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JP Morgan Chase Commercial Mortgage Securities

Filed: 26 Jul 21, 8:00pm

  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-226123-12
   

 

JULY [  ], 2021

 

BENCHMARK 2021-B28

Commercial Mortgage Trust

 

Draft Collateral Term Sheet

 

This material is for your information, and none of J.P. Morgan Securities LLC (“JPMS”), Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Drexel Hamilton, LLC and Academy Securities, Inc., (each individually, an “Underwriter”, and together, the ’’Underwriters’’) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

 

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-226123) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (800) 408-1016 or by emailing the ABS Syndicate Desk at abs synd@jpmorgan.com.

 

THE SECURITIES TO WHICH THIS INFORMATION RELATES WILL BE MORE FULLY DESCRIBED IN A PROSPECTUS (THE “PROSPECTUS”), WHICH IS NOT YET AVAILABLE. THE PROSPECTUS WILL CONTAIN MATERIAL INFORMATION THAT IS NOT CONTAINED IN THESE MATERIALS (INCLUDING WITHOUT LIMITATION A DETAILED DISCUSSION OF RISKS ASSOCIATED WITH AN INVESTMENT IN THE CERTIFICATES, UNDER THE HEADING “RISK FACTORS” IN THE PROSPECTUS).

 

Neither this document nor anything contained in this document shall form the basis for any contract or commitment whatsoever. The information contained in this document is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale. These materials are subject to change, completion or amendment from time to time. This information is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change.

 

J.P. Morgan is the marketing name for the investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by JPMS and its securities affiliates, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, National Association and its banking affiliates. JPMS is a member of SIPC and the NYSE. Securities and investment banking activities in the United States are performed by Deutsche Bank Securities Inc., a member of NYSE, FINRA and SIPC, and its broker-dealer affiliates. Lending and other commercial banking activities in the United States are performed by Deutsche Bank AG, acting through its New York Branch.

 

THE UNDERWRITERS 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 CERTIFICATE OR CONTRACT DISCUSSED IN THESE MATERIALS.

 

 

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Loan Pool 
 Initial Pool Balance (“IPB”):$1,375,277,299
 Number of Mortgage Loans:71
 Number of Mortgaged Properties:131
 Average Cut-off Date Balance per Mortgage Loan:$19,370,103
 Weighted Average Current Mortgage Rate:

3.39050%

 10 Largest Mortgage Loans as % of IPB:37.2%
 Weighted Average Remaining Term to Maturity(1):

112 months

 Weighted Average Seasoning:1 month
Credit Statistics 
 Weighted Average UW NCF DSCR(2):2.61x
 Weighted Average UW NOI DY(2)(3):10.3%
 Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(3)(4):57.1%
 Weighted Average Maturity Date LTV(1)(2)(4):53.1%
Other Statistics 
 % of Mortgage Loans with Additional Debt:11.4%
 % of Mortgaged Properties with Single Tenants:17.2%
Amortization 
 Weighted Average Original Amortization Term(5):352 months
 Weighted Average Remaining Amortization Term(5):352 months
 % of Mortgage Loans with Interest-Only:

62.5%

 % of Mortgage Loans with Amortizing Balloon:

17.1%

 % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon:

14.4%

 % of Mortgage Loans with Interest Only-ARD:

3.3%

 % of Mortgage Loans with Amortizing-ARD:2.7%
Lockbox / Cash Management(6) 
 % of Mortgage Loans with In-Place, Hard Lockboxes:57.2%
 % of Mortgage Loans with Springing Lockboxes:29.3%
 % of Mortgage Loans with In-Place, Soft Lockboxes:10.2%
 % of Mortgage Loans with No Lockbox:3.3%
 % of Mortgage Loans with Springing Cash Management:92.9%
 % of Mortgage Loans with In-Place Cash Management:7.1%
Reserves 
 % of Mortgage Loans Requiring Monthly Tax Reserves:73.0%
 % of Mortgage Loans Requiring Monthly Insurance Reserves:41.2%
 % of Mortgage Loans Requiring Monthly CapEx Reserves(7):68.1%
 % of Mortgage Loans Requiring Monthly TI/LC Reserves(8):57.1%
   
(1)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Remaining Term to Maturity and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 5, 10, 12, 15, 16, 20, 22, 25, and 27, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1 and 25, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 24, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000.

(4)In the case of Loan Nos. 10, 11, 32, 35, 39, 44, 45 and 53, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)Excludes 39 mortgage loans that are interest-only for the entire term.

(6)For a more detailed description of Lockbox / Cash Management, refer to “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Mortgaged Property Accounts” in the Preliminary Prospectus.

(7)CapEx Reserves include FF&E reserves for hotel properties.

(8)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by retail, office, industrial and mixed use properties.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Mortgage Loan Seller

Number of
Mortgage Loans

Number of
Mortgaged
Properties

Aggregate
Cut-off Date
Balance

% of

IPB

CREFI3672 $613,270,56044.6%
GACC(1)(2)1736 249,198,96318.1
JPMCB99 210,332,01515.3
GSMC(1)(3)77137,475,76210.0
GSMC/GACC(4)11  135,000,0009.8
CREFI/GACC(5)16   30,000,0002.2
Total71131$1,375,277,299100.0%

(1)In the case of Loan No. 1, the whole loan was co-originated by GSBI, DBRI and Bank of Montreal. In the case of Loan No. 12, the whole loan was co-originated by CREFI and DBRI. In the case of Loan No. 15, the whole loan was co-originated by GSBI and Argentic Real Estate Finance LLC. In the case of Loan No. 27, the whole loan was co-originated by GSBI and Bank of America, N.A.

(2)Each mortgage loan being sold by German American Capital Corporation (“GACC”) was originated or co-originated by either DBR Investments Co. Limited or Deutsche Bank AG, New York Branch, each an affiliate of GACC, and will be transferred to GACC on or prior to the Closing Date.

(3)Each mortgage loan being sold by Goldman Sachs Mortgage Company (“GSMC”) was originated or co-originated by an affiliate of GSMC, Goldman Sachs Bank USA (“GSBI”), and will be transferred to GSMC on or prior to the Closing Date.

(4)In the case of Loan No. 1, the whole loan was co-originated by GSBI, DBRI and Bank of Montreal. Loan No. 1 is evidenced by four promissory notes: (i) Note A-1-C-1 and A-1-C-3, with an aggregate principal balance of $103,950,000 as of the Cut-off Date, as to which GSMC is acting as mortgage loan seller, and (ii) Note A-2-C-1 and A-2-C-5, with a principal balance of $31,050,000 as of the Cut-off Date, as to which GACC is acting as mortgage loan seller.

(5)In the case of Loan No. 12, the whole loan was co-originated by CREFI and DBRI. Loan No. 12 is evidenced by two promissory notes: (i) Note A-1-2, with a principal balance of $15,000,000 as of the Cut-off Date, as to which CREFI is acting as mortgage loan seller, and (ii) Note A-2-1, with a principal balance of $15,000,000 as of the Cut-off Date, as to which GACC is acting as mortgage loan seller.

 

Ten Largest Mortgage Loans

 

No.Loan NameMortgage Loan SellerNo.
of Prop.
Cut-off Date Balance% of IPBSF / UnitsProperty TypeUW
NCF DSCR(1)
UW NOI DY(1)Cut-off Date LTV(1)(2)Maturity Date LTV(1)(2)
1One SoHo SquareGSMC, GACC1$135,000,0009.8%786,891Office4.88x13.6%34.8%34.8%
2The ZigguratCREFI1$59,065,0004.3%373,725Office3.66x13.1%63.6%63.6%
3Doral ConcourseCREFI1$56,000,0004.1%240,669Office2.95x10.5%58.2%58.2%
4909 Third Avenue FeeJPMCB1$45,000,0003.3%82,341Other1.10x3.6%23.4%23.4%
5College PointGSMC1$40,000,0002.9%331,130Retail1.81x7.0%59.8%59.8%
6Swingline BuildingCREFI1$40,000,0002.9%369,759Industrial2.81x10.7%38.1%38.1%
7U-Haul Sac 22GACC9$37,633,1932.7%282,197Self Storage1.92x10.8%55.3%37.6%
8Red Rose CommonsCREFI1$33,947,5012.5%263,453Retail1.76x10.6%64.1%49.6%
9Glenmuir of NapervilleCREFI1$33,040,0002.4%321Multifamily5.79x14.5%31.9%31.9%
10Watermark TempeGACC1$32,500,0002.4%309,176Mixed Use3.28x9.7%65.0%65.0%
            
 Top 3 Total/Weighted Average3$250,065,00018.2%  4.16x12.8%46.8%46.8%
 Top 5 Total/Weighted Average5$335,065,00024.4%  3.47x10.9%45.2%45.2%
 Top 10 Total/Weighted Average18$512,185,69437.2%  3.33x11.0%47.1%44.8%
(1)In the case of Loan Nos. 1, 5 and 10, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 1, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(2)In the case of Loan No. 10, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Companion Loan Summary
Loan No.Mortgage LoanNote(s)Original Balance ($)Cut-off Date Balance ($)Holder of NoteLead Servicer for Whole Loan (Y/N)Master Servicer Under Lead SecuritizationSpecial Servicer Under Lead Securitization
1One SoHo SquareA-1-S, A-2-S, A-3-$316,000,000$316,000,000SOHO 2021-SOHOYesKeyBankMidland
  S, B-1(1), B-2(1), B-3(1)      
  A-1-C-1, A-1-C-$135,000,000$135,000,000Benchmark 2021-B28No  
  3, A-2-C-1, A-2-      
  C-5      
  A-1-C-2$75,000,000$75,000,000GSBINo  
  A-1-C-4$50,000,000$50,000,000GSBINo  
  A-1-C-5$50,000,000$50,000,000GSBINo  
  A-1-C-6$20,000,000$20,000,000GSBINo  
  A-1-C-7$20,000,000$20,000,000GSBINo  
  A-1-C-8$2,353,868$2,353,868GSBINo  
  A-2-C-2$20,000,000$20,000,000DBRINo  
  A-2-C-3$20,000,000$20,000,000DBRINo  
  A-2-C-4$16,000,000$16,000,000DBRINo  
  A-2-C-6$8,822,928$8,822,928DBRINo  
  A-3-C-1$24,000,000$24,000,000BMONo  
  A-3-C-2$16,000,000$16,000,000BMONo  
  A-3-C-3$11,823,204$11,823,204BMONo  
  Total$785,000,000$785,000,000    
5College PointA-1$40,000,000$40,000,000Benchmark 2021-B28YesMidlandMidland
  A-2$30,000,000$30,000,000GSBINo  
  Total$70,000,000$70,000,000    
10Watermark TempeA-2$32,500,000$32,500,000Benchmark 2021-B28No(2)  
  A-1$32,500,000$32,500,000DBRIYes(2)(2)
  A-3$20,000,000$20,000,000DBRINo  
  A-4$15,000,000$15,000,000DBRINo  
  A-5$11,000,000$11,000,000DBRINo  
  A-6$10,000,000$10,000,000DBRINo  
  Total$121,000,000$121,000,000DBRI   
12Huntsville Office PortfolioA-1-2, A-2-1$30,000,000$30,000,000Benchmark 2021-B28No(2)(2)(2)
 A-1-1$15,000,000$15,000,000CREFIYes  
  A-1-3$10,000,000$10,000,000CREFINo  
  A-2-2$15,000,000$15,000,000GACCNo  
  A-2-3$10,000,000$10,000,000GACCNo  
  Total$80,000,000$80,000,000    
15

Woodbridge Corporate Plaza Leased Fee

 

A-1$27,500,000$27,481,667Benchmark 2021-B28YesMidlandMidland
 A-2$22,500,000$22,485,000MSC 2021-L6No  
 Total$50,000,000$49,966,667    
16ExchangeRight Net Leased Portfolio #48A-1$27,000,000$27,000,000Benchmark 2021-B28YesMidlandMidland
 A-2$20,035,000$20,035,000CREFINo  
  Total$47,035,000$47,035,000    
202 WashingtonA-3$25,000,000$25,000,000Benchmark 2021-B28No  
  A-1$50,000,000$50,000,000DBRIYes(2)(2)
  A-2$30,000,000$30,000,000DBRINo  
  A-4$16,500,000$16,500,000DBRINo  
  A-5$10,000,000$10,000,000DBRINo  
  Total$131,500,000$131,500,000    
22

Colonnade Corporate Center

 

A-1$60,000,000$60,000,000Benchmark 2021-B27YesMidlandGreystone
 A-2$23,000,000$23,000,000Benchmark 2021-B28No  
  Total$83,000,000$83,000,000    
254500 Academy RoadA-1$50,000,000$50,000,000Benchmark 2021-B27YesMidlandMidland
 Distribution CenterA-2$22,000,000$22,000,000Benchmark 2021-B28No  
  Total$72,000,000$72,000,000    
27The DomainA-1, A-2-2$76,000,000$68,000,000BANK 2021-BNK35YesWells FargoKeyBank
  A-2-1$50,000,000$50,000,000MSC 2021-L6No  
  A-3-1$50,000,000$50,000,000GSBINo  
  A-3-2$20,000,000$20,000,000Benchmark 2021-B28No  
  A-3-3$14,000,000$14,000,000GSBINo  
  Total$210,000,000$210,000,000    
(1)Each note represents a subordinate companion loan.

(2)In the case of Loan Nos. 10, 12 and 20, the related whole loan is expected to be serviced under the Benchmark 2021-B28 pooling and servicing agreement until such time as the related controlling note has been securitized, at which point the related whole loan will be serviced under the pooling and servicing agreement related to such securitization.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Additional Debt Summary

 

No.

Loan Name

Trust
Cut-off Date Balance

Subordinate Debt Cut-off Date Balance(1)

Total Debt Cut-off Date Balance

Mortgage Loan UW NCF DSCR(2)

Total Debt UW NCF DSCR

Mortgage Loan
Cut-off Date LTV(2)

Total Debt Cut-off Date LTV

Mortgage Loan UW NOI DY(2)

Total Debt UW NOI DY

1One SoHo Square$135,000,000$435,000,000$905,000,0004.88x2.28x34.8%67.0%13.6%7.1%
254500 Academy Road Distribution Center$22,000,000$12,000,000$84,000,0002.63x1.83x59.0%68.9%10.0%8.6%
(1)In the case of Loan No. 1, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loan(s), and/or related mezzanine loan(s). In the case of Loan No. 25, Subordinate Debt Cut-off Date Balance represents one or more mezzanine loans.

(2)In the case of Loan No. 1, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s). In the case of Loan No. 25, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations exclude the related mezzanine loan(s).

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Mortgaged Properties by Type(1)

 

     Weighted Average
Property Type Property SubtypeNumber of PropertiesCut-off Date Principal Balance% of IPBOccupancyUW
NCF DSCR(2)
UW
NOI DY(2)(3)
Cut-off Date LTV(2)(3)(4)Maturity Date LTV (2)(4)(5)
OfficeCBD10$273,565,00019.9%93.8%3.78x12.7%50.9%47.8%
 Suburban16160,577,54411.7   93.4%2.48x10.3%63.1%59.4%
 Medical520,655,7791.5   100.0%1.99x9.0%60.7%57.5%
 Subtotal:31$454,798,32333.1%93.9%3.24x11.7%55.7%52.4%
          
RetailAnchored15$271,448,61019.7%96.3%2.11x10.3%61.6%54.6%
 Single Tenant22$42,974,2213.1   100.0%2.37x8.6%62.6%60.1%
 Unanchored2$19,999,1121.5   100.0%2.52x9.4%58.0%56.8%
 Subtotal:39$334,421,94424.3%97.0%2.17x10.1%61.5%55.5%
          
MultifamilyGarden893,586,4516.8   96.4%3.36x10.6%54.2%51.0%
 High Rise247,500,0003.5   99.5%2.61x9.1%54.7%55.0%
 Low Rise832,750,0002.4   97.6%2.09x7.7%66.2%66.2%
 Subtotal:18$173,836,45112.6%97.5%2.92x9.6%56.6%54.9%
          
IndustrialFlex474,868,3435.4%96.3%2.29x10.3%51.4%47.0%
 Warehouse/Distribution553,060,0003.9   100.0%2.40x9.4%56.5%56.1%
 Manufacturing110,500,0000.8   100.0%2.29x12.8%55.6%43.0%
 Warehouse110,000,0000.7   100.0%2.03x8.8%52.6%52.6%
 Subtotal:11$148,428,34310.8%98.1%2.31x10.1%53.6%50.4%
          
Self StorageSelf Storage22$89,098,8866.5%94.4%1.93x9.8%61.5%50.0%
 Subtotal:22$89,098,8866.5%94.4%1.93x9.8%61.5%50.0%
          
Mixed UseOffice/Retail359,250,0004.3%96.1%2.75x9.0%64.4%64.4%
 Self Storage/Industrial/Office19,522,0000.7   93.3%3.10x11.3%59.9%59.9%
 Multifamily/Retail/Office19,000,0000.7   100.0%1.79x7.3%64.3%64.3%
 Subtotal:5$77,772,0005.7%96.2%2.68x9.1%63.9%63.9%
          
OtherLeased Fee2$72,481,6675.3%NAP1.44x5.6%41.8%41.2%
 Subtotal:2$72,481,6675.3%NAP1.44x5.6%41.8%41.2%
          
HospitalityExtended Stay2$15,489,6851.1%74.1%2.34x14.9%53.1%43.2%
 Select Service1$8,950,0000.7   78.9%1.91x13.2%65.8%60.4%
 Subtotal:3$24,439,6851.8%75.9%2.18x14.3%57.8%49.5%
 Total / Weighted Average:1311,375,277,299100.0%95.5%2.61x10.3%57.1%53.1%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 5, 10, 12, 15, 16, 20, 22, 25 and 27, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1 and 25, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 24, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000.

(4)In the case of Loan Nos. 10, 11, 32, 35, 39, 44, 45 and 53, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage PoolAssessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 


 

 


Mortgaged Properties by Location(1)
 
    

Weighted Average

State

Number of Properties

Cut-off Date Principal Balance

% of IPB

Occupancy

UW
NCF DSCR(2)
UW
NOI DY(2)(3)
Cut-off Date LTV(2)(3)(4)Maturity Date LTV (2)(4)(5)
New York24$432,900,00031.5   86.4%2.97x9.7%46.8%46.4%
Florida6129,629,6109.4   94.6%2.84x10.4%59.6%58.7%
California6107,450,0007.8   98.4%2.99x11.4%60.6%60.2%
New Jersey674,879,2945.4   61.0%1.94x9.5%65.6%61.1%
Illinois1169,089,6445.0   96.8%3.80x11.8%46.5%44.3%
Arizona568,145,7775.0   93.4%2.39x9.5%66.3%58.9%
Pennsylvania265,447,5014.8   92.7%1.82x10.9%67.8%54.3%
Alabama862,087,6394.5   93.6%1.60x9.9%70.7%57.2%
Texas1561,796,4744.5   94.3%2.67x12.2%57.7%50.7%
Tennessee440,406,8842.9   94.3%2.30x10.8%61.1%55.9%
North Carolina339,600,0002.9   97.4%1.96x11.6%61.8%53.4%
Missouri236,987,7692.7   97.4%2.18x8.1%68.3%64.5%
New Mexico125,500,0001.9   85.4%1.86x12.0%62.3%53.8%
Louisiana722,848,9761.7   96.0%1.78x9.2%67.5%56.7%
Nevada222,275,0001.6   97.5%3.22x10.4%66.0%66.0%
Ohio716,320,2931.2   92.8%2.38x8.7%63.2%64.3%
Michigan213,013,0030.9   97.7%1.95x10.9%63.2%54.9%
Indiana210,032,0200.7   93.4%1.58x9.1%62.0%49.6%
Colorado19,522,0000.7   93.3%3.10x11.3%59.9%59.9%
Utah19,500,0000.7   100.0%1.61x10.4%60.1%48.0%
Wisconsin29,281,1520.7   100.0%1.69x11.0%62.5%55.5%
Kentucky28,173,8440.6   100.0%2.37x8.4%62.0%62.0%
Minnesota17,427,0940.5   94.6%1.92x10.8%55.3%37.6%
South Carolina16,989,6850.5   74.2%2.66x15.9%47.9%37.4%
Virginia16,155,1420.4   93.9%1.92x10.8%55.3%37.6%
Maine15,900,7520.4   97.7%1.92x10.8%55.3%37.6%
Arkansas13,360,0000.2   97.4%1.75x10.3%67.9%56.6%
Kansas13,190,9410.2   88.5%1.92x10.8%55.3%37.6%
Oklahoma22,897,8980.2   100.0%2.22x10.1%66.0%58.4%
Georgia22,494,2060.2   100.0%2.66x8.7%61.5%61.5%
Maryland11,285,8510.1   100.0%2.66x8.7%61.5%61.5%
Iowa1688,8490.1   100.0%2.66x8.7%61.5%61.5%
Total / Weighted Average:131$1,375,277,299100.0%90.5%  2.61x10.3%57.1%53.1%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 5, 10, 12, 15, 16, 20, 22, 25, and 27, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1 and 25, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 24, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000.

(4)In the case of Loan Nos. 10, 11, 32, 35, 39, 44, 45 and 53, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 

7 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

    

Weighted Average

Range of Cut-off Date Principal BalancesNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
$3,179,610 -$9,999,99926$184,510,97913.4%3.78462%1091.97x9.7%61.8%55.1%
$10,000,000 -$19,999,99918251,383,19318.3   3.54707%1172.17x9.7%62.9%58.4%
$20,000,000 -$29,999,99915365,697,43426.6   3.60511%1132.35x9.9%62.6%59.4%
$30,000,000 -$49,999,9999323,620,69423.5   3.14086%1192.41x9.7%51.6%45.4%
$50,000,000 -$135,000,0003250,065,00018.2   2.95149%1014.16x12.8%46.8%46.8%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
             
Mortgage Interest Rates

 

    

Weighted Average

Range of
Mortgage Interest Rates
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
2.42000% -3.00000%5$250,198,19318.2%2.68951%1004.30x12.7%42.9%40.2%
3.00001% -3.50000%32680,714,38249.5   3.31194%1172.50x10.1%57.8%54.3%
3.50001% -4.00000%25319,375,18723.2   3.76467%1141.92x8.9%62.6%59.0%
4.00001% -4.65000%9124,989,5369.1   4.26540%1041.57x10.1%67.8%57.0%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Original Term to Maturity in Months

 

    

Weighted Average

Original Term to
Maturity in Months
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
606$61,589,6104.5%3.98665%601.99x10.4%61.2%57.5%
843170,950,00012.4   2.85341%844.49x13.1%41.0%41.0%
120621,142,737,68983.1   3.43871%1192.36x9.9%59.3%54.6%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
          
Remaining Term to Maturity in Months(1)

 

    Weighted Average
Range of Remaining Term to Maturity in MonthsNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
59 -606$61,589,6104.5%3.98665%601.99x10.4%61.2%57.5%
61 -843170,950,00012.4   2.85341%844.49x13.1%41.0%41.0%
85 -11937670,411,51148.7   3.45793%1192.26x9.5%58.2%53.2%
120 -12025472,326,17834.3   3.41143%1202.50x10.4%60.8%56.8%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
            
(1)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 5, 10, 12, 15, 16, 20, 22, 25, and 27, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1 and 25, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 24, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000.

(4)In the case of Loan Nos. Nos. 10, 11, 32, 35, 39, 44, 45 and 53, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Original Amortization Term in Months

 

    Weighted Average
Original Amortization Term in MonthsNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)

Interest Only

39$904,720,27765.8%3.25969%1113.05x10.2%53.4%53.3%
300-300261,033,1934.4   3.19193%961.79x11.0%58.1%44.2%
360 -36030409,523,82929.8   3.70905%1181.76x10.5%65.3%53.8%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
            
Remaining Amortization Term in Months

 

    Weighted Average
Range of Remaining Amortization Term in MonthsNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)

Interest Only

39$904,720,27765.8%3.25969%1113.05x10.2%53.4%53.3%
299 -3012$61,033,1934.4   3.19193%961.79x11.0%58.1%44.2%
358 -36030409,523,82929.8   3.70905%1181.76x10.5%65.3%53.8%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
            
Amortization Types

 

    

Weighted Average

Amortization TypesNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
Interest Only38$859,720,27762.5%3.26345%1103.15x10.5%54.9%54.9%
Amortizing Balloon17235,297,74617.1   3.71893%1111.76x10.7%65.4%52.2%
Interest Only, Amortizing Balloon14197,626,08314.4   3.75069%1191.74x10.4%64.9%55.9%
Interest Only - ARD145,000,0003.3   3.18800%1191.10x3.6%23.4%23.4%
Amortizing Balloon - ARD137,633,1932.7   2.59000%1191.92x10.8%55.3%37.6%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios(2)

 

    Weighted Average
Range of Underwritten Net Cash Flow Debt Service Coverage RatiosNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
1.10x -1.79x19$289,921,44021.1%3.73317%1141.49x8.5%59.7%50.3%
1.80x -2.09x20330,738,56424.0   3.60145%1171.92x10.1%63.3%55.6%
2.10x -2.29x881,225,6105.9   3.53753%1062.19x9.9%62.5%59.3%
2.30x -2.59x7118,650,0008.6   3.34072%1192.43x8.5%60.4%60.7%
2.60x 2.99x9225,639,68516.4   3.37783%1172.79x10.2%55.0%54.7%
3.00x -5.79x8329,102,00023.9   2.86694%1024.32x13.0%47.6%47.6%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
(1)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 5, 10, 12, 15, 16, 20, 22, 25, and 27, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1 and 25, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 24, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000.

(4)In the case of Loan Nos. Nos. 10, 11, 32, 35, 39, 44, 45 and 53, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

LTV Ratios as of the Cut-off Date(2)(3)(4)

 

    Weighted Average
Range of
Cut-off Date LTVs
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
23.4% -39.9%19$258,040,00018.8%2.90516%1013.95x11.4%33.0%32.9%
40.0% -49.9%2058,489,6854.3   3.24927%1103.09x11.2%47.6%46.6%
50.0% -59.9%8282,167,20820.5   3.40610%1192.32x9.9%57.5%53.2%
60.0% -69.9%7624,936,38645.4   3.48408%1122.37x10.2%64.2%60.0%
70.0% -74.1%9151,644,02011.0   3.85613%1191.64x9.2%72.1%61.3%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

LTV Ratios as of the Maturity Date(1)(2)(4)

 

    

Weighted Average

Range of
Maturity Date LTVs
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
23.4% -39.9%7$302,662,87822.0%2.87994%1043.67x11.5%36.1%33.6%
40.0% -44.9%327,512,0152.0   3.41382%1202.12x12.3%53.7%42.4%
45.0% -49.9%8121,934,1828.9   3.45476%1152.36x10.7%55.9%48.4%
50.0% -54.9%8129,390,6899.4   3.76453%1091.76x10.8%63.2%53.4%
55.0% -70.4%45793,777,53557.7   3.51352%1162.40x9.7%64.4%61.6%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Prepayment Protection

 

    

Weighted Average

Prepayment ProtectionNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
Defeasance63$1,085,173,28478.9%3.46369%1152.43x10.2%60.6%55.9%
Yield Maintenance6137,104,01510.0   3.46949%1191.79x7.9%51.0%47.3%
Yield Maintenance or Defeasance2153,000,00011.1   2.80059%884.58x13.0%38.3%38.3%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Loan Purpose

 

    

Weighted Average

Loan PurposeNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)
UW
NOI
DY(2)(3)
Cut-off
Date LTV(2)(3)(4)
Maturity Date LTV(1)(2)(4)
Refinance52$933,582,93967.9%3.41828%1112.57x10.6%57.5%52.1%
Acquisition17374,694,36027.2 3.31877%1152.79x10.1%55.5%54.3%
Recapitalization267,000,0004.9 3.40440%1192.15x7.7%60.5%60.5%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
(1)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 5, 10, 12, 15, 16, 20, 22, 25, and 27, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1 and 25, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 24, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000.

(4)In the case of Loan Nos. Nos. 10, 11, 32, 35, 39, 44, 45 and 53, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Previous Securitization History(1)

 

No.Mortgaged Property(2)Cut-off Date Principal Balance(3)

% of

IPB

LocationProperty TypePrevious Securitization
1One SoHo Square$135,000,0009.8%New York, NYOfficeGSMS 2019-SOHO
4909 Third Avenue Fee$45,000,0003.3%New York, NYOther

LCCM 2014-909

7.01Coon Rapids$7,427,0940.5%Coon Rapids, MNSelf StorageCOMM 2012-CCRE1
7.02Manassas Park$6,155,1420.4%Manassas Park, VASelf StorageCOMM 2012-CCRE1
7.03Route 295$5,900,7520.4%Portland, MESelf StorageCOMM 2012-CCRE1
7.04Westcreek$4,827,8880.4%Fort Worth, TXSelf StorageCOMM 2012-CCRE1
7.05Causeway Boulevard$3,268,3640.2%Metairie, LASelf StorageCOMM 2012-CCRE1
7.06State Avenue$3,190,9410.2%Kansas City, KSSelf StorageCOMM 2012-CCRE1
7.07Ina Road$3,130,1090.2%Tucson, AZSelf StorageCOMM 2012-CCRE1
7.08Jolly & Cedar$2,013,0030.1%Lansing, MISelf StorageCOMM 2012-CCRE1
7.09Automall$1,719,9010.1%Tucson, AZSelf StorageCOMM 2012-CCRE1
8Red Rose Commons

$33,947,501

2.5%Lancaster, PARetailGSMS 2012-GC6
9Glenmuir of Naperville$33,040,0002.4%Naperville, ILMultifamilyFHMS K041
13Jacksonville Concourse$27,950,0002.0%Jacksonville, FLOfficeJPMCC 2013-C10
16.05First Midwest Bank - DeKalb$1,590,0920.1%DeKalb, ILRetailBMARK 2020-IG3
16.06First Midwest Bank - Schaumburg$1,521,2080.1%Schaumburg, ILRetailBMARK 2020-IG3
16.11

First Midwest Bank - Joliet

$1,262,8890.1%Joliet, ILRetailBMARK 2020-IG3
24.0330 Claver Place$3,210,0000.2%Brooklyn, NYMultifamilyFNA 2018-M5
26Dreamland Shopping Center$20,100,0001.5%Asheville, NCRetailWFRBS 2011-C4
27The Domain$20,000,0001.5%Austin, TXRetailWFRBS 2011-C5
31.01Extra Space Lodi$7,982,2560.6%Alexandria, LASelf StorageGSMS 2013-GC13
31.02Extra Space Leesville$6,484,2650.5%Leesville, LASelf StorageGSMS 2013-GC13
31.03Extra Space Windmere$3,354,6570.2%Alexandria, LASelf StorageGSMS 2013-GC13
36Southland Office Center$13,650,0001.0%Hayward, CAOfficeCGCMT 2016-C3
48Hillside Apartments$9,487,7690.7%Independence, MOMultifamilyWFCM 2015-NXS2
49La Perla Apartments$9,486,6810.7%Speedway, INMultifamilyFNA 2016-M4
62Shoppes at Stonebrook$6,140,6890.4%Ooltewah, TNRetailGSMS 2011-GC5
(1)The table above represents the properties for which the previously existing debt was securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

(2)Mortgaged Properties identified as No. 7.001, 7.002, 7.003, 7.004, 7.005, 7.006, 7.007, 7.008 and 7.009 are part of the U-Haul Sacc 22 Portfolio. Mortgaged Properties identified as 16.05, 16.06 and 16.11 are part of the ExchangeRight Net Leased Portfolio #48. The Mortgaged Property identified as 24.03 is part of the Brooklyn Multi Portfolio. The Mortgaged Properties identifies as 31.01, 31.02 and 31.03 as part of the Cityline Louisiana Storage Portfolio.

(3)Cut-off Date Principal Balance represents the allocated loan amount for each respective 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.

 

11 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

 

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

 

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

Mortgage Loan Information Property Information
Mortgage Loan Seller(1):GSMC, GACC Single Asset / Portfolio:Single Asset
Original Principal Balance(2):$135,000,000 Title:Fee
Cut-off Date Principal Balance(2):$135,000,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:9.8% Net Rentable Area (SF):786,891
Loan Purpose:Refinance Location:New York, NY
Borrowers:SOHO AOA Owner LLC, OSS 2016 Year Built / Renovated:1904-1926 / 2016
 LLC, and 2016 SOHO LLC Occupancy:92.5%
Guarantor:The Gluck Family Trust Occupancy Date:6/1/2021
Interest Rate:2.72466879% Number of Tenants:14
Note Date:7/9/2021 Fourth Most Recent NOI:NAV
Maturity Date:8/6/2028 Third Most Recent NOI:$24,995,700 (December 31, 2019)
Interest-only Period:84 months Second Most Recent NOI:$46,957,475 (December 31, 2020)
Original Term:84 months Most Recent NOI:$51,408,293 (TTM April 30, 2021)
Original Amortization:None UW Economic Occupancy:95.9%
Amortization Type:Interest Only UW Revenues:$83,142,799
Call Protection(3):YM(24),DorYM(54),O(6) UW Expenses:$19,231,486
Lockbox / Cash Management:Hard / Springing UW NOI(4):$63,911,313
Additional Debt(2):Yes UW NCF(4):$63,328,788
Additional Debt Balance(2):$355,000,000 / $315,000,000 / Appraised Value / Per SF:$1,350,000,000 / $1,716
 $120,000,000 Appraisal Date:6/10/2021
Additional Debt Type(2):Pari Passu / Subordinate /   
 Mezzanine   
     

 

Escrows and Reserves(5) Financial Information(2)(6)
 InitialMonthlyInitial Cap  

Senior

Notes

Whole

Loan

Total 

Debt

Taxes:$0SpringingN/A Cut-off Date Loan / SF:$597$998$1,150
Insurance:$0SpringingN/A Maturity Date Loan / SF:$597$998$1,150
Replacement Reserves:$0Springing$150,000 Cut-off Date LTV:34.8%58.1%67.0%
TI/LC:$0Springing$1,500,000 Maturity Date LTV:34.8%58.1%67.0%
     UW NCF DSCR:4.88x2.92x2.28x
     UW NOI Debt Yield:13.6%8.1%7.1%
        
         
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Loan$470,000,00051.8% Purchase Price$900,036,15099.2%
Subordinate Loan315,000,00034.7 Closing Costs7,272,9520.8_
Mezzanine Loan120,000,00013.2    
Loan Sponsor Cash Contribution2,309,1020.3    
Total Sources$907,309,102 100.0% Total Uses$907,309,102100.0%
(1)The One SoHo Square Whole Loan (as defined below) was co-originated by Goldman Sachs Bank USA, DBR Investments Co. Limited and Bank of Montreal. GSMC will be contributing $103,950,000 (Notes A-1-C-1 and A-1-C-3) and GACC will be contributing $31,050,000 (Notes A-2-C-1 and A-2-C-5) to the Benchmark 2021-B28 transaction.

(2)The One SoHo Square Loan (as defined below) is part of a whole loan evidenced by 20 senior pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $470.0 million (the “One SoHo Square Senior Notes”) and three pari passu subordinate notes with an aggregate outstanding principal balance as of the Cut-off Date of $315.0 million. The Financial Information in the chart above reflects the Cut-off Date Balances of the One SoHo Square Senior Notes, the One SoHo Square Whole Loan (as defined below), and the total debt inclusive of the related $120.0 million mezzanine loan on the One SoHo Square Property (as defined below).

(3)The defeasance lockout period, with respect to a defeasance of the One SoHo Square Whole Loan, will be at least 24 payment dates beginning with and including the first payment date on September 6, 2021. Defeasance of the full $785.0 million One SoHo Square Whole Loan is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) July 9, 2024. Prepayment in whole or in part is permitted at any time, subject to yield maintenance for any payment prior to March 6, 2028.

(4)The increase from 2019 NCF to Underwritten NCF is primarily attributable to the One SoHo Square Property undergoing lease up.

(5)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(6)While the One SoHo Square Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact The One SoHo Square Whole Loan more severely than assumed in the underwriting of The One SoHo Square Whole Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

  metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

The Loan. The One SoHo Square mortgage loan (the “One SoHo Square Loan”) is part of a whole loan with an aggregate outstanding principal balance as of the Cut-off Date of $785.0 million (the “One SoHo Square Whole Loan”) consisting of 20 senior pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $470.0 million and three pari passu subordinate notes with an aggregate outstanding principal balance as of the Cut-off Date of $315.0 million. The One SoHo Square Whole Loan is secured by the borrowers’ fee interest in a 786,891 square foot office property located in New York, New York (the “One SoHo Square Property”). The non-controlling Notes A-1-C-1, A-1-C-3, A-2-C-1 and A-2-C-5, with an aggregate outstanding principal balance as of the Cut-off Date of $135.0 million, will be included in the Benchmark 2021-B28 trust. The remaining notes have been, or are expected to be, contributed to one or more future securitization trusts or may otherwise be transferred at any time. The One SoHo Square Whole Loan, which accrues interest at an interest rate of 2.72466879% per annum, was co-originated by Goldman Sachs Bank USA, DBR Investments Co. Limited and Bank of Montreal on July 9, 2021 and had an aggregate original principal balance of $785.0 million and has an aggregate outstanding principal balance as of the Cut-off Date of $785.0 million. The proceeds of the One SoHo Square Whole Loan were primarily used to refinance the One SoHo Square Property, pay origination costs. The One SoHo Square Whole Loan was previously securitized in GSMS 2019-SOHO. The relationship between the holders of the One SoHo Square Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The One SoHo Square Whole Loan” in the Preliminary Prospectus. The One SoHo Square Whole Loan had an initial term of 84 months and has a remaining term of 84 months as of the Cut-off Date. The One SoHo Square Whole Loan requires monthly payments of interest only for the entire duration of the loan. The scheduled maturity date of the One SoHo Square Whole Loan is the due date in August 2028.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
A-1-S$685,083$685,083 SOHO 2021-SOHOYes
A-1-C-1$53,950,000$53,950,000 Benchmark 2021-B28No
A-1-C-2$75,000,000$75,000,000 GSBI(1)No
A-1-C-3$50,000,000$50,000,000 Benchmark 2021-B28No
A-1-C-4$50,000,000$50,000,000 GSBI(1)No
A-1-C-5$50,000,000$50,000,000 GSBI(1)No
A-1-C-6$20,000,000$20,000,000 GSBI(1)No
A-1-C-7$20,000,000$20,000,000 GSBI(1)No
A-1-C-8$2,353,868$2,353,868 GSBI(1)No
A-2-S$204,420$204,420 SOHO 2021-SOHONo
A-2-C-1$21,050,000$21,050,000 Benchmark 2021-B28No
A-2-C-2$20,000,000$20,000,000 DBRINo
A-2-C-3$20,000,000$20,000,000 DBRINo
A-2-C-4$16,000,000$16,000,000 DBRINo
A-2-C-5$10,000,000$10,000,000 Benchmark 2021-B28No
A-2-C-6$8,822,928$8,822,928 DBRINo
A-3-S$110,497$110,497 SOHO 2021-SOHONo
A-3-C-1$24,000,000$24,000,000 BMONo
A-3-C-2$16,000,000$16,000,000 BMONo
A-3-C-3$11,823,204$11,823,204 BMONo
Total Senior Notes$470,000,000$470,000,000   
B-1$215,801,105$215,801,105 SOHO 2021-SOHONo
B-2$64,392,265$64,392,265 SOHO 2021-SOHONo
B-3$34,806,630$34,806,630 SOHO 2021-SOHONo
Whole Loan$785,000,000$785,000,000   

(1)Expected to be contributed to one or more future securitization trusts or may otherwise be transferred at any time.

 

The Borrowers. The borrowers are SOHO AOA Owner, LLC, OSS 2016, LLC and 2016 SOHO LLC, each a Delaware limited liability company. The borrowers are structured to be single purpose bankruptcy-remote entities, having at least two independent directors in their organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the One SoHo Square Whole Loan.

 

The Loan Sponsor. The loan sponsor is comprised of entities controlled by Laurence Gluck or trustees of the Amended and Restated 2013 LG Revocable Trust (d/b/a Stellar Management) and the non-recourse carveout guarantor is The Gluck Family. At origination, in lieu of funding an unfunded obligations reserve, the guarantor also provided a guaranty of certain unfunded obligations including tenant improvements and leasing commissions in an amount equal to $3,142,373.13. Stellar Management (“Stellar”) was founded in 1985 by Laurence Gluck, formerly a partner at New York real estate law firm Dreyer & Traub and a former member of the executive committee of the Real Estate Board of New York. Stellar owns and manages over 12,000 apartments, over two million square feet of office space and 1.3 million square feet of retail space. Notable New York City projects, past and present, include 14 Wall Street, The Milk Building, 522 Fifth Avenue, 220 Fifth Avenue, Otto Greenpoint, The Windermere, Embassy House, Columbus Square and Independence Plaza. Since its inception, Stellar has partnered with a number of institutions and has been a fiduciary to investors on over 150 transactions. Stellar employs over 700 people.

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

The Property. The One SoHo Square Property is a 786,891 square foot, Class A, office property located in New York, New York that was designed by the architecture firm Gensler. The One SoHo Square Property is situated in the Hudson Square / Meatpacking District submarket on the northwest corner of 6th Avenue and Spring Street. The One SoHo Square Property features multiple amenities, including roof decks with panoramic views, building management systems, destination dispatch elevators, 24/7 attended lobby with exclusive key card access, a bike room, a message center, and an online tenant service request system. The One SoHo Square Property serves as the corporate headquarters for Flatiron Health, MAC, Warby Parker, Glossier and Double Verify (through November 2023, at which time Flatiron Health is expected take this space through February 2031 as further described below) which together occupy 59.2% of the NRA.

 

As of June 1, 2021, the One SoHo Square Property was 92.5% leased to 14 tenants.

 

Major Tenants.

 

The largest tenant, Flatiron Health (“Flatiron”) (223,402 square feet; 28.4% of net rentable area; 29.0% of underwritten base rent; Moody’s/S&P/Fitch: Aa3/AA/AA) is an oncology-focused electronic health records company that seeks to accelerate cancer research and improve the quality of care for cancer patients. Founded in 2012, Flatiron Health partners with hundreds of cancer centers and developers of oncology therapeutics to facilitate the collection of patient data for research and development purposes to accelerate and impact treatment worldwide. Flatiron’s lease at the One SoHo Square Property commenced in June 2018 and expires in February 2031. Flatiron’s lease has two, five-year extension options.

 

The second largest leased tenant, Aetna (106,350 square feet; 13.5% of net rentable square feet; 14.9% of underwritten base rent; Moody’s/S&P/Fitch: Baa2/BBB/NR) provides health insurance, as well as dental, vision and other plans to individuals, families and employers. Founded in 1853 in Hartford, Connecticut, Aetna offers: (i) a range of insurance and employee benefits products, (ii) programs and services that help control rising costs while striving to improve the quality of healthcare and (iii) tools and information to help people make better-informed decisions about their healthcare and financial well-being. Aetna’s lease at the One SoHo Square Property commenced in August 2018 and expires in July 2029. Aetna’s lease has two, five-year extension options.

 

The third largest leased tenant, MAC (88,699 square feet; 11.3% of net rentable area; 13.1% of underwritten base rent; Moody’s/S&P/Fitch: A1/A+/NR) which stands for Make-Up Art Cosmetics (“MAC”), is a makeup and cosmetic supplier. Founded in 1984 in Toronto, Canada by photographer Frank Toskan and salon owner Frank Angelo, MAC is now sold in more than 120 countries around the globe and offers more than 50 collections each year. MAC’s lease at the One Soho Square Property commenced in November 2017 and expires in March 2034. MAC’s lease has two, five-year extension options.

 

The Market. The One SoHo Square Property is located within the New York City-Jersey City-White Plains metropolitan area and is part of the Hudson Square/Meatpacking Office submarket. The One SoHo Square Property benefits from the area’s mass transit infrastructure that connects Manhattan to the outer boroughs and the surrounding suburbs in the tri-state area. Air transportation is available via JFK International Airport, Newark Liberty International Airport, and LaGuardia Airport, all of which are in close proximity to the One SoHo Square Property. Further, Penn Station and Grand Central are located in New York City, offering railroad access to Long Island, New York state, Connecticut, and New Jersey. The New York City metropolitan area has a diverse economy, with major employers including JP Morgan Chase & Co., Bank of America, New York-Presbyterian Healthcare System, Macy’s, Verizon Communications, PWC, Delta Air Lines Inc., and Time Warner Inc.

 

As of the first quarter of 2021, the Midtown South Office Market had approximately 3.4 million square feet under construction with an overall vacancy rate of 17.5% and average asking rents of $76.60 per square foot. As of the first quarter of 2021, the Hudson Square/Meatpacking Office submarket had approximately 988,866 square feet under construction with an overall vacancy rate of 6.4% and average asking rents of $79.55 per square foot.

 

The appraisal identified seven directly competitive office comparables. Comparable buildings were built between 1910 and 1987 and range in size from 236,512 square feet to 2,921,914 square feet. Average asking rents ranged from $85.00 to $90.00 per square foot.

 

Historical and Current Occupancy(1)
T12 (Apr 2021)Current(2)
91.1%92.5%
(1)Historical occupancies are not presented as the One SoHo Square Property was undergoing lease up.

(2)Current Occupancy is as of June 1, 2021.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

Sales Comparables(1)
 AddressRSF

Year Built /

Renovated

OccupancySale DatePrice

Price

PSF

Cap Rate

Adjusted

Price

PSF

1635-641 Avenue of the Americas267,0001902 / 201584.0%Jun-2021$ 325,000,000$ 1,2175.36%$ 1,339
2546 Broadway93,6001900100.0%Jun-2021160,000,0001,7096.17%1,197
3125 West End Avenue399,30919290.0%Mar-2021597,015,9231,4954.58%1,719
4410 Tenth Avenue634,3591927 / 202198.0%Dec-2020952,840,0001,5024.30%1,577
5One Madison Avenue1,392,5651932 / 20230.0%May-20202,300,000,0001,6524.30%1,817
6424 Fifth Avenue680,4931929 / 2020100.0%Mar-20201,289,501,0651,8955.21%1,710
7450 West 15th Street320,7891928 / 201294.0%May-2019600,000,0001,8703.30%1,688
8330 Hudson Street467,9051910 / 2013100.0%Feb-2018385,000,0008234.54%1,214
Weighted Average / Total532,003 56.1% $1,268,227,178$ 1,5534.53%$ 1,635
 One SoHo Square(2)786,8911904-1926 / 201692.5% $1,350,000,000$ 1,7164.25%$ 1,716
(1)Source: Appraisal

(2)The One SoHo Square Property’s Price and Price PSF are based on the “as-is” appraised value. The One SoHo Square Property’s Occupancy and RSF is based on in-place rent roll as of June 2021 with rent steps through August 31, 2022.

 

Tenant Summary(1)
TenantRatings
Moody’s/Fitch/S&P(2)

Net Rentable Area

(SF)(3)

% of
Total NRA

Base Rent

PSF(4)

% of Total
Base Rent
Lease
Expiration Date
Flatiron Health(5)(6)Aa3/AA/AA223,40228.4%$87.1729.0%2/28/2031
Aetna Baa2/BBB/NR106,350 13.5$93.77 14.9%7/31/2029
MACA1/A+/NR88,699 11.3$99.03 13.1%3/31/2034
Juul Labs(7)NR/NR/NR54,068 6.9$128.13 10.3%5/31/2032
Warby ParkerNR/NR/NR83,286 10.6$75.68 9.4%1/31/2025
GlossierNR/NR/NR39,637 5.0$88.13 5.2%4/30/2028
Double Verify(8)NR/NR/NR30,668 3.9$87.40 4.0%2/28/2031
Trader Joe’sNR/NR/NR26,126 3.3$95.69 3.7%5/31/2033
Managed By Q(9)NR/NR/NR27,334 3.5$86.53 3.5%6/30/2028
Aveda A1/A+/A+20,194 2.6$90.52 2.7%5/31/2025
Total 699,76488.9%$91.9395.8% 
Other Occupied 28,208 3.6    
Total Occupied 727,972 92.5%   
Vacant 58,919 7.5   
Total 786,891100.0%   
(1)Based on the underwritten rent roll dated June 1, 2021.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Borrower owned space. Does not include non-owned anchors or outparcels.

(4)Base Rent PSF is inclusive of contractual rent steps through August 31, 2022.

(5)Flatiron Health receives an abatement of 87.71% for the months of March 2027 through March 2028. Does not include space that has been pre-leased to Flatiron Health (35,523 square feet), which is currently occupied by Double Verify (see footnote (8) below) and another tenant.

(6)Flatiron Health originally put up approximately 111,000 square feet (approximately 49%) of its leased space for sublease during the COVID-19 pandemic. They currently have approximately 40,890 square feet (approximately 17.9%) of its leased space up for sublease, of which 30,668 square feet has been subleased to Petal for three years at approximately 35% of Flatiron Health’s contractual rent. We cannot assure you that Flatiron Health will be able to sublease its remaining space or continue paying rent.

(7)Juul Labs has yet to take occupancy of its space but continues to pay its current rent. This space is presently on the market for sublease. We cannot assure you that this space will be subleased or that Juul Labs will continue to pay rent.

(8)Suite 4 is presently leased to Double Verify through November 30, 2023. Flatiron Health has executed a lease for this space commencing on March 1, 2024. UW Base Rent depicts Double Verify’s base rent through November 2023 and Flatiron Health’s rent thereafter. Flatiron Health receives an abatement of 91.28% for the months of March 2027 through September 2027 and 58.1% for the month of October 2027.

(9)Additional credit enhancement in the form of a parent company guaranty from WeWork, a letter of credit in the amount of one year of rent and a prohibition on using the space for co-working.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

Lease Rollover Schedule
YearNumber
of Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring(1)
% of
Base
Rent
Expiring
Cumulative
Net
Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
Vacant058,919    7.5%NAP   NAP58,9197.5%NAPNAP
MTM & 202100 0.0$0    0.0%58,9197.5%$00.0%
202200 0.00 0.058,9197.5%$00.0%
2023(2)00 0.00 0.058,9197.5%$00.0%
202400 0.00 0.058,9197.5%$00.0%
20252103,480 13.2  8,130,858 12.1 162,39920.6%$8,130,85812.1%
202614,855 0.689,652  0.1167,25421.3%$8,220,51012.2%
202700 0.00  0.0167,25421.3%$8,220,51012.2%
2028266,971  8.55,858,247  8.7234,22529.8%$14,078,75721.0%
20291106,350 13.5  9,972,297 14.9 340,57543.3%$24,051,05435.8%
203000 0.00  0.0340,57543.3%$24,051,05435.8%
20313254,862 32.4 22,332,354 33.3 595,43775.7%$46,383,40869.1%
2032 and Thereafter5191,454 24.3 20,756,829 30.9 786,891100.0%$67,140,237100.0%
Total14786,891  100.0% $67,140,237 100.0%    
(1)Base Rent Expiring is based on the underwritten rent roll dated June 1, 2021, with contractual rent steps through August 31, 2022.

(2)Double Verify’s lease expires in November 2023. Flatiron Health has pre-leased the space subsequent to Double Verify’s lease expiration. Flatiron Health is anticipated to take occupancy of the space in March 2024 until its lease expiration in February 2031 coterminous with the other Flatiron Health spaces. Base Rent represents the term of the Double Verify Lease. The Lease Expiration represents the lease expiration of Flatiron Health.

 

Operating History and Underwritten Net Cash Flow
 20192020TTM 4/30/2021Underwritten(1)Per Square Foot%(2)
Base Rent(3)$53,253,724 $63,763,493$65,746,242$67,140,237$85.3277.4%
Rent Steps(4)0005,035,6626.405.8%
Vacant Income000 3,588,1864.564.1%
Gross Potential Rent$53,253,724$63,763,493$65,746,242$75,764,085$96.2887.4%
Total Reimbursements2,129,5812,664,8122,973,85910,541,20913.4012.2%
Total Other Income(5)665,493545,417410,353515,6920.660.6%
Net Rental Income$56,048,799$66,973,722$69,130,454$86,730,986$110.22100.0%
(Vacancy/Credit Loss)(16,604,337)(5,059,796)(2,158,794) (3,588,186) (4.56)(4.1)%
Effective Gross Income$39,444,461$61,913,927$66,971,660$83,142,799$105.6695.9%
Total Expenses14,448,76114,956,45215,563,36719,231,48624.4423.1%
Net Operating Income$24,995,700$46,957,475$51,408,293$63,911,313$81.2276.9%
Total TI/LC, Capex/RR000582,5250.74 0.7%
Net Cash Flow$24,995,700$46,957,475$51,408,293$63,328,788$80.4876.2%
(1)The increase from 2019 NCF to Underwritten NCF is primarily attributable to the One SoHo Square Property undergoing lease up.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(3)Underwritten Base Rent is based on the in-place rent roll as of June 1, 2021.

(4)Rent Steps are based on present value of rent steps from credit tenants and are taken through August 31, 2022.

(5)Underwritten Other Income includes a Vertical Decommission Revenue Adjustment of $115,232.

 

COVID-19 Update. Torch & Crown (Retail, 0.8% of Underwritten Base Rent) is the only tenant to receive temporary rent relief (in the form of a deferral and a contractual repayment agreement) due to the COVID-19 pandemic. All other tenants are current on rent. The first due date of the One SoHo Square Whole Loan is September 6, 2021.

 

Property Management. The One SoHo Square Property is self-managed by MEL Management Corp. (d/b/a Stellar Management), a New York corporation that is an affiliate of the borrowers.

 

Escrows and Reserves.

 

Tax Reserve – The borrowers are required to deposit into a real estate tax reserve, on a monthly basis during the continuance of a One SoHo Cash Sweep Period (as defined below), 1/12 of the reasonably estimated annual real estate taxes.

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

Insurance Reserve – The borrowers are required to deposit into an insurance reserve, on a monthly basis during the continuance of a One SoHo Square Cash Sweep Period, 1/12 of reasonably estimated insurance premiums unless the borrower maintains a blanket policy in accordance with the One SoHo Square Whole Loan documents.

 

Replacement Reserves – The borrowers are required to deposit into a replacement reserve during the continuance of a One SoHo Square Cash Sweep Period, an amount equal to the lesser of (i) $13,197 and (ii) the amount that would cause the replacement reserve account to contain $150,000.

 

Rollover Reserve – The borrowers are required to deposit into a rollover reserve during the continuance of a One SoHo Square Cash Sweep Period, an amount equal to the lesser of (i) $65,984 and (ii) the amount that would cause the replacement reserve account to contain $1.5 million.

 

A “One SoHo Square Cash Sweep Period” means each period commencing upon (1) an event of default under the One SoHo Square Whole Loan documents and concluding upon a cure of such event of default, (2) an event of default under the One SoHo Square Mezzanine Loan (as defined below) and concluding upon a cure or waiver of such event of default, (3) the debt yield (as calculated under the related loan documents), as determined as of the last day of any two consecutive fiscal quarters, is less than 5.00% (a “One SoHo Square Debt Yield Trigger”), and concluding when the debt yield, determined as of the last day of each of two consecutive fiscal quarters thereafter, exceeds 5.00%, and (4) a failure to deliver annual, quarterly or monthly financial reports as and when required under the related loan documents and concluding when such reports are delivered and indicate that no other One SoHo Square Cash Sweep Period is continuing. Notwithstanding the foregoing, if a One SoHo Square Cash Sweep Period is in effect or would be in effect solely as a result of a One SoHo Square Debt Yield Trigger, the borrowers may avoid the commencement of or terminate the continuance of a One SoHo Square Cash Sweep Period by either (x) prepaying (or partially defeasing) a portion of the One SoHo Square Whole Loan and/or One SoHo Square Mezzanine Loan, such that the resulting debt yield exceeds 5.0%, or (y) delivering to the lender, as additional collateral (the “One SoHo Square Debt Yield Collateral”), a letter of credit or cash equivalents satisfactory to the lender in an amount (the “One SoHo Square Debt Yield Cure Amount”) that, when subtracted from the sum of the then outstanding principal balance of the One SoHo Square Whole Loan and the One SoHo Square Mezzanine Loan would result in a debt yield that exceeds 5.0%. Thereafter, if the One SoHo Square Debt Yield Cure Amount as of the last day of any fiscal quarter exceeds the aggregate amount of the One SoHo Square Debt Yield Collateral held by the lender, then a One SoHo Square Cash Sweep Period will commence unless the borrowers prepay (or partially defease) a portion of the One SoHo Square Whole Loan and/or One SoHo Square Mezzanine Loan, such that the resulting debt yield exceeds 5.0% or increases the amount of the One SoHo Square Debt Yield Collateral to the then-current One SoHo Square Debt Yield Cure Amount.

 

Lockbox / Cash Management. The One SoHo Square Whole Loan is structured with a hard lockbox and springing cash management. The borrowers were required to direct each tenant to remit all rents directly to a lender-controlled lockbox account. In addition, the borrowers are required to cause all cash revenues relating to the One SoHo Square Property and all other money received by the borrowers or the property manager with respect to the One SoHo Square Property (other than tenant security deposits) to be deposited into the lockbox account or a lender-controlled cash management account within one business day of receipt. On each business day during the continuance of a One SoHo Square Cash Sweep Period or event of default under the One SoHo Square Whole Loan, all amounts in the lockbox account are required to be remitted to the cash management account. On each business day that no One SoHo Square Cash Sweep Period or event of default under the One SoHo Square Whole Loan is continuing, all amounts in the lockbox account are required to be remitted to a borrower-controlled operating account.

 

On each due date during the continuance of a One SoHo Square Cash Sweep Period or an event of default under the One SoHo Square Whole Loan, all funds on deposit in the cash management account after payment of debt service on the One SoHo Square Whole Loan (and the One SoHo Square Mezzanine Loan provided that an event of default is not continuing), required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the One SoHo Square Whole Loan.

 

Current Mezzanine or Subordinate Indebtedness. Concurrently with the funding of the One SoHo Square Whole Loan, the lender (in such capacity, the “Mezzanine Lender”) also funded a mezzanine loan in the amount of $120.0 million (the “One SoHo Square Mezzanine Loan”, and together with the One SoHo Square Whole Loan, the “One SoHo Square Total Debt”). The One SoHo Square Mezzanine Loan is secured by the pledge of the direct equity interest in the borrowers and is coterminous with the One SoHo Square Whole Loan. The One SoHo Square Mezzanine Loan accrues interest at a rate of 5.05000% per annum. The rights of the Mezzanine Lender under the One SoHo Square Mezzanine Loan are further described under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus. The Cut-off Date LTV Ratio, Maturity Date LTV Ratio, DSCR Based on Underwritten NCF and Debt Yield Based on Underwritten NOI for the One SoHo Square Total Debt are set forth below:

 

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

 

19 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

Mezzanine Loan

Loan

Amount

Interest

Rate

Total Debt Cut-off

Date LTV Ratio

Total Debt Maturity

Date LTV Ratio

Total Debt Underwritten

NCF DSCR

Total Debt Underwritten NOI

Debt Yield

$120,000,0005.05000%67.0%67.0%2.28x7.1%

 

Future Mezzanine or Subordinate Indebtedness Permitted. The related loan documents permit future mezzanine financing, subject to satisfaction of certain conditions, including among others, such mezzanine debt (i) is not in excess of $90.5 million, (ii) is subordinate to the One SoHo Square Mezzanine Loan, (iii) is obtained any time after July 9, 2023, (iv) is provided by a qualified lender (as defined in the loan documents), (v) is subject to an intercreditor agreement reasonably acceptable to the lender, (v) is either coterminous with the One SoHo Square Whole Loan or freely pre-payable without premium or penalty from and after the related One SoHo Square Whole Loan maturity date, (vii) as of the date of its incurrence, does not cause the DSCR to be less than 2.22x or the debt yield to be less than 6.82%, (viii) as of the date of its incurrence, does not cause the aggregate loan-to-value ratio of the One SoHo Square Whole Loan and the One SoHo Square Mezzanine Loan, based on an updated appraisal of the One SoHo Square Property, to be greater than 67.0%, (ix) delivery of a rating agency confirmation and (x) if the mezzanine debt bears a floating rate of interest, execution of an interest rate cap agreement from a counterparty reasonably acceptable to the lender. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Partial Release. 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.

 

20 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

 

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

 

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$59,065,000 Title:Fee
Cut-off Date Principal Balance:$59,065,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:4.3% Net Rentable Area (SF):373,725
Loan Purpose:Acquisition Location:West Sacramento, CA
Borrower:SAC Ziggurat LLC Year Built / Renovated:1998 / NAP
Guarantors:Rohit Kumar and Jayaprasad Vejendla Occupancy:100.0%
Interest Rate:3.13000% Occupancy Date:8/6/2021
Note Date:7/20/2021 Number of Tenants:1
Maturity Date:8/6/2031 Fourth Most Recent NOI(1):NAV
Interest-only Period:120 months Third Most Recent NOI:$6,999,331 (T- 10 Annualized December 31, 2019)
Original Term:120 months Second Most Recent NOI:$7,529,617 (December 31, 2020)
Original Amortization:None Most Recent NOI:$7,418,398 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy:95.9%
Call Protection:L(24),D(92),O(4) UW Revenues:$11,991,733
Lockbox / Cash Management:Springing / Springing UW Expenses:$4,265,060
Additional Debt:N/A UW NOI:$7,726,672
Additional Debt Balance:N/A UW NCF:$6,863,245
Additional Debt Type:N/A Appraised Value / Per SF:$92,800,000 / $248
   Appraisal Date:6/1/2021
     

 

Escrows and Reserves(2) Financial Information(6)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF:$158
Taxes: $736,451$122,742N/A Maturity Date Loan / SF:$158
Insurance:$0SpringingN/A Cut-off Date LTV:63.6%
Replacement Reserves:$0$6,229N/A Maturity Date LTV:63.6%
TI/LC(3):$0$62,288$11,211,750 UW NCF DSCR:3.66x
Other(4):$6,457,962SpringingN/A UW NOI Debt Yield:13.1%
       
       

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$59,065,00059.3% Purchase Price$90,000,00090.4%
Preferred Equity24,850,00025.0% Upfront Reserves7,194,413 7.2%
Sponsor Equity8,675,730 8.7% Closing Costs2,318,340 2.3%
Other Sources(5)6,947,308 7.0% Other Uses25,2850.0%
Total Sources$99,538,038100.0% Total Uses$99,538,038100.0%

(1)The Fourth Most Recent NOI is unavailable as The Ziggurat Loan (as defined below) was used to acquire The Ziggurat Property and the seller did not provide 2018 financials.

(2)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.

(3)The borrower is required to deposit into a leasing reserve, (i) on each monthly payment date occurring in September 2021 through and including July 2024, an amount equal to approximately $62,288, (ii) on each monthly payment date occurring in August 2024 through and including July 2026, an amount equal to approximately $249,150, (iii) on each monthly payment date occurring in August 2026 through and including December 2026, an amount equal to approximately $597,960, and (iv) on each monthly payment date on and after January 2027, the sum of $62,288 for TI/LC reserves.

(4)Other Initial reserve is comprised of an approximately $6,457,962 GDS Lease Work reserve. See the “Escrows and Reserves” section for more details.

(5)Other Sources consists of a buyer credit totaling $6,947,308 for the DGS lease work reserve, base rent and reimbursement revenues, real estate taxes and utilities service contracts.

(6)While The Ziggurat Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact The Ziggurat Loan more severely than assumed in the underwriting of The Ziggurat Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

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

 

23 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

The Loan. The Ziggurat mortgage loan (“The Ziggurat Loan”) is secured by the borrower’s fee interest in a 373,725 square foot office property in West Sacramento, California (“The Ziggurat Property”). The Ziggurat Loan has a 10-year term and will be interest-only for its entire term. The Ziggurat Loan was originated by Citi Real Estate Funding Inc. (“CREFI”) on July 20, 2021. The borrower utilized the proceeds of The Ziggurat Loan, cash equity and other sources to acquire The Ziggurat Property, fund upfront reserves, other uses and pay origination costs.

 

The Borrower. The borrower is SAC Ziggurat 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 Ziggurat Loan.

 

The Loan Sponsors. The borrower sponsors and non-recourse carve out guarantors are Jayaprasad Vejendla and Rohit Kumar. Jayaprasad Vejendla and Rohit Kumar are principals of Nome Capital Partners, a private real estate investment company. Nome Capital Partners is a real estate investment management firm founded in 2014. Based in the San Francisco bay area, the firm invests in and manages income generating commercial real estate, with a current portfolio totaling $250 million and an additional $300 million under contract in 2021.

 

The Properties. The Ziggurat Property is ten-story pyramid shaped office building with a basement totaling 373,725 square feet of space located on a 7.23-acre site at 701-707 3rd Street in West Sacramento, California. The Ziggurat Property was originally constructed in 1998 by the Money Store and was designed to resemble the ancient ziggurats in the Mesopotamian Valley. Additionally, there is also a 1,490 space five-level parking garage in addition to surface parking. The Ziggurat Property has a waterfront location along the Sacramento River and is three blocks from Downtown Sacramento via the Tower Bridge. The building is in the process of achieving LEED Silver certification.

 

As of August 6, 2021, The Ziggurat Property is 100.0% leased to the State of California – DGS through February 28, 2032. The tenant has been in occupancy since 2001 and renewed its lease term in March 2019 for an additional 13 years. The State of California – DGS serves the public by providing a variety of services to state agencies through procurement and acquisition solutions, real estate management and design, environmentally friendly transportation, professional printing, design and web services, administrative hearings, legal services, building standards, oversight of structural safety, fire/life safety and accessibility for the design and construction of K-12 public schools and community colleges, funding for school construction, and disability access.

 

The Market. The Ziggurat Property is located in Yolo County in the Sacramento Metropolitan Statistical Area (“MSA”). The city of Sacramento is the California state capitol and the Sacramento MSA is representative of a typical state capital economy with high levels of both government and healthcare employment. According to the Sacramento Business Journal, as of June 2020 the three largest employers in the Sacramento MSA were Kaiser Permanente (23,485 employees), Sutter Health (18,947 employees), and Dignity Health (9,033 employees). US Highway 50, State Highway 99, Interstate 5 and Interstate 80 provide access to the San Francisco Bay Area to the west, Southern California to the south, Oregon, then Washington, to the north, and Nevada to the east. Sacramento International Airport and smaller county airports serve the area and the Port of Sacramento, a deep-water, bulk-commodity port utilized in the import and export of bulk agricultural- and construction-related products, is located in the Sacramento MSA.

 

The Ziggurat Property is in the Downtown office submarket within the larger Sacramento office market. The Downtown office Submarket reported average office asking rents of $34.56 per square foot as of the first quarter of 2021, representing a 33% increase over asking rents in 2011, a 21% increase over the 10-year average and a 2% increase over average asking rents in 2020. The Sacramento office market reported average office rents of $24.60 PSF as of the first quarter of 2021, an increase of 18% over asking rents in 2011, 16% over the 10-year average asking rent and 3% over average asking rents in 2020. The vacancy rate in the Downtown office submarket at the end of the first quarter of 2021 was 8.0% and the vacancy rate of the greater Sacramento office market was 10.0%.

 

According to the appraisal, the 2020 population, population growth from 2010-2020 and average household income are presented in the chart below:

 

 1 Mile3 Miles5 Miles
Population14,963131,482296,559
Population Growth16.57%13.09%11.31%
Average Household Income$63,048$86,042$85,607

 

COVID-19 Update. As of July 22, 2021, The Ziggurat Property is open and operating. There has been no rent relief requested and the State of California – DGS has paid rent each month. As of July 22, 2021, no loan modification or forbearance requests have been made on The Ziggurat Loan. The first payment date of The Ziggurat Loan is September 6, 2021.

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

Historical and Current Occupancy
2019(1)2020(1)Current(2)
100.0%100.0%100.0%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of August 6, 2021.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)

Net Rentable Area

(SF)

% of
Total NRA

Base Rent

PSF(3)

% of Total
Base Rent
Lease
Expiration Date
State of California – DGS(4) Aa2/AA/AA-373,725 100.0%$32.24100.0%2/28/2032
Occupied Total  373,725100.0%$32.24100.0% 
Vacant  0 0.0     
Total  373,725 100.0%    
(1)Based on the underwritten rent roll dated August 6, 2021.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Base Rent PSF is inclusive of contractual rent steps underwritten through the termination option per the tenant’s lease.

(4)The State of California – DGS may terminate its lease at any time effective on or after December 31, 2026 by giving written notice at least 180 days prior to the date when such termination will become effective.

 

Lease Rollover Schedule(1)(2)(3)
YearNumber
of Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring(4)
% of
Base
Rent
Expiring
Cumulative
Net
Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
VacantNAP0 0.0%NAPNAP  0 0.0%NAPNAP
MTM & 202100 0.0$00.0%0 0.0%$00.0%
2022000.000.0   00.0%$00.0%
2023000.000.0   00.0%$00.0%
2024000.000.0   00.0%$00.0%
2025000.000.0   00.0%$00.0%
2026000.000.0   00.0%$00.0%
2027000.000.0   00.0%$00.0%
2028000.000.0   00.0%$00.0%
2029000.000.0   00.0%$00.0%
2030000.000.0   00.0%$00.0%
2031000.000.0   00.0%$00.0%
2032 and Thereafter1373,725100.012,050,184 100.0   373,725100.0%$12,050,184 100.0%
Total1373,725100.0%$12,050,184100.0%    
(1)Based on the underwritten rent roll dated August 6, 2021.

(2)Lease Rollover Schedule is based on the lease expiration dates of all direct leases in place.

(3)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule. See “Tenant Summary” above.

(4)Base Rent Expiring is inclusive of contractual rent steps underwritten through the termination option per the tenant’s lease.

 

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

 

25 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

Operating History and Underwritten Net Cash Flow
 20192020TTM 4/30/2021UnderwrittenPer Square Foot%(1)
Base Rent(2)$10,658,237$11,270,237$11,400,228$11,660,211$31.2096.00%
Rent Steps(3)000389,9741.043.2%
Potential Income from Vacant Space00000.000.0%
Gross Potential Rent$10,658,237$11,270,237$11,400,228$12,050,184$32.2499.2%
Total Reimbursements052,74567,28396,3250.260.8%
Net Rental Income$10,658,237$11,322,982$11,467,512$12,146,509$32.50100.0%
(Vacancy/Credit Loss)000(501,044)(1.34)(4.1)%
Total Other Income962,733574,712350,797346,2670.932.9%
Effective Gross Income$11,620,970$11,897,693$11,818,308$11,991,733$32.0998.7%
Total Expenses4,621,6394,368,0774,399,9104,265,06011.4135.6%
Net Operating Income$6,999,331$7,529,617$7,418,398$7,726,672$20.6764.4%
Total TI/LC, RR000863,4272.317.2%
Net Cash Flow$6,999,331$7,529,617$7,418,398$6,863,245$18.3657.2%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(2)Underwritten Base Rent is based on the underwritten rent roll as of August 6, 2021.

(3)Rent steps underwritten through the termination option per the tenant’s lease.

 

Property Management. The Ziggurat Property is managed by G&E Real Estate Management Services, Inc., a Delaware corporation, doing business as Newmark Knight Frank.

 

Escrows and Reserves. At origination of The Ziggurat Loan, the borrower deposited (i) approximately $736,451 into the real estate taxes reserve and (ii) $6,457,962 into the DGS lease work reserve.

 

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated at approximately $122,742).

 

Insurance Reserve – On each payment date, The borrower is required to deposit an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage afforded by such policies unless the borrower maintains a blanket policy in accordance with The Ziggurat loan documents. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $6,229 for replacement reserves.

 

TI/LC Reserve – The borrower is required to deposit into a leasing reserve, (i) on each monthly payment date occurring in September 2021 through and including July 2024, an amount equal to approximately $62,288, (ii) on each monthly payment date occurring in August 2024 through and including July 2026, an amount equal to approximately $249,150, (iii) on each monthly payment date occurring in August 2026 through and including December 2026, an amount equal to approximately $597,960, and (iv) on each monthly payment date on and after January 2027, the sum of $62,288 for TI/LC reserves. The amount of funds on deposit in the leasing reserve account at any given time will not exceed $11,211,750 in the aggregate.

 

DGS Supplemental Reserve – During the continuance of a DGS Dark Period (as defined below), the borrower is required to deposit, on a monthly basis from September 2021 through and including December 2026, an amount equal to approximately $155,719 into the DGS supplemental reserve for tenant improvements and leasing commissions that may be incurred. Notwithstanding anything to the contrary, the borrower will not be entitled to duplicate draws from the DGS supplemental reserve and the leasing reserve for the same tenant improvement or leasing commission costs.

 

A “DGS Dark Period” means for the period commencing upon the origination date through and including December 31, 2026, any period during which a Specified Tenant Trigger Period (as defined below) would be in effect with respect to the State of California – DGS due to the State of California – DGS failing to be open to the public for business during customary hours and/or “going dark” in its Specified Tenant space, but for the satisfaction of the DGS safe harbor condition (i.e., a Specified Tenant Trigger Period would exist due to the matters described above, but the Department of General Services is then an investment grade tenant (i.e., rated “BBB –” or its equivalent from each of S&P, Moody’s and Fitch)).

 

Lockbox / Cash Management. The Ziggurat Loan is structured with a springing lockbox and springing cash management. At origination of The Ziggurat Loan, the borrower was required to deliver to lender for lender to hold in escrow a notice to each tenant directing each tenant to remit all payments under the applicable lease directly to the lender-controlled lockbox. Upon the occurrence and during the

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

 

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continuance of a Trigger Period (as defined below), the borrower will, or will cause the manager to, immediately deposit all revenue into the lockbox account. Within five days after the first occurrence of a Trigger Period, the borrower is required to send a notice to all tenants then occupying space at The Ziggurat Property directing them to pay all rent and other sums due under into the lender-controlled lockbox, provided, that, if the borrower fails to do so, the lender may deliver the notices delivered to lender at or after the origination of The Ziggurat Loan. Following the first occurrence of a Trigger Period, all funds transferred into the lockbox will be transferred on each business day, at the direction of borrower if no Trigger Period then exists or if a Trigger Period then exists, to a cash management account under the control of the lender to be applied and disbursed in accordance with The Ziggurat Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with The Ziggurat Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for The Ziggurat Loan. The lender has been granted a security interest in the cash management account.

 

A “Trigger Period” means a period commencing upon the earliest of (A) (i) the occurrence and continuance of an event of default, (ii) the debt yield falling below 7.25% and (iii) the occurrence of Specified Tenant Trigger Period (as defined below); and (B) expiring upon (I) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (II) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt yield is equal to or greater than 7.50% for two consecutive calendar quarters and (III) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist in accordance with the terms of The Ziggurat Loan documents. Notwithstanding the foregoing, a Trigger Period will not be deemed to expire in the event that a Trigger Period then exists for any other reason.

 

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant (as defined below) being in default under the applicable Specified Tenant lease, (ii) Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant space (or applicable portion thereof) (provided, however, with respect to the State of California – DGS, during the period beginning on the origination date through and including December 31, 2026, a Specified Tenant Trigger Period will not be deemed to be in effect as a result the State of California – DGS failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant Space (or applicable portion thereof) if the State of California – DGS is then an investment grade tenant (for the avoidance of doubt, will not apply from and after January 1, 2026 or at any time that the State of California – DGS is not an investment grade tenant (i.e., rated “BBB –” or its equivalent from each of S&P, Moody’s and Fitch))), (iii) Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof), (iv) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, (v) any bankruptcy or similar insolvency of Specified Tenant and (vi) Specified Tenant failing to extend or renew the applicable Specified Tenant lease on or prior the earlier of (I) 12 months prior to the expiration of the Specified Tenant lease and (II) the earliest date upon which Specified Tenant may provide notice of the exercise of its right to extend or renew the applicable Specified Tenant lease, in either case, in accordance with the applicable terms and conditions thereof and in The Ziggurat Loan Documents for the applicable Specified Tenant renewal term, and (B) expiring upon the first to occur of lender’s receipt of evidence reasonably acceptable to lender (which such evidence will include, without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance acceptable to lender) of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) (x) with respect to the Specified Tenant space demised to the initial Specified Tenant on the origination date, (A) the borrower leasing 60% of such Specified Tenant space in accordance with the applicable terms and conditions under The Ziggurat Loan documents, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease and (B) the debt yield is equal to or greater than 8.50% for two consecutive calendar quarters, and (y) with respect to the Specified Tenant space demised to any other Specified Tenant, Borrower leasing the entire Specified Tenant space (or applicable portion thereof) in accordance with the applicable terms and conditions under The Ziggurat Loan documents, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease.

 

A “Specified Tenant” means (i) the State of California – DGS and (ii) any other lessee(s) of 25% or more of the initial Specified Tenant space as of the origination date (or any portion thereof) and any guarantor(s) of the applicable related Specified Tenant lease(s).

 

Specified Tenant Cure Conditions” means each of the following, as applicable: (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant lease (beyond applicable notice and cure periods, if any), (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant lease in accordance with clause (vi) of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant lease for a term of not less than five years, (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy

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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or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to final, non-appealable order of a court of competent jurisdiction and (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. The Ziggurat Property is subject to a purchase option in favor of PacificCal Debt II, LLC (“PacificCal”) pursuant to which PacificCal has an option to purchase the portion of The Ziggurat Property developed as a parking garage (the “Parking Garage”) for $30,000,000. The purchase option can be exercised at any time prior to December 31, 2026. The sale is conditioned upon (i) confirmation that the sale will not result in a default under the State of California – DGS lease, (ii) that the sale does not require the consent of the City of West Sacramento pursuant to documents relating to the initial development of the site within which The Ziggurat Property is located (or that such consent has been granted) and (iii) that the sale will not cause the office building that will remain as collateral for The Ziggurat Loan (the “Office Building”) to be out of compliance with applicable zoning laws. The option includes a requirement to enter into an easement agreement in favor of the Office Building that provides for use of parking spaces in favor of the Office Building such that the Office Building will be provided with the spaces required to be made available to the State of California – DGS pursuant to the current terms of its lease (or, in the event such lease has been terminated, the greater of (x) 784 spaces and (y) the minimum number of spaces required for the Office Building pursuant to applicable zoning laws). The Ziggurat Loan documents provide for a partial release of the Parking Garage in connection with PacificCal’s exercise of the purchase option, which is subject to yield maintenance if the purchase option is exercised prior to the date that The Ziggurat Loan may be defeased pursuant to The Ziggurat Loan documents, and otherwise pursuant to a partial defeasance in accordance with The Ziggurat Loan documents. The amount of The Ziggurat Loan to be prepaid or defeased, as applicable, is (A) the greater of (i) 125% of the allocated loan amount of the Parking Garage (i.e., $8,995,221) and (ii) such amount as is necessary such that the debt yield with respect to the Office Building is no less than the greater of (x) the debt yield prior to release and (y) 11.0%, (iii) such amount as is necessary such that the loan-to-value ratio with respect to the Office Property is no greater than the lesser of (x) the loan-to-value ratio prior to release and (y) 65.7% and (iv) such amount as is necessary such that the debt service coverage ratio with respect to the remaining property is no less than the greater of (x) the debt service coverage ratio prior to release and (y) 3.70x, plus (B) to the extent the amount described in the foregoing clause (A) when applied to partial is insufficient under REMIC requirements, as determined by the lender, the amount equal to such insufficiency.

 

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

 

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

 

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

 

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THE 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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Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$56,000,000 Title:Fee
Cut-off Date Principal Balance:$56,000,000 Property Type - Subtype:Office – Suburban
% of Pool by IPB:4.1% Net Rentable Area (SF):240,669
Loan Purpose:Acquisition Location:Doral, FL
Borrower:MG3 Doral Office LLC Year Built / Renovated:2001 / 2018
Guarantor:MG3 REIT, LLC Occupancy(2):94.6%
Interest Rate:3.31000% Occupancy Date:6/1/2021
Note Date:7/12/2021 Number of Tenants:11
Maturity Date:8/6/2031 Fourth Most Recent NOI:$3,837,758 (December 31, 2018)
Interest-only Period:120 months Third Most Recent NOI:$4,599,483 (December 31, 2019)
Original Term:120 months Second Most Recent NOI:$5,005,189 (December 31, 2020)
Original Amortization:None Most Recent NOI:$5,113,960 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy(2):94.6%
Call Protection:L(24),D(92),O(4) UW Revenues:$9,175,334
Lockbox / Cash Management:Springing / Springing UW Expenses:$3,299,736
Additional Debt:N/A UW NOI(2)(3):$5,875,598
Additional Debt Balance:N/A UW NCF(2):$5,540,370
Additional Debt Type:N/A Appraised Value / Per SF(2):$96,200,000 / $400
   Appraisal Date:6/4/2021
     
     
     

 

Escrows and Reserves(1) Financial Information(2)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF: $233
Taxes: $1,096,651$109,665N/A Maturity Date Loan / SF:$233
Insurance:$233,020$41,510N/A Cut-off Date LTV:58.2%
Replacement Reserves:$0$5,816N/A Maturity Date LTV: 58.2%
TI/LC:$1,000,000Springing$1,000,000 UW NCF DSCR: 2.95x
Other:$71,568$0N/A UW NOI Debt Yield: 10.5%
        
        
 
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$56,000,00055.0% Purchase Price$96,000,00094.2%
Sponsor Equity44,842,088 44.0    Closing Costs3,462,286 3.4   
Other Sources1,021,437 1.0    Upfront Reserves2,401,239 2.4   
       
Total Sources

$101,863,525

100.0% Total Uses

$101,863,525

100.0%
               
(1)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.

(2)While the Doral Concourse Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Doral Concourse Loan more severely than assumed in the underwriting of the Doral Concourse Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Special Risks—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(3)The increase from Most Recent NOI to UW NOI can be attributed to in-place rent steps.

 

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

 

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The Loan. The Doral Concourse Loan (the “Doral Concourse Loan”) is secured by a first mortgage lien on the borrower’s fee interest in a 240,669 square foot, six-story, Class A, office building located in Doral, Florida (the “Doral Concourse Property”). The Doral Concourse Loan was originated by Citi Real Estate Funding Inc. (“CREFI”) on July 12, 2021 and accrues interest at a rate of 3.31000% per annum. The Doral Concourse Loan has an original term to maturity and remaining term to maturity of 120 months as of the Cut-off Date. The borrower used the proceeds of the Doral Concourse Loan along with approximately $44,842,088 of new cash equity and other sources to acquire the Doral Concourse Property, fund upfront reserves, and pay origination costs.

 

The Borrower. The borrower is MG3 Doral Office LLC, a single purpose Delaware limited liability company with one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Doral Concourse Loan.

 

The Loan Sponsor. The loan sponsor and non-recourse carve-out guarantor is MG3 REIT, LLC, which is a Delaware limited liability company. Founded in 2003, MG3 REIT, LLC is a private real estate company that specializes in investment management, property management, development, design, construction, leasing, and financing a diverse portfolio of commercial real estate investments across Florida. Since 2003, MG3 REIT, LLC has developed 2,250,000 square feet with $540 million in assets under management. MG3 REIT, LLC currently owns 12 properties, all of which are in Florida, totaling 825,890 square feet of rentable building area.

 

The Property. The Doral Concourse Property is a six-story, Class A, office building located at 8400 Northwest 36th Street in Doral, Florida. The property was built in 2001 and renovated in 2018. The Doral Concourse Property consists of 240,669 square feet of net rentable area approximately 5.1 acres of land. According to the appraisal, the building has a connected five-story parking garage with 1,160 parking spaces at a ratio of 4.82 spaces per 1,000 square feet. Over the past several years, the building has undergone several major capital improvement items including a lobby/corridor upgrade, new cooling tower and HVAC system, and roof repairs.

 

As of June 1, 2021, the Doral Concourse Property was approximately 94.6% leased to 11 unique tenants.

 

The largest tenant, Starboard Holdings Ltd., a Delaware corporation (“Starboard”) (60,504 square feet; 25.1% of net rentable area; 20.6% of underwritten base rent) was founded in 1958 and is in the cruise retail industry. Since 2000, Starboard has been part of LVMH Moët Hennessy (“LVMH”) and has approximately 2,400 employees while operating 100 cruise ships worldwide with 700 onboard stores. Starboard is headquartered at the Doral Concourse Property and has over 300 employees at the location. Starboard has been at the Doral Concourse Property since 2004 and has a lease expiration in April 2030. The Starboard lease has a one-time right to give back up to 10,000 square feet of space on 5th floor effective December 31, 2025 with at least nine months’ notice, but no more than 12 months’ notice and a termination fee. Additionally, Starboards’ lease has one extension option for five to ten years.

 

The second largest tenant, Infinity Insurance Company (39,198 square feet; 16.3% of net rentable area; 18.5% of underwritten base rent), is a subsidiary of Kemper Corporation, one of the nation’s leading specialized insurance companies. Kemper Corporation has over 9,500 employees and services approximately 6.2 million policies. Kemper Corporation offers insurance for auto, home, life, health, and valuables and is licensed to sell insurance in all 50 states and the District of Columbia. Infinity Insurance Company has been at the Doral Concourse Property since 2012 and has a lease expiration of December 31, 2025 with no termination options and one, five-year extension option.

 

The third largest tenant, the Transportation Security Administration (“TSA) (29,657 square feet; 12.3% of net rentable area; 14.4% of underwritten base rent), manages security policies for railroads, buses, pipelines, ports, mass transit systems, and highways. The TSA also screens baggage and travelers at most of the major airports in the United States and oversees contracts that are held by private screening firms. The TSA has been at the Doral Concourse Property since 2016 and has a lease expiration of November 30, 2026. The TSA lease has an ongoing termination option effective November 30, 2021 with at least 180 days prior notice. Additionally, TSA’s lease has one, five year extension option.

 

COVID-19 Update. As of July 6, 2021, the Doral Concourse Property is open and operating, with most tenants operating in limited capacity. There has been no rent relief requested, other than rent relief to Marriott Int’l Admin Svcs, Inc for the months of May and June, 2020, totaling $75,155.36 (which the landlord agreed for the tenant to repay in installments of $6,399.71 starting January 1, 2021) and all tenants are current on rent. As of July 6, 2021, no loan modification or forbearance requests have been made on the Doral Concourse Loan. The first payment date of the Doral Concourse Loan is September 6, 2021.

 

The Market. According to the appraisal, the Doral Concourse Property is located in the Miami-Miami Beach-Kendall metro area (“Miami MSA”). The Miami MSA is a major center in finance, commerce, and trade. Per the Appraisal, Miami-Dade County has a 2020 population of 2,759,670, up 10.5% from 2010 when the population was 2,496,435. The population is projected to grow at an annual rate of one percent to 2,894,298 in 2025. The estimated 2020 population within a one-, three-, and five- mile radius of the Doral Concourse Property was 11,125, 105,325, and 463,403. The estimated 2020 average household income within a one-, three-, and five- mile radius of the Doral Concourse Property was $72,180, $82,869, and $66,943.

 

The Doral Concourse Property is adjacent to the recently developed, one-billion-dollar mixed-use development, Park Square at Doral encompassing four blocks (51-acres). City Place at Doral features a 300,000 SF lifestyle center developed by a joint venture between Related and Prudential, which includes a Fresh Market, 22 bars and restaurants, a movie theatre, various boutiques, and an upmarket

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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bowling alley. The development also includes The Manor and The Flats, two luxury apartment properties with 701-units built atop the retail component of City Place at Doral.

 

Primary access to the Doral Concourse Property is provided from Northwest 36th Street via the Palmetto Expressway, a freeway with portions of the road carrying more than 250,000 vehicles a day. Northwest 36th Street is a primary east/west highway in the area that provides access to an array of shopping areas and the Miami International Airport (5.6 miles), as well as surrounding residential neighborhoods. The Miami International Airport was founded in 1928 and is one of the largest international passenger and freight airports in the world with 100 different carriers servicing 163 destinations.

 

The appraisal identified six sale comparables, located in South Florida. The comparable buildings were built between 1986 and 2019 and range in size from 56,710 square feet to 498,073 square feet. The sales price per square foot ranged from $221.13 to $408.68, while net operating income per square foot ranged from $14.51 to $25.46. In addition, the appraisal identified six Class A lease comparables located in Doral and Miami. The comparable leases range in size from 1,422 square feet to 5,526 square feet with rents ranging from $23.00 per square foot to $40.00 per square foot.

 

Historical and Current Occupancy
2018(1)2019(1)2020(1)Current(2)
90.3%86.4%97.5%94.6%
(1)Historical Occupancies are as of December 31 of each respective year unless specified otherwise.

(2)Current Occupancy is as of June 1, 2021.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(3)% of Total
Base Rent(3)
Lease
Expiration Date
Starboard(4) A1/NR/A+60,504   25.1%$25.91  20.6%4/30/2030
Infinity Insurance Company A3/NR/A39,198 16.3  $35.87 18.5  12/31/2025
TSA(5) NR/NR/NR29,657 12.3  $37.00 14.4  11/30/2026
Greenberg Traurig, P.A. NR/NR/NR28,600 11.9  $35.05 13.2  3/31/2026
Franchise World Headquarters, LLC(6) NR/NR/NR21,1118.8$36.58 10.1 11/30/2028
Pipeline Doral, LLC NR/NR/NR12,4565.2$38.21 6.312/31/2026
Marriott Int’l Admin Svcs, Inc(7) Baa3/NR/BBB-11,2444.7$38.21 5.63/31/2025
Evolent Health LLC NR/NR/NR10,2764.3$38.24 5.24/30/2024
General Mills Sales, Inc. Baa2/NR/BBB6,9502.9$26.31 2.47/31/2023
Alight Solutions, LLC NR/NR/B+6,5172.7$39.14 3.43/31/2027
Total  226,51394.1%$33.47 99.6% 
Remaining Tenants  1,249 0.5 22.520.4 
Total Occupied  227,762 94.6%   
Vacant  12,907 5.4   
Total  240,669 100.0% $33.41 100.0% 
(1)Based on the underwritten rent roll dated June 1, 2021.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Base Rent PSF and % of Total Base Rent are inclusive of contractual rent steps of $648,741 through May 1, 2022.

(4)Starboard has a one-time right to terminate its lease for up to 10,000 square feet on the fifth floor effective December 31, 2025 with at least nine, but no more than 12, months’ notice.

(5)TSA has an ongoing termination option after November 30, 2021 upon at least 180 days’ notice.

(6)Franchise World Headquarters, LLC has a one-time right to terminate its lease as of November 1, 2025 upon nine months prior notice.

(7)Marriot Int’l Admin Svcs, Inc has a one-time right to terminate its lease as of March 31, 2023.

 

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

 

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Lease Rollover Schedule(1)(2)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(3)% of Base Rent Expiring(3)Cumulative Net Rentable Area ExpiringCumulative % of NRA ExpiringCumulative Base Rent ExpiringCumulative % of Base Rent Expiring
VacantNAP12,907 5.4%NAPNAP   12,9075.4%NAP NAP
MTM & 2021000.0   $0 0.0%12,9075.4%$00.0%
2022000.0   00.0   12,9075.4%$00.0%
202328,1993.4   210,9822.8   21,1068.8%$210,9822.8%
2024110,2764.3   392,9545.2   31,38213.0%$603,9367.9%
2025250,44221.0   1,835,52824.1   81,82434.0%$2,439,46432.1%
2026370,71329.4   2,575,68333.8   152,53763.4%$5,015,14665.9%
202716,5172.7   255,0753.4   159,05466.1%$5,270,22269.3%
2028121,1118.8   772,24010.1   180,16574.9%$6,042,46279.4%
2029000.0   00.0   180,16574.9%$6,042,46279.4%
2030160,50425.1   1,567,72620.6   240,669100.0%$7,610,188100.0%
2031000.0   00.0   240,669100.0%$7,610,188100.0%
2032 and Thereafter000.0   00.0   240,669100.0%$7,610,188100.0%
Total11240,669 100.0%$7,610,188  100.0%    
                  
(1)Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant leases that are not considered in this rollover schedule.

(2)Based on the underwritten rent roll dated June 1, 2021.

(3)Base Rent Expiring and % of Base Rent Expiring are inclusive of contractual rent steps of $648,741 through May 1, 2022.

 

 Operating History and Underwritten Net Cash Flow
 201820192020TTM (4/30/2021)(1)Underwritten(1)Per Square Foot%(2)
Base Rent(3)$5,136,723$5,908,365$6,223,600$6,296,823$6,961,447$28.9371.8%
Rent Steps0000648,7412.706.7%
Potential Income from Vacant Space0000516,2802.155.3%
Gross Potential Rent$5,136,723$5,908,365$6,223,600$6,296,823$8,126,468$33.7783.9%
Total Reimbursements805,420870,168876,614893,3391,414,6575.8814.6%
Total Other Income1647221677011543361504891504890.631.6%
Net Rental Income$6,106,865$6,946,234$7,254,551$7,340,651$9,691,614$40.27100.0%
(Vacancy/Credit Loss)0000(516,280)(2.15)(5.3%)
Effective Gross Income$6,106,865$6,946,234$7,254,551$7,340,651$9,175,334$38.1294.7%
Total Expenses2,269,1072,346,7522,249,3622,226,6913,299,73613.7136.0%
Net Operating Income$3,837,758$4,599,483$5,005,189$5,113,960$5,875,598$24.4164.0%
Total TI/LC, RR00003352281.393.7%
Net Cash Flow$3,837,758$4,599,483$5,005,189$5,113,960$5,540,370$23.0260.4%

(1)The increase from TTM NOI to UW NOI can be attributed to in-place rent steps.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(3)Underwritten Base Rent is based on the in place rent roll as of June 1, 2021.

 

Property Management. The Doral Concourse Property is managed by Blanca Property Management, LLC, a Delaware limited liability company and third-party property management company.

 

Escrows and Reserves. At loan origination, the borrower deposited approximately (i) $1,096,651 into a real estate taxes reserve, (ii) $233,020 into an insurance reserve, (iii) $1,000,000 for ongoing tenant improvements and leasing commissions, and (iv) $71,568 into an unfunded tenant obligations reserve.

 

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the estimated annual real estate taxes (initially estimated at approximately $109,665).

 

Insurance Reserve – On each payment date, the borrower is required to deposit an amount equal to 1/12 of estimated insurance premiums (initially estimated at approximately $41,510).

 

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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Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $5,816.

 

Tenant Improvements and Leasing Commissions Reserve – The borrower is required to deposit into a tenant improvement and leasing commission reserve, on a monthly basis, an amount equal to approximately $25,700 if the balance in the tenant improvement and leasing commission reserve falls below $250,000, in which event such monthly reserve deposits will no longer be required once the balance in the tenant improvement and leasing commission reserve reaches $1,000,000.

 

Lockbox / Cash Management. The Doral Concourse Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Trigger Period the borrower is required to establish a lender-controlled lockbox account for the sole and exclusive benefit of the lender. Upon and after the first occurrence of a Trigger Period, the borrower is required to cause revenue received by the borrower or the property manager from the Doral Concourse Property to be deposited into such lockbox immediately upon receipt. All funds deposited into the lockbox are required during a Trigger Period to be transferred on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the Doral Concourse Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Doral Concourse Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Doral Concourse Loan, subject to the following limitations: (i) if the Trigger Period is solely on account of either a Renewal Trigger (as defined below) or a Rating Trigger (as defined below), the sweep of excess cash flow to the excess cash flow reserve account is capped at an amount equal to 12 monthly excess cash flow deposits, and in addition the borrower may deposit cash or a letter of credit with the lender in such capped amount to avoid or end the sweep of excess cash flow into the excess cash flow reserve account (in either case excess cash flow would then be disbursed to the borrower); and (ii) if the Trigger Period is solely on account of a DSCR Trigger (as defined below), the borrower may deposit cash or a letter of credit with the lender in an amount equal to six months of excess cash flow assuming the debt service coverage ratio was 1.80x, and to increase such deposit or letter of credit by the same amount each six months thereafter, to avoid or end the sweep of excess cash flow into the excess cash flow reserve account (in which case excess cash flow would then be disbursed to the borrower). Provided no event of default has occurred and is continuing, any excess cash flow funds remaining in the excess cash flow reserve account will be disbursed to the borrower upon the expiration of any Trigger Period.

 

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt service coverage ratio falling below 1.75x (a “DSCR Trigger”), and (iii) the occurrence of a Specified Tenant Trigger Period (as defined below); and (B) expiring upon (x) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (y) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.80x for two consecutive calendar quarters and (z) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist in accordance with the terms of the Doral Concourse Loan documents. Notwithstanding the foregoing, a Trigger Period will not be deemed to expire in the event that a Trigger Period then exists for any other reason.

 

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur (i) any Specified Tenant being in default under the applicable Specified Tenant Lease, (ii) any Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant space (except pursuant to Starboard’s exercise of its 10,000 square foot contraction option), (iii) any Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof) (except pursuant to Starboard’s exercise of its 10,000 square foot contraction option), (iv) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect (except pursuant to Starboard’s exercise of its 10,000 square foot contraction option), (v) any bankruptcy or similar insolvency of any Specified Tenant, (vi) any Specified Tenant failing to extend or renew its lease on or prior to the earlier of 12 months prior to the expiration of the then applicable term of such lease or the date set forth in such lease for which the applicable Specified Tenant is required to give its renewal notice (a “Renewal Trigger”), and (vii) LVMH Moet Hennessy Louis Vuitton SE ceasing to satisfy the Credit Rating Condition (as defined below)(a “Rating Trigger”), and (B) expiring upon the earlier of satisfaction of the Specified Tenant Cure Conditions (as defined below) or the borrower leasing the entire applicable Specified Tenant space (or applicable portion thereof) in accordance with the terms of the Doral Concourse Loan documents.

 

A “Specified Tenant” means, as applicable, (i) Starboard and (ii) any other lessee(s) of the Specified Tenant space (or any portion thereof) and any guarantor(s) of the applicable related Specified Tenant lease(s).

 

A “Credit Rating Condition” means as to any entity, a condition which shall be satisfied to the extent that, as of the applicable determination, such entity maintains a long-term unsecured debt rating of at least “BBB-” from S&P and an equivalent rating from each of the other rating agencies which rate such entity.

 

The “Specified Tenant Cure Conditions” shall mean each of the following, as applicable: (i) the applicable Specified Tenant has cured all defaults under its lease, (ii) the applicable Specified Tenant is in actual, physical possession of the applicable Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the applicable Specified Tenant

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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space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant Lease in accordance with clause (vi) of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance with the terms hereof and thereof for at least a five year term, (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed its lease pursuant to final, non-appealable order of a court of competent jurisdiction, (vi) the applicable Specified Tenant is paying full, unabated rent under its lease, and (vii) in the event the Specified Tenant Trigger Period is due to LVMH Moet Hennessy Louis Vuitton SE ceasing to satisfy the Credit Rating Condition, LVMH Moet Hennessy Louis Vuitton SE maintains a long-term unsecured debt rating of at least “BBB-” from S&P and an equivalent rating from each of the other rating agencies that rate such entity for at least two consecutive calendar quarters.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. From and after July 12, 2023, the direct and/or indirect equity owners of the borrower are permitted, provided no event of default under the Doral Concourse Loan documents has occurred and is continuing, to obtain mezzanine financing secured by direct or indirect equity interests in the borrower, subject to satisfaction of the applicable conditions set forth in the Doral Concourse Loan documents, including (i) the mezzanine loan is junior and subordinate to the Doral Concourse Loan, (ii) the lender’s review and approval in its reasonable discretion of the terms and conditions of the mezzanine loan including the lender thereunder and the mezzanine loan documents, (iii) the mezzanine loan has a maturity date that is co-terminus with or is after the maturity date of the Doral Concourse Loan, (iv) as of the origination of the mezzanine loan, the mezzanine loan, together with the Doral Concourse Loan, has a combined debt yield of at least 9.25%, (v) as of the origination of the mezzanine loan, the mezzanine loan, together with the then-outstanding principal balance of the Doral Concourse Loan, has a combined loan-to-value ratio of no greater than 58.20%, (vi) as of the origination of the mezzanine loan, the mezzanine loan, together with the Doral Concourse Loan, has a combined debt service coverage ratio of at least 2.75x, (vii) the lender under the mezzanine loan satisfies certain qualified lender criteria set forth in the Doral Concourse Loan documents, (viii) the mezzanine lender has entered into an intercreditor agreement with the lender under the Doral Concourse Loan satisfactory to the lender under the Doral Concourse Loan, and (ix) upon request of the lender under the Doral Concourse Loan, the borrower delivers a rating agency confirmation with respect to the mezzanine loan.

 

Partial Release. None.

 

TSA Tenant. Under federal regulations, TSA is not required to recognize a purchaser of real property as a successor landlord under a lease unless and until TSA has determined that it is in the TSA’s “best interest” and issues a novation agreement. Until such time as TSA delivers a novation agreement, TSA (a) continues to pay rent under its lease to the prior owner/seller of the Doral Concourse Property, (b) is not obligated to recognize the borrower as landlord under its lease, (c) may look to the prior landlord to perform any landlord obligations under its lease, and (d) if the lender were to become the owner of the Doral Concourse Property through foreclosure, deed-in-lieu or otherwise, absent a fully executed SNDA between TSA and the lender, is not obligated to recognize the lender as lessor. A fully executed novation agreement was not delivered at origination with respect to the Doral Concourse Property because the TSA will not entertain delivery of same until the borrower has acquired the Doral Concourse Property. At origination, (a) the borrower entered into an escrow agreement, pursuant to which the borrower (i) deposited into escrow an Assignment of Claims executed by the borrower and approving the lender’s Notice of assignment of claims, and (ii) permits the lender, upon the occurrence of a Trigger Period (as such term is defined in the mortgage loan documents), to send the notice of assignment of claims, attaching the assignment of claims, to TSA, directing TSA to thereafter pay rent to the lender and (b) the seller agreed, under the related purchase and sale agreement, to deliver all rents under the TSA lease to borrower until such time as the novation agreement is delivered. The Doral Concourse Loan documents requires the borrower to deliver (a) a fully executed SNDA, (b) a novation agreement, and (c) supplemental lease agreements evidencing the terms of the applicable novation agreements within 90 days of origination. The loan is recourse for losses to the Doral Concourse and guarantor (a) for the failure of the novation agreement to be delivered to lender, (b) the failure of any rents due under the TSA lease to be delivered to borrower until such time as the novation agreement is delivered, (c) following the occurrence of a Trigger Period, the failure of any rents due under the TSA Lease to be delivered into the clearing account (or as otherwise directed by lender) as required pursuant to the terms of the Doral Concourse Loan documents, (d) following a foreclosure of the security instrument, deed-in-lieu of foreclosure, or other exercise of lender’s remedies pursuant to the terms of this agreement, the security instrument, and/or the other Doral Concourse Loan documents, the borrower’s failure to immediately deliver all revenue derived from the Doral Concourse Property with respect to TSA tenant and/or the TSA lease received by borrower or the property manager, as the case may be, and (e) if borrower, guarantor or any affiliate interferes with lender’s exercise of its rights under the TSA escrow agreement.

 

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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909 Third Avenue Fee

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:JPMCB Single Asset / Portfolio:Single Asset
Original Principal Balance:$45,000,000 Title:Fee
Cut-off Date Principal Balance:$45,000,000 Property Type - Subtype:Other – Leased Fee
% of Pool by IPB:3.3% Net Rentable Area (SF)(2):82,341
Loan Purpose:Acquisition Location:New York, NY
Borrower:909 Third Holding LLC Year Built / Renovated(2):NAP / NAP
Guarantor:Walter J. Hinneberg GMBH Occupancy:NAP
Interest Rate(1):3.18800% Occupancy Date:NAP
Note Date:6/11/2021 Number of Tenants:1
ARD Date(1):7/5/2031 Fourth Most Recent NOI(3):NAV
Maturity Date(1):5/5/2041 Third Most Recent NOI(3):NAV
Interest-only Period:120 months Second Most Recent NOI(3):NAV
Original Term:120 months Most Recent NOI(3):NAV
Original Amortization:None UW Economic Occupancy(7):100.0%
Amortization Type:Interest Only - ARD UW Revenues:$1,600,000
Call Protection:L(25),YM1(91),O(4) UW Expenses:$0
Lockbox / Cash Management:None / In Place UW NOI(7):$1,600,000
Additional Debt:N/A UW NCF(4)(7):$1,600,000
Additional Debt Balance:N/A Appraised Value / Per SF(5):$192,500,000 / $2,338
Additional Debt Type:N/A Appraisal Date:2/23/2021
     
     

 

Escrows and Reserves(6) Financial Information(1)(7)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF: $547
Taxes:$0SpringingN/A Maturity Date Loan / SF: $547
Insurance:$0SpringingN/A Cut-off Date LTV: 23.4%
Replacement Reserves:$0$0N/A Maturity Date LTV: 23.4%
TI/LC:$0$0N/A UW NCF DSCR(4): 1.10x
Other:$0$0N/A UW NOI Debt Yield(4): 3.6%
   

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$45,000,00023.1% Purchase Price$192,500,00098.8%
Sponsor Equity149,810,64376.9% Closing Costs2,310,6431.2%
Total Sources$194,810,643100.0% Total Uses$194,810,643100.0%
(1)The 909 Third Avenue Fee Loan (as defined below) is structured with an ARD (as defined below) of July 5, 2031 and a final maturity date of May 5, 2041. After the ARD, the interest rate will be revised to the greater of (i) 5.18800%, (ii) the 10-year swap yield as of the ARD plus 3.65000%, subject to a cap of 8.18800% and (iii) the default rate, when applicable, pursuant to the 909 Third Avenue Fee Loan documents. The Mortgage Loan Information and Financial Information presented in the tables above are calculated based on the ARD.
(2)Net Rentable Area (SF) reflects square footage attributable to the parcel of land which serves as collateral for the 909 Third Avenue Fee Loan. The improvements (which do not serve as collateral for the 909 Third Avenue Fee Loan) consist of a 32-story, Class A office building comprised of an above grade gross building area of 1,321,050 square feet. The related leasehold improvements were built in 1967 and altered between 2011 and 2014.
(3)Historical financials are not provided for as the leased fee nature of the collateral requires only an annual contractual ground lease payment with no accompanying expenses. Historical financials for the leasehold improvements are not provided for as the ground lessee is under no contractual obligation to provide financial reporting to the leased fee owner.
(4)UW NCF, UW NCF DSCR and UW NOI Debt Yield are reflective of the contractual ground lease payments and do not account for any income attributable to the leasehold improvements. According to the loan sponsor, based on the leasehold cash flow, UW NOI, UW NCF, UW NCF DSCR and UW NOI Debt Yield would significantly exceed such amounts attributable to the contractual ground lease payments.
(5)Appraised Value / Per SF is reflective of the Lease Fee value of the 909 Third Avenue Fee property, exclusive of any and all value attributable to the leasehold improvements. The fee simple land value, as determined by the appraiser as of February 23, 2021 absent the contractual ground lease in-place, was approximately $603.9 million with a projected land value in November 2063 (upon expiration of the in-place ground lease) of approximately $921.8 million.
(6)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.
(7)While the 909 Third Avenue Fee Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 909 Third Avenue Fee Loan more severely than assumed in the underwriting of the 909 Third Avenue Fee Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

The Loan. The 909 Third Avenue Fee mortgage loan (the “909 Third Avenue Fee Loan”) is secured by a first mortgage lien on the borrower’s leased fee interest in an 82,341 square foot parcel located in Midtown East Manhattan, New York. The 909 Third Avenue Fee property is improved with a 32-story, Class A office building (which does not serve as collateral for the 909 Third Avenue Fee Loan). The leasehold improvements were completed in 1967 and are comprised of an above grade gross building area of 1,321,050 square feet. The 909 Third Avenue Fee Loan has a 10-year term through the anticipated repayment date of July 5, 2031 (the “ARD”). From origination until the ARD, the 909 Third Avenue Fee Loan accrues at the rate of 3.18800%. From and after the ARD, through and including May 5, 2041 (the “Maturity Date”), the interest rate will be revised to the greater of (i) 5.18800%, (ii) the 10-year swap yield as of the ARD plus 3.65000%, subject to a cap of 8.18800% and (iii) the default rate, when applicable, pursuant to the 909 Third Avenue Fee Loan documents (the “Revised Interest Rate”). Each monthly debt service payment paid by the borrower after the ARD will be applied to the payment of interest computed at the initial interest rate. The differences between the interest accrued at the Revised Interest Rate and the initial interest rate, if not paid on the applicable payment date, will be deferred and paid on the Maturity Date to the extent not sooner paid by the borrower. From and after the ARD, the borrower will be required to make payments in reduction of the outstanding principal balance of the 909 Third Avenue Fee Loan and accrued interest as set forth in the “Lockbox / Cash Management” description herein.

 

The Borrower. The borrower is 909 Third Holding LLC, 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 909 Third Avenue Fee Loan.

 

The Loan Sponsor. The loan sponsor is the Walter J. Hinneberg Company. The Walter J. Hinneberg Company is a German company founded in 1958 and run by Christian Hinneburg and Walter Jr. Hinneburg. Christian Hinneburg and Walter Jr. Hinneburg are successful ship brokers and real estate investors. The non-recourse carveout guarantor is Walter J. Hinneberg GMBH. The guarantor’s liability under the recourse guaranty and the environmental indemnity is limited to a maximum aggregate amount of $25,000,000.00 (the “Guarantor Liability Cap”); provided, however, that any costs and expenses incurred by lender (including reasonable attorney’s fees and costs) in connection with the enforcement of the recourse guaranty and the environmental indemnity and the collection of amounts due thereunder is not subject to the Guarantor Liability Cap.

 

The Property. The 909 Third Avenue Fee property is an 82,341 square foot leased fee parcel located in Midtown East Manhattan, New York. The leasehold improvements built atop the 909 Third Avenue Fee property are comprised of a 32-story, Class A office building totaling an above grade gross building area of 1,321,050 square feet. The leasehold improvements were constructed in 1967 and altered between 2011 and 2014.

 

The 909 Third Avenue Fee property is ground leased to 909 Third Company, L.P., an affiliate of Vornado Realty Trust (“Vornado”). Vornado is a fully-integrated real estate investment trust with a concentration on commercial assets and a strategy of growing its position in New York City office and Manhattan high street retail with approximately 2,899 employees as of December 31, 2020. Additionally, Vornado held approximately 28.6 million square feet of real estate across 79 properties in New York alone as of December 31, 2020. As of March 31, 2021, Vornado had approximately $16.1 billion in assets.

 

The ground lease term commenced on April 7, 1966, and Vornado exercised its first renewal option under the lease which commenced on December 1, 2018 and will expire on May 31, 2041. Vornado has one additional renewal option of 22.5 years for a term expiring on November 30, 2063. There are no escalations; ground rent will remain at $1,600,000 through the end of the second renewal term. Vornado must provide notice of renewal at least two years prior to the May 31, 2041 expiration date.

 

COVID-19 Update. As of July 20, 2021, the leasehold improvements built atop the 909 Third Avenue Fee property are open and operating. There has been no rent relief requested and Vornado is current with respect to all contractual ground rent obligations. As of July 20, 2021, the 909 Third Avenue Fee is not subject to any modification or forbearance requests. The first payment date is scheduled for August 5, 2021. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

Historical and Current Occupancy(1)
201820192020Current
NAPNAPNAPNAP
(1)The ground lease term commenced on April 7, 1966, and Vornado exercised its first renewal option under the lease which commenced on December 1, 2018 and will expire on May 31, 2041. Vornado has one additional renewal option of 22.5 years for a term expiring on November 30, 2063.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

  

 Tenant Summary(1)
TenantTenant TypeRatings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(3)% of Total
Base Rent(3)
Lease
Expiration Date(4)
909 Third Company, L.P. c/o Vornado Realty TrustLeased FeeBaa2 / BBB / BBB-82,341100.0%$19.43100.0%11/30/2063
Total  82,341100.0%$19.43100.0% 
(1)Based on the underwritten rent roll.
(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.
(3)Base Rent PSF and % of Total Base Rent are reflective of contractual ground lease payments, exclusive of any rents attributable to the leasehold improvements.
(4)The Lease Expiration Date represents the expiration date of Vornado’s second renewal term of 22.5 years. Vornado has already exercised its first renewal option, which is set to expire on May 31, 2041.

 

Lease Rollover Schedule(1)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(2)% of Base Rent Expiring(2)Cumulative NRA ExpiringCumulative % of NRA ExpiringCumulative Base Rent Expiring(2)Cumulative % of Base Rent Expiring(2)
VacantNAP00.0%NAPNAP00.0%NAPNAP
2021 & MTM000.0%$00.0%00.0%$00.0%
2022000.0%00.0%00.0%$00.0%
2023000.0%00.0%00.0%$00.0%
2024000.0%00.0%00.0%$00.0%
2025000.0%00.0%00.0%$00.0%
2026000.0%00.0%00.0%$00.0%
2027000.0%00.0%00.0%$00.0%
2028000.0%00.0%00.0%$00.0%
2029000.0%00.0%00.0%$00.0%
2030000.0%00.0%00.0%$00.0%
2031000.0%00.0%00.0%$00.0%
2032 & Thereafter(3)182,341100.0%1,600,000100.0%82,341100.0%$1,600,000100.0%
Total182,341100.0%$1,600,000100.0%    
(1)Based on the underwritten rent roll.
(2)Base Rent Expiring, % of Base Rent Expiring, Cumulative Base Rent Expiring and Cumulative % of Base Rent Expiring are reflective of contractual ground lease payments, exclusive of any rents attributable to the leasehold improvements.
(3)The lease expiration date represents the expiration date of Vornado’s second renewal term of 22.5 years. Vornado has already exercised its first renewal option, which is set to expire on May 31, 2041.

 

Underwritten Net Cash Flow(1)(2)
 UnderwrittenPSF%
Rents in Place$1,600,000$19.43100.0%
Gross Potential Rent$1,600,000$19.43100.0%
Effective Gross Income$1,600,000$19.43100.0%
Total Expenses00.000.0%
Net Operating Income$1,600,000$19.43100.0%
TI/LC00.000.0%
Capital Expenditures00.00  0.0%
Net Cash Flow$1,600,000$19.43  100.0%
(1)Based on underwritten rent roll.
(2)Historical financials are not provided for as the leased fee nature of the collateral requires only an annual contractual ground lease payment with no accompanying expenses. Historical financials for the leasehold improvements are not provided for as the ground lessee is under no contractual obligation to provide financial reporting to the Leased Fee owner.

 

The Market. The 909 Third Avenue Fee property is located within the Turtle Bay neighborhood of Manhattan’s Community District 6, which runs from East 14th to East 59th Street, east of Lexington Avenue (extending to Madison Avenue between East 34th and 40th Street) to the East River. In addition to Turtle Bay, this district includes Stuyvesant Town, Peter Cooper Village, Beekman Place, Kips Bay, Sutton Place, Tudor City, Turtle Bay, the United Nations and portions of Murray Hill and Gramercy Park. According to the appraisal, the 909 Third Avenue Fee property is located near multiple transportation options, providing accessibility to the Downtown office and commercial centers, the rest of Midtown and the outer boroughs. Nearby subways facilitate access to various transportation hubs, including Grand Central Terminal, the Long Island Railroad, the JFK Airtrain and the Port Authority Bus Terminal.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

The appraiser identified three comparable properties with land sales prices ranging from $3,092 to $10,763 per square foot. Based on the land sale comparables, the appraiser concluded a market value of $603.9 million for the 909 Third Avenue Fee property (if unencumbered by the ground lease currently in-place), approximately 213.7% higher than the $192,500,000 purchase price which is largely reflective of the discounted value of contractual ground rent through the term of the ground lease.

 

Sales Comparables(1)
Property AddressSize (SF)Buildable Area (SF)Sale PriceSale Price PSFSale Price per Buildable SF

909 3rd Avenue,

New York, NY

82,3411,321,050$192,500,000$2,337.84$145.72
131-141 East 47th Street,
New York, NY
10,545153,370113,500,00010,763.29740.04
678-688 Lexington Avenue,
New York, NY
13,196164,03797,460,2077,385.35594.14
646-662 Eleventh Avenue,
New York, NY
30,121150,60993,125,0003,091.70618.32
Total / Wtd. Avg.(2)53,863154,439$98,176,112$5,645.58$649.73
(1)Source: Appraisal.
(2)Total / Wtd. Avg. does not include the 909 Third Avenue Fee property.

 

Property Management. There is no manager in place with respect to the 909 Third Avenue Fee property. If the ground lease is not in full force and effect, the borrower is required to enter into a management agreement with a qualified manager under the 909 Third Avenue Fee Loan documents.

 

Escrows and Reserves. At loan origination, the borrower was not required to deposit reserves.

 

Tax Reserve – On each monthly payment date, the borrower is required to deposit into a real estate tax reserve 1/12 of the estimated annual real estate taxes, unless the ground lessee pays such taxes in compliance with the ground lease and no event of default is continuing. As of the origination date, the ground lessee was paying taxes in compliance with the ground lease.

 

Insurance Reserve – On each monthly payment date, the borrower is required to deposit into an insurance reserve 1/12 of estimated insurance premiums, unless the ground lessee maintains insurance in compliance with the ground lease. As of the origination date, the ground lessee was maintaining insurance in compliance with the ground lease.

 

Lockbox / Cash Management. The 909 Third Avenue Fee Loan is not structured with a lockbox account. The borrower was required at loan origination to establish a cash management account. Pursuant to the tenant direction letter delivered to the ground lessee at loan origination, the ground lessee is required to deposit all rents from the ground lease into the cash management account and the borrower is required to deposit all amounts received by it into the cash management account within two business days after receipt thereof. Prior to the ARD, (a) all funds in the cash management account are required to be applied in accordance with the 909 Third Avenue Fee Loan documents with remaining funds to be disbursed to the borrower; (b) during the continuance of a Cash Sweep Event (as defined below), any excess cash flow remaining after satisfaction of the waterfall items outlined in the 909 Third Avenue Fee Loan documents is required to be swept to a lender-controlled account to be held as additional collateral for the 909 Third Avenue Fee Loan; and (c) provided no event of default is continuing, following a Cash Sweep Event Cure (as defined below), remaining funds in the excess cash flow account will be disbursed to the borrower. After the ARD, any excess cash flow remaining after satisfaction of the waterfall items outlined in the 909 Third Avenue Fee Loan documents is required to be paid to the lender to repay the outstanding principal and the accrued interest due under the 909 Third Avenue Fee Loan documents.

 

A “Cash Sweep Period” means each period commencing on the occurrence of a Cash Sweep Event and continuing until the earlier of (i) the payment date next occurring following the related Cash Sweep Event Cure or (ii) payment in full of all principal and interest on the 909 Third Avenue Fee Loan.

 

A “Cash Sweep Event” means the occurrence of (a) an event of default, (b) any bankruptcy action of the borrower, or (c) the date that is one month prior to the ARD (the “ARD Trigger”).

 

A “Cash Sweep Event Cure” means (i) with respect to clause (a) above, the acceptance by the lender of a cure of such event of default and (ii) with respect to clause (b) above if the Cash Sweep Event is caused solely by an involuntary non-collusive bankruptcy action of borrower, if such bankruptcy action is dismissed within 30 days; provided, (A) no event of default has occurred and is continuing under the 909 Third Avenue Fee Loan documents, (B) a Cash Sweep Event Cure may occur no more than a total of four times in the aggregate during the term of the 909 Third Avenue Fee Loan, (C) the borrower must pay all of the lender’s reasonable expenses incurred in connection with such Cash Sweep Event Cure including reasonable attorney’s fees and expenses, and (D) the borrower has no right to cure a Cash Sweep Event caused by a bankruptcy action of the borrower. A Cash Sweep Period which is caused by (or continues to exist) because of the occurrence of an ARD Trigger is not capable of being cured.

 

Current Mezzanine or Subordinate Indebtedness. 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.

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

Future Mezzanine or Secured Subordinate Indebtedness Permitted. In connection with an assumption of the 909 Third Avenue Fee Loan, the transferee is entitled to incur a single tier of mezzanine indebtedness upon the satisfaction of certain conditions, including, without limitation, (a) delivery of a rating agency confirmation, (b) the debt service coverage ratio must not be less than 1.10x, (c) the debt yield must not be less than 3.60%, and (d) the loan-to-value ratio must not be greater than 23.40%.

 

Partial Release. 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.

 

44 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

 

 

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 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:GSMC Single Asset / Portfolio:Single Asset
Credit Assessment  Title:Fee
(Fitch/KBRA/S&P):NR / NR / NR Property Type - Subtype:Retail - Anchored
Original Principal Balance(1):$40,000,000 Net Rentable Area (SF):331,130
Cut-off Date Principal Balance(1):$40,000,000 Location:College Point, NY
% of Pool by IPB:2.9% Year Built / Renovated:1998 / NAP
Loan Purpose:Recapitalization Occupancy:100.0%
Borrower:CP Property Owner LLC Occupancy Date:6/4/2021
Guarantor:The Related Companies, L.P. Number of Tenants:5
Interest Rate:3.56600% Fourth Most Recent NOI:$5,710,380 (December 31, 2018)
Note Date:6/15/2021 Third Most Recent NOI:$5,647,668 (December 31, 2019)
Maturity Date:7/6/2031 Second Most Recent NOI:$5,685,202 (December 31, 2020)
Interest-only Period:120 months Most Recent NOI:$5,641,161 (TTM March 31, 2021)
Original Term:120 months UW Economic Occupancy:95.2%
Original Amortization:None UW Revenues:$8,899,157
Amortization Type:Interest Only UW Expenses:$3,964,950
Call Protection(2):L(25),D(91),O(4) UW NOI:$4,934,206
Lockbox / Cash Management:Hard  / Springing UW NCF:$4,585,671
Additional Debt(1):Yes Appraised Value / Per SF:$117,000,000 / $353
Additional Debt Balance(1):$30,000,000 Appraisal Date:4/19/2021
Additional Debt Type(1):Pari Passu   
     
     
       

Escrows and Reserves(3) Financial Information(1)(4)
 InitialMonthlyInitial Cap  Whole Loan
Taxes:$0SpringingN/A Cut-off Date Loan / SF:$211  
Insurance:$0SpringingN/A Maturity Date Loan / SF:$211  
Replacement Reserves:$0$0N/A Cut-off Date LTV:59.8%  
TI/LC:$0$17,936N/A Maturity Date LTV:59.8%  
     UW NCF DSCR:1.81x  
     UW NOI Debt Yield:7.0%  
        
          

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan$70,000,000100.0% Return of Equity$65,525,98593.6%
    Loan Payoff4,088,5945.8%
    Closing Costs385,4210.6%
Total Sources$70,000,000100.0% Total Uses$70,000,000100.0%
(1)The College Point Loan (as defined below) is part of a whole loan evidenced by two pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $70.0 million. The Financial Information in the chart above reflects the Cut-off Date Balance of the College Point Whole Loan (as defined below).
(2)The defeasance lockout period, with respect to a defeasance of the College Point Whole Loan, will be at least 25 payment dates beginning with and including the first payment date on September 6, 2021. Defeasance of the full $70.0 million College Point Whole Loan is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) June 15, 2024.
(3)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(4)While the College Point Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the College Point Whole Loan more severely than assumed in the underwriting of the College Point Whole Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

The Loan. The College Point loan (the “College Point Loan”) is part of a whole loan consisting of two pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $70.0 million (the “College Point Whole Loan”). The College Point Loan evidenced by the controlling Note A-1, had an original balance and has an outstanding balance as of the Cut-off Date of $40.0 million. The non-controlling Note A-2 had an original balance and has an outstanding balance as of the Cut-off Date of $30.0 million.

  

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

The College Point Whole Loan was originated by Goldman Sachs Bank USA on June 15, 2021. The College Point Whole Loan has a 10-year interest only term and accrues interest at a fixed rate of 3.56600% per annum. The College Point Whole Loan proceeds were used to recapitalize the College Point Property, return equity to the borrower and pay origination costs.

 

The College Point Whole Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The scheduled maturity date of the College Point Whole Loan is the due date in July 2031. Voluntary prepayment of the College Point Whole Loan in whole (but not in part) is permitted on or after the due date occurring in April 2031 without payment of any prepayment premium. Defeasance of the College Point Whole Loan in whole (but not in part) is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) June 15, 2024.

 

The table below summarizes the promissory notes that comprise the College Point Whole Loan. The relationship between the holders of the College Point Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
A-1$40,000,000$40,000,000 Benchmark 2021-B28Yes
A-2$30,000,000$30,000,000 GSBI(1)No
Whole Loan$70,000,000$70,000,000   
(1)Expected to be contributed to one or more future securitization trusts.

 

The Borrower. The borrower is CP Property Owner LLC, a Delaware limited liability company. The borrower is structured to be a single purpose bankruptcy-remote entity, having one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the College Point Whole Loan.

 

The Loan Sponsor. The loan sponsor is a principal of The Related Companies, L.P. (“Related”) and the non-recourse carveout guarantor is The Related Companies, L.P., which is wholly owned, directly and indirectly, by a principal of the borrower. Related is an American privately owned real estate firm based in New York City with offices and major developments in Boston, Chicago, Los Angeles, Las Vegas, Miami / West Palm Beach, San Francisco, Abu Dhabi and London. Related manages a $60 billion real estate portfolio of assets owned or under development across 78,500 residential units and 30 million square feet of commercial space.

 

COVID-19 Update. The first debt service payment on the College Point Whole Loan is due in August 2021 and, as of July 22, 2021, the College Point Whole Loan is not subject to any forbearance, modification or debt service relief request. According to the borrower sponsor, approximately 98% of rent was collected in May and June.

 

The Property. The College Point Property is a 331,130 square foot anchored retail center located on approximately 25 acres in College Point, New York and includes on-grade parking for 1,544 vehicles. The College Point Property’s tenants include Target, TJ Maxx, BJ’s, P.C. Richard & Son, and Buffalo Wild Wings. The College Point Property is situated within a larger strip of big box retailers which include ShopRite, PetCo, Old Navy, Bob’s Discount Furniture and Starbucks and is readily accessible via Interstate 678.

 

Major Tenants.

 

Target (139,896 square feet; 42.2% of NRA; 16.6% of U/W Base Rent): Target is an international company with more than 350,000 team members around the world. Minneapolis-based Target Corporation (NYSE: TGT) is one of North America’s largest discount retailers; serving guests at over 1,900 stores and on Target.com. Target is a Fortune 50 company that generated more than $90 billion in annual revenue in 2020. Target’s lease at the College Point Property commenced in July 1998 and expires in July 2023. Target’s lease has four, five-year extension options and one, three-year and 10-month extension option.

 

BJ’s Wholesale Club (“BJ’s”) (119,500 square feet; 36.1% of NRA; 36.4% of U/W Base Rent): BJ’s is a leading warehouse club operator on the East Coast of the United States, which offers to its members savings on a representative basket of manufacturer branded groceries compared to traditional supermarket competitors. BJ’s lease at the College Point Property commenced in September 1998 and expires in September 2023. BJ’s lease has four, five-year extension options and one, three-year and 10-month extension option.

 

P.C. Richards & Son (32,786 square feet; 9.9% of NRA; 20.6% of U/W Base Rent): P.C. Richards & Son is a chain of private, family-owned, appliances, television, electronics, and mattress stores. The online and showroom selection includes categories such as appliances and housewares, TV and video, mattresses, home furnishings like recliners, home and portable audio, computers and tablets, video games, smart home, car audio and home office. P.C. Richards & Son’s lease at the College Point Property commenced in March 2009 and expires in January 2029. P.C. Richards & Son’s lease has three, five-year extension options.

 

TJ Maxx (32,768 square feet; 9.9% of NRA; 17.3% of U/W Base Rent): TJ Maxx is an American department store chain, selling at prices generally lower than other major similar stores. It has more than 1,000 stores in the United States, making it one of the largest clothing retailers in the country. The company is part of the TJX Companies, which also owns HomeGoods / HomeSense and other off-price retail

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

chains, including Sierra in the United States, Marshalls in the US and Canada, and Winners in Canada. Under the name TJ Maxx, its parent company TJX operates stores throughout the United Kingdom, Ireland, Austria, Germany, The Netherlands, Poland and Australia. It sells men’s, women’s and children’s apparel and shoes, toys, bath and beauty, accessories, and home products ranging from furniture to kitchen utensils. TJ Maxx’s lease at the College Point Property commenced in November 1998 and expires in November 2023. TJ Maxx’s lease has one, five-year extension option.

 

Buffalo Wild Wings (6,180 square feet; 1.9% of NRA; 9.1% of U/W Base Rent): Buffalo Wild Wings is an American casual dining restaurant and sports bar franchise in the United States, Canada, India, Mexico, Oman, Panama, Philippines, Saudi Arabia, United Arab Emirates, and Vietnam which specializes in Buffalo wings and sauces. As of November 2020, it had 1,279 locations across the United States. The company is operated out of Sandy Springs, Georgia, home to its parent company, Inspire Brands, just north of Atlanta. However, the brand still runs its support center out of Minneapolis, Minnesota, the location of its previous headquarters. Buffalo Wild Wings took over the space at the College Point Property and the related lease in September 2020 after the local franchisee missed rental payments. Buffalo Wild Wings’ lease at the College Point Property commenced in September 2020 and expires in August 2028. Buffalo Wild Wings’ lease has one, five-year extension option.

 

Tenant Summary(1)

 

Tenant Names

Ratings

(Fitch/Moody’s/S&P)(2)

Net Rentable

Area (SF)

% of Total NRA

Base Rent

PSF(3)

% of Total
Base Rent(3)

Lease

Expiration Date

TargetA2 / A / A-139,89642.2%$6.5416.6%7/31/2023
BJ’sNR / BB / NR119,50036.116.7636.49/25/2023
P.C Richards & SonNR / NR / NR32,7869.934.5720.61/31/2029
TJ MaxxNR / A / NR32,7689.929.0017.311/30/2023
Buffalo Wild Wings(4)NR / NR / NR6,1801.980.919.18/31/2028
Largest Tenants 

331,130

100.0%    

$16.62

100.0%    

 
Remaining Tenants 00.0$0.000.0 
Vacant 00.0$0.000.0 
Total / Wtd. Avg. 331,130100.0%$16.62100.0% 
(1)Based on the underwritten rent roll dated June 4, 2021.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)Base Rent PSF and % of Total Base Rent is inclusive of contractual rent steps through August 31, 2022.
(4)Buffalo Wild Wings paid 8% of gross sales from September 2020 to March 2021 and is required to pay 10% of gross sales from April 2021 to March 2022. Beginning April 1, 2022, the tenant is required to pay $80.91 PSF.

 

Lease Rollover Schedule(1)(2)
Year

Number of

Leases

Expiring

Net Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(3)

% Base Rent

Expiring

Cumulative

Sq. Ft.

Expiring

Cumulative %

of

NRA Expiring

Cumulative

Base Rent Expiring

Cumulative 
% of

Base Rent Expiring

Vacant0           00.0%$ 00.0%       00.0%$ 00.0%
MTM000.0%00.0%00.0%00.0%
2021000.0%00.0%00.0%00.0%
2022000.0%00.0%00.0%00.0%
20233292,16488.2%3,868,81870.3%292,16488.2%3,868,81870.3%
2024000.0%00.0%292,16488.2%3,868,81870.3%
2025000.0%00.0%292,16488.2%3,868,81870.3%
2026000.0%00.0%292,16488.2%3,868,81870.3%
2027000.0%00.0%292,16488.2%3,868,81870.3%
2028(4)16,1801.9%500,0009.1%298,34490.1%4,368,81879.4%
2029132,7869.9%1,133,41220.6%331,130   100.0%5,502,230100.0%
2030000.0%00.0%331,130100.0%5,502,230100.0%
  2031 and Thereafter000.0%00.0%331,130100.0%5,502,230100.0%
Total / Wtd. Avg.5331,130100.0%$ 5,502,230100.0%331,130     100.0%$ 5,502,230     100.0%
(1)Based on the underwritten rent roll dated June 4, 2021.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Rollover Schedule.
(3)Base Rent Expiring is inclusive of contractual rent steps through August 31, 2022.
(4)Buffalo Wild Wings paid 8% of gross sales from September 2020 to March 2021 and is required to pay 10% of gross sales from April 2021 to March 2022. Beginning April 1, 2022, the tenant is required to pay $80.91 PSF.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

Operating History and Underwritten Net Cash Flow(1)
 201820192020TTM(2)Underwritten

U/W

(PSF)

%(3)
Base Rent(4)(5)$5,397,169$5,607,219$5,405,564$5,254,314$5,502,230$16.6258.9%
Overage / Percentage Rent171,534171,683256,200317,121173,5420.521.9%
Other Rental Revenue204,91217,0760000.000.0%
Total Reimbursement Revenue3,537,3823,111,1643,309,5953,592,5793,669,95911.0839.3%
Other Revenue155,97602,1962,19600.000.0%
Gross Potential Revenue$9,466,973$8,907,143$8,973,555$9,166,210$9,345,731$28.22100.0%
Less: Vacancy0000(446,575)(1.35)(4.8%)
Less: Credit Loss000000.000.0%
Effective Gross Revenue$9,466,973$8,907,143$8,973,555$9,166,210$8,899,157$26.8895.2%
Real Estate Taxes1,479,7901,601,3361,710,5491,741,6321,807,4985.4620.3%
Insurance41,57738,98048,08350,76973,9870.220.8%
Management Fee81,00081,00081,00081,000355,9661.084.0%
Total Other Expenses2,154,2261,538,1591,448,7211,651,6481,727,499    5.22   .19.4%
Total Operating Expenses$3,756,593$3,259,475$3,288,353$3,525,049$3,964,950$11.9744.6%
Net Operating Income$5,710,380$5,647,668$5,685,202$5,641,161$4,934,206$14.9055.4%
Tenant Improvements0000149,4330.451.7%
Leasing Commissions0000149,4330.451.7%
Replacement Reserves000049,6700.150.6%
Net Cash Flow$5,710,380$5,647,668$5,685,202$5,641,161$4,585,671$13.8551.5%
(1)Certain items such as interest income, ground lease expense, bad debt expense, lease settlement income, and any other non-recurring or non-property level items were excluded from the historical presentation and are not considered for the underwritten cash flow.
(2)TTM represents the trailing 12-month period ending March 31, 2021.
(3)% column represents percent of Gross Potential Revenue for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(4)Underwritten Base Rent is based on the underwritten rent roll dated June 4, 2021.
(5)Base Rent includes contractual rent steps that were underwritten for various tenants through August 31, 2022.

 

Property Management.   The College Point Property is managed by CP Whitestone Property Manager LLC, an affiliate of the loan sponsor.

 

Escrows and Reserves.   

 

Tax Reserve. The borrower is required to deposit into a real estate tax reserve, on a monthly basis during the continuance of a College Point Trigger Period (as defined below) or an event of default, 1/12 of the reasonably estimated annual real estate taxes.

 

Insurance Reserve. The borrower is required to deposit into an insurance reserve, on a monthly basis during the continuance of a College Point Trigger Period (as defined below) or an event of default, 1/12 of reasonably estimated insurance premiums.

 

TI/LC Reserve. The borrower is required to deposit into a tenant improvement and leasing commission reserve, on a monthly basis, an amount equal to approximately $17,936, which amount will be reduced to approximately $6,899 upon both Target and BJ’s renewing their respective leases as of the origination date (or upon the reletting of substantially all of the space previously occupied by either Target or BJ’s, or both, pursuant to a lease(s) executed in accordance with the terms of the College Point Whole Loan documents).

 

A “College Point Trigger Period” means (i) each College Point Significant Tenant Trigger Period, and (ii) each period (a) commencing when the DSCR (as calculated under the College Point Whole Loan documents), as determined as of the first day of any fiscal quarter, is less than 1.10x, and concluding when the DSCR, determined as of the first day of each of two consecutive fiscal quarters thereafter, is equal to or greater than 1.10x and (b) commencing upon the borrower’s failure to deliver annual, quarterly or monthly financial reports as and when required under the College Point Whole Loan documents and concluding when such reports are delivered and indicate that no other College Point Trigger Period is continuing.

 

A “College Point Significant Tenant Trigger Period” means any period that (i) commences if BJ’s or Target has yet to exercise its currently-existing extension option at the College Point Property by the earlier of (a) December 22, 2022 with respect to BJ’s and October 31, 2022 with respect to Target, and concludes when either (x) BJ’s or Target, as applicable, exercises such extension option or (y) the space currently demised to BJ’s or Target has been relet to tenants in occupancy under lender-approved replacement leases and the DSCR exceeds 1.10x, and all associated leasing costs have been paid or reserved with the lender or (ii) commences upon the filing of a bankruptcy or similar insolvency proceeding of either BJ’s or Target, and concludes on the earliest to occur of (x) the date that the applicable bankruptcy or similar insolvency proceeding has been dismissed in accordance with the requirements of the applicable lease, (y) the date that the applicable bankruptcy or similar insolvency proceeding has been terminated and the applicable lease has been affirmed, assumed or assigned or (z) the date on which the space currently demised to BJ’s or Target has been relet to tenants in

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

occupancy under lender-approved replacement leases such that the DSCR exceeds 1.10x, and all associated costs have been paid or reserved with the lender.

 

Lockbox / Cash Management. The College Point Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required to direct each tenant to remit all rents directly to a lender-controlled lockbox account. In addition, the borrower is required to cause (or with respect to any property manager that is not an affiliate of borrower, use commercially reasonable efforts to cause) all cash revenues relating to the College Point Property and all other money received by the borrower or the property manager with respect to the College Point Property (other than tenant security deposits) to be deposited into the lockbox account or a lender-controlled cash management account by the end of the first business day following receipt. At the end of each business day during the continuance of a College Point Trigger Period or event of default under the College Point Whole Loan documents, all amounts in the lockbox are required to be remitted to the cash management account. At the end of each business day that no College Point Trigger Period or an event of default under the College Point Whole Loan is continuing, all amounts in the lockbox account are required to be remitted to a borrower-controlled operating account.

 

On each due date during the continuance of a College Point Trigger Period (or, at the lender’s discretion, during an event of default under the College Point Whole Loan), all funds on deposit in the cash management account after payment of debt service on the College Point Whole Loan, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the College Point Whole Loan.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. 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.

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Swingline Building

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Swingline Building

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Swingline Building

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$40,000,000 Title:Fee
Cut-off Date Principal Balance:$40,000,000 Property Type - Subtype:Industrial – Flex
% of Pool by IPB:2.9% Net Rentable Area (SF):369,759
Loan Purpose:Refinance Location:Long Island City, NY
Borrower:Swingstell Owner LLC Year Built / Renovated:1951 / 2015
Guarantor:Amended and Restated 2013 LG Revocable Trust Occupancy:93.1%
Interest Rate:3.50000% Occupancy Date:5/1/2021
Note Date:7/9/2021 Number of Tenants:9
Maturity Date:8/6/2031 Fourth Most Recent NOI:$4,291,958 (December 31, 2018)
Interest-only Period:120 months Third Most Recent NOI:$4,439,587 (December 31, 2019)
Original Term:120 months Second Most Recent NOI:$4,505,413 (December 31, 2020)
Original Amortization:None Most Recent NOI:$4,529,566 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy(2):90.0%
Call Protection:L(24),D(91),O(5) UW Revenues:$6,459,550
Lockbox / Cash Management:Hard / Springing UW Expenses:$2,177,683
Additional Debt:N/A UW NOI(2):$4,281,867
Additional Debt Balance:N/A UW NCF(2):$3,987,601
Additional Debt Type:N/A Appraised Value / Per SF(2):$105,100,000 / $284
   Appraisal Date:5/11/2021
     

 

Escrows and Reserves Financial Information(2)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF:                     $108      
Taxes:$301,633$100,544N/A Maturity Date Loan / SF:                   $108 
Insurance:$0SpringingN/A Cut-off Date LTV:38.1%      
Replacement Reserves:$0$3,081N/A Maturity Date LTV:38.1%      
TI/LC:$0$30,813$739,518 UW NCF DSCR:2.81x      
Other(1):$74,750$0N/A UW NOI Debt Yield:10.7%     
        

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$40,000,000100.0% Payoff Existing Debt$32,493,84381.2%
    Return of Equity6,359,23415.9   
    Closing Costs770,5401.9   
    Upfront Reserves376,3830.9   
Total Sources$40,000,000   100.0% Total Uses$40,000,000100.0%
(1)The Other Initial reserves consists of a $74,750 immediate repairs reserve.

(2)While the Swingline Building Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Swingline Building Loan more severely than assumed in the underwriting of the Swingline Building Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

The Loan. The Swingline Building mortgage loan (the “Swingline Building Loan”) is secured by a first mortgage lien on the borrower’s fee interest in a 369,759 square foot industrial flex building located in Long Island City, New York. The Swingline Building Loan accrues interest at an interest rate of 3.50000% per annum, has an original term of 120 months, has a remaining term of 120 months as of the Cut-off Date, is interest only for 120 months.

 

The Borrower. The borrower is Swingstell Owner LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Swingline Building Loan.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Swingline Building

 

The Loan Sponsor. The loan sponsor and non-recourse carveout guarantor is the Amended and Restated 2013 LG Revocable Trust, a New York revocable trust.

 

The Property. The Swingline Building property (the “Swingline Building Property”) is a 369,759 square foot industrial flex building located at 32-00 Skillman Avenue in Long Island City, New York. The Swingline Building Property, the former headquarters of the Swingline Stapler Company, is a three-story building situated on an 85,000 square foot site, which spans an entire square block of the Sunnyside neighborhood of Queens. Renovated in 2015, the Swingline Building Property is serviced by five elevators, three of which are oversized freight elevators, and comprised of approximately 80.0% flex office/warehouse space and 20.0% traditional office space. The flex office/warehouse space features 14-foot ceiling heights and seven loading docks of which four are 15 foot wide and 20 foot high drive-ins with cross docks, while the traditional office space at the Swingline Building Property features spacious floorplans. The Swingline Building Property also includes a fully enclosed two-story rooftop addition which contains an air supported bubble for seven regulation sized tennis courts. The Swingline Building Property generates additional revenue from rooftop signage which is visible along Queens Boulevard and to passengers aboard Long Island Railroad trains.

 

The loan sponsor acquired the Swingline Building Property in 1999 for $16.0 million and has invested approximately $3.8 million into the asset since 2016. As of May 2021, the appraisal concluded a market value for the property of $105.1 million (38.1% LTV, $65.1 million implied loan sponsor equity) and a market value of $32.3 million for the land, which is 80.8% of the Swingline Building Loan.

 

As of May 1, 2021, the Swingline Building Property was 93.1% occupied by a granular rent roll comprising of 9 tenants with no individual tenant comprising more than 21.6% of net rentable area. Three of the tenants (120,145 square feet, 32.5% of net rentable area; 41.8% of underwritten base rent) are associated with the entertainment and production industry as the Swingline Building Property is near several major production facilities including Silvercup Studios East, Cine Magic Studios, Kaufman Astoria Studios and Steiner Studios. The Swingline Building benefits from strong historical occupancy, 98.3% occupied since 2015, and strong tenant retention as four of the current tenants (48.9% of occupied NRA) have been at the Swingline Building Property since 2009.

 

The largest tenant at the Swingline Building Property is Skillman Tennis Associates, Ltd (80,000 square feet; 21.6% of net rentable area; 8.6% of underwritten base rent). Skillman Tennis Associates, Ltd, formerly known as CityView Racquet Club, occupies the rooftop space at the Swingline Building Property and is a private, members-only club featuring seven Har-Tru tennis and four squash courts, full fitness center, a juice bar, cocktail lounge and an outdoor deck with skyline views of Manhattan. Skillman Tennis Associates, Ltd’s lease commenced in January 2005 and expires in December 2023. Skillman Tennis Associates, Ltd has two, 10-year renewal options and no termination options.

 

The second largest tenant at the Swingline Building Property is Newel, LLC (54,980 square feet; 14.9% of net rentable area; 23.1% of underwritten base rent). Founded in 1939, Newel, LLC is a dealer of luxury, antique, vintage and contemporary furniture, lighting and decorative objects. Newel, LLC utilizes the entire first floor (46,000 square feet, 20.2% of underwritten base rent) and space on the second floor (8,980 square feet; 2.9% of underwritten base rent) as a warehouse for its collection and also as a showroom for its gallery in the Upper East Side. Newel, LLC rents and sells its antique furniture to television and motion picture productions and the Swingline Building, Newel, LLC’s sole warehouse location, provides proximity to several television and movie production studios. Newel, LLC’s lease with respect to the first floor commenced in January 2014 and expires in September 2024. Newel, LLC’s lease with respect to the second floor commences in August 2021 and expires in September 2024. Newel, LLC has two, five-year renewal options and no termination options.

 

The third largest tenant at the property is Prop N Spoon, LLC (45,165 square feet; 12.2% of net rentable area; 11.8% of underwritten base rent). Prop N Spoon, LLC is a film and television prop rental company, with a catalogue of nearly a million rental items along with full custom fabrication capabilities. The Swingline Building, Prop N Spoon, LLC’s sole warehouse and showroom location, provides access to numerous production facilities nearby. Prop N Spoon’s lease commenced in January 2013 and expires in March 2028. Prop N Spoon, LLC has one, five-year renewal option and no termination options.

 

COVID-19 Update. As of July 6, 2021, the Swingline Building Property is open for operations. According to the loan sponsor, collections were 90.1% since April 2021 and 84.6% for the month of June 2021. Several of the tenants received a combination of rent deferrals and abatements as a result of COVID-19. As of July 6, 2021, the Swingline Building Loan is not subject to any modification or forbearance requests. The first payment date is scheduled for September 6, 2021. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

Historical and Current Occupancy(1)(2)
201820192020Current
100.0%99.0%91.0%93.1%
(1)Historical occupancies are as of December 31 of each respective year.

(2)Current Occupancy is based on the May 1, 2021 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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Swingline Building

  

Tenant Summary(1)
TenantRatings
Moody’s/Fitch/S&P
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(2)% of Total
Base Rent
Lease
Expiration Date
Skillman Tennis Associates, LtdNR / NR / NR80,00021.6%$6.438.6%12/31/2023
Newel, LLCNR / NR / NR54,98014.9%25.3123.1%9/30/2024
Prop N Spoon, LLCNR / NR / NR45,16512.2%15.6611.8%3/31/2028
ACCO Brands, Inc.NR / NR / NR35,0859.5%17.8510.4%MTM
Urban ArcheologyNR / NR / NR35,0009.5%18.5510.8%4/30/2025
McVicker & Higginbotham, Inc.NR / NR / NR31,0008.4%22.4411.6%12/31/2026
Quality Offset, LLCNR / NR / NR22,1616.0%19.677.2%12/31/2028
MC SquareNR / NR / NR20,8315.6%20.727.2%8/31/2027
Mayo Studios, Inc.NR / NR / NR20,0005.4%20.766.9%2/28/2028
Total Occupied 344,22293.1%$17.0497.6% 
Capital One Bank(3)NR / NR / NR00.0%NAP 2.4%5/31/2023
Vacant 25,5376.9%   
Total / Wtd. Avg.(4)369,759100.0%           $17.47   100.0% 
(1)Based on the underwritten rent roll dated May 1, 2021.

(2)Base Rent PSF is inclusive of rent steps through May 2022.

(3)Capital One Bank leases the rooftop signage ($146,069 Base Rent) and is excluded from the number of tenants.

(4)Total Base Rent PSF is inclusive of Capital One Bank base rent of approximately $146,069.

 

Lease Rollover Schedule(1)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(2)% of Base
Rent Expiring(2)
Cumulative NRA ExpiringCumulative % of NRA ExpiringCumulative Base Rent Expiring(2)Cumulative % of Base Rent Expiring(2)
VacantNAP25,5376.9%NAPNAP25,5376.9%NAPNAP
2021 & MTM135,0859.5%$626,41210.4%60,62216.4%$626,41210.4%
2022000.0%00.0%60,62216.4%$626,41210.4%
2023(3)280,00021.6%660,15911.0%140,62238.0%$1,286,57121.4%
2024154,98014.9%1,391,60823.1%195,60252.9%$2,678,17844.5%
2025135,0009.5%649,19310.8%230,60262.4%$3,327,37255.3%
2026131,0008.4%695,56411.6%261,60270.7%$4,022,93666.9%
2027120,8315.6%431,5207.2%282,43376.4%$4,454,45674.1%
2028387,32623.6%1,558,28425.9%369,759100.0%$6,012,740100.0%
2029000.0%00.0%369,759100.0%$6,012,740100.0%
2030000.0%00.0%369,759100.0%$6,012,740100.0%
2031000.0%00.0%369,759100.0%$6,012,740100.0%
2032 & Thereafter000.0%00.0%369,759100.0%$6,012,740100.0%
Total10369,759100.0%$6,012,740100.0%    
(1)Based on the underwritten rent roll dated May 1, 2021.

(2)Base Rent Expiring, % of Base Rent Expiring, Cumulative Base Rent Expiring and Cumulative % of Base Rent Expiring are inclusive of contractual rent steps through May 2022.

(3)Inclusive of the Capital One Bank lease (2.4% of Base Rent Expiring with a lease expiration date of May 31, 2023) for the Swingline Building Property’s signage.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Swingline Building

 

Operating History and Underwritten Net Cash Flow
 201820192020TTM(1)Underwritten(2)PSF%(3)
Rents in Place(4)$5,391,345$5,637,132$5,562,739$5,496,028$6,012,740$16.2683.8%
Vacant Income0000510,740$1.387.1
Gross Potential Rent$5,391,345$5,637,132$5,562,739$5,496,028$6,523,480$17.6490.9%
Total Reimbursements358,104438,599507,278587,198589,907$1.608.2
Other Income101,11086,08568,22863,89063,890$0.170.9
Gross Potential Income$5,850,559$6,161,816$6,138,245$6,147,116$7,177,278$19.41100.0%
(Vacancy/Credit Loss)0000(717,728)(1.94)(10.0)
Effective Gross Income$5,850,559$6,161,816$6,138,245$6,147,116$6,459,550$17.4790.0%
Total Expenses1,558,6011,722,2291,632,8321,617,5512,177,6835.8933.7
Net Operating Income$4,291,958$4,439,587$4,505,413$4,529,566$4,281,867$11.5866.3%
Total TI/LC, Capex/RR0000294,2650.804.6
Net Cash Flow$4,291,958$4,439,587$4,505,413$4,529,566$3,987,601$10.7861.7%
(1)TTM represents the trailing 12-month period ending April 30, 2021.

(2)Based on underwritten rent roll dated May 1, 2021.

(3)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income the remainder of the fields.

(4)Underwritten Rents in Place is inclusive of contractual rent steps through May 2022.

 

The Market. The Swingline Building Property is located within the Sunnyside neighborhood of Queens, New York. Intersected by major highways Interstate-278 (Brooklyn Queens Expressway) and Interstate-495 (Long Island Expressway), Sunnyside, which is a part of the Northwest Queens submarket, serves as a distribution point for its large urban population with access points near the Queensboro Bridge and major roads such as Queens Boulevard and Northern Boulevard. Additionally, Sunnyside offers quick access to Midtown Manhattan via the 7 train from the 33rd Street–Rawson Street subway station, which is two blocks from the Swingline Building Property, and proximity to LaGuardia airport.

 

Despite the decrease of industrial inventory over the decade due to the gentrification of Queens, the Northwest Queens industrial submarket remains one of the largest industrial submarkets in New York and the nation. According to the appraisal, the absorption for the last 12 months was slightly positive for the Northwest Queens industrial submarket, which had no new completions, a vacancy rate of 5.4%, and market rents of $23.99 per square foot as of Q4 2020. The appraisal also noted that industrial properties within Northwest Queens are positioned for rent increases given the growth of e-commerce and the projected growth of the submarket’s population. In addition, the appraisal identified seven lease comparables with an adjusted average market rent of $22.09 per square foot. The Swingline Building Property may experience an increase its rental rate ($17.47 per square foot) given its historical occupancy and retention of tenants.

 

Property Management. Swingline Building Property is currently managed by Mel Management Corp., doing business as Stellar Management Co., Inc., a New York Corporation and an affiliate of the borrower.

 

Escrows and Reserves. At loan origination of the Swingline Building Loan, the borrower deposited (i) approximately $301,633 into a real estate tax reserve account and (ii) $74,750 into an immediate repairs reserve account.

 

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the real estate taxes that lender estimates will be payable during the next 12 months (initially estimated to be approximately $100,544).

 

Insurance Reserve – At the option of the lender, the borrower is required to deposit into an insurance reserve, on a monthly basis, an amount equal to 1/12 of the insurance premiums that would be sufficient for the renewal of coverage unless the borrower maintains a blanket policy in accordance with the Swingline Building Loan documents. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $3,081 for replacement reserves.

 

TI/LC Reserve – The borrower is required to deposit into a TI/LC reserve, on a monthly basis, an amount equal to approximately $30,813 for TI/LC reserves. If at any time the amount on deposit in the TI/LC reserve exceeds $739,518, the borrower may cease making monthly deposits into the TI/LC reserve until such time as the amount on deposit in the TI/LC reserve is less than $739,518.

 

Lockbox / Cash Management. The Swingline Building Loan is structured with a hard lockbox and springing cash management. The borrower is required to deliver a tenant direction letter to the existing tenants at the Swingline Building Porperty, directing them to remit their rent checks directly to the lender-controlled lockbox. The borrower is required to cause all revenue received by borrower or the property manager for the Swingline Building Property to be deposited into such lockbox within five business days of receipt. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of borrower unless a Trigger Period

 

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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(as defined below) exists (subject to such Trigger Period being cured in accordance with the Swingline Building Loan documents. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the Swingline Building Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Swingline Building Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Swingline Building Loan. Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower. Upon an event of default under the Swingline Building Loan documents, the lender will apply funds to the debt in such priority as it may determine.

 

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default or (ii) the debt yield falling below 6.75% for one calendar quarter (the “Debt Yield Trigger”); and (B) expiring upon (x) with respect to clause (i) above, the cure (if applicable) of such event of default and (y) with respect to clause (ii) above, the date that the debt yield is equal to or greater than 6.75% for one calendar quarter, or the Collateral Cure Conditions are and remain satisfied.

 

The “Collateral Cure Conditions” will be deemed to exist upon satisfaction of the following: the borrower deposits into the excess cash flow account or delivers a letter of credit which, in either case, will serve as additional collateral for the Swingline Building Loan, in an amount equal to $1,300,000.00 (the “Collateral Deposit Amount”) and, thereafter, so long as the borrower elects to satisfy the Collateral Cure Conditions to avoid a Debt Yield Trigger, 30 days prior to each one year anniversary date of said deposit (or delivery of said letter of credit), the borrower deposits the Collateral Deposit Amount. Upon the cure of the Debt Yield Trigger, all cash or Letter of Credit(s) delivered to the lender shall be released to the borrower.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. 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.

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

 

 

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.

 

59 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:GACC Single Asset / Portfolio:Portfolio
Original Principal Balance:$37,720,000 Title:Fee
Cut-off Date Principal Balance:$37,633,193 Property Type - Subtype:Self-Storage
% of Pool by IPB:2.7% Net Rentable Area (SF):282,197
Loan Purpose:Refinance Location(2):Various
Borrower:22 SAC, LLC Year Built / Renovated(2):Various / Various
Guarantor:Blackwater Investments, Inc. Occupancy:93.8%
Interest Rate(1):2.59000% Occupancy Date:4/30/2021
Note Date:6/30/2021 Number of Tenants:N/A
Anticipated Repayment Date(1):7/6/2031 Fourth Most Recent NOI:$3,979,725 (December 31, 2018)
Maturity Date(1):7/6/2041 Third Most Recent NOI:$3,977,835 (December 31, 2019)
Interest-only Period:None Second Most Recent NOI:$4,086,470 (December 31, 2020)
Original Term(1):120 months Most Recent NOI:$4,089,163 (TTM April 30, 2021)
Original Amortization:300 months UW Economic Occupancy:85.6%
Amortization Type:Amortizing Balloon - ARD UW Revenues:$6,101,454
Call Protection:

L(25),D(91),O(4) 

 UW Expenses:$2,055,285
Lockbox / Cash Management:Soft / Springing UW NOI:$4,046,169
Additional Debt:

N/A 

 UW NCF:$3,941,756
Additional Debt Balance:N/A Appraised Value / Per SF:$68,050,000 / $241
Additional Debt Type:N/A Appraisal Date:4/2021
     

 

Escrows and Reserves(3) Financial Information(1)(5)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF: $133 
Taxes:$268,300SpringingN/A Maturity Date Loan / SF: $91 
Insurance:$0SpringingN/A Cut-off Date LTV: 55.3% 
Replacement Reserves:$51,665Springing$51,665 Maturity Date LTV: 37.6% 
TI/LC:$0$0N/A UW NCF DSCR: 1.92x 
Other(4):$261,068$0N/A UW NOI Debt Yield: 10.8% 
        

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Mortgage Loan $37,720,000100.0% Payoff Existing Debt$22,043,48958.4%
    Return of Equity14,397,886     38.2   
    Closing Costs679,592       1.8   
    Upfront Reserves581,033       1.5   
Total Sources$37,720,000100.0% Total Uses$37,720,000100.0%
(1)The U-Haul Sac 22 Loan (as defined below) is structured with an anticipated repayment date of July 6, 2031 (“ARD”) and final maturity date of July 6, 2041. From and after the ARD, in the event the U-Haul Sac 22 Loan is not paid-off on or before the ARD, the U-Haul Sac 22 Loan accrues interest at a fixed rate equal to the greater of (i) 5.59000% and (ii) the 10-year treasury swap yield as of the ARD plus 4.04000%. Cut-off Date LTV, Maturity Date LTV, UW NCF DSCR and UW NOI Debt Yield are calculated based on the initial term interest rate and the assumption that the loan is repaid as of the ARD. The Mortgage Loan Information and Financial Information presented in the tables above are calculated based on the ARD.

(2)See “Portfolio Summary & Unit Mix” table herein.

(3)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.

(4)Other reserves are comprised of $261,068 for immediate repairs.

(5)While the U-Haul Sac 22 Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the U-Haul Sac 22 Loan more severely than assumed in the underwriting of the U-Haul Sac 22 Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

The Loan. The U-Haul Sac 22 loan (the “U-Haul Sac 22 Loan”) is secured by a first mortgage lien on the borrower’s fee interest in a portfolio of nine self-storage properties comprised of 3,667 units totaling 282,197 square feet across eight states (collectively, the “U-Haul Sac 22 Portfolio” or “U-Haul Sac 22 Properties”). The U-Haul Sac 22 Loan accrues interest at an interest rate of 2.59000% per annum, had an original term of 120 months, has a remaining term of 119 months as of the Cut-off Date, and amortizes on a 25-year schedule.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

The U-Haul Sac 22 Loan is structured with an anticipated repayment date of July 6, 2031 and a final maturity date of July 6, 2041. Prior to the ARD, the U-Haul Sac 22 Loan accrues interest at a fixed rate of 2.59000% per annum. From and after the ARD, in the event the U-Haul Sac 22 Loan is not paid-off on or before the ARD, the U-Haul Sac 22 Loan accrues interest at a fixed rate equal to the greater of (i) 5.59000% and (ii) the 10-year treasury swap yield as of the ARD plus 4.04000% (the “Extension Term Interest Rate”). Additionally, from and after the first monthly payment date following the ARD, all excess cash flow will be swept into a lender controlled account and applied (i) first, to interest in an amount equal to the interest that would accrue at the initial term interest rate (without adjustment for Accrued Interest), (ii) second, to the reduction of principal until the entire outstanding principal balance has been paid in full, and (iii) third, to the payment of Accrued Interest until all Accrued Interest has been paid in full. Interest accrued at the Extension Term Interest Rate and not paid pursuant to the preceding sentence will be added to the outstanding principal balance of the U-Haul Sac 22 Loan and accrue interest at the Extension Term Interest Rate (such accrued interest referred to as, “Accrued Interest”).

 

The U-Haul Sac 22 Portfolio was previously securitized in the COMM 2012-CCRE1 securitization.

 

The Borrower. The borrowing entity for the U-Haul Sac 22 Loan is 22 SAC, LLC, a Delaware limited liability company and special purpose entity, with two independent directors in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the U-Haul Sac 22 Loan.

 

The Loan Sponsor. The loan sponsor and non-recourse carveout guarantor is Blackwater Investments, Inc., which controls substantially all of the equity interest in Sac Holding Corporation (“Sac”). Sac was established in order to acquire and develop self-storage properties. Sac acquires, owns, holds, manages, transfers, sells, assigns, mortgages and pledges real property, including but not limited to commercial self-storage rental units. The guarantor is owned and controlled by Mark V. Shoen, a significant stockholder of AMERCO.

 

The Property. The U-Haul Sac 22 Properties are comprised of nine U-Haul branded properties containing a total of 3,667 traditional storage units (282,197 square feet). The U-Haul Sac 22 Properties range in size from 19,200 to 44,355 square feet and are managed by affiliates of AMERCO. AMERCO is the largest U.S. “do-it-yourself” moving and storage company. Founded in 1945, the company operates as the holding company for business dealings that involve U-Haul International, Inc. (“U-Haul”). U-Haul has a network of 2,065 company-operated retail moving stores and more than 20,000 independent U-Haul dealers.

 

The U-Haul Sac 22 Properties are located across eight states, with the largest presence in Coon Rapids, Minnesota (one property, 19.7% of ALA), Manassas Park, Virginia (one property, 16.4% of ALA) and Portland, Maine (one property, 15.7% of ALA), with the remaining six properties (48.2% of ALA) located across five different states. The U-Haul Sac 22 Properties were built between 1955 and 1996. As of April 30, 2021, based on the in-place rent roll, the U-Haul Sac 22 Properties were 93.8% occupied based on square feet.

 

The following table presents certain information relating to the U-Haul Sac 22 Properties:

 

Portfolio Summary & Unit Mix
Property NameCity/StateAllocated Cut-off Date Loan Amount% of ALAAppraised ValueYear Built/RenovatedTotal Storage UnitsOccupancy (Units)Total SFOccupancy (SF)Avg. Monthly Rent Per Unit(1)
Coon RapidsCoon Rapids, Minnesota$7,427,09419.7%$13,430,0001955/200362888.5%41,09494.6%$126
Manassas ParkManassas Park, Virginia$6,155,14216.4%$11,130,0001974,1996/NAP57591.5%41,12593.9%$150
Route 295Portland, Maine$5,900,75215.7%$10,670,0001962,1963,1964,1992/NAP52296.7%31,28197.7%$131
WestcreekFort Worth, Texas$4,827,88812.8%$8,730,0001986/NAP54591.9%44,35594.3%$116
State AvenueKansas City, Kansas$3,190,9418.5%$5,770,0001969-1992/NAP30887.3%30,75788.5%$126
Causeway BoulevardMetairie, Louisiana$3,268,3648.7%$5,910,0001994/NAP26089.6%21,95091.6%$167
Ina RoadTucson, Arizona$3,130,1098.3%$5,660,0001989,1991/NAP27198.2%29,25098.6%$146
Jolly & CedarLansing, Michigan$2,013,0035.3%$3,640,0001958/200335881.8%23,18585.4%$92
AutomallTucson, Arizona$1,719,9014.6%$3,110,0001973,1975,1983/NAP20098.5%19,20097.9%$108
Total / Wtd. Avg. $37,633,193100.0% $68,050,000 3,667 91.2% 282,19793.8%$129 
(1)Avg. Monthly Rent per Unit is based on the in-place rent roll dated as of April 30, 2021.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

Historical and Current Occupancy(1)
Property Name201820192020Current(2)
Coon Rapids88.8%89.9%84.9%94.6%
Manassas Park89.9%90.9%86.6%93.9%
Route 29592.4%90.7%90.2%97.7%
Westcreek89.4%84.2%88.2%94.3%
State Avenue90.4%92.5%94.8%88.5%
Causeway Boulevard94.4%92.1%89.6%91.6%
Ina Road84.6%93.2%96.3%98.6%
Jolly & Cedar78.5%82.6%82.7%85.4%
Automall87.3%75.2%90.2%97.9%
Wtd. Avg.88.7%88.4%89.0%93.8%
(1)Historical occupancies are as of December 1 of each respective year.

(2)Current Occupancy is as of April 30, 2021.

 

COVID-19 Update. As of June 30, 2021, the U-Haul Sac 22 Properties are open and operating (and remained so throughout the COVID-19 pandemic). The U-Haul Sac 22 Loan is not subject to any modification or forbearance requests. The first payment date under the U-Haul Sac 22 Loan documents is in August 2021.

 

The Market. The U-Haul Sac 22 Portfolio is comprised of nine geographically diverse properties across eight different states. No state accounts for more than 19.7% of the U-Haul Sac 22 Loan by allocated loan amount, nor more than 17.2% of the total square feet of the U-Haul Sac 22 Portfolio.

 

The following table presents market demographic information relating to the U-Haul Sac 22 Portfolio:

 

Demographic Summary(1)
Property NameCity/State1-mile Population3-mile Population5-mile Population1-mile Avg. Household Income3-mile Avg. Household Income5-mile Avg. Household Income
Coon RapidsCoon Rapids, Minnesota10,56481,563184,128$96,754$96,176$102,083
Manassas ParkManassas Park, Virginia28,971112,123247,321$93,891$80,793$79,311
Route 295Portland, Maine13,09669,658110,862$67,821$81,679$89,738
WestcreekFort Worth, Texas19,647131,041264,684$65,997$76,824$83,178
State AvenueKansas City, Kansas4,02155,529122,575$50,217$54,387$57,241
Causeway BoulevardMetairie, Louisiana12,896104,176229,323$97,970$93,694$87,816
Ina RoadTucson, Arizona7,58659,768127,815$81,762$80,269$83,647
Jolly & CedarLansing, Michigan11,68279,812166,309$52,983$56,969$59,695
AutomallTucson, Arizona10,95795,005225,666$59,989$60,561$66,886
Wtd. Avg.(3) 14,23389,907190,209$75,666$77,245$80,639
(1)Source: Appraisal.

(2)Demographic information is based on a 1, 2 and 3-mile radius.

(3)Wtd. Avg. is based on the total square feet at each property.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

Operating History and Underwritten Net Cash Flow
 201820192020TTM 4/30/2021Underwritten(1)Per Square Foot%(2)
Base Rent(1)$4,590,965$4,656,851$4,653,214$4,682,198$4,682,198$16.5967.1%
Vacant Income0000879,2823.1212.6%
Gross Potential Rent$4,590,965$4,656,851$4,653,214$4,682,198$5,561,480$19.7179.7%
Other Income(3)738,703727,208860,664870,955870,9553.0912.5%
Third Party Leases589,572547,368547,696547,869548,3011.947.9%
Net Rental Income$5,919,240$5,931,427$6,061,575$6,101,022$6,980,736$24.74100.0%
(Vacancy / Credit Loss)0000(879,282)(3.12)(12.6%)
Effective Gross Income$5,919,240$5,931,427$6,061,575$6,101,022$6,101,454$21.6287.4%
Total Expenses$1,939,515$1,953,592$1,975,105$2,011,859$2,055,285$7.2833.7%
Net Operating Income$3,979,725$3,977,835$4,086,470$4,089,163$4,046,169$14.3466.3%
Total TI/LC, CapEx0000104,4130.37   1.7%
Net Cash Flow$3,979,725$3,977,835$4,086,470$4,089,163$3,941,756$13.9764.6%
(1)Underwritten base rent is based on the in-place rent roll dated as of April 30, 2021.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(3)Other Income includes net sales, U-Box commissions, U-Move commissions and other miscellaneous income.

 

Escrows and Reserves. At loan origination, the borrower deposited (i) a real estate tax reserve in the amount of approximately $268,300, (ii) a deferred maintenance reserve in the amount of $261,068 and (iii) a replacement reserve in the amount of $51,665.

 

Tax Reserve – On each monthly payment date, the borrower is required to deposit into a real estate tax reserve, 1/12 of the amount that the lender estimates will be necessary to pay real estate taxes over the then succeeding 12-month period. The borrower’s obligation to deposit monthly reserves in the tax account is waived so long as (i) no event of default has occurred and (ii) amounts sufficient to pay real estate taxes for six months have been deposited and maintained in the real estate tax reserve account.

 

Insurance Reserve – On each monthly payment date, the borrower is required to deposit into an insurance reserve, 1/12 of the amount that the lender estimates will be necessary to cover premiums over the then succeeding 12-month period. The borrower’s obligation to deposit monthly reserves in the insurance account is waived so long as (i) no event of default has occurred and (ii) either (A) the borrower has provided satisfactory evidence that all insurance premiums have been paid with respect to an acceptable blanket insurance policy or (B) amounts sufficient to pay insurance premiums for six months have been deposited and maintained in the insurance reserve account.

 

Replacement Reserve – On each monthly payment date, the borrower is required to deposit into a replacement reserve an amount equal to approximately $8,609 for replacements and repairs to be made at the property, subject to a cap of $51,665, which is inclusive of the upfront deposit. This reserve is currently springing because the amount reserved upfront equals the cap.

 

Lockbox / Cash Management. The U-Haul Sac 22 Loan is structured with a soft lockbox and springing cash management. The borrower and/or property manager, as applicable, are required to deposit all amounts constituting rents (including rents derived from an After Acquired Leasehold Property (as defined below)) into a lender controlled lockbox account within three business days of receipt. To the extent no Cash Sweep Period (as defined below) is continuing, all funds in the lockbox account are required to be transferred to or at the direction of the borrower. Following the occurrence and during the continuance of a Cash Sweep Period, all funds in the lockbox account are required to be swept each business day to a segregated cash management account under the control of the lender and disbursed in accordance with the U-Haul Sac 22 Loan documents. To the extent there is a Cash Sweep Period continuing, all excess cash flow after payment of debt service, required reserves and operating expenses are required to be held as additional collateral for the U-Haul Sac 22 Loan. The lender has been granted a first priority security interest in the cash management account.

 

A “Cash Sweep Period” means each period commencing on the occurrence of a Cash Sweep Event (as defined below) and continuing until the earlier of the payment date next occurring following the related Cash Sweep Event Cure (as defined below) or payment in full of all principal and interest on the U-Haul Sac 22 Loan.

 

A “Cash Sweep Event” means the occurrence of (i) an event of default, (ii) the date on which the debt service coverage ratio for two consecutive calendar quarters (as calculated in the U-Haul Sac 22 Loan documents and based on the trailing 12-month period immediately preceding the date of determination) is less than 1.15x (a “DSCR Trigger Event”), (iii) a bankruptcy or insolvency event of the property manager, (iv) an Extension Term Trigger Event (as defined below) or (v) the borrower’s failure to provide timely evidence of payment of taxes or that the U-Haul Sac 22 Property is properly insured.

 

An “Extension Term Trigger Event” means the date that is three payment dates prior to the ARD, if the U-Haul Sac 22 Loan has not been repaid in full.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
   
U-Haul Sac 22

 

A “Cash Sweep Event Cure” means (a) with respect to clause (i) above, the acceptance by the lender of a cure of such event of default, (b) with respect to clause (ii) above, achievement of a debt service coverage ratio (as calculated in the U-Haul Sac 22 Loan documents and based on the trailing 12-month period immediately preceding the date of determination) of at least 1.15x for four consecutive quarters, (c) with respect to clause (iii) above, the date on which the borrower enters into a replacement management agreement with a qualified manager or (d) with respect to clause (v) above, the borrower has provided evidence of payment of taxes or has provided evidence of insurance; provided, (1) a Cash Sweep Event Cure may occur no more than a total of five times in the aggregate during the term of the UHaul Sac 22 Loan and (2) the borrower will have paid all of the lender’s reasonable expenses incurred in connection with such Cash Sweep Event Cure. The borrower will have no right to cure a Cash Sweep Event caused by (x) an event of default caused by a bankruptcy action of the borrower or (y) an Extension Term Trigger Event.

 

Property Management. The U-Haul Sac 22 Portfolio is managed by affiliates of AMERCO.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Secured Subordinate Indebtedness Permitted. None.

 

Partial Release. In connection with the borrower’s election to defease less than all of the U-Haul Sac 22 Loan (a “Partial Defeasance Event”), if the requirements related to a Partial Defeasance Event as set forth in the U-Haul Sac 22 Loan documents have been satisfied, after two years from the Closing Date the borrower may obtain the release of the applicable individual U-Haul Sac 22 Property (each, an “Individual Property”) from the lien of the mortgage thereon (and related U-Haul Sac 22 Loan documents) upon the satisfaction of certain conditions set forth in the U-Haul Sac 22 Loan documents, including, without limitation, the following conditions: (a) the borrower pays 125% of the U-Haul Sac 22 Loan amount allocated to the Individual Property being released, (b) the resulting debt service coverage ratio, based on the trailing 12-month period immediately preceding such release, is equal to or greater than the greater of (i) the 1.92x or (ii) the debt service coverage ratio as of the last day of the calendar month that precedes the release date for all of the U-Haul Sac 22 Properties that were subject to the liens of the mortgage as of that date; (c) the resulting debt yield based on the trailing 12-month period immediately preceding such release is equal to or greater than the greater of (i) the 10.45% or (ii) the debt yield ratio as of the last day of the calendar month that precedes the release date for all of the U-Haul Sac 22 Properties that were subject to the liens of the mortgage as of that date; (d) the Individual Property to be released must be conveyed to a person other than the borrower or an entity owned by the borrower; and (e) upon release of the applicable Individual Property, the customary REMIC rules are satisfied. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases—Property Releases; Partial Defeasance” in the Preliminary Prospectus for additional information.

 

After Acquired Adjacent Property. Provided no event of default has occurred and is continuing under the U-Haul Sac 22 Loan documents, the borrower has the right to acquire the fee simple estate in land that is adjacent and contiguous to an existing individual U-Haul Sac 22 Property (an “After Acquired Adjacent Property”), provided that the lender has received, among other things: (a) a title insurance policy insuring the lien of the applicable mortgage encumbering the After Acquired Adjacent Property; (b) a settlement statement indicating that such After Acquired Adjacent Property was acquired without debt; (c) an environmental report showing no hazardous materials or risk of contamination at the adjacent property; (d) a REMIC opinion acceptable to the rating agencies; and (e) a confirmation from the rating agencies that such After Acquired Adjacent Property will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such acquisition for the certificates that are then outstanding. Any such After Acquired Adjacent Property will be encumbered by the lien of the mortgage on the related U-Haul Sac 22 Property. The U-Haul Sac 22 Loan documents include a carve-out for any losses resulting from the acquisition of any After Acquired Adjacent Property. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in the Preliminary Prospectus for additional information.

 

After Acquired Leasehold Property. Provided no event of default has occurred and is continuing under the U-Haul Sac 22 Loan documents, the borrower has the right to acquire a leasehold estate in property that is operated as a storage facility, but that is not contiguous to an existing U-Haul Sac 22 Property (an “After Acquired Leasehold Property”), provided that the lender has received, among other things: (a) confirmation that such After Acquired Leasehold Property is owned in fee simple by an affiliate of the guarantor; (b) an environmental report showing no hazardous materials or risk of contamination at the adjacent property; (c) a REMIC opinion acceptable to the rating agencies; and (d) a confirmation from the rating agencies that such After Acquired Leasehold Property will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such acquisition for the certificates that are then outstanding. Any such After Acquired Adjacent Property will be encumbered by the lien of the mortgage on the related Mortgaged Properties. The U-Haul Sac 22 Loan documents include a carve-out for any losses resulting from the acquisition, ownership or operation of any After Acquired Leasehold Property. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in the Preliminary Prospectus for additional information.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

 

 

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.

 

66 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$34,000,000 Title:Fee
Cut-off Date Principal Balance:$33,947,501 Property Type - Subtype:Retail - Anchored
% of Pool by IPB:2.5% Net Rentable Area (SF):263,453
Loan Purpose:Refinance Location:Lancaster, PA
Borrower:Red Rose Commons Year Built / Renovated:1998 / NAP
 Associates, L.P. Occupancy:100.0%
Guarantor:Kenneth N. Goldenberg Occupancy Date:2/28/2021
Interest Rate:3.28000% Number of Tenants:13
Note Date:6/30/2021 Fourth Most Recent NOI(1):$3,497,142 (December 31, 2018)
Maturity Date:7/6/2031 Third Most Recent NOI(1):$3,875,076 (December 31, 2019)
Interest-only Period:None Second Most Recent NOI:$3,554,438 (December 31, 2020)
Original Term:120 months Most Recent NOI:$3,558,011 (TTM March 31, 2021)
Original Amortization:360 months UW Economic Occupancy(5):95.3%
Amortization Type:Amortizing Balloon UW Revenues:$4,970,640
Call Protection:L(25),D(91),O(4) UW Expenses:$1,367,954
Lockbox / Cash Management:Hard / Springing UW NOI(5):$3,602,686
Additional Debt:N/A UW NCF(5):$3,144,575
Additional Debt Balance:N/A Appraised Value / Per SF(5):$53,000,000 / $201
Additional Debt Type:N/A Appraisal Date:5/22/2021
     
     

 

Escrows and Reserves Financial Information(5)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF:$129
Taxes:$127,193$63,596N/A Maturity Date Loan / SF:$100
Insurance(2):$0SpringingN/A Cut-off Date LTV:64.1%
Replacement Reserves:$0$14,270N/A Maturity Date LTV:49.6%
TI/LC(3):$0$21,954$1,053,812 UW NCF DSCR:1.76x
Other(4):$23,409$0N/A 

UW NOI Debt Yield:

10.6%
       

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$34,000,000100.0% Payoff Existing Debt$24,863,62173.1%
    Return of Equity8,250,424     24.3   
    Closing Costs735,353 2.2   
    Upfront Reserves150,6020.4   
Total Sources$34,000,000100.0% Total Uses$34,000,000100.0%
(1)The increase from Fourth Most Recent NOI to Third Most Recent NOI can be attributed to contractual rent steps on in-place leases.

(2)Monthly Insurance Reserve will commence in the event the borrower fails to maintain a blanket insurance policy, or in the event lender requires the borrower to obtain a separate policy pursuant to the Red Rose Commons Loan (as defined below) documents.

(3)Upon the delivery of a notice of termination to the borrower by either (a) Burlington Stores, or (b) any tenant under a lease which, individually or when aggregated with all other leases at the Red Rose Commons Property (as defined below) with the same tenant or its affiliate accounts for 15% or more of the total rental income for the Red Rose Commons Property, then the monthly TI/LC reserve deposit will be an amount equal to approximately $32,932.

(4)The Other Initial Reserve consists of a $23,409 condominium reserve.

(5)While the Red Rose Commons Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Red Rose Commons Loan more severely than assumed in the underwriting of the Red Rose Commons Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

The Loan. The Red Rose Commons loan (the “Red Rose Commons Loan”) is secured by a first mortgage lien on the borrower’s fee interest in 10 units of a 12-unit condominium (together with an undivided 57.04% interests of the common elements) that comprises a 263,453 square foot retail shopping center in Lancaster, Pennsylvania (the “Red Rose Commons Property”). The Red Rose Commons Loan accrues interest at an interest rate of 3.28000% per annum, had an original term of 120 months, has a remaining term of 119 months

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

as of the Cut-off Date, and had an original amortization of 360 months. The Red Rose Commons Loan was previously securitized in GSMS 2012-GC6.

The Borrower. The borrowing entity for the Red Rose Commons Loan is Red Rose Commons Associates, L.P., a Pennsylvania limited partnership. The borrower is controlled by two general partners, PR Red Rose LLC, a Delaware limited liability company and RRC General, Inc., a Pennsylvania corporation, each of which is 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 Red Rose Commons Loan.

 

The Loan Sponsor. The loan sponsor and non-recourse carveout guarantor is Kenneth N. Goldenberg.

 

The Property. The Red Rose Commons Property consists of a 263,453 square foot, anchored retail center which was built in 1998 across approximately 53 acres. The Red Rose Commons Property is anchored by Burlington Stores, Home Goods, Best Buy Store and OfficeMax and shadow-anchored by Weiss Markets and Home Depot (Weiss Markets and Home Depot are not part of the collateral). The borrower owns 10 of the 12 condominium units and Weiss Markets and Home Depot own the remaining two condominium units. The members appointed by the borrower to the condominium board control the board. The Red Rose Commons Property has 2,324 parking spaces at a ratio of 8.8 spaces per 1,000 square feet. As of February 28, 2021, the property was 100.0% leased by 13 tenants.

 

The largest tenant based on net rentable area at the Red Rose Commons Property, Burlington Stores (Moody’s/S&P/Fitch: NR / BB+ / NR), occupying 43,092 square feet (16.4% of net rentable area). The tenant has been at the Red Rose Commons Property since September 28, 2017 and has a lease expiration date of February 28, 2028. Burlington Stores has a base rent of $15.00 per square foot and three, 5-year extension options. The second largest tenant based on net rentable area, Home Goods, (Moody’s/S&P/Fitch: A2 / A / NR), occupying 39,873 square feet (15.1% of net rentable area). The tenant has been at the Red Rose Commons Property since May 1, 2011 and has a lease expiration date of April 30, 2026. Home Goods has a base rent of $7.58 per square foot and two, 5-year renewal options followed by one, 4-year and 11 month renewal option. The third largest tenant at the Red Rose Commons Property is Best Buy (Moody’s/S&P/Fitch: A3 / BBB+ / NR), which occupies 32,296 square feet (12.3% of net rentable area). The tenant has been at the Red Rose Commons Property since October 17, 2018 and has a lease expiration date of October 31, 2028. Best Buy Store has a base rent of $17.36 per square foot and three, 5-year renewal options followed by one, 4-year renewal option.

 

COVID-19 Update. As of July 6, 2021, the Red Rose Commons Property is open and operating. While the landlord and some of the tenants at the Red Rose Commons Property agreed to rent deferrals and abatements, the rent abatement periods with respect thereto have expired, and as of July 6, 2021, there have been no loan modification or forbearance requests on the Red Rose Commons Loan. The first payment date of the Red Rose Commons Loan is the monthly due date in August 2021. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

Historical and Current Occupancy(1)
201820192020Current(2)
100.0%100.0%100.0%100.0%
(1)Historical occupancies are as of December 31 of each respective year.

(2)Current Occupancy is based on the February 28, 2021 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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

Tenant Summary(1)
TenantRatings
Moody’s/S&P/Fitch(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(3)% of Total
Base Rent
Lease
Expiration Date
Burlington Stores(4)NR / BB+ / NR43,09216.4%$15.0015.8%2/28/2028
Home Goods(5)A2 / A / NR39,87315.1$7.587.44/30/2026
Best Buy(6)A3 / BBB+ / NR32,29612.3$17.3613.710/31/2028
Officemax(7)NR / NR / NR30,07811.4$14.2510.59/30/2023
Petsmart(8)B1 / B / NR28,71010.9$16.1511.32/29/2024
Barnes & Noble(9)NR / NR / NR26,30610.0$19.0012.210/31/2023
Pep Boys(10)NR / NR / NR18,5527.0$10.404.710/31/2028
Old Navy(11)Ba3 / BB- / NR15,6886.0$14.505.610/31/2023
Party City(12)NR / NR / NR13,4915.1$20.376.74/30/2024
Plaza Azteca(13)NR / NR / NR9,1003.5$23.025.14/30/2027
Subtotal / Weighted Average 257,18697.6%$14.8093.1% 
Remaining Tenants 6,2672.445.256.90 
Vacant 00.0%   
Total / Weighted Average 263,453100.0%$15.52100.0% 
(1)Based on the underwritten rent roll as of February 28, 2021.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Base Rent PSF is inclusive of the average annual rent for the remainder of the respective terms for credit tenants Home Goods and Best Buy Store as well as rent steps through May 1, 2022 for non-investment grade tenants.

(4)Burlington Stores has three, 5-year renewal options.

(5)Home Goods has two, 5-year renewal options and one, 4-year and 11 month renewal option.

(6)Best Buy has three, 5-year renewal options and one, 4-year renewal option.

(7)Officemax has one, 5-year renewal option and one, 4-year and 11 month renewal option.

(8)Petsmart has two, 5-year renewal options.

(9)Barnes & Noble has one, 4-year and 9 month renewal option.

(10)Pep Boys has four, 5-year renewal options.

(11)Old Navy has two, 5-year renewal options.

(12)Party City has one, 5-year renewal option.

(13)Plaza Aztec has two, 5-year renewal options.

 

Lease Rollover Schedule(1)
Year

Number of

Leases

Expiring

Net
Rentable
Area
Expiring
% of NRA
Expiring
Base Rent
Expiring(2)
% of Base
Rent
Expiring(2)
Cumulative
Net Rentable

Area Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
VacantNAP00.0%NAPNAP00.0%NAPNAP
MTM & 202111610.1$00.0%1610.1%$00.0%
2022000.000.01610.1%$00.0%
2023372,07227.41,155,90228.372,23327.4%$1,155,90228.3%
2024242,20116.0738,46818.1114,43443.4%$1,894,37046.3%
202516,1062.3214,9315.3120,54045.8%$2,109,30151.6%
2026139,87315.1302,4007.4160,41360.9%$2,411,70159.0%
202719,1003.5209,4405.1169,51364.3%$2,621,14164.1%
2028393,94035.71,399,92034.2263,453100.0%$4,021,06298.3%
2029000.000.0263,453100.0%$4,021,06298.3%
2030000.000.0263,453100.0%$4,021,06298.3%
2031 & Thereafter100.068,6401.7263,453100.0%$4,089,702100.0%
Total13263,453100.0%$4,089,702100.0%    

(1)Based on the underwritten rent roll as of February 28, 2021.

(2)Base Rent Expiring and % of Base Rent Expiring are inclusive of the average annual rent for the remainder of the respective terms for credit tenants Home Goods and Best Buy Store as well as rent steps through May 1, 2022 for non-investment grade 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.

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

Underwritten Net Cash Flow(1)
201820192020TTM 3/31/2021UnderwrittenPer Square Foot%(2)
Rents in Place$3,711,562$4,070,186$3,654,475$3,763,237$4,057,637$15.4078.1%
Rent Steps(3)000032,0640.120.6
Potential Income from Vacant Space000000.000.0
Gross Potential Rent$3,711,562$4,070,186$3,654,475$3,763,237$4,089,702$15.5278.7%
Total Reimbursements1,103,0561,129,5101,110,3881,063,2171,108,6424.2121.3
Net Rental Income$4,814,618$5,199,696$4,764,863$4,826,454$5,198,343$19.73100.0%
(Vacancy/Credit Loss)0000(243,703)(0.93)(4.7)
Other Income03,3330016,0000.060.3
Effective Gross Income$4,814,618$5,203,029$4,764,863$4,826,454$4,970,640$18.8795.6%
        
Real Estate Taxes678,842708,880716,827731,456731,4562.7814.7
Insurance63,85669,22090,88590,08590,2580.341.8
Management Fee130,483142,920132,018135,825149,1190.573.0
Other Operating Expenses444,295406,933270,695311,077397,1201.518.0
Total Expenses$1,317,476$1,327,953$1,210,425$1,268,443$1,367,954$5.1927.5%
        
Net Operating Income$3,497,142$3,875,076$3,554,438$3,558,011$3,602,686$13.6772.5%
        
TI/LC0000286,8661.095.8
Capital Expenditures0000171,2440.653.4
Net Cash Flow$3,497,142$3,875,076$3,554,438$3,558,011$3,144,575$11.9463.3%
(1)Based on the underwritten rent roll dated February 28, 2021.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income the remainder of the fields.

(3)Rent Steps include the average annual rent for the remainder of the respective terms for credit tenants Home Goods and Best Buy Store as well as rent steps through May 1, 2022 for non-investment grade tenants.

 

The Market. The Red Rose Commons Property is located at 1700 Fruitville Pike in Lancaster, Pennsylvania. The Red Rose Commons Property is situated at the crossroads of US Route 30 and Fruitville Pike, with more than 100,000 and 30,000 vehicles respectively, traveling by the center daily. According to a third-party market report, the Red Rose Commons Property is located in the Lancaster retail market. The Lancaster retail market contains 16.3 million square feet with a 3.7% vacancy rate and a market rent of $16.50 per square foot.

 

Property Management. The Red Rose Commons Property is managed by Goldenberg Management, Inc., an affiliate of the borrower.

 

Escrows and Reserves. At origination of the Red Rose Commons Loan, the borrower deposited (i) approximately $127,193 into a real estate tax reserve and (ii) $23,409 for a condominium reserve.

 

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the real estate taxes that lender estimates will be payable during the next 12 months (initially estimated to be approximately $63,596).

 

Insurance Reserve – If a blanket policy is not maintained in accordance with the Red Rose Commons Loan documents or the lender requires a separate insurance policy pursuant to the Red Rose Commons Loan documents, the borrower is required to deposit into an insurance reserve, on a monthly basis, an amount equal to 1/12 of the insurance premiums that would be sufficient for the renewal of coverage unless the borrower maintains an acceptable blanket policy in accordance with the Red Rose Commons Loan documents. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $14,270 for replacement reserves.

 

TI/LC Reserve – The borrower is required to deposit into a TI/LC reserve, on a monthly basis, an amount equal to approximately $21,954 for TI/LC reserves (provided, upon the delivery of a notice of termination to the borrower by a Specified Tenant other than with respect to Weis and Home Depot (as defined below), then the monthly TI/LC reserve deposit will be an amount equal to $32,932 until such time as each and every termination notice with respect to a Specified Tenant lease has been revoked or the space demised under any terminated Specified Tenant lease has been re-let in accordance with the Red Rose Commons Loan documents, at which time the monthly TI/LC reserve deposit will revert back to $21,954). If at any time the amount on deposit in the TI/LC reserve equals or exceeds the product of (x) 48 and (y) the then-applicable TI/LC reserve monthly deposit (such amount, the “TI/LC Reserve Cap”, estimated to be $1,053,812 as of the origination date of the Red Rose Common Loan), the borrower may cease making monthly deposits into the TI/LC reserve until such time as the amount on deposit in the TI/LC reserve is less than the TI/LC Reserve Cap.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

Condominium Reserve – $23,409 was deposited into the condominium reserve at origination, such amount representing one month of condominium assessments with respect to the Red Rose Commons Property. The amount required to be maintained in the condominium reserve will change in the event the amount of one month of condominium assessments changes, with the borrower required to increase the deposit into condominium reserve as and when the one-month assessment amount increases, and, provided no event of default is then continuing, to receive a disbursement from the condominium reserve in the event of a reduction in the one-month assessment amount.

 

Lockbox / Cash Management. The Red Rose Commons Loan is structured with a hard lockbox and springing cash management. The borrower is required to deliver a tenant direction letter to the existing tenants at the Red Rose Commons Properties, directing them to remit their rent checks directly to the lender-controlled lockbox. The borrower is required to cause all revenue received by borrower or the property manager from the Red Rose Commons property to be immediately deposited into such lockbox upon receipt. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of borrower unless a Trigger Period (as defined below) exists. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the Red Rose Commons Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Red Rose Commons Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Red Rose Commons Loan, provided that, to the extent (a) the only Trigger Period in existence on a monthly payment date is a Specified Tenant Trigger, (b) the debt yield exceeds 7.5% (excluding rents from any Specified Tenant for which a Specified Tenant Trigger exists) and (c) amounts on deposit in the excess cash flow account equal or exceed the Specified Tenant Cap (as defined below) (clauses (a) through (c), collectively, the “Excess Cash Flow Condition”), excess cash flow not needed to satisfy Excess Cash Flow Condition shall be released to Borrower. So long as no Event of Default is continuing, upon Borrower’s request, Lender shall disburse excess cash to pay for approved extraordinary expenses provided funds in the replacement and operating expense reserves are insufficient to pay for same. Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower.  Upon an event of default under the Red Rose Commons Loan documents, the lender will apply funds to the debt in such priority as it may determine.

 

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt yield falling below 7.0%, or (iii) a Specified Tenant Trigger; and (B) expiring upon (x) with respect to clause (i) above, the cure (if applicable) of such event of default, (y) with respect to clause (ii) above, the date that the debt yield is equal to or greater than 7.0% for one calendar quarter, and (z) with respect to clause (iii) above, the achievement of a Specified Tenant Trigger cure.

 

A “Specified Tenant Trigger” means a period (A) commencing upon the earliest of a Specified Tenant (i) (other than Weis or Home Depot) being in monetary or material non-monetary default under its lease for a period of at least 30 days beyond the expiration of any applicable notice and cure period with respect to such default, (ii) failing to be in physical possession and occupancy of its space or “going dark” (other than with respect to a pandemic, temporary closure for alteration or repair in accordance with the lease, force majeure, or in connection with restoration following a casualty or condemnation, in each case provided such temporary closure does not give rise to any remedies under any other lease on the property), (iii) (other than Weis or Home Depot) giving a notice of termination with respect to at least 50% of its leased space, or with respect to Weis or Home Depot, selling or leasing its Specified Tenant space, (iv) (other than Weis or Home Depot) whose lease is terminated or cancelled, (v) becomes bankrupt or insolvent, and (vi) (other than Weis or Home Depot) failing to renew its lease by the applicable deadline, and (B) expiring upon, among other things, (i) with respect to clause (A)(i) above, a cure of the applicable default(s) under the applicable Specified Tenant lease, (ii) with respect to clause (A)(ii) or (A)(iv) above, the applicable Specified Tenant being in actual physical possession of its space and (except in the case of a required closure relating the COVID-19 pandemic), open for business, and (except for Home Depot and Weis) paying full rent under its lease, (iii) with respect to clause (A)(iii) above, revocation of any termination or cancellation notice and reaffirmation of the lease, (iv) with respect to clause (A)(v) above, the applicable Specified Tenant no longer being bankrupt and/or insolvent or subject to any bankruptcy or insolvency proceedings, and (except for Home Depot and Weis) its lease having been affirmed by non-appealable court order, or with respect to Home Depot and Weiss, its related space is occupied by a person that satisfies all legal requirements, property-level covenants and does not give rise to remedies of any other tenant at the Rose Commons Property under its lease, and (v) with respect to clause (A)(vi) above, the applicable Specified Tenant renews or extends its lease, or the borrower re-lets such Specified Tenant’s space in accordance with the Red Rose Common Loan documents. With respect to any Specified Tenant Trigger applicable under clause (A) above that causes a default under any lease other than the applicable Specified Tenant Lease, the cure of such Specified Tenant Trigger shall include either (x) the lender’s receipt of satisfactory evidence that the applicable lease defaults have been cured, (y) the borrower re-lets the space encumbered by such lease in accordance with the Red Rose Common Loan documents, or (z) solely with respect to Weis and Home Depot, such space being occupied by an occupant that satisfies all legal requirements, property-level covenants and does not give rise to remedies of any other tenant at the Rose Commons Property under its lease.

 

Satisfaction of the Excess Cash Flow Condition also suspends a Specified Tenant Trigger.

 

A “Specified Tenant” means (i) Burlington Stores, (ii) any tenant under a lease which, individually or when aggregated with all other leases at the Red Rose Commons Property with the same tenant or its affiliate accounts for 15% or more of the total rental income for the Red

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Red Rose Commons

 

Rose Commons Property, (iii) Weis Markets, (iv) Home Depot and (v) any other lessee(s) of the specified tenant space (or any portion thereof) and any guarantor(s) of the applicable related specified tenant lease(s). As noted, Weiss and Home Depot are shadow anchors, are not tenants of the Red Rose Commons Property, and their respective properties are not part of the collateral for the Red Rose Commons Loan.

 

The “Specified Tenant Cap” means (i) to the extent the only Trigger Period then in existence is a Specified Tenant Trigger Period with respect to Burlington, an amount equal to the product of (x) $20.00 and (y) the square footage of the leased premises under the Burlington Lease that is subject to a termination and (ii) to the extent the only Trigger Period then in existence is a Specified Tenant Trigger Period with respect to any Specified Tenant other than Burlington, an amount equal to the sum of (x) $1,782,366.48 and (y) the product of (I) all reserve funds due and payable with respect to the monthly payment date immediately following the date in which the applicable Specified Tenant Trigger occurred and (II) 12.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. 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.

 

73 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Glenmuir of Naperville

 

 

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.

 

74 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Glenmuir of Naperville

 

 

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.

 

75 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Glenmuir of Naperville

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$33,040,000 Title:Fee
Cut-off Date Principal Balance:$33,040,000 Property Type - Subtype:Multifamily - Garden
% of Pool by IPB:2.4% Net Rentable Area (Units):321
Loan Purpose:Acquisition Location:Naperville, IL
Borrower:CF Glenmuir Multifamily DST Year Built / Renovated:1999 / NAP
Guarantor:CF Real Estate Holdings, LLC Occupancy:95.0%
Interest Rate:2.42000% Occupancy Date:6/2/2021
Note Date:6/24/2021 Number of Tenants:N/A
Maturity Date:7/6/2031 Fourth Most Recent NOI:$3,695,779 (December 31, 2018)
Interest-only Period:120 months Third Most Recent NOI:$4,142,096 (December 31, 2019)
Original Term:120 months Second Most Recent NOI:$4,522,692 (December 31, 2020)
Original Amortization:None Most Recent NOI:$4,680,097 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy(2):93.2%
Call Protection:L(25),D(91),O(4) UW Revenues:$7,021,589
Lockbox / Cash Management:Springing / Springing UW Expenses:$2,246,952
Additional Debt:N/A UW NOI(2):$4,774,637
Additional Debt Balance:N/A UW NCF(2):$4,693,745
Additional Debt Type:N/A Appraised Value / Per Unit:$103,700,000 / $323,053
   Appraisal Date:6/9/2021
     

 

Escrows and Reserves Financial Information(2)
 InitialMonthlyInitial Cut-off Date Loan / Unit:$102,928
Taxes:$235,664$78,555N/A Maturity Date Loan / Unit:$102,928
Insurance(1):$18,550SpringingN/A Cut-off Date LTV:31.9%
Replacement Reserves:$0$0N/A Maturity Date LTV:31.9%
TI/LC:$0$0N/A UW NCF DSCR:5.79x
Other:$0$0N/A UW NOI Debt Yield:14.5%
        

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$33,040,00031.1% Purchase Price$103,700,00097.6%
Sponsor Equity72,587,96468.3    Closing Costs2,293,6712.2   
Other Sources(3)619,9210.6    Upfront Reserves254,2140.2   
       
Total Sources$106,247,885100.0% Total Uses$106,247,885100.0%
(1)Monthly insurance reserve will commence in the event the borrower fails to maintain a blanket insurance policy.

(2)While the Glenmuir of Naperville Loan (as defined below) was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Glenmuir of Naperville Loan more severely than assumed in the underwriting of the Glenmuir of Naperville Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

(3)Other Sources consist of a rate lock deposit, June income, prepaid rent, a security deposit and utility reimbursements.

 

The Loan. The Glenmuir of Naperville loan (the “Glenmuir of Naperville Loan”) is secured by a first mortgage lien on the borrower’s fee interest in a 321-unit multifamily property located in Naperville, Illinois (the “Glenmuir of Naperville Property”). The Glenmuir of Naperville Loan accrues interest at an interest rate of 2.42000% per annum, had an original term of 120 months, has a remaining term of 119 months as of the Cut-off Date and is interest only for the entire term.

 

The Borrower. The borrowing entity for the Glenmuir of Naperville Loan is CF Glenmuir Multifamily DST, a Delaware statutory trust and single purpose entity with one independent director (the “Glenmuir of Naperville Borrower”). Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Glenmuir of Naperville Loan.

 

The Loan Sponsor. The loan sponsor Cantor Fitzgerald Investors, LLC, and the non-recourse carveout guarantor CF Real Estate Holdings, LLC, are Delaware limited liability companies.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Glenmuir of Naperville

 

The Property. The Glenmuir of Naperville Property consists of a 321-unit garden-style multifamily property which was built in 1999 across approximately 31.0 acres. The Glenmuir of Naperville Property has 822 parking spaces at a ratio of 2.6 spaces per unit. As of June 2, 2021, the Glenmuir of Naperville Property was 95.0% leased. Amenities at the Glenmuir of Naperville Property include clubhouse, fitness center, business center, conference room, pool, hot tub, playground, sundeck and indoor children’s playroom. Unit amenities include stainless steel appliances, washer/dryers, balconies/patios, ceiling fans, fireplace, attached garages with select units, microwave, and stone countertops.

 

COVID-19 Update. As of July 6, 2021, the Glenmuir of Naperville Property is open and operating. Throughout COVID-19, monthly rents collected from May 2020 through April 2021 ranged from 97.0% to 98.8% with a total collection percentage of 97.6% across the 12-month period. As of July 6, 2021, there have been no loan modification or forbearance requests on the Glenmuir of Naperville Loan. The first payment date of the Glenmuir of Naperville Loan is the monthly due date in August 2021. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

Historical and Current Occupancy(1)(2)
201820192020Current
88.2%92.0%95.5%95.0%
(1)Historical occupancies are as of December 31 of each respective year.

(2)Current Occupancy is based on the June 2, 2021 rent roll.

 

Multifamily Unit Mix(1)
Unit Type# of Units% of Total UnitsOccupancyAverage Unit Size (SF)Average Rent Per UnitAverage Market Rent Per Month
1BR15748.9%    91.7%854$1,549$1,546
2BR13241.1      97.7%1,169$1,812$1,812
3BR3210.0    100.0%1,367$2,259$2,246
Total / Wtd. Avg.321100.0%    95.0%1,034$1,735$1,725
(1)Based on the underwritten rent roll as of June 2, 2021.

 

Operating History and Underwritten Net Cash Flow
 201820192020TTM 4/30/2021UnderwrittenPer Unit%(1)
Gross Potential Rent$5,223,807$5,564,550$6,033,024$6,169,747$6,349,320$19,780100.0%
Potential Income from Vacant Units0000308,772$9624.9%
Vacancy(27,817)(6,078)(89,378)(107,823)(452,750)($1,410)(7.1)  
Other Income548,625647,833756,106816,247816,247$2,54312.9%
Effective Gross Income$5,744,615$6,206,305$6,699,752$6,878,171$7,021,589$21,874110.6%
Management Fee172,154186,076200,809206,195210,648$6563.0%
Real Estate Taxes851,528841,530908,976908,976897,768$2,79712.8%
Insurance59,23576,77555,78153,044108,677$3391.5%
Other Operating Expenses965,920959,8281,011,4951,029,8591,029,859$3,20814.7%
Total Operating Expenses$2,048,837$2,064,209$2,177,061$2,198,074$2,246,952$7,00032.0%
Net Operating Income$3,695,779$4,142,096$4,522,692$4,680,097$4,774,637$14,87468.0%
TI/LC00000$00.0%
Replacement Reserves000080,892$2521.2%
Net Cash Flow$3,695,779$4,142,096$4,522,692$4,680,097$4,693,745$14,622 66.8%
(1)% column represents percent of Gross Potential Rent for all revenue lines and represents percent of Effective Gross Income the remainder of the fields.

 

The Market. The Glenmuir of Naperville Property is located in a suburban location within the City of Naperville, approximately 35 miles southwest of the Chicago CBD. According to the appraisal, Naperville and the neighboring city to the west, Aurora, have become two of the fastest growing cities in Illinois. Factors contributing to the growth of these two cities include convenient access to the local highway network, employment along the East-West Tollway, and availability of vacant land for new residential developments. The Glenmuir of Naperville Property is located in the Joliet submarket, which had an average vacancy rate of 5.9% and an average asking rental rate of $1,240 per month as of the first quarter of 2021.

 

Property Management. The Glenmuir of Naperville Property is managed by BH Management Services, LLC.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Glenmuir of Naperville

 

Master Lease. The Glenmuir of Naperville Property is subject to a master lease by the Glenmuir of Naperville Borrower to CF Glenmuir Master Tenant, LLC, a Delaware limited liability company (the “Glenmuir of Naperville Master Tenant”), which master lease is subordinate to the Glenmuir of Naperville Loan. The Glenmuir of Naperville Master Tenant is under common ownership with the Glenmuir of Naperville Borrower and is required to be a special purpose entity.

 

Escrows and Reserves. At origination of the Glenmuir of Naperville Loan, the Glenmuir of Naperville Borrower deposited (i) approximately $235,664 into a real estate tax reserve and (ii) $18,550 into an insurance reserve.

 

Tax Reserve – The Glenmuir of Naperville Borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the real estate taxes that lender estimates will be payable during the next 12 months (initially estimated to be approximately $78,555).

 

Insurance Reserve – The Glenmuir of Naperville Borrower is required to deposit into an insurance reserve, on a monthly basis, an amount equal to 1/12 of the insurance premiums that would be sufficient for the renewal of coverage unless no Trigger Period has occurred and is continuing and the Glenmuir of Naperville Borrower maintains an acceptable blanket policy in accordance with the Glenmuir of Naperville Loan documents. As of the origination date, an acceptable blanket policy was in place.

 

Lockbox / Cash Management. The Glenmuir of Naperville Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Trigger Period, the Glenmuir of Naperville Borrower will be required to cause all revenue relating to the Glenmuir of Naperville Property received by the Glenmuir of Naperville Borrower, the Glenmuir of Naperville Master Tenant or the property manager with respect to the Glenmuir of Naperville Property to be deposited into a lender-controlled lockbox account within two business days of receipt. On each business day during the continuance of a Trigger Period, all amounts in the lockbox account are required to be remitted to a lender-controlled cash management account. On each business day that no Trigger Period exists, funds on deposit in the lockbox account will be transferred at the direction of the Glenmuir of Naperville Borrower. During the continuance of a Trigger Period, all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be reserved as additional collateral for the Glenmuir of Naperville Loan.

 

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the Glenmuir of Naperville Loan or (ii) the debt yield being less than 6.75%; and (B) expiring upon (x) with respect to clause (i) above, the cure (if applicable) of such event of default and (y) with respect to clause (ii) above, the date that the debt yield is equal to or greater than 7.0% for one calendar quarter.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. 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.

 

78 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

 

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.

 

79 of 89

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:GACC Single Asset / Portfolio:Single Asset
Original Principal Balance(1):$32,500,000 Title:Leasehold
Cut-off Date Principal Balance(1):$32,500,000 Property Type - Subtype(3):Mixed Use – Office/Retail
% of Pool by IPB:2.4% Net Rentable Area (SF):309,176
Loan Purpose:Refinance Location:Tempe, AZ
Borrower:Watermark Tempe I, LLC Year Built / Renovated:2020 / NAP
Guarantors:Mansoureh Nowroozi, Niloufar Norouzi and David Norouzi Occupancy(4):92.8%
Interest Rate:2.84000% Occupancy Date:7/15/2021
Note Date:7/16/2021 Number of Tenants:17
Maturity Date:8/6/2031 Fourth Most Recent NOI(5):NAV
Interest-only Period:120 months Third Most Recent NOI(5):NAV
Original Term:120 months Second Most Recent NOI:$4,410,687 (December 31, 2020)
Original Amortization:None Most Recent NOI:$6,438,963 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy:93.6%
Call Protection(2):L(24),D(89),O(7) UW Revenues:$14,610,051
Lockbox / Cash Management:Hard / Springing UW Expenses:$2,823,605
Additional Debt(1):Yes UW NOI(6):$11,786,446
Additional Debt Balance(1):$88,500,000 UW NCF:$11,415,435
Additional Debt Type(1):Pari Passu Appraised Value / Per SF(7):$186,150,000 / $602
   Appraisal Date:5/11/2021
     

 

Escrows and Reserves(8) Financial Information(1)
 InitialMonthlyInitial Cap  Whole Loan 
Taxes: $0$0N/A Cut-off Date Loan / SF:$391 
Insurance:$65,432$9,347N/A Maturity Date Loan / SF:$391 
Replacement Reserves:$0$5,153$126,670 Cut-off Date LTV(7):65.0% 
TI/LC:$3,210,045Springing$927,528 Maturity Date LTV(7):65.0% 
Other:$3,403,296$0N/A UW NCF DSCR:3.28x 
     UW NOI Debt Yield:9.7% 
        
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan$121,000,000100.0% Loan Payoff$102,673,94484.9%
    Return of Equity10,087,4498.3%
    Upfront Reserves6,678,7725.5%
    Closing Costs1,559,8351.3%
Total Sources$121,000,000100.0% Total Uses$121,000,000100.0%
          
(1)The Cut-off Date Principal Balance of $32,500,000 represents the non-controlling Note A-2, and is part of the Watermark Tempe Whole Loan (as defined below) which is evidenced by six pari passu notes and has an aggregate outstanding principal balance as of the Cut-off Date of $121,000,000. Financial Information presented in the chart above reflects the Cut-off Date balance of $121,000,000 of the Watermark Tempe Whole Loan.

(2)The defeasance lockout period will be at least 24 payment dates beginning with and including the first payment date in September 2021. The borrower has the right to defease the Watermark Tempe Whole Loan in whole (and not in part) after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) July 16, 2024. The assumed defeasance lockout period of 24 months is based on the expected closing date of the Benchmark 2021-B28 securitization in August 2021. The actual lockout period may be longer.

(3)The Watermark Tempe Property (as defined below) is comprised of 265,430 square feet of office space and 43,746 square feet of retail space.

(4)The Watermark Tempe Property is 92.8% leased inclusive of 18.4% of NRA that is leased but not yet occupied by the tenants Align (11.1% of NRA), Robinhood (6.3% of NRA), Pokiluv (0.6% of NRA) and Drybar (0.5% of NRA).

(5)Historical cash flows are unavailable because the Watermark Tempe Property was built in 2020.

(6)The increase from the TTM NOI to Underwritten NOI is primarily attributable to the Watermark Property being built in 2020 and undergoing lease up and stabilization.

(7)Based on the “Market Value Assuming Paid-Off TIs, LCs, & Rent Abatements” Appraised Value which is based on the condition that the contractual TI/LC obligations have been fulfilled and there is no outstanding free rent. At origination, all outstanding TI/LCs and Free Rent were held back in a lender reserved account. The “As-Is” appraised value is $180,000,000 as of May 11, 2021, which equates to a Cut-off Date LTV and Maturity Date LTV of 67.2%.

(8)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(9)While the Watermark Tempe Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Watermark Tempe Whole Loan more severely than assumed in the underwriting of the Watermark Tempe Whole Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

 metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Prospectus.

 

The Loan. The Watermark Tempe mortgage loan (the “Watermark Tempe Loan”) is part of a whole loan evidenced by six pari passu notes with an aggregate original principal balance and an aggregate outstanding principal balance as of the Cut-off Date of $121,000,000 (the “Watermark Tempe Whole Loan”). The Watermark Tempe Whole Loan is secured by a first mortgage encumbering the borrower’s leasehold interest (see “GPLET lease” below) in a 309,176 square foot mixed-use building located in Tempe, Arizona, comprised of office and retail components. The Watermark Tempe Loan, which is evidenced by the non-controlling Note A-2, has an outstanding principal balance as of the Cut-off Date of $32,500,000 and will be contributed to the Benchmark 2021-B28 Trust. The remaining notes are expected to be contributed to one or more future securitization trusts or may otherwise be transferred at any time. The relationship between the holders of the Watermark Tempe Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Watermark Tempe Whole Loan has a 10-year term and is interest only for the full term.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
Note A-2$32,500,000$32,500,000 Benchmark 2021-B28No(2)
Note A-1, A-3, A-4, A-5, A-6$88,500,000$88,500,000 DBRI(1)Yes(2)
Whole Loan$121,000,000$121,000,000   
(1)Expected to be contributed to one or more future securitization transactions.

(2)The Watermark Tempe Whole Loan is expected to be serviced under the Benchmark 2021-B28 pooling and servicing agreement until such time as the controlling note has been securitized, at which point the Watermark Tempe Whole Loan will be serviced under the pooling and servicing agreement related to such securitization.

 

The Borrower. The borrower is Watermark Tempe I, LLC, a Delaware limited liability company and single purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Watermark Tempe Whole Loan.

 

The Loan Sponsors. The loan sponsors are a joint venture between David Norouzi, Niloufar Norouzi, and Mansoureh Nowroozi who also serve as the non-recourse carve out guarantors. Mr. Norouzi is the President of Fenix Development Inc., (“Fenix”) a privately owned real estate investment and development company founded in 1995 and based in Los Angeles, California. Fenix is an “investment builder” and investor in value-add and opportunistic assets, having successfully developed and repositioned retail, office, and multifamily projects in Southern California, Las Vegas, and Phoenix. Fenix’s core investment strategy is centered on creating a vision for specific investment opportunities with potential for significant capital appreciation through land entitlement, development, repositioning and creative design. Fenix manages the development and investment process from acquisition, planning, and entitlement to construction and disposition. Fenix’s principals are actively involved in the operations of assets with a current market value in excess of $250,000,000 and pending development projects with an estimated value of $150,000,000.

 

The Property. The Watermark Tempe Property is a newly constructed Class-A, mixed-use office and retail development located at 410-430 North Scottsdale Road in Tempe, Arizona. Built in 2020, the Watermark Tempe Property is situated on 3.45 acres along the north shore of Tempe Town Lake and consists of two buildings totaling 309,176 net rentable square feet with a total of 1,311 parking spaces between both parking structures. The Watermark Tempe Property is 92.8% leased to 17 tenants. The Watermark Tempe Property is a mixed use property with 85.9% of NRA comprised of office space and the remaining 14.1% retail space. As of July 15, 2021, the office space is 100.0% leased by five tenants, including OpenDoor (32.6% of NRA; NASDAQ: OPEN), WeWork (22.4% of NRA), Robinhood (17.4% of NRA), Align Technology (“Align”) (11.1%; NASDAQ: ALGN) and Emcor (2.4% of NRA; NYSE: EME). Align is expected to take occupancy of its space in September 2021 and currently occupies approximately 5,000 square feet on the 9th floor while its space on the 13th floor is built out. Robinhood recently expanded its space by 19,564 square foot (6.3% NRA) and is expected to take occupancy of the expansion space in November 2021. The retail space is currently 49.4% leased by 12 tenants, including F45 Training, Monroe’s Hot Chicken, Dog Haus, Restore and Sweet Republic, among others. Drybar (0.5% NRA) and Pokiluv (0.6% NRA) are each expected to take occupancy in November 2021.

 

Building 410 of the Watermark Tempe Property (the “South Building”) is a 284,382 square foot, 16-story multi-tenant office/retail building with 1,250 linear feet of Tempe Town Lake frontage. The building includes two levels of subterranean executive level parking (150 spaces), 18,952 square feet of ground floor retail space, eight floors of above grade podium style parking (588 spaces) and eight levels of premium Class-A office space totaling 265,430 square feet. The main lobby of the building has 22-foot ceilings, full-slab Carrara marble floors and full-height floor to ceiling wrap-around glass. Amenities within the building include a fitness center/cycle room, lounge/conference center, game room, a ninth floor Sky Lobby and Sky Terrace area, along with a 16th floor private balcony. The office floors were designed so that the first level of leasable space would start on the 9th floor, with unobstructed views of Tempe Town Lake, the McDowell and Camelback Mountains and Arizona State University.

 

Building 430 of the Watermark Tempe Property is a 24,799 square foot, eight-story building including ground-floor commercial/retail space and seven-levels of structured parking above the retail space. The parking garage contains two elevators, 559 parking spaces and is connected to Building 410 via an elevated Sky Walk on the ninth Floor (parking garage top floor/roof).

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

Major Tenants.

 

The largest tenant based on net rentable area is OpenDoor Labs, Inc. (“OpenDoor”) (100,807 square feet; 32.6% of NRA; 35.2% of UW Base Rent). Founded in 2014 and headquartered in San Francisco, OpenDoor operates a digital platform for residential real estate in the United States, enabling consumers to buy and sell a home online. OpenDoor is the leader in “ibuying” of residential real-estate, making as-is cash offers to property sellers through an online process before improving the properties it purchases. Employing nearly 1,000 people in the Tempe office, OpenDoor leases floors 14, 15 and 16 of the North Building. OpenDoor executed a 128-month lease through the end of 2030, followed by one five-year extension option. As of July 2021, OpenDoor pays an annual base rent of approximately $42.28 PSF, with 2.5% annual increases for the remainder of the lease term.

 

Upon execution of the OpenDoor lease, the tenant provided a security deposit to the borrower in the amount of $432,761.07, which will be held through the term of the lease and may be used by borrower to satisfy any past due rent or to cure any uncured tenant default. If used, the tenant is required to replenish the amount upon request of the borrower.

 

In addition, OpenDoor delivered a letter of credit to the borrower in the amount of $7,768,822. The letter of credit will be held by borrower, and will expire no earlier than 60 days after the end of the 5th anniversary of the lease commencement date. The stated amount of the letter of credit will be reduced by 20% each year of the lease, and will be returned to the tenant if the tenant achieves an investment grade rating on its debt obligations for four consecutive calendar quarters. Upon an event of default by tenant, borrower may draw the full amount of the letter of credit.

 

The aforementioned security deposits and letter of credit will be held by the borrower, not the lender. Per the Watermark Tempe Loan documents, upon an event of default, the borrower is required to turn over all security deposits to lender (including any letter of credits or guarantees in lieu thereof), to be held by lender in accordance with the terms of the OpenDoor lease. We cannot assure you that the borrower will turn over such amounts or that such amounts will be sufficient to offset any shortfalls.

 

The second largest tenant based on net rentable area is WeWork (69,115 square feet; 22.4% of NRA; 24.0% of UW Base Rent). WeWork is an American commercial real estate company providing flexible shared workspaces for entrepreneurs and companies alike. The company designs and builds both physical and virtual shared spaces and office services for its tenants. Founded in 2010, WeWork is headquartered in New York City. Through an enterprise agreement, WeWork subleases the entire 11th floor to Amazon. According to the loan sponsor, Amazon’s fraud unit is occupying the space and paying a rate of $103 PSF. It should be noted that Amazon’s rent alone covers 1.20x WeWork’s contractual rent owed on its entire footprint.

 

WeWork leases the 11th and 12th floors of the North Building through November 2032. WeWork executed a 13-year lease through November 2032, followed by two five-year extension options (November 2042 full extended). As of July 2021, the tenant pays an annual base rent of $42.01 PSF, with set annual increases for the remainder of the lease term.

 

WeWork delivered a letter of credit to the borrower in the amount of $1,500,000. The letter of credit will be held by borrower and, provided that no event of default is continuing, the stated amount of the letter of credit will be reduced to $1,000,000 on March 1, 2022, and $0.00 on March 1, 2023. Upon any event of default by the tenant, the borrower may draw on the letter of credit to the extent necessary to remedy such event of default.

 

In addition, WeWork Companies Inc. guarantees the tenant’s payment obligations up to $5,032,805. Provided no event of default is then occurring, the guaranteed payment obligation amount will be automatically reduced to (i) $3,019,683 on the 1st day of the 35th month of the lease term, (ii) $1,000,000 on the 1st day of the 47th month of the lease term and (iii) $0.00 on the 1st day of the 83rd month of the lease term.

 

Per the Watermark Tempe Loan documents, upon an event of default, the borrower is required to turn over all security deposits to lender (including any letter of credits or guarantees in lieu thereof).

 

The third largest tenant based on net rentable area is Robinhood Markets (“Robinhood”) (53,823 square feet; 17.4% of NRA; 18.9% of UW Base Rent). Founded in 2013, Robinhood Markets is a provider of commission-free trading platform. The company offers trades in stocks, exchange-traded funds (ETFs), and options through Robinhood Financial. It also enables users to buy and sell cryptocurrencies with Robinhood Crypto. Robinhood initially leased 34,259 square feet in May of 2021 in the South Building at the Watermark Tempe Property. As of July 15, 2021, Robinhood signed a lease for an additional 19,564 square feet, and is expected to take occupancy of this space in November 2021. Robinhood pays an aggregate annual base rent of $42.67 PSF, with set annual increases for the remainder of the lease term. Robinhood has a five-year lease through October 2026 with one, five-year renewal option remaining.

 

COVID-19 Update. As of July 2021, the Watermark Tempe Property is open and operating and all tenants are current on rent obligations. Two tenants requested rent relief amid the COVID-19 pandemic: (i) WeWork (22.4% of NRA) requested rent relief at the start of the pandemic, which no relief was granted and WeWork has continued to pay rent pursuant to their lease and (ii) DRNK Cofee + Tea/QWENCH Juice Bar (0.8% of NRA) requested rent relief and received an informal rent deferment but is now current and has paid off

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

all deferred rent. The Watermark Tempe Whole Loan is not subject to any modification or forbearance requests. The first payment date under the Watermark Tempe Loan documents is in September 2021.

 

The Market. The Watermark Tempe Property is located in the Phoenix-Mesa core based statistical area and benefits from regional and local accessibility to major roadways. Such proximity to major roadways provides access to more regional destinations throughout the area, while the Watermark Tempe Property’s anchor stores provide drawing power for the Watermark Tempe Property.

 

The Watermark Tempe Property is located within the North Tempe submarket. The total inventory of non-owner-occupied office space within this defined area increased from approximately 6,300,000 square feet at year-end 2011 to 12,390,000 square feet as of the fourth quarter of 2020 with the majority of this growth (roughly 3,535,000 square feet) occurring during 2020. The submarket office inventory represented 13.5% of the metropolitan Phoenix office space inventory as of year-end 2020. Focusing upon Class A space, the non-owner-occupied inventory within the defined area increased from roughly 3,410,000 square feet at year-end 2011 to 8,970,000 square feet by the fourth quarter of 2020, an average annual increase of approximately 620,000 square feet. The submarket Class A office inventory represented 22.2% of the metropolitan Phoenix Class A office space inventory as of year-end 2020.

 

Summary of Comparable Office Leases(1)
 PropertyTenant NameLease Start DateTerm (mos.)Lease TypeTenant Size (SF)Base Rent PSFFree Rent (mos.)TI PSF
Watermark Tempe(2)OpenDoorMay-20128Gross100,807$42.280$55.00
Hayden Ferry Lakeside ISilicon Valley BankOct-1967Gross62,829$44.003$39.00
Hayden Ferry Lakeside IIHawaiian AirlinesNov-1966Gross16,998$44.005$40.00
Hayden Ferry Lakeside IIIRevanaDec-1944Gross18,267$43.003$34.50
Tempe GatewayGuardian Life InsuranceOct-2064Gross8,869$43.003$15.00
Hayden Ferry Lakeside IIMicrosoftOct-2166Gross15,355$45.006$10.00
100 MillNeudesicJul-2290Gross10,182$48.006$70.00
100 MillDeloitte & ToucheAug-22128Gross31,611$48.008$75.00
Hayden Ferry Lakeside IIM&T BankSep-2350Gross3,294$50.002$25.00
Wtd. Avg.(3)  72 20,932$45.634$39.32
(1)Source: Appraisal.

(2)Based on underwritten rent roll dated July 15, 2021.

(3)Total / Wtd. Avg. not inclusive of the subject property.

 

Summary of Comparable Retail Leases(1)
 PropertyTenant NameLease Start DateTerm (mos.)Lease TypeTenant Size (SF)Base Rent PSFFree Rent (mos.)TI PSF
Watermark Tempe(2)La Vie En Day SpaJul-20120Net2,588$40.000$50.00
CityScape- Block 22- RetailNekter Juice BarJul-19120Net1,350$40.000$45.00
Tempe MarketplaceBarrio QueenSep-19120Net5,000$38.000$250.00
Block 23 at CityScapeIngo’s Tasty FoodFeb-20120Net1,488$40.000$150.00
The Collective on BaselineThe PorchAug-19120Net4,719$38.000$0.00
8749 South Rural RoadPostinoSep-20120Net3,480$40.000$0.00
Total / Wtd. Avg.(3)  120 16,037$38.790$95.65
(1)Source: Appraisal.

(2)Based on underwritten rent roll dated July 15, 2021.

(3)Total / Wtd. Avg. not inclusive of the subject property.

 

Historical and Current Occupancy
2018(1)2019(1)2020(2)Current(3)
N/AN/A44.9%92.8%
(1)Historical occupancies are not available as the Watermark Tempe Property was built in 2020.

(2)Based on the occupancy as of December 31, 2020.

(3)Based on the underwritten rent roll dated July 15, 2021.

 

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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

Tenant Summary(1)
TenantProperty TypeRatings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF% of Total
Base Rent
Lease
Expiration Date
Renewal / Extension Options
Top 5 Office Tenants        
OpenDoorOfficeNR/NR/NR100,80732.6%$42.2835.2%12/31/20301, 5-year option
WeWorkOfficeNR/NR/NR69,11522.4%$42.0124.0%11/30/20322, 5-year options
RobinhoodOfficeNR/NR/NR53,82317.4%$42.6718.9%10/31/20261, 5-year option
AlignOfficeNR/NR/NR34,18611.1%$44.5012.5%1/31/20271, 3-year option
EmcorOfficeNR/NR/NR7,4992.4%$43.002.7%6/30/20262, 3-year options
Office Total  265,43085.9%$42.5993.3%  
Top 5 Retail Tenants        
La Vie En Day SpaRetailNR/NR/NR2,5880.8%$40.800.9%6/30/20302, 5-year options
Dog HausRetailNR/NR/NR2,4420.8%$36.000.7%5/31/20312, 5-year options
DRNK Cofee + Tea/QWENCH Juice BarRetailNR/NR/NR2,4080.8%$36.000.7%5/31/20302, 5-year options
Restore Hyper Wellness + CryotherapyRetailNR/NR/NR2,2710.7%$37.000.7%10/31/20302, 5-year options
F45 Training Tempe Town LakeRetailNR/NR/NR2,2260.7%$36.000.7%6/30/20301, 10-year option
Other Retail  9,6923.1%$38.463.1%  
Retail Total  21,6277.0%$37.786.7%  
Total Occupied  287,05792.8%$42.23100.00%  
Vacant  22,1197.2%    
Total  309,176100.00%    
(1)Based on the underwritten rent roll dated July 15, 2021.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

 

Lease Rollover Schedule(1)(2)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent ExpiringCumulative Net Rentable Area ExpiringCumulative % of NRA ExpiringCumulative Base Rent ExpiringCumulative % of Base Rent Expiring
VacantNAP22,1197.2%NAP22,1197.2%NAPNAP
2021 & MTM000.0%$022,1197.2%$00.0%
2022000.0%022,1197.2%$00.0%
2023000.0%022,1197.2%$00.0%
2024000.0%022,1197.2%$00.0%
2025000.0%022,1197.2%$00.0%
2026261,32219.8%2,618,87283,44127.0%$2,618,87221.6%
2027134,18611.1%1,521,277117,62738.0%$4,140,14934.2%
2028000.0%0117,62738.0%$4,140,14934.2%
2029000.0%0117,62738.0%$4,140,14934.2%
203010116,79737.8%4,873,619234,42475.8%$9,013,76874.4%
203124,2161.4%151,776238,64077.2%$9,165,54475.6%
2032 and Thereafter270,53622.8%2,957,551309,176100.0%$12,123,095100.0%
Total17309,176100.0%$12,123,095    
(1)Based on the underwritten rent roll dated July 15, 2021.

(2)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule.

 

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

 

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Watermark Tempe

 

Underwritten Net Cash Flow
 2020TTM 11/30/2020Underwritten$ Per Square Foot%(1)
Base Rent(2)$4,989,659$6,998,258$12,293,161$39.7684.1%
Vacant Income00862,6412.795.9%
Gross Potential Rent$4,989,659$6,998,258$13,155,802$42.5590.0%
      
Total Reimbursements$32,346$56,497$1,008,148$3.266.9%
Total Other Income$323,780$550,180$1,448,940$4.699.9%
Vacancy & Credit Loss00(1,002,839)(3.24)(6.9%)
Effective Gross Income$5,345,785$7,604,935$14,610,051$47.25100.0%
      
Real Estate Taxes$0$0$599,456$1.944.1%
Insurance79,99095,999108,902$0.350.7%
Management Fee85,57188,771438,302$1.423.0%
Other Operating Expenses769,536981,2021,676,946$5.4211.5%
Total Operating Expenses$935,098$1,165,972$2,823,605$9.1319.3%
      
Net Operating Income(3)$4,410,687$6,438,963$11,786,446$38.1280.7%