FREE WRITING PROSPECTUS | |
FILED PURSUANT TO RULE 433 | |
REGISTRATION STATEMENT NO.: 333-172143-03 |
February 27, 2012 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $941,268,017 (Approximate Total Mortgage Pool Balance) $829,492,000 (Approximate Offered Certificates) | ||||
COMM 2012-LC4 | ||||
Deutsche Mortgage & Asset Receiving Corporation Depositor German American Capital Corporation Ladder Capital Finance LLC Guggenheim Life and Annuity Company Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Sole Bookrunner and Lead Manager | ||||
Ladder Capital Securities | Guggenheim Securities | |||
Morgan Stanley | RBS | |||
Co-Managers |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
COMM 2012-LC4 Mortgage Trust
Capitalized terms used but not defined herein have the meanings assigned to them in the other Free Writing Prospectus dated February 28, 2012, relating to the offered certificates (hereinafter referred to as the “Free Writing Prospectus”).
KEY FEATURES OF SECURITIZATION |
Key Features: | Pooled Collateral Facts(1): | ||||
Sole Bookrunner & Lead Manager: | Deutsche Bank Securities Inc. | Initial Outstanding Pool Balance: | $941,268,017 | ||
Co-Managers: | Ladder Capital Securities LLC | Number of Mortgage Loans: | 43 | ||
Guggenheim Securities, LLC | Number of Mortgaged Properties: | 67 | |||
Morgan Stanley & Co. LLC | Average Mortgage Loan Cut-off Date Balance: | $21,889,954 | |||
RBS Securities Inc. | Average Mortgaged Property Cut-off Date Balance: | $14,048,776 | |||
Mortgage Loan Sellers: | German American Capital Corporation* (“GACC”) | Weighted Avg Mortgage Loan U/W NCF DSCR: | 1.78x | ||
(44.4%), Ladder Capital Finance LLC (“LCF”) | Range of Mortgage Loan U/W NCF DSCR: | 1.22x – 4.12x | |||
(41.8%) and Guggenheim Life and Annuity | Weighted Avg Mortgage Loan Cut-off Date LTV: | 59.2% | |||
Company (“GLAC”) (13.8%) | Range of Mortgage Loan Cut-off Date LTV: | 24.2% - 74.8% | |||
*An indirect wholly owned subsidiary of Deutsche Bank AG. | Weighted Avg Mortgage Loan Maturity Date or ARD LTV: | 51.2% | |||
Master Servicer: | Wells Fargo Bank, National Association | Range of Mortgage Loan Maturity Date or ARD LTV: | 24.2% - 74.8% | ||
Operating Advisor: | Park Bridge Lender Services LLC | Weighted Avg U/W NOI Debt Yield: | 12.8% | ||
Special Servicer: | CWCapital Asset Management LLC | Range of U/W NOI Debt Yield: | 9.3% - 21.5% | ||
Trustee: | U.S. Bank National Association | Weighted Avg Mortgage Loan | |||
Certificate Administrator: | Deutsche Bank Trust Company Americas | Original Term to Maturity (months)(2): | 115 | ||
Rating Agencies: | Fitch, Inc. and Moody’s Investors Service, Inc. | Weighted Avg Mortgage Loan | |||
Determination Date: | The 6th day of each month, or if such 6th day is not a | Remaining Term to Maturity (months)(2): | 110 | ||
business day, the following business day, | Weighted Avg Mortgage Loan Seasoning (months): | 5 | |||
commencing in April 2012. | % Mortgage Loans with Amortization for Full Term(3): | 85.9% | |||
Distribution Date: | 4th business day following the Determination Date in | % Mortgage Loans with Partial Interest Only: | 3.6% | ||
each month, commencing April 2012 | % Mortgage Loans with Full Interest Only(4): | 10.6% | |||
Cut-off Date: | Due Dates in March 2012. Unless otherwise noted, | % Mortgage Loans with Upfront or Ongoing Tax Reserves: | 64.9% | ||
all Mortgage Loan statistics are based on balances | % Mortgage Loans with Upfront or | ||||
as of the Cut-off Date. | Ongoing Replacement Reserves(5): | 68.4% | |||
Settlement Date: | On or about March 20, 2012 | % Mortgage Loans with Upfront or Ongoing Insurance Reserves: | 45.4% | ||
Settlement Terms: | DTC, Euroclear and Clearstream, same day funds, | % Mortgage Loans with Upfront or Ongoing TI/LC Reserves(6): | 51.6% | ||
with accrued interest. | % Mortgage Loans with Upfront Engineering Reserves: | 42.0% | |||
ERISA Eligible: | All of the Offered Classes are expected to be ERISA eligible. | % Mortgage Loans with Upfront or Ongoing Other Reserves: | 38.8% | ||
SMMEA Eligible: Day Count: Tax Treatment: Rated Final Distribution Date: Minimum Denominations: Clean-up Call: | None of the Offered Classes will be SMMEA eligible. 30/360 REMIC December 2044 $10,000 and in each case in multiples of $1 thereafter. 1% | (1) | For purposes of calculating distributions on the Certificates, the Hartman Portfolio Mortgage Loan will be divided into a pooled senior trust component having a cut-off date balance of $56,514,846 and a non-pooled junior trust component having a cut-off date balance of $10,000,000. Although the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is an asset of the trust, unless otherwise indicated, for purposes of numerical and statistical information contained herein, the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is not reflected and the term “Mortgage Loan” in that context does not include the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan. The numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios and debt yields have been calculated based on the pooled senior trust component only and does not include the non-pooled junior trust component. See “Structure Overview—Hartman Portfolio Loan Components” below. | ||
(2) | For ARD loans, the original term to maturity and remaining term to maturity are through the Anticipated Repayment Date. | ||||
(3) | Includes 1 ARD loan representing 1.6% of the outstanding pool balance as of the Cut-off Date. | ||||
(4) | Interest only through the maturity date or, in the case of an ARD loan, through the Anticipated Repayment Date. | ||||
(5) | Includes FF&E Reserves. | ||||
(6) | Represents the percent of the allocated Initial Outstanding Pool Balance of office, retail, industrial and mixed use properties only. |
Distribution of Collateral by Property Type |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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COMM 2012-LC4 Mortgage Trust |
SUMMARY OF THE CERTIFICATES |
OFFERED CERTIFICATES
Class(1) | Ratings (Fitch/Moody’s) | Initial Certificate Balance(2) | Subordination Levels(3) | Weighted Avg Life (years)(4) | Principal Window (months)(4) | Certificate Principal to Value Ratio(5) | Underwritten NOI Debt Yield(6) | ||||||||||||||||||
Class A-1 | AAA(sf) / Aaa(sf) | $48,958,000 | 30.000 | %(8) | 2.29 | 1 - 52 | 41.4 | % | 18.3 | % | |||||||||||||||
Class A-2 | AAA(sf) / Aaa(sf) | $77,841,000 | 30.000 | %(8) | 4.64 | 52 - 60 | 41.4 | % | 18.3 | % | |||||||||||||||
Class A-3 | AAA(sf) / Aaa(sf) | $115,586,000 | 30.000 | %(8) | 6.86 | 60 - 112 | 41.4 | % | 18.3 | % | |||||||||||||||
Class A-4 | AAA(sf) / Aaa(sf) | $416,502,000 | 30.000 | %(8) | 9.60 | 112 - 118 | 41.4 | % | 18.3 | % | |||||||||||||||
Class A-M | AAA(sf) / Aaa(sf) | $92,950,000 | 20.125 | % | 9.82 | 118 - 119 | 47.3 | % | 16.0 | % | |||||||||||||||
Class B | AA(sf) / Aa2(sf) | $44,711,000 | 15.375 | % | 9.89 | 119 - 119 | 50.1 | % | 15.1 | % | |||||||||||||||
Class C | A(sf) / A2(sf) | $32,944,000 | 11.875 | % | 9.89 | 119 - 119 | 52.2 | % | 14.5 | % |
NON-OFFERED CERTIFICATES
Class(1) | Ratings (Fitch/Moody’s) | Initial Certificate or Notional Balance(2)(7) | Subordination Levels(3) | Weighted Avg Life (years)(4) | Principal Window (months)(4) | Certificate Principal to Value Ratio(5) | Underwritten NOI Debt Yield(6) | ||||||||||||||||||
Class X-A(9) | AAA(sf) / Aaa(sf) | $751,837,000 | N/A | 8.02 | N/A | N/A | N/A | ||||||||||||||||||
Class X-B(10) | NR / NR | $189,431,016 | N/A | 9.70 | N/A | N/A | N/A | ||||||||||||||||||
Class D | BBB-(sf) / Baa3(sf) | $52,946,000 | 6.250 | % | 9.96 | 119 - 120 | 55.5% | 13.7% | |||||||||||||||||
Class E | BB(sf) / Ba2(sf) | $15,296,000 | 4.625 | % | 9.97 | 120 - 120 | 56.5% | 13.4% | |||||||||||||||||
Class F | B(sf) / B2(sf) | $11,766,000 | 3.375 | % | 9.97 | 120 - 120 | 57.2% | 13.2% | |||||||||||||||||
Class G | NR / NR | $31,768,016 | 0.000 | % | 9.97 | 120 - 120 | 59.2% | 12.8% | |||||||||||||||||
Class HP(11)(12) | NR / NR | $10,000,000 | N/A | 6.26 | 1 - 79 | N/A | N/A |
(1) | The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates will equal one of the following rates: (i) a fixed rate, (ii) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), (iii) a rate equal to the lesser of the initial pass-through rate for that class and the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), or (iv) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only) less a specified rate. |
(2) | Subject to a permitted variance of plus or minus 5% (except for Class X Certificates). |
(3) | The credit support for each class of certificates does not include the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan. |
(4) | Based on the structuring assumptions, assuming 0% CPR for the classes with a certificate balance and 100% CPR after each mortgage loan’s applicable lockout, defeasance, yield maintenance or prepayment penalty period for the Class X-A and Class X-B certificates, as described in the Free Writing Prospectus. |
(5) | “Certificate Principal to Value Ratio” for any class with a Certificate Balance is calculated as the product of (a) the weighted average mortgage loan Cut-off Date LTV Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of the subject class of Certificates and all other classes, if any, that are senior to such class, and the denominator of which is the total initial Certificate Balance of all Certificates. The Certificate Principal to Value Ratios of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class. |
(6) | “Underwritten NOI Debt Yield” for any class with a Certificate Balance is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance, and the denominator of which is the total initial Certificate Balance of the subject class of Certificates and all other classes, if any, that are senior to such class. The Underwritten NOI Debt Yields of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class. |
(7) | The Class X-A and Class X-B Certificates (the “Class X Certificates”) will not have a Certificate Balance. The interest accrual amounts on the Class X-A Certificates will be calculated by reference to a notional amount equal to the sum of the total class principal balances of each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates. The interest accrual amounts on the Class X-B Certificates will be calculated by reference to a notional amount equal to the sum of the total class principal balances of each of the Class B, Class C, Class D, Class E, Class F and Class G Certificates. |
(8) | Represents the approximate subordination level for the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates in the aggregate. |
(9) | The pass-through rate applicable to the Class X-A Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus. |
(10) | The pass-through rate applicable to the Class X-B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class B, Class C, Class D, Class E, Class F and Class G Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus. |
(11) | The Class HP certificates will only receive distributions from, and will only incur losses with respect to, the non-pooled component of the Hartman Portfolio Mortgage Loan. |
(12) | For any distribution date, the pass-through rate applicable to the Class HP Certificates will be the net mortgage pass-through rate of the non-pooled component of the Hartman Portfolio Mortgage Loan. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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COMM 2012-LC4 Mortgage Trust |
SUMMARY OF THE CERTIFICATES |
Short-Term Certificate Principal Paydown Summary(1) |
Class | Mortgage Loan Seller | Mortgage Loan | Property Type | Cut-off Date Balance | Remaining Term to Maturity (Mos.) | U/W NCF DSCR | Cut-off Date LTV Ratio | U/W NOI Debt Yield | |||||||||||||||
A-2 | GACC | Healdsburg Hotel | Hospitality | $16,883,352 | 52 | 1.46 | x | 66.2 | % | 13.4 | % | ||||||||||||
A-2 | LCF | Fingerlakes Crossing Shopping Center | Retail | $10,440,050 | 54 | 1.27 | x | 62.5 | % | 10.3 | % | ||||||||||||
A-2 | GLAC | Marina Towers | Office | $7,507,794 | 54 | 1.31 | x | 68.3 | % | 10.7 | % | ||||||||||||
A-2 | LCF | Fox Hunt Apartments | Multifamily | $4,049,455 | 54 | 1.74 | x | 58.1 | % | 14.0 | % | ||||||||||||
A-2 | LCF | Rio Apartments | Multifamily | $18,479,935 | 59 | 1.45 | x | 65.4 | % | 11.5 | % | ||||||||||||
A-2 | LCF | Treetop Apartments | Multifamily | $15,982,647 | 59 | 1.45 | x | 65.4 | % | 11.5 | % | ||||||||||||
A-3 | GLAC | Staybridge Suites SeaWorld | Hospitality | $8,933,110 | 78 | 1.39 | x | 59.6 | % | 12.9 | % | ||||||||||||
A-3 | GACC | Hartman Portfolio | Various | $56,514,846 | 79 | 1.34 | x | 62.7 | % | 12.5 | % |
(1) | This table identifies loans with balloon payments due during the principal paydown window assuming 0% CPR and no losses for the indicated Certificates. See “Yield and Maturity Considerations – Yield Considerations” in the Free Writing Prospectus. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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COMM 2012-LC4 Mortgage Trust |
TRANSACTION HIGHLIGHTS |
§ | $941,268,016 (Approximate) New-Issue Multi-Borrower CMBS: |
– | Overview: The mortgage pool consists of 43 fixed-rate commercial, manufactured housing community and multifamily loans that have an aggregate Cut-off Date Balance of $941,268,017 (the “Initial Outstanding Pool Balance”), have an average Cut-off Date Balance of $21,889,954 per Mortgage Loan and are secured by 67 Mortgaged Properties located throughout 17 states and Puerto Rico. |
– | LTV: 59.2% weighted average Cut-off Date LTV and 51.2% weighted average Maturity Date or ARD LTV. |
– | DSCR: 1.91x weighted average Debt Service Coverage Ratio, based on Underwritten Net Operating Income. 1.78x weighted average Debt Service Coverage Ratio, based on Underwritten Net Cash Flow. |
– | Debt Yield: 12.8% weighted average debt yield, based on Underwritten Net Operating Income. 11.9% weighted average debt yield, based on Underwritten Net Cash Flow. |
– | Credit Support: 30.000% credit support to Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, which are rated AAA(sf) /Aaa(sf) by Fitch/Moody’s. |
§ | Loan Structural Features: |
– | Amortization: 89.4% of the Mortgage Loans by Initial Outstanding Pool Balance have scheduled amortization: |
§ | 85.9% of the Mortgage Loans by Initial Outstanding Pool Balance have amortization for the entire term with a balloon payment due at Maturity or ARD. |
§ | 3.6% of the Mortgage Loans by Initial Outstanding Pool Balance have scheduled amortization following a partial interest-only period with a balloon payment due at Maturity or ARD. |
– | Hard Lockboxes: 57.4% of the Mortgage Loans by Initial Outstanding Pool Balance have Hard Lockboxes in place. |
§ | Cash Traps: 80.3% of the Mortgage Loans by Initial Pool Balance have cash traps triggered by certain declines in net cash flow, all at levels greater than a 1.05x coverage, that fund an excess cash flow reserve. |
– | Reserves: The Mortgage Loans require amounts to be escrowed for reserves upfront or on an ongoing basis as follows: |
§ | Real Estate Taxes: 34 Mortgage Loans representing 64.9% of the Initial Outstanding Pool Balance. |
§ | Insurance Reserves: 28 Mortgage Loans representing 45.4% of the Initial Outstanding Pool Balance. |
§ | Replacement Reserves (Including FF&E Reserves): 35 Mortgage Loans representing 68.4% of Initial Outstanding Pool Balance. |
§ | Tenant Improvement / Leasing Commissions: 16 Mortgage Loans representing 51.6% of the allocated Initial Outstanding Pool Balance of office, retail, mixed use and industrial properties only. |
– | Defeasance: 80.8% of the Mortgage Loans by Initial Outstanding Pool Balance permit defeasance after a lockout period and prior to an open period. |
– | Yield Maintenance: 18.1% of the Mortgage Loans by Initial Outstanding Pool Balance permit prepayment only with a Yield Maintenance Charge, following the respective lockout period (which may be zero) and prior to an open period. |
– | Defeasance or Yield Maintenance: 1.2% of the Mortgage Loans by Initial Outstanding Pool Balance permit prepayment with either a Yield Maintenance Charge from the first payment date until the open period, or Defeasance following an initial period of 2 years from the Closing Date until the open period. |
§ | Multiple-Asset Types > 5.0% of the Total Pool: |
– | Retail: 52.8% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are retail properties (50.9% are anchored retail properties, including single tenant properties). |
– | Office: 15.2% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are office properties. |
– | Multifamily: 11.6% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are multifamily properties. |
– | Manufactured Housing Community: 7.8% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are manufactured housing community properties. |
– | Hospitality: 5.3% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are hospitality properties. |
§ | Geographic Diversity: The 67 Mortgaged Properties are located throughout 17 states and Puerto Rico, with only four states having greater than 10.0% of the allocated Initial Outstanding Pool Balance: California (13.3%), Massachusetts (11.8%), Texas (11.3%) and New York (11.2%). |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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COMM 2012-LC4 Mortgage Trust |
STRUCTURE OVERVIEW |
Principal Payments: | Payments in respect of principal of the Certificates will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero. Notwithstanding the foregoing, if the total Certificate Balance of the Class A-M through Class G Certificates has been reduced to zero as a result of loss allocation, payments in respect of principal of the Offered Certificates will be distributed, first, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, on a pro rata basis, based on the Certificate Balance of each such Class, and then (to the extent of any recoveries on realized losses) to the Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, in each case until the Certificate Balance of each such Class is reduced to zero (or previously allocated realized losses have been fully reimbursed). |
The Class X-A and Class X-B Certificates will not be entitled to receive distributions of principal; however, (i) the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to Certificates that are components of the notional amount of Class X-A Certificates (the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates); and (ii) the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to Certificates that are components of the notional amount of Class X-B Certificates (the Class B, Class C, Class D, Class E, Class F and Class G Certificates). |
Interest Payments: | On each Distribution Date, interest accrued for each Class of the Certificates at the applicable pass-through rate will be distributed in the following order of priority, to the extent of available funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A and Class X-B Certificates, on a pro rata basis, based on the accrued and unpaid interest on each such Class, and then, to the Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates in that order, in each case until the interest payable to each such Class is paid in full. The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D, Class E, Class F and Class G Certificates for each Distribution Date will equal one of the following rates: (i) a fixed rate, (ii) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), (iii) a rate equal to the lesser of the initial pass-through rate for that class and the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), or (iv) a rate equal to the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only) less a specified rate. The pass-through rate applicable to the Class X-A Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-M Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus. The pass-through rate applicable to the Class X-B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate (in the case of the Hartman Portfolio Mortgage Loan, taking into account the |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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interest rate and principal balance of the pooled senior trust component only), over (ii) the weighted average of the pass-through rates of the Class B, Class C, Class D, Class E, Class F and Class G Certificates (based on their Certificate Balances), as further described in the Free Writing Prospectus. |
Prepayment Interest Shortfalls: | Net prepayment interest shortfalls will be allocated pro rata generally based on interest entitlements, in reduction of the interest otherwise payable with respect to each of the interest-bearing certificate classes. |
Loss Allocation: | Losses on the Mortgage Loans (other than with respect to the non-pooled component of the Hartman Portfolio Mortgage Loan) will be allocated to each Class of Certificates in reverse alphabetical order starting with Class G through and including Class A-M, and then to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis. The notional amount of either of the Class X Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates that are components of the notional amount of such Class of Class X Certificates. |
Prepayment Premiums: | A percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amounts) collected will be allocated to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Certificates (the “YM P&I Certificates”) then entitled to principal distributions, which percentage will be equal to the product of (a) the percentage of the principal distribution amount that such Class receives on that Distribution Date, and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess of the pass-through rate of such Class of Certificates currently receiving principal over the relevant Discount Rate, and the denominator of which is the excess of the Mortgage Rate of the related Mortgage Loan over the relevant Discount Rate. |
Prepayment Premium Allocation Percentage for all YM P&I Certificates = | ||
(Pass-Through Rate – Discount Rate) | ||
(Mortgage Rate – Discount Rate) |
The remaining percentage of the prepayment premiums will be allocated to the Class X Certificates in the manner described in the Free Writing Prospectus. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the YM P&I Certificates then entitled to principal distributions relative to the Class X Certificates as Discount Rates decrease and a decrease in the percentage allocated to such Classes as Discount Rates increase. |
Control Rights: | Certain Classes of Certificates (the “Control Eligible Certificates”) will have certain control rights over servicing matters with respect to each Mortgage Loan. The majority owner or appointed representative of the Class of Control Eligible Certificates that is the Controlling Class (such owner or representative the “Directing Holder”), will be entitled to direct the Special Servicer to take, or refrain from taking certain actions with respect to a Mortgage Loan. Furthermore, the Directing Holder will also have the right to receive notice and consent to certain material actions that the Master Servicer and the Special Servicer proposes to take with respect to such Mortgage Loan. In the case of the Hartman Portfolio Mortgage Loan, the Directing Holder for the Mortgage Loan will initially be the majority owner or the appointed representative of the Class HP Certificates until a “Control Appraisal Event” has occurred and is continuing (i.e. the Certificate Balance of the Class HP Certificates, as reduced by payments of principal and any Appraisal Reduction Amounts and realized losses allocated to the Class HP Certificates, is less than 25% of the initial Certificate Balance of the Class HP Certificates, |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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as reduced by payments of principal). Following the occurrence and continuation of a Control Appraisal Event, the majority owner or appointed representative of the Controlling Class will be the Directing Holder for the Hartman Portfolio Mortgage Loan. |
Control Eligible Certificates: | Class E, Class F and Class G Certificates. |
Controlling Class: | The Controlling Class will be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance of such Class. |
The Controlling Class as of the Settlement Date will be the Class G Certificates. |
Appraised-Out Class: | Any Class of Control Eligible Certificates that has been determined, as result of Appraisal Reductions Amounts allocable to such Class, to no longer be the Controlling Class. |
Remedies Available to Holders of an Appraised-Out Class: | Holders of the majority of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class as a result of Appraisal Reduction Amounts allocated to such Class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal for any Mortgage Loan that results in the Class becoming an Appraised-Out Class. Upon receipt of the second appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the second appraisal, a recalculation of the Appraisal Reduction Amount is warranted. If warranted, the Special Servicer will recalculate the Appraisal Reduction Amount based on the second appraisal, and if required by such recalculation, the Special Servicer will reinstate the Appraised-Out Class as the Controlling Class. The Holders of an Appraised-Out Class requesting a second appraisal will refrain from exercising any rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class. |
Directing Holder: | CPUSI Co-Investment SS Securities, LLC, a Delaware limited liability company, will be the initial Directing Holder (for each Mortgage Loan other than the Hartman Portfolio Mortgage Loan) and will also own 100% of the Class E, Class F and Class G Certificates as of the Settlement Date. The Directing Holder with respect to the Hartman Portfolio Mortgage Loan will initially be the majority owner or the appointed representative of the Class HP Certificates. |
Control Termination Event: | Will occur when no Class of Control Eligible Certificates has a Certificate Balance (as notionally reduced or reduced by any Appraisal Reduction Amounts and Realized Losses) equal to or greater than 25% of the Certificate Balance as of the Settlement Date. |
Upon the occurrence and the continuance of a Control Termination Event, the Controlling Class will no longer have any Control Rights. The Directing Holder will relinquish its right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain material actions that the Master Servicer or Special Servicer proposes to take with respect to a Mortgage Loan. |
Upon the occurrence and continuation of a Control Termination Event, the Directing Holder (i.e. the majority owner or representative of the senior most Class of Control Eligible Certificates) will retain non-binding consultation rights with respect to certain material actions that the Special Servicer proposes to take with respect to a Mortgage Loan. Such consultation rights will continue until the occurrence of a Consultation Termination Event. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Consultation Termination Event: | Will occur when, without giving regard to the application of any Appraisal Reduction Amounts (i.e., giving effect to principal reduction through Realized Losses only), there is no Class of Control Eligible Certificates that satisfies the requirement of a Controlling Class. |
Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class and the Directing Holder will have no rights under the Pooling and Servicing Agreement other than those rights that all Certificateholders have. |
Appointment and Replacement of Special Servicer: | The Directing Holder will appoint the initial Special Servicer as of the Settlement Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced at any time by the Directing Holder. |
Upon the occurrence and during the continuance of a Control Termination Event, the Directing Holder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below. |
Replacement of Special Servicer by Vote of Certificateholders: | Upon (i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of all Classes of pooled principal balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Special Servicer with a replacement Special Servicer, (ii) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders of such request and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction (within 180 days) of Holders of (1) at least 75% of the aggregate of all Voting Rights of the pooled principal balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) or (2) at least 50% of the Voting Rights of each Class of pooled principal balance Certificates that have not been “appraised out” (i.e. reduced to less than 25% of its initial Certificate Balance as a result of the application of Appraisal Reduction Amounts or realized losses), the Trustee will immediately replace the Special Servicer with the replacement Special Servicer. In addition, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer. The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by a majority of all Classes of pooled Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) within 180 days from the time of recommendation and is subject to the receipt written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the Certificates. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Cap / Limitation on Workout and Liquidation Fees: | The workout fees and liquidation fees payable to a Special Servicer will be an amount equal to the lesser of: (1) 1.0% of each collection of interest and principal following a workout or liquidation proceeds and (2) $1,000,000 per workout or liquidation. All Modification Fees actually paid to the Special Servicer in connection with a workout or liquidation or in connection with any prior workout or partial liquidation that occurred within the prior 18 months will be deducted from the total workout and/or liquidation fees payable (other than Modification Fees earned while the Mortgage Loan was not in special servicing). In addition, the total amount workout and liquidation fees actually payable by the Trust will be capped in the aggregate at $1,000,000 for each Mortgage Loan. If a new special servicer begins servicing the Mortgage Loan, all amounts paid to the prior special servicer will be disregarded for purposes of calculating the cap. |
Prohibition on Special Servicer Compensation and Disclosure: | The Special Servicer will not be entitled to any workout fees or liquidation fees from the trust with respect to a Mortgage Loan that (1) became a specially serviced loan solely due to a balloon payment default at maturity and (2) is paid off within 9 months of the maturity as a result of a refinancing obtained by the borrower. The Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including the trust fund, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Loan Combination and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than as expressly permitted in the Pooling and Servicing Agreement. The Special Servicer will also be required to disclose in the Certificateholders’ monthly distribution date statement any compensation or other remuneration the Special Servicer or its affiliates have received from any person. |
Operating Advisor: | With respect to the mortgage loans and prior to the occurrence of a Control Termination Event, the Operating Advisor will have access to any final asset status report and all information available with respect to the transaction on the Certificate Administrator’s website but will not have any approval or consultation rights. After a Control Termination Event, the Operating Advisor will have consultation rights with respect to certain major decisions and will have additional monitoring responsibilities on behalf of the entire trust. After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult with the Special Servicer with respect to all major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender. The Operating Advisor will be subject to termination if holders of at least 15% of the Voting Rights of the pooled Certificates (in connection with termination and replacement relating to the Mortgage Loans), vote to terminate and replace the Operating Advisor and such vote is approved by holders of more than 50% of the applicable Voting Rights that exercise their right to vote, provided that holders of at least 50% of the applicable Voting Rights have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Liquidated Loan Waterfall: | On liquidation of any Mortgage Loan, all net liquidation proceeds will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts. After the adjusted interest amount is so allocated, any remaining net liquidation proceeds will be allocated to pay principal on the Mortgage Loan until the unpaid principal amount of the Mortgage Loan has been reduced to zero. Any remaining liquidation proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts. |
Hartman Portfolio Loan Components: | The Hartman Portfolio Mortgage Loan will be divided into a pooled senior trust component having a cut-off date balance of $56,514,846 and a non-pooled junior trust component having an aggregate cut-off date balance of $10,000,000. The pooled senior trust component of the Hartman Portfolio Mortgage Loan will be pooled together with the other Mortgage Loans and interest and principal received in respect of the pooled senior trust component of the Hartman Portfolio Mortgage Loan will be available to make distributions in respect of each Class of Certificates other than the Class HP Certificates. Payments of interest and principal received in respect of the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan will be available to make distributions in respect of the Class HP Certificates. Prior to certain events of default under the Hartman Portfolio Mortgage Loan, the non-pooled junior trust component will generally receive distributions of interest and principal on a pro rata basis with the pooled senior trust component. Subsequent to certain events of default under the Hartman Portfolio Mortgage Loan, the non-pooled junior trust component will be subordinated in right of payment to the pooled senior trust component. As further described in the Free Writing Prospectus, losses with respect to the Hartman Portfolio Mortgage Loan will be allocated first, to the non-pooled junior trust component and then, to the pooled senior trust component. Losses with respect to the other Mortgage Loans will not be allocated to the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan. Although the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is an asset of the trust, unless otherwise indicated, for purposes of numerical and statistical information contained herein, the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan is not reflected and the term “Mortgage Loan” in that context does not include the non-pooled junior trust component of the Hartman Portfolio Mortgage Loan. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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OVERVIEW OF MORTGAGE POOL CHARACTERISTICS(1) |
Distribution of Cut-off Date Balances |
Weighted Averages | |||||||||||||
Range of Cut-off Date Balances | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | |||||
$4,049,455 | $9,999,999 | 14 | $104,473,503 | 11.1% | 5.997% | 108 | 1.52x | 65.3% | 54.9% | ||||
$10,000,000 | - | $24,999,999 | 19 | $282,766,244 | 30.0% | 5.798% | 103 | 1.66x | 60.9% | 53.3% | |||
$25,000,000 | - | $39,999,999 | 2 | $61,395,902 | 6.5% | 5.799% | 119 | 1.67x | 70.0% | 60.7% | |||
$40,000,000 | - | $54,999,999 | 4 | $203,587,965 | 21.6% | 6.037% | 116 | 1.39x | 64.6% | 55.0% | |||
$55,000,000 | - | $69,999,999 | 2 | $114,264,846 | 12.1% | 6.171% | 100 | 1.47x | 65.2% | 56.8% | |||
$70,000,000 | - | $99,779,556 | 2 | $174,779,556 | 18.6% | 5.219% | 116 | 2.82x | 38.7% | 34.1% | |||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
Distribution of Mortgage Rates |
Weighted Averages | |||||||||||||
Range of Mortgage Rates | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | |||||
4.880% | 5.749% | 13 | $325,430,463 | 34.6% | 5.255% | 116 | 2.35x | 49.4% | 43.4% | ||||
5.750% | - | 6.249% | 20 | $417,881,957 | 44.4% | 5.951% | 115 | 1.53x | 63.8% | 53.9% | |||
6.250% | - | 6.750% | 10 | $197,955,596 | 21.0% | 6.423% | 89 | 1.37x | 65.5% | 58.3% | |||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
Property Type Distribution(3) |
Weighted Averages | ||||||||||||||||||||||||||||||||||||||||||
Property Type | Number of Mortgaged Properties | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Number of Units, Rooms, Pads or NRA | Cut-off Date Balance per Units, Rooms, Pads or NRA | Mortgage Rate | Stated Remaining Term (Mos.)(2) | Occupancy | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | |||||||||||||||||||||||||||||||
Retail | 21 | $496,595,028 | 52.8 | % | 4,435,987 | 167 | 5.587 | % | 115 | 92.6 | % | 2.02 | x | 55.0 | % | 47.4 | % | |||||||||||||||||||||||||
Anchored(4) | 18 | $479,495,688 | 50.9 | % | 4,154,091 | 168 | 5.567 | % | 115 | 92.9 | % | 2.05 | x | 54.6 | % | 47.1 | % | |||||||||||||||||||||||||
Unanchored | 3 | $17,099,340 | 1.8 | % | 281,896 | 143 | 6.152 | % | 96 | 85.1 | % | 1.41 | x | 65.5 | % | 57.2 | % | |||||||||||||||||||||||||
Office | 16 | $143,008,710 | 15.2 | % | 2,212,244 | 98 | 6.094 | % | 103 | 88.7 | % | 1.56 | x | 59.9 | % | 52.1 | % | |||||||||||||||||||||||||
Suburban | 13 | $65,312,416 | 6.9 | % | 1,531,063 | 58 | 6.315 | % | 84 | 77.6 | % | 1.34 | x | 64.9 | % | 58.0 | % | |||||||||||||||||||||||||
Data Center | 1 | $54,888,798 | 5.8 | % | 350,267 | 157 | 5.930 | % | 118 | 100.0 | % | 1.62 | x | 57.8 | % | 49.0 | % | |||||||||||||||||||||||||
CBD | 2 | $22,807,496 | 2.4 | % | 330,914 | 70 | 5.855 | % | 118 | 93.1 | % | 2.02 | x | 50.4 | % | 42.6 | % | |||||||||||||||||||||||||
Multifamily | 11 | $109,074,771 | 11.6 | % | 3,191 | 42,415 | 6.168 | % | 96 | 94.9 | % | 1.40 | x | 65.9 | % | 57.9 | % | |||||||||||||||||||||||||
Manufactured Housing Community | 8 | $73,170,195 | 7.8 | % | 2,456 | 30,764 | 6.098 | % | 116 | 91.1 | % | 1.44 | x | 64.4 | % | 54.5 | % | |||||||||||||||||||||||||
Hospitality | 5 | $49,419,862 | 5.3 | % | 426 | 164,977 | 6.294 | % | 88 | 74.6 | % | 1.61 | x | 62.1 | % | 53.2 | % | |||||||||||||||||||||||||
Mixed Use | 2 | $34,700,000 | 3.7 | % | 243,969 | 147 | 5.511 | % | 120 | 94.0 | % | 1.45 | x | 74.1 | % | 64.9 | % | |||||||||||||||||||||||||
Industrial | 3 | $21,747,925 | 2.3 | % | 680,732 | 32 | 6.041 | % | 116 | 97.0 | % | 1.39 | x | 65.4 | % | 51.4 | % | |||||||||||||||||||||||||
Other | 1 | $13,551,525 | 1.4 | % | 46 | NAP | 5.150 | % | 113 | 100.0 | % | 1.98 | x | 65.2 | % | 65.2 | % | |||||||||||||||||||||||||
Total/Weighted Average | 67 | $941,268,017 | 100.0 | % | 5.810 | % | 110 | 91.5 | % | 1.78 | x | 59.2 | % | 51.2 | % |
Geographic Distribution(3) |
Weighted Averages | |||||||||||||||||||||||||||||||
State/Location | Number of Mortgaged Properties | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | |||||||||||||||||||||||
California | 6 | $125,262,187 | 13.3 | % | 5.660 | % | 108 | 1.69 | x | 58.2 | % | 49.9 | % | ||||||||||||||||||
Southern(5) | 5 | $108,378,835 | 11.5 | % | 5.553 | % | 117 | 1.72 | x | 56.9 | % | 47.9 | % | ||||||||||||||||||
Northern(5) | 1 | $16,883,352 | 1.8 | % | 6.350 | % | 52 | 1.46 | x | 66.2 | % | 62.7 | % | ||||||||||||||||||
Massachusetts | 2 | $110,779,556 | 11.8 | % | 5.476 | % | 118 | 1.82 | x | 52.1 | % | 44.8 | % | ||||||||||||||||||
Texas | 17 | $106,226,989 | 11.3 | % | 6.327 | % | 94 | 1.39 | x | 63.5 | % | 55.0 | % | ||||||||||||||||||
New York | 4 | $105,145,654 | 11.2 | % | 5.213 | % | 109 | 3.33 | x | 34.8 | % | 32.4 | % | ||||||||||||||||||
Pennsylvania | 3 | $74,947,427 | 8.0 | % | 5.682 | % | 118 | 1.73 | x | 69.2 | % | 61.5 | % | ||||||||||||||||||
North Carolina | 2 | $65,783,085 | 7.0 | % | 5.825 | % | 113 | 1.57 | x | 63.5 | % | 54.0 | % | ||||||||||||||||||
Puerto Rico | 4 | $57,750,000 | 6.1 | % | 5.850 | % | 120 | 1.59 | x | 67.6 | % | 57.1 | % | ||||||||||||||||||
Other | 29 | $295,373,119 | 31.4 | % | 6.046 | % | 108 | 1.48 | x | 64.3 | % | 55.1 | % | ||||||||||||||||||
Total/Weighted Average | 67 | $941,268,017 | 100.0 | % | 5.810 | % | 110 | 1.78 | x | 59.2 | % | 51.2 | % |
(1) | For the Hartman Portfolio Mortgage Loan, the numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios, debt yields and Cut-off Date Balances per Unit includes the pooled senior trust component, but does not include the non-pooled junior trust component. |
(2) | In the case of 1 Mortgage Loan with an Anticipated Repayment Date, Stated Remaining Term (Mos.) is through the related Anticipated Repayment Date. |
(3) | Reflects allocated loan amount for properties securing multi-property Mortgage Loans. |
(4) | Includes single tenant properties. |
(5) | Northern California properties have a zip code greater than 93600. Southern California properties have a zip code less than or equal to 93600. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
13
COMM 2012-LC4 Mortgage Trust |
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS(1) |
Distribution of Cut-off Date LTV Ratios |
Weighted Averages | ||||||||||||||
Range of Cut-off Date LTV Ratios | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | ||||||
24.2% | - | 49.9% | 5 | $221,541,167 | 23.5% | 5.281% | 117 | 2.72x | 39.3% | 34.3% | ||||
50.0% | - | 54.9% | 2 | $30,500,656 | 3.2% | 5.258% | 113 | 1.86x | 53.7% | 43.9% | ||||
55.0% | - | 59.9% | 5 | $87,879,610 | 9.3% | 5.895% | 111 | 1.61x | 58.0% | 49.1% | ||||
60.0% | - | 64.9% | 7 | $135,097,267 | 14.4% | 6.124% | 96 | 1.52x | 63.1% | 55.3% | ||||
65.0% | - | 69.9% | 18 | $384,099,098 | 40.8% | 6.027% | 108 | 1.43x | 67.0% | 57.7% | ||||
70.0% | - | 74.8% | 6 | $82,150,218 | 8.7% | 5.817% | 118 | 1.43x | 73.1% | 64.6% | ||||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
Distribution of LTV Ratios at Maturity or ARD |
Weighted Averages | ||||||||||||||
Range of LTV Ratios at Maturity or ARD | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | ||||||
24.2% | - | 44.9% | 7 | $252,041,823 | 26.8% | 5.278% | 116 | 2.62x | 41.1% | 35.4% | ||||
45.0% | - | 49.9% | 3 | $74,897,044 | 8.0% | 5.811% | 118 | 1.63x | 57.9% | 48.4% | ||||
50.0% | - | 54.9% | 9 | $87,656,239 | 9.3% | 5.909% | 110 | 1.53x | 63.7% | 52.4% | ||||
55.0% | - | 59.9% | 13 | $372,117,439 | 39.5% | 6.074% | 110 | 1.42x | 66.3% | 56.9% | ||||
60.0% | - | 64.9% | 8 | $96,503,946 | 10.3% | 6.323% | 80 | 1.40x | 68.2% | 61.9% | ||||
65.0% | - | 74.8% | 3 | $58,051,525 | 6.2% | 5.418% | 118 | 1.61x | 72.3% | 67.0% | ||||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
Distribution of Underwritten NCF Debt Service Coverage Ratios |
Weighted Averages | ||||||||||||||
Range of Underwritten NCF Debt Service Coverage Ratios | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | ||||||
1.22x | - | 1.29x | 3 | $61,970,602 | 6.6% | 6.276% | 108 | 1.24x | 66.2% | 57.6% | ||||
1.30x | - | 1.34x | 6 | $148,156,200 | 15.7% | 6.251% | 99 | 1.33x | 65.2% | 57.1% | ||||
1.35x | - | 1.39x | 5 | $111,701,476 | 11.9% | 5.956% | 112 | 1.36x | 67.3% | 56.2% | ||||
1.40x | - | 1.49x | 9 | $132,587,980 | 14.1% | 6.072% | 95 | 1.44x | 68.5% | 60.9% | ||||
1.50x | - | 1.59x | 4 | $82,674,611 | 8.8% | 5.833% | 120 | 1.56x | 67.1% | 56.2% | ||||
1.60x | - | 1.69x | 4 | $87,936,731 | 9.3% | 5.708% | 118 | 1.63x | 61.3% | 53.1% | ||||
1.70x | - | 1.79x | 3 | $30,526,333 | 3.2% | 5.488% | 108 | 1.77x | 53.5% | 45.6% | ||||
1.80x | - | 1.99x | 6 | $179,406,704 | 19.1% | 5.558% | 117 | 1.88x | 54.6% | 46.3% | ||||
2.00x | - | 4.12x | 3 | $106,307,379 | 11.3% | 5.025% | 115 | 3.68x | 28.1% | 26.3% | ||||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
Distribution of Original Terms to Maturity or ARD |
Weighted Averages | ||||||||||||||
Range of Original Terms to Maturity or ARD | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | ||||||
60 | - | 119 | 8 | $132,730,466 | 14.1% | 6.152% | 79 | 1.40x | 66.3% | 59.9% | ||||
120 | - | 120 | 35 | $808,537,551 | 85.9% | 5.754% | 115 | 1.84x | 58.0% | 49.8% | ||||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
Distribution of Remaining Terms to Maturity or ARD |
Weighted Averages | ||||||||||||||
Range of Remaining Terms to Maturity or ARD | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Initial Outstanding Pool Balance | Mortgage Rate | Stated Remaining Term (Mos.)(2) | U/W NCF DSCR | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | ||||||
52 | - | 64 | 6 | $73,343,234 | 7.8% | 6.301% | 56 | 1.43x | 65.1% | 61.3% | ||||
65 | - | 101 | 2 | $65,447,957 | 7.0% | 6.534% | 79 | 1.35x | 62.3% | 55.9% | ||||
102 | - | 120 | 35 | $802,476,826 | 85.3% | 5.706% | 117 | 1.84x | 58.4% | 49.9% | ||||
Total/Weighted Average | 43 | $941,268,017 | 100.0% | 5.810% | 110 | 1.78x | 59.2% | 51.2% |
(1) | For the Hartman Portfolio Mortgage Loan, the numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios, debt yields and Cut-off Date Balances per Unit includes the pooled senior trust component, but does not include the non-pooled junior trust component. |
(2) | In the case of 1 Mortgage Loan with an Anticipated Repayment Date, Stated Remaining Term (Mos.) is through the related Anticipated Repayment Date. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
14
COMM 2012-LC4 Mortgage Trust |
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS(1) |
Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans |
Mortgage Loans | Mortgage Loan Seller | City, State | Property Type | Cut-off Date Balance | % of Initial Outstanding Pool Balance | Cut-off Date Balance/SF/ Unit/Room | Cut-off Date LTV Ratio | U/W NCF DSCR | U/W NOI Debt Yield | |
Square One Mall | GACC | Saugus, MA | Retail | $99,779,556 | 10.6% | $184 | 49.6% | 1.84x | 13.2% | |
Union Square Retail | LCF | New York, NY | Retail | $75,000,000 | 8.0% | $318 | 24.2% | 4.12x | 21.5% | |
Puerto Rico Retail Portfolio | LCF | Various, PR | Retail | $57,750,000 | 6.1% | $104 | 67.6% | 1.59x | 12.0% | |
Hartman Portfolio | GACC | Various, TX | Various | $56,514,846 | 6.0% | $34 | 62.7% | 1.34x | 12.5% | |
180 Peachtree Street | GACC | Atlanta, GA | Office | $54,888,798 | 5.8% | $157 | 57.8% | 1.62x | 12.4% | |
Hampshire Multifamily Portfolio | GACC | Indianapolis, IN | Multifamily | $54,793,389 | 5.8% | $26,055 | 65.9% | 1.32x | 10.9% | |
Alamance Crossing | GLAC | Burlington, NC | Retail | $50,454,122 | 5.4% | $110 | 69.4% | 1.35x | 10.2% | |
Brea Plaza Shopping Center | LCF | Brea, CA | Retail | $43,451,656 | 4.6% | $263 | 65.8% | 1.22x | 9.6% | |
Rio Apartments(2) | LCF | Miami, FL | Multifamily | $18,479,935 | 2.0% | $62,857 | 65.4% | 1.45x | 11.5% | |
Treetop Apartments(2) | LCF | Miami, FL | Multifamily | $15,982,647 | 1.7% | $60,771 | 65.4% | 1.45x | 11.5% | |
Piatt Place | GLAC | Pittsburgh, PA | Mixed Use | $33,500,000 | 3.6% | $151 | 74.3% | 1.45x | 10.2% | |
Total/Weighted Average: | $560,594,950 | 59.6% | 57.3% | 1.86x | 13.0% |
Split Loan Summary |
Mortgage Loans | A-Note or Pooled Component Cut-off Date Balance | B-Note or Non- Pooled Component Cut-off Date Balance | Total Mortgage Debt Cut-off Date Balance | Pooled Trust U/W NCF DSCR | Total Mortgage U/W NCF DSCR | Pooled Trust Cut-off Date LTV Ratio | Total Mortgage Debt Cut-off Date LTV Ratio | Pooled Trust U/W NOI Debt Yield | Total Mortgage Debt U/W NOI Debt Yield |
Hartman Portfolio(1) | $56,514,846 | $10,000,000 | $66,514,846 | 1.34x | 1.14x | 62.7% | 73.7% | 12.5% | 10.6% |
Existing Mezzanine Debt Summary |
Mortgage Loans | Cut-off Date Balance | Mezzanine Cut-off Date Balance | Total Debt Cut-off Date Balance | Trust U/W NCF DSCR | Total Debt U/W NCF DSCR | Trust Cut-off Date LTV Ratio | Total Debt Cut-off Date LTV Ratio | Trust U/W NOI Debt Yield | Total Debt U/W NOI Debt Yield |
Puerto Rico Retail Portfolio | $57,750,000 | $15,000,000 | $72,750,000 | 1.59x | 1.13x | 67.6% | 85.2% | 12.0% | 9.5% |
BB&T Headquarters Building | $15,328,964 | $8,933,996 | $24,262,960 | 2.29x | 1.25x | 44.0% | 69.7% | 17.2% | 10.9% |
Previous Securitization History(3) |
Mortgage Loans | Mortgage Loan Seller | City, State | Property Type | Cut-off Date Balance | % of Initial Outstanding Pool Balance | Previous Securitization | |
Square One Mall | GACC | Saugus, MA | Retail | $99,779,556 | 10.6% | LBUBS 2002-C2 | |
Puerto Rico Retail Portfolio | LCF | Various, PR | Retail | $57,750,000 | 6.1% | GECMC 2001-1(4) | |
Rio Apartments | LCF | Miami, FL | Multifamily | $18,479,935 | 2.0% | BACM 2000-2 | |
Evergreen Portfolio | LCF | Various, Various | Manufactured Housing Community | $16,964,976 | 1.8% | LBUBS 2004-C8 | |
Holiday Village | LCF | Mesa, AZ | Manufactured Housing Community | $15,454,232 | 1.6% | WBCMT 2002-C1 | |
BB&T Headquarters Building | LCF | Winston-Salem, NC | Office | $15,328,964 | 1.6% | WBCMT 2003-C7 | |
Rancho Penasquitos Towne Center II | GACC | San Diego, CA | Retail | $11,022,646 | 1.2% | BAFU 2001-3 | |
Southwood Manor MHC | LCF | Anchorage, AK | Manufactured Housing Community | $11,000,933 | 1.2% | JPMCC 2004-C3 | |
Penland Park MHC | LCF | Anchorage, AK | Manufactured Housing Community | $10,951,155 | 1.2% | JPMCC 2004-C3 | |
Eagle Crest MHC | LCF | Hamburg, NY | Manufactured Housing Community | $10,720,004 | 1.1% | FUNBC 2002-C1 | |
Hickory Glen Apartments | LCF | Springfield, IL | Multifamily | $8,989,011 | 1.0% | LBUBS 2007-C2 | |
Boulevard Estates MHC | LCF | Clearwater, FL | Manufactured Housing Community | $8,078,896 | 0.9% | LBUBS 2006-C7 | |
Spalding Building | LCF | Portland, OR | Office | $7,478,533 | 0.8% | BACM 2001-1 | |
Addison Place North | GACC | Delray Beach, FL | Retail | $6,950,000 | 0.7% | LBUBS 2002-C2 | |
Wood Forest Apartments | GLAC | Nacogdoches, TX | Multifamily | $6,780,333 | 0.7% | CSFB 2005-C2 | |
Fox Hunt Apartments | LCF | Dayton, OH | Multifamily | $4,049,455 | 0.4% | PSSF 2000-C1 | |
Total | $309,778,629 | 32.9% |
(1) | For the Hartman Portfolio Mortgage Loan, the numerical and statistical information related to the loan-to-value ratios, debt service coverage ratios, debt yields and Cut-off Date Balances per Unit includes the pooled senior trust component, but does not include the non-pooled junior trust component unless otherwise specified. |
(2) | The Rio Apartments Mortgage Loan and the Treetop Apartments Mortgage Loan are cross-collateralized and cross-defaulted with each other and included in this table as a crossed group. |
(3) | Includes Mortgaged Properties securing Mortgage Loans for which the most recent prior financing of all or a significant portion of such property was included in a securitization. |
(4) | For the Puerto Rico Retail Portfolio Mortgage Loan, only the Juncos Plaza Mortgaged Property was securitized in GECMC 2001-1. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
15
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
16
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
Mortgage Loan Information | Property Information | |||||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | |||||||
Loan Purpose: | Refinance | Property Type: | Regional Mall | |||||||
Sponsor: | Mayflower Realty LLC | Collateral: | Fee Simple | |||||||
Borrower: | Mayflower Square One, LLC | Location: | Saugus, MA | |||||||
Original Balance: | $100,000,000 | Year Built / Renovated: | 1959 / 1994, 2001 | |||||||
Cut-off Date Balance: | $99,779,556 | Total Sq. Ft.: | 928,667 | |||||||
% by Initial UPB: | 10.60% | Total Collateral Sq. Ft.(3): | 541,128 | |||||||
Interest Rate: | 5.47% | Property Management: | Simon Management Associates, LLC | |||||||
Payment Date: | 6th of each month | Underwritten NOI: | $13,141,569 | |||||||
First Payment Date: | 6-Feb-12 | Underwritten NCF: | $12,519,255 | |||||||
Maturity Date: | 6-Jan-22 | Appraised Value: | $201,000,000 | |||||||
Amortization: | 360 months | Appraisal Date: | November 11, 2011 | |||||||
Additional Debt: | None | |||||||||
Call Protection: | L(26), D(90), O(4) | Historical NOI | ||||||||
Lockbox / Cash Management: | Hard / In Place | TTM NOI: | $14,209,439 (T-12 October 31, 2011) | |||||||
2010 NOI: | $14,172,910 (December 31, 2010) | |||||||||
Reserves(1) | 2009 NOI: | $15,021,283 (December 31, 2009) | ||||||||
Initial | Monthly | 2008 NOI: | $15,215,979 (December 31, 2008) | |||||||
Taxes: | $0 | Springing | 2007 NOI: | NAV | ||||||
Insurance: | $0 | Springing | 2006 NOI: | NAV | ||||||
Replacement: | $0 | Springing | ||||||||
TI/LC: | $0 | Springing | Historical Occupancy(4) | |||||||
Current Occupancy: | 90.0% (December 1, 2011) | |||||||||
Financial Information | 2010 Occupancy: | 93.6% (December 31, 2010) | ||||||||
Cut-off Date Balance / Sq. Ft.(2): | $184 | 2009 Occupancy: | 97.2% (December 31, 2009) | |||||||
Balloon Balance / Sq. Ft.(2): | $154 | 2008 Occupancy: | 93.5% (December 31, 2008) | |||||||
Cut-off Date LTV: | 49.60% | 2007 Occupancy: | NAV | |||||||
Balloon LTV: | 41.50% | 2006 Occupancy: | NAV | |||||||
Underwritten NOI DSCR: | 1.93x | |||||||||
Underwritten NCF DSCR: | 1.84x | Historical Annual Rent PSF(5) | ||||||||
Underwritten NOI Debt Yield: | 13.20% | Current Rent PSF: | $27.66 (December 1, 2011) | |||||||
Underwritten NCF Debt Yield: | 12.50% | 2010 Rent PSF: | $27.82 (December 31, 2010) | |||||||
2009 Rent PSF: | $25.88 (December 31, 2009) | |||||||||
2008 Rent PSF: | $28.86 (December 31, 2008) | |||||||||
(1) See Initial Reserves” and “Ongoing Reserves” herein. | ||||||||||
(2) Based on the Total Collateral Sq. Ft. of 541,128. | ||||||||||
(3) Excludes Sears (210,427 sq. ft.) and Macy’s (177,112 sq. ft.), which are not part of the collateral. | ||||||||||
(4) Current Occupancy does not include non-collateral anchor space. Historical occupancy percentages include the non-collateral anchor space. Including the non-collateral anchor space, Current Occupancy would be 94.2%. | ||||||||||
(5) Historical Rent PSF shown in the table above is based on historical operating statements and occupancy rates provided by the borrower, and do not include non-collateral anchor space or 32,022 sq. ft. of temporary tenant space. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
17
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
Anchor and Major Tenant Summary | |||||||||||
Anchor Tenants | Ratings (Fitch/Moody’s/S&P)(1) | Total Sq. Ft. | % of Total Sq. Ft. | Lease Expiration | Total Sales (000s)(2) | Sales PSF(2) | Occupancy Cost (% of Sales)(2) | ||||
Dick’s Clothing & Sporting Goods(3) | NR/NR/NR | 68,500 | 12.7% | 1/31/2023 | $10,279 | $150 | 15.0% | ||||
Best Buy (3)(4) | BBB-/Baa2/BBB- | 60,000 | 11.1% | 2/28/2013 | NAP | NAP | NAP | ||||
T.J. Maxx & More(3) | NR/A3/A | 58,075 | 10.7% | 1/31/2014 | $11,824 | $204 | 12.3% | ||||
Subtotal | 186,575 | 34.5% | $22,103 | $175 | 13.5% | ||||||
Non-Collateral Anchors | |||||||||||
Sears | NR/NR/CCC+ | 210,427 | NAP | NAP | NAP | NAP | NAP | ||||
Macy’s | NR/Baa3/BBB- | 177,112 | NAP | NAP | NAP | NAP | NAP | ||||
Subtotal | 387,539 | ||||||||||
Major In-Line Tenants | |||||||||||
Old Navy | BBB-/Baa3/BB+ | 18,800 | 3.5% | 5/31/2021 | $3,925 | $209 | 11.5% | ||||
Gap(5) | BBB-/Baa3/BB+ | 11,977 | 2.2% | MTM | $1,678 | $140 | 22.8% | ||||
Express | BB+/Ba2/BB+ | 8,529 | 1.6% | 1/31/2021 | $3,406 | $399 | 13.7% | ||||
American Eagle Outfitters | NR/NR/NR | 8,359 | 1.5% | 1/31/2021 | $1,940 | $232 | 27.1% | ||||
New York & Company | NR/NR/NR | 7,432 | 1.4% | 1/31/2016 | $2,005 | $270 | 23.7% | ||||
Subtotal | 55,097 | 10.2% | $12,954 | $235 | 17.7% | ||||||
Remaining Tenants | |||||||||||
Other In-line | 203,514 | 37.6% | $62,023 | $328 | 18.7% | ||||||
Temporary | 32,022 | 5.9% | NAP | NAP | NAP | ||||||
Food Court | 8,405 | 1.6% | $5,236 | $699 | 23.4% | ||||||
Kiosk | 1,294 | 0.2% | $1,939 | $1,498 | 33.4% | ||||||
Subtotal | 245,235 | 45.3% | |||||||||
Total Occupied Collateral | 486,907 | 90.0% | |||||||||
Vacant | 54,221 | 10.0% | |||||||||
Total(6) | 541,128 | 100.0% | |||||||||
(1) | Certain ratings may be those of the parent company whether or not the parent company guarantees the lease. |
(2) | Total Sales (000s), Sales PSF and Occupancy Cost provided by the borrower as of December 31, 2011 and only include tenants reporting sales. |
(3) | The Rent PSF for Dick’s Clothing & Sporting Goods is $19.75 PSF, for Best Buy is $8.90 PSF, and for T.J. Maxx & More is $18.90 PSF. |
(4) | Blast Fitness subleases 21,668 sq. ft. of the Best Buy space. |
(5) | Gap’s current lease expired at the end of January 2012. A one-year lease extension is out for signature. Gap is open and currently paying rent. |
(6) | Does not include non-collateral anchor tenants. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
18
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
Lease Rollover Schedule(1) | ||||||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft.(3) | % U/W Base Rent Rolling(3) | Cumulative % of U/W Base Rent | ||||
Temp Tenants(2) | 13 | 32,022 | 5.9% | 32,022 | 5.9% | $0.00 | 0.0% | 0.0% | ||||
MTM | 5 | 31,271 | 5.8% | 63,293 | 11.7% | $26.61 | 6.6% | 6.6% | ||||
2012 | 10 | 8,831 | 1.6% | 72,124 | 13.3% | $82.47 | 5.8% | 12.4% | ||||
2013 | 13 | 89,610 | 16.6% | 161,734 | 29.9% | $16.40 | 11.7% | 24.1% | ||||
2014 | 19 | 88,768 | 16.4% | 250,502 | 46.3% | $28.60 | 20.2% | 44.3% | ||||
2015 | 11 | 35,330 | 6.5% | 285,832 | 52.8% | $40.77 | 11.4% | 55.7% | ||||
2016 | 10 | 24,574 | 4.5% | 310,406 | 57.4% | $42.05 | 8.2% | 63.9% | ||||
2017 | 6 | 30,165 | 5.6% | 340,571 | 62.9% | $31.12 | 7.5% | 71.4% | ||||
2018 | 7 | 12,759 | 2.4% | 353,330 | 65.3% | $39.53 | 4.0% | 75.4% | ||||
2019 | 1 | 2,176 | 0.4% | 355,506 | 65.7% | $40.84 | 0.7% | 76.1% | ||||
2020 | 3 | 4,332 | 0.8% | 359,838 | 66.5% | $34.52 | 1.2% | 77.3% | ||||
2021 | 11 | 56,485 | 10.4% | 416,323 | 76.9% | $25.35 | 11.4% | 88.7% | ||||
2022 | 1 | 2,084 | 0.4% | 418,407 | 77.3% | $35.00 | 0.6% | 89.2% | ||||
Thereafter | 1 | 68,500 | 12.7% | 486,907 | 90.0% | $19.75 | 10.8% | 100.0% | ||||
Vacant | NAP | 54,221 | 10.0% | 541,128 | 100.0% | NAP | NAP | |||||
Total / Wtd. Avg. | 111 | 541,128 | 100.0% | $27.66 | 100.0% |
(1) | Excludes non-collateral anchor tenants, Sears and Macy’s. |
(2) | Temp Tenants represent tenants with leases of less than a year. |
(3) | Total / Wtd. Avg. Annual U/W Base Rent Per Sq. Ft. and % U/W Base Rent Rolling excludes Temp Tenant space. |
The Loan. The Square One Mall loan (the “Square One Mall Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 541,128 square foot regional mall located at 1201 Broadway in Saugus, Massachusetts (the “Square One Mall Property”) with an original principal balance of $100.0 million. The Square One Mall Loan has a 10-year term and amortizes on a 30-year schedule. The Square One Mall Loan accrues interest at a fixed rate equal to 5.4730% and has a Cut-off Date Balance of approximately $99.8 million. Proceeds were used to retire existing debt of approximately $83.3 million, resulting in a cash-out of $15.6 million. Based on the appraised value of $201.0 million as of November 11, 2011, the Cut-off Date LTV is 49.6% and the remaining implied equity is $101.0 million. The most recent prior financing of the Square One Mall Property was included in the LBUBS 2002-C2 transaction.
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount | $100,000,000 | 100.0% | Loan Payoff | $83,337,494 | 83.3% | |
Closing Costs | 1,052,394 | 1.1% | ||||
Cash Out | 15,610,112 | 15.6% | ||||
Total Sources | $100,000,000 | 100.0% | Total Uses | $100,000,000 | 100.0% |
The Borrower / Sponsor. The borrower, Mayflower Square One, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Mayflower Realty LLC (the “Guarantor”). However, recourse for any such claim is limited to the Series B Assets of Guarantor (as described in the related mortgage loan documents), including any proceeds from the sale of such assets. Mayflower Realty LLC is a joint venture between Simon Property Group, L.P., The Canada Pension Plan Investment Board and Teachers Insurance and Annuity Association of America.
Simon Property Group, L.P. (“SPG”), rated A-/Baa1/A- by Fitch/Moody’s/S&P, is an S&P 500 company, and one of the largest real estate companies in the United States, owning or having an interest in 391 retail properties comprising 261 million square feet of gross leasable area in North America, Europe and Asia. On October 5, 2011, the company entered into a new, unsecured revolving credit facility that increased the company’s borrowing capacity by $4.0 billion and matures in 2015, and in November 2011, SPG issued $1.2 billion of investment grade debt, rated A- with a “stable” outlook by both Fitch and S&P.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
19
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
Canadian Pension Plan (“CPP”) Fund is a contributory, earnings-related insurance program, forming one of the two major components of Canada’s public retirement income system. As of September 30, 2011, the Net Asset Value (CAN) was $152.3 billion, with approximately $13.9 billion invested in real estate.
Teachers Insurance and Annuity Association of America (“TIAA”) is a Fortune 100 financial services organization that is the leading retirement provider for people who work in the academic, research, medical and cultural fields. TIAA made its first real estate investments in 1947 and today is one of the largest commercial real estate owners in the nation. TIAA has more than 400 real estate investments in the United States and Europe with an equity investment of approximately $15 billion. More than half of TIAA’s real estate holdings belong to the TIAA Real Estate Account, which was created in 1995 to allow retirement savers to invest directly in a broadly diversified portfolio of income-producing real estate properties. TIAA serves 3.7 million active and retired employees participating at more than 15,000 institutions and has $440.7 billion in combined assets under management as of September 30, 2011.
The Property. The Square One Mall Property is a two-story, enclosed super-regional shopping center totaling 928,667 square feet, of which 541,128 square feet is collateral for the Square One Mall Loan. Located in Saugus, Massachusetts, the Square One Mall Property was originally constructed in 1959, renovated in 1994 and expanded in 2001. The sponsor purchased the Square One Mall Property in 1998 for an undisclosed price. As of year-end 2011, reporting in-line tenants had trailing-12 month sales of $307 PSF and an occupancy cost of 17.6%. As of December 1, 2011, the Square One Mall Property is 90.0% occupied not including non-collateral anchor tenants and 94.2% occupied including non-collateral anchor tenants. Occupancy at the Square One Mall Property has averaged 94.6% (including non-collateral anchors) since 2008.
The Square One Mall Property is anchored by Sears, Macy’s, Dick’s Clothing & Sporting Goods, Best Buy and T.J. Maxx & More. Sears (210,427 sq. ft.) and Macy’s (177,112 sq. ft.) own their stores and are not collateral for the Square One Mall Loan. Dick’s Clothing & Sporting Goods and T.J. Maxx & More are the only anchors that report sales; Dick’s Clothing & Sporting Goods reported year-end 2011 sales of $150 PSF and an occupancy cost of 15.0%, while T.J. Maxx & More reported sales of $204 PSF and an occupancy cost of 12.3%. In addition, the Square One Mall Property is occupied by a diverse roster of national tenants including Old Navy, The Gap/Gap Kids, H&M, Express, American Eagle Outfitters, Victoria’s Secret, Hollister Co. and Aeropostale.
Historical Sales PSF(1)(2) | |||||
2007 | 2008 | 2009 | 2010 | 2011 | |
Dick’s Clothing & Sporting Goods | $108 | $147 | $136 | $146 | $150 |
T.J. Maxx & More | $193 | $199 | $202 | $203 | $204 |
In-Line Tenants | $360 | $357 | $319 | $287 | $307 |
(1) | Historical Sales PSF are based on historical operating statements provided by the borrower. |
(2) | Approximately 92% of in-line tenants report sales. |
Environmental Matters. The Phase I environmental report dated November 17, 2011 recommended the continued implementation of an Asbestos Operations and Maintenance Plan at the Square One Mall Property, which is already in place.
The Market. The Square One Mall Property is located on the west side of Route 1 in the southwestern portion of Saugus, Massachusetts, about 10 miles north of downtown Boston. U.S. Route 1 is a multi-lane state highway that links the local area with the center of Boston and most of the North Shore communities. According to the appraisal, within a three-mile radius of the Square One Mall Property, the 2010 population was 122,726, increasing to 416,419 people at five miles, and over one million people within 10 miles. The average household income was $78,025 within three miles of the site.
The Square One Mall Property is part of the Route 128 North Submarket, which accounts for 30.9 million square feet of total retail space. Per the CoStar Q4 2011 report, the Route 128 North retail market has a vacancy rate of 4.3% and the quoted net rate is $18.72 PSF. Malls located in the Route 128 North Submarket total 5.7 million square feet of space, representing approximately 19% of total mall space in the Boston retail market. The Square One Mall Property competes directly with four other mall properties located within 14 miles. The four mall properties are considered super regional malls, with an average size of 1.1 million square feet and average occupancy of 94.5%. Northshore Mall and Burlington Mall are also owned by Simon Property Group. The competitive set is detailed in the following chart:
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
20
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
Competitive Set(1) | |||||||
Name | Square One Mall Property(2) | Northshore Mall | Burlington Mall | CambridgeSide Galleria | Liberty Tree Mall | ||
Distance from Subject | NAP | 10 miles North | 14 miles West | 9 miles South | 11 miles North | ||
Property Type | Regional Mall | Regional Mall | Regional Mall | Regional Mall | Regional Mall | ||
Year Built / Renovated | 1959 / 1994 | 1958 / 1993 | 1968 / 1996 | 1991 / NAP | 1972 / 1996 | ||
Total Occupancy | 94.2% | 94.0% | 97.0% | 96.0% | 91.0% | ||
Size (Sq. Ft.) | 928,667 | 1,579,820 | 1,317,061 | 636,847 | 859,087 | ||
Anchors / Major Tenants | Sears Macy’s Dick’s Clothing & Sporting Goods Best Buy T.J. Maxx & More | Macy's JCPenney Macy's Men & Furniture Nordstrom Sears | Macy's Lord & Taylor Sears Crate & Barrel Nordstrom | Best Buy H&M Macy's Macy's Home Sears | Best Buy Kohl's Marshalls Nordstrom Rack Target Stop & Shop | ||
(1) | Source: Appraisal |
(2) | Includes non-collateral anchor tenants Sears and Macy’s. |
Cash Flow Analysis.
Cash Flow Analysis | |||||
2009 | 2010 | T-12 10/31/2011 | U/W | U/W PSF | |
Base Rent(1) | $13,643,864 | $13,680,131 | $13,523,162 | $13,938,060 | $25.76 |
Value of Vacant Space | 0 | 0 | 0 | 818,535 | 1.51 |
Gross Potential Rent | $13,643,864 | $13,680,131 | $13,523,162 | $14,756,595 | $27.27 |
Total Recoveries | 8,847,648 | 7,866,668 | 8,278,893 | 7,409,608 | 13.69 |
Total Other Income | 895,129 | 926,087 | 883,310 | 824,960 | 1.52 |
Less: Vacancy(2) | 256,376 | (110,199) | (140,052) | (1,757,983) | (3.25) |
Effective Gross Income | $23,643,017 | $22,362,687 | $22,545,313 | $21,233,180 | $39.24 |
Total Operating Expenses | 8,621,734 | 8,189,777 | 8,335,874 | 8,091,611 | 14.95 |
Net Operating Income | $15,021,283 | $14,172,910 | $14,209,439 | $13,141,569 | $24.29 |
TI/LC | 0 | 0 | 0 | 439,808 | 0.81 |
Capital Expenditures | 0 | 0 | 0 | 182,506 | 0.34 |
Net Cash Flow | $15,021,283 | $14,172,910 | $14,209,439 | $12,519,255 | $23.14 |
(1) | U/W Base Rent includes $149,024 in contractual step rent through November 2012. |
(2) | U/W Vacancy of $1,757,983 is comprised of 3.6% of gross income ($818,535) of actual vacancy and 4.1% of gross income ($939,448) of mark to market. |
Property Management. The Square One Mall Property is managed by Simon Management Associates, LLC, a borrower affiliate.
Lockbox / Cash Management. The Square One Mall Loan is structured with a hard lockbox and in place cash management.
Additionally, all excess cash will be swept into a lender controlled account upon (i) an event of default (until such time that such event of default has been cured), (ii) a bankruptcy action by the manager, borrower or guarantor (until such time that such entity is replaced, or in the case of an involuntary bankruptcy, such action is dismissed), or (iii) if the debt service coverage ratio for the trailing four calendar quarters is less than 1.10x for two consecutive quarters, as calculated on the last day of the calendar quarter (until such time that the DSCR is at least 1.10x for two consecutive calendar quarters); provided, however, that the borrower may not cure a cash sweep event more than five times during the loan term.
Initial Reserves. None.
Ongoing Reserves. The Square One Loan provides for springing reserves as follows: if (i) the DSCR falls below 1.30x for two consecutive calendar quarters, (ii) there is an event of default, or (iii) there is a bankruptcy action by the manager, then the borrower will be required to make monthly deposits of (i) 1/12 of the annual tax premium into a tax reserve account, (ii) 1/12 of the annual insurance premium into an insurance reserve account; however monthly insurance deposits will not be required so long as (a) an acceptable blanket policy is in place and (b) the insurance premiums for the subsequent 12 months have been paid, (iii) $9,019 into a capital expenditure account, subject to a cap of $216,452 and (iv) $44,167 into a TI/LC reserve account, subject to a cap of $1,060,000.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
21
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
Current Mezzanine or Subordinate Indebtedness. None.
Future Mezzanine or Subordinate Indebtedness Permitted. None.
Partial Release. The loan documents permit, without lender consent, the free release of non-income producing portions of the Square One Mall Property, for use that is integrated and consistent with the use of the Square One Mall Property, subject to, among other things, the satisfaction of a loan-to-value test.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
22
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
23
1201 Broadway Saugus, MA 01906 | Collateral Asset Summary Square One Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $99,779,556 49.6% 1.84x 13.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
26
One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | LCF | Single Asset / Portfolio: | Single Asset | ||||
Loan Purpose: | Refinance | Property Type: | Anchored Retail | ||||
Sponsor: | The Related Companies, L.P. | Collateral: | Leasehold | ||||
(“Related”); OTR, an Ohio general | Location: | New York, NY | |||||
partnership acting as the duly | Year Built / Renovated: | 1999 / NAP | |||||
designated nominee of the Board of | Total Sq. Ft.: | 236,215 | |||||
the State Teachers Retirement System | Property Management: | Related Management Company, L.P. | |||||
of Ohio (“STRSO”) | Underwritten NOI(2): | $16,090,296 | |||||
Borrower: | Union Square Retail Lessee, LLC | Underwritten NCF(2): | $15,293,527 | ||||
Original Balance: | $75,000,000 | Appraised Value: | $310,000,000 | ||||
Cut-off Date Balance: | $75,000,000 | Appraisal Date: | January 4, 2012 | ||||
% by Initial UPB: | 8.00% | ||||||
Interest Rate: | 4.88% | Historical NOI | |||||
Payment Date: | 6th of each month | 2011 NOI(2): | $18,885,516 (YTD November 30, 2011 Ann.) | ||||
First Payment Date: | 6-Oct-11 | 2010 NOI(2): | $9,205,430 (December 31, 2010) | ||||
Maturity Date: | 6-Sep-21 | 2009 NOI: | $3,334,520 (December 31, 2009) | ||||
Amortization: | Interest Only | 2008 NOI: | $6,285,738 (December 31, 2008) | ||||
Additional Debt: | None | ||||||
Call Protection: | L(30), D(86), O(4) | Historical Occupancy | |||||
Lockbox / Cash Management(1): | None | Current Occupancy: | 100.0% (November 30, 2011) | ||||
2010 Occupancy: | 88.2% (December 31, 2010) | ||||||
Reserves | 2009 Occupancy: | 73.1% (December 31, 2009) | |||||
Initial | Monthly | 2008 Occupancy: | 100.0% (December 31, 2008) | ||||
None | NAP | NAP | (1) See “Lockbox / Cash Management” herein. | ||||
(2) Includes rents paid by certain sub-subtenants. | |||||||
Financial Information | |||||||
Cut-off Date Balance / Sq. Ft.: | $318 | ||||||
Balloon Balance / Sq. Ft.: | $318 | ||||||
Cut-off Date LTV: | 24.20% | ||||||
Balloon LTV: | 24.20% | ||||||
Underwritten NOI DSCR: | 4.34x | ||||||
Underwritten NCF DSCR: | 4.12x | ||||||
Underwritten NOI Debt Yield: | 21.50% | ||||||
Underwritten NCF Debt Yield: | 20.40% |
Tenant Summary | ||||||
Ratings | Net Rentable | % of Net | U/W Base | % of Total | Lease | |
Tenant | (Fitch/Moody’s/S&P)(1) | Area (Sq. Ft.) | Rentable Area | Rent PSF | U/W Base Rent | Expiration |
Regal Cinemas | B+/B3/B+ | 118,779 | 50.30% | $42.24 | 23.20% | 4/30/2023 |
Best Buy(2) | BBB-/Baa2/BBB- | 46,088 | 19.50% | $74.00 | 15.80% | 1/31/2025 |
Nordstrom Rack(2) | A-/Baa1/A- | 32,136 | 13.60% | $124.47 | 18.50% | 5/31/2020 |
Duane Reade(2) | NR/A2/A | 13,947 | 5.90% | $238.40 | 15.40% | 9/30/2030 |
Citibank, N.A. (2) | A/A3/A- | 9,755 | 4.10% | $500.00 | 22.60% | 3/31/2020 |
Total Major Tenants | 220,705 | 93.40% | $93.48 | 95.50% | ||
Remaining Tenants | 15,510 | 6.60% | $62.46 | 4.50% | ||
Total Occupied Collateral | 236,215 | 100.00% | $91.44 | 100.00% | ||
Vacant | 0 | 0.00% | ||||
Total | 236,215 | 100.00% | ||||
(1) | Certain ratings are those of the parent company whether or not the parent company guarantees the lease |
(2) | Tenant listed is a sub-subtenant. See “The Property” herein. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
Lease Rollover Schedule | ||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2017 | 1 | 9,091 | 3.8% | 9,091 | 3.8% | $46.66 | 2.0% | 2.0% |
2018 | 0 | 0 | 0.0% | 9,091 | 3.8% | $0.00 | 0.0% | 2.0% |
2019 | 0 | 0 | 0.0% | 9,091 | 3.8% | $0.00 | 0.0% | 2.0% |
2020 | 3 | 48,310 | 20.5% | 57,401 | 24.3% | $195.03 | 43.6% | 45.6% |
2021 | 0 | 0 | 0.0% | 57,401 | 24.3% | $0.0 | 0.0% | 45.6% |
2022 | 0 | 0 | 0.0% | 57,401 | 24.3% | $0.0 | 0.0% | 45.6% |
Thereafter | 3 | 178,814 | 75.7% | 236,215 | 100.0% | $65.73 | 54.4% | 100.0% |
Vacant | NAP | 0 | 0.0% | 236,215 | 100.0% | NAP | NAP | |
Total / Wtd. Avg. | 7 | 236,215 | 100.0% | $91.44 | 100.0% |
The Loan. The Union Square Retail loan (the “Union Square Retail Loan”) is a fixed rate loan secured by the borrower’s leasehold interest in the 236,215 square foot Class A, anchored retail property located at One Union Square South in New York, New York (the “Union Square Retail Property”) with an original principal balance of $75.0 million. The Union Square Retail Loan has a 10-year term and is interest only throughout the term. The Union Square Retail Loan accrues interest at a fixed rate equal to 4.8800% and has a Cut-off Date Balance of $75.0 million. Loan proceeds were used to pay off a prior mezzanine loan in the amount of approximately $32.8 million secured by the equity interest in the mortgage borrower, giving the principals a cash-out of $39.4 million. Based on the appraised value of $310.0 million as of January 4, 2012, the Cut-off Date LTV is 24.2% and the remaining implied equity is $235.0 million. The most recent prior financing of the Union Square Retail Property was not included in a securitization.
Sources and Uses | |||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||
Loan Amount | $75,000,000 | 100% | Loan Payoff | $32,754,946 | 43.7% | ||
Borrower Recapitalization | $39,357,952 | 52.5% | |||||
Closing Costs | $2,887,102 | 3.8% | |||||
Total Sources | $75,000,000 | 100.0% | Total Uses | $75,000,000 | 100.0% |
The Borrower / Sponsors. The borrower, Union Square Retail Lessee, LLC (for purposes of this “Union Square Retail” discussion, the “Borrower”) is a single purpose Delaware limited liability company with two independent directors in its organizational structure. The sponsors of the borrower are The Related Companies, L.P. and OTR, an Ohio general partnership acting as the duly designated nominee of the Board of the State Teachers Retirement System of Ohio (“STRSO”) and the nonrecourse carve-out guarantor is The Related Companies, L.P. (“Related”). Related owns and operates a portfolio of real estate assets with an estimated value over $12 billion, consisting of a diversified mix of real estate properties. Related’s operating portfolio includes 19 luxury rental buildings with approximately 4,700 units, 18 retail assets totaling more than 3.5 million square feet, and approximately 13,000 affordable housing apartments located throughout the United States. Their operating assets also include over 5 million square feet of office and trade show space. Related developed a majority of their operating properties and maintains management responsibilities for a majority of the assets.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
The Property. The Union Square Retail Property consists of a multi-level retail building totaling 236,215 square feet of net rentable area within four above grade levels and one below grade level, within the luxury mixed-use development located at One Union Square South. The entire One Union Square South mixed-use development is a 22-story building on a 48,223 square foot parcel of land, with a four-story retail component and an 18-story luxury residential component above. The entire mixed use development contains 240 residential rental apartment units (208,961 square feet), and 236,215 square feet of retail space. The Union Square Retail Property is leased by the Borrower pursuant to three subleases to (i) Regal Cinemas, (ii) Union Square Development Associates, LLC (“USDA”), a wholly-owned subsidiary of the Borrower and (iii) Union Square Development Associates II, LLC (“USDA II”), a wholly-owned subsidiary of the Borrower as landlord (the subleases to USDA and USDA II are, collectively, the “Affiliate Subleases”). USDA sub-subleases its tenant space to Best Buy. USDA II sub-subleases its tenant space to Nordstrom Rack, Duane Reade, Citibank, N.A., Park South Imaging and Union Square Wines. The Union Square Retail Property is anchored by Regal Cinemas, Best Buy and Nordstrom Rack, which occupy 83.4% of the Union Square Retail Property. The site is ground leased through December 31, 2095 with no renewal options.
The Union Square Retail Property was constructed in 1999 and is a retail “air rights” development parcel established pursuant to a reciprocal easement and operating agreement with the owner of the luxury residential apartment tower above the Union Square Retail Property. The residential tower is separately owned and managed by Related. The ground floor of the Union Square Retail Property is comprised of an entrance for each of the seven tenants along with a lobby for the residential component of the building.
The Union Square Retail Property, which was originally owned 100% by STRSO, was developed in 1996 and leased by STRSO to its initial subtenants, Circuit City, Virgin Megastore, and United Artists Theaters. In March 2008, STRSO sold a 49% interest in the ownership of the Union Square Retail Property to Related Union Square Retail Associates, LLC, an affiliate of Related (“Related Owner”). USDA acquired the Circuit City sublease out of the Circuit City bankruptcy and USDA II acquired the Virgin Megastore sublease in connection with an acquisition of Virgin Megastore.
Environmental Matters. The Phase I environmental report dated February 1, 2012 recommended no further action at the Union Square Retail Property.
Major Tenants.
Regal Cinemas (118,779 sq. ft., 50.3% of NRA, 23.2% of U/W Base Rent)
Regal Cinemas, Inc. (successor-in-interest to United Artists Theatre Circuit, Inc.) is the tenant under the Regal Cinemas lease. Regal Cinemas, Inc. is a wholly-owned subsidiary of Regal Entertainment Group (S&P/Moody’s/Fitch rated B+/B3/B+). Regal Entertainment Group (NYSE: RGC), through its subsidiaries, operates a theatre circuit in the United States. It develops, acquires, and operates multi-screen theatres primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets under Regal Cinemas, United Artists, and Edwards brand names. As of December 31, 2010, Regal Entertainment Group operated 6,698 screens in 539 theatres in 37 states and the District of Columbia. The company was founded in 2002 and is based in Knoxville, Tennessee. The location reportedly represents the second-highest gross theater in the tenant’s chain. Regal has been at the location since its original development.
Best Buy (46,088 sq. ft., 19.5% of NRA, 15.8% of U/W Base Rent)
Best Buy Co., Inc. (NYSE: BBY) (S&P/Moody’s/Fitch rated BBB-/Baa2/BBB-) operates as a retailer of consumer electronics, home office products, entertainment software, appliances, and related services. In addition, the company offers service contracts, warranties, repair, delivery, and computer-related services, as well as installation services for home theaters, and mobile audio and appliances. It operates its retail stores and call centers, as well as online retail operations under various brand names, such as Best Buy, The Carphone Warehouse, Five Star, Future Shop, Geek Squad, Magnolia Audio Video, Napster, Pacific Sales, The Phone House, and Speakeasy. Best Buy was formerly known as Sound of Music, Inc. and changed its name to Best Buy Co., Inc. in 1983. Best Buy Co., Inc. was founded in 1966 and is headquartered in Richfield, Minnesota. Best Buy began operations at the Union Square Retail Property in 2009, and replaced Circuit City, which vacated in 2009 upon the liquidation of the company.
Nordstrom Rack (32,136 sq. ft., 13.6% of NRA, 18.5% of U/W Base Rent)
Nordstrom, Inc. (NYSE: JWN) (S&P/Moody’s/Fitch rated A-/Baa1/A-) is a fashion specialty retailer, offering apparel, shoes, cosmetics, and accessories for women, men, and children in the United States. The company offers a selection of brand name and private label merchandise. It sells its products through various channels, including Nordstrom full-line stores, Nordstrom Rack off-price stores, Last Chance clearance stores, and Jeffrey boutiques; and through catalog and the Internet. Nordstrom, Inc. also provides a private label card, two Nordstrom VISA credit cards, and a debit card for Nordstrom purchases. Its credit and debit cards feature a shopping-based loyalty program. The company also designs and contracts to manufacture private label merchandise sold in its retail stores. As of March 19, 2010, it had 187 retail stores located in 28 states. The company was founded in 1901 and is based in Seattle, Washington.
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One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
Nordstrom Rack opened at the property in 2009, replacing a portion of the space vacated by the Virgin Megastore previously at the Union Square Retail Property.
The Market. The Union Square Retail Property is located along the south side of Union Square Park in Union Square, a destination location in downtown Manhattan. Union Square is located at one of New York City’s largest transportation hubs, with seven subway lines stopping at the location. The Union Square subway station boasts 35.5 million people passing through every year, and the area is one of the most convenient destinations in Manhattan attracting residents, tourists, and businesses alike. The Union Square area further benefits from its proximity to NYU, creating a strong, stable demand for the property’s retail tenancy.
Competitive Set(1) | |||||||
Name | 10 Union Square East | 156 Fifth Avenue | 541 Broadway | 110 Fifth Avenue | 530 Fifth Avenue | 38 E. 14th Street | |
Distance from Subject | 0.1 miles | 0.5 miles | 1.0 miles | 0.3 miles | 1.7 miles | 0.1 miles | |
Property Type | Retail | Retail | Retail | Retail | Retail | Retail | |
Total Occupancy | 100% | 100% | 100% | 100% | 100% | 100% | |
Size (Sq. Ft.) | 4,556 SF | 9,000 SF | 4,800 SF | 12,300 SF | 11,100 SF | 4,000 SF | |
Tenant | Panera Bread | Nike | Lacoste | Joe Fresh | Chase Bank | Bank of America | |
(1) | Source: Appraisal |
Cash Flow Analysis.
Cash Flow Analysis | |||||||
2009 | 2010 | YTD 11/30/2011 (Annualized) | U/W | U/W PSF | |||
Base Rent(1) | $8,374,149 | $13,994,963 | $21,946,605 | $22,587,984 | $95.62 | ||
Value of Vacant Space | 0 | 0 | 0 | 0 | 0.00 | ||
Gross Potential Rent | $8,374,149 | $13,994,963 | $21,946,605 | $22,587,984 | $95.62 | ||
Total Recoveries | 3,338,748 | 3,706,990 | 3,757,727 | 3,782,263 | 16.01 | ||
Total Other Income | 0 | 56,042 | 6,479 | 6,479 | 0.03 | ||
Less: Vacancy(2) | 0 | 0 | 0 | (1,318,512) | (5.58) | ||
Effective Gross Income | $11,712,897 | $17,757,995 | $25,706,810 | $25,058,213 | $106.08 | ||
Total Operating Expenses | 8,378,377 | 8,552,565 | 6,821,294 | 8,967,917 | 37.97 | ||
Net Operating Income | $3,334,520 | $9,205,430 | $18,885,516 | $16,090,296 | $68.12 | ||
TI/LC | 0 | 0 | 0 | 749,526 | 3.17 | ||
Capital Expenditures | 0 | 0 | 0 | 47,243 | 0.20 | ||
Net Cash Flow | $3,334,520 | $9,205,430 | $18,885,516 | $15,293,527 | $64.74 | ||
(1) | U/W Base Rent includes $65,845 in contractual step rent through August 2012 and $988,662 in straight-line rent over the term of the loan for investment grade tenants. |
(2) | U/W vacancy of 5.0% of gross income. |
Property Management. The Union Square Retail Property is managed by Related Management Company, L.P., an affiliate of the sponsor.
Lockbox / Cash Management. The Union Square Retail Loan is structured with no initial lockbox or cash management at the tenant level. Any sums that are distributable by the Borrower to Related Owner, which is the holder of a 49% interest in the Borrower, are paid into an account controlled by STRSO (the “STRSO Account”) and then transferred to an account controlled by the lender and, provided no event of default exists under the Union Square Retail Loan, are transferred to the Related Owner. Following the occurrence of an event of default under the Union Square Retail Loan, all such sums are transferred to an account of the lender, to be applied as determined by the lender.
In the event that STRSO no longer controls the STRSO Account or in the event that STRSO no longer controls the Borrower, the Borrower is required to establish a lockbox account controlled by the lender (the “Springing Lockbox”). The Borrower must cause all subtenants to deposit their rent payable to the Borrower into the Springing Lockbox and must require all subtenants to deposit any sub-subrent payable to the subtenants (which is not already payable to the Borrower) into the Springing Lockbox. All sums deposited into
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
30
One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
the Springing Lockbox shall be applied by Lender to the payment of ground rent, debt service payments and operating expenses, with any excess sums distributed to the Borrower provided no event of default exists under the Union Square Retail Loan.
Initial Reserves. None.
Ongoing Reserves. None.
Current Mezzanine or Subordinate Indebtedness. None.
Future Mezzanine or Subordinate Indebtedness Permitted. None.
Ground Lease. The Union Square Retail Property is subject to a ground lease through December 31, 2095 (the “Ground Lease”). The Ground Lease was executed on December 13, 1996 between First Sterling Corporation and West Realty Co., LLC as landlord and STRSO, as tenant. STRSO assigned its leasehold interest to Union Square Retail Trust, the Borrower, on February 29, 2008 (the borrower converted from a trust to a limited liability company and changed its name prior to the closing of the Union Square Retail Loan). The Ground Lease carried an initial base rent of $2,500,000 per annum. The Ground Lease includes base rent steps every five years of 12%, with base rent revaluations every 25 years and, during certain periods, otherwise in connection with the expiration of certain below market subleases. The current base rent being paid by the Borrower under the Ground lease is $3,136,000. The next base rent step occurs on July 1, 2013, to a rate of $3,512,320 per annum.
There is currently ongoing litigation pertaining to the ground lease, which litigation was filed in 2010 by the ground landlords thereunder against the Borrower, Related, STRSO, USDA and USDA II. The litigation alleges improprieties in the Affiliate Subleases and in certain of the sub-subleases, including allegations of violations of use restrictions by certain sub-subtenants. The litigation makes claims for increases in the ground rent payable by the Borrower (and reimbursement for additional historical ground rent payments). See “Risk Factors – Risks Related to the Mortgage Loans - Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss” in the Free Writing Prospectus for additional information.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
31
One Union Square South New York, NY 10003 | Collateral Asset Summary Union Square Retail | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $75,000,000 24.2% 4.12x 21.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
Mortgage Loan Information | Property Information | |||||
Loan Seller: | LCF | Single Asset / Portfolio: | Portfolio of 4 Properties | |||
Loan Purpose: | Acquisition | Property Type: | Anchored Retail | |||
Sponsor: | Community Reinvestment Partners II LP | Collateral: | Fee Simple | |||
Borrowers: | CRP II – Juncos, LLC; | Location: | Various, Puerto Rico | |||
CRP II – Los Prados, LLC; | Year Built / Renovated: | 1999-2008 / NAP | ||||
CRP II – Manati, LLC; | Total Sq. Ft.: | 554,490 | ||||
CRP II – University, LLC | Property Management: | The Sembler Company of Puerto Rico, Inc. | ||||
Original Balance: | $57,750,000 | Underwritten NOI: | $6,922,251 | |||
Cut-off Date Balance: | $57,750,000 | Underwritten NCF: | $6,514,823 | |||
% by Initial UPB: | 6.10% | Appraised Value: | $85,400,000 | |||
Interest Rate: | 5.85% | Appraisal Dates: | November 21-22, 2011 | |||
Payment Date: | 6th of each month | |||||
First Payment Date: | 6-Apr-12 | |||||
Maturity Date: | 6-Mar-22 | Historical NOI(5) | ||||
Amortization: | 360 months | TTM NOI: | $6,478,922 (T-12 October 31, 2011) | |||
Additional Debt(1): | Mezzanine | 2010 NOI: | $6,148,240 (December 31, 2010) | |||
Call Protection(2): | L(24), D(93), O(3) | 2009 NOI: | $6,489,963 (December 31, 2009) | |||
Lockbox / Cash Management: | Hard / In Place | 2008 NOI: | $6,751,118 (December 31, 2008) |
Reserves(3) | Historical Occupancy | ||||||
Initial | Monthly | Current Occupancy: | 88.5% (January 5, 2012) | ||||
Taxes: | $128,080 | $42,693 | 2011 Occupancy: | 87.2% (October 31, 2011) | |||
Insurance: | $0 | Springing | 2010 Occupancy: | 87.4% (December 31, 2010) | |||
Replacement: | $0 | $13,862 | 2009 Occupancy: | 90.3% (December 31, 2009) | |||
TI/LC: | $0 | $19,407 | (1) See “Current Mezzanine or Subordinate Indebtedness” herein. | ||||
Tank Permit Reserve: | $69,375 | $0 | (2) See “Partial Release” herein. | ||||
Required Repairs: | $121,141 | NAP | (3) See “Initial Reserves” and “Ongoing Reserves” herein. | ||||
(4) Total Debt includes the mezzanine loan described under “Current Mezzanine or Subordinate Indebtedness” herein. | |||||||
The mezzanine loan currently has an interest rate of 11.0%. | |||||||
Financial Information | (5) The Walgreens building at the Plaza Los Prados property was recently constructed and opened and commenced | ||||||
Mortgage Loan | Total Debt(4) | paying rent in May 2011. Walgreens pays underwritten total rent of $680,366. The rental income from Walgreens | |||||
Cut-off Date Balance / Sq. Ft.: | $104 | $131 | is not included in the 2008, 2009, 2010 or TTM NOI. Including the rental income from Walgreens, the 2008, 2009, | ||||
Balloon Balance / Sq. Ft.: | $88 | $115 | 2010 and TTM NOI are $7,431,484, $7,170,329, $6,828,606, and $7,159,288, respectively. | ||||
Cut-off Date LTV: | 67.60% | 85.20% | |||||
Balloon LTV: | 57.10% | 74.70% | |||||
Underwritten NOI DSCR: | 1.69x | 1.20x | |||||
Underwritten NCF DSCR: | 1.59x | 1.13x | |||||
Underwritten NOI Debt Yield: | 12.00% | 9.50% | |||||
Underwritten NCF Debt Yield: | 11.30% | 9.00% |
Property Name | Location | Sq. Ft. | Year Built / Renovated | Allocated Loan Amount | Appraised Value | Occupancy |
Juncos Plaza | Juncos, PR | 208,080 | 1999 / NAP | $14,250,000 | $23,000,000 | 76.3% |
Plaza Los Prados | Caguas, PR | 163,532 | 2008 / NAP | 22,700,000 | 32,600,000 | 94.5% |
Manati Centro Plaza | Manati, PR | 117,872 | 2001 / NAP | 13,800,000 | 20,300,000 | 95.3% |
University Plaza | Mayaguez, PR | 65,006 | 1999 / NAP | 7,000,000 | 9,500,000 | 100.0% |
Total / Wtd. Average: | 554,490 | $57,750,000 | $85,400,000 | 88.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
Tenant Summary | |||||||
Ratings | Net Rentable | % of Net | U/W Base | % of Total | Lease | ||
Tenant | (Fitch/Moody’s/S&P)(1) | Area (Sq. Ft.) | Rentable Area | Rent PSF | U/W Base Rent | Expiration | |
Capri(2) | NR/NR/NR | 90,903 | 16.40% | $10.96 | 13.20% | Various | |
PITUSA (Todo a Peso) | NR/NR/NR | 35,000 | 6.30% | $7.87 | 3.60% | 12/31/2019 | |
Selectos | NR/NR/NR | 32,081 | 5.80% | $8.00 | 3.40% | 3/31/2027 | |
Supermercado Amigo | AA/Aa2/AA | 30,046 | 5.40% | $7.00 | 2.80% | 11/30/2018 | |
Marshall’s | NR/A3/A | 29,500 | 5.30% | $13.50 | 5.30% | 1/31/2017 | |
Gatsby(3) | NR/NR/NR | 27,760 | 5.00% | $15.48 | 5.70% | Various | |
Total Major Tenants | 245,290 | 44.20% | $10.46 | 33.90% | |||
Remaining Tenants | 245,304 | 44.30% | $20.41 | 66.10% | |||
Total Occupied Collateral | 490,594 | 88.50% | $15.44 | 100.00% | |||
Vacant | 63,896 | 11.50% | |||||
Total | 554,490 | 100.00% | |||||
(1) | Certain ratings are those of the parent company whether or not the parent company guarantees the lease. |
(2) | The Capri leases expire January 2015 (25,789 sq. ft.), October 2016 (30,000 sq. ft.) and July 2027 (35,114 sq. ft.). |
(3) | The Gatsby lease at Manati Centro Plaza includes a termination option at either April 2015 or April 2016 with 180 days advance notice. The Gatsby lease at University Plaza includes a termination option at either April 2013 or April 2014 with 180 days advance notice. The Gatsby lease for Manati Centro Plaza (14,512 sq. ft.) expires March 2017 and the Gatsby lease for University Plaza (13,248 sq. ft.) expires February 2015. |
Lease Rollover Schedule | ||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent |
MTM | 2 | 2,151 | 0.4% | 2,151 | 0.4% | $23.13 | 0.7% | 0.7% |
2012 | 21 | 41,836 | 7.5% | 43,987 | 7.9% | $22.49 | 12.4% | 13.1% |
2013 | 8 | 21,022 | 3.8% | 65,009 | 11.7% | $19.27 | 5.3% | 18.4% |
2014 | 14 | 48,429 | 8.7% | 113,438 | 20.5% | $14.14 | 9.0% | 27.5% |
2015 | 14 | 66,827 | 12.1% | 180,265 | 32.5% | $15.69 | 13.8% | 41.3% |
2016 | 13 | 51,260 | 9.2% | 231,525 | 41.8% | $15.44 | 10.5% | 51.8% |
2017 | 10 | 63,575 | 11.5% | 295,100 | 53.2% | $16.73 | 14.0% | 65.8% |
2018 | 4 | 54,720 | 9.9% | 349,820 | 63.1% | $8.48 | 6.1% | 71.9% |
2019 | 1 | 35,000 | 6.3% | 384,820 | 69.4% | $7.87 | 3.6% | 75.6% |
2020 | 0 | 0 | 0.0% | 384,820 | 69.4% | $0.00 | 0.0% | 75.6% |
2021 | 4 | 15,760 | 2.8% | 400,580 | 72.2% | $23.89 | 5.0% | 80.5% |
2022 | 0 | 0 | 0.0% | 400,580 | 72.2% | $0.00 | 0.0% | 80.5% |
Thereafter | 5 | 90,014 | 16.2% | 490,594 | 88.5% | $16.37 | 19.5% | 100.0% |
Vacant | NAP | 63,896 | 11.5% | 554,490 | 100.0% | NAP | NAP | |
Total / Wtd. Avg. | 96 | 554,490 | 100.0% | $15.44 | 100.0% |
The Loan. The Puerto Rico Retail Portfolio loan (the “Puerto Rico Retail Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 554,490 sq. ft. anchored retail Puerto Rico Retail Portfolio properties located in Puerto Rico (the “Puerto Rico Retail Portfolio Properties”) with an original principal balance of $57.75 million. The Puerto Rico Retail Portfolio Loan has a 10-year term and amortizes on a 30-year schedule. The Puerto Rico Retail Portfolio Loan accrues interest at a fixed rate equal to 5.8500% and has a Cut-off Date Balance of $57.75 million. The Puerto Rico Retail Portfolio Loan proceeds along with mezzanine debt of $15.00 million and $10.59 million of equity from the borrower were used to acquire the Puerto Rico Retail Portfolio Properties for a total cost of approximately $83.34 million. Based on the appraised value of $85.40 million as of November 21 and 22, 2011, the Cut-off Date LTV of the Puerto Rico Portfolio Loan is 67.6%.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount | $57,750,000 | 69.3% | Purchase Price | $80,000,000 | 96.0% | |
Mezzanine Loan | 15,000,000 | 18.0% | Escrow at Closing | 318,596 | 0.4% | |
Borrower Equity | 10,593,233 | 12.7% | Closing Costs | 3,024,637 | 3.6% | |
Total Sources | $83,343,233 | 100.0% | Total Uses | $83,343,233 | 100.0% |
The Borrower / Sponsor. The borrowers, CRP II – Juncos, LLC, CRP II – Los Prados, LLC, CRP II – University, LLC, and CRP II Manati, LLC, are single purpose Delaware limited liability companies with two independent directors in their organizational structure. The sponsor of the borrowers and the nonrecourse carve-out guarantor is Community Reinvestment Partners II LP. Community Reinvestment Partners II LP (“CRP II”) is the second private equity fund launched by Forge Capital Partners, LLC to develop, redevelop and invest in retail shopping centers in Florida, Georgia, Alabama, South Carolina, North Carolina, and Puerto Rico.
As of September 30, 2011, CRP II held 21 properties, including 11 retail properties, five vacant land properties for development, two multifamily properties, one mixed use property, one student housing property, and one office property. The properties were all acquired between 2008 and 2011. The properties are all located in the southeastern US, primarily in Florida, with additional properties in Georgia and South Carolina.
The Properties: The Puerto Rico Retail Portfolio Properties consist of the borrowers’ fee interests in four retail properties totaling 554,490 sq. ft. of space in Puerto Rico.
Juncos Plaza is a 208,080 sq. ft., grocery-anchored shopping center built in 1999 and located in the Municipality of Juncos, with a 2009 estimated population of 121,296 within a five-mile radius. It is located approximately 11 miles east of Caguas and approximately 24 miles south of San Juan (largest municipality in Puerto Rico). The Juncos Plaza property is located directly across PR-31 from Amgen’s Puerto Rico manufacturing facility. Amgen has been located in Juncos for over a decade, and is a multi-million sq. ft. facility. Amgen recently completed an expansion, constructing an additional 500,000 sq. ft. to create a state-of-the-art biotechnology facility for bulk manufacturing. The Juncos Plaza property is anchored by Supermercado Amigo (subsidiary of WalMart, 2010 sales of $440 PSF, 2.0% occupancy cost). The Juncos Plaza property is currently 76.3% leased, with the majority of the vacancy attributed to a 30,680 sq. ft. vacant anchor space currently being marketed for lease. Other major tenants at the Juncos Plaza property include Capri (T-12 sales of $242 PSF, 5.3% occupancy cost), and National Lumber & Hardware.
Plaza Los Prados is a 163,532 sq. ft., anchored shopping center built in 2008 and located in the Municipality of Caguas, with a 2009 estimated population of 182,085 within a five-mile radius. It is located approximately 16 miles south of San Juan. The direct area has significant commercial development, with shopping malls including Plaza Centro (enclosed mall anchored by Sam’s Club, Costco, and JCPenney), Plaza Villa Blanca (community center anchored by Marshall’s and Grande Supermarket) and Las Catalinas Mall (enclosed mall anchored by Kmart and Sears). The Plaza Los Prados property is anchored by Selectos supermarket (T-12 sales of $481 PSF, 2.4% occupancy cost) and Capri (T-12 sales of $300 PSF, 5.2% occupancy cost). A newly constructed Walgreens (completed in 2011) is additionally located at the Plaza Los Prados property and included in the collateral for the Loan. The Plaza Los Prados property is currently 94.5% leased, and has been greater than 90% leased for at least the past three years.
Manati Centro Plaza is a 117,872 sq. ft., anchored shopping center built in 2001 and located in the Municipality of Manati, with a 2009 estimated population of 74,538 within a five-mile radius. It is located approximately 17 miles east of Arecibo and 23 miles west of Bayamon. The Manati Centro Plaza property is located directly across PR-2 from the Doctors’ Center Hospital. The hospital, founded in 1959, has undergone several expansions and renovations, with the most recent renovation completed in 2005, and currently holds more than 240 beds, with 238 specialists and sub-specialists on staff and 16,000 admissions per year. The hospital also boasts the Doctors’ Cancer Center, the only center for treatment of oncological and hematological conditions using radiotherapy and chemotherapy in the region, providing a significant draw throughout the island as well as throughout the Caribbean. The Manati Centro Plaza property is anchored by Marshall’s (TJX Companies) (T-12 sales of $393 PSF, 4.3% occupancy cost) and Capri (T-12 sales of $312 PSF, 5.3% occupancy cost). The Manati Centro Plaza property is currently 95.3% leased, and has been greater than 90% leased for at least the past three years.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
University Plaza is a 65,006 sq. ft. anchored retail shopping center built in 1999 and located in the Municipality of Mayaguez, with a 2009 estimated population of 104,482 within a five-mile radius. The University Plaza property is located approximately one-half (0.5) mile north of the University of Puerto Rico – Mayaguez campus. With approximately 13,000 students, the campus is the second largest campus in the 65,000 student, eleven campus University of Puerto Rico system. The University Plaza property is anchored by PITUS (Todo a Peso). The University Plaza property is currently 100% leased, and has been greater than 95% leased for at least the past three years.
Environmental Matters. The Phase I environmental reports dated December 22, 2011 recommended no further action at the Puerto Rico Retail Portfolio Properties.
The Market. The Puerto Rico Retail Portfolio Properties are located in various municipalities within Puerto Rico, an island located between the Dominican Republic and the US Virgin Islands. The island has a population of approximately 4.0 million and the island’s major industries are pharmaceutical manufacturing, textiles, and tourism. The Puerto Rico Retail Portfolio Properties are all located within infill locations within their respective markets. The Puerto Rico retail market benefits from a limited existing supply, driving significant demand for retail space in existing properties. According to a report from a trade organization, Puerto Rico has between 10 sq. ft. and 12 sq. ft. of retail per capita, representing less than 50% of the US mainland ratio of approximately 24 sq. ft. per capita.
The appraisals identified 13 comparable retail properties located throughout the island. With the exception of one property (Rexville Plaza in Bayamon, PR) all of the properties exhibited occupancy rates greater than 93%. Rexville Plaza was adversely affected by the recent vacating of Pueblos Supermarket (a local grocery chain that filed for bankruptcy due to the increased competition when Amigos entered the market). Rents for retail properties in Puerto Rico vary depending on market location. Retail rents in the larger municipalities generally range from $25 PSF NNN and higher, with secondary municipalities commanding rents in the $15 PSF to $25 PSF NNN range. Outparcel buildings generally command a premium to inline space.
Juncos Plaza Competitive Set(1) | |||||
Name | Plaza Los Prados | Perez Hermanos Plaza | Plaza Centro 2 | Plaza Junana Diaz | Plaza Villa Blanca |
Distance from Subject | Approx 13 miles | Approx 15 miles | Approx 7 miles | Approx 25 miles | Approx 6 miles |
Property Type | Retail | Retail | Retail | Retail | Retail |
Year Built / Renovated | 2008 | 1994 | 1995 | 1989 | 1985 |
Total Occupancy | 95% | 100% | 97% | 100% | 94% |
Size (Sq. Ft.) | 163,532 | 156,399 | 366,346 | 234,823 | 138,274 |
Anchors / Major Tenants | Selectos, Capri, Walgreens | Xtra Supermarket, Kmart | Sam’s Club, Costco, Office Max | Big Kmart, Pueblo Supermarket, Walgreens | Marshall’s, Grande Supermarket |
(1) | Source: Appraisal and Rent Roll |
Plaza Los Prados Competitive Set(1) | ||||
Name | Montehiedra Town Center | Plaza Centro 2 | Plaza Escorial | Plaza Villa Blanca |
Distance from Subject | Approx 10 miles | Approx 2 miles | Approx 14 miles | Approx 2 miles |
Property Type | Retail | Retail | Retail | Retail |
Year Built / Renovated | 1999 | 1995 | 1997 | 1985 |
Total Occupancy | 99% | 97% | 100% | 94% |
Size (Sq. Ft.) | 610,911 | 366,346 | 636,415 | 138,274 |
Anchors / Major Tenants | Kmart, Home Depot, Caribbean Cinemas, Mega Marshall’s | Sam’s Club, Costco, Office Max | Sam's Club, WalMart, Home Depot, Caribbean Cinemas, Office Max | Marshall’s, Grande Supermarket |
(1) | Source: Appraisal |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
Manati Centro Plaza Competitive Set(1) | |||||
Name | Plaza Isabela SC | Plaza Vega Baja SC | Rexville Plaza | Rexville Towne Center | Western Plaza II SC |
Distance from Subject | Approx 38 miles | Approx 10 miles | Approx 30 miles | Approx 30 miles | Approx 50 miles |
Property Type | Retail | Retail | Retail | Retail | Retail |
Year Built / Renovated | 1994 | 1990 | 1980 | 1975 | 1998 |
Total Occupancy | 99% | 95% | 71% | 96% | 97% |
Size (Sq. Ft.) | 255,520 | 184,938 | 132,309 | 366,400 | 224,655 |
Anchors / Major Tenants | WalMart, Selectos, Pep Boys, Caribbean Cinemas | WalMart, Econo Supermarket, Walgreens | Capri, CVS, Western Auto Parts | Supermercado Amigo, Office Max | Caribbean Cinemas, Sam’s Club, Pep Boys |
(1) | Source: Appraisal |
University Plaza Competitive Set(1) | |||||
Name | Manati Centro Plaza | Plaza Del Oeste SC | Plaza Isabela SC | Western Plaza II SC | Yauco Plaza 2 |
Distance from Subject | Approx 55 miles | Approx 18 miles | Approx 22 miles | Approx 1 miles | Approx 28 miles |
Property Type | Retail | Retail | Retail | Retail | Retail |
Year Built / Renovated | 2001 | 1991 | 1994 | 1998 | N/A |
Total Occupancy | 95% | 99% | 99% | 97% | 100% |
Size (Sq. Ft.) | 134,685 | 184,746 | 255,250 | 224,655 | 205,714 |
Anchors / Major Tenants | Marshall's, Capri, Gatsby | Kmart, Pueblo Supermarket | WalMart, Selectos, Pep Boys, Caribbean Cinemas | Caribbean Cinemas, Sam's Club, Pep Boys | Kmart, Walgreens, Grande Supermarket |
(1) | Source: Appraisal and Rent Roll |
Cash Flow Analysis.
Cash Flow Analysis | ||||||
2009 | 2010 | T-12 10/31/11 | U/W | U/W PSF | ||
Base Rent(1) | $6,736,219 | $6,434,525 | $6,764,521 | $7,573,089 | $13.66 | |
Value of Vacant Space | 0 | 0 | 0 | 811,205 | 1.46 | |
Gross Potential Rent | $6,736,219 | $6,434,525 | $6,764,521 | $8,384,294 | $15.12 | |
Total Recoveries | 2,125,693 | 2,169,553 | 2,331,883 | 2,471,049 | 4.46 | |
Total Other Income | 305,091 | 289,192 | 335,265 | 302,750 | 0.55 | |
Less: Vacancy(2) | 0 | 0 | 0 | (1,119,387) | (2.02) | |
Effective Gross Income | $9,167,003 | $8,893,270 | $9,431,669 | $10,038,706 | $18.10 | |
Total Operating Expenses | 2,677,040 | 2,745,030 | 2,952,747 | 3,116,456 | 5.62 | |
Net Operating Income | $6,489,963 | $6,148,240 | $6,478,922 | $6,922,251 | $12.48 | |
TI/LC | 399 | 599 | 3,787 | 241,081 | 0.43 | |
Capital Expenditures | 16,870 | 22,596 | 12,135 | 166,347 | 0.30 | |
Net Cash Flow | $6,472,694 | $6,125,045 | $6,463,000 | $6,514,823 | $11.75 | |
(1) | U/W Base Rent includes $143,176 in contractual step rent through November 2012. |
(2) | U/W vacancy of 10.0% of gross income. |
Property Management. The Puerto Rico Retail Portfolio Properties are managed by The Sembler Company of Puerto Rico, Inc. Affiliates of The Sembler Company of Puerto Rico, Inc. sold the Puerto Rico Retail Portfolio Properties to the borrowers. Additionally, Greg and Brent Sembler, members of The Sembler Company of Puerto Rico, Inc. collectively own a 30% indirect interest in the borrowers.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
39
Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
Lockbox / Cash Management. The Puerto Rico Retail Portfolio Loan is structured with a hard lockbox and in place cash management.
Additionally, all excess cash will be swept into a lender controlled account (i) upon the occurrence of an event of default, (ii) if the debt service coverage ratio for the trailing 12-month period is less than 1.20x, or (iii) if any tenant occupying more than 20% of the Puerto Rico Retail Properties (either physical or economic occupancy) goes dark, notifies of intent to vacate or surrender, becomes insolvent or files for bankruptcy protection. If the excess cash flow sweep resulted from item (ii) above, then the borrower may exit the excess cash flow sweep (but not cash management) once during the loan term upon the Puerto Rico Retail Portfolio Properties achieving a debt service coverage ratio of 1.45x or better for two consecutive quarters and no other sweep trigger event has occurred.
Initial Reserves. At closing, the borrower deposited (i) $128,080 into a tax reserve account, (ii) $121,141 into the required repair reserve account and (iii) $69,375 into the Tank Permit reserve account to cover the estimated cost to obtain the required permits for above ground storage tanks at the Puerto Rico Retail Portfolio Properties to be in compliance with Junta de Calidad Ambiental (Environmental Quality Board).
Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $42,693 into a monthly tax reserve account, (ii) $13,862 into a replacement reserve account and (iii) $19,407 into a TI/LC reserve account. The TI/LC reserve account is capped at $825,000. Insurance is currently covered under a blanket policy. In the event that the Puerto Rico Retail Portfolio Properties are required to be insured under individual policies in the future, insurance reserves will be taken on an ongoing monthly basis.
Current Mezzanine or Subordinate Indebtedness. In conjunction with the origination of the Puerto Rico Retail Portfolio Loan, Ladder Capital Finance LLC provided $15,000,000 of co-terminus mezzanine financing. The mezzanine loan borrower is required to make interest only payments for the full ten-year term of the mezzanine loan. The mezzanine loan bears interest at an annual rate of 11.0% for the first five years and 12.0% for the last five years.
Future Mezzanine or Subordinate Indebtedness Permitted. None
Partial Release. A vacant land parcel of 2,315.0251 square meters located at the northwest corner of the Juncos Plaza property (the “Juncos Release Parcel”) may be released from the collateral subject to a paydown of the Puerto Rico Retail Portfolio Loan in the amount equal to the greater of (i) the gross sales proceeds of the sale for the Juncos Release Parcel less actual closing costs not to exceed 6.0% of such gross sales proceeds, and (ii) $660,000, and upon payment of the applicable yield maintenance premium as determined by the related loan documents. No other partial releases are permitted during the term of the Puerto Rico Retail Portfolio Loan.
Substitution of Properties. None permitted.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
40
Various, PR | Collateral Asset Summary Puerto Rico Retail Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $57,750,000 67.6% 1.59x 12.0% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
41
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
42
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller(1): | GACC | Single Asset / Portfolio: | Portfolio of 12 Properties | ||||
Loan Purpose: | Refinance | Property Type: | Office, Retail and Industrial | ||||
Sponsor: | Allen R. Hartman; Hartman Income REIT, Inc. | Collateral: | Fee Simple | ||||
Borrower: | Hartman Income REIT Property Holdings, LLC | Location: | Various, TX | ||||
Original Balance(2): | $56,514,846 | Year Built / Renovated: | 1970-1984 / Various | ||||
Cut-off Date Balance(2): | $56,514,846 | Total Sq. Ft.: | 1,638,830 | ||||
% by Initial UPB: | 6.00% | Property Management: | Hartman Income REIT Management, LLC | ||||
Interest Rate: | 6.50% | Underwritten NOI: | $7,074,166 | ||||
Payment Date: | 1st of each month | Underwritten NCF: | $5,841,945 | ||||
First Payment Date: | 1-Nov-08 | “As-is” Appraised Value: | $90,200,000 | ||||
Maturity Date: | 1-Oct-18 | “As-is” Appraisal Date: | May-July 2011 | ||||
Amortization(3): | 360 months | “As Stabilized” Appraised Value(5): | $96,540,000 | ||||
Additional Debt(2): | $10,000,000 Non-Pooled Junior Trust Component | “As Stabilized” Appraisal Date(5): | July 2012-May 2014 | ||||
Call Protection: | YM1(117), O(3) | ||||||
Lockbox / Cash Management: | None | Historical NOI | |||||
TTM NOI: | $7,755,639 (T-12 October 31, 2011) | ||||||
Reserves(4) | 2010 NOI: | $8,824,245 (December 31, 2010) | |||||
Initial | Monthly | 2009 NOI: | $8,834,836 (December 31, 2009) | ||||
None | NAP | NAP | 2008 NOI: | $7,169,586 (December 31, 2008) | |||
Financial Information | Historical Occupancy | ||||||
Mortgage Loan | Total Debt | Current Occupancy: | 70.5% (November 14, 2011) | ||||
Cut-off Date Balance / Sq. Ft.: | $34 | $41 | 2010 Occupancy: | 71.6% (December 31, 2010) | |||
Balloon Balance / Sq. Ft.: | $31 | $37 | 2009 Occupancy: | 76.8% (December 31, 2009) | |||
Cut-off Date LTV: | 62.70% | 73.70% | 2008 Occupancy: | 82.6% (December 31, 2008) | |||
Balloon LTV: | 56.50% | 66.40% | (1) At origination in September 2008, J. P. Morgan Investment Management Inc. | ||||
Underwritten NOI DSCR: | 1.62x | 1.38x | funded a loan with an original principal balance of $67.6 million. | ||||
Underwritten NCF DSCR: | 1.34x | 1.14x | GACC purchased the loan in June 2011. | ||||
Underwritten NOI Debt Yield: | 12.50% | 10.60% | (2) The Hartman Portfolio Loan has been split into a pooled senior trust component | ||||
Underwritten NCF Debt Yield: | 10.30% | 8.80% | of approximately $56.5 million and a non-pooled junior trust component of $10.0 million. | ||||
The $56,514,846 balance represents the original Total Debt of | |||||||
$67,600,000 amortized down to $66,514,846, less the $10,000,000 Non-Pooled | |||||||
Junior Trust Component. See “Current Mezzanine or Subordinate | |||||||
Indebtedness” herein. | |||||||
(3) The Hartman Portfolio Loan was structured with an initial 2-year interest only | |||||||
period that expired after the payment date in October 2010. | |||||||
(4) The lender may require, in its discretion, monthly deposits of 1/12 of 110% of | |||||||
the annual insurance premiums and taxes due. | |||||||
(5) The “As Stabilized” Cut-off Date LTV is 58.5% based on the Mortgage Loan | |||||||
amount and certain properties achieving stabilized occupancy levels. Total Debt | |||||||
As Stabilized Cut-off Date LTV is 68.9%. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
43
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Property Name | Location | Sq. Ft. | Year Built / Renovated | Allocated Mortgage Loan Amount | Appraised Value |
Westheimer Central Plaza | Houston, TX | 182,506 | 1982 / NAP | $9,397,628 | $14,750,000 |
The Preserve | Houston, TX | 218,689 | 1970 / NAP | 6,881,402 | 10,000,000 |
North Central Plaza | Dallas, TX | 198,374 | 1982 / NAP | 6,112,582 | 13,000,000 |
Walzem Plaza | San Antonio, TX | 182,713 | 1981 / NAP | 5,790,096 | 11,560,000 |
3100 Timmons Lane | Houston, TX | 111,265 | 1975 / 2000 | 4,560,381 | 10,750,000 |
One Mason Plaza | Katy, TX | 75,183 | 1983 / NAP | 4,359,243 | 6,900,000 |
Northbelt Atrium I | Houston, TX | 118,461 | 1980 / NAP | 4,250,177 | 3,350,000 |
Park Central | Dallas, TX | 127,913 | 1974 / NAP | 3,892,502 | 6,000,000 |
Northbelt Atrium II | Houston, TX | 106,677 | 1983 / NAP | 3,653,721 | 2,800,000 |
11811 North Freeway | Houston, TX | 156,361 | 1982 / 2000 | 3,477,462 | 4,500,000 |
Tower Pavilion | Houston, TX | 87,589 | 1981 / NAP | 2,359,532 | 3,550,000 |
Central Park Business Center | Richardson, TX | 73,099 | 1984 / NAP | 1,780,118 | 3,040,000 |
Total / Wtd. Avg. | 1,638,830 | $56,514,846 | $90,200,000 |
Tenant Summary | ||||||||||||
Tenant | Property | Ratings (Fitch/Moody’s/S&P)(1) | Net Rentable Area (Sq. Ft.) | % of Net Rentable Area | U/W Base Rent PSF | % of Total U/W Base Rent | Lease Expiration | |||||
Alon USA Energy, Inc. | Park Central | NR/NR/B | 41,969 | 2.60% | $17.70 | 4.50% | 12/31/2012 | |||||
Harris County Sheriff’s Department | Northbelt Atrium I | NR/NR/NR | 27,303 | 1.70% | $14.57 | 2.40% | 6/30/2020 | |||||
Fallas Paredes / J & M Sales | Walzem Plaza | NR/NR/NR | 25,000 | 1.50% | $5.00 | 0.80% | 7/31/2018 | |||||
F.E.S. Management | Westheimer Central Plaza | NR/NR/NR | 20,565 | 1.30% | $18.00 | 2.20% | MTM(2) | |||||
Harbor Freight Tools | Walzem Plaza | NR/NR/NR | 18,125 | 1.10% | $5.52 | 0.60% | 1/31/2017 | |||||
Total Major Tenants | 132,962 | 8.10% | $13.05 | 10.40% | ||||||||
Remaining Tenants | 1,023,017 | 62.40% | $14.55 | 89.60% | ||||||||
Total Occupied Collateral | 1,155,979 | 70.50% | $14.38 | 100.00% | ||||||||
Vacant | 482,851 | 29.50% | ||||||||||
Total | 1,638,830 | 100.00% | ||||||||||
(1) | Certain ratings are those of the parent company whether or not the parent company guarantees the lease. |
(2) | F.E.S. Management has been at the property since July 2003 and has been on a MTM lease since March 2008. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
44
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Lease Rollover Schedule | ||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent |
MTM | 33 | 73,523 | 4.5% | 73,523 | 4.5% | $16.15 | 7.1% | 7.1% |
2012 | 65 | 201,252 | 12.3% | 274,775 | 16.8% | $16.46 | 19.9% | 27.1% |
2013 | 74 | 200,926 | 12.3% | 475,701 | 29.0% | $14.36 | 17.4% | 44.4% |
2014 | 43 | 128,162 | 7.8% | 603,863 | 36.8% | $15.15 | 11.7% | 56.1% |
2015 | 62 | 184,920 | 11.3% | 788,783 | 48.1% | $14.97 | 16.7% | 72.8% |
2016 | 52 | 146,366 | 8.9% | 935,149 | 57.1% | $15.05 | 13.3% | 86.0% |
2017 | 16 | 106,918 | 6.5% | 1,042,067 | 63.6% | $11.33 | 7.3% | 93.3% |
2018 | 11 | 36,969 | 2.3% | 1,079,036 | 65.8% | $7.49 | 1.7% | 95.0% |
2019 | 2 | 6,628 | 0.4% | 1,085,664 | 66.2% | $16.67 | 0.7% | 95.6% |
2020 | 6 | 50,753 | 3.1% | 1,136,417 | 69.3% | $13.78 | 4.2% | 99.9% |
2021 | 0 | 0 | 0.0% | 1,136,417 | 69.3% | $0.00 | 0.0% | 99.9% |
2022 | 0 | 0 | 0.0% | 1,136,417 | 69.3% | $0.00 | 0.0% | 99.9% |
Thereafter | 13 | 19,562 | 1.2% | 1,155,979 | 70.5% | $1.21 | 0.1% | 100.0% |
Vacant | NAP | 482,851 | 29.5% | 1,638,830 | 100.0% | NAP | NAP | |
Total / Wtd. Avg. | 377 | 1,638,830 | 100.0% | $14.38 | 100.0% |
The Loan. The Hartman Portfolio loan (the “Hartman Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 1,638,830 square foot portfolio of office, retail and industrial properties located in Harris, Dallas, and Bexar counties in Texas (the “Hartman Portfolio Properties”). The Hartman Portfolio Loan was originated by an affiliate of J.P. Morgan Investment Management Inc. in September 2008 with an original principal balance of $67.6 million, and subsequently acquired by GACC in June 2011. The Hartman Portfolio Loan has a 10-year term and currently amortizes on a 30-year schedule, as the 24-month interest only period expired after the October 2010 payment. The Hartman Portfolio Loan accrues interest at a fixed rate equal to 6.5000% and has a Cut-off Date Balance of approximately $56.5 million, along with a non-pooled junior trust component with a Cut-off Date Balance of $10.0 million. Loan proceeds were used to retire existing debt of approximately $52.8 million, giving the borrower a cash out of approximately $13.3 million. Based on the “As-is” appraised value of $90.2 million as of May 2011 through July 2011, the Cut-off Date LTV is 62.7% based on the pooled senior trust amount, 73.7% based on the Total Debt amount and the remaining implied equity is $22.6 million. Based on the “As Stabilized” appraised value of $96.54 million as of July 2012 to May 2014, the “As Stabilized” Cut-off Date LTV is 58.5% based on the pooled senior trust amount and 68.9% based on the Total Debt amount. The most recent prior financing for the Hartman Portfolio Properties was not included in a securitization.
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Mortgage Loan | $57,600,000 | 85.2% | Loan Payoff | $52,841,825 | 78.2% | |
Non-Pooled Junior Trust Component | $10,000,000 | 14.8% | Closing Costs | 1,429,967 | 2.1% | |
Borrower Cash Out | 13,328,208 | 19.7% | ||||
Total Sources | $67,600,000 | 100.0% | Total Uses | $67,600,000 | 100.0% |
The Borrower / Sponsor. The borrower, Hartman Income REIT Property Holdings, LLC, is a single purpose Delaware limited liability company. The borrower does not have independent directors in its organizational structure, but is required to obtain lender consent for material actions. The sponsor of the borrower and the nonrecourse carve-out guarantor is Allen R. Hartman and Hartman Income REIT, Inc., jointly and severally.
Hartman Income REIT, Inc. is a Real Estate Investment Trust founded in 1983 by Allen R. Hartman. Hartman Income REIT, Inc. owns and/or manages 31 properties with 4.2 million square feet of office, industrial and retail space located in Houston, Dallas and San Antonio, Texas. As of Q1 2011, Hartman Income REIT, Inc. reported total assets of $115.2 million and total shareholders’ equity $31.8 million. Allen R. Hartman is the President, Chief Executive Officer and Chairman of the Board of Directors of Hartman Income REIT, Inc. Allen R. Hartman, as well as his wholly owned affiliates, holds a 20.4% interest in the securities of Hartman Income REIT, Inc. and its subsidiaries.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
45
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
The Properties. The Hartman Portfolio Properties consist of 12 properties totaling 1,638,830 square feet, and located in Houston, Dallas, San Antonio, Katy and Richardson, Texas. The collateral consists of nine Class B office buildings that total 1,307,835 square feet (79.8% of Total Sq. Ft. and 85.0% of Annual U/W Base Rent), two retail properties that total 257,896 square feet (15.7% of Total Sq. Ft. and 12.8% of Annual U/W Base Rent) and one industrial property that totals 73,099 square feet (4.5% of Total Sq. Ft. and 2.2% of Annual U/W Base Rent). Overall, the Hartman Portfolio Properties are 70.5% leased to approximately 380 tenants as of November 14, 2011.
Westheimer Central Plaza (11.1% of Portfolio NRA, 14.8% of Annual U/W Base Rent) is a 182,506 square foot Class B office property located 12 miles west of the Houston CBD in the Westchase District. Westheimer Central was built in 1982 and is 71.2% leased to 38 tenants as of November 14, 2011. The top three tenants are F.E.S. Management, Lifestyles Unlimited, Inc. and Triple Point Technology, Inc., which make up 24.3% of the property NRA.
The Preserve (13.3% of Portfolio NRA, 14.0% of Annual U/W Base Rent) is a 218,689 square foot Class B office property consisting of seven low-rise buildings located 10 miles west of the Houston CBD. The Preserve was built in 1970 and is 78.3% leased to 82 tenants as of November 14, 2011. The top three tenants are General Welding Works, Pacific Industrial Contractor Screening and The Reyna Group, which make up 10.5% of the property NRA.
North Central Plaza (12.1% of Portfolio NRA, 15.2% of Annual U/W Base Rent) is a 198,374 square foot, 10-story Class B office building located approximately 10 miles north of the Dallas CBD. North Central Plaza was built in 1982, and is 75.7% leased to 40 tenants as of November 14, 2011. The top three tenants are Allied Interstate, Inc. d/b/a Iqor, Inc., Pyke & Pyke, P.C. and Prosperity Bank, which make up 17.9% of the property NRA. The property also includes a four-story parking garage. Its location along U.S. Highway 75 (North Central Expressway) and Interstate Highway 635 (LBJ Freeway) offer access to DFW International Airport, Love Field Airport, and the Dallas CBD.
Walzem Plaza (11.1% of Portfolio NRA, 7.7% of Annual U/W Base Rent) is a 182,713 square foot community retail center located approximately 7 miles from the San Antonio CBD and approximately 4 miles from the San Antonio International Airport. Walzem Plaza was built in 1981, and is 79.9% leased to 29 tenants as of November 14, 2011. The top three tenants are Fallas Paredes / J & M Sales, Harbor Freight Tools and 99 Cent Only Store, which make up 33.4% of the property NRA. The immediate area surrounding Walzem Plaza consists mainly of retail and single-family residential properties.
3100 Timmons Lane (6.8% of Portfolio NRA, 11.5% of Annual U/W Base Rent) is a 111,265 square foot, five-story Class B office building located approximately six miles west of the Houston CBD. 3100 Timmons was built in 1975, renovated in 2000 and is 94.6% leased to 33 tenants as of November 14, 2011. The top three tenants are The Methodist Hospital, Techcess Solutions, Inc. and RWS Architects, Inc., which make up 22.5% of the property NRA. There is a minimal amount of vacant land in the immediate neighborhood, which is considered to be approximately 95% built-out.
One Mason Plaza (4.6% of Portfolio NRA, 5.1% of Annual U/W Base Rent) is a 75,183 square foot neighborhood retail center located in the city of Katy, approximately 25 miles southwest of the Houston CBD. One Mason Plaza Shopping Center was built in 1983 and is 82.1% leased to 23 tenants as of November 14, 2011. The top three tenants are El Mene, Inc. d/b/a Einstein's Pub, Katy Quilt N' Sew, Inc. and Alsafa Imports, Inc., which make up 24.6% of the property NRA. The immediate area surrounding the subject is an area of development, consisting primarily of residential uses with much of the development being built from 1999 to the present.
Northbelt Atrium I (7.2% of Portfolio NRA, 5.9% of Annual U/W Base Rent) is a 118,461 square foot office building, built in 1980 and is 57.5% leased to 19 tenants as of November 14, 2011. The top three tenants are Harris County Sheriff's Department, Tradenet Enterprise, Inc. and Alhlers & Stoll P.C., which make up 30.4% of the property NRA. Northbelt Atrium II (6.5% of Portfolio NRA, 1.7% of Annual U/W Base Rent) is a 106,677 square foot Class B office building, built in 1983 and is 16.1% leased to four tenants as of November 14, 2011. The top three tenants are Leschaco Inc., USA-General Services Administration and Mothers Against Drunk Driving, which make up 13.7% of the property NRA. Both properties are located in the northern Houston MSA, across the street from each other. The properties are located in close proximity to the George Bush Intercontinental Airport, within an energy sector known as Greenspoint. The two properties had previously been largely occupied by Baker Hughes, the world’s third largest oil field services company. Baker Hughes had been a tenant at these properties since 1989 during which time they once occupied approximately 37% of the total square feet at Northbelt Atrium I and approximately 60% of the square feet at Northbelt Atrium II, a total of approximately 107,850 square feet at both properties. Baker Hughes undertook development of an office building in North Houston for the stated purpose of consolidating a number of Houston area office locations, and relocated various Houston area offices, including the offices at Northbelt Atrium I and II.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Park Central (7.8% of Portfolio NRA, 10.0% of Annual U/W Base Rent) is a 127,913 square foot, eight-story Class B office building located in north Dallas County, approximately 10 miles north of the Dallas CBD, near the intersection of LBJ Freeway and North Central Expressway. Park Central was built in 1974 and is 85.4% leased to 29 tenants of November 14, 2011. The top three tenants are Alon USA Energy, Inc., Always Home Health Services, Inc. and Saturn Learning Solutions, which make up 42.9% of the property NRA. Its location offers access to DFW International Airport, Love Field Airport, and the Dallas CBD.
11811 North Freeway (9.5% of Portfolio NRA, 6.0% of Annual U/W Base Rent) is a 156,361 square foot, nine-story Class B office property located in the northern Houston MSA. 11811 North Freeway was built in 1982, renovated in 2000, and is 50.9% leased to 39 tenants as of November 14, 2011. The top three tenants are Meridian Business Centers SW Partners LP, Wisco Inc. and Naca Logistics, which make up 21.3% of the property NRA. The property is located in close proximity to the George Bush Intercontinental Airport, within an energy sector known as Greenspoint. FMA Alliance, a Houston based collection agency, occupied 41,258 square feet of office space (approximately 26.4% of property NRA) and moved out in the second half of 2010 when their lease expired.
Tower Pavilion (5.3% of Portfolio NRA, 5.9% of Annual U/W Base Rent) is a 87,589 square foot, six-story Class B office property located eight miles southwest of the Houston CBD. Tower Pavilion was built in 1981 and is 80.8% leased to 38 tenants as of November 14, 2011. The top three tenants are Hartman Management, Unity Church and Busby & Associates, which make up 26.1% of the property NRA. The property has a structured parking garage attached to the building and is located one block south of the Westheimer Central property.
Central Park Business Center (4.5% of Portfolio NRA, 2.2% of Annual U/W Base Rent) is a 73,099 square foot industrial property located in the city of Richardson, approximately 15 miles north of the Dallas CBD. Central Park Business Center was built in 1984 and is 63.7% leased to 5 tenants as of November 14, 2011. The top three tenants are Sipera Systems, Inc., Adolfson & Peterson and USA Signal Technology, LLC, which make up 54.4% of the property NRA.
Environmental Matters. The Phase I environmental reports dated June 29, 2011 recommended no further action at the Westheimer Central Plaza, North Central Plaza, One Mason Plaza, Northbelt Atrium II, Tower Pavilion and Central Park Business Center Properties. An Asbestos Operation and Maintenance Plan was recommended at The Preserve, 3100 Timmons, Northbelt Atrium I, and Park Central Properties, which is already in place. Routine maintenance was recommended at Walzem Plaza (replacing mold-impacted ceiling tiles) and 11811 North Freeway (installment of a secondary containment beam or similar structure around the on-site 130-gallon AST).
The Market. The Hartman Portfolio Properties are located throughout five cities in Texas. Seven properties (59.9% of Total Sq. Ft.) are located in Houston, two properties are located in Dallas (19.9% of Total Sq. Ft.) and the remaining three properties are located in San Antonio (11.1% of Total Sq. Ft.), Katy (4.6% of Total Sq. Ft.) and Richardson (4.5% of Total Sq. Ft.). A summary of submarket rental rates and occupancy information is presented in the following chart. Average market lease rates and occupancy percentages are presented in the chart below.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Hartman Portfolio Market Comparison | ||||||||
CoStar Property Type(1) | Occupancy | Rental Rate PSF | ||||||
Property Name | City | CoStar Submaket(1) | Phys.(2) | U/W | Mkt.(1) | U/W | Mkt. (1) | |
Westheimer Central Plaza | Houston, TX | Class B Office | Westchase | 71.2% | 71.1% | 85.8% | $19.00 | $18.22 |
The Preserve | Houston, TX | Class B Office | North Loop West | 78.3% | 78.6% | 76.4% | $13.60 | $16.33 |
North Central Plaza | Dallas, TX | Class B Office | East LBJ Freeway | 75.7% | 76.7% | 75.9% | $16.80 | $16.03 |
Walzem Plaza | San Antonio, TX | Retail Shopping Center | Northeast | 79.9% | 80.4% | 88.9% | $8.80 | $11.29 |
3100 Timmons Lane | Houston, TX | Class B Office | Greenway Plaza | 94.6% | 94.8% | 91.6% | $18.12 | $22.38 |
One Mason Plaza | Katy, TX | Retail Shopping Center | Far Katy South Ret | 82.1% | 82.2% | 91.5% | $13.71 | $18.97 |
Northbelt Atrium I | Houston, TX | Class B Office | Greenspoint/IAH | 57.5% | 57.6% | 87.1% | $14.50 | $16.67 |
Park Central | Dallas, TX | Class B Office | East LBJ Freeway | 85.4% | 86.3% | 75.9% | $15.21 | $16.03 |
Northbelt Atrium II | Houston, TX | Class B Office | Greenspoint/IAH | 16.1% | 16.1% | 87.1% | $16.01 | $16.67 |
11811 North Freeway | Houston, TX | Class B Office | Greenspoint/N Belt West | 50.9% | 51.2% | 80.7% | $12.53 | $15.32 |
Tower Pavilion | Houston, TX | Class B Office | Richmond/Fountainview | 80.8% | 81.1% | 89.5% | $13.82 | $15.97 |
Central Park Business Center | Richardson, TX | Flex Industrial | Richardson Ind | 63.7% | 62.4% | 75.8% | $7.69 | $8.48 |
Total / Wtd. Avg. | 70.5% | 71.4% | 83.0% | $14.38 | $16.03 |
(1) | Market information is based on Q3 2011 CoStar Reports, and represents submarket Occupancy and Rent Rates PSF. |
(2) | Physical Occupancy based on the rent rolls dated November 14, 2011. |
Houston Market
Fueled by high energy prices, Houston’s economy grew steadily in 2011, with job growth more than doubling the national average. Total employment gained nearly 70,000 new jobs from November 2010 to November 2011, largely supported by the professional and business services. Houston is home to the headquarters of over 20 Fortune 500 companies, with the large majority being in the energy sector. According to CoStar Q3 2011, the Houston office market’s inventory totaled in excess of 265 million square feet within over 5,400 buildings. Its current inventory is represented by 107.1 million square feet of Class A space, 118.5 million square feet of Class B space and 40.0 million square feet of Class C space. Direct vacancy for the overall Houston office market was 13.3% with the average quoted rental rate at $22.77 PSF. Direct vacancy for Class B properties in the Houston office market was 14.0% with the average quoted rental rate at $19.22 PSF.
Houston’s retail inventory consists mainly of shopping centers (including neighborhood, community, and strip centers) and general retail. Malls (11%) and power centers (6%) make up a small portion of the retail stock in Houston. Shopping center vacancies peaked in Q4 2008 at 12.3% and have fallen by approximately 2.5% since then. According to CoStar Q3 2011, direct vacancy for the Houston retail market was 6.9%, and has ranged between 6.9% and 8.7% since 2007. The Q3 2011 average quoted rental rate for Houston retail was $14.48 PSF.
Dallas/Fort Worth Market
According to the U.S. Bureau of Labor Statistics, Dallas Fort Worth has added more than 80,000 jobs since November 2010, one of the largest nominal gains of any metro area in the U.S. The Dallas/Fort Worth metro is home to a number of corporate headquarters in a variety of industry sectors, as a result employment growth here is not solely reliant on any singular sector. The Dallas forecast is positive as a result of strengthening national demand and growth in the IT industry. According to CoStar Q3 2011, the Dallas/Fort Worth office market’s inventory totaled approximately 336.1 million square feet within over 9,800 buildings. Its current inventory is represented by 120.8 million square feet of Class A space, 164.9 million square feet of Class B space and 50.5 million square feet of Class C space. Direct vacancy for the overall Dallas/Fort Worth office market was 16.7%, with the average quoted rental rate at $19.22 PSF. Direct vacancy for Class B properties in the Dallas/Fort Worth office market was 17.4%, with the average quoted rental rate at $17.57 PSF.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Key market indicators in the 1st quarter of 2011 signify that recovery continues to move forward at a moderate pace in the Dallas/Fort Worth industrial market. After first experiencing a wave of recovery at the end of 2010 with marked improvements in absorption, vacancy rates and overall economic conditions, the market has shown no signs of slowing down. Considering the recent trends in absorption and the lack of new construction, the local market area is projected to maintain a stabilized occupancy position. According to CoStar Q3 2011, the Dallas/Fort Worth industrial market’s inventory totaled approximately 764.7 million square feet within approximately 19,000 buildings. Its current inventory is represented by 140.3 million square feet of Flex space and 624.4 million square feet of warehouse space. Direct vacancy for the Dallas/Fort Worth market was 10.5% with the average quoted rental rate at $4.32 PSF.
San Antonio Retail Market
PPR projects San Antonio to have some of the strongest employment growth in the nation exceeding 2.0% per year through 2015, and boding well for in-migration, population growth, and retail sales growth here. Strong retail demand drivers coupled with very limited supply should result in a decline in vacancies. San Antonio also maintains a burgeoning tourism industry, which will bolster above-average retail sales per capita. According to CoStar Q3 2011, the San Antonio retail market’s inventory totaled in excess of 123.4 million square feet within over 11,800 buildings. Its current inventory is represented by 59.5 million square feet of general retail space, 14.7 million square feet of mall space, 6.2 million square feet of power center space, and 43.1 million square feet of specialty and shopping center space. Direct vacancy for the San Antonio retail market was 6.5% with the average quoted rental rate at $14.25 PSF.
Cash Flow Analysis.
Cash Flow Analysis | ||||||
2009 | 2010 | T-12 10/31/2011 | U/W | U/W PSF | ||
Base Rent(1) | $19,355,695 | $18,916,707 | $16,418,858 | $16,915,297 | $10.32 | |
Value of Vacant Space | 0 | 0 | 0 | 7,250,666 | 4.42 | |
Gross Potential Rent | $19,355,695 | $18,916,707 | $16,418,858 | $24,165,962 | $14.75 | |
Total Recoveries | 1,479,976 | 1,240,763 | 1,391,373 | 807,022 | 0.49 | |
Total Other Income | 399,640 | 389,891 | 383,371 | 394,692 | 0.24 | |
Credit Loss | (193,795) | (608,846) | 355,484 | 0 | 0.00 | |
Less: Vacancy(2) | 0 | 0 | 0 | (7,250,666) | (4.42) | |
Effective Gross Income | $21,041,517 | $19,938,515 | $18,549,086 | $18,117,011 | $11.05 | |
Total Operating Expenses | 12,206,681 | 11,114,270 | 10,793,447 | 11,042,844 | 6.74 | |
Net Operating Income | $8,834,836 | $8,824,245 | $7,755,639 | $7,074,166 | $4.32 | |
TI/LC | 0 | 0 | 0 | 904,455 | 0.55 | |
Capital Expenditures | 0 | 0 | 0 | 327,766 | 0.20 | |
Net Cash Flow | $8,834,836 | $8,824,245 | $7,755,639 | $5,841,945 | $3.56 | |
(1) | U/W Base Rent includes $295,890 in contractual step rent through December 2012. |
(2) | Underwritten vacancy of 28.6% of gross income, compared to Q3 2011 overall market vacancy of 17.0%. |
Property Management. The Hartman Portfolio Properties are managed by Hartman Income REIT Management, LLC, a borrower affiliate.
Lockbox / Cash Management. None.
Initial Reserves. None.
Ongoing Reserves. None. The lender may require, in its discretion, monthly reserves of one-twelfth of one-hundred ten percent of the annual amounts due for insurance premiums and taxes.
Current Mezzanine or Subordinate Indebtedness. The Hartman Portfolio Loan will be divided into a “Pooled Senior Trust Component” having a Cut-off Date Balance of $56,514,846 and a “Non-Pooled Junior Trust Component” having a Cut-off Date Balance of $10,000,000.
Future Mezzanine or Subordinate Indebtedness Permitted. None
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
49
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
Partial Release. At any time prior to two years before the Hartman Portfolio Loan maturity date, any one individual property may be released from the lien upon satisfaction of each of the following conditions, including but not limited to: (a) prior written notice specifying the release property and the date on which the partial prepayment of the Hartman Portfolio Loan is to be made; (b) payment to lender of the specified release price, which is 115% of the allocated loan amount for each property; (c) payment of the partial payment make-whole amount if the release occurs at least 90 days before the stated maturity date; (d) payment of all lender’s costs and expenses incurred in connection with the release; (e) the debt service coverage ratio for the loan after the release is equal to or greater than 1.90x; and (f) receipt of evidence reasonably satisfactory to lender that borrower is solvent and will not be rendered insolvent by the release of the property.
Substitution of Properties. None permitted.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
50
Various, TX | Collateral Asset Summary Hartman Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $56,514,846 62.7% 1.34x 12.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | ||||
Loan Purpose: | Acquisition | Property Type: | Office / Data Center | ||||
Sponsor: | Carter/Validus Operating Partnership, LP | Collateral: | Fee Simple / Leasehold | ||||
Borrower: | DC-180 Peachtree, LLC | Location: | Atlanta, GA | ||||
Original Balance: | $55,000,000 | Year Built / Renovated: | 1927 / 2000 | ||||
Cut-off Date Balance: | $54,888,798 | Total Sq. Ft.(3): | 350,267 | ||||
% by Initial UPB: | 5.80% | Property Management: | Carter Validus Real Estate Management Services, LLC | ||||
Interest Rate: | 5.93% | Underwritten NOI: | $6,782,969 | ||||
Payment Date: | 6th of each month | Underwritten NCF: | $6,352,551 | ||||
First Payment Date: | 6-Feb-12 | Appraised Value: | $95,000,000 | ||||
Maturity Date: | 6-Jan-22 | Appraisal Date: | 18-Nov-11 | ||||
Amortization: | 360 months | ||||||
Additional Debt: | None | Historical NOI | |||||
Call Protection: | L(26), D(89), O(5) | TTM NOI: | $7,364,036 (T-12 August 31, 2011) | ||||
Lockbox / Cash Management: | Hard / In Place | 2010 NOI: | $7,102,209 (December 31, 2010) | ||||
2009 NOI: | $5,638,145 (December 31, 2009) | ||||||
Reserves(1) | 2008 NOI: | $4,742,280 (December 31, 2008) | |||||
Initial | Monthly | ||||||
Taxes: | $233,781 | $51,234 | Historical Occupancy | ||||
Insurance: | $29,971 | $5,994 | Current Occupancy: | 100.0% (December 22, 2011) | |||
Replacement: | $0 | $10,763 | 2010 Occupancy: | 99.2% (December 31, 2010) | |||
TI/LC(2): | $313,289 | Springing | 2009 Occupancy: | 99.2% (December 31, 2009) | |||
Required Repairs: | $1,052,823 | NAP | 2008 Occupancy: | 77.0% (December 31, 2008) | |||
Ground Rent: | $0 | $4,792 | (1) See “Initial Reserves” herein and “Ongoing Reserves” herein. | ||||
Common Charges: | $0 | Springing | (2) Initial Reserve represents the City of Atlanta rental payments collected at closing for months | ||||
February through June 2012. See “City of Atlanta Reserve” herein. | |||||||
Financial Information | (3) Total Sq. Ft. represents the total square feet of the fee simple interest in the office and data center | ||||||
Cut-off Date Balance / Sq. Ft.: | $157 | property located at 180 Peachtree Street Northwest. It excludes the 4-story garage adjacent to the | |||||
Balloon Balance / Sq. Ft.: | $133 | 180 Peachtree Street Northwest building and the leasehold interest in the 9-story garage located at 150 | |||||
Cut-off Date LTV: | 57.80% | Carnegie Way Northwest. | |||||
Balloon LTV: | 49.00% | ||||||
Underwritten NOI DSCR: | 1.73x | ||||||
Underwritten NCF DSCR: | 1.62x | ||||||
Underwritten NOI Debt Yield: | 12.40% | ||||||
Underwritten NCF Debt Yield: | 11.60% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
Tenant Summary | |||||||||||||
Tenant | Ratings (Fitch/Moody’s/S&P)(1) | Total Sq. Ft. | % of Total Sq. Ft. | U/W Base Rent PSF | % of Total U/W Base Rent | Lease Expiration | |||||||
Level 3 Communications | B-/Caa2/B- | 158,073 | 45.1% | $24.46 | 57.5% | 5/31/2021 | |||||||
Equinix | NR/Ba2/BB- | 83,473 | 23.8% | $12.39 | 15.4% | 11/30/2023 | |||||||
City of Atlanta | NR/Aa2/A | 54,485 | 15.6% | $13.80 | 11.2% | 6/30/2037 | |||||||
Stanley Beaman Sears | NR/NR/NR | 24,728 | 7.1% | $18.68 | 6.9% | 1/31/2016 | |||||||
Time Warner Telecom | NR/B2/BB- | 17,704 | 5.1% | $26.82 | 7.1% | 6/30/2016 | |||||||
Total Major Tenants | 338,463 | 96.6% | $19.47 | 98.1% | |||||||||
Remaining Tenants | 11,804 | 3.4% | $11.04 | 1.9% | |||||||||
Total Occupied Collateral | 350,267 | 100.0% | $19.18 | 100.0% | |||||||||
Vacant | 0 | 0.0% | |||||||||||
Total | 350,267 | 100.0% | |||||||||||
(1) | Certain ratings are those of the parent company whether or not the parent company guarantees the lease |
Lease Rollover Schedule | ||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0.00 | 0.0% | 0.0% |
2016 | 3 | 54,236 | 15.5% | 54,236 | 15.5% | $19.67 | 15.9% | 15.9% |
2017 | 0 | 0 | 0.0% | 54,236 | 15.5% | $0.00 | 0.0% | 15.9% |
2018 | 0 | 0 | 0.0% | 54,236 | 15.5% | $0.00 | 0.0% | 15.9% |
2019 | 0 | 0 | 0.0% | 54,236 | 15.5% | $0.00 | 0.0% | 15.9% |
2020 | 0 | 0 | 0.0% | 54,236 | 15.5% | $0.00 | 0.0% | 15.9% |
2021 | 1 | 158,073 | 45.1% | 212,309 | 60.6% | $24.46 | 57.5% | 73.4% |
2022 | 0 | 0 | 0.0% | 212,309 | 60.6% | $0.00 | 0.0% | 73.4% |
Thereafter | 2 | 137,958 | 39.4% | 350,267 | 100.0% | $12.95 | 26.6% | 100.0% |
Vacant | NAP | 0 | 0.0% | 350,267 | 100.0% | NAP | NAP | |
Total / Wtd. Avg. | 6 | 350,267 | 100.0% | $19.18 | 100.0% |
The Loan. The 180 Peachtree Street loan (the “180 Peachtree Street Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 350,267 square foot office and data center building located at 180 Peachtree Street Northwest, the adjacent parking lot located at 171 Carnegie Way Northwest and leasehold interest in the parking structure located at 150 Carnegie Way Northwest in Atlanta, Georgia (collectively, the “180 Peachtree Street Property”) with an original principal balance of $55.0 million. The 180 Peachtree Street Loan has a 10-year term and amortizes on a 30-year schedule. The 180 Peachtree Street Loan accrues interest at a fixed rate equal to 5.930% and has a Cut-off Date Balance of approximately $54.9 million. Loan proceeds along with approximately $43.3 million from the borrower were used to acquire the property for approximately $94.8 million. Based on the appraised value of $95.0 million as of November 18, 2011, the Cut-off Date LTV is 57.8%. The most recent prior financing of the 180 Peachtree Street Property was not included in a securitization.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
Sources and Uses | ||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | |
Loan Amount | $55,000,000 | 55.9% | Acquisition of Property | $94,750,000 | 96.4% | |
Sponsor Equity | 43,337,272 | 44.1% | Closing Costs | 1,957,409 | 2.0% | |
Reserves | 1,629,863 | 1.6% | ||||
Total Sources | $98,337,272 | 100.0% | Total Uses | $98,337,272 | 100.0% |
The Borrower / Sponsor. The borrower, DC-180 Peachtree, LLC is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with at least two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is Carter/Validus Operating Partnership, LP, whose sole general partner is Carter Validus Mission Critical REIT, Inc.
Carter Validus Mission Critical REIT, Inc. (the “REIT”) is a Maryland corporation that intends to invest primarily in income-producing commercial real estate with a focus on the data center and medical sectors, net leased to investment grade and other creditworthy tenants. The REIT is a subsidiary of Carter & Associates (“Carter”), which is a full service real estate firm with over 50 years of experience in development, acquisition, asset management and reposition. Carter provides specialized site selection, brokerage services and project management for large corporations, including AT&T, Atmos Energy and Global Payments. As of December 2010, Carter has developed or managed over 13.8 million square feet of data center space in 120 projects with over $590.0 million in projects under construction. Carter currently owns, manages or leases 25 million square feet of space in 15 states.
The Property. The collateral consists of a 350,267 square foot office and data center building with a parking garage located at 180 Peachtree Street Northwest and an additional parking structure located at 150 Carnegie Way Northwest in Atlanta, Georgia. The 180 Peachtree Street Property is a 6-story building located at the corner of Peachtree and Ellis Streets in the downtown Atlanta submarket. The building consists of approximately 233,261 square feet leased to data center tenants, 25,602 square feet of leased rooftop space for placement of emergency generators and chillers, 79,213 square feet leased to office tenants and a 12,191 square foot fuel farm, which provides backup to the tenants’ generators in the event of an interruption in power supply. The adjacent parking structure at 150 Carnegie Way Northwest is partially subject to a ground lease that expires in 2055 with one 40-year extension option.
The 180 Peachtree Street Property was built in 1927 by R.H. Macy to house Davidson’s Department Store. It operated as Davidson’s for nearly 60 years until Federated Department Stores (“Federated”) changed the name to Macy’s in 1985. In 2000, Federated sold the 180 Peachtree Street Property to Taconic Investment Partners (“Taconic”). Taconic invested over $24.0 million in capital improvements into the building, which included converting the upper floors for telecom and data use. Taconic sold the building to Peachtree Carnegie LLC in 2007 and in December 2011, Carter/Validus Operating Partnership, LP acquired the 180 Peachtree Street Property.
The 180 Peachtree Street Property currently operates under a condominium structure consisting of two units, the retail unit (which includes the conference center) and the subject office unit, whereby the owners of the mortgaged 180 Peachtree Street Property control 65.5% of the votes with the remaining 34.5% controlled by the owners of the retail center and conference hall. In addition, the 180 Peachtree Street Property is served by two parking structures which are also part of the collateral. The 5-story annex garage has 153 spaces and is leased to Central Parking on a 10-year lease expiring in 2015. The main user for this garage is the Westin Hotel adjacent to the 180 Peachtree Street Property. The 9-story parking garage at 150 Carnegie Way Northwest, which is connected to the office and data center building by a pedestrian sky bridge, consists of 1,296 parking spaces, with 475 of these spaces leased to the retail center. The remaining spaces are under a management agreement with Midtown Lanier Parking, Inc. There are spaces allocated to data center tenants per lease with the balance of these spaces leased to contract users and public parking.
Environmental Matters. The Phase I environmental report dated November 1, 2011 recommended the development and implementation of an Asbestos Operation and Maintenance Plan at the 180 Peachtree Street Property, which is already in place.
Major Tenants.
Level 3 Communications (158,073 sq. ft., 45.1% of NRA, 57.5% of GPR)
Level 3 Communications (“Level 3”) initially took space at the 180 Peachtree Property in 2000 and has invested approximately $55 million ($348 PSF) in equipment and improvements to its space. The tenant uses this space for colocation, fiber traffic and its own network. As the backup location for Level 3’s main office in Colorado, the 180 Peachtree Street Property is a critical facility for Level 3. The tenant has two 10-year options to extend its current lease.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
Equinix (83,473 sq. ft., 23.8% of NRA, 15.4% of GPR)
Equinix has been in occupancy in the 180 Peachtree Street Property since 2008 and has invested $65 million ($779 PSF) into its space and will have a total of $100 million ($1,198 PSF) invested once the space is fully built out. Equinix operates in North America, South America, Europe and Asia and facilitates interconnection and peering to enable companies to quickly and efficiently reach traffic sources and end-users, improving performance of online applications and content. The tenant uses the 180 Peachtree Street Property for colocation. Equinix has two data centers in the Atlanta area and 98 worldwide, with the 180 Peachtree Street Property representing the tenant’s main presence in Atlanta. Equinix has one 10-year or one 15-year option to extend its current lease.
City of Atlanta (54,485 sq. ft., 15.6% of NRA, 11.2% of GPR)
The City of Atlanta began its occupancy at the 180 Peachtree Street Property in 2007 with a 30-year lease. The City of Atlanta space is mission-critical for the city’s operations and houses the Atlanta 911 call center facility. This location is the only one of such use for the City of Atlanta. In the event of a disaster, this location can also serve as mission control for emergency response units.
The Market. The 180 Peachtree Street Property is located within the downtown Atlanta submarket, with easy access to Interstate 75/85 and Interstate 20. Downtown Atlanta is home to an extensive mixture of hotels, entertainment and convention facilities including the Georgia Dome, World Congress Center, Phillips Arena and Fox Theater. The downtown area is also home to the Georgia Institute of Technology and Georgia State University. The greater Atlanta area tied for fourth with Minneapolis in the number of Fortune 500 & Fortune 1000 companies headquartered within city boundaries, behind New York City, Houston and Dallas. Several major national and international companies are headquartered in Atlanta or its suburbs, including 12 Fortune 500 companies. According to a 2009 Milken Institute report, the Atlanta-Sandy Springs-Marietta metropolitan statistical area is the nation’s 12th largest high-tech employment center, with an estimated 164,126 high-tech jobs. The same report ranked Atlanta first nationally in telecommunication employment.
Per the appraisal, the turbulence in the capital markets between 2008 and 2010 severely impacted data center construction and expansions and will constrain supply. According to a 2011 Tier1 Research report, the change in demand for multi-tenant data center space in Atlanta outpaced the change in supply by 2.0% in 2010 and 5.0% in 2011, and is projected to outpace supply by 7.0% in 2012 and 4.5% in 2013. Tier1 Research also estimates that multi-tenant data center utilization in Atlanta will increase from 82% in 2011 to 87% in 2012 and 91% in 2013. According to the appraisal, many enterprise and Fortune 100 companies who originally planned to build data centers are now seeking to lease turn-key data center space with smaller footprints. The appraiser states the “outsource model” will continue to be favorable in the coming years due to the high costs of construction associated with a data center, and predicts supply of data center space will continue to be constrained.
The appraisal categorizes the data center space at the 180 Peachtree Street Property as cold-shell space, warm-shell space and Legacy or 2nd generation space. Cold-shell space is considered to be shell space with no in-place connectivity. Warm-shell space is considered underdeveloped space with in-place power and connectivity. The space leased by the City of Atlanta and Equinix (collectively, 39.4% of NRA), which permits tenants to remove equipment from the premises at the end of their lease terms, is considered to be warm-shell data center space. The space occupied by Verizon and Level 3 (collectively, 48.5% of NRA) is considered 2nd generation space where the equipment reverts back to the landlord at the end of their leases. A summary of weighted average terms for comparable recent leases is presented below:
Data Center Market Rents(1) | |||
Category | Lease Term | Annual Initial Rent PSF | Rent Abatement |
Cold-Shell Data Center Space | 15 years | $12.50 | 6 months |
Warm-Shell Data Center Space | 15 years | $20.00 | 6 months |
2nd Generation Data Center Space | 15 years | $33.48 | 6 months |
(1) Source: Appraisal
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
Cash Flow Analysis.
Cash Flow Analysis | ||||||
2009 | 2010 | T-12 8/31/2011 | U/W | U/W PSF | ||
Base Rent(1) | $5,391,195 | $6,372,046 | $6,483,934 | $6,932,543 | $19.79 | |
Value of Vacant Space | 0 | 0 | 0 | 0 | 0.00 | |
Gross Potential Rent | $5,391,195 | $6,372,046 | $6,483,934 | $6,932,543 | $19.79 | |
Total Recoveries | 2,973,705 | 3,536,660 | 4,123,522 | 4,554,238 | 13.00 | |
Total Other Income | 789,638 | 1,323,589 | 1,366,358 | 1,514,198 | 4.32 | |
Less: Vacancy(2) | 0 | 0 | 0 | (1,118,084) | (3.19) | |
Effective Gross Income | $9,154,538 | $11,232,296 | $11,973,814 | $11,882,895 | $33.93 | |
Total Operating Expenses | 3,516,392 | 4,130,087 | 4,609,778 | 5,099,926 | 14.56 | |
Net Operating Income | $5,638,145 | $7,102,209 | $7,364,036 | $6,782,969 | $19.37 | |
TI/LC | 0 | 0 | 0 | 301,256 | 0.86 | |
Capital Expenditures | 23,750 | 73,344 | 0 | 129,162 | 0.37 | |
Net Cash Flow | $5,614,396 | $7,028,865 | $7,364,036 | $6,352,551 | $18.14 | |
(1) | U/W Base Rent includes $147,912 in contractual step rent through October 2012. |
(2) | Underwritten vacancy of 8.6% of gross income. |
Property Management. The 180 Peachtree Street Property is managed by Carter Validus Real Estate Management Services, LLC, a borrower affiliate.
Lockbox / Cash Management. The 180 Peachtree Street Loan is structured with a hard lockbox and in place cash management. Additionally, all excess cash will be swept into a lender-controlled account upon and during the continuance of an event of default, if the debt service coverage ratio is less than 1.25x on the last day of the calendar quarter until such time that the debt service coverage ratio is 1.30x for two consecutive quarters, or if the 2016 Cash Sweep or Level 3 Cash Sweep is occurring.
2016 Cash Sweep. A cash sweep will begin 12 months prior to the expiration of the earliest to expire of the Stanley Beaman Sears, Verizon and Time Warner leases in 2016. All excess cash flow will be swept to a 2016 rollover reserve to be used to fund qualified tenant improvement costs related to the roll of such 2016 rolling leases. The sweep will continue until $30 PSF for each of the 2016 roll leases has been deposited into the 2016 rollover reserve. In the event Stanley Beaman Sears, Verizon or Time Warner renew, the cash flow sweep will cease for the corresponding portion of the rolling NRA.
Level 3 Cash Sweep. A cash sweep will begin 18 months prior to the expiration of the Level 3 lease in 2021. All excess cash flow will be swept to a Level 3 rollover reserve to be used to fund qualified tenant improvement costs related to the roll of the Level 3 lease. The reserve is subject to a cap of $4,742,190 when combining (i) the TI/LC reserve and (ii) the Level 3 reserve. This sweep is waived if at least 30 days prior to commencement of the sweep, the borrower delivers a letter of credit that is satisfactory to lender. In the event that Level 3 renews its lease, the cash flow sweep will cease.
Initial Reserves. At closing, the borrower deposited (i) $233,781 into a tax reserve account, (ii) $29,971 into an insurance reserve account, (iii) $313,289 into the TI/LC reserve account (which represents rents due under the City of Atlanta lease) and (iv) $1,052,823 into the required repairs reserve account.
Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $51,234 into a monthly tax reserve account, (ii) $5,994 into a monthly insurance reserve account, (iii) $10,763 into a capital expenditure account and (iv) $4,792 into a ground rent reserve account. The TI/LC reserve is waived for the first 12 months of the loan term with monthly payments of $8,333 commencing thereafter, subject to a cap of $500,000. In addition, the City of Atlanta currently pays its full annual rent in July of each year. The total annual rent will be deposited into the City of Atlanta reserve each July and will be added to the rents disbursed on such monthly payment date in an amount equal to 1/12 of the annual payment. During a trigger period not initiated from a cash sweep period, the borrower is required to deposit into the common charges reserve account an amount equal to the monthly amount set forth in the approved annual budget for common charges.
Current Mezzanine or Subordinate Indebtedness. None.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
Future Mezzanine or Subordinate Indebtedness Permitted. None.
Ground Lease. The 180 Peachtree Street Property is subject to a long term ground lease on a portion of the adjacent parking garage at 150 Carnegie Way Northwest. The lessors on the ground lease are Dennie R. Peteet, Jr. and Dorothy Peteet Mitchell. The lease commenced in December 1960 and expires in December 31, 2055 with one renewal option for 40 years, extending the ground lease to December 31, 2095. The ground rent is currently $57,500 per year and increases $7,500 every ten years beginning in January 2021.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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180 Peachtree Street Northwest & 150 Carnegie Way Northwest Atlanta, GA 30303 | Collateral Asset Summary 180 Peachtree Street | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,888,798 57.8% 1.62x 12.4% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. |
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Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Portfolio of 6 Properties | ||||||
Loan Purpose: | Refinance | Property Type: | Conventional Multifamily | ||||||
Sponsor: | Tomas Rosenthal; Henri Schmidt; The JR Family Credit Shelter Trust, U/T/A Dated January 3, 1996; The TR Family Trust, U/T/A Dated December 26, 1995 | Collateral: | Fee Simple | ||||||
Location: | Indianapolis, IN | ||||||||
Year Built / Renovated: | 1967-1981 / Various | ||||||||
Total Units: | 2,103 | ||||||||
Borrower: | Riverwood Holdings LLC; Spyglass Holdings LLC; Villa Nova Holdings LLC; Westlake Properties LLC; Wind Drift Holdings LLC; Woods Edge Holdings LLC | Property Management(2): | Flaherty & Collins, Inc.; Buckingham Management, LLC | ||||||
Underwritten NOI: | $5,997,401 | ||||||||
Underwritten NCF: | $5,286,411 | ||||||||
Original Balance: | $55,000,000 | Appraised Value: | $83,090,000 | ||||||
Cut-off Date Balance: | $54,793,389 | Appraisal Date: | October 2011 | ||||||
% by Initial UPB: | 5.8% | ||||||||
Interest Rate: | 6.1100% | Historical NOI | |||||||
Payment Date: | 6th of each month | TTM NOI: | $6,379,655 (T-12 September 30, 2011) | ||||||
First Payment Date: | December 6, 2011 | 2010 NOI: | $6,125,553 (December 31, 2010) | ||||||
Maturity Date: | November 6, 2021 | 2009 NOI: | $5,963,154 (December 31, 2009) | ||||||
Amortization: | 360 months | 2008 NOI: | NAV | ||||||
Additional Debt: | None | ||||||||
Call Protection: | L(28), D(88), O(4) | Historical Occupancy | |||||||
Lockbox / Cash Management: | Springing Soft / Springing | Current Occupancy: | 93.8% (September – October 2011) | ||||||
2010 Occupancy: | 88.3% (December 31, 2010) | ||||||||
Reserves(1) | 2009 Occupancy: | 89.0% (December 31, 2009) | |||||||
Initial | Monthly | 2008 Occupancy: | NAV | ||||||
Taxes: | $92,291 | $92,291 | (1) See “Initial Reserves” herein and “Ongoing Reserves” herein. | ||||||
Insurance: | $160,976 | $26,829 | (2) Flaherty & Collins, Inc. manages Westlake Apartments and Wind Drift Apartments, and Buckingham Management, LLC manages Woods Edge Apartments, Riverwood Apartments, Spyglass Apartments and Villa Nova Apartments. | ||||||
Replacement: | $0 | $59,312 | |||||||
Required Repairs: | $735,260 | NAP | |||||||
Financial Information | |||||||||
Cut-off Date Balance / Unit: | $26,055 | ||||||||
Balloon Balance / Unit: | $22,253 | ||||||||
Cut-off Date LTV: | 65.9% | ||||||||
Balloon LTV: | 56.3% | ||||||||
Underwritten NOI DSCR: | 1.50x | ||||||||
Underwritten NCF DSCR: | 1.32x | ||||||||
Underwritten NOI Debt Yield: | 10.9% | ||||||||
Underwritten NCF Debt Yield: | 9.6% |
Property Name | Location | Units | Year Built / Renovated | Allocated Loan Amount | Appraised Value | Occupancy(1) | |||||||||||||
Westlake Apartments | Indianapolis, IN | 1,381 | 1967-1976 / 2009-2011 | $ | 32,025,774 | $ | 45,100,000 | 93.6% | |||||||||||
Woods Edge Apartments | Indianapolis, IN | 190 | 1981 / NAP | 7,360,361 | 10,490,000 | 98.9% | |||||||||||||
Wind Drift Apartments | Indianapolis, IN | 166 | 1979 / NAP | 5,511,655 | 7,870,000 | 92.8% | |||||||||||||
Riverwood Apartments | Indianapolis, IN | 120 | 1977 / NAP | 4,111,166 | 8,030,000 | 90.8% | |||||||||||||
Spyglass Apartments | Indianapolis, IN | 120 | 1979 / 2009-2010 | 3,810,391 | 6,800,000 | 95.0% | |||||||||||||
Villa Nova Apartments | Indianapolis, IN | 126 | 1972 / NAP | 2,180,651 | 4,800,000 | 91.3% | |||||||||||||
Total / Wtd. Avg. | 2,103 | $ | 55,000,000 | $ | 83,090,000 | 93.8% |
(1) | Based on borrower rent rolls dated September – October 2011. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
61
Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Unit Mix(1) | ||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | |||||||||||||||||||||
Studio | 232 | 11.0 | % | 217 | 93.5 | % | 454 | $ | 377 | $ | 0.83 | |||||||||||||||||
1 Bedroom | 741 | 35.2 | % | 698 | 94.2 | % | 625 | $ | 476 | $ | 0.76 | |||||||||||||||||
2 Bedroom | 1,012 | 48.1 | % | 948 | 93.7 | % | 946 | $ | 608 | $ | 0.64 | |||||||||||||||||
3 Bedroom | 118 | 5.6 | % | 109 | 92.4 | % | 1,300 | $ | 897 | $ | 0.69 | |||||||||||||||||
Total / Wtd. Avg. | 2,103 | 100.0 | % | 1,972 | 93.8 | % | 799 | $ | 539 | $ | 0.69 |
(1) | Based on borrower rent rolls dated September – October 2011. |
(2) | Average Monthly Rental Rate does not include Section 8 units and is based on occupied units only. |
The Loan. The Hampshire Multifamily Portfolio loan (the “Hampshire Multifamily Portfolio Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in six multifamily apartment properties containing 2,103 units located in Indianapolis, Indiana (the “Hampshire Multifamily Portfolio Properties”) with an original principal balance of $55.0 million. The Hampshire Multifamily Portfolio Loan has a 10-year term and amortizes on a 30-year schedule. The Hampshire Multifamily Portfolio Loan accrues interest at a fixed rate equal to 6.110% and has a Cut-off Date Balance of approximately $54.8 million. Loan proceeds were used to retire existing debt of approximately $44.3 million, giving the borrower a cash-out of approximately $9.4 million. Based on the appraised value of approximately $83.1 million as of October 2011, the Cut-off Date LTV is 65.9% and the remaining implied equity is approximately $28.3 million. The most recent prior financing of the Hampshire Multifamily Portfolio Properties was not included in a securitization.
Sources and Uses(1) | |||||||||||||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||||||||||||
First Mortgage | $ | 55,000,000 | 100.0 | % | Loan Payoff | $ | 44,321,844 | 80.6 | % | ||||||||
Reserves | 988,527 | 1.8 | % | ||||||||||||||
Closing Costs | 275,601 | 0.5 | % | ||||||||||||||
Borrower Cash Out | 9,414,028 | 17.1 | % | ||||||||||||||
Total Sources | $ | 55,000,000 | 100.0 | % | Total Uses | $ | 55,000,000 | 100.0 | % |
(1) | The sponsors initially acquired the Hampshire Multifamily Portfolio Properties in 2008 for a total of $44.5 million. Approximately $3.5 million ($1,662/Unit) of capital expenditures have been invested into the properties since acquisition. |
The Borrower / Sponsor. Each of the borrowers, Riverwood Holdings LLC, Spyglass Holdings LLC, Villa Nova Holdings LLC, Westlake Properties LLC, Wind Drift Holdings LLC and Woods Edge Holdings LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with at least two independent directors in its organizational structure. The sponsors of the borrowers and the nonrecourse carve-out guarantors are Tomas Rosenthal, Henri Schmidt, The TR Family Trust, U/T/A Dated December 26, 1995 and The JR Family Credit Shelter Trust, U/T/A Dated January 3, 1996.
In 1988, Henri Schmidt co-founded Hampshire Properties with partner Tomas Rosenthal. For eleven years prior to co-founding Hampshire Properties, Tomas Rosenthal developed his real estate career at K&J Management in Brooklyn, New York, with positions involving lease negotiations, rehab and maintenance supervision and real estate project purchasing for the company. Since its inception, Hampshire Properties has been actively involved in the acquisition and management of multifamily and commercial projects across the United States and Canada. According to its website, Hampshire Properties’ current holdings are valued in excess of $500 million.
The Properties. The Hampshire Multifamily Portfolio Properties consist of six Class B and C multifamily properties located throughout the Indianapolis metropolitan statistical area, containing 2,103 units within 170 two- and three-story buildings. The Hampshire Multifamily Portfolio Properties were built between 1967 and 1981 with renovations and upgrades occurring at Westlake Apartments between 2009 and 2011 and Spyglass Apartments between 2009 and 2010. Overall, as of September-October 2011, the Hampshire Multifamily Portfolio Properties are 93.8% occupied. Spyglass Apartments has 25 Section 8 units (20.8% of total units), Woods Edge Apartments has one Section 8 unit (0.5% of total units), and Villa Nova Apartments has four Section 8 units (3.2% of total units).
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
62
Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Westlake Apartments (1,381 units, 65.7% of total portfolio units) The Westlake Apartments property consists of 101 two-story buildings located approximately five miles west of the Indianapolis central business district. The Westlake Apartments property was developed in three phases in 1967, 1974 and 1976 and as of October 17, 2011 was 93.6% occupied. Since 2009, the Westlake Apartments property has undergone approximately $1.8 million in renovations ($1,303/Unit), which included exterior, floor, appliance and common area replacements and upgrades. The Westlake Apartments property benefits from access to the I-465 Beltway (less than 1 mile) which connects to two cross-country interstates, I-70 and I-74. Amenities at Westlake Apartments include a fitness center, laundry rooms, tennis and volleyball courts, a pool, a tanning salon, a business center and a daycare facility, among others. The daycare facility, Open Door School of Learning, is leased to a third party operator for $1,250 per month through July 2013. There are no subsidized housing units at the property.
Westlake Apartments Unit Mix(1) | ||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | |||||||||||||||||||||
Studio | 232 | 16.8 | % | 217 | 93.5 | % | 454 | $ | 377 | $ | 1.21 | |||||||||||||||||
1 BR – 1 BA(3) | 493 | 35.7 | % | 457 | 92.7 | % | 591 | $ | 451 | $ | 1.31 | |||||||||||||||||
2 BR – 1 BA | 472 | 34.2 | % | 444 | 94.1 | % | 825 | $ | 536 | $ | 1.55 | |||||||||||||||||
2 BR – 1.5 BA | 72 | 5.2 | % | 68 | 94.4 | % | 1,066 | $ | 656 | $ | 1.66 | |||||||||||||||||
2 BR – 2 BA | 72 | 5.2 | % | 70 | 97.2 | % | 1,134 | $ | 653 | $ | 1.77 | |||||||||||||||||
2 BR – 2.5 BA | 24 | 1.7 | % | 21 | 87.5 | % | 1,276 | $ | 699 | $ | 1.81 | |||||||||||||||||
3 BR – 1.5 BA | 16 | 1.2 | % | 15 | 93.8 | % | 1,200 | $ | 786 | $ | 1.53 | |||||||||||||||||
Total / Wtd. Avg. | 1,381 | 100.0 | % | 1,292 | 93.6 | % | 720 | $ | 497 | $ | 1.43 |
(1) | Based on the October 17, 2011 rent roll. |
(2) | Average Monthly Rental Rate is based on occupied units only. |
(3) | The 1 BR – 1 BA unit type includes the Open Door School of Learning space which pays $1,250 per month. |
Woods Edge Apartments (190 units, 9.0% of total portfolio units) The Woods Edge Apartments property consists of 16 two- and three-story buildings built in 1981 and was 98.9% occupied as of October 6, 2011. The Woods Edge Apartments property is located in the Castleton submarket, is proximate to multiple retail centers and the nearby Community Hospital North and benefits from access to the I-465 Beltway (less than 1.5 miles). Woods Edge Apartments has undergone $496,805 ($2,615 per unit) in capital expenditures since acquisition, with the majority invested in property improvements and unit upgrades. Amenities at Woods Edge Apartments include a fitness center, laundry room, pool, tennis and volleyball courts and a playground, among others. Unit amenities include standard appliances, balconies and fireplaces in select units. The Woods Edge Apartment property has one Section 8 tenant.
Woods Edge Apartments Unit Mix(1) | ||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | |||||||||||||||||||||
1 BR – 1 BA | 96 | 50.5 | % | 96 | 100.0 | % | 671 | $ | 549 | $ | 0.82 | |||||||||||||||||
2 BR – 1.5 BA | 22 | 11.6 | % | 21 | 95.5 | % | 1,170 | $ | 770 | $ | 0.66 | |||||||||||||||||
2 BR – 2 BA | 56 | 29.5 | % | 55 | 98.2 | % | 974 | $ | 691 | $ | 0.71 | |||||||||||||||||
3 BR – 2.5 BA | 16 | 8.4 | % | 16 | 100.0 | % | 1,345 | $ | 972 | $ | 0.72 | |||||||||||||||||
Total / Wtd. Avg. | 190 | 100.0 | % | 188 | 98.9 | % | 875 | $ | 650 | $ | 0.76 |
(1) | Based on the October 6, 2011 rent roll. |
(2) | Average Monthly Rental Rate does not include Section 8 unit (1 unit is 3BR – 2.5 BA) and is based on occupied units only. |
Wind Drift Apartments (166 units, 7.9% of total portfolio units) The Wind Drift Apartments property consists of 12 two- and three-story buildings built in 1979 and was 92.8% occupied as of October 17, 2011. The Wind Drift Apartments property is located approximately seven miles northwest of the Indianapolis central business district and provides access to the I-465 Beltway, which is less than one mile away from the Wind Drift Apartments property. The Wind Drift Apartments property is convenient to retail development, employment centers and commercial support services, with a Target, Marsh Supermarket, Starbucks and other restaurants located in a shopping development approximately half a mile east of the property. Since acquisition, the sponsor has invested $351,320 ($2,116 per unit) in the property. Renovations included clubhouse improvements, such as the installation of tanning beds, a business center and improvements to a party room. Other amenities at the Wind Drift Apartments property include a fitness center, laundry rooms, a pool and a playground. Unit amenities include standard appliances, balconies and fireplaces. There are no subsidized housing units at the property.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
63
Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Wind Drift Apartments Unit Mix(1) | |||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | ||||||||||||||||||||||
1 BR – 1 BA | 72 | 43.4 | % | 69 | 95.8 | % | 671 | $ | 513 | $ | 1.30 | ||||||||||||||||||
2 BR – 1 BA | 48 | 28.9 | % | 44 | 91.7 | % | 956 | $ | 650 | $ | 1.47 | ||||||||||||||||||
2 BR – 1.5 BA | 24 | 14.5 | % | 22 | 91.7 | % | 1,170 | $ | 754 | $ | 1.54 | ||||||||||||||||||
3 BR – 2.5 BA | 22 | 13.3 | % | 19 | 86.4 | % | 1,345 | $ | 891 | $ | 1.51 | ||||||||||||||||||
Total / Wtd. Avg. | 166 | 100.0 | % | 154 | 92.8 | % | 915 | $ | 633 | $ | 1.41 |
(1) | Based on the October 17, 2011 rent roll. |
(2) | Average Monthly Rental Rate is based on occupied units only. |
Riverwood Apartments (120 units, 5.7% of total portfolio units) The Riverwood Apartments property consists of 18 two- and three-story buildings built in 1977, with occupancy of 90.8% as of September 26, 2011. The Riverwood Apartments property is located in the Castleton submarket, approximately 11 miles northeast from downtown Indianapolis and provides access to the I-465 Beltway, which is less than 1.5 miles from the Riverwood Apartments property. The submarket is home to the largest mall in the state of Indiana, the Castleton Square Mall, as well as the nearby Community Hospital North. Since acquisition, the sponsor has invested $218,525 ($1,821 per unit) in improvements to the Riverwood Apartments property, including exterior and recreational amenity improvements. Amenities at the Riverwood Apartments property include a club house, laundry room, pool, tennis and basketball courts and a playground. Unit amenities include standard appliances, balconies, and fireplaces in select units. There are no subsidized housing units at the property.
Riverwood Apartments Unit Mix(1) | |||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | ||||||||||||||||||||||
2 BR – 1.5 BA | 80 | 66.7 | % | 73 | 91.3 | % | 1,024 | $ | 733 | $ | 1.40 | ||||||||||||||||||
3 BR – 2.5 BA | 40 | 33.3 | % | 36 | 90.0 | % | 1,271 | $ | 890 | $ | 1.43 | ||||||||||||||||||
Total / Wtd. Avg. | 120 | 100.0 | % | 109 | 90.8 | % | 1,106 | $ | 784 | $ | 1.41 |
(1) | Based on the September 26, 2011 rent roll. |
(2) | Average Monthly Rental Rate is based on occupied units only. |
Spyglass Apartments (120 units, 5.7% of total portfolio units) The Spyglass Apartments property consists of 13 two- and three-story buildings built in 1979 and renovated in 2009-2010, with occupancy of 95.0% as of October 6, 2011. The Spyglass Apartments property is located in the Far Northwest submarket, approximately 9 miles north of the Indianapolis central business district in an accessible and highly-trafficked area of Indianapolis with extensive retail facilities in the immediate vicinity, as well as the St. Vincent Indianapolis Hospital. Since acquisition, the sponsor has invested $197,428 ($1,645 per unit) in capital expenditures at the Spyglass Apartments property, primarily for land and common area improvements. Amenities at the Spyglass Apartments property include a club house, laundry room, pool, basketball, volleyball and tennis courts and a playground. Unit amenities include standard appliances, balconies, ceiling fans and fireplaces in select units. The Spyglass Apartments property currently has 25 Section 8 units.
Spyglass Apartments Unit Mix(1) | |||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | ||||||||||||||||||||||
1 BR – 1 BA | 36 | 30.0 | % | 34 | 94.4 | % | 671 | $ | 484 | $ | 0.72 | ||||||||||||||||||
2 BR – 1.5 BA | 28 | 23.3 | % | 27 | 96.4 | % | 1,170 | $ | 679 | $ | 0.58 | ||||||||||||||||||
2 BR – 2 BA | 32 | 26.7 | % | 30 | 93.8 | % | 974 | $ | 658 | $ | 0.68 | ||||||||||||||||||
3 BR – 2.5 BA | 24 | 20.0 | % | 23 | 95.8 | % | 1,345 | NAV | NAV | ||||||||||||||||||||
Total / Wtd. Avg. | 120 | 100.0 | % | 114 | 95.0 | % | 1,003 | $ | 598 | $ | 0.67 |
(1) | Based on the October 6, 2011 rent roll. |
(2) | Average Monthly Rental Rate does not include Section 8 units (1 unit is 2 BR – 1.5 BA and 24 units are 3 BR – 2.5 BA) and is based on occupied units only. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
64
Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Villa Nova Apartments (126 units, 6.0% of total portfolio units) The Villa Nova Apartments property consists of 10 two-story buildings built in 1972 and as of October 6, 2011 was 91.3% occupied. The Villa Nova Apartments property is located in the Far Northwest submarket, approximately 12 miles from the Indianapolis central business district in an accessible and highly-trafficked area of Indianapolis with extensive retail facilities in the immediate vicinity, as well as the St. Vincent Indianapolis Hospital. Since acquisition, $390,785 ($3,101 per unit) in capital expenditures has been invested into the Villa Nova Apartments property, including both exterior and land improvements and appliance upgrades. Other amenities at the Villa Nova Apartments property include a club house, laundry room, pool, tennis courts and outdoor grills. Unit amenities include standard appliances, balconies and ceiling fans. The Villa Nova Apartments property currently has four Section 8 units.
Villa Nova Apartments Unit Mix(1) | ||||||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Occupied Units | Occupancy | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate(2) | Average Monthly Rental Rate PSF(2) | |||||||||||||||||||||
1 BR – 1 BA | 44 | 34.9 | % | 42 | 95.5 | % | 792 | $ | 521 | $ | 0.66 | |||||||||||||||||
2 BR – 1.5 BA | 82 | 65.1 | % | 73 | 89.0 | % | 966 | $ | 576 | $ | 0.60 | |||||||||||||||||
Total / Wtd. Avg. | 126 | 100.0 | % | 115 | 91.3 | % | 905 | $ | 556 | $ | 0.62 |
(1) | Based on the October 6, 2011 rent roll. |
(2) | Average Monthly Rental Rate does not include Section 8 units (1 unit is 1 BR – 1 BA and 3 units are 2 BR – 1.5 BA) and is based on occupied units only. |
Environmental Matters. According to the Phase I environmental reports dated October 3, 2011, there were no recommendations for further action at the Hampshire Multifamily Portfolio Properties other than (a) with respect to all of the Hampshire Multifamily Portfolio Properties, the implementation of Operations and Maintenance (O&M) Plans for asbestos and (b) with respect to the Riverwood Apartments property, the implementation of an O&M plan for lead-based paint, all of which are in place at the properties.
The Market. The Hampshire Multifamily Portfolio Properties are all located in Indianapolis, Indiana. According to a September 2011 PPR report, population growth in Indianapolis is slightly above the national average and is expected to grow by 100,000 residents over the next five years. Indianapolis is also one of the most affordable cities in the nation to live or conduct business, with the cost of living approximately 12% below the national average.
Per the REIS Apartment Asset Advisor Q4 2011 report, the vacancy rate in the 110,200-unit Indianapolis apartment sector has fallen below its pre-recession level and continues to decrease. Class B/C Q4 2011 apartment vacancy for the Indianapolis metro area is 6.8%, down from 7.3% in Q3 2011 and 9.2% in Q4 2010.
Rents, which increased 2.6% in 2011 based on preliminary fourth quarter data, are projected to increase 3.0% in 2012, and have responded strongly to the rapid improvements in occupancy, having increased each quarter since Q4 2009. According to REIS, Q4 2011 asking rent for the overall Indianapolis metro is $696 per month, increasing 0.2% from the previous quarter.
West Indianapolis Submarket – Westlake Apartments The West Indianapolis submarket is located within 10 miles of Indianapolis’ central business district and Indianapolis International Airport. According to REIS, the average effective rent for the submarket in Q4 2011 was $571 per unit, up 2.9% from year-end 2010 levels and 4.2% from year-end 2009. Over the next five years, asking rent growth is expected to be above normal, with an expected increase of 4.7% by year-end 2016. The average physical vacancy rate for the West Indianapolis submarket during Q4 2011 was 7.5%, 3.2% lower than year-end 2010 and 5.5% lower than year-end 2009. Over the next four years, vacancies are expected to steadily decrease each year to approximately 3.8% in 2016.
Westlake Apartments - Competitive Set(1) | |||||||||||||||||||||
Property Name | Location | Year Built | Occupancy | Number of Units | Average Unit Size (Sq. Ft.) | Effective Average Rent Per Month | |||||||||||||||
Westlake Apartments | Indianapolis, IN | 1967-1976 | 93.6 | % | 1,381 | 720 | $ | 503 | |||||||||||||
Ashton Pointe | Indianapolis, IN | 1968 | 95 | % | 250 | 900 | $ | 689 | |||||||||||||
Auburn Hills Apartments | Indianapolis, IN | 2000 | 95 | % | 160 | 981 | $ | 766 | |||||||||||||
Port O’Call Apartments | Indianapolis, IN | 1970 | 96 | % | 587 | 884 | $ | 577 | |||||||||||||
Forest Hills Apartments | Indianapolis, IN | 1975 | 98 | % | 420 | 790 | $ | 466 | |||||||||||||
Chapel Hill Apartments | Indianapolis, IN | 1968 | 93 | % | 148 | 1,277 | $ | 660 |
(1) | Source: Appraisal |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Near Northwest Submarket – Wind Drift Apartments Wind Drift Apartments is located within the Near Northwest submarket approximately 7 miles northwest of the Indianapolis central business district. The Near Northwest submarket is also home to the Indianapolis Motor Speedway, located to the south of the Wind Drift Apartments property. According to REIS, the average effective rent for the submarket in Q4 2011 was $597 per unit, up 1.7% from year-end 2010 levels and 4.0% from year-end 2009. Over the next five years, asking rent growth is expected to below normal, with an expected increase of 1.1% by year-end 2016. The average physical vacancy rate for the Near Northwest submarket during Q4 2011 was 5.5%, 1.0% lower than year-end 2010 and 3.5% lower than year-end 2009. Over the next four years, vacancies are expected to decrease to approximately 4.2% in 2016.
Wind Drift Apartments - Competitive Set(1) | ||||||||||||||||||
Property Name | Location | Year Built | Occupancy | Number of Units | Average Unit Size (Sq. Ft.) | Effective Average Rent Per Month | ||||||||||||
Wind Drift Apartments | Indianapolis, IN | 1979 | 92.8 | % | 166 | 915 | $ | 638 | ||||||||||
Deercross Apartments | Indianapolis, IN | 1979 | 93 | % | 372 | 820 | $ | 603 | ||||||||||
Spinnaker Apartments | Indianapolis, IN | 1987 | 92 | % | 532 | 743 | $ | 603 | ||||||||||
Idlewood Apartments | Indianapolis, IN | 1990 | 95 | % | 320 | 808 | $ | 639 | ||||||||||
Bayhead Village | Indianapolis, IN | 1978 | 89 | % | 202 | 1,002 | $ | 624 | ||||||||||
Eagle Pointe Apartments | Indianapolis, IN | 1987 | 93 | % | 256 | 789 | $ | 657 |
(1) | Source: Appraisal |
Far Northwest Submarket – Villa Nova Apartments and Spyglass Apartments The Far Northwest submarket is located approximately 9 miles from the Indianapolis central business district. The submarket offers numerous retail centers and a wide variety of other property types, including a new shopping center within walking distance of the two properties. According to REIS, the Q4 2011 physical vacancy rate for the Far Northwest Indianapolis submarket was 4.0%, down from 4.7% at year-end 2010 and 7.6% at year-end 2009. Over the next five years, asking rent growth is expected to be below average, with an expected increase of 3.0% by year-end 2016. The average effective rents for the submarket in Q4 2011 were $656 per unit, a 2.7% increase from year-end 2010 levels and a 5.3% increase from year-end 2009. Over the next four years, vacancies are expected to increase to 6.1% by 2016.
Villa Nova Apartments - Competitive Set(1) | ||||||||||||||||||
Property Name | Location | Year Built | Occupancy | Number of Units | Average Unit Size (Sq. Ft.) | Effective Average Rent Per Month | ||||||||||||
Villa Nova Apartments | Indianapolis, IN | 1972 | 91.3 | % | 126 | 907 | $ | 564 | ||||||||||
Spyglass Apartments | Indianapolis, IN | 1981 | 95 | % | 120 | 1,003 | $ | 733 | ||||||||||
Carlton Apartments | Indianapolis, IN | 1986 | 95 | % | 701 | 707 | $ | 552 | ||||||||||
Villages of Bent Tree | Indianapolis, IN | 1982 | 96 | % | 616 | 868 | $ | 688 | ||||||||||
North Willow Apartments | Indianapolis, IN | 1971 | 96 | % | 130 | 1,198 | $ | 823 | ||||||||||
Reflections Apartments | Indianapolis, IN | 1973 | 96 | % | 582 | 789 | $ | 616 |
(1) | Source: Appraisal |
Spyglass Apartments - Competitive Set(1) | ||||||||||||||||||
Property Name | Location | Year Built | Occupancy | Number of Units | Average Unit Size (Sq. Ft.) | Effective Average Rent Per Month | ||||||||||||
Spyglass Apartments | Indianapolis, IN | 1979 | 95.0 | % | 120 | 1,003 | $ | 707 | ||||||||||
Carlton Apartments | Indianapolis, IN | 1986 | 95 | % | 701 | 707 | $ | 552 | ||||||||||
Dogwood Glen | Indianapolis, IN | 1986 | 89 | % | 160 | 580 | $ | 449 | ||||||||||
North Willow Apartments | Indianapolis, IN | 1971 | 96 | % | 130 | 1,198 | $ | 823 | ||||||||||
Pickwick Place | Indianapolis, IN | 1976 | 96 | % | 336 | 1,035 | $ | 696 | ||||||||||
Villa Nova Apartments | Indianapolis, IN | 1972 | 91 | % | 126 | 907 | $ | 538 |
(1) | Source: Appraisal |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Castleton Submarket – Riverwood Apartments and Woods Edge Apartments The Castleton submarket is a heavily-commercialized region that lies 11 miles from downtown Indianapolis. According to REIS, average Q4 2011 effective rent for the Castleton submarket was $731 per unit, up 1.0% from year-end 2010 levels and 2.5% from year-end 2009. Over the next five years, asking rent growth is expected to be below average, with an expected increase of 2.7% by year-end 2016. Average physical vacancy for the submarket during Q4 2011 was 4.3%, 2.4% lower than the year-end 2010 vacancy rate and 4.8% lower than at year-end 2009. Through 2016, vacancies in the submarket are expected to decrease slightly to 3.9%.
Riverwood Apartments - Competitive Set(1) | ||||||||||||||||||
Property Name | Location | Year Built | Occupancy | Number of Units | Average Unit Size (Sq. Ft.) | Effective Average Rent Per Month | ||||||||||||
Riverwood Apartments | Indianapolis, IN | 1977 | 90.8 | % | 120 | 1,106 | $ | 793 | ||||||||||
Woodbridge at Castleton | Indianapolis, IN | 1980 | 93 | % | 318 | 882 | $ | 689 | ||||||||||
Scandia | Indianapolis, IN | 1979 | 94 | % | 444 | 1,132 | $ | 758 | ||||||||||
Autumn Woods | Indianapolis, IN | 1978 | 98 | % | 424 | 959 | $ | 690 | ||||||||||
Core Riverbend | Indianapolis, IN | 1982 | 93 | % | 996 | 821 | $ | 664 | ||||||||||
Woods Edge Apartments | Indianapolis, IN | 1981 | 99 | % | 190 | 875 | $ | 653 |
(1) | Source: Appraisal |
Woods Edge Apartments - Competitive Set(1) | ||||||||||||||||||
Property Name | Location | Year Built | Occupancy | Number of Units | Average Unit Size (Sq. Ft.) | Effective Average Rent Per Month | ||||||||||||
Woods Edge Apartments | Indianapolis, IN | 1981 | 98.9 | % | 190 | 875 | $ | 653 | ||||||||||
Avery Point Apartments | Indianapolis, IN | 1980 | 97 | % | 512 | 912 | $ | 739 | ||||||||||
The Masters | Indianapolis, IN | 1986 | 94 | % | 400 | 880 | $ | 742 | ||||||||||
Autumn Woods Apartments | Indianapolis, IN | 1978 | 98 | % | 424 | 959 | $ | 690 | ||||||||||
Riverwood Apartments | Indianapolis, IN | 1978 | 91 | % | 120 | 1,106 | $ | 793 | ||||||||||
Woodbridge at Castleton | Indianapolis, IN | 1980 | 93 | % | 318 | 882 | $ | 689 |
(1) | Source: Appraisal |
Cash Flow Analysis.
Cash Flow Analysis | ||||||||||||||||||||
2009 | 2010 | T-12 9/30/2011 | U/W | U/W per Unit | ||||||||||||||||
Gross Potential Rent | $ | 13,613,403 | $ | 13,869,758 | $ | 13,914,227 | $ | 13,982,318 | $ | 6,649 | ||||||||||
Total Recoveries | 727,055 | 793,212 | 843,696 | 843,696 | 401 | |||||||||||||||
Total Other Income | 691,498 | 698,496 | 805,892 | 804,037 | 382 | |||||||||||||||
Less: Vacancy & Credit Loss | (1,947,180 | ) | (1,948,508 | ) | (1,671,567 | ) | (1,739,641 | ) | (827 | ) | ||||||||||
Effective Gross Income | $ | 13,084,777 | $ | 13,412,958 | $ | 13,892,248 | $ | 13,890,410 | $ | 6,605 | ||||||||||
Total Operating Expenses | 7,121,623 | 7,287,406 | 7,512,594 | 7,893,009 | 3,753 | |||||||||||||||
Net Operating Income | $ | 5,963,154 | $ | 6,125,553 | $ | 6,379,655 | $ | 5,997,401 | $ | 2,852 | ||||||||||
Capital Expenditures | 0 | 0 | 0 | 710,990 | 338 | |||||||||||||||
Net Cash Flow | $ | 5,963,154 | $ | 6,125,553 | $ | 6,379,655 | $ | 5,286,411 | $ | 2,514 | ||||||||||
Property Management. Westlake Apartments and Wind Drift Apartments are managed by Flaherty & Collins, Inc. Woods Edge Apartments, Riverwood Apartments, Spyglass Apartments and Villa Nova Apartments are managed by Buckingham Management, LLC. Neither management company is an affiliate of the borrower.
Lockbox / Cash Management. The Hampshire Multifamily Portfolio Loan is structured with a springing soft lockbox and springing cash management. If the debt service coverage ratio for the trailing 12-month period falls below 1.30x on the last day of any calendar quarter, all revenue from the property is required to be deposited by the borrower or manager into the clearing account within two business days of receipt until the debt service coverage ratio for the trailing 12-month period is at least 1.30x for two consecutive calendar quarters.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
Additionally, all revenue from the property will be swept from the clearing account on a daily basis into lender controlled cash management accounts, and all excess cash flow will be trapped (a) for so long as any event of default is continuing or (b) if the debt service coverage ratio for the trailing 12-month period is less than 1.20x on the last day of any calendar quarter, and continuing thereafter until the debt service coverage ratio for the trailing 12-month period is at least 1.25x for two consecutive calendar quarters.
Initial Reserves. At closing, the borrower deposited (i) $92,291 into a tax reserve account, (ii) $160,976 into an insurance reserve account and (iii) $735,260 into the required repairs reserve account, which represents 120% of the $612,717 in immediate repairs recommended in the engineering reports.
Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $92,291 into a monthly tax reserve account, (ii) $26,829 into a monthly insurance reserve account and (iii) $59,312 into a capital expenditure account.
Current Mezzanine or Subordinate Indebtedness. None.
Future Mezzanine or Subordinate Indebtedness Permitted. None.
Partial Release. On any date after the defeasance period begins, in connection with the sale of one or more individual properties to a bona fide third party purchaser, the borrower may obtain the release of such property or properties, upon the satisfaction of certain conditions, including but not limited to the following: (i) the borrower must defease an amount of principal equal to the greater of (a) 100% of net sales proceeds for such property or properties, and (b) 125% of the allocated loan amount for such property or properties, (ii) after such release the LTV for the remaining properties is not more than the lesser of (a) the LTV percentage immediately preceding the release and (b) 66.2%, and (iii) the DSCR is not below the greater of (a) the DSCR immediately preceding the release and (b) 1.32x.
Substitution of Properties. None permitted.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Indianapolis, IN | Collateral Asset Summary Hampshire Multifamily Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $54,793,389 65.9% 1.32x 10.9% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller(1): | GLAC | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Refinance | Property Type: | Regional Mall | ||||||
Sponsor: | CBL & Associates Properties, Inc. | Collateral: | Fee Simple | ||||||
Borrower: | Alamance Crossing CMBS, LLC | Location: | Burlington, NC | ||||||
Original Balance: | $50,800,000 | Year Built / Renovated: | 2006 / 2008 | ||||||
Cut-off Date Balance: | $50,454,122 | Total Sq. Ft.: | 684,498 | ||||||
% by Initial UPB: | 5.4% | Total Collateral Sq. Ft.(4): | 456,989 | ||||||
Interest Rate: | 5.8300% | Property Management: | CBL & Associates Management, Inc. | ||||||
Payment Date: | 1st of each month | ||||||||
First Payment Date: | September 1, 2011 | Underwritten NOI: | $5,169,275 | ||||||
Maturity Date: | July 1, 2021 | Underwritten NCF: | $4,857,350 | ||||||
Amortization: | 360 months | Appraised Value: | $72,670,000 | ||||||
Additional Debt: | None | Appraisal Date: | April 20, 2011 | ||||||
Call Protection: | L(31), D(83), O(5) | ||||||||
Lockbox / Cash Management: | Hard / Springing | Historical NOI | |||||||
TTM NOI: | $5,972,814 (T-12 November 30, 2011) | ||||||||
Reserves(2) | 2010 NOI: | $5,988,307 (December 31, 2010) | |||||||
Initial | Monthly | 2009 NOI: | $5,683,662 (December 31, 2009) | ||||||
Taxes: | $334,788 | $41,849 | 2008 NOI: | $3,802,792 (December 31, 2008) | |||||
Insurance: | $0 | $0 | |||||||
Replacement: | $0 | $4,199 | Historical Occupancy(4) | ||||||
TI/LC: | $0 | $27,990 | Current Occupancy: | 84.3% (November 23, 2011) | |||||
2010 Occupancy: | 91.2% (December 31, 2010) | ||||||||
Financial Information | 2009 Occupancy: | 91.7% (December 31, 2009) | |||||||
Cut-off Date Balance / Sq. Ft.(3): | $110 | 2008 Occupancy: | 86.7% (December 31, 2008) | ||||||
Balloon Balance / Sq. Ft.(3): | $94 | (1) | In July 2011, Regions Bank originated the $50.8 million loan, which was then purchased by GLAC on the same day. | ||||||
Cut-off Date LTV: | 69.4% | ||||||||
Balloon LTV: | 59.1% | (2) | See “Initial Reserves” herein and “Ongoing Reserves” herein. | ||||||
Underwritten NOI DSCR: | 1.44x | (3) | Based on the Total Collateral Sq. Ft. of 456,989. | ||||||
Underwritten NCF DSCR: | 1.35x | (4) | Excludes JCPenney (102,826 sq. ft.) and Dillard’s (124,683 sq. ft.), which are not part of the collateral. | ||||||
Underwritten NOI Debt Yield: | 10.2% | ||||||||
Underwritten NCF Debt Yield: | 9.6% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
Anchor and Major Tenant Summary | ||||||||||||||||||||||
Anchor Tenants | Ratings Fitch/Moody’s/S&P(1) | Total Sq. Ft. | % of Total Sq. Ft. | Lease Expiration | Total Sales (000s)(2) | Sales PSF | Occupancy Cost (% of Sales) | |||||||||||||||
Belk | NR/NR/NR | 96,485 | 21.1 | % | 10/16/2027 | $ | 12,600 | $ | 131 | 4.7 | % | |||||||||||
Hobby Lobby | NR/NR/NR | 52,500 | 11.5 | % | 5/31/2024 | NAP | NAP | NAP | ||||||||||||||
Carousel Cinemas | NR/NR/NR | 52,000 | 11.4 | % | 6/30/2028 | $ | 5,254 | $ | 101 | 13.0 | % | |||||||||||
Subtotal | 200,985 | 44.0 | % | $ | 120 | 7.6 | % | |||||||||||||||
Non-Collateral Anchors | ||||||||||||||||||||||
Dillard’s | BB/B2 /BB- | 124,683 | NAP | NAP | $ | 15,000 | $ | 120 | NAP | |||||||||||||
JCPenney | BBB-/NR/BB+ | 102,826 | NAP | NAP | $ | 7,400 | $ | 72 | NAP | |||||||||||||
Subtotal | 227,509 | NAP | $ | 98 | NAP | |||||||||||||||||
Major In-Line Tenants | ||||||||||||||||||||||
Barnes and Noble | NR/NR/NR | 26,848 | 5.9 | % | 7/31/2017 | $ | 4,364 | $ | 163 | 9.4 | % | |||||||||||
Victoria’s Secret | BB+/Ba2/BB+ | 8,090 | 1.8 | % | 1/31/2018 | $ | 2,087 | $ | 258 | 12.2 | % | |||||||||||
Subtotal | 34,938 | 7.6 | % | $ | 185 | 10.0 | % | |||||||||||||||
Other In-line Tenants | 126,299 | 27.6 | % | |||||||||||||||||||
Restaurants (3) | 23,000 | 5.0 | % | |||||||||||||||||||
Total Occupied Collateral | 385,222 | 84.3 | % | |||||||||||||||||||
Vacant | 71,767 | 15.7 | % | |||||||||||||||||||
Total(4) | 456,989 | 100.0 | % | |||||||||||||||||||
(1) | Certain ratings may be those of the parent company whether or not the parent company guarantees the lease. |
(2) | Total Sales and Sales PSF for all tenants listed above are as of year-end 2011, except Belk, Dillard’s and JCPenney are as of year-end 2010. |
(3) | Includes 12,200 sq. ft. of restaurant tenants that are on a ground lease. |
(4) | Does not include non-collateral anchor tenants. |
Lease Rollover Schedule | ||||||||||||||||||||||||||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent | ||||||||||||||||||||||||
MTM | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $ | 0.00 | 0.0 | % | 0.0 | % | |||||||||||||||||||
2012 | 8 | 18,270 | 4.0 | % | 18,270 | 4.0 | % | $ | 27.68 | 9.2 | % | 9.2 | % | |||||||||||||||||||
2013 | 3 | 9,640 | 2.1 | % | 27,910 | 6.1 | % | $ | 24.01 | 4.2 | % | 13.4 | % | |||||||||||||||||||
2014 | 2 | 10,529 | 2.3 | % | 38,439 | 8.4 | % | $ | 31.19 | 6.0 | % | 19.3 | % | |||||||||||||||||||
2015 | 0 | 0 | 0.0 | % | 38,439 | 8.4 | % | $ | 0.00 | 0.0 | % | 19.3 | % | |||||||||||||||||||
2016 | 1 | 4,064 | 0.9 | % | 42,503 | 9.3 | % | $ | 10.00 | 0.7 | % | 20.1 | % | |||||||||||||||||||
2017 | 7 | 42,955 | 9.4 | % | 85,458 | 18.7 | % | $ | 19.10 | 14.9 | % | 34.9 | % | |||||||||||||||||||
2018 | 12 | 53,987 | 11.8 | % | 139,445 | 30.5 | % | $ | 21.46 | 21.0 | % | 56.0 | % | |||||||||||||||||||
2019 | 5 | 17,792 | 3.9 | % | 157,237 | 34.4 | % | $ | 26.20 | 8.5 | % | 64.4 | % | |||||||||||||||||||
2020 | 1 | 6,000 | 1.3 | % | 163,237 | 35.7 | % | $ | 18.60 | 2.0 | % | 66.5 | % | |||||||||||||||||||
2021 | 0 | 0 | 0.0 | % | 163,237 | 35.7 | % | $ | 0.00 | 0.0 | % | 66.5 | % | |||||||||||||||||||
2022 | 2 | 9,300 | 2.0 | % | 172,537 | 37.8 | % | $ | 14.73 | 2.5 | % | 68.9 | % | |||||||||||||||||||
Thereafter | 12 | 212,685 | 46.5 | % | 385,222 | 84.3 | % | $ | 8.05 | 31.1 | % | 100.0 | % | |||||||||||||||||||
Vacant | NAP | 71,767 | 15.7 | % | 456,989 | 100.0 | % | NAP | NAP | |||||||||||||||||||||||
Total / Wtd. Avg. | 53 | 456,989 | 100.0 | % | $ | 14.31 | 100.0 | % |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
72
1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
The Loan. The Alamance Crossing loan (the “Alamance Crossing Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 456,989 square foot Class A, regional mall and lifestyle center located at 1080 Piper Lane in Burlington, North Carolina (the “Alamance Crossing Property”) with an original principal balance of $50.8 million. The Alamance Crossing Loan has a 119-month term and amortizes on a 30-year schedule. The Alamance Crossing Loan accrues interest at a fixed rate equal to 5.8300% and has a Cut-off Date Balance of approximately $50.5 million. Loan proceeds were used to retire existing debt of approximately $52.0 million. Based on the appraised value of approximately $72.7 million as of April 20, 2011, the Cut-off Date LTV is 69.4%. The borrower developed the property in 2006 for a total cost of approximately $95.6 million and has remaining equity in excess of $44.8 million. The most recent prior financing of the Property was not included in a securitization.
Sources and Uses | |||||||||||||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||||||||||||
Loan Amount | $ | 50,800,000 | 96.4 | % | Loan Payoff | $ | 51,963,364 | 98.6 | % | ||||||||
Sponsor Equity | 1,906,847 | 3.6 | % | Reserves | 334,788 | 0.6 | % | ||||||||||
Closing Costs | 408,695 | 0.8 | % | ||||||||||||||
Total Sources | $ | 52,706,847 | 100.0 | % | Total Uses | $ | 52,706,847 | 100.0 | % |
The Borrower / Sponsor. The borrower, Alamance Crossing CMBS, LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsor of the borrower and the nonrecourse carve-out guarantor is CBL & Associates Properties, Inc. (“CBL”).
Founded in 1978 and headquartered in Chattangooga, Tennessee, CBL is one of the largest mall REITs in the United States, with controlling interests in 76 regional malls/open-air centers, 30 associated centers, eight community centers and 14 office buildings; non-controlling interests in seven regional malls, four associated centers, four community centers and six office buildings. CBL’s properties are located in 26 states, primarily in the southeastern and midwestern United States. The company is a publicly traded REIT listed on the New York Stock Exchange under the symbol CBL. As of February 2012, CBL had an equity market capitalization of approximately $2.60 billion.
The Property. The Alamance Crossing Property is a 684,498 square foot Class A regional mall and lifestyle center, of which 456,989 square feet is collateral, located in Burlington, North Carolina. The Alamance Crossing Property is anchored by Dillard’s (non-owned), JCPenney (non-owned), Belk (ground lease), Hobby Lobby and Carousel Cinemas. The mall was developed in 2006 for a total cost of approximately $95.6 million. Since the completion of the Alamance Crossing Property, the sponsor has also developed the second phase of the property, Alamance West, for a total cost of approximately $20 million, which opened in Q4 2011, and is anchored by Kohl’s, BJ’s Wholesale Club, Inc. and Dick’s Sporting Goods.
Major in-line tenants at the mall include Barnes & Noble, Victoria’s Secret, American Eagle Outfitters, and The Children’s Place. The Alamance Crossing Property includes 39 in-line tenants and 4 restaurants. For the YE 2011, comparable in-line tenants (comparable tenants include those tenants with lease start dates greater than one year prior to sales reporting date) generated $31.3 million or $218 PSF in sales with occupancy costs of 15.0%.
Based on a rent roll dated November 23, 2011, the Alamance Crossing Property is 84.3% occupied (excluding non-collateral tenants).
Historical Sales PSF/Screen(1) | ||||||||||||||||
2008 | 2009 | 2010 | 2011 | |||||||||||||
Belk | $ | 136 | $ | 125 | $ | 131 | NAV | |||||||||
Carousel Cinemas(2) | $ | 140,810 | (3) | $ | 326,179 | $ | 324,112 | $ | 328,353 | |||||||
In-Line Tenants(4) | NAV | $ | 198 | $ | 219 | $ | 218 | |||||||||
(1) | Historical Sales PSF is based on historical operating statements provided by the borrower. |
(2) | Historical Sales per Screen for Carousel Cinemas is based on 16 screens. |
(3) | Sales presented above for Carousel Cinemas tenant for 2008 are for a partial year, as the tenant’s lease commencement date is July 1, 2008. |
(4) | In-Line Tenants sales for comparable in-line tenants only. |
Environmental Matters. The Phase I environmental report dated May 9, 2011 recommended no further action at the Alamance Crossing Property.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
73
1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
The Market. The Alamance Crossing Property is located in Burlington, Alamance County, North Carolina. Burlington is located in the North Carolina Piedmont Triad, a region of North Carolina in the Piedmont that is comprised of 12 counties surrounding the cities of Greensboro, Winston-Salem, and High Point. The Piedmont Triad has an estimated population of roughly 1.7 million, making it the 30th largest Combined Statistical Area in the United States. The Alamance Crossing Property is located approximately 5 miles southwest of downtown Burlington and approximately 15 miles east of Greensboro’s central business district.
The mall is situated in the dominant retail node between Greensboro and Raleigh, NC just off of I-40/85, the major highway connecting the two cities. Nearby retailers include: Kohl's, BJ's Wholesale Club, Inc., and Dick’s Sporting Goods (at Alamance West); Target, Best Buy, Michael’s Stores, PetsMart, Old Navy, Ross Stores, Bed Bath & Beyond (at University Crossing); and a Walmart Supercenter, one mile east of the Alamance Crossing Property. It is approximately four miles south of Elon University, whose 575-acre campus houses 4,995 undergraduate students and 671 graduate students. There is also a new 283-bed regional hospital, Alamance Regional Medical Center, located on the south side of Interstate 85. The Alamance Crossing Property’s trade area spans a 10-mile radius and, as of 2010, had a population of 131,819 in 52,078 households with an average household income was $54,320. The area has grown at an annual compounded rate of 1.32% over the last ten years, and is projected to grow at a 1.24% rate over the next five years.
Per CoStar, the Alamance Crossing Property is located in the Alamance County retail market. As of year-end 2011, the Alamance County mall market had an inventory of 3.1 million square feet, with a vacancy rate of 7.2% and rental rates of $12.77 PSF NNN. Similarly, the overall Alamance County retail market had an inventory of 13.1 million square feet, with a vacancy rate of 5.9% and rental rates of $10.42 PSF NNN.
The primary competitive set consists of the Friendly Shopping Center (953,149 SF, 18 miles W), Shops at Friendly Center (307,419 SF, 18 miles W), and Tanger Factory Outlet (318,990 SF, 15 miles E). The primary competitive set totals approximately 1.6 million square feet and is located within a 20 mile radius from the property. The local competitive set comprises Burlington Mall (415,944 SF, 2 miles NE), University Crossing (233,746 SF, adjacent to the subject), and Huffman Mill Plaza (200,000 SF, 1 mile east). Due to their distance from the Alamance Crossing Property, Streets of Southpoint (1,326,000 SF, 32 miles SE) and Cameron Village (630,123 SF, 57 miles E) are considered secondary competitors, and are not presented in the table below.
Burlington Mall is the closest competitor to the Alamance Crossing Property, and has lost two of its three anchors (JCPenney and Belk) to the subject. Friendly Shopping Center and Shops at Friendly Center are adjacent one another. The former is an enclosed mall, while the latter is a lifestyle center, both are owned by CBL.
Competitive Set(1) | ||||||
Name | Friendly Shopping Center | Shops at Friendly Center | Tanger Factory Outlets | Burlington Mall | University Crossing | Huffman Mill Plaza |
Distance from Subject | 18 miles | 18 miles | 15 miles | 2 miles | Adjacent to subject | 1 mile |
Property Type | Regional Center | Lifestyle Center | Outlet Center | Regional Mall | Power Center | Community Center |
Owner | CBL & Associates Properties, Inc. | CBL & Associates Properties, Inc. | NAV | NAV | NAV | NAV |
Year Built / Renovated | 1957 / 1996 | 2006-2008 / NAP | 2010 / NAP | 1969 / 2004 | 2005 / NAP | 1988 / 1993 |
Size (Sq. Ft.) | 953,149 | 307,419 | 318,990 | 415,944 | 233,746 | 200,000 |
Anchors / Major Tenants | Barnes & Noble, Belk, Grande Cinema, Macy’s, Sears | Harris Teeter, REI, DSW | Saks Fifth Avenue, J. Crew, Banana Republic, Polo Ralph Lauren, Gap | Sears | Target, Best Buy, Michael’s Stores, PetsMart, Old Navy, Ross Stores, Bed Bath & Beyond | WalMart Supercenter |
(1) | Source: Appraisal |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
74
1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
Cash Flow Analysis.
Cash Flow Analysis | ||||||||||||||||||||
2009 | 2010 | T-12 11/30/2011 | U/W | U/W PSF | ||||||||||||||||
Base Rent(1) | $ | 5,453,670 | $ | 5,589,943 | $ | 5,646,857 | $ | 7,224,709 | $ | 15.81 | ||||||||||
Total Recoveries | 1,870,173 | 1,794,157 | 1,832,009 | 1,884,447 | 4.12 | |||||||||||||||
Total Other Income | 244,314 | 373,145 | 345,531 | 406,364 | 0.89 | |||||||||||||||
Less: Vacancy & Credit Loss(2) | (6,396 | ) | (1,088 | ) | 0 | (2,199,803 | ) | (4.81 | ) | |||||||||||
Effective Gross Income | $ | 7,561,761 | $ | 7,756,157 | $ | 7,824,397 | $ | 7,315,718 | $ | 16.01 | ||||||||||
Total Operating Expenses | 1,878,099 | 1,767,850 | 1,851,582 | 2,146,443 | 4.70 | |||||||||||||||
Net Operating Income | $ | 5,683,662 | $ | 5,988,307 | $ | 5,972,814 | $ | 5,169,275 | $ | 11.31 | ||||||||||
TI/LC | 0 | 0 | 0 | 220,527 | 0.48 | |||||||||||||||
Capital Expenditures | 0 | 0 | 0 | 91,398 | 0.20 | |||||||||||||||
Net Cash Flow | $ | 5,683,662 | $ | 5,988,307 | $ | 5,972,814 | $ | 4,857,350 | $ | 10.63 | ||||||||||
(1) | U/W Base Rent includes value of vacant space. |
(2) | U/W Vacancy and Credit Loss is 18.0%, with additional adjustments made to U/W rents, including mark downs to market levels and U/W rent reductions to meet certain sustainable occupancy cost thresholds. |
Property Management. The Alamance Crossing Property is managed by CBL & Associates Management, Inc., an affiliate of CBL and the borrower. CBL & Associates Management, Inc. manages all of the properties that are owned by CBL.
Lockbox / Cash Management. The Alamance Crossing Loan is structured with a hard lockbox and springing cash management. The Alamance Crossing Loan provides for cash management upon the occurrence of (a) an event of default, (b) if the debt service coverage ratio for the trailing 12-month period is less than 1.10x on the last day of the calendar quarter, or (c) if the Barnes & Noble tenant becomes the subject of bankruptcy proceedings or goes dark at the Alamance Crossing Property. The Alamance Crossing Loan also provides for cash sweep upon the occurrence of (a) an event of default, (b) if the debt service coverage ratio for the trailing 12-month period is less than 1.10x on the last day of the calendar quarter, or (c) if the Barnes & Noble tenant becomes the subject of bankruptcy proceedings or goes dark at the Alamance Crossing Property.
Initial Reserves. At closing, the borrower deposited $334,788 into a tax reserve account.
Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $41,849 into a monthly tax reserve account, (ii) $4,199 into a capital expenditure account and (iii) $27,990 into a TI/LC reserve account.
Current Mezzanine or Subordinate Indebtedness. None.
Future Mezzanine or Subordinate Indebtedness Permitted. None
Partial Release. The borrower is permitted to obtain the release of a certain Release Parcel (as described in the Alamance Crossing Loan documents) provided, (i) the DSCR after release is not less than 1.10x and (ii) the LTV after release is not more than 69.0%. No underwritten cash flow or appraised value was assigned for such Release Parcel.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
75
1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
76
1080 Piper Lane Burlington, NC 27215 | Collateral Asset Summary Alamance Crossing | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $50,454,122 69.4% 1.35x 10.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
77
835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
78
835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | LCF | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Refinance | Property Type: | Anchored Retail | ||||||
Sponsor: | BOSC Realty Advisors LLC | Collateral: | Fee Simple / Leasehold | ||||||
Borrower: | BPI Brea LLC | Location: | Brea, CA | ||||||
Original Balance: | $43,500,000 | Year Built / Renovated: | 1976 / 1993-1994, 2008-2011 | ||||||
Cut-off Date Balance: | $43,451,656 | Total Sq. Ft.: | 165,337 | ||||||
% by Initial UPB: | 4.6% | Property Management: | Coreland Companies | ||||||
Interest Rate: | 6.3220% | Underwritten NOI: | $4,161,126 | ||||||
Payment Date: | 6th of each month | Underwritten NCF: | $3,943,614 | ||||||
First Payment Date: | March 6, 2012 | Appraised Value: | $66,000,000 | ||||||
Maturity Date: | February 6, 2022 | Appraisal Date: | December 7, 2011 | ||||||
Amortization: | 360 months | ||||||||
Additional Debt: | None | Historical NOI | |||||||
Call Protection: | L(25), D(91), O(4) | TTM NOI: | $3,117,192 (T-12 October 31, 2011) | ||||||
Lockbox / Cash Management: | Hard / In Place | 2010 NOI: | NAV | ||||||
2009 NOI: | NAV | ||||||||
Reserves(1) | 2008 NOI: | NAV | |||||||
Initial | Monthly | ||||||||
Taxes: | $382,220 | $76,444 | Historical Occupancy | ||||||
Insurance: | $63,199 | $5,745 | Current Occupancy(2): | 98.0% (January 4, 2012) | |||||
Replacement: | $0 | $2,756 | 2010 Occupancy: | NAV | |||||
TI/LC: | $81,158 | $13,778 | 2009 Occupancy: | NAV | |||||
DXL – Casual Male Reserve: | $150,225 | $0 | 2008 Occupancy: | NAV | |||||
DSW Reserve: | $522,500 | $0 | (1) | See “Initial Reserves” herein and “Ongoing Reserves” herein. | |||||
DXL – Casual Male Delivery Reserve: | $260,000 | $0 | (2) | Current Occupancy includes DXL – Casual Male Group andDSW, which have signed leases and are in the process of performing build out of their respective spaces. DXL – Casual Male Group is anticipated to receive their space in April 2012 and DSW is expected to receive their space by July 2012. Rent will commence for DSW three months after delivery and for DXL – Casual Male Group four months after delivery. Each such tenant has the right to terminate its lease if its space is not delivered by October 1, 2012, in the case of DSW, and June 1, 2012, in the case of DXL – Casual Male Group. | |||||
DSW Delivery Reserve: | $366,450 | $0 | |||||||
Free Rent Holdback Reserve: | $300,429 | $0 | |||||||
Build Out Reserve: | $1,099,351 | $0 | |||||||
Loftus Channel Completion Reserve: | $60,000 | $0 | |||||||
Financial Information | |||||||||
Cut-off Date Balance / Sq. Ft.: | $263 | ||||||||
Balloon Balance / Sq. Ft.: | $225 | ||||||||
Cut-off Date LTV: | 65.8% | ||||||||
Balloon LTV: | 56.4% | ||||||||
Underwritten NOI DSCR: | 1.28x | ||||||||
Underwritten NCF DSCR: | 1.22x | ||||||||
Underwritten NOI Debt Yield: | 9.6% | ||||||||
Underwritten NCF Debt Yield: | 9.1% | ||||||||
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
Tenant Summary | ||||||||||||||||||
Tenant | Ratings (Fitch/Moody’s/S&P) | Net Rentable Area (sq. ft.) | % of Net Rentable Area | U/W Base Rent PSF | % of Total U/W Base Rent | Lease Expiration | ||||||||||||
Tristone Cinemas | NR/NR/NR | 18,450 | 11.2 | % | $ | 9.59 | 4.1 | % | 7/31/2020 | |||||||||
Total Wines(2) | NR/NR/NR | 18,013 | 10.9 | % | $ | 16.00 | 6.7 | % | 6/30/2020 | |||||||||
DSW | NR/NR/NR | 17,450 | 10.6 | % | $ | 21.00 | 8.6 | % | 8/31/2022(1) | |||||||||
Mother’s Market | NR/NR/NR | 13,006 | 7.9 | % | $ | 19.25 | 5.9 | % | 8/31/2031 | |||||||||
Lucille’s Smokehouse | NR/NR/NR | 11,829 | 7.2 | % | $ | 14.58 | 4.0 | % | 3/30/2013 | |||||||||
Total Major Tenants | 78,748 | 47.6 | % | $ | 15.93 | 29.3 | % | |||||||||||
Non-Major Tenants | 83,359 | 50.4 | % | $ | 36.24 | 70.7 | % | |||||||||||
Total Occupied Collateral | 162,107 | 98.0 | % | $ | 26.37 | 100.0 | % | |||||||||||
Vacant | 3,230 | 2.0 | % | |||||||||||||||
Total / Wtd. Avg. | 165,337 | 100.0 | % |
(1) | The DSW lease includes a termination option after the 5th lease year (year ending 8/2017) if the gross sales do not exceed $4.0 million in year 5 of the lease term. |
(2) | Total Wines has a right to rent abatement if the Borders space (vacant since September 16, 2011 but leased to DSW and DXL – Casual Male Group and in build-out phase) remains vacant for 270 consecutive days, and a termination right under its lease if the Borders space remains vacant for one year. |
Lease Rollover Schedule | ||||||||||||||||||||||||||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent | ||||||||||||||||||||||||
MTM | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $ | 0.00 | 0.0 | % | 0.0 | % | |||||||||||||||||||
2012 | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $ | 0.00 | 0.0 | % | 0.0 | % | |||||||||||||||||||
2013 | 1 | 11,829 | 7.2 | % | 11,829 | 7.2 | % | $ | 14.58 | 4.0 | % | 4.0 | % | |||||||||||||||||||
2014 | 1 | 7,500 | 4.5 | % | 19,329 | 11.7 | % | $ | 16.13 | 2.8 | % | 6.9 | % | |||||||||||||||||||
2015 | 4 | 8,061 | 4.9 | % | 27,390 | 16.6 | % | $ | 50.50 | 9.5 | % | 16.4 | % | |||||||||||||||||||
2016 | 6 | 10,933 | 6.6 | % | 38,323 | 23.2 | % | $ | 37.80 | 9.7 | % | 26.1 | % | |||||||||||||||||||
2017 | 1 | 4,000 | 2.4 | % | 42,323 | 25.6 | % | $ | 29.00 | 2.7 | % | 28.8 | % | |||||||||||||||||||
2018 | 0 | 0 | 0.0 | % | 42,323 | 25.6 | % | $ | 0.00 | 0.0 | % | 28.8 | % | |||||||||||||||||||
2019 | 1 | 1,365 | 0.8 | % | 43,688 | 26.4 | % | $ | 26.88 | 0.9 | % | 29.6 | % | |||||||||||||||||||
2020 | 6 | 54,655 | 33.1 | % | 98,343 | 59.5 | % | $ | 19.91 | 25.4 | % | 55.1 | % | |||||||||||||||||||
2021 | 6 | 13,549 | 8.2 | % | 111,892 | 67.7 | % | $ | 40.94 | 13.0 | % | 68.0 | % | |||||||||||||||||||
2022 | 2 | 27,450 | 16.6 | % | 139,342 | 84.3 | % | $ | 22.82 | 14.7 | % | 82.7 | % | |||||||||||||||||||
Thereafter | 3 | 22,765 | 13.8 | % | 162,107 | 98.0 | % | $ | 32.49 | 17.3 | % | 100.0 | % | |||||||||||||||||||
Vacant | NAP | 3,230 | 2.0 | % | 165,337 | 100.0 | % | NAP | NAP | |||||||||||||||||||||||
Total / Wtd. Avg. | 31 | 165,337 | 100.0 | % | $ | 26.37 | 100.0 | % |
The Loan. The Brea Plaza Shopping Center Loan (the “Brea Plaza Shopping Center Loan”) is a fixed rate loan with an original principal balance of $43.5 million that is secured by the borrower’s fee simple and leasehold interest in the Brea Plaza Shopping Center, a 165,337 sq. ft. Class A, anchored retail shopping center located at the intersection of Imperial Highway and the Orange Freeway in Brea, California (the “Brea Plaza Shopping Center Property”). The Brea Plaza Shopping Center Loan has a 10-year term and amortizes on a 30-year schedule. The Brea Plaza Shopping Center Loan accrues interest at a fixed rate equal to 6.3220% and has a Cut-off Date Balance of approximately $43.5 million. Loan proceeds were used to retire existing debt of approximately $39.3 million, fund the purchase of the Jared Building Improvements and fund escrows for outstanding tenant build-out and free rent reserves. Based on the appraised value of $66.0 million as of December 7, 2011, the Cut-off Date LTV is 65.8% and the remaining implied equity is $22.5 million. The most recent prior financing of the Brea Plaza Shopping Center Property was not included in a securitization.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
Sources and Uses | |||||||||||||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||||||||||||
Loan Amount | $ | 43,500,000 | 99.9 | % | Loan Payoff | $ | 39,300,000 | 90.3 | % | ||||||||
Borrower Equity | $ | 40,000 | 0.1 | % | Prior Loan Reserves Refund | ($2,756,839 | ) | (6.3 | %) | ||||||||
Loan Reserves | $ | 3,285,531 | 7.5 | % | |||||||||||||
Jared Building Purchase | $ | 1,500,000 | 3.4 | % | |||||||||||||
Deferred Development Costs | $ | 1,098,014 | 2.5 | % | |||||||||||||
Closing Costs | $ | 1,113,293 | 2.6 | % | |||||||||||||
Total Sources | $ | 43,540,000 | 100.0 | % | Total Uses | $ | 43,540,000 | 100.0 | % |
The Borrower / Sponsor. The borrower, BPI Brea LLC, is a single purpose Delaware limited liability company with two independent directors in its organizational structure. The sponsor of the borrower is BOSC Realty Advisors LLC and the nonrecourse carve-out guarantors are Najwa Nadhir, Ronald Shunia, and Nedal Denha. Affiliated entities of the sponsor have owned the Brea Plaza Shopping Center Property since 1992, and have renovated and redeveloped the Brea Plaza Shopping Center Property several times over the past 20 years. Affiliates of the sponsor have developed and/or leased over 1 million square feet of retail space representing several hundred million dollars in value, including retail properties in Texas, California and Florida, as well as retail and office properties in Michigan.
The Property. The Brea Plaza Shopping Center Property is located at the intersection of the Orange Freeway & Imperial Highway, Brea, California.The site consists of a 13.13‐acre irregular‐shaped parcel developed with 15 single‐story retail buildings with a total of 165,337 square feet of net rentable area. The Brea Plaza Shopping Center Property was originally constructed in 1976 and most recently renovated between 2008 and 2011 with ongoing renovations including the completion of an 8,400 sq. ft. outparcel tenanted by Jared Jewelers (6,000 sq. ft.), Pinkberry (1,141 sq. ft.) and one additional speculative retail tenant. Other recent renovations include the construction of buildings C, T and U, which total 24,461 sq. ft. and are currently leased to Mother’s Market (13,006 sq. ft.), AT&T Wireless (4,704 sq. ft.), Chick-Fil-A (3,759 sq. ft.), Bonny Bridal (2,277 sq. ft.) and Eyebrow Beauty (715 sq. ft.).
Environmental Matters. The Phase I environmental report dated December 12, 2011 recommended no further action at the Brea Plaza Shopping Center Property.
Major Tenants.
Tristone Cinemas (18,450 sq. ft., 11.2% of NRA, 4.1% of U/W Base Rent)
Tristone Cinemas, dba Brea Plaza 5 Cinemas, is a late run movie-theater featuring five screens with standard seating. Tristone Cinemas operates five theaters in southern California. It is noted that with regards to the Tristone Cinemas sales, as a late-run theater, the theater has significantly lower costs to show movies and sells tickets for lower prices than typical first-run theaters. The theater typically runs movies after two week runs at first-run theaters. Tristone currently operates five similar theaters in the market and has reportedly been profitable at all of its locations. Tristone provided a personal guarantee from its chief executive officer. Tristone Cinemas reported sales of $185,868 per screen for the T-12 period ending October 2011.
Total Wines (18,013 sq. ft., 10.9% of NRA, 6.7% of U/W Base Rent)
Total Wines is an American alcohol retailer founded in 1991 by David and Robert Trone through the opening of two wine stores in Delaware. In 1998, Total Wines purchased five Total Beverage stores from the Dart Group. Following the purchase, Total Wines grew slowly until 2002, when other executives were brought in from major retailers like BJ's, Hechinger, The Home Depot, Hecht's, and others; this allowed steady expansion thereafter. Total Wines currently has over 80 locations in 10 states (Delaware, Florida, New Jersey, North Carolina, South Carolina, Georgia, Arizona, California, Virginia, and Nevada). Total Wines has become one of the largest independent fine wine retailers in the United States and is among a select few of fine wine retailers who operate in multiple states. It is the leading non-supermarket seller of fine wine in the United States.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
DSW (17,450 sq. ft., 10.6% of NRA, 8.6% of U/W Base Rent)
DSW Inc. is a leading branded footwear and accessories retailer that offers a wide selection of brand name and designer dress, casual and athletic footwear and accessories for women, men and kids. As of January 10, 2012, DSW operated 326 stores in 40 states and 336 leased departments for other retailers in the United States. As of December 14, 2011, DSW (NYSE: DSW) was trading at $44.54 per share, with a market capitalization of $1.93 billion. For the trailing-nine month period ending October 31, 2011, DSW reported total revenues of $1.5 billion and operating income of $111.5 million. The tenant space for DSW is currently being built out by the borrower and is anticipated to be delivered to DSW in July 2012. DSW has the right to terminate its lease if the space is not delivered by October 1, 2012. Estimated funds to complete all of the landlord’s obligations under the lease, as well as one year of rent, have been reserved.
The Market. The Brea Plaza Shopping Center Property is located in the southern portion of the City of Brea. The City of Brea is within northern Orange County and is 35 miles south of Los Angeles and 90 miles north of San Diego. A real estate data company classifies the Brea Plaza Shopping Center Property in the North submarket of Orange County which contains 5,708,000 sq. ft., or 14.2% of the region’s inventory.
As of third quarter 2011, the overall vacancy rate for the region was 6.4%, according to a real estate data company. The North submarket of Orange County has an overall vacancy rate of 6.3%. The average asking rental rate for all types of space in the region is $30.58 PSF. The highest average asking rent of $40.63 PSF is being achieved in the Coastal submarket of Orange County. Conversely, the lowest rent is being achieved in the West submarket of Orange County at $23.75 PSF. The Brea Plaza Shopping Center Property’s North submarket has an average asking rental rate of $29.60 PSF.
Competitive Set(1) | ||||||
Name | Brea Gateway Center | Brea Center | Morningside Plaza | Imperial Center East | Fullerton University Center | Fullerton Crossroads |
Distance from Subject | 0.5 miles | 1.1 miles | 1.4 miles | 1.7 miles | 2.0 miles | 2.2 miles |
Property Type | Community SC | Neighborhood SC | Neighborhood SC | Community SC | Community SC | Community SC |
Year Built / Renovated | 1994 | 1967 | 1992 | 1989 | 1975 | 1970 / 2005 |
Total Occupancy | 99% | 98% | 95% | 98% | 100% | 99% |
Size (Sq. Ft.) | 181,854 | 56,945 | 91,209 | 221,224 | 189,000 | 226,000 |
Anchors / Major Tenants | Ralph’s, Cost Plus World Market | Vons | Stater Brothers | Albertsons, TJ Maxx, Trader Joe’s | Target | Ralph’s, Kohl’s |
(1) | Source: Appraisal |
Cash Flow Analysis.
Cash Flow Analysis | ||||||||||||
T-12 10/31/2011 | U/W | U/W PSF | ||||||||||
Base Rent(1) | $ | 2,944,060 | $ | 4,275,387 | $ | 25.86 | ||||||
Value of Vacant Space | 0 | 140,201 | 0.85 | |||||||||
Gross Potential Rent | $ | 2,944,060 | $ | 4,415,588 | $ | 26.71 | ||||||
Total Recoveries | 879,230 | 1,695,992 | 10.26 | |||||||||
Total Other Income | 303,770 | 300,000 | 1.81 | |||||||||
Less: Vacancy(2) | 0 | (320,579 | ) | (1.94 | ) | |||||||
Effective Gross Income | $ | 4,127,060 | $ | 6,091,001 | $ | 36.84 | ||||||
Total Operating Expenses | 1,009,868 | 1,929,875 | 11.67 | |||||||||
Net Operating Income | $ | 3,117,192 | $ | 4,161,126 | $ | 25.17 | ||||||
TI/LC | 0 | 184,445 | 1.12 | |||||||||
Capital Expenditures | 0 | 33,067 | 0.20 | |||||||||
Net Cash Flow | $ | 3,117,192 | $ | 3,943,614 | $ | 23.85 |
(1) | U/W Base Rent includes $24,253 in contractual step rent through November 2012. |
(2) | U/W vacancy of 5.0% of gross income. |
Property Management. The Brea Plaza Shopping Center Property is managed by Coreland Companies, which is not an affiliate of the borrower.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
Lockbox / Cash Management. The Brea Plaza Shopping Center Loan is structured with a hard lockbox and in place cash management.
Additionally, all excess cash will be swept into a lender controlled account (i) upon the occurrence of event of default under the Brea Plaza Shopping Center Loan or the management agreement, (ii) upon the occurrence of a borrower cooperation failure event, or (iii) if the debt service coverage ratio for the Brea Plaza Shopping Center Property is less than 1.05x on a trailing 12-month basis for any applicable period.
Initial Reserves. At closing, the borrower deposited (i) $382,220 into a tax reserve account, (ii) $63,199 into an insurance reserve account, (iii) $81,158 into the TI/LC reserve account, (iv) $60,000 into a Loftus Channel Completion Reserve for outstanding fees asserted by the Orange County Flood District to be owed with the development of the parking area over the flood channel along the eastern end of the Property, (v) $150,225 into a DXL – Casual Male TI/LC Reserve for TI/LC costs to be paid in connection with the DXL – Casual Male space, (vi) $522,500 into a DSW TI/LC Reserve for TI/LC costs to be paid in connection with the DSW space, (vii) $260,000 into a DXL – Casual Male Deliver Reserve to be released upon DXL – Casual Male taking occupancy and opening for business, (viii) $366,450 into a DSW Delivery Reserve to be released upon DSW taking occupancy and opening for business,(ix) $300,429 in a Free Rent Reserve for remaining free rent and, (x) $1,099,351 in a Build Out Reserve to cover build-out costs associated with the DSW and DXL – Casual Male spaces.
Ongoing Reserves. On a monthly basis, the borrower is required to deposit reserves of (i) $76,444 into a monthly tax reserve account, (ii) $5,745 into a monthly insurance reserve account, (iii) $2,756 into a capital expenditure account and (iv) $13,778 into a TI/LC reserve account. The TI/LC reserve is capped at $500,000, except during the last three years of the Brea Plaza Shopping Center Loan term.
Current Mezzanine or Subordinate Indebtedness. None
Future Mezzanine or Subordinate Indebtedness Permitted. None
Ground Lease. A portion of the parking area running to the benefit of the Brea Plaza Shopping Center Property (including the land currently improved with the drive-thru for Chick-Fil-A) is subject to a ground lease between borrower (as tenant) and Orange County Flood Control District (as landlord). This parking area was constructed above a flood channel running along the eastern portion of the Brea Plaza Shopping Center Property. The ground lease for the Loftus Channel Land carries a 30-year term (expiring October 31, 2040), with two 10-year extension options. The initial rent under the lease is $16,274 per month. Rent will increase every five years based upon increases in the Consumer Price Index for the initial term beginning on November 1, 2015, as well as the extension terms. Under the terms of the ground lease, certain construction costs (plus interest at the greater of (a) 10% or (b) average interest+2% per annum) associated with the development of the parking area above the flood channel are considered to be prepaid rent, and will offset such rent obligations during the initial 30-year term of the lease. Based upon estoppels received from Orange County, the above referenced construction costs are estimated (under what the related mortgage loan seller considers reasonable assumptions) to be sufficient to cover all rent payments during the initial 30-year term of the ground lease and, accordingly, no ground rent will be due during such term.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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835 East Imperial Highway and 1647 East Imperial Highway Brea, CA 92821 | Collateral Asset Summary Brea Plaza Shopping Center | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $43,451,656 65.8% 1.22x 9.6% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | LCF | Single Asset / Portfolio: | Two crossed single assets | ||||||
Loan Purpose: | Refinance | Property Type: | Conventional Multifamily | ||||||
Sponsor: | Belinda Meruelo | Collateral: | Fee Simple | ||||||
Borrower: | Rio Apartments, Inc.; Residences at 107 Ave., Inc. | Location: | Miami, FL | ||||||
Year Built / Renovated: | 1971,1974 / NAP | ||||||||
Original Balance(1): | $34,500,000 | Total Units: | 557 | ||||||
Cut-off Date Balance(1): | $34,462,582 | Property Management: | Self-Managed | ||||||
% by Initial UPB: | 3.7% | Underwritten NOI: | $3,978,909 | ||||||
Interest Rate: | 6.5000% | Underwritten NCF: | $3,783,959 | ||||||
Payment Date: | 6th of each month | Appraised Value: | $52,700,000 | ||||||
First Payment Date: | March 6, 2012 | Appraisal Date: | November 10, 2011 | ||||||
Maturity Date: | February 6, 2017 | ||||||||
Amortization: | 360 months | Historical NOI | |||||||
Additional Debt: | None | TTM NOI: | $4,461,028 (T-12 November 30, 2011) | ||||||
Call Protection: | YM1(59), O(1) | 2010 NOI: | $3,496,226 (December 31, 2010) | ||||||
Lockbox / Cash Management: | Soft / In Place | 2009 NOI: | $3,741,858 (December 31, 2009) | ||||||
2008 NOI: | $3,114,394 (December 31, 2008) | ||||||||
Reserves(2) | |||||||||
Initial | Monthly | Historical Occupancy | |||||||
Taxes: | $162,720 | $54,240 | Current Occupancy: | 97.8% (November 28, 2011) | |||||
Insurance: | $189,411 | $36,324 | 2010 Occupancy: | 95.1% (December 31, 2010) | |||||
Replacement: | $0 | $16,246 | 2009 Occupancy: | 93.9% (December 31, 2009) | |||||
Required Repairs: | $537,638 | NAP | 2008 Occupancy: | 93.0% (December 31, 2008) | |||||
Debt Service Reserve: | $218,064 | NAP | (1) | Aggregate balance of two cross-defaulted and cross-collateralized mortgage loans. | |||||
Security Deposit Reserve: | $485,370 | $0 | (2) | See “Initial Reserves” and “Ongoing Reserves” herein. | |||||
Financial Information | |||||||||
Cut-off Date Balance / Unit: | $61,872 | ||||||||
Balloon Balance / Unit: | $58,322 | ||||||||
Cut-off Date LTV: | 65.4% | ||||||||
Balloon LTV: | 61.6% | ||||||||
Underwritten NOI DSCR: | 1.52x | ||||||||
Underwritten NCF DSCR: | 1.45x | ||||||||
Underwritten NOI Debt Yield: | 11.5% | ||||||||
Underwritten NCF Debt Yield: | 11.0% |
Property Name | Location | Units | Year Built / Renovated | Original Principal Balance | Appraised Value | Occupancy |
Rio Apartments | Miami, FL | 294 | 1971 / NAP | $18,500,000 | $27,700,000 | 98.0% |
Treetop Apartments | Miami, FL | 263 | 1974 / NAP | $16,000,000 | $25,000,000 | 97.7% |
Total / Wtd. Average: | 557 | $34,500,000 | $52,700,000 | 97.8% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
Unit Mix – Rio Apartments(1) | ||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Sq. Ft. | Occupied Units | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate | ||||||||||||||||||
1 Bed / 1 Bath | 90 | 30.6 | % | 58,950 | 89 | 655 | $ | 923 | ||||||||||||||||
1 Bed / 1.5 Bath | 95 | 32.3 | % | 86,260 | 92 | 908 | $ | 1,114 | ||||||||||||||||
2 Bed / 1 Bath | 109 | 37.1 | % | 99,190 | 107 | 910 | $ | 1,116 | ||||||||||||||||
Total / Wtd. Avg. | 294 | 100.0 | % | 244,400 | 288 | 831 | $ | 1,056 |
(1) | Based on an appraiser utilized rent roll dated November 28, 2011. |
Unit Mix – Treetop Apartments(1) | ||||||||||||||||||||||||
Unit Type | # of Units | % of Total | Sq. Ft. | Occupied Units | Average Unit Size (Sq. Ft.) | Average Monthly Rental Rate | ||||||||||||||||||
1 Bed / 1 Bath | 17 | 6.5 | % | 13,141 | 17 | 773 | $ | 893 | ||||||||||||||||
1 Bed / 1.5 Bath | 140 | 53.2 | % | 130,760 | 136 | 934 | $ | 990 | ||||||||||||||||
2 Bed / 1 Bath | 70 | 26.6 | % | 68,460 | 68 | 978 | $ | 1,114 | ||||||||||||||||
2 Bed / 1.5 Bath | 36 | 13.7 | % | 36,504 | 36 | 1,014 | $ | 1,140 | ||||||||||||||||
Total / Wtd. Avg. | 263 | 100.0 | % | 248,865 | 257 | 946 | $ | 1,037 |
(1) | Based on an appraiser utilized rent roll dated November 28, 2011. |
The Loans. The Rio Apartments and Treetop Apartments loans (the “Rio Apartments and Treetop Apartments Loans”) are cross collateralized/cross defaulted fixed rate loans with original principal balances of $18.5 million and $16.0 million, respectively, that are secured by the borrower’s fee simple interest in Rio Apartments, a 294 unit multifamily apartment complex located in Miami, Florida, and Treetop Apartments, a 263 unit multifamily apartment complex located in Miami, Florida (each a “Property” and, together, the “Rio Apartments and Treetop Apartments Properties”). The Rio Apartments and Treetop Apartments Loans have a 5-year term and amortize on a 30-year schedule. The Rio Apartments and Treetop Apartments Loans accrue interest at a fixed rate equal to 6.5000% and have a Cut-off Date balance of $18.48 million and $15.98 million, respectively. Loan proceeds were used to retire existing debt of approximately $21.75 million and fund reserves and closing costs of approximately $2.75 million, giving the borrower a cash-out of approximately $10 million. Based on the appraised value of $52.7 million as of November 10, 2011, the Cut-off Date LTV is 65.4%. The most recent prior financing of the Rio Apartments property was included in the BACM 2000-2 transaction. The most recent prior financing of the Treetop Apartments property was not included in a securitization.
Sources and Uses – Rio Apartments | |||||||||||||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||||||||||||
Loan Amount | $ | 18,500,000 | 100 | % | Loan Payoff | $ | 11,211,284 | 60.6 | % | ||||||||
Reserves | $ | 1,054,693 | 5.7 | % | |||||||||||||
Cash to Borrower | $ | 5,577,765 | 30.2 | % | |||||||||||||
Closing Costs | $ | 656,258 | 3.5 | % | |||||||||||||
Total Sources | $ | 18,500,000 | 100.0 | % | Total Uses | $ | 18,500,000 | 100.0 | % |
Sources and Uses – Treetop Apartments | |||||||||||||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||||||||||||
Loan Amount | $ | 16,000,000 | 100 | % | Loan Payoff | $ | 10,540,035 | 65.9 | % | ||||||||
Reserves | $ | 538,509 | 3.4 | % | |||||||||||||
Cash to Borrower | $ | 4,424,660 | 27.6 | % | |||||||||||||
Closing Costs | $ | 496,796 | 3.1 | % | |||||||||||||
Total Sources | $ | 16,000,000 | 100.0 | % | Total Uses | $ | 16,000,000 | 100.0 | % |
The Borrower / Sponsor. Each borrower is a Florida Sub-S Corporation with an independent director in its organizational structure. The sponsor of the borrowers and the nonrecourse carve-out guarantor is Belinda Meruelo. Ms. Meruelo is a long-time experienced and established real estate investor, developer, and property manager who has resided and been heavily active in the South Florida real estate market for the past thirty years. Her portfolio, which she has both developed and managed, consists of over 2,000 units. Ms. Meruelo has owned the Rio Apartments property since 1991 and the Treetop Apartments property since 1994.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
The Properties.
Rio Apartments – The Rio Apartments property is a Class B/C property located at 8801-8871 Fontainebleau Boulevard, Miami, Florida (the “Rio Apartments Property”). The site consists of a 9.23‐acre irregular‐shaped parcel developed with twelve garden-style multifamily apartment buildings ranging from two to five stories with a total of 294 units, all developed in 1971. The site is also improved with two swimming pools, a tennis court, a clubhouse building, laundry facility and 375 parking spaces. The sponsor accepts Section 8 housing credits for the Rio Apartments Property and approximately 50% of the income is from Section 8 tenants that are mostly senior citizens.
Treetop Apartments - The Treetop Apartments property is a Class B/C property located at 8532 SW 107th Avenue, Miami, Florida (the “Treetop Apartments Property”). The site consists of a 10.21‐acre irregular‐shaped parcel developed with nine two‐story multifamily garden style apartment buildings with a total of 263 units, all developed in 1974. The site is also improved with two swimming pools, a tennis court, clubhouse building, and seven laundry facilities. The sponsor accepts Section 8 housing credits for the Treetop Apartments Property and approximately 50% of the income is from Section 8 tenants that are mostly senior citizens.
Environmental Matters. The Phase I environmental report dated November 17, 2011 recommended the development and implementation of an Asbestos Operation and Maintenance Plan at the each Property. The Phase I environmental report for the Rio Apartments Property also noted that due to the Property’s age, the Property’s utility owned pad-mounted electrical transformers may contain polychlorinated biphenyls (“PCBs”). Overall the transformers appeared to be in good condition with the exception of dielectric fluid staining observed on the concrete pad of the transformer located on the eastern corner of Building 8851. In accordance with Section 761 of the Toxic Substance Control Act, the transformers’ owner, Florida Power & Light, is responsible for their maintenance and remediation in the event of a leak. The Phase I report recommends the utility company should be notified of the leaking transformers, the PCB content of the released dielectric fluid should be determined, the transformer should be either replaced or repaired and the areas exhibiting dielectric fluid staining be properly cleaned.
The Market. Both the Rio Apartments Property and the Treetop Apartments Property are located in Miami-Dade County, in the southeastern part of the state of Florida. Within the Miami-Dade County, the Rio Apartments Property is located in the portion of the Miami area that is in the Airport West submarket, and the Treetop Apartments Property is located in the portion of the Miami area that is in the Kendall West submarket. The county’s population makes up approximately half of the South Florida metropolitan area population. Miami-Dade County is part of the Miami-Fort Lauderdale-Pompano Beach-Homestead, Florida metropolitan statistical area. Miami-Dade County has an estimated 2011 population of 2,521,036, which represents an average annual 1.0% increase over the 2000 census of 2,253,362. Miami-Dade County added an average of 24,334 residents per year over the 2000-2011 period.
Airport West Submarket - The Airport West submarket contains an overall inventory of 14,266 units, of which 8,231 units or 58% are Class B/C units. Due to the mature nature of the market, limited new construction has occurred within the Rio Apartments Property’s submarket over the past few years and only one traditional apartment property is known to the related mortgage seller to be proposed at this time. The most recent new development was Cordoba which was a 224 unit apartment development completed in July 2010. Overall submarket vacancy (all classes of properties combined) is estimated at 5.8% as of 2011, which represents a modest decrease from a high mark of 6.5% in 2010. Class B/C vacancy is higher at 7.0%. The average effective rent for the overall submarket is $1,101 per unit, which represents an increase from the low mark of $1,054 per unit in 2009. Effective rents have increased an overall average of 4.5% since that time. The Class B/C asking rental rate is lower at $1,023 per unit and has also been moving upward since its low point of $988 per unit in 2009. Class B/C asking rents have increased an overall average of 3.5% since that time.
Kendall West Submarket - The Kendall West submarket contains an overall inventory of 4,416 units, of which 2,990 units or 68% are Class B/C units. Due to the mature nature of the market limited new construction has occurred within the Treetop Apartments Property submarket over the past few years and no traditional apartments are known to the related mortgage seller to be proposed at this time. The most recent new development was Cordoba which was a 224 unit apartment development completed in July 2010. Overall submarket vacancy (all classes of properties combined) is estimated at 3.6% as of 2011, which represents a modest decrease from a high mark of 5.5% in 2010. Class B/C vacancy is lower at 3.2%. The average effective rent for the overall submarket is $1,018 per unit, which represents an increase from the low mark of $971 per unit in 2009. Effective rents have increased an overall average of 4.8% since that time. The Class B/C asking rental rate is lower at $994 per unit and has also been moving upward since its low point of $941 per unit in 2009. Class B/C asking rents have increased an overall average of 5.6% since that time.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
Competitive Set (1) – Rio Apartments | ||||
Name | Blue Riviera | Fontainbleau Milton | Vista Verde at Westchester | Birchwood |
Distance from Subject | 1.4 mi | 0.8 mi | 3.3 mi | 0.6 mi |
Property Type | Garden style | High rise | Garden style | Garden style |
Year Built / Renovated | 1986 | 1992 | 1993 | 1972 |
Total Occupancy | 100% | 97% | 94% | 98% |
Size (units) | 310 | 1,351 | 306 | 330 |
(1) | Source: Appraisal |
Competitive Set(1) – Treetop Apartments | ||||
Name | Nob Hill Apartments | Harbour Key | Wellington Manor | Sherwood West |
Distance from Subject | 1.4 mi | 0.9 mi | 0.5 mi | 1.0 mi |
Property Type | Garden style | Garden style | Garden style | Garden style |
Year Built / Renovated | 1969 | 1969 | 1968 | 1970 |
Total Occupancy | 99% | 97% | 96% | 92% |
Size (units) | 314 | 300 | 205 | 184 |
(1) | Source: Appraisal |
Cash Flow Analysis.
Cash Flow Analysis – Rio Apartments | ||||||||||||||||||||
2009 | 2010 | T-12 11/30/2011 | U/W | U/W per Unit | ||||||||||||||||
Gross Potential Rent | $ | 3,251,254 | $ | 3,280,102 | $ | 3,342,920 | $ | 3,726,876 | $ | 12,676 | ||||||||||
Total Other Income | 67,826 | 70,510 | 71,341 | 73,500 | 250 | |||||||||||||||
Less: Vacancy & Credit Loss | 0 | 0 | 0 | (186,344 | ) | (634 | ) | |||||||||||||
Effective Gross Income | $ | 3,319,080 | $ | 3,350,612 | $ | 3,414,261 | $ | 3,614,032 | $ | 12,293 | ||||||||||
Total Operating Expenses | 1,281,123 | 1,299,947 | 1,004,434 | 1,477,948 | 5,027 | |||||||||||||||
Net Operating Income | $ | 2,037,957 | $ | 2,050,664 | $ | 2,409,827 | $ | 2,136,084 | $ | 7,266 | ||||||||||
Capital Expenditures | 0 | 0 | 0 | 102,900 | 350 | |||||||||||||||
Net Cash Flow | $ | 2,037,957 | $ | 2,050,664 | $ | 2,409,827 | $ | 2,033,184 | $ | 6,916 |
Cash Flow Analysis – Treetop Apartments | ||||||||||||||||||||
2009 | 2010 | T-12 11/30/2011 | U/W | U/W per Unit | ||||||||||||||||
Gross Potential Rent | $ | 2,636,006 | $ | 2,661,737 | $ | 2,828,348 | $ | 3,148,572 | $ | 11,972 | ||||||||||
Total Other Income | 82,522 | 88,123 | 72,909 | 85,475 | 325 | |||||||||||||||
Less: Vacancy & Credit Loss | 0 | 0 | 0 | (157,429 | ) | (599 | ) | |||||||||||||
Effective Gross Income | $ | 2,718,528 | $ | 2,749,860 | $ | 2,901,257 | $ | 3,076,618 | $ | 11,698 | ||||||||||
Total Operating Expenses | 1,014,627 | 1,304,298 | 850,056 | 1,233,794 | 4,691 | |||||||||||||||
Net Operating Income | $ | 1,703,901 | $ | 1,445,562 | $ | 2,051,201 | $ | 1,842,825 | $ | 7,007 | ||||||||||
Capital Expenditures | 0 | 0 | 0 | 92,050 | 350 | |||||||||||||||
Net Cash Flow | $ | 1,703,901 | $ | 1,445,562 | $ | 2,051,201 | $ | 1,750,775 | $ | 6,657 |
Property Management. The Rio Apartments Property and the Treetop Apartments Property are each self managed by the borrower.
Lockbox / Cash Management. The Rio Apartments and Treetop Apartments Loans are structured with a soft lockbox and in place cash management.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
Initial Reserves.
Rio Apartments - At closing, the borrower deposited (i) $85,369 into a tax reserve account, (ii) $174,957 into an insurance reserve account, (iii) $412,638 into the required repairs reserve account, (iv) $264,797 into the security deposit reserve account and (v) $116,933 into the debt service reserve account.
Treetop Apartments - At closing, the borrower deposited (i) $77,351 into a tax reserve account, (ii) $14,455 into an insurance reserve account, (iii) $125,000 into the required repairs reserve account, (iv) $220,573 into the security deposit reserve account and (v) $101,131 into the debt service reserve account.
Ongoing Reserves.
Rio Apartments - On a monthly basis, the borrower is required to deposit (i) $28,456 into a monthly tax reserve account, (ii) $21,870 into a monthly insurance reserve account and (iii) $8,575 into a replacement reserve account.
Treetop Apartments - On a monthly basis, the borrower is required to deposit (i) $25,784 into a monthly tax reserve account, (ii) $14,455 into a monthly insurance reserve account and (iii) $7,671 into a replacement reserve account.
Current Mezzanine or Subordinate Indebtedness. None.
Future Mezzanine or Subordinate Indebtedness Permitted. None.
Partial Release. Each Property may be released, pursuant to the related cross-default, cross-collateralization and contribution agreement, provided that, among other things, (a) its corresponding loan is paid in full and such prepayment is (if prior to the open period) accompanied by a prepayment fee equal to the greater of (i) 1% of the amount prepaid or (ii) a yield maintenance premium; (b) the remaining loan is prepaid by 20% of the original principal balance of the fully prepaid loan and such prepayment (if prior to the open period) is accompanied by a prepayment fee equal to the greater of (i) 1% of the amount prepaid, or (ii) a yield maintenance premium, (c) the debt service coverage ratio (“DSCR”) for the remaining loan will be equal to or greater than the greater of (i) the combined DSCR of both loans as of origination and (ii) combined DSCR of both loans prior to the release; and (d) the loan-to-value ratio (“LTV”) for the remaining loan will be equal to or less than the lesser of (i) the combined LTV of both loans as of origination and (ii) combined LTV of both loans prior to the release.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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Miami, FL | Collateral Asset Summary Rio Apartments and Treetop Apartments | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $34,462,582 65.4% 1.45x 11.5% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | GLAC | Single Asset / Portfolio: | Single Asset | ||||
Loan Purpose: | Refinance | Property Type: | Office / Retail | ||||
Sponsor: | Millcraft Investments, Inc.; Kathleen S. | Collateral: | Fee Simple | ||||
Piatt Marital Trust; Jack B. Piatt | Location: | Pittsburgh, PA | |||||
Family Trust No. 2; Lucas B. Piatt; | Year Built / Renovated: | 1998 / 2006-2007 | |||||
Piatt Place NMTC Lender, LLC | Total Sq. Ft.: | 222,155 | |||||
Borrower: | Piatt Place Downtown Pittsburgh, L.P. | Property Management: | Millcraft Property Management | ||||
Original Balance: | $33,500,000 | Services, LLC | |||||
Cut-off Date Balance: | $33,500,000 | Underwritten NOI: | $3,404,707 | ||||
% by Initial UPB: | 3.60% | Underwritten NCF: | $3,309,898 | ||||
Interest Rate: | 5.50% | Appraised Value(3): | $45,100,000 | ||||
Payment Date: | 6th of each month | Appraisal Date: | April 1, 2012 | ||||
First Payment Date: | 6-Apr-12 | ||||||
Maturity Date: | 6-Mar-22 | Historical NOI | |||||
Amortization: | Interest Only for first 24 months; 360 months thereafter | TTM 2011 NOI: | $2,167,925 (T-12 October 31, 2011) | ||||
Additional Debt(1): | $16,813,000 Subordinate Debt | TTM 2010 NOI: | $1,280,550 (T-12 October 31, 2010) | ||||
Call Protection: | L(24), YM1(89), O(7) | TTM 2009 NOI: | $224,192 (T-12 October 31, 2009) | ||||
Lockbox / Cash Management: | Hard / In Place | 2008 NOI: | NAV |
Reserves(2) | Historical Occupancy | ||||||
Initial | Monthly | Current Occupancy(3): | 93.8% (February 1, 2012) | ||||
Taxes: | $0 | Springing | 2010 Occupancy: | 87.0% (October 31, 2010) | |||
Insurance: | $0 | Springing | 2009 Occupancy: | 10.4% (October 31, 2009) | |||
Replacement: | $3,132 | $3,132 | 2008 Occupancy: | NAV | |||
TI/LC: | $0 | $0 | |||||
Phoenix Reserve: | $1,250,000 | $0 | (1) The Piatt Place Property is encumbered by several subordinated financings structured as | ||||
subordinate mortgages to qualify for certain tax credits under the New Markets Tax Credits | |||||||
Financial Information | program. See “Description of the Mortgage Pool – Certain Terms and Conditions of the | ||||||
Cut-off Date Balance / Sq. Ft.: | $151 | Mortgage Loans – New Markets Tax Credits” in the Free Writing Prospectus. | |||||
Balloon Balance / Sq. Ft.: | $132 | (2) See “Initial Reserves” and “Ongoing Reserves” herein. | |||||
Cut-off Date LTV: | 74.30% | (3) Phoenix tenant has taken occupancy. University of Phoenix has signed a lease, and the | |||||
Balloon LTV: | 65.10% | tenant’s space is currently being built-out. $1.25 million was escrowed upfront in a reserve | |||||
Underwritten NOI DSCR: | 1.49x | account to cover the costs associated with the tenant build-out of the University of Phoenix space. | |||||
Underwritten NCF DSCR: | 1.45x | ||||||
Underwritten NOI Debt Yield: | 10.20% | ||||||
Underwritten NCF Debt Yield: | 9.90% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
95
301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
Tenant Summary | |||||||
Tenant | Ratings (Fitch/Moody’s/S&P)(1) | Net Rentable Area (Sq. Ft.) | % of Net Rentable Area | U/W Base Rent PSF | % of Total U/W Base Rent | Lease Expiration | |
Commonwealth of PA - Department of General Services(2) | AA+/Aa1/AA | 165,500 | 74.5% | $10.86 | 57.9% | 12/31/2029 | |
University of Phoenix | NR/NR/NR | 15,182 | 6.8% | $24.21 | 11.8% | 12/31/2018 | |
The Capital Grille | BBB/Baa2/BBB | 10,533 | 4.7% | $35.22 | 12.0% | 8/31/2017 | |
McCormick & Schmick | NR/NR/NR | 8,918 | 4.0% | $36.00 | 10.3% | 4/30/2018 | |
Total Major Tenants | 200,133 | 90.1% | $14.28 | 92.1% | |||
Non-Major Tenants | 8,322 | 3.7% | $29.50 | 7.9% | |||
Total Occupied Collateral | 208,455 | 93.8% | $14.88 | 100.0% | |||
Vacant | 13,700 | 6.2% | |||||
Total / Wtd. Avg. | 222,155 | 100.0% | |||||
(1) | Certain ratings are those of the parent company whether or not the parent company guarantees the lease. |
(2) | The tenant currently occupies 165,500 sq. ft. or 74.5% of the NRA and has the obligation to add an additional 13,700 sq. ft. or 6.2% of the NRA commencing March 2012. % of Total U/W Base Rent does not include amounts attributable to such additional space. |
Lease Rollover Schedule | ||||||||||||||||||||||||||||||||
Year | # of Leases Expiring | Total Expiring Sq. Ft. | % of Total Sq. Ft. Expiring | Cumulative Sq. Ft. Expiring | Cumulative % of Sq. Ft. Expiring | Annual U/W Base Rent Per Sq. Ft. | % U/W Base Rent Rolling | Cumulative % of U/W Base Rent | ||||||||||||||||||||||||
MTM | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $0.00 | 0.0 | % | 0.0 | % | ||||||||||||||||||||
2012 | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $0.00 | 0.0 | % | 0.0 | % | ||||||||||||||||||||
2013 | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $0.00 | 0.0 | % | 0.0 | % | ||||||||||||||||||||
2014 | 0 | 0 | 0.0 | % | 0 | 0.0 | % | $0.00 | 0.0 | % | 0.0 | % | ||||||||||||||||||||
2015 | 1 | 858 | 0.4 | % | 858 | 0.4 | % | $27.04 | 0.7 | % | 0.7 | % | ||||||||||||||||||||
2016 | 0 | 0 | 0.0 | % | 858 | 0.4 | % | $0.00 | 0.0 | % | 0.7 | % | ||||||||||||||||||||
2017 | 2 | 14,087 | 6.3 | % | 14,945 | 6.7 | % | $35.90 | 16.3 | % | 17.0 | % | ||||||||||||||||||||
2018 | 2 | 24,100 | 10.8 | % | 39,045 | 17.6 | % | $28.58 | 22.2 | % | 39.2 | % | ||||||||||||||||||||
2019 | 0 | 0 | 0.0 | % | 39,045 | 17.6 | % | $0.00 | 0.0 | % | 39.2 | % | ||||||||||||||||||||
2020 | 0 | 0 | 0.0 | % | 39,045 | 17.6 | % | $0.00 | 0.0 | % | 39.2 | % | ||||||||||||||||||||
2021 | 1 | 36 | 0.0 | % | 39,081 | 17.6 | % | $280.00 | 0.3 | % | 39.6 | % | ||||||||||||||||||||
2022 | 0 | 0 | 0.0 | % | 39,081 | 17.6 | % | $0.00 | 0.0 | % | 39.6 | % | ||||||||||||||||||||
Thereafter | 2 | 169,374 | 76.2 | % | 208,455 | 93.8 | % | $11.07 | 60.4 | % | 100.0 | % | ||||||||||||||||||||
Vacant | NAP | 13,700 | 6.2 | % | 222,155 | 100.0 | % | NAP | NAP | |||||||||||||||||||||||
Total / Wtd. Avg. | 8 | 222,155 | 100.0 | % | $ | 14.88 | 100.0 | % |
The Loan. The Piatt Place loan (the “Piatt Place Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in the 222,155 square foot Class A, mixed use building located at 301 Fifth Avenue in Pittsburgh, PA (the “Piatt Place Property”) with an original principal balance of $33.5 million. The Piatt Place Loan has a 10-year term and amortizes on a 30-year schedule after an initial interest only period of 24 months. The Piatt Place Loan accrues interest at a fixed rate equal to 5.5000% and has a Cut-off Date Balance of $33.5 million. The proceeds of the Piatt Place Loan were used to, among other things, retire existing debt for approximately $30.1 million and fund an equity payout of $1.6 million to the borrower. Based on the appraised value of $45.1 million as of April 1, 2012 (assumes that the University of Phoenix tenant has taken occupancy), the Cut-off Date LTV is 74.3%. The most recent prior financing of the Piatt Place Property was not included in a securitization.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
96
301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
Sources and Uses | |||||||||||||||||
Sources | Proceeds | % of Total | Uses | Proceeds | % of Total | ||||||||||||
Loan Amount | $ | 33,500,000 | 100.0 | % | Loan Payoff | $ | 30,063,476 | 89.7 | % | ||||||||
Reserves | 1,253,132 | 3.7 | % | ||||||||||||||
Closing Costs | 595,047 | 1.8 | % | ||||||||||||||
Cash to Borrower | 1,588,345 | 4.7 | % | ||||||||||||||
Total Sources | $ | 33,500,000 | 100.0 | % | Total Uses | $ | 33,500,000 | 100.0 | % |
The Borrower / Sponsor. The borrower, Piatt Place Downtown Pittsburgh, L.P., is a single purpose Pennsylvania limited partnership structured to be bankruptcy-remote, with two independent directors in its organizational structure. The sponsors of the borrower and the nonrecourse carve-out guarantors are Millcraft Investments, Inc.; Kathleen S. Piatt Marital Trust; Jack B. Piatt Family Trust No. 2; Lucas B. Piatt; and Piatt Place NMTC Lender, LLC.
Millcraft Industries Inc. (“Millcraft”), the parent of Millcraft Investments, Inc., is a Pittsburgh based real estate developer and management company with a fifty-year history of successfully creating and maintaining prominent large-scale office, retail and mixed used developments. Jack B. Piatt, founder and chairman of Millcraft, is a recognized industrialist in the Pittsburgh area and has extensive experience in the real estate development and management, industrial fabrication, and manufacturing of steel related products.
Millcraft controls 13 different developments, comprised of 726,608 square feet of office space, 310 hotel rooms, 65 condos (of which approximately 80% are sold) and a recently developed mixed use development comprised of residential units and a YMCA facility in downtown Pittsburgh.
The Property. The Piatt Place Property is centrally located in downtown Pittsburgh, Pennsylvania at the intersection of Fifth Avenue and Wood Street. Constructed in 1998, the Piatt Place Property was formerly a Lazarus Department Store, and was redeveloped to its current use as an office and retail building in 2006-2007. The Piatt Place Property is a Class A, mixed use retail, office and residential development consisting of approximately 42,955 square feet of 1st floor retail and 179,200 square feet of office space on the 2nd, 3rd and 4th floors. As a second phase, 65 condominium units were built on three (3) floors above the existing building, but are not collateral under the Piatt Place Loan.
Piatt Place Property is currently 93.8% leased and is expected to be 100% leased in March 2012. The largest tenant at the Piatt Place Property, Commonwealth of PA – Department of General Services (rated AA+/Aa1/AA by Fitch/Moody’s/S&P), currently occupies 165,500 sq. ft. or 74.5% of the NRA and has the obligation to add an additional 13,700 square feet or 6.2% of the NRA commencing March 2012. The tenant’s lease expires on December 31, 2029.
The second largest tenant at the Piatt Place Property is University of Phoenix, which has leased 15,182 square feet on the 1st floor retail space. University of Phoenix has executed a lease for this space as of January 1, 2012. $1.25 million was escrowed upfront in a reserve account to cover the costs associated with the tenant build-out of the University of Phoenix space. Upon the Commonwealth of PA – Department of General Services taking its additional space, and University of Phoenix occupying its leased space, the Piatt Place Property would be 100% occupied.
Other tenants at the Piatt Place Property include The Capital Grille (NYSE: DRI, rated BBB/Baa2/BBB by Fitch/Moody’s/S&P), McCormick & Schmick (NASDAQ: MSSR), TD Ameritrade (NASDAQ: AMTD, A-/Baa1/A- by Fitch/Moody’s/S&P), and Izzazu, Inc., a local luxury salon & spa. Overall, 87.0% of the Piatt Place Property’s NRA is currently leased by investment grade rated tenants (rated BBB-/Baa3/BBB- or better by Fitch/Moody’s/S&P).
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
97
301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
Environmental Matters. The Phase I environmental report dated December 15, 2011 recommended the development and implementation of an Asbestos Operation and Maintenance Plan at the Piatt Place Property, which is already in place.
Major Tenants.
Commonwealth of PA – Department of General Services (165,500 sq. ft., 74.5% of NRA, 57.9% of Annual U/W Base Rent, rated AA+/Aa1/AA by Fitch/Moody’s/S&P). Commonwealth of PA – Department of General Services’ lease commenced in February 2010 and occupies space on the 2nd, 3rd and 4th floors. The tenant received over $10.8 million in tenant improvements allowance at lease signing. The tenant currently occupies 165,500 square feet or 74.5% of the NRA and has the obligation to add an additional 13,700 square feet or 6.2% of the NRA commencing March 2012. The current lease has an expiration date of December 31, 2029 with a 5-year extension option and a 4-year extension option.
The Department of General Services (“DGS”) is one of the largest operating agencies in Pennsylvania state government. With approximately 1,266 employees, DGS oversees procurement of goods and services, manages non-highway capital projects and is responsible for numerous core operations of state government, including management of the vehicle fleet, the Capitol Police force, state buildings and facilities. DGS also serves as the state’s real estate agent and insurance broker.
The Commonwealth of PA – Department of General Services has the right to terminate its lease should the Commonwealth of Pennsylvania’s budget not include funds appropriated for the payment of the scheduled rental payments for any office space of similar size in the city of Pittsburgh. However, under such scenario, the tenant is required to reimburse the borrower for any unamortized TI/LC costs, as listed in the tenant’s lease, to the extent that the Commonwealth of Pennsylvania has appropriated funds for this penalty. At loan closing, this penalty was in excess of $13.3 million, and reduces to over $8.0 million at loan maturity.
University of Phoenix (15,182 sq. ft., 6.8% of NRA, 11.8% of Annual U/W Base Rent). University of Phoenix has executed a lease for 15,182 square feet on the 1st floor retail space, and the tenant’s space is currently being built out. $1.25 million was escrowed upfront in a reserve account (the “Phoenix Reserve Fund”) to cover the costs associated with the tenant build-out of the University of Phoenix space.
University of Phoenix is a subsidiary of Apollo Group, which was founded in 1973 in response to a gradual shift in higher education demographics from a student population dominated by youth to one in which approximately half the students are adults and over 80 percent of whom work full-time. Today, Apollo Group, Inc., through its subsidiaries, University of Phoenix, Apollo Global, College for Financial Planning, and Institute for Professional Development, has established itself as a recognized provider of higher education programs for working adults by focusing on servicing the needs of the working adult. Apollo Group’s 2010 revenue was $4.9 billion with a net income of $553 million, with a $6.4 billion market cap.
The University of Phoenix tenant has a termination provision at the end of the sixtieth month of the lease provided that it reimburses the borrower for any unamortized TI/LC costs. The projected TI/LC costs are approximately $1.1 million. The University of Phoenix also has the right to Go-Dark at any time during the lease so long as it continues to comply, in all respects, with the obligations outlined under the lease, including tenant’s required work, rental and expense reimbursement payments, insurance requirements, etc. Tenant will also be required to cause the space to appear as though it were occupied and actively engaged in business.
The Market. The Piatt Place Property is located in Allegheny County, Pennsylvania, which is part of the Pittsburgh Metropolitan Statistical Area (“Pittsburgh MSA”). The Pittsburgh MSA includes Allegheny, Beaver, Butler, Fayette, Washington, and Westmoreland Counties. The region is located within a 500 mile radius of 26 metropolitan areas with populations exceeding one million people, 48% of all U.S. businesses, 63% of the national industrial output, and 53% of the U.S. buying income. The City of Pittsburgh is considered to be the focal point of the region and the center for finance, government, and cultural activities. Pittsburgh was rated “America’s Most Livable City” by Places Rated Almanac in the publication’s 25th Anniversary issue in 2007.
Office Market. Per CoStar, the Piatt Place Property is located in the Central Business District submarket of the Pittsburgh Office Market. As of yearend 2011, the Pittsburgh Office Market had a total inventory of approximately 124.1 million square feet, with a vacancy rate of 8.6%, and rent rate of $18.80/SF Gross. For the same period, the Central Business District submarket had a total inventory of approximately 31.8 million square feet with a vacancy rate of 10.3% and rental rate of $20.40/SF Gross. In addition, for the same period, the Central Business District submarket had a total Class A inventory of approximately 18.0 million square feet with a vacancy rate of 8.0% and rental rate of $22.58/SF Gross.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
98
301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
Competitive Set(1) | ||||||
Name | US Steel Building | K&L Gates Centre | Six PPG | One PPG | EQT Tower | 11 Stanwix Street |
Distance from Subject | < 1 mile | < 1 mile | < 1 mile | < 1 mile | < 1 mile | < 1 mile |
Property Type | Office | Office | Office | Office | Office | Office |
Year Built / Renovated | 1971 | 1968 | 1983 | 1983 | 1987 | 1970 |
Total Occupancy | 93% | 87% | 85% | 78% | 95% | 92% |
Size (Sq. Ft.) | 2,336,272 | 637,698 | 306,439 | 899,823 | 615,942 | 432,238 |
Anchors / Major Tenants | UPMC | K&L Gates | PPG | PPG | EQT | First Niagara |
(1) | Source: Appraisal |
Retail Market. Per CoStar, the Piatt Place Property is located in the Central Business District submarket of the Pittsburgh Retail Market. As of year-end 2011, the Pittsburgh Retail Market had a total inventory of approximately 134.0 million square feet, with a vacancy rate of 5.1%, and rent rate of $12.24/SF NNN. For the same period, the Central Business District submarket had a total inventory of approximately 4.3 million square feet with a vacancy rate of 4.5% and rental rate of $16.20/SF NNN.
Cash Flow Analysis.
Cash Flow Analysis | ||||||||||||||||||||
10/31/2009 | 10/31/2010 | 10/31/2011 | U/W | U/W PSF | ||||||||||||||||
Base Rent(1) | $ | 1,018,729 | $ | 3,185,724 | $ | 4,393,584 | $ | 3,251,322 | $ | 14.64 | ||||||||||
Value of Vacant Space | 0 | 0 | 0 | 0 | 0.00 | |||||||||||||||
Gross Potential Rent | $ | 1,018,729 | $ | 3,185,724 | $ | 4,393,584 | $ | 3,251,322 | $ | 14.64 | ||||||||||
Total Recoveries(2) | 0 | 0 | 0 | 2,491,513 | 11.22 | |||||||||||||||
Total Other Income | 0 | 0 | 0 | 50,000 | 0.23 | |||||||||||||||
Less: Vacancy(3) | 0 | 0 | 0 | (214,808 | ) | (0.97 | ) | |||||||||||||
Effective Gross Income | $ | 1,018,729 | $ | 3,185,724 | $ | 4,393,584 | $ | 5,578,027 | $ | 25.11 | ||||||||||
Total Operating Expenses | 794,537 | 1,905,174 | 2,225,659 | 2,173,320 | 9.78 | |||||||||||||||
Net Operating Income | $ | 224,192 | $ | 1,280,550 | $ | 2,167,925 | $ | 3,404,707 | $ | 15.33 | ||||||||||
TI/LC | 46,665 | 165,267 | 196,478 | 50,378 | 0.23 | |||||||||||||||
Capital Expenditures | 0 | 0 | 0 | 44,431 | 0.20 | |||||||||||||||
Net Cash Flow | $ | 177,527 | $ | 1,115,283 | $ | 1,971,447 | $ | 3,309,898 | $ | 14.90 |
(1) | U/W Base Rent assumes that the University of Phoenix tenant has commenced rent payments. |
(2) | Historic operating statements do not adequately breakout reimbursement income. Recoveries have been modeled individually through an analysis of each individual lease. |
(3) | Underwritten Vacancy is 3.7% of Gross Potential Rent, Total Recoveries and Other Income, based on an underwritten vacancy of 2.0% for the Commonwealth of Pennsylvania – Department of General Services, and 8.4% for all other tenants, which is in line with the submarket vacancy. |
Property Management. The Piatt Place Property is managed by Millcraft Property Management Services, LLC, a borrower affiliate.
Lockbox / Cash Management. The Piatt Place Loan is structured with a hard lockbox and in place cash management. All excess cash will be swept into a lender controlled account upon any of the following events: (i) an event of default, (ii) the Borrower, Manager or The Commonwealth of Pennsylvania should file any insolvency or reorganization case or proceeding or any proceedings related to bankruptcy, (iii) the debt service coverage ratio for the trailing 12-month period is less than 1.20x, (iv) the debt yield for any trailing 3-month period is less than 9.0%, or (v) the "Put" is not exercised pursuant to both (a) that certain Option Agreement dated December 14, 2007, by and among U. S. Bancorp Community Investment Corporation (“USB”), Investment Management I, LLC and Piatt Holdings, L. P., and (b) that certain Option Agreement, dated May 20, 2009, by and between USB and Piatt Place Holdings, L. P.
Initial Reserves. At closing, the borrower deposited $1,250,000 into the Phoenix Reserve Fund to cover the costs associated with the tenant build-out of the University of Phoenix space.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
99
301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
Ongoing Reserves. On a monthly basis, the borrower is required to deposit $3,132 into a replacement reserve account.
On each payment date, the borrower will be required to deposit 1/12th of the estimated annual taxes and other related charges that the lender estimates will be payable in the next ensuing 12 months, and 1/12th of the estimated insurance premiums lender estimates will payable for renewal coverage. Such requirement will be waived, provided (a) no event of default has occurred and is continuing, (b) no cash sweep period exists, (c) the borrower delivers proof reasonably satisfactory to lender that all insurance premiums and taxes and other related charges have been paid at least ten (10) days prior to the date upon which such required payments are delinquent.
Current Mezzanine or Subordinate Indebtedness. The Piatt Place Property is encumbered by several subordinated financings structured as subordinate mortgages to qualify for certain tax credits under the New Markets Tax Credits program. See “Description of the Mortgage Pool – Certain Terms and Conditions of the Mortgage Loans – New Markets Tax Credits” in the free writing prospectus. The total amount of outstanding subordinate debt is $16,813,000.
Future Mezzanine or Subordinate Indebtedness Permitted. None.
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
100
301 Fifth Avenue Pittsburgh, PA 15222 | Collateral Asset Summary Piatt Place | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $33,500,000 74.3% 1.45x 10.2% |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
101
1 Susquehanna Valley Mall Drive Selinsgrove, PA 17870 | Collateral Asset Summary Susquehanna Valley Mall | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $27,895,902 64.9% 1.94x 15.8% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | ||||
Loan Purpose: | Refinance | Property Type: | Regional Mall | ||||
Sponsor: | Alma O. Cohen; Edwin Lakin; Albert Boscov; Mid-Island Properties, Inc. | Collateral: | Fee Simple | ||||
Borrower: | Susquehanna Valley Mall Associates, L.P. | Location: | Selinsgrove, PA | ||||
Original Balance: | $27,950,000 | Year Built / Renovated: | 1977 / 1998 | ||||
Cut-off Date Balance: | $27,895,902 | Total Sq. Ft.: | 744,790 | ||||
% by Initial UPB: | 3.00% | Total Collateral Sq. Ft.(5): | 628,063 | ||||
Interest Rate: | 6.16% | Property Management: | PREIT-Rubin, Inc. | ||||
Payment Date: | 6th of each month | Underwritten NOI: | $4,398,476 | ||||
First Payment Date: | 6-Feb-12 | Underwritten NCF: | $3,964,818 | ||||
Maturity Date: | 6-Jan-22 | Appraised Value: | $43,000,000 | ||||
Amortization: | 360 months | Appraisal Date: | October 11, 2011 | ||||
Additional Debt: | None | ||||||
Call Protection: | L(26), D(90), O(4) | Historical NOI | |||||
Lockbox / Cash Management(1): | Hard / Springing | TTM NOI: | $4,132,081 (T-12 August 31, 2011) | ||||
2010 NOI: | $4,042,399 (December 31, 2010) | ||||||
Reserves | 2009 NOI: | $4,551,774 (December 31, 2009) | |||||
Initial | Monthly | 2008 NOI: | $5,133,826 (December 31, 2008) | ||||
Taxes: | $238,948 | $89,218 | |||||
Insurance: | $132,776 | $12,071 | Historical Occupancy(6) | ||||
Replacement: | $0 | $18,842 | Current Occupancy(4)(5): | 94.7% (December 31, 2011) | |||
TI/LC(2): | $0 | $31,250 | 2010 Occupancy: | 96.1% (December 31, 2010) | |||
Required Repairs | $55,375 | NAP | 2009 Occupancy: | 95.1% (December 31, 2009) | |||
Accretive Leasing(3): | $1,075,000 | $0 | 2008 Occupancy: | 96.1% (December 31, 2008) | |||
(1) | Cash management will be triggered upon (i) an event of default, (ii) DSCR less than 1.20x, (iii) a “Partial Lease Sweep Period”, commencing 12 months prior to the end of any anchor tenant lease, or (iv) a “Full Lease Sweep Period”, commencing when any anchor tenant vacates the premises, terminates or cancels its lease, or discontinues its business, provided that either (a) non-anchor tenant occupancy is less than 85% or (b) remaining DSCR is less than either (x) 1.45x if there is less than $500,000 in the TI/LC account, or (y) 1.35x if there is $500,000 or more in the TI/LC account. | ||||||
Financial Information | |||||||
Cut-off Date Balance / Sq. Ft.(4): | $44 | ||||||
Balloon Balance / Sq. Ft.(4): | $38 | ||||||
Cut-off Date LTV: | 64.90% | ||||||
Balloon LTV: | 55.40% | (2) | Beginning in year 3 of the loan term, so long as no Partial or Full Lease Sweep Period is in effect and Bon-Ton and Weis Markets have exercised their extension options, the TI/LC reserve is subject to a cap of $750,000. | ||||
Underwritten NOI DSCR: | 2.15x | (3) | The Accretive Leasing reserve will be used for TI/LCs on vacant space or to enable short term leases to be converted into permanent leases. Funds will be released provided: (i) in-line occupancy is at least 85%, (ii) annualized in-line sales for reporting tenants are at least $240 PSF, (iii) the debt yield exceeds 11.0% and (iv) the lease for the proposed tenant is not less than $10 PSF for at least four years and otherwise provides for terms comparable to existing local market rates. | ||||
Underwritten NCF DSCR: | 1.94x | ||||||
Underwritten NOI Debt Yield: | 15.80% | ||||||
Underwritten NCF Debt Yield: | 14.20% | ||||||
(4) | Based on Total Collateral Sq. Ft. of 628,063. | ||||||
(5) | Excludes Applebee’s (4,738 sq. ft.), Friendly’s (3,950 sq. ft.), Sears (106,206 sq. ft.) and Taco Bell (1,833 sq. ft.), all of which own their improvements. Including these tenants, overall mall occupancy is 95.5%. | ||||||
(6) | Historical occupancy is based on the total mall square footage of 744,790. |
TRANSACTION HIGHLIGHTS |
§ | Stable Tenancy. Susquehanna Valley Mall is 94.7% leased (based on Total Collateral Sq. Ft.) to approximately 69 tenants, with three of the five largest tenants having been in place since the late 1970s. Occupancy has remained steady, averaging 95.8% since 2007 and the mall has an overall occupancy cost as of August 2011 of 5.9%, with in-line tenants having an occupancy cost of 9.3%. |
§ | Experienced Sponsorship. The sponsors are well capitalized, with a combined net worth in excess of $164 million, and contributed approximately $2.54 million of fresh equity as part of the loan refinancing. In addition, the property manager is a subsidiary of Pennsylvania Real Estate Investment Trust (“PREIT”), one of the first equity REITs in the United States. PREIT is headquartered in Philadelphia, Pennsylvania and has a primary investment focus on retail shopping malls. PREIT’s portfolio consists of 49 retail properties in 13 states, totaling over 34 million square feet. |
§ | Environmental Insurance. In connection with the existence of certain underground hydraulic lifts located on the property, the Borrower obtained a $2 million Zurich Lender Environmental Collateral Protection Policy that expires 2 years after the term of the loan. The policy premiums have been paid in full. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
102
6205-6477 Pats Ranch Road Mira Loma, CA 91752 | Collateral Asset Summary Vernola Marketplace | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $23,561,921 53.8% 1.83x 13.0% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | ||||
Loan Purpose: | Refinance | Property Type: | Anchored Retail | ||||
Sponsor: | Vestar Development Co.; Rockwood V REIT, | Collateral: | Fee Simple | ||||
Inc.; Equity One, Inc. | Location: | Mira Loma, CA | |||||
Borrower: | Vernola Marketplace, LLC | Year Built / Renovated: | 2007 / NAP | ||||
Original Balance: | $23,750,000 | Total Sq. Ft.: | 210,963 | ||||
Cut-off Date Balance: | $23,561,921 | Property Management: | Vestar Properties, Inc. | ||||
% by Initial UPB: | 2.50% | Underwritten NOI: | $3,068,823 | ||||
Interest Rate: | 5.11% | Underwritten NCF: | $2,836,941 | ||||
Payment Date: | 6th of each month | “As-Is” Appraised Value: | $43,800,000 | ||||
First Payment Date: | 6-Sep-11 | “As-Is” Appraisal Date: | 25-Jun-11 | ||||
Maturity Date: | 6-Aug-21 | “As Stabilized” Appraised Value(5): | $44,800,000 | ||||
Amortization: | 360 Months | “As Stabilized” Appraisal Date(5): | December 25, 2012 | ||||
Additional Debt(1): | Future Mezzanine | ||||||
Call Protection: | L(11), YM1(105), O(4) | Historical NOI | |||||
Lockbox / Cash Management: | Hard / In Place | TTM NOI: | $3,017,293 (YTD October 31, 2011 Ann.) | ||||
2010 NOI: | $3,195,868 (December 31, 2010) | ||||||
Reserves | 2009 NOI: | $3,628,225 (December 31, 2009) | |||||
Initial | Monthly | 2008 NOI: | $3,807,037 (December 31, 2008) | ||||
Taxes: | $140,947 | $46,947 | |||||
Insurance(2): | $0 | Springing | Historical Occupancy(4) | ||||
Replacement(3): | $0 | $4,396 | Current Occupancy: | 82.9% (October 31, 2011) | |||
TI/LC: | $46,309 | $14,928 | 2010 Occupancy: | 81.9% (December 31, 2010) | |||
2009 Occupancy: | 76.9% (December 31, 2009) | ||||||
Financial Information | 2008 Occupancy: | 81.4% (December 31, 2008) | |||||
Cut-off Date Balance / Sq. Ft.: | $112 | (1) Future mezzanine debt is permitted provided, among other things, the combined LTV is not greater than | |||||
Balloon Balance / Sq. Ft.: | $93 | 65%, the combined DSCR is not less than 1.50x and the combined debt yield is not less than 10.8%. | |||||
Cut-off Date LTV: | 53.80% | (2) If an acceptable blanket policy is not in place, monthly deposits equal to 1/12 of | |||||
Balloon LTV: | 44.70% | the annual insurance premium are required. | |||||
Underwritten NOI DSCR: | 1.98x | (3) Replacement reserve cap of $158,250. | |||||
Underwritten NCF DSCR: | 1.83x | (4) Historical Occupancy excludes Lowe’s Home Improvement Warehouse (“Lowe’s”), which is a shadow | |||||
Underwritten NOI Debt Yield: | 13.00% | anchor and not collateral for the loan. Including Lowe’s, the shopping center is 90.6% occupied. In addition, | |||||
Underwritten NCF Debt Yield: | 12.00% | occupancy includes Michael’s Stores (“Michael’s”), which lease contains a prohibition against selling or | |||||
leasing space to a gym/health club. This covenant was breached when the borrower entered into a lease with | |||||||
Fitness 19 in March 2010. Michael’s lease provides that, after certain time periods, it may reduce its rent or | |||||||
terminate its lease after providing notice of the violation to the landlord. Michael’s has not notified the | |||||||
landlord of the breach or of any intention to exercise remedies under its lease. Michael’s reported 2010 sales | |||||||
of $144 PSF and an occupancy cost ratio of 15.4%. | |||||||
(5) “As Stabilized” LTV is 52.6% assuming a stabilized occupancy of 94.0%. |
TRANSACTION HIGHLIGHTS |
§ | Credit Tenants. The tenant mix consists of approximately 30 tenants, with 29.1% of the center’s Total Sq. Ft. occupied by investment grade tenants that include Bed Bath & Beyond (NR/NR/BBB+ by Fitch/Moody’s/S&P), Ross Stores (NR/NR/BBB+ by Fitch/Moody’s/S&P) and H&R Block (NR/NR/BBB by Fitch/Moody’s/S&P). |
§ | Experienced Sponsorship. Vestar Development Co., Rockwood V REIT, Inc. and Equity One, Inc. collectively have a net worth of approximately $1.7 billion and liquidity of approximately $39 million. As of September 30, 2011, the Equity One, Inc. portfolio comprised 199 properties totaling approximately 20.7 million square feet, including 176 shopping centers. Since the acquisition in December 2010, the sponsors have executed three new leases with Five Guys Burgers, Subway, and Health Source. |
§ | Strong Credit Metrics. The Vernola Marketplace loan has a 53.8% Cut-off Date LTV, 1.83x Underwritten NCF DSCR and a 13.0% Underwritten NOI Debt Yield. |
§ | Location. The Vernola Marketplace property has frontage along the Interstate 15 Freeway at a major off ramp with good visibility and access. Interstate 15 averages 158,000 cars per day. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
103
Houston, TX and Bedford Park, IL | Collateral Asset Summary GRM Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $19,967,806 65.6% 1.39x 11.9% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Portfolio of 2 Properties | ||||
Loan Purpose: | Refinance | Property Type: | Warehouse / Distribution Industrial | ||||
Sponsor: | Moishe Mana | Collateral: | Fee Simple | ||||
Borrower: | Bedford Park Holdings, LLC; Harwin | Location(3): | Texas and Illinois | ||||
Holdings, LLC | Year Built / Renovated: | 1971 / 2009 and 2005 / NAP | |||||
Original Balance: | $20,000,000 | Total Sq. Ft.: | 607,633 | ||||
Cut-off Date Balance: | $19,967,806 | Property Management: | M Management, Inc. | ||||
% by Initial UPB: | 2.10% | Underwritten NOI: | $2,384,849 | ||||
Interest Rate: | 6.00% | Underwritten NCF: | $2,142,310 | ||||
Payment Date: | 6th of each month | Appraised Value(4): | $30,440,000 | ||||
First Payment Date: | 6-Mar-12 | Appraisal Date: | November 2011 | ||||
Maturity Date: | 6-Feb-22 | ||||||
Amortization: | 300 months | Historical NOI(5) | |||||
Additional Debt: | None | TTM NOI: | NAV | ||||
Call Protection(1): | L(25), D(91), O(4) | 2010 NOI: | NAV | ||||
Lockbox / Cash Management: | Hard / In Place | 2009 NOI: | NAV | ||||
2008 NOI: | NAV | ||||||
Reserves | |||||||
Initial | Monthly | Historical Occupancy(5) | |||||
Taxes: | $153,852 | $59,000 | Current Occupancy: | 100.0% (January 19, 2012) | |||
Insurance(2): | $0 | Springing | 2010 Occupancy: | NAV | |||
Replacement: | $0 | $7,595 | 2009 Occupancy: | NAV | |||
2008 Occupancy: | NAV | ||||||
Financial Information | |||||||
Cut-off Date Balance / Sq. Ft.: | $33 | (1) Partial defeasance is permitted, subject to the payment of 125% of the allocated loan amount for | |||||
Balloon Balance / Sq. Ft.: | $25 | such property and the satisfaction of DSCR, LTV and Debt Yield tests on the remaining property. | |||||
Cut-off Date LTV: | 65.60% | (2) If an acceptable blanket insurance policy is not in place, monthly deposits equal to 1/12 of the annual | |||||
Balloon LTV: | 50.90% | insurance premium are required. | |||||
Underwritten NOI DSCR: | 1.54x | (3) The properties are located at 10310 Harwin Drive in Houston, Texas (the “Harwin Drive Property”) and | |||||
Underwritten NCF DSCR: | 1.39x | 7123 West 65th Street in Bedford Park, Illinois (the “Bedford Park Property”). | |||||
Underwritten NOI Debt Yield: | 11.90% | (4) The appraisals also reported a “Go Dark” value totaling $23,570,000. | |||||
Underwritten NCF Debt Yield: | 10.70% | (5) The Bedford Park Property was acquired in 2010 and the Harwin Drive Property was acquired in 2011; | |||||
historical NOI and occupancy was not made available by the previous owner. |
TRANSACTION HIGHLIGHTS |
§ | Portfolio Lease Guarantees. The lease of GRM Information Management of Chicago, LLC (“GRM Chicago”), which comprises 100.0% of the NRA at the Bedford Park Property and the lease of GRM Document Storage, LLC (“GRM Texas”), which comprises 55.6% of the NRA at the Harwin Drive Property, are guaranteed by the loan sponsor, Moishe Mana. If GRM Chicago or GRM Texas fails to pay its contractual rent in any month, the sponsor is required to deposit such rent shortfall directly into the lockbox prior to the next monthly payment. Iron Mountain occupies the remaining 44.4% of NRA at the Harwin Drive Property. In the event Iron Mountain does not renew its lease when it expires in 2016, GRM Texas is obligated to execute a lease for the entirety of the space vacated by Iron Mountain on the same terms as the then-current GRM Texas lease. |
§ | Experienced Sponsorship. Moishe Mana founded GRM Information Management Services, Inc. (“GRM”), the parent company of GRM Chicago and GRM Texas, in 1987. In addition, Mr. Mana has developed several businesses, including, M Management, Inc. (the property manager of the portfolio). Mr. Mana has reported net worth of $87.9 million and liquidity of $2.2 million as of May 2011. The sponsor has put approximately $5.6 million into the two properties for tenant improvements and capital expenditures to build out space for the document storage business. |
§ | Tenancy. GRM provides information and records management solutions worldwide with approximately 400 employees, and leases 77.2% of the portfolio NRA. GRM has been at the Bedford Park Property since the sponsor acquired it in April 2010 and the Harwin Drive Property since the sponsor acquired it in August 2011. Iron Mountain is one of the world’s largest records storage and information management companies, assisting more than 140,000 organizations in 39 countries on five continents with storing, protecting and managing information. Iron Mountain has been in occupancy at the Harwin Drive Property since 1995, and exercised a five-year extension option in October 2011 which extended the expiration date of the lease to June 30, 2016. In addition, Iron Mountain has invested over $5.0 million into its space at the Harwin Drive Property. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
104
Sharonville, OH Indianapolis, IN Marion, OH | Collateral Asset Summary Evergreen Portfolio | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $16,964,976 66.8% 1.38x 10.5% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | LCF | Single Asset / Portfolio: | Portfolio of 3 Properties(2) | ||||
Loan Purpose: | Refinance | Property Type: | Manufactured Housing Community | ||||
Sponsor(1): | Ross H. Partrich | Collateral: | Fee Simple | ||||
Borrower: | Vance Associates, LLC; Yorktowne Associates, LLC; Pondarosa Associates, LLC | Location: | Ohio – 2 properties Indiana – 1 property | ||||
Original Balance: | $17,500,000 | Year Built / Renovated: | 1965,1970 / NAP | ||||
Cut-off Date Balance(2): | $16,964,976 | Total Pads: | 595 | ||||
% by Initial UPB: | 1.80% | Property Management: | Newbury Management Company | ||||
Interest Rate: | 6.05% | Underwritten NOI: | $1,785,964 | ||||
Payment Date: | 6th of each month | Underwritten NCF: | $1,748,891 | ||||
First Payment Date: | 6-Jan-12 | Appraised Value: | $25,400,000 | ||||
Maturity Date: | 6-Dec-21 | Appraisal Date: | October 11, 2011 | ||||
Amortization: | 360 months | ||||||
Additional Debt: | None | Historical NOI | |||||
Call Protection(3): | L(27), D(90), O(3) | TTM NOI: | $1,776,372 (T-12 September 30, 2011) | ||||
Lockbox / Cash Management(4): | Soft / Springing | 2010 NOI: | $1,702,429 (December 31, 2010) | ||||
2009 NOI: | $1,735,953 (December 31, 2009) | ||||||
Reserves | 2008 NOI: | $1,605,636 (December 31, 2008) | |||||
Initial | Monthly | ||||||
Taxes: | $95,144 | $20,484 | Historical Occupancy | ||||
Insurance: | $8,990 | $4,495 | Current Occupancy: | 84.9% (November 1, 2011) | |||
Replacement: | $0 | $3,099 | 2010 Occupancy: | 89.3% (December 31, 2010) | |||
Yorktowne Deficiency Reserve: | $47,814 | $0 | 2009 Occupancy: | 89.5% (December 31, 2009) | |||
Evergreen Monitoring Reserve: | $45,000 | $0 | 2008 Occupancy: | 89.3% (December 31, 2008) | |||
Well Closure Reserve: | $3,750 | $0 | (1) The Evergreen Portfolio sponsor is the sponsor under three other mortgage loans in the mortgage | ||||
Yorktowne Remediation Reserve: | $352,186 | $0 | pool (Holiday Village, Eagle Crest MHC and Boulevard Estates MHC). | ||||
Required Repairs: | $53,565 | NAP | (2) A portion of the Environmental Reserve in an amount equal to $483,618 was applied to prepay | ||||
the loan upon completion of certain recommended environmental work at the Pondarosa MHP | |||||||
Financial Information | property. | ||||||
Cut-off Date Balance / Pad: | $28,513 | (3) Release of any individual property through partial defeasance is permitted after the lockout date | |||||
Balloon Balance / Pad: | $23,499 | provided that, among other things, (i) DSCR of the remaining properties is equal to or greater | |||||
Cut-off Date LTV: | 66.80% | than both (a) DSCR of all individual properties at origination and (b) DSCR of all individual | |||||
Balloon LTV: | 55.00% | properties prior to such partial defeasance; (ii) LTV of the remaining properties is equal to or less | |||||
Underwritten NOI DSCR: | 1.41x | than both (a) LTV of all individual properties at origination and (b) LTV of all individual properties | |||||
Underwritten NCF DSCR: | 1.38x | prior to such partial defeasance; and (iii) defeasance of a principal amount equal to 125% of the | |||||
Underwritten NOI Debt Yield: | 10.50% | allocated loan amount for the individual property to be released. | |||||
Underwritten NCF Debt Yield: | 10.30% | (4) Cash management will spring upon the occurrence of any of the following (i) the occurrence of an | |||||
event of default under the loan or the property management agreement, (ii) the trailing 12 month | |||||||
DSCR falling to 1.05x or below for three consecutive calendar quarters, or (iii) September 6, | |||||||
2021. Borrower is permitted to cure a sweep event caused by an event described in clause (ii) | |||||||
above two times during the term of the loan by the property achieving a trailing 12 month DSCR | |||||||
in excess of 1.15x for three consecutive calendar quarters. |
TRANSACTION HIGHLIGHTS |
§ | Experienced Sponsorship / Management. Ross H. Partrich currently owns, operates and manages 124 properties with 28,771 housing units and sites in 20 states. Newbury Management Company (established 1988) manages all of these units and acts as a third party manager at 31 properties located in eight states comprised of approximately 8,000 sites. Newbury Management Company’s institutional clients include Fortress Investment Group, Midland Loan Services, CW Capital, Natixis, Berkadia and JER Partners. |
§ | Locations. The three properties are located in two different states and three different metropolitan statistical areas. The portfolio has diversified exposure to three local area economies, all of which have different employment and economic drivers. Indianapolis (Pondarosa MHP) is the capital of Indiana with government and healthcare as major contributors to the local economy. The Marion, Ohio (Vance MHP) economic drivers include industrial production and transportation and the Sharonville, Ohio (Yorktowne MHP) economic drivers include retail and healthcare. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
105
25 Matheson Street Healdsburg, CA 95448 | Collateral Asset Summary Healdsburg Hotel | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $16,883,352 66.2% 1.46x 13.4% |
Mortgage Loan Information | Property Information | ||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | ||||
Loan Purpose: | Refinance | Property Type: | Full Service Hospitality | ||||
Sponsor: | Merritt Sher; Pamela Sher | Collateral: | Fee Simple | ||||
Borrower: | HH Healdsburg Investment Group, | Location: | Healdsburg, CA | ||||
LLC | Year Built / Renovated: | 2001 / NAP | |||||
Original Balance: | $17,000,000 | Total Rooms: | 55 | ||||
Cut-off Date Balance: | $16,883,352 | Property Management: | Piazza Hotel Management, LLC | ||||
% by Initial UPB: | 1.80% | Underwritten NOI: | $2,261,915 | ||||
Interest Rate: | 6.35% | Underwritten NCF: | $1,853,788 | ||||
Payment Date: | 6th of each month | Appraised Value: | $25,500,000 | ||||
First Payment Date: | 6-Aug-11 | Appraisal Date: | April 13, 2011 | ||||
Maturity Date: | 6-Jul-16 | ||||||
Amortization: | 360 months | Historical NOI | |||||
Additional Debt: | None | TTM NOI: | $2,206,115 (T-12 October 31,2011) | ||||
Call Protection: | L(32), D(24), O(4) | 2010 NOI: | $2,179,193 (December 31, 2010) | ||||
Lockbox / Cash Management(1): | Hard / Springing | 2009 NOI: | $1,631,717 (December 31, 2009) | ||||
2008 NOI: | $2,325,474 (December 31, 2008) | ||||||
Reserves | |||||||
Initial | Monthly | Historical Occupancy | |||||
Taxes: | $102,031 | $17,005 | Current Occupancy: | 70.2% (October 31, 2011) | |||
Insurance: | $3,893 | $3,893 | 2010 Occupancy: | 70.9% (December 31, 2010) | |||
Replacement(2): | $0 | 1/12 of 2.0% of Gross Revenue | 2009 Occupancy: | 71.1% (December 31, 2009) | |||
Required Repairs: | $16,133 | NAP | 2008 Occupancy: | 79.7% (December 31, 2008) | |||
Seasonality Reserve(3): | $250,000 | Excess Cash Flow | (1) Cash management will be triggered upon (i) an event of default or (ii) if the DSCR is less than 1.15x | ||||
on the last calendar day of the quarter, and will cease when, with respect to clause (i) the event of | |||||||
Financial Information | default has been cured and such cure has been accepted by Lender and, with respect to clause (ii) | ||||||
Cut-off Date Balance / Room: | $306,970 | when the DSCR has been at least 1.15x for two consecutive calendar quarter ends, as reasonably | |||||
Balloon Balance / Room: | $290,537 | determined by Lender. | |||||
Cut-off Date LTV: | 66.20% | (2) Monthly Replacement Reserves are required to be 1/12 of 2.0% of the prior year Gross Revenues, | |||||
Balloon LTV: | 62.70% | increasing by 0.5% on each August payment date (beginning August 2012) until reaching 4.0%, and | |||||
Underwritten NOI DSCR: | 1.78x | remaining 4.0% thereafter. | |||||
Underwritten NCF DSCR: | 1.46x | (3) Excess cash flow is required to be deposited into the Seasonality Reserve, not exceeding | |||||
Underwritten NOI Debt Yield: | 13.40% | $150,000 per month and subject to a cap of $700,000 inclusive of the initial Seasonality Reserve | |||||
Underwritten NCF Debt Yield: | 11.00% | amount. The balance as of the February 2012 payment date was $396,520. |
TRANSACTION HIGHLIGHTS |
§ | Unique Property and Location. The Healdsburg Hotel is surrounded by local shops, restaurants and wineries, and is across the street from Healdsburg Town Plaza, a venue for weekly concerts that draw large local crowds. The hotel benefits from a variety of tourist and leisure attractions in the area and is located in a built-out area, minimizing the potential for future competitive projects. |
§ | High Quality Collateral. The Healdsburg Hotel was completed in 2001 and the sponsors have since invested $851,002 ($15,473 per room) in upgrades and renovations including improvements to the guestrooms, spa, meeting spaces, restaurants and lounges. The full serve restaurant is operated under chef Charlie Palmer. |
§ | Experienced Sponsorship. The sponsors have extensive experience in the real estate and hospitality industries. Merritt Sher has been a board member, real estate consultant and early stage investor for several national retail companies and was the founder of Terranomics Retail Services, a retail real estate brokerage which specialized in tenant representation, project leasing and institutional property management. |
§ | Performance. October 31, 2011 occupancy is 70.2%, ADR is $341.96 and RevPAR is $239.93. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
106
1445 North Montebello Boulevard Montebello, CA 90640 | Collateral Asset Summary Montebello Town Square | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $15,978,416 31.2% 2.97x 20.1% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Refinance | Property Type: | Anchored Retail | ||||||
Sponsor(1): | Kimco Income Operating Partnership, L.P. | Collateral: | Fee Simple | ||||||
Location: | Montebello, CA | ||||||||
Borrower: | KIR Montebello, L.P. | Year Built / Renovated: | 1992 / NAP | ||||||
Original Balance: | $16,000,000 | Total Sq. Ft.: | 251,489 | ||||||
Cut-off Date Balance: | $15,978,416 | Property Management: | KRC Property Management I, Inc. | ||||||
% by Initial UPB: | 1.7% | Underwritten NOI: | $3,219,000 | ||||||
Interest Rate: | 4.9560% | Underwritten NCF: | $3,046,942 | ||||||
Payment Date: | 6th of each month | Appraised Value: | $51,190,000 | ||||||
First Payment Date: | March 6, 2012 | Appraisal Date: | January 4, 2012 | ||||||
Maturity Date: | February 6, 2022 | ||||||||
Amortization: | 360 months | Historical NOI | |||||||
Additional Debt: | None | 2011 NOI: | $3,339,657 (December 31, 2011) | ||||||
Call Protection: | L(25), D(91), O(4) | 2010 NOI: | $3,201,101 (December 31, 2010) | ||||||
Lockbox / Cash Management(2): | Springing Hard / Springing | 2009 NOI: | $3,195,362 (December 31, 2009) | ||||||
2008 NOI: | $3,181,560 (December 31, 2008) | ||||||||
Reserves(3) | |||||||||
Initial | Monthly | Historical Occupancy | |||||||
Taxes: | $0 | Springing | Current Occupancy: | 98.5% (February 2, 2012) | |||||
Insurance: | $0 | Springing | 2010 Occupancy: | 98.5% (December 31, 2010) | |||||
2009 Occupancy: | 97.3% (December 31, 2009) | ||||||||
Financial Information | 2008 Occupancy: | 99.3% (December 31, 2008) | |||||||
Cut-off Date Balance / Sq. Ft.: | $64 | (1) | The Montebello Town Square sponsor is affiliated with the sponsor under two other mortgage loans in the mortgage pool (Rancho Penasquitos Towne Center I and Rancho Penasquitos Towne Center II). | ||||||
Balloon Balance / Sq. Ft.: | $52 | ||||||||
Cut-off Date LTV: | 31.2% | (2) | A hard lockbox with cash management will be triggered upon an event of default or if the debt service coverage ratio is less than 1.20x on the last day of the calendar quarter. | ||||||
Balloon LTV: | 25.7% | (3) | During the continuance of an event of default or if the debt service coverage ratio is less than 1.20x on the last day of the calendar quarter, the borrower will be required to deposit (i) 1/12 of the annual tax payment into the tax reserve and (ii) 1/12 of the annual insurance premiums into the insurance reserve. | ||||||
Underwritten NOI DSCR: | 3.14x | ||||||||
Underwritten NCF DSCR: | 2.97x | ||||||||
Underwritten NOI Debt Yield: | 20.1% | ||||||||
Underwritten NCF Debt Yield: | 19.1% | ||||||||
TRANSACTION HIGHLIGHTS |
§ | Stable Tenancy. Montebello Town Square is 98.5% leased as of February 2, 2012. The majority of tenants (86.8% of NRA) have been at the property since 1992, including Petco, which renewed its lease in December 2011 for 10 years. Additionally, for tenants that report sales (60.8% of NRA), 2010 total sales PSF were $151.51 with an occupancy cost of 11.7%. AMC Theatres reported 2010 sales of $418,078 per screen. |
§ | Experienced Sponsorship. Kimco Income Operating Partnership, L.P. (“KIOP”) is closely related to Kimco Realty Corporation (NYSE: KIM), a publicly traded REIT that owns and operates one of North America’s largest portfolios of neighborhood and community shopping centers. As of December 31 2011, Kimco Realty Corporation owned interest in 946 shopping centers comprising 138 million square feet across 44 states, Puerto Rico, Canada, New Mexico and South America. As of December 31, 2011, KIOP reported $1.26 billion in assets with $16.9 million in liquidity. The sponsor initially acquired the Property in 2000 for $25.14 million and has since spent approximately $600,000 in tenant and building improvements. |
§ | Strong Credit Metrics. The loan exhibits an Underwritten NOI Debt Yield of 20.1% and Underwritten NCF DSCR of 2.97x. Based on the appraised value of $51.19 million ($204 PSF), the Cut-off Date LTV is 31.2% and the borrower’s implied equity is approximately $35.2 million. |
§ | Strong Market. The Southeast Los Angeles submarket consists of approximately 17.3 million square feet of retail inventory, with a Q4 2011 vacancy rate of 4.7%. Vacancy has averaged 4.7% over the past five years, with no new inventory added in the last year and only one retail project of approximately 3,750 square feet under construction that will be added in the near term. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
107
2205 Veterans Boulevard Del Rio, TX 78840 | Collateral Asset Summary Plaza del Sol | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $15,732,025 66.0% 1.44x 11.9% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | GACC | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Refinance | Property Type: | Regional Mall | ||||||
Sponsor: | Herbert L. Levine; Elliott Aintabi | Collateral: | Fee Simple | ||||||
Borrower: | Plaza-Al, LLC | Location: | Del Rio, TX | ||||||
Original Balance: | $15,750,000 | Year Built / Renovated: | 1977 / NAP | ||||||
Cut-off Date Balance: | $15,732,025 | Total Sq. Ft.: | 260,538 | ||||||
% by Initial UPB: | 1.7% | Property Management: | Levcor, Inc. | ||||||
Interest Rate: | 6.1300% | Underwritten NOI: | $1,874,038 | ||||||
Payment Date: | 6th of each month | Underwritten NCF: | $1,656,476 | ||||||
First Payment Date: | March 6, 2012 | Appraised Value: | $23,850,000 | ||||||
Maturity Date: | February 6, 2022 | Appraisal Date: | December 1, 2011 | ||||||
Amortization: | 360 months | ||||||||
Additional Debt: | None | Historical NOI | |||||||
Call Protection: | L(25), D(91), O(4) | TTM NOI: | $1,573,994 (T-12 October 31, 2011) | ||||||
Lockbox / Cash Management(1): | Springing Hard / Springing | 2010 NOI: | $1,369,444 (December 31, 2010) | ||||||
2009 NOI: | $1,378,946 (December 31, 2009) | ||||||||
Reserves | 2008 NOI: | $1,488,947 (December 31, 2008) | |||||||
Initial | Monthly | ||||||||
Taxes: | $18,062 | $18,062 | Historical Occupancy | ||||||
Insurance(2): | $0 | Springing | Current Occupancy: | 99.6% (December 1, 2011) | |||||
Replacement: | $0 | $6,905 | 2010 Occupancy: | 84.1% (December 31, 2010) | |||||
TI/LC(3): | $0 | $11,317 | 2009 Occupancy: | 83.9% (December 31, 2009) | |||||
Required Repairs: | $93,875 | NAP | 2008 Occupancy: | 84.6% (December 31, 2008) | |||||
(1) | A hard lockbox with cash management will be triggered upon (i) an event of default, (ii) if the DSCR is less than 1.20x on the last day of a calendar quarter, or (iii) the commencement of a JCPenney or Cinemark Trigger Period, which will occur upon (a) the date that is twelve months prior to the tenant’s lease expiration date, (b) the early termination or cancellation of the tenant’s lease, (c) if the tenant goes dark at the property, or (d) if there is a bankruptcy or insolvency proceeding of the tenant or its parent entity. The JCPenney Sweep Account is subject to a cap of $287,000 and the Cinemark Sweep Account is subject to a cap of $248,000. | ||||||||
Financial Information | |||||||||
Cut-off Date Balance / Sq. Ft.: | $60 | ||||||||
Balloon Balance / Sq. Ft.: | $51 | ||||||||
Cut-off Date LTV: | 66.0% | ||||||||
Balloon LTV: | 56.2% | (2) | If an acceptable blanket policy is not in place, monthly deposits equal to 1/12 of the annual insurance premiums are required. | ||||||
Underwritten NOI DSCR: | 1.63x | (3) | TI/LC reserves subject to a cap of $400,000. | ||||||
Underwritten NCF DSCR: | 1.44x | ||||||||
Underwritten NOI Debt Yield: | 11.9% | ||||||||
Underwritten NCF Debt Yield: | 10.5% |
TRANSACTION HIGHLIGHTS |
§ | Historical Sales. Sales PSF for reporting anchor tenants has increased from an average of $137 PSF in 2009 to $141 PSF in 2010 and $145 PSF for the trailing twelve months. For reporting in-line tenants, sales PSF have increased from an average of $169 in 2009 to $181 in 2010 and $194 for the trailing twelve months. Tenant sales were reported on a trailing twelve month basis as of August, September or October 2011. 70.8% of in-line tenants report sales. |
§ | National Retailer Presence. The Plaza del Sol property currently operates with a strong national tenant presence, with 18 national tenants comprising 88.5% of total square feet. National anchor tenants have demonstrated strong retention, with a weighted average lease term of 18.2 years. |
§ | Recent Leasing. Since acquisition by the current sponsorship in 2010, 9 new leases totaling 47,002 square feet have been signed, of which 41,136 square feet have been leased to three national tenants – Marshall’s, The Children’s Place and Kirkland’s. |
§ | Experienced Sponsorship. Sponsor Herbert L. Levine, who also serves as president of the property manager, Levcor, Inc., has been involved with the development, leasing and management of over 15 million square feet of retail centers and office buildings, with a focus on the Texas market and the repositioning of under-performing properties. Elliott Aintabi is chairman and CEO of the Jesta Group, which acquires, develops and manages real estate in North America and Europe. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
108
701 South Dobson Road Mesa, AZ 85202 | Collateral Asset Summary Holiday Village | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $15,454,232 49.9% 1.78x 12.7% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | LCF | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Refinance | Property Type: | Manufactured Housing Community | ||||||
Sponsor(1): | Ross H. Partrich | Collateral: | Fee Simple | ||||||
Borrower: | Holiday MHC Limited Partnership | Location: | Mesa, AZ | ||||||
Original Balance: | $15,500,000 | Year Built / Renovated: | 1963 / NAP | ||||||
Cut-off Date Balance: | $15,454,232 | Total Pads(3): | 495 | ||||||
% by Initial UPB: | 1.6% | Property Management: | Newbury Management Company | ||||||
Interest Rate: | 5.8020% | Underwritten NOI: | $1,969,500 | ||||||
Payment Date: | 6th of each month | Underwritten NCF: | $1,944,750 | ||||||
First Payment Date: | January 6, 2012 | Appraised Value: | $31,000,000 | ||||||
Maturity Date: | December 6, 2021 | Appraisal Date: | October 25, 2011 | ||||||
Amortization: | 360 months | ||||||||
Additional Debt: | None | Historical NOI | |||||||
Call Protection: | L(27), D(90), O(3) | TTM NOI: | $1,934,069 (T-12 October 31, 2011) | ||||||
Lockbox / Cash Management(2): | Soft / Springing | 2010 NOI: | $1,880,636 (December 31, 2010) | ||||||
2009 NOI: | $1,916,457 (December 31, 2009) | ||||||||
Reserves | 2008 NOI: | $1,802,398 (December 31, 2008) | |||||||
Taxes: | $38,224 | $7,645 | |||||||
Insurance: | $8,926 | $2,975 | Historical Occupancy | ||||||
Replacement: | $0 | $2,063 | Current Occupancy: | 88.3% (November 1, 2011) | |||||
Required Repairs: | $5,013 | NAP | 2010 Occupancy: | 91.0% (December 31, 2010) | |||||
2009 Occupancy: | 93.0% (December 31, 2009) | ||||||||
Financial Information | 2008 Occupancy: | NAV | |||||||
Cut-off Date Balance / Pad(3): | $31,221 | (1) | The Holiday Village sponsor is the sponsor under three other mortgage loans in the mortgage pool (Evergreen Portfolio, Eagle Crest MHC and Boulevard Estates MHC). | ||||||
Balloon Balance / Pad(3): | $26,404 | ||||||||
Cut-off Date LTV: | 49.9% | (2) | Cash management will be triggered upon (i) an event of default under the loan or the management agreement, (ii) the DSCR based on the trailing twelve month period is 1.05x or less for three consecutive calendar quarters, or (iii) reaching September 6, 2021. The borrower is permitted to cure a sweep event caused by an event described in clause (ii) above twice during the loan term, by the property achieving a trailing twelve month DSCR in excess of 1.20x for three consecutive calendar quarters. | ||||||
Balloon LTV: | 42.2% | ||||||||
Underwritten NOI DSCR: | 1.80x | ||||||||
Underwritten NCF DSCR: | 1.78x | ||||||||
Underwritten NOI Debt Yield: | 12.7% | (3) | In addition to the 495 home sites, there are also 83 RV sites located at the property. Cut-off Date Balance / Pad and Balloon Balance / Pad are based on the 495 home sites only. | ||||||
Underwritten NCF Debt Yield: | 12.6% | ||||||||
TRANSACTION HIGHLIGHTS |
§ | Experienced Sponsorship / Management. Ross H. Partrich currently owns, operates and manages 124 properties with 28,771 housing units and sites in 20 states. Newbury Management Company (established 1988) manages all of these units and acts as a third party manager at 31 properties located in 8 states comprised of approximately 8,000 sites. Newbury Management Company’s institutional clients include Fortress Investment Group, Midland Loan Services, CW Capital, Natixis, Berkadia and JER Partners. |
§ | Location. The Holiday Village property is located in Mesa, Arizona. Mesa is the third most populous city in Arizona. The 2010 median household income for the metropolitan statistical area was 11.5% higher than the national average, while the Cost of Living Index is 98.3% of the national average. |
§ | Strong Credit Metrics and Performance. The Holiday Village loan has a 49.9% Cut-off Date LTV based on the appraised value of $31.0 million as of October 25, 2011, a 1.78x Underwritten NCF DSCR and an Underwritten NOI Debt Yield of 12.7%. |
§ | Consistent Rental Collections. The annual collections have varied minimally from $2,161,073 in 2008 to $2,241,484 as of T-12 October 2011. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
109
830-1140 Biddle Road Medford, OR 97504 | Collateral Asset Summary Bear Creek Plaza | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $15,381,462 67.8% 1.35x 10.8% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | GLAC | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Refinance | Property Type: | Anchored Retail | ||||||
Sponsor: | Flamey Damian; Egla Damian | Collateral: | Fee Simple | ||||||
Borrower: | Bear Creek Ventures, LLC | Location: | Medford, OR | ||||||
Original Balance: | $15,400,000 | Year Built / Renovated: | 1977 / 2010 | ||||||
Cut-off Date Balance: | $15,381,462 | Total Sq. Ft.: | 189,953 | ||||||
% by Initial UPB: | 1.6% | Property Management: | Self-Managed | ||||||
Interest Rate: | 5.7500% | Underwritten NOI: | $1,656,950 | ||||||
Payment Date: | 6th of each month | Underwritten NCF: | $1,453,825 | ||||||
First Payment Date: | March 6, 2012 | Appraised Value: | $22,700,000 | ||||||
Maturity Date: | February 6, 2022 | Appraisal Date: | November 2, 2011 | ||||||
Amortization: | 360 months | ||||||||
Additional Debt: | None | Historical NOI | |||||||
Call Protection: | L(25), D(91), O(4) | TTM NOI: | $1,600,538 (T-12 November 30, 2011) | ||||||
Lockbox / Cash Management: | None | 2010 NOI: | $1,551,654 (December 31, 2010) | ||||||
2009 NOI: | $1,470,759 (December 31, 2009) | ||||||||
Reserves | 2008 NOI: | NAV | |||||||
Initial | Monthly | ||||||||
Taxes: | $22,417 | $22,417 | Historical Occupancy | ||||||
Insurance: | $5,042 | $1,260 | Current Occupancy: | 92.9% (January 1, 2012) | |||||
Replacement(1): | $80,000 | Springing | 2010 Occupancy: | 88.0% (December 31, 2010) | |||||
TI/LC(2): | $250,000 | Springing | 2009 Occupancy: | 87.0% (December 31, 2009) | |||||
2008 Occupancy: | NAV | ||||||||
Financial Information | (1) | Any time the balance of the replacement reserve account falls below $80,000, the borrower will be required to make monthly deposits in the amount of $ 2,374, until such time the balance of the replacement reserve account is equal to $80,000. | |||||||
Cut-off Date Balance / Sq. Ft.: | $81 | ||||||||
Balloon Balance / Sq. Ft.: | $68 | (2) | Any time the balance of the TI/LC reserve account falls below $250,000, the borrower will be required to make monthly deposits in the amount of $7,915, until such time the balance of the replacement reserve escrow account is equal to $250,000. | ||||||
Cut-off Date LTV: | 67.8% | ||||||||
Balloon LTV: | 57.1% | ||||||||
Underwritten NOI DSCR: | 1.54x | ||||||||
Underwritten NCF DSCR: | 1.35x | ||||||||
Underwritten NOI Debt Yield: | 10.8% | ||||||||
Underwritten NCF Debt Yield: | 9.5% |
TRANSACTION HIGHLIGHTS |
§ | Strong Location/Market. The Bear Creek Plaza property is well-located within the central retail corridor of Medford, Oregon and has excellent frontage and visibility along Biddle Road and Interstate 5 (traffic count in excess of 50,000 vehicles per day). Per the appraisal, the Medford retail inventory was over 4.6 million square feet with a 4.8% vacancy rate as of Q3 2011. There was no additional inventory delivered in Q3 2011 and no new deliveries are expected in the next year. |
§ | Tenant Mix/Granular Rent Roll. Bear Creek Plaza benefits from a diverse tenant mix, with a variety of local and national tenants. In addition, no single tenant occupies more than 15.8% of the NRA, or 12.7% of GPR. Thirteen tenants occupying over 66.6% of the NRA and contributing 55.7% of the GPR have been at the Bear Creek Plaza property for over 10 years, of which 6 tenants occupying 25.3% of the NRA and contributing 20.7% of the GPR have been at the Bear Creek Plaza property for over 25 years. |
§ | Equity. The borrower under the Bear Creek Plaza loan acquired the Bear Creek Plaza property in 2007 for approximately $19.25 million, and has made over $1.4 million in capital improvements. The borrower has approximately $5.8 million or 27.8% remaining equity in the property. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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200 West Second Street Winston-Salem, NC 27101 | Collateral Asset Summary BB&T Headquarters Building | Cut-off Date Balance: Cut-off Date LTV: U/W NCF DSCR: U/W NOI Debt Yield: | $15,328,964 44.0% 2.29x 17.2% |
Mortgage Loan Information | Property Information | ||||||||
Loan Seller: | LCF | Single Asset / Portfolio: | Single Asset | ||||||
Loan Purpose: | Acquisition | Property Type: | CBD Office | ||||||
Sponsor: | Inland Private Capital Corporation | Collateral: | Fee Simple | ||||||
Borrower: | Winston-Salem Office DST | Location: | Winston-Salem, NC | ||||||
Original Balance: | $15,360,750 | Year Built / Renovated: | 1987 / 2001-2003 | ||||||
Cut-off Date Balance: | $15,328,964 | Total Sq. Ft.: | 239,854 | ||||||
% by Initial UPB: | 1.6% | Property Management: | Inland Continental Property Management Corp. | ||||||
Interest Rate(1): | 5.8080% | Underwritten NOI: | $2,640,873 | ||||||
Payment Date: | 6th of each month | Underwritten NCF: | $2,478,662 | ||||||
First Payment Date: | February 6, 2012 | Appraised Value: | $34,800,000 | ||||||
Anticipated Repayment Date(1): | January 6, 2022 | Appraisal Date: | November 9, 2011 | ||||||
Amortization(1): | 360 months | ||||||||
Additional Debt(2): | $8,933,996 Mezzanine Loan | Historical NOI | |||||||
Call Protection: | L(26), YM1(90), O(4) | 2011 NOI: | $2,241,670 (YTD September 30, 2011 Ann.) | ||||||
Lockbox / Cash Management: | Hard / In Place | 2010 NOI: | $2,920,391 (December 31, 2010) | ||||||
2009 NOI: | $3,016,439 (December 31, 2009) | ||||||||
Reserves | 2008 NOI: | $2,847,913 (December 31, 2008) | |||||||
Initial | Monthly | ||||||||
Taxes: | $91,889 | $30,630 | Historical Occupancy | ||||||
Insurance: | $0 | Springing | Current Occupancy: | 100.0% (December 1, 2011) | |||||
Replacement(3): | $750,000 | See Footnote | 2010 Occupancy: | 100.0% (December 31, 2010) | |||||
TI/LC: | $206,430 | $0 | 2009 Occupancy: | 100.0% (December 31, 2009) | |||||
2008 Occupancy: | 100.0% (December 31, 2008) | ||||||||
Financial Information | (1) | The loan is structured with an anticipated repayment date (“ARD”) of January 6, 2022 and a final maturity date of January 6, 2037. In the event that the loan is not paid off on or before the ARD, the borrower will be required to make monthly payments of principal based on a 15-year amortization schedule and the loan will accrue interest at an increased interest rate equal to the initial interest rate plus 2%; provided that payment of the interest accrued at the additional two percentage points will be deferred until payment in full of the principal balance of the loan and will, to the extent permitted by applicable law, accrue interest at the initial interest rate plus 2%. Additionally, from and after the ARD, all excess cash flow will be used to pay down the loan. LCF funded a $10,250,000 mezzanine loan secured by the unsold passive equity interests in the borrower, which has since been paid down to $8,933,996. The mezzanine loan has a term of one-year and initially bears interest at a rate of 10.0000% per annum and is interest-only throughout the term. If the mezzanine loan is not repaid in full by April 6, 2012, the interest rate will increase to 14.0000% per annum. In addition, if the mezzanine loan is not repaid in full by July 6, 2012, all excess cash flow will be swept and used to pay down the mezzanine loan. | |||||||
Mortgage Loan | Total Debt(4) | ||||||||
Cut-off Date Balance / Sq. Ft.: | $64 | $101 | |||||||
Balloon Balance / Sq. Ft.: | $54 | $91 | |||||||
Cut-off Date LTV: | 44.0% | 69.7% | |||||||
ARD LTV(1): | 37.2% | 62.9% | |||||||
Underwritten NOI DSCR: | 2.44x | 1.33x | (2) | ||||||
Underwritten NCF DSCR: | 2.29x | 1.25x | |||||||
Underwritten NOI Debt Yield: | 17.2% | 10.9% | |||||||
Underwritten NCF Debt Yield: | 16.2% | 10.2% | |||||||
(3) | Replacement reserves per annum are: 2013 – $50,000, 2014 –$125,000, 2015 - $175,000, 2016 – $275,000, 2017 – $150,000, 2018 – $300,000, and 2019 through 2021 – $450,000 . | ||||||||
(4) | Total Debt includes the BB&T Headquarters Building mortgage loan and the $8,933,996 mezzanine loan. |
TRANSACTION HIGHLIGHTS |
§ | Tenancy. The BB&T Headquarters Building is primarily leased to and is the corporate headquarters for Branch Banking and Trust Company (“BB&T”) (rated A-/A2/A+ by S&P/Moody’s/Fitch) (91.4% of NRA/ 93.5% of UW Total Rent). BB&T has been a tenant at the property since 2001 and recently extended its lease through March 2023 with fixed rent steps of $0.40 PSF every year, throughout the base term of the lease. |
· | Strong Credit Metrics. The BB&T Headquarters Building loan has a 43.1% Loan to Cost and a 44.0% Cut-off Date LTV. There is minimal rollover during the term as only 8.6% of the square footage at the property expires prior to ARD. |
· | Location. The BB&T Headquarters Building is strategically located within 2 blocks of freeway access to I-40 Business Loop (I-40 BUS W/US-158 W/US-421 N/N Carolina 150 W), the major east west freeway through Winston-Salem connecting Winston-Salem with Greensboro. Location provides visibility and direct freeway access to all major thoroughfares that traverse the “Piedmont Triad” area. |
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
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STATEMENT REGARDING ASSUMPTIONS AS TO
SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION
This material is for your information, and none of Deutsche Bank Securities Inc., Ladder Capital Securities LLC, Guggenheim Securities, LLC, Morgan Stanley & Co. LLC and RBS Securities Inc. (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 the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: prospectus.cpdg@db.com.
Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof, 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.
The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities.
This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof.
IRS Circular 230 Notice: THIS TERM SHEET IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS TERM SHEET IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
IMPORTANT NOTICE REGARDING THE CERTIFICATES
THE CERTIFICATES REFERRED TO IN THESE MATERIALS ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL OFFERING CIRCULAR) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS. PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THESE SECURITIES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF CERTIFICATES TO BE MADE TO INVESTORS; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.
AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY NOT BE ISSUED WITH THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. THE UNDERWRITERS’ OBLIGATION TO SELL CERTIFICATES TO ANY PROSPECTIVE INVESTOR IS CONDITIONED ON THE CERTIFICATES AND THE TRANSACTION HAVING THE
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CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF THE UNDERWRITERS DETERMINE THAT A CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTOR WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR THE UNDERWRITERS WILL HAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THE CERTIFICATES WHICH SUCH PROSPECTIVE INVESTOR HAS COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVE INVESTOR, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.
THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.
THE INFORMATION CONTAINED HEREIN SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.
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