
|
|
Interest-only Period:
|
120 months
|
|
2012 NOI:
|
$6,406,590
|
|
Original Term:
|
120 months
|
|
UW Economic Occupancy(4):
|
96.1%
|
|
Original Amortization:
|
None
|
|
UW Revenues(4):
|
$20,556,725
|
|
Amortization Type:
|
Interest Only
|
|
UW Expenses:
|
$5,431,274
|
|
Call Protection:
|
L(26),Def(90),O(4)
|
|
UW NOI(5):
|
$15,125,452
|
|
Lockbox:
|
Hard
|
|
UW NCF:
|
$14,533,173
|
|
Additional Debt:
|
Yes
|
|
Appraised Value / Per SF:
|
$295,000,000 / $1,741
|
|
Additional Debt Balance:
|
$87,500,000
|
|
Appraisal Date:
|
5/1/2013
|
|
Additional Debt Type:
|
Pari Passu
|
|
|
|
|
|
|
|
|
|
|
Escrows and Reserves(6)
|
|
Financial Information(1)
|
|
|
Initial
|
Monthly
|
Initial Cap
|
|
Cut-off Date Loan / SF:
|
$1,033
|
|
Taxes:
|
$954,783
|
$158,982
|
N/A
|
|
Maturity Date Loan / SF:
|
$1,033
|
|
Insurance:
|
$156,863
|
$13,072
|
N/A
|
|
Cut-off Date LTV:
|
59.3%
|
|
Replacement Reserves:
|
$4,237
|
$4,237
|
$152,537
|
|
Maturity Date LTV:
|
59.3%
|
|
TI/LC:
|
$18,748
|
$18,748
|
$449,944
|
|
UW NCF DSCR:
|
2.00x
|
|
Other:
|
$12,660,172
|
$0
|
N/A
|
|
UW NOI Debt Yield:
|
8.6%
|
|
|
|
|
|
|
|
|
|
Sources and Uses
|
|
Sources
|
Proceeds
|
|
% of Total
|
|
Uses
|
Proceeds
|
|
% of Total
|
|
Mortgage Loan(1)
|
$175,000,000
|
|
100.0%
|
|
Payoff Existing Debt
|
$89,197,907
|
|
51.0%
|
|
|
|
|
|
|
Return of Equity
|
67,621,791
|
|
38.6
|
|
|
|
|
|
|
Upfront Reserves
|
13,794,802
|
|
7.9
|
|
|
|
|
|
|
Closing Costs
|
4,385,499
|
|
2.5
|
|
Total Sources
|
$175,000,000
|
|
100.0%
|
|
Total Uses
|
$175,000,000
|
|
100.0%
|
|
(1)
|
589 Fifth Avenue is part of a loan evidenced by two pari
passu notes with an aggregate principal balance of $175.0
million. The Financial Information presented in the chart above
reflects the entire $175.0 million 589 Fifth Avenue Whole Loan.
|
|
(2)
|
The loan is secured in part by a leasehold mortgage, but the
affiliated fee owner has also mortgaged the fee interest as
collateral.
|
|
(3)
|
For a full description of the borrowers, please refer to “The
Borrowers” below.
|
|
(4)
|
Occupancy, UW Economic Occupancy and UW Revenues include a
57,000 square foot lease to H&M and a 3,065 square foot lease to
Assael, Inc., which have been executed, but the tenants have not
yet taken occupancy. The spaces are currently under
construction. The H&M store is expected to open for the 2013
holiday season and Assael, Inc. is expected to take occupancy by
September 2013. Both tenants began paying full contractual rent
on July 1, 2013.
|
|
(5)
|
The increase in the UW NOI from the 2012 NOI is primarily due to
a new 57,000 square foot lease to H&M with a rent commencement
date of July 1, 2013.
|
|
(6)
|
For a full description of Escrows and Reserves, please refer to
“Escrows
and Reserves” below.
|
The Loan. The
589 Fifth Avenue loan is secured by a first mortgage lien on a 169,486
square foot mixed use office and retail building located on Fifth Avenue in
New York City. The loan has an outstanding principal balance of $175.0
million (the “589
Fifth Avenue Whole Loan”), which is comprised of two pari
passu notes, Note A-1 and Note A-2. Note A-2 has an outstanding
principal balance as of the Cut-off Date of $87.5 million and is being
contributed to the JPMBB 2013-C14 Trust. The holder of Note A-1 (the “Controlling
Noteholder”) is the trustee of the JPMCC 2013-C13 Trust (or, prior to
the occurrence and continuance of a control event, the directing
certificateholder of the JPMCC 2013-C13 Trust) and will be entitled to
exercise all of the rights of the Controlling Noteholder with respect to the
related 589 Fifth Avenue Whole Loan; however, the holder of Note A-2 will be
entitled, under certain circumstances, to be consulted with respect to
certain major decisions. The 589 Fifth Avenue Whole Loan has a 10-year term
and will be interest-only for the entire term of the loan. The previously
existing mortgage debt was securitized in BACM 2005-2.
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.
|
|
Annex A-3-22
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
The Borrowers. The
borrowing entities for the loan are 589 Fifth TIC I LLC, 589 Fifth TIC II
LLC, Jewelry Space on Fifth LLC and Fifth Avenue Retail LLC, each a Delaware
limited liability company and special purpose entity. The borrowers own the
property as tenants-in-common.
The Sponsor. The
loan’s sponsor and nonrecourse carve-out guarantor is Western Heritable
Investment Company (U.S.) Ltd (“Western
Heritable”). Western
Heritable is the North American subsidiary of Western Heritable Investment
Company, Ltd, based in the United Kingdom. Western Heritable is a private
property investment company controlled by the Mactaggart family since 1893.
The Property. 589
Fifth Avenue is a Class A- mixed-use office/retail property located on the
southeast corner of Fifth Avenue and East 48th Street in Midtown Manhattan.
The 17-story property is comprised of approximately 57,000 square feet of
retail space 100% leased to H&M that consists of the basement and first five
floors of the building, and 112,486 square feet of office space located on
floors 6 through 17 of the building. The property was constructed in 1954
and was completely renovated in 1991 as an office and showroom building for
diamond dealers. As of May 2013, the property was 96.7% leased by 68
tenants. The property features approximately 70 feet of frontage along Fifth
Avenue and 150 feet along East 48th Street.
The
largest tenant at the property, H&M, recently executed a 20-year, 57,000
square foot lease (34.0% of the net rentable area) with a rent commencement
date of July 1, 2013. This location will serve as H&M’s new flagship store
and will be their first full concept store that will offer all of H&M’s
signature apparel collections as well as special departments for cosmetics,
home décor, plus sizes, maternity and children’s fashion. The initial
contract base rent is $12.7 million ($222.81 per square foot) annually for
all six levels, with 9.0% increases every three years thereafter. The
weighted average rent of $222.81 per square foot is based on rents per
square foot of $1,000 for the ground floor space, $200 for the second floor,
$70 for floors three through five and $100 for the basement space. The lease
is guaranteed by H&M’s parent company, H&M Hennes & Mauritz AB. H&M’s parent
company trades on the Stockholm exchange and reported sales of approximately
$18.5 billion in 2012 with no long-term debt. According to the sponsor, H&M
plans to spend approximately $30.0 million on the store build-out in
addition to the $4.5 million provided by the sponsor as part of the lease.
The H&M space is currently under construction and the store is expected to
open for the 2013 holiday shopping season. The appraiser identified seven
comparable ground floor leases along Fifth Avenue with rents ranging from
approximately $959 to $1,120 per square foot after the appraiser’s
adjustments.
As of May
2013, the office portion of the property, which totals approximately 112,486
square feet on floors 6 through 17 of the building, was 95.0% leased by 67
tenants. The property is located within the Jewelry District, which
according to the appraisal is informally identified as the area between West
46th and 48th Streets from Fifth Avenue to the Avenue of the Americas. New
York City is one of the diamond and jewelry capitals of the world, and
according to the appraisal, over 90% of all diamonds that enter the United
States pass through Manhattan and the Jewelry District. The district
contains two of the ten major exchanges in the world, The Diamond Dealers
Club and The Diamond Trade Association, where billions of dollars in jewelry
are exchanged annually. Due to the property’s location, the office space
primarily caters to tenants involved in the diamond and jewelry industry
with tenants using their spaces as offices, showrooms, stores and shops
concentrated with precious gems, gold and silver to be purchased, cut, set
and sold. Overall, the office tenancy of the property is very granular, with
the largest office tenant, William Goldberg Diamonds, occupying 5,908 square
feet (3.5% of the net rentable area).
According
to the appraisal, the property falls within the Madison/Fifth Avenue
submarket within the Midtown office market. As of the first quarter of 2013,
Class A office space within the submarket totaled approximately 21.6 million
square feet with a vacancy rate of 12.2% and asking rents of $103.42 per
square foot. The appraiser identified eight competitive properties with
office components ranging from approximately 82,000 to 340,000 square feet
that reported a weighted average occupancy of 92.5% with asking rents of $55
to $77 per square foot. According to the appraisal, the new 745,000 square
foot International Gem Tower, which is located within the Jewelry District,
is scheduled to be completed in the second quarter of 2013. Of the total
building, 292,500 square feet will be rentable office space and the
remaining will be sold as office condominiums.
|
Historical and Current Occupancy(1)
|
|
2010
|
2011
|
2012(2)
|
Current(2)(3)
|
|
91.0%
|
93.0%
|
95.0%
|
96.7%
|
|
(1)
|
Historical Occupancies are as of December 31 of each respective
year.
|
|
(2)
|
Occupancy includes a 57,000 square foot lease to H&M and a 3,065
square foot lease to Assael, Inc., which have executed leases
but have not yet taken occupancy. The spaces are currently under
construction. The H&M store is expected to open for the 2013
holiday season and Assael, Inc. is expected to take occupancy by
September 2013. Both tenants began paying full contractual rent
on July 1, 2013.
|
|
(3)
|
Current Occupancy is as of May 1, 2013.
|
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.
|
|
Annex A-3-23
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
|
Tenant Summary(1)
|
|
|
Tenant
|
Ratings
Moody’s/S&P/Fitch
|
Net Rentable
Area (SF)
|
% of
Total NRA
|
Base Rent
PSF
|
Lease Expiration
Date
|
|
H&M(2)
|
NA / NA / NA
|
57,000
|
|
33.6%
|
|
$222.81
|
|
7/31/2033
|
|
|
William Goldberg Diamonds
|
NA / NA / NA
|
5,908
|
|
3.5%
|
|
$36.40
|
|
6/30/2014
|
|
|
Fine Jewelry In Platinum
|
NA / NA / NA
|
5,407
|
|
3.2%
|
|
$70.79
|
|
5/31/2015
|
|
|
Windsor Jewelers Inc.
|
NA / NA / NA
|
5,272
|
|
3.1%
|
|
$75.37
|
|
5/31/2017
|
|
|
Safdico USA
|
NA / NA / NA
|
4,441
|
|
2.6%
|
|
$70.30
|
|
6/30/2016
|
|
|
T. Gluck
|
NA / NA / NA
|
3,905
|
|
2.3%
|
|
$35.10
|
|
10/31/2014
|
|
|
Dalumi Diamond Corp.
|
NA / NA / NA
|
3,078
|
|
1.8%
|
|
$35.65
|
|
1/31/2015
|
|
|
Rare 1 Corporation
|
NA / NA / NA
|
3,075
|
|
1.8%
|
|
$70.00
|
|
1/31/2020
|
|
|
Assael, Inc.(3)
|
NA / NA / NA
|
3,065
|
|
1.8%
|
|
$63.91
|
|
3/31/2018
|
|
|
Siegelson’s Diamond
|
NA / NA / NA
|
3,013
|
|
1.8%
|
|
$94.90
|
|
1/31/2015
|
|
|
(1)
|
Based on the underwritten rent roll.
|
|
(2)
|
H&M has an executed lease but has not yet taken occupancy. The
H&M space is currently under construction and the store is
expected to open for the 2013 holiday shopping season.
|
|
(3)
|
Assael, Inc. has an executed lease but has not yet taken
occupancy. The Assael, Inc. space is currently under
construction and the tenant is expected to take occupancy by
September 2013.
|
|
Lease Rollover Schedule(1)
|
|
|
Year
|
Number
of Leases Expiring
|
Net
Rentable
Area
Expiring
|
% of
NRA
Expiring
|
Base Rent
Expiring
|
% of Base
Rent
Expiring
|
Cumulative
Net Rentable
Area
Expiring
|
Cumulative
% of NRA
Expiring
|
Cumulative
Base Rent
Expiring
|
Cumulative
% of Base
Rent
Expiring
|
|
Vacant
|
NAP
|
5,591
|
|
3.3
|
% |
NAP
|
|
NAP
|
|
5,591
|
|
3.3%
|
|
NAP
|
|
NAP
|
|
|
2013 & MTM
|
19
|
22,308
|
|
13.2
|
|
$1,694,897
|
|
8.4
|
% |
27,899
|
|
16.5%
|
|
$1,694,897
|
|
8.4%
|
|
|
2014
|
14
|
28,664
|
|
16.9
|
|
1,720,218
|
|
8.6
|
|
56,563
|
|
33.4%
|
|
$3,415,115
|
|
17.0%
|
|
|
2015
|
12
|
20,886
|
|
12.3
|
|
1,476,548
|
|
7.3
|
|
77,449
|
|
45.7%
|
|
$4,891,662
|
|
24.3%
|
|
|
2016
|
14
|
17,756
|
|
10.5
|
|
1,276,954
|
|
6.4
|
|
95,205
|
|
56.2%
|
|
$6,168,616
|
|
30.7%
|
|
|
2017
|
2
|
6,608
|
|
3.9
|
|
494,590
|
|
2.5
|
|
101,813
|
|
60.1%
|
|
$6,663,206
|
|
33.2%
|
|
|
2018
|
5
|
7,598
|
|
4.5
|
|
513,180
|
|
2.6
|
|
109,411
|
|
64.6%
|
|
$7,176,386
|
|
35.7%
|
|
|
2019
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
109,411
|
|
64.6%
|
|
$7,176,386
|
|
35.7%
|
|
|
2020
|
1
|
3,075
|
|
1.8
|
|
215,250
|
|
1.1
|
|
112,486
|
|
66.4%
|
|
$7,391,636
|
|
36.8%
|
|
|
2021
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
112,486
|
|
66.4%
|
|
$7,391,636
|
|
36.8%
|
|
|
2022
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
112,486
|
|
66.4%
|
|
$7,391,636
|
|
36.8%
|
|
|
2023
|
0
|
0
|
|
0.0
|
|
0
|
|
0.0
|
|
112,486
|
|
66.4%
|
|
$7,391,636
|
|
36.8%
|
|
|
2024 & Beyond
|
1
|
57,000
|
|
33.6
|
|
12,700,000
|
|
63.2
|
|
169,486
|
|
100.0%
|
|
$20,091,636
|
|
100.0%
|
|
|
Total
|
68
|
169,486
|
|
100.0
|
% |
$20,091,636
|
|
100.0
|
% |
|
|
|
|
|
|
|
|
|
(1)
|
Based on the underwritten rent roll.
|
|
Operating History and Underwritten Net Cash Flow
|
|
|
2010
|
2011
|
2012
|
Underwritten
|
Per
Square
Foot
|
%(1)
|
|
|
Rents in Place(2)
|
$9,257,707
|
|
$9,550,077
|
|
$9,422,749
|
|
$20,091,636
|
|
$118.54
|
|
94.0%
|
|
|
Vacant Income
|
0
|
|
0
|
|
0
|
|
391,370
|
|
2.31
|
|
1.8
|
|
|
Gross Potential Rent
|
$9,257,707
|
|
$9,550,077
|
|
$9,422,749
|
|
$20,483,006
|
|
$120.85
|
|
95.8%
|
|
|
Total Reimbursements
|
1,779,971
|
|
1,866,561
|
|
1,881,399
|
|
891,669
|
|
5.26
|
|
4.2
|
|
|
Net Rental Income
|
$11,037,678
|
|
$11,416,638
|
|
$11,304,148
|
|
$21,374,674
|
|
$126.11
|
|
100.0%
|
|
|
(Vacancy/Credit Loss)
|
0
|
|
0
|
|
0
|
|
(838,504)
|
|
(4.95)
|
|
(3.9)
|
|
|
Other Income
|
124,207
|
|
104,258
|
|
51,845
|
|
20,555
|
|
0.12
|
|
0.1
|
|
|
Effective Gross Income
|
$11,161,885
|
|
$11,520,896
|
|
$11,355,993
|
|
$20,556,725
|
|
$121.29
|
|
96.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
$4,868,572
|
|
$5,000,194
|
|
$4,949,403
|
|
$5,431,274
|
|
$32.05
|
|
26.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income
|
$6,293,313
|
|
$6,520,702
|
|
$6,406,590
|
|
$15,125,452
|
|
$89.24
|
|
73.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total TI/LC, Capex/RR
|
0
|
|
0
|
|
0
|
|
592,279
|
|
3.49
|
|
2.9
|
|
|
Net Cash Flow
|
$6,293,313
|
|
$6,520,702
|
|
$6,406,590
|
|
$14,533,173
|
|
$85.75
|
|
70.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Percentage column represents percent of Net Rental Income for
all revenue lines and represents percent of Effective Gross
Income for the remainder of fields.
|
|
(2)
|
Underwritten Rents in Place are higher than historical years
primarily due to a new 57,000 square foot lease to H&M. The
lease had a rent commencement date of July 1, 2013 and H&M is
expected to open for business prior to the 2013 holiday shopping
season.
|
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.
|
|
Annex A-3-24
|
|
|
Annex A-3
|
|
JPMBB 2013-C14
|
|
|
|
589 Fifth Avenue
|
Property Management. The property
is managed by Western Management Corporation, an affiliate of the sponsor.
Escrows and Reserves. At
origination, the borrowers deposited into escrow approximately $10.5 million
for outstanding tenant improvement and leasing commissions primarily
associated with the H&M lease, $1.1 million for deferred maintenance, $1.1
million for abated rents associated with H&M and Assael, Inc., $954,783 for
real estate taxes, $156,863 for insurance premiums, $18,748 for the initial
deposit to the TI/LC reserve and $4,237 for the initial deposit to the
replacement reserves.
Tax Escrows - The borrowers
are required to escrow 1/12 of the annual estimated tax payments monthly,
which currently equates to $158,982.
Insurance Escrows - The
borrowers are required to escrow 1/12 of the annual estimated insurance
premiums monthly, which currently equates to $13,072.
Replacement Reserves - On a monthly basis, the borrowers are required
to escrow $4,237 (approximately $0.30 per square foot annually) for
replacement reserves. The reserve is subject to a cap of $152,537 ($0.90 per
square foot).
TI/LC Reserves - On a monthly basis, the borrowers are required to
escrow $18,748 (approximately $1.33 per square foot annually) for tenant
improvements and leasing commissions. This reserve is subject to a cap of
$449,944 ($2.65 per square foot).
Lockbox / Cash Management. The
loan is structured with a hard lockbox and in-place cash management. The
borrower was required to send tenant direction letters to all tenants
instructing them to deposit all rents and payments into the lockbox account
controlled by the lender. All funds in the lockbox account are swept daily
to a cash management account under the control of the lender and disbursed
during each interest period of the loan term in accordance with the loan
documents. To the extent (i) the DSCR as calculated in the loan documents
based on the trailing three-month period falls below 1.10x, (ii) there is an
event of default under the loan documents or (iii) the borrower, its
managing member or property manager (unless replaced by a qualified property
manager within 60 days) becomes the subject of a bankruptcy, insolvency or
similar action, then all excess cash flow will be deposited into the cash
management account and will be held as additional collateral for the loan.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT
COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF
AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED.
|
|
Annex A-3-25
|
|
[THIS
PAGE INTENTIONALLY LEFT BLANK]
