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Benchmark 2020-B18 Mortgage Trust

Filed: 20 Jul 20, 4:27pm
  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-226943-07
   
 

July 20, 2020

 

FREE WRITING PROSPECTUS

 

STRUCTURAL AND COLLATERAL TERM SHEET

 

$934,463,108 

(Approximate Total Mortgage Pool Balance)

 

$636,912,000

(Approximate Offered Certificates)

 

BENCHMARK 2020-B18 

 

Deutsche Mortgage & Asset Receiving Corporation 

Depositor

 

German American Capital Corporation 

JPMorgan Chase Bank, National Association 

Goldman Sachs Mortgage Company 

Citi Real Estate Funding Inc.

Sponsors and Mortgage Loan Sellers

 

Deutsche Bank Securities            Goldman Sachs & Co. LLC          CitigroupJ.P. Morgan

 
Co-Lead Managers and Joint Bookrunners

  
Drexel HamiltonAmeriVet Securities
Co-Managers

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-226943) 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 Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission 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 emailing: 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. This free writing prospectus does not contain all information that is required to be included in the prospectus.

 

 

 

 

Capitalized terms used but not defined herein have the meanings assigned to them in the Preliminary Prospectus expected to be dated July 20, 2020 relating to the offered certificates (hereinafter referred to as the “Preliminary Prospectus”).  

 

KEY FEATURES OF SECURITIZATION

  

Offering Terms: 
Co-Lead Managers and Joint Bookrunners:Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc.
Co-Managers:Drexel Hamilton, LLC and AmeriVet Securities, Inc.
Sponsors and Mortgage Loan Sellers:German American Capital Corporation* (“GACC”) (23.3%), JPMorgan Chase Bank, National Association (“JPMCB”) (30.8%), Goldman Sachs Mortgage Company (“GSMC”) (24.4%) and Citi Real Estate Funding Inc. (“CREFI”) (21.5%) *An indirect wholly owned subsidiary of Deutsche Bank AG
Master Servicer:Midland Loan Services, a Division of PNC Bank, National Association
Operating Advisor:Park Bridge Lender Services LLC
Asset Representations Reviewer:Park Bridge Lender Services LLC
Special Servicer:Midland Loan Services, a Division of PNC Bank, National Association
Certificate Administrator:Wells Fargo Bank, National Association
Trustee:Wells Fargo Bank, National Association
Rating Agencies:Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, LLC (“KBRA”) and Standard & Poor’s Financial Services (“S&P”).
Credit Risk Retention:For a discussion on the manner in which the U.S. credit risk retention requirements are being satisfied by GACC, as retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus. Note that this securitization transaction is not being structured to satisfy EU risk retention and due diligence requirements.
Determination Date:11th day of each month, or if such 11th day is not a business day, the immediately following business day, commencing in August 2020.
Distribution Date:4th business day following the Determination Date in each month, commencing in August 2020.
Cut-off Date:With respect to each mortgage loan, the later of the related payment date of such mortgage loan in July 2020 (or, in the case of any mortgage loan that has its first due date subsequent to July 2020, the date that would have been its due date in July 2020 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month) and the date of origination of such mortgage loan. Unless otherwise noted, all mortgage loan statistics are based on balances as of the Cut-off Date.
Closing Date:On or about July 31, 2020
Settlement Terms:DTC, Euroclear and Clearstream, same day funds, with accrued interest.
ERISA Eligible:All of the Offered Certificates are expected to be ERISA eligible.
SMMEA Eligible:None of the Offered Certificates will be SMMEA eligible.
Day Count:30/360
Tax Treatment:REMIC
Rated Final Distribution Date:July 2053
Minimum Denominations:$10,000 (for each class of offered principal balance certificates) and $100,000 (for each class of offered interest-only certificates) and in each case in multiples of $1 thereafter.
Clean-up Call:1% (with certain exceptions described under “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus)
   

Distribution of Collateral by Property Type

 

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Mortgage Loan Sellers

Number of 

Mortgage 

Loans 

Number of 

Mortgaged 

Properties 

Aggregate 

Cut-off Date 

Balance 

% of Initial Outstanding 

Pool Balance 

German American Capital Corporation673$161,500,00017.3%
JPMorgan Chase Bank, National Association954$238,608,10825.5%
Goldman Sachs Mortgage Company46$227,700,00024.4%
Citi Real Estate Funding Inc.1517$140,805,00015.1%
Citi Real Estate Funding Inc. / German American Capital Corporation(1)12$65,000,0007.0%
German American Capital Corporation / JPMorgan Chase Bank, National Association(2)11$62,850,0006.7%
JPMorgan Chase Bank, National Association / Citi Real Estate Funding Inc. (3)11$38,000,0004.1%
Total:37154$934,463,108100.0%

 

Collateral Facts 

 
Initial Outstanding Pool Balance:$934,463,108
Number of Mortgage Loans:37
Number of Mortgaged Properties:154
Average Mortgage Loan Cut-off Date Balance:$25,255,760
Weighted Average Mortgage Rate:3.7750%
Weighted Average Mortgage Loan Original Term to Maturity Date or ARD (months)(4):106
Weighted Average Mortgage Loan Remaining Term to Maturity Date or ARD (months)(4):104
Weighted Average Mortgage Loan Seasoning (months)(4):2
% of Mortgaged Properties Leased to a Single Tenant:38.3%

 

Credit Statistics(5)(6)(7) 

 
Weighted Average Mortgage Loan U/W NCF DSCR(8):3.07x
Weighted Average Mortgage Loan Cut-off Date LTV(9):50.8%
Weighted Average Mortgage Loan Maturity Date or ARD LTV(9):49.4%
Weighted Average U/W NOI Debt Yield(8):12.1%

 

Amortization Overview 

 
% Mortgage Loans which pay Interest Only through Maturity or ARD Date:84.5%
% Mortgage Loans which pay Interest Only followed by Amortization through Maturity Date or ARD:10.8%
% Mortgage Loans which pay with Amortization followed by Interest Only through Maturity Date or ARD:4.1%
% Mortgage Loans with Amortization through Maturity Date or ARD:0.7%
Weighted Average Remaining Amortization Term (months)(10):360

 

Amortization Overview 

 
% Mortgage Loans with Upfront or Ongoing Tax Reserves:44.8%
% Mortgage Loans with Upfront or Ongoing Replacement Reserves(11):50.0%
% Mortgage Loans with Upfront or Ongoing Insurance Reserves:18.0%
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(12):64.9%
% Mortgage Loans with In Place Hard Lockboxes:82.5%
% Mortgage Loans with Cash Traps Triggered at DSCR Levels ≥ 1.10x:64.9%
% Mortgage Loans with Cash Traps Triggered at Debt Yield Levels ≥ 5.75%:30.5%
  
Prepayment Provisions(13) 
% Mortgage Loans with Prepayment Only After a Lockout Period and Prior to an Open Period with Defeasance:66.3%
% Mortgage Loans with Prepayment Only After a Lockout Period and Prior to an Open Period with Defeasance or Yield Maintenance Charge:10.2%
% Mortgage Loans with Prepayment Prior to an Open Period with a Yield Maintenance Charge or Defeasance:9.2%
% Mortgage Loans with Prepayment Prior to an Open Period with a Yield Maintenance Charge:7.5%
% Mortgage Loans with Prepayment Only After a Lockout Period and Prior to an Open Period with a Yield Maintenance Charge:6.8%
      
(1)Includes the $65.0 million pari passu portion of the MGM Grand & Mandalay Bay mortgage loan, as to which CREFI is acting as mortgage loan seller of the $43,333,333 Note A-13-1 and GACC is acting as the mortgage loan seller of the $21,666,667 Note A-15-1.

(2)Includes the $62.85 million pari passu portion of the 1633 Broadway mortgage loan, as to which GACC is acting as mortgage loan seller of the $35.0 million Note A-2-C-6 and JPMCB is acting as the mortgage loan seller of the $27.85 million Note A-3-C-1-A.

(3)Includes the $38.0 million pari passu portion of the 420 Taylor Street mortgage loan, as to which JPMCB is acting as mortgage loan seller of the $21,590,909 Note A-2 and CREFI is acting as the mortgage loan seller of the $16,409,091 Note A-4.

(4)With respect to 6 mortgage loans (19.4%), under the terms of the related mortgage loan documents, the first payment date is in September 2020. However, due to the fact that the related mortgage loan seller will contribute an Initial Interest Deposit Amount to the Issuing Entity on the Closing Date to cover an amount that represents one-month’s interest that would have accrued with respect to the mortgage loan at the related Net Mortgage Rate with respect to an August 2020 payment date, such Mortgage Loan is being treated as having a First Due Date in August 2020, and the Original Term to Maturity Date or ARD, Remaining Term to Maturity Date or ARD and Loan Seasoning are shown in the Annex A-1 to reflect this.

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

(5)The LTV, DSCR and Debt Yield calculations include any related pari passu companion loan(s) and exclude any related subordinate companion loan(s) and/or mezzanine loan(s).

(6)With respect to Chase Center Tower I mortgage loan and Chase Center Tower II mortgage loan (collectively, the “Chase Center Tower mortgage loans”), the mortgage loans are cross-collateralized and cross-defaulted. As such the calculations are based on the aggregate Cut-off Date Balance, Maturity or ARD Balance, U/W NOI, U/W NCF and Debt Services of these loans.

(7)The BX Industrial Portfolio mortgage loan is part of a whole loan with an aggregate principal balance as of the Cut-off Date of approximately $649.428 million that is split between (i) a 17-month floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.428 million, and (ii) a 77-month fixed rate loan (the “BX Industrial Portfolio Fixed Rate Loan”) with an aggregate Cut-off Date principal balance of $550.0 million that is comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $227.6 million. The BX Industrial Portfolio Senior Fixed Rate Loan is senior to the BX Industrial Portfolio Subordinate Fixed Rate Loan and the BX Industrial Portfolio mortgage loan is comprised of a portion of the BX Industrial Portfolio Senior Fixed Rate Loan. The interest rate on the BX Industrial Portfolio Floating Rate Loan is LIBOR (subject to a floor of 0.000%) plus a spread of 1.450%. The BX Industrial Portfolio Fixed Rate Loan and the BX Industrial Portfolio Floating Rate Loan are pari passu, provided that voluntary prepayments are applied first to the BX Industrial Portfolio Floating Rate Loan until paid in full, and then to the BX Industrial Portfolio Fixed Rate Loan. The financial information presented in the Collateral Characteristics section above reflects the BX Industrial Portfolio Senior Fixed Rate Loan and approximately $58.283 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan, and excludes the remaining approximately $41.145 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan and the BX Industrial Portfolio Subordinate Fixed Rate Loan. For purposes of all calculations herein, LIBOR is assumed to be 0.500%.

(8)With respect to the 968-970 Gates Ave mortgage loan (0.7%) the U/W NCF DSCR and U/W NOI Debt Yield is calculated based on the Cut-off Date Balance net a holdback reserve.

(9)With respect to 7 mortgage loans (29.2%) (including Moffett Towers Buildings A, B & C, MGM Grand & Mandalay Bay, 280 North Bernardo, 420 Taylor Street, Chase Center Towers and Bellagio Hotel and Casino), the Cut-off Date LTV and Maturity Date or ARD LTV have been calculated using a value other than the “As Is” appraised values. For additional information please see the footnotes to Annex A-1 in the Preliminary Prospectus.

(10)Excludes mortgage loans which are interest only for the full loan term.

(11)Includes FF&E reserves.

(12)Represents the percent of the allocated Initial Outstanding Pool Balance of office, retail, industrial and mixed use properties only structured with TI/LC reserves.

(13)Please see Annex A-1 of the Preliminary Prospectus for more information.

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust

 

STRUCTURE SUMMARY

 

OFFERED CERTIFICATES 

 

Class(1)Ratings
(S&P/Fitch/KBRA)

Initial Certificate 

Balance or Notional Amount(2)

Initial 

Subordination
Levels(3)

Weighted  

Average Life (years)(4) 

Principal Window  

(months)(4) 

Certificate Principal to Value Ratio(5)

Certificate Underwritten  

NOI Debt Yield(6) 

        
Class A-1AAA(sf)/AAAsf/AAA(sf)$7,467,000 30.000%2.691 – 5535.6%17.3%
Class A-3AAA(sf)/AAAsf/AAA(sf)$67,056,000 30.000%6.2175 – 7535.6%17.3%
Class A-SBAAA(sf)/AAAsf/AAA(sf)$8,738,000 30.000%7.3261 – 11335.6%17.3%
Class A-4AAA(sf)/AAAsf/AAA(sf)(7)30.000%(7)(7)35.6%17.3%
Class A-5AAA(sf)/AAAsf/AAA(sf)(7)30.000%(7)(7)35.6%17.3%
Class X-A(8)NR/AAAsf/AAA(sf)$732,914,000(9)N/AN/AN/AN/AN/A
Class A-MNR/AAAsf/AAA(sf)$106,300,000 18.125%9.96120 – 12041.6%14.8%
Class BNR/AA-sf/AA-(sf)$33,569,000 14.375%9.96120 – 12043.5%14.1%
Class CNR/A-sf/A-(sf)$34,687,000 10.500%9.96120 – 12045.5%13.5%

 

NON-OFFERED CERTIFICATES

 

Class(1)Ratings
(S&P/Fitch/KBRA)

Initial Certificate 

Balance or Notional Amount(2) 

Initial 

Subordination
Levels(3) 

Weighted  

Average Life (years)(4) 

Principal Window
(months)(4) 

Certificate Principal to Value Ratio(5)

Certificate Underwritten  

NOI Debt Yield(6) 

        
Class A-2AAA(sf)/AAAsf/AAA(sf)    $164,258,000 30.000%4.8055 – 6135.6%17.3%
Class X-B(8)NR/AA-sf/AAA(sf)$33,569,000(9)N/AN/AN/AN/AN/A
Class X-D(8)NR/BBB-sf/BBB-(sf)$40,283,000(9)N/AN/AN/AN/AN/A
Class X-F(8)(10)NR/BB-sf/NR$15,665,000(9)N/AN/AN/AN/AN/A
Class DNR/BBBsf/BBB+(sf)$23,499,000 7.875%10.03120 – 12146.8%13.1%
Class ENR/BBB-sf/BBB-(sf)$16,784,000 6.000%10.04121 – 12147.8%12.9%
Class F(10)NR/BB-sf/NR$15,665,000 4.250%10.04121 – 12148.6%12.6%
Class G-RR(10)(11)NR/B-sf/NR$8,952,000 3.250%10.04121 – 12149.1%12.5%
Class H-RR(10)(11)NR/NR/NR$29,093,108 0.000%10.04121 – 12150.8%12.1%

 

NON-OFFERED LOAN-SPECIFIC CERTIFICATES

 

Class(1)Ratings
(Fitch)

Initial Certificate 

Balance or Notional Amount(2)

Initial 

Subordination
Levels(3) 

Weighted  

Average Life (years)(4) 

Principal Window 

(months)(4) 

Certificate Principal to Value Ratio(12)

Certificate Underwritten  

NOI Debt Yield(13) 

        
Class AGN-X(14)(15)B-sf     $121,775,000 N/AN/AN/AN/AN/A
Class AGN-D(14)BBB-sf$27,900,000 35.392%5.0461 – 6147.3%13.9%
Class AGN-E(14)BB-sf$42,875,000 24.194%5.0461 – 6155.4%11.9%
Class AGN-F(14)B-sf$51,000,000 10.872%5.0461 – 6165.2%10.1%
Class AGN-G(14)NR$41,625,000 0.000%5.0461 – 6173.1%9.0%

 

NON-OFFERED VERTICAL RISK RETENTION INTEREST

 

Non-Offered Vertical Risk
Retention Interest
Ratings
(S&P/Fitch/KBRA)

Initial Certificate 

Balance or Interest Balance 

Initial

Subordination
Levels 

Weighted  

Average Life (years)(16) 

Principal Window 

(months)(16) 

Certificate Principal to Value Ratio

Certificate Underwritten  

NOI Debt Yield 

        
Class RR Certificates(17)(18)NR/NR/NR$29,723,796(19)N/A8.501 - 121N/AN/A
RR Interest(17)(18)NR/NR/NR$9,576,204(19)N/A8.501 - 121N/AN/A
AGN-VRR Interest(14)(18)(20)NR/NR/NR$8,600,000 N/A5.0461 - 61N/AN/A

 

(1)The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR certificates (the “Pooled Principal Balance Certificates”) will equal one of: (i) a fixed per annum rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related Distribution Date occurs (the “WAC Rate”), (iii) a rate equal to the lesser of a specified pass-through rate and the WAC Rate or (iv) the WAC Rate less a specified rate. The pass-through rates applicable to the Class AGN-D, Class AGN-E, Class AGN-F and Class AGN-G certificates, in each case, will equal one of the following per annum rates: (i) a fixed rate, (ii) the net mortgage rate on the trust subordinate companion loan related to the Agellan Portfolio mortgage loan (the “Trust Subordinate Companion Loan”), (iii) the lesser of a specified rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a specified rate.

(2)Approximate; subject to a permitted variance of plus or minus 5%. Neither the VRR Interest Balance of the VRR Interest nor the interest balance of the AGN-VRR Interest is included in the Certificate Balance or Notional Amount of any Class of Certificates set forth under "Offered Certificates", "Non-Offered Certificates" or “Non-Offered Loan-Specific Certificates” in the table above. In addition, the Certificate Balance of each Class of Pooled Principal Balance Certificates (and correspondingly, the initial Notional Amount of each Class of Class X Certificates, as described in footnote (9) below) is subject to change as described in footnote (19) below.

(3)The initial subordination levels for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 (the “Senior Pooled Principal Balance Certificates”) certificates are represented in the aggregate. The approximate initial credit support percentage for each class of Pooled Principal Balance Certificates does not include the subordination provided by the Trust Subordinate Companion Loan. None of the Class AGN-D, Class AGN-E, Class AGN-F or Class AGN-G certificates (the “Loan-Specific Principal Balance Certificates”), the Class AGN-X certificates (together with the Loan-Specific Principal Balance Certificates, the “Loan-Specific Certificates”) or the AGN-VRR Interest will provide credit support to any other class of certificates, except to the extent of the subordination of the Trust Subordinate Companion Loan (in which the Loan-Specific Certificates and the AGN-VRR Interest each represent an interest) to the Agellan Portfolio mortgage loan. The initial credit support percentages of the Loan-Specific Certificates are based on the Agellan Portfolio whole loan. The approximate initial credit support percentages shown in the table above do not take into account the VRR Interest or the AGN-VRR Interest. However, losses incurred on the mortgage loans will be allocated between the VRR Interest, on the one hand, and the Pooled Principal Balance Certificates, on the other hand, pro rata in accordance with their respective outstanding balances, and losses incurred on the Trust Subordinate Companion Loan will be allocated between the AGN-VRR Interest, on the one hand, and the Loan Specific Certificates, on the other hand, pro rata in accordance with their respective outstanding interest balance or Certificate Balances.

(4)The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of Pooled Principal Balance Certificates (and the Loan-Specific Principal Balance Certificates) are based on (i) modeling assumptions described in the Preliminary Prospectus and Loan-Specific PPM, as applicable, and (ii) assumptions that there are no prepayments, delinquencies or losses on the mortgage loans (or, in the case of the Loan-Specific Principal Balance Certificates, the Trust Subordinate Companion Loan) and that there are no extensions or forbearances of maturity dates or anticipated repayment dates. The weighted average life and principal window of the Class A-4 and Class A-5 certificates are expected to be within the applicable ranges reflected in the chart set forth in footnote (7) below.

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

STRUCTURE SUMMARY

 

(5)“Certificate Principal to Value Ratio” for any class of Pooled Principal Balance Certificates is calculated as the product of (a) the weighted average mortgage loan Cut-off Date LTV of the mortgage loans, and (b) a fraction, the numerator of which is the total initial Certificate Balance of the related class of Pooled Principal Balance Certificates and all other classes of Pooled Principal Balance Certificates, if any, that are senior to such class (and the VRR Interest Balance of any portion of the VRR Interest that is considered to be pari passu or senior to such class), and the denominator of which is the total initial Certificate Balance of all classes of Pooled Principal Balance Certificates and the initial VRR Interest Balance of the VRR Interest. The Certificate Principal to Value Ratios of each class of Senior Pooled Principal Balance Certificates are calculated in the aggregate for those classes as if they were a single class.

(6)“Certificate Underwritten NOI Debt Yield” for any class of Pooled Principal Balance Certificates is calculated as the product of (a) the weighted average Underwritten NOI Debt Yield for the mortgage loans, and (b) a fraction, the numerator of which is the total initial Certificate Balance of all classes of Pooled Principal Balance Certificates and the initial VRR Interest Balance of the VRR Interest and the denominator of which is the total initial Certificate Balance of such class of Pooled Principal Balance Certificates and all other classes of Pooled Principal Balance Certificates, if any, that are senior to such class (and the VRR Interest Balance of any portion of the VRR Interest that is considered to be pari passu or senior to such class). The Underwritten NOI Debt Yields of each class of Senior Pooled Principal Balance Certificates are calculated in the aggregate for those classes as if they were a single class.

(7)The exact initial Certificate Balances of the Class A-4 and Class A-5 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial Certificate Balances, weighted average lives and principal windows of the Class A-4 and Class A-5 certificates are expected to be within the applicable ranges reflected in the following chart. The aggregate initial Certificate Balance of the Class A-4 and Class A-5 certificates is expected to be approximately $379,095,000, subject to a variance of plus or minus 5.0%.

 

Class of CertificatesExpected Range of Initial Certificate BalanceExpected Range of Weighted Avg. Life (years)Expected Range of Principal Window (months)
Class A-4$75,000,000 - $119,000,0009.38 – 9.41113-113 / 113-115
Class A-5 $260,095,000 - $304,095,0009.68 – 9.64115-120 / 113-120

 

(8)As further described in the Preliminary Prospectus, the pass-through rate applicable to the Class X-A, Class X-B, Class X-D and Class X-F certificates (collectively, the “Class X Certificates” and, together with the Pooled Principal Balance Certificates and the Class S Certificates, the “Pooled Certificates”) for each Distribution Date will generally be equal to the excess of (i) the WAC Rate over (ii)(A) with respect to the Class X-A certificates, the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates (based on their respective Certificate Balances outstanding immediately prior to such Distribution Date), (B) with respect to the Class X-B certificates, the pass-through rate of the Class B certificates, (C) with respect to the Class X-D certificates, the weighted average of the pass-through rates of the Class D and Class E certificates (based on their respective Certificate Balances immediately prior to such Distribution Date) and (D) with respect to the Class X-F certificates, the pass-through rate of the Class F certificates.

(9)The Class X Certificates will not have Certificate Balances. None of the Class X Certificates will be entitled to distributions of principal. The interest accrual amounts on the Class X-A certificates will be calculated by reference to a notional amount equal to the aggregate Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 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 Certificate Balances of the Class B certificates. The interest accrual amounts on the Class X-D certificates will be calculated by reference to a notional amount equal to the aggregate Certificate Balances of the Class D and Class E certificates. The interest accrual amounts on the Class X-F certificates will be calculated by reference to a notional amount equal to the Certificate Balance of the Class F certificates. The notional amount of each class of the Class X Certificates is subject to change depending upon the final pricing of the Pooled Principal Balance Certificates, as follows: (1) if as a result of such pricing the pass-through rate of any class of Pooled Principal Balance Certificates whose Certificate Balance comprises such notional amount is equal to the WAC Rate, the Certificate Balance of such class of Pooled Principal Balance Certificates may not be part of and will reduce accordingly, such notional amount of the related Class X Certificates (or, if as a result of such pricing the pass-through rate of the related Class X Certificates is equal to zero, such Class X Certificates may not be issued on the Closing Date), and/or (2) if as a result of such pricing the pass-through rate of any class of Pooled Principal Balance Certificates that does not comprise such notional amount of the related Class X Certificates is equal to less than the WAC Rate, such class of Pooled Principal Balance Certificates may become a part of, and will increase accordingly, such notional amount of the related Class X Certificates.

(10)The initial Certificate Balance of each of the Class F, Class G-RR and Class H-RR certificates, and the notional amount of the Class X-F certificates, is subject to change based on final pricing of all Pooled Certificates, the final determination of the Class G-RR and Class H-RR certificates (collectively, the “HRR Certificates”) that will be retained by the retaining third-party purchaser and the final determination of the VRR Interest that will be retained as described under “Credit Risk Retention” in the Preliminary Prospectus to satisfy the U.S. risk retention requirements of German American Capital Corporation, as retaining sponsor. For more information regarding the methodology and key inputs and assumptions used to determine the sizing of the HRR Certificates, see “Credit Risk Retention” in the Preliminary Prospectus.

(11)The HRR Certificates are expected to be retained by Eightfold Real Estate Capital Fund V, L.P. or its affiliate, in partial satisfaction of the risk retention obligations of German American Capital Corporation in its capacity as the retaining sponsor in accordance with the credit risk retention rules applicable to the pooled securitization transaction. For more information regarding the methodology and key inputs and assumptions used to determine the sizing of the HRR Certificates, see “Credit Risk Retention” in the Preliminary Prospectus.

(12)The “Certificate Principal to Value Ratio” for any class of Loan-Specific Principal Balance Certificates is calculated as the product of (a) the Cut-off Date LTV of the Agellan Portfolio Whole Loan and (b) a fraction, the numerator of which is the sum of (i) the initial Certificate Balance of such class of Loan-Specific Principal Balance Certificates and all other classes of Loan-Specific Principal Balance Certificates, if any, that are senior to such class (including any portions of the AGN-VRR Interest that is considered to be pari passu or senior to such class) and (ii) the principal balance as of the Cut-off Date of the Agellan Portfolio Senior Loan, and the denominator of which is the total initial Certificate Balance of all classes of Loan-Specific Principal Balance Certificates and the AGN-VRR Interest and the principal balance as of the Cut-off Date of Agellan Portfolio Senior Loan.

(13)The “Certificate Underwritten NOI Debt Yield” for any class of Loan-Specific Principal Balance Certificates is calculated as the product of (a) the Underwritten NOI Debt Yield for the Agellan Portfolio Whole Loan and (b) a fraction, the numerator of which is the total initial Certificate Balance of all classes of Loan-Specific Principal Balance Certificates and the AGN-VRR Interest and the principal balance as of the Cut-off Date of Agellan Portfolio Senior Loan and the denominator of which is the total initial Certificate Balance of such class of Loan-Specific Principal Balance Certificates and all other classes of Loan-Specific Principal Balance Certificates, if any, that are senior to such class (and any portions of the AGN-VRR Interest that is considered to be pari passu or senior to such class) and the principal balance as of the Cut-off Date of Agellan Portfolio Senior Loan.

(14)The Loan-Specific Certificates and the AGN-VRR Interest will only be entitled to receive distributions from, and will only incur losses with respect to, the Trust Subordinate Companion Loan. The Trust Subordinate Companion Loan will be included as an asset of the issuing entity but will not be part of the mortgage pool backing the Pooled Certificates. No class of Pooled Certificates will have any interest in the Trust Subordinate Companion Loan. See “Description of the Mortgage Pool—The Whole Loans—Agellan Portfolio Whole Loan” in the Preliminary Prospectus.

(15)The Class AGN-X certificates will not have a certificate balance and will not be entitled to distributions of principal. The Class AGN-X certificates will accrue interest on its notional amount and at its pass-through rate as described in “Description of the Certificates—Distributions—Pass-Through Rates” in the Preliminary Prospectus.

(16)The weighted average life and principal window during which distributions of principal would be received as set forth in the foregoing table with respect to the VRR Interest (as defined below) and the AGN-VRR Interest are based on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus and modeling assumptions in the Loan-Specific PPM, as applicable, and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans or the Trust Subordinate Companion Loan, as applicable, and that there are no extensions or forbearances of maturity dates or anticipated repayment dates.

(17)German American Capital Corporation, as the retaining sponsor, is expected to acquire from the depositor, on the Closing Date, an “eligible vertical interest” (as defined in Regulation RR) comprised of the Class RR certificates and the RR interest (collectively, the “VRR Interest”), representing a specified percentage (to be determined as described in footnote (19) below) of all classes of Pooled Principal Balance Certificates and the VRR Interest. A portion of the VRR Interest will be retained by each of German American Capital Corporation or its “majority-owned affiliate” and JPMCB, Goldman Sachs Bank USA and CREFI in accordance with the credit risk retention rules applicable to the pooled securitization transaction. See “Credit Risk Retention” in the Preliminary Prospectus.

(18)Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective interest rate for the VRR Interest will be the WAC rate. The effective interest rate for the AGN-VRR Interest will be the net mortgage rate of the Trust Subordinate Companion Loan.

(19)The initial VRR Interest Balance of the VRR Interest is subject to change depending on the final pricing of all classes of Pooled Certificates with the final VRR Interest Balance of the VRR Interest determined such that, upon initial issuance, the percentage of the fair value of the HRR Certificates and the percentage of the VRR Interest (in the aggregate) will equal at least 5. If the initial VRR Interest balance is reduced, the initial Certificate Balance of each class of Pooled Principal Balance Certificates (and correspondingly, the initial notional amount of each class of Class X Certificates) will be increased on a pro rata basis (based on the initial Certificate Balance set forth in the table above) in an aggregate amount equal to such reduction in the initial VRR Interest Balance of the VRR Interest. If the initial VRR Interest Balance of the VRR Interest is increased, the initial Certificate Balance of each class of Pooled Principal Balance Certificates (and correspondingly, the initial notional amount of each class of Class X Certificates) will be decreased on a pro rata basis (based on the initial Certificate Balance set forth in the table above) in an aggregate amount equal to such increase in the initial VRR Interest Balance of the VRR Interest. For a further description, see “Credit Risk Retention” in the Preliminary Prospectus.

(20)JPMCB is expected to acquire from the depositor, on the Closing Date, an “eligible vertical interest” (as defined in Regulation RR) in the form of a single vertical security with an expected aggregate initial Interest Balance of $8,600,000 (the “AGN-VRR Interest”), which is expected to represent approximately 5.00% of all Classes of Loan-Specific Principal Balance Certificates and AGN-VRR Interest. The AGN-VRR Interest will be retained by JPMCB or its “majority-owned affiliate” in accordance with the credit risk retention rules applicable to the securitization transaction relating to the Loan-Specific Certificates.

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

STRUCTURE SUMMARY

 

Class A-2 Principal Paydown(1)

  

Class

Mortgage 

Loan Seller 

Mortgage LoanProperty TypeCut-off Date
Balance
Remaining Term to Maturity (Mos.)Cut-off Date LTV Ratio

U/W 

NCF DSCR 

U/W NOI 

Debt Yield 

A-2JPMCBAgellan Portfolio(2)Various$75,000,0006141.9%3.04x15.7%
A-2JPMCB3000 Post OakOffice$35,000,0005655.6%2.19x12.0%
A-2JPMCBChase Center Tower I(3)(4)Office$18,213,7505631.3%3.87x13.9%
A-2JPMCBChase Center Tower II(3)(4)Office$15,536,2505631.3%3.87x13.9%
A-2JPMCBApollo Education Group HQ CampusOffice$26,500,0005547.2%4.15x14.9%
         
(1)This table reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-2 certificates, assuming (i) that none of the mortgage loans experience prepayments, defaults or losses, (ii) there are no extensions of maturity dates and (iii) each mortgage loan is paid in full on its stated maturity date. See “Yield and Maturity Considerations—Yield Considerations” in the Preliminary Prospectus.

(2)With respect to the Agellan Portfolio mortgage loan, under the terms of the related mortgage loan documents, the first payment date is in September 2020. However, due to the fact that the related mortgage loan seller will contribute an Initial Interest Deposit Amount to the Issuing Entity on the Closing Date to cover an amount that represents one-month’s interest that would have accrued with respect to the mortgage loan at the related Net Mortgage Rate with respect to an August 2020 payment date, such Mortgage Loan is being treated as having a First Due Date in August 2020, and the Remaining Term to Maturity Date (Mos.) reflect this.

(3)With respect to the Chase Center Towers mortgage loans, the Cut-off Date LTV have been calculated based on the appraised values other than “As Is”. For additional information please see the footnotes to Annex A-1 in the Preliminary Prospectus.
(4)With respect to the Chase Center Tower mortgage loans, the mortgage loans are cross-collateralized and cross-defaulted. As such the calculations are based on the aggregate Cut-off Date Balances, U/W NOI, U/W NCF and Debt Services of these loans

 

Class A-3 Principal Paydown(1)

  

Class

Mortgage 

Loan Seller 

Mortgage LoanProperty TypeCut-off Date
Balance
Remaining Term to Maturity (Mos.)Cut-off Date LTV Ratio

U/W 

NCF DSCR 

U/W NOI 

Debt Yield 

A-3GACCBX Industrial Portfolio(2)Various$70,000,0007539.6%   3.57x 12.8%
          
(1)This table reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-3 certificates, assuming (i) that none of the mortgage loans experience prepayments, defaults or losses, (ii) there are no extensions of maturity dates and (iii) each mortgage loan is paid in full on its stated maturity date. See “Yield and Maturity Considerations—Yield Considerations” in the Preliminary Prospectus.

(2)The BX Industrial Portfolio mortgage loan is part of a whole loan with an aggregate principal balance as of the Cut-off Date of approximately $649.428 million that is split between (i) a 17-month floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.428 million, and (ii) a 77-month fixed rate loan (the “BX Industrial Portfolio Fixed Rate Loan”) with an aggregate Cut-off Date principal balance of $550.0 million that is comprised of comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $227.6 million. The BX Industrial Portfolio Senior Fixed Rate Loan is senior to the BX Industrial Portfolio Subordinate Fixed Rate Loan and the BX Industrial Portfolio mortgage loan is comprised of a portion of the BX Industrial Portfolio Senior Fixed Rate Loan. The interest rate on the BX Industrial Portfolio Floating Rate Loan is LIBOR (subject to a floor of 0.000%) plus a spread of 1.450%. The BX Industrial Portfolio Fixed Rate Loan and the BX Industrial Portfolio Floating Rate Loan are pari passu, provided that voluntary prepayments are applied first to the BX Industrial Portfolio Floating Rate Loan until paid in full, and then to the BX Industrial Portfolio Fixed Rate Loan. The financial information presented in the table above reflects the BX Industrial Portfolio Senior Fixed Rate Loan and approximately $58.283 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan, and excludes the remaining approximately $41.145 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan and the BX Industrial Portfolio Subordinate Fixed Rate Loan. For purposes of all calculations herein, LIBOR is assumed to be 0.500%.

  

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

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Ten Largest Mortgage Loans
 
Mortgage Loan

Mortgage

Loan Seller

City, StateProperty Type

Mortgage Loan 

Cut-off Date
Balance

% of Initial
Outstanding
Pool Balance
Cut-off Date
Balance per NRA/Room(1)
Cut-off Date
LTV(1)(2)

U/W NCF

DSCR after IO(1)

U/W NOI

Debt 

Yield(1)

Agellan PortfolioJPMCBVarious, VariousVarious$75,000,0008.0% $3841.9%3.04x15.7%
Moffett Towers Buildings A, B & CGSMCSunnyvale, CAOffice75,000,0008.0%$46638.7%3.63x13.1%
Tropical Distribution CenterGSMCLas Vegas, NVIndustrial75,000,0008.0% $8868.2%2.10x7.7%
BX Industrial Portfolio(3)GACCVarious, VariousVarious70,000,0007.5% $3439.6%3.57x12.8%
MGM Grand & Mandalay BayCREFI/GACCLas Vegas, NVHospitality65,000,0007.0% $167,64535.5%4.95x17.9%
1633 BroadwayGACC/JPMCBNew York, NYOffice62,850,0006.7%$39141.7%3.84x11.9%
711 Fifth AvenueGSMCNew York, NYMixed Use45,000,0004.8% $1,60354.5%2.90x9.4%
280 North BernardoGACCMountain View, CAOffice40,000,0004.3% $63959.2%2.27x9.3%
420 Taylor StreetJPMCB/CREFISan Francisco, CAOffice38,000,0004.1%$75761.3%1.67x9.4%
3000 Post OakJPMCBHouston, TXOffice35,000,0003.7%$18155.6%2.19x12.0%
Total/Weighted Average   $580,850,00062.2% 48.1%3.15x12.3%
(1)The Cut-off Date Balance per NRA/Room Cut-off Date LTV, U/W NCF DSCR after IO and U/W NOI Debt Yield calculations include any related pari passu companion loan(s) and exclude any related subordinate companion loan(s) and/or mezzanine loan(s).

(2)With respect to the Moffett Towers Buildings A, B & C, MGM Grand & Mandalay Bay, 280 North Bernardo and 420 Taylor Street mortgage loans, the Cut-off Date LTV have been calculated based on the appraised values other than “As Is”. For additional information please see the footnotes to Annex A-1 in the Preliminary Prospectus.

(3)The BX Industrial Portfolio mortgage loan is part of a whole loan with an aggregate principal balance as of the Cut-off Date of approximately $649.428 million that is split between (i) a 17-month floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.428 million, and (ii) a 77-month fixed rate loan (the “BX Industrial Portfolio Fixed Rate Loan”) with an aggregate Cut-off Date principal balance of $550.0 million that is comprised of comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $227.6 million. The BX Industrial Portfolio Senior Fixed Rate Loan is senior to the BX Industrial Portfolio Subordinate Fixed Rate Loan and the BX Industrial Portfolio mortgage loan is comprised of a portion of the BX Industrial Portfolio Senior Fixed Rate Loan. The interest rate on the BX Industrial Portfolio Floating Rate Loan is LIBOR (subject to a floor of 0.000%) plus a spread of 1.450%. The BX Industrial Portfolio Fixed Rate Loan and the BX Industrial Portfolio Floating Rate Loan are pari passu, provided that voluntary prepayments are applied first to the BX Industrial Portfolio Floating Rate Loan until paid in full, and then to the BX Industrial Portfolio Fixed Rate Loan. The financial information presented in the table above reflects the BX Industrial Portfolio Senior Fixed Rate Loan and approximately $58.283 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan, and excludes the remaining approximately $41.145 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan and the BX Industrial Portfolio Subordinate Fixed Rate Loan. For purposes of all calculations herein, LIBOR is assumed to be 0.500%.

 

Existing Mezzanine Debt Summary
 
Mortgage LoanMortgage Loan
Cut-off Date
Balance

Pari Passu/
Subordinate
Companion Loan
Cut-off Date
Balance

Mezzanine Debt
Cut-off Date
Balance
Trust
U/W NCF
DSCR
Total Debt
U/W NCF
DSCR(1)
Trust
Cut-off Date
LTV
Total Debt
Cut-off Date
LTV(1)
Trust
U/W NOI Debt Yield
Total Debt
U/W NOI Debt Yield(1)
Agellan Portfolio$75,000,000$328,000,000$31,000,0003.04x1.54x41.9%78.8%15.7%8.3% 
3000 Post Oak$35,000,000$45,000,000$20,000,0002.19X1.46x55.6%69.5%12.0%9.6% 
Kings Plaza$14,108,108$472,891,892$53,000,0003.07x1.73x54.1%60.0%10.7%9.6% 

 

(1)Total Debt U/W NCF DSCR, Total Debt Cut-off Date LTV and Total Debt U/W NOI Debt Yield calculations include any related pari passu companion loan(s), any related subordinate companion loan(s) and/or any related mezzanine loan(s).

 

Subordinate Debt Summary
Mortgage Loan

Mortgage Loan

Cut-off Date Balance

Pari Passu
Companion Loans
Cut-off Date
Balance

Subordinate Debt
Cut-off Date
Balance
Trust
U/W NCF DSCR
Total Debt
U/W NCF DSCR(1)
Trust
Cut-off Date
LTV(2)
Total Debt
Cut-off Date
LTV(1)
Trust
U/W NOI Debt Yield
Total Debt
U/W NOI Debt Yield(1)
Agellan Portfolio$75,000,000$156,000,000$172,000,0003.04x1.54x41.9%78.8%15.7%8.3%
Moffett Towers Buildings A, B & C$75,000,000$368,000,000$327,000,0003.63x2.09x38.7%67.2%13.1%7.5%
BX Industrial Portfolio(3)$70,000,000 $310,682,660 $268,744,9553.57x2.09x39.6%67.6%12.8%7.5%
MGM Grand & Mandalay Bay$65,000,000$1,569,200,000$1,365,800,0004.95x2.70x35.5%65.2%17.9%9.7%
1633 Broadway$62,850,000$938,150,000$249,000,0003.84x3.08x41.7%52.1%11.9%9.5%
Chase Center Tower I(4)$18,213,750 $127,496,250 $178,090,0003.87x1.36x31.3%69.5%13.9%6.2%
Chase Center Tower II(4)$15,536,250 $108,753,750 $151,910,0003.87x1.36x31.3%69.5%13.9%6.2%
Bellagio Hotel and Casino$21,250,000 $1,654,950,000$1,333,800,0008.42x4.06x39.3%70.7%28.3%15.7%
(1)Total Debt U/W NCF DSCR, Total Debt Cut-off Date LTV and Total Debt U/W NOI Debt Yield calculations include any related pari passu companion loan(s), related subordinate companion loan(s) and/or related mezzanine loan(s).

(2)With respect to the Moffett Towers Buildings A, B & C, MGM Grand & Mandalay Bay, Chase Center Towers and Bellagio Hotel and Casino mortgage loans, the Cut-off Date LTV have been calculated based on the appraised values other than “As Is”. For additional information please see the footnotes to Annex A-1 in the Preliminary Prospectus.

(3)The BX Industrial Portfolio mortgage loan is part of a whole loan with an aggregate principal balance as of the Cut-off Date of approximately $649.428 million that is split between (i) a 17-month floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.428 million, and (ii) a 77-month fixed rate loan (the “BX Industrial Portfolio Fixed Rate Loan”) with an aggregate Cut-off Date principal balance of $550.0 million that is comprised of comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $227.6 million. The BX Industrial Portfolio Senior Fixed Rate Loan is senior to the BX Industrial Portfolio Subordinate Fixed Rate Loan and the BX Industrial Portfolio mortgage loan is comprised of a portion of the BX Industrial Portfolio Senior Fixed Rate Loan. The interest rate on the BX Industrial Portfolio Floating Rate Loan is LIBOR (subject to a floor of 0.000%) plus a spread of 1.450%. The BX Industrial Portfolio Fixed Rate Loan and the BX Industrial Portfolio Floating Rate Loan are pari passu, provided that voluntary prepayments are applied first to the BX Industrial Portfolio Floating Rate Loan until paid in full, and then to the BX Industrial Portfolio Fixed Rate Loan. The financial information presented in the table above reflects the BX Industrial Portfolio Senior Fixed Rate Loan and approximately $58.283 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan, and excludes the remaining approximately $41.145 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan and the BX Industrial Portfolio Subordinate Fixed Rate Loan. For purposes of all calculations herein, LIBOR is assumed to be 0.500%.

(4)With respect to the Chase Center Tower mortgage loans, the mortgage loans are cross-collateralized and cross-defaulted. As such the calculations are based on the aggregate Cut-off Date Balances, U/W NOI, U/W NCF and Debt Services of these loans.

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Loan No.Mortgage LoanNote(s)

Original  

Balance ($)

Cut-off Date Balance ($)Holder of Note(1)Lead
Servicer for Whole Loan
(Y/N)
Master
Servicer
Under Lead Securitization
Special Servicer Under Lead Securitization
 1Agellan PortfolioA-1$75,000,000$75,000,000Benchmark 2020-B18No  
  A-2, A-3, A-4, A-5, A-6, A-7$156,000,000$156,000,000JPMCBNo  
  Total Senior Notes$231,000,000$231,000,000    
  Note B$172,000,000$172,000,000Benchmark 2020-B18YesMidlandMidland
  Total$403,000,000$403,000,000    
2Moffett Towers Buildings A, B & CA-1-C-3, A-1-C-7, A-1-C-10$53,100,000$53,100,000GSBINo  
  A-1-S-1, A-2-S-1, A-3-S-1$1,000,000$1,000,000 MOFT 2020-ABCNo  
  A-2-C-2, A-3-C-2, A-3-C-4$69,450,000$69,450,000Benchmark 2020-IG2No  
  A-1-C-4, A-2-C-1$80,000,000$80,000,000Benchmark 2020-IG3No  
  A-1-C-1, A-1-C-8$65,000,000$65,000,000GSMS 2020-GC47No  
  A-1-C-5$20,000,000$20,000,000JPMDB 2020-COR7No  
  A-2-C-3, A-2-C-4, A-3-C-1, A-3-C-3$79,450,000$79,450,000Benchmark 2020-B17No  
  A-1-C-2, A-1-C-6, A-1-C-9$75,000,000$75,000,000Benchmark 2020-B18No  
  Total Senior Notes$443,000,000$443,000,000    
  B-1, B-2, B-3$327,000,000$327,000,000MOFT 2020-ABCYesKeyBankSitus
  Total$770,000,000$770,000,000    
4BX Industrial PortfolioA-1-A-1$80,000,000$80,000,000Benchmark 2020-IG3No  
  A-1-A-2$70,000,000$70,000,000Benchmark 2020-B18No  
  A-1-A-5, A-1-A-8$37,400,000$37,400,000JPMDB 2020-COR7No  
  A-1-A-3, A-1-A-4, A-1-A-6, A-1-A-7$135,000,000$135,000,000DBRINo  
  Total Senior Fixed Rate Notes$322,400,000$322,400,000    
  A-1-B$72,600,000$72,600,000Benchmark 2020-IG3No  
  A-1-C-1, A-1-C-2$110,000,000$110,000,000Unaffiliated Third PartyNo  
  A-1-D$45,000,000$45,000,000Unaffiliated Third PartyYesMidlandSitus
  Total Fixed Rate Notes$550,000,000$550,000,000    
  A-2 (Floating Rate Note)$99,427,615$99,427,615Deutsche Bank, AG London   
  Total$649,427,615$649,427,615    
 5MGM Grand & Mandalay BayA-13-1, A-15-1$65,000,000$65,000,000Benchmark 2020-B18No  
  A-5, A-9$610,078,611$610,078,611CREFINo  
  A-6, A-10$326,705,972$326,705,972Barclays Bank PLCNo  
  A-7, A-11$305,039,305$305,039,305DBRINo  
  A-8, A-12$326,705,972$326,705,972SGFCNo  
  A-1, A-2, A-3, A-4$670,139$670,139BX 2020-VIVANo  
  Total Senior Notes$1,634,200,000$1,634,200,000    
  B-1-A, B-2-A, B-3-A, B-4-A, B-1-B, B-2-B, B-3-B, B-4-B$329,861$329,861BX 2020-VIVANo  
  B-5-A, B-9-A, B-5-B$321,628,056$321,628,056CREFINo  
  B-6-A, B-10-A, B-6-B$160,814,028$160,814,028Barclays Bank PLCNo  
  B-7-A, B-11-A, B-7-B$160,814,028$160,814,028DBRINo  
  B-8-A, B-12-A, B-8-B$160,814,028$160,814,028SGFCNo  
  C-1, C-2, C-3, C-4$561,400,000$561,400,000BX 2020-VIVAYesKeyBankSitus
  Total$3,000,000,000$3,000,000,000    

 

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

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Loan
No.
Mortgage LoanNote(s)Original
Balance ($)
Cut-off Date Balance ($)Holder of Note(1)Lead
Servicer
for Whole Loan
(Y/N)
Master
Servicer
Under Lead Securitization
Special Servicer
Under Lead Securitization
 61633 BroadwayA-1-S-1, A-2-S-1, A-3-S-1, A-4-S-1$1,000,000$1,000,000BWAY 2019-1633No  
  A-1-C-1, A-1-C-5, A-2-C-1-A$110,000,000$110,000,000CGCMT 2020-GC46No  
  A-1-C-2, A-2-C-5$60,000,000$60,000,000GSMS 2020-GC45No  
  A-1-C-3, A-1-C-6$65,000,000$65,000,000GSMS 2020-GC47No  
  A-1-C-4-B, A-2-C-2-B, A-3-C-7$57,500,000$57,500,000JPMDB 2020-COR7No  
  A-1-C-4-A$30,000,000$30,000,000GSBINo  
  A-2-C-1-B, A-3-C-1-B$45,000,000$45,000,000Benchmark 2020-B16No  
  A-2-C-6, A-3-C-1-A$62,850,000$62,850,000Benchmark 2020-B18No  
  A-2-C-3-A, A-2-C-4-B, A-2-C-4-C, A-2-C-4-D$55,000,000$55,000,000DBRINo  
  A-2-C-3-B, A-3-C-2$64,650,000$64,650,000Benchmark 2020-IG1No  
  A-2-C-2-A, A-3-C-3$70,000,000$70,000,000Benchmark 2020-IG2No  
  A-1-C-7, A-2-C-4-A, A-2-C-7, A-3-C-4$80,000,000$80,000,000Benchmark 2020-IG3No  
  A-3-C-5, A-3-C-6$50,000,000$50,000,000Benchmark 2020-B17No  
  A-4-C-1, A-4-C-2$100,000,000$100,000,000BANK 2020-BNK25No  
  A-4-C-6, A-4-C-7$40,000,000$40,000,000BANK 2020-BNK26No  
  A-4-C-3$40,000,000$40,000,000BANK 2020-BNK27No  
  A-4-C-4, A-4-C-5$70,000,000$70,000,000WFCM 2020-C55No  
  Total Senior Notes$1,001,000,000$1,001,000,000    
  B-1, B-2, B-3, B-4$249,000,000$249,000,000BWAY 2019-1633YesKeyBankSitus
  Total$1,250,000,000$1,250,000,000    
7711 Fifth AvenueA-1-1, A-1-10$62,500,000$62,500,000GSMS 2020-GC47YesWells FargoKeyBank
  A-1-2, A-1-3, A-1-4, A-1-5, A-1-11, A-1-12, A-1-14, A-1-15, A-1-16, A-1-17$234,000,000$234,000,000GSBINo  
  A-1-8, A-1-9, A-1-13$45,000,000$45,000,000Benchmark 2020-B18No  
  A-1-6, A-1-7$40,000,000$40,000,000JPMDB 2020-COR7No  
  A-2-1, A-2-3, A-2-4$120,500,000$120,500,000BANANo  
  A-2-2$43,000,000$43,000,000BANK 2020-BNK27No  
  Total$545,000,000$545,000,000    
8280 North BernardoA-1$40,000,000$40,000,000Benchmark 2020-B18YesMidlandMidland
  A-2$31,000,000$31,000,000DBRINo  
  Total$71,000,000$71,000,000    
 9420 Taylor StreetA-1$28,409,091$28,409,091JPMCBNo  
  A-2, A-4$38,000,000$38,000,000Benchmark 2020-B18Yes(2)MidlandMidland
  A-3$21,590,909$21,590,909CREFINo  
  Total$88,000,000$88,000,000    
 103000 Post OakA-1$35,000,000$35,000,000Benchmark 2020-B18YesMidlandMidland
  A-2$15,000,000$15,000,000JPMCBNo  
  A-3$30,000,000$30,000,000Benchmark 2020-B17No  
  Total$80,000,000$80,000,000    
 11Chase Center Tower IA-1-A, A-1-B, A-1-C$54,641,250$54,641,250Benchmark 2020-IG2No  
  A-1-D, A-1-E$36,427,500$36,427,500Benchmark 2020-IG3No  
  A-1-F$18,213,750$18,213,750JPMDB 2020-COR7No  
  A-1-G$18,213,750$18,213,750JPMCBNo  
  A-1-H$18,213,750$18,213,750Benchmark 2020-B18No  
  Total Senior Notes$145,710,000$145,710,000    
  B-1$83,637,000$83,637,000Benchmark 2020-IG2YesMidlandMidland
  C-1$94,453,000$94,453,000Unaffiliated Third PartyNo  
  Total$323,800,000$323,800,000    
 12Chase Center Tower IIA-2-A, A-2-B, A-2-C$46,608,750$46,608,750Benchmark 2020-IG2No  
  A-2-D, A-2-E$31,072,500$31,072,500Benchmark 2020-IG3No  
  A-2-F$15,536,250$15,536,250JPMDB 2020-COR7No  
  A-2-G$15,536,250$15,536,250JPMCBNo  
  A-2-H$15,536,250$15,536,250Benchmark 2020-B18No  
  Total Senior Notes$124,290,000$124,290,000    
  B-2$71,363,000$71,363,000Benchmark 2020-IG2YesMidlandMidland
  C-2$80,547,000$80,547,000Unaffiliated Third PartyNo  
  Total$276,200,000$276,200,000    

 

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

 

10 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Loan
No.
Mortgage LoanNote(s)Original
Balance ($)
Cut-off Date
Balance ($)
Holder of Note(1)Lead Servicer
for Whole Loan
(Y/N)
Master
Servicer
Under Lead Securitization
Special Servicer
Under Lead Securitization
13Brass Professional CenterA-1$32,700,000$32,700,000Benchmark 2020-B18YesMidlandMidland
  A-2$25,000,000$25,000,000GSBINo  
  Total$57,700,000$57,700,000    
 15Apollo Education Group HQ CampusA-1$50,000,000$50,000,000Benchmark 2020-B17YesMidlandMidland
  A-2$26,500,000$26,500,000Benchmark 2020-B18No  
  A-3$15,000,000$15,000,000JPMDB 2020-COR7No  
  Total$91,500,000$91,500,000    
 16Bellagio Hotel & CasinoA-1-C1$100,000,000$100,000,000BANK 2020-BNK25No  
  A-2-C1$60,000,000$60,000,000GSMS 2020-GC45No  
  A-1-S1, A-1-S2, A-2-S1, A-2-S2, A-3-S1, A-3-S2$716,000,000$716,000,000BX 2019-OC11YesKeyBankSitus
  A-2-C2, A-3-C2$60,000,000$60,000,000Benchmark 2020-B16No  
  A-1-RL, A-2-RL, A-3-RL$360,200,000$360,200,000Third party investorNo  
  A-1-C3$65,000,000$65,000,000MSC 2020-L4No  
  A-1-C4, A-1-C6$39,000,000$39,000,000MSNBANo  
  A-2-C4$20,000,000$20,000,000CGCMT 2020-GC46No  
  A-2-C3, A-3-C5$55,000,000$55,000,000Benchmark 2020-IG1No  
  A-3-C1$40,000,000$40,000,000Benchmark 2020-B17No  
  A-3-C6$21,250,000$21,250,000Benchmark 2020-B18No  
  A-1-C5$35,000,000$35,000,000BANK 2020-BNK26No  
  A-1-C2$61,000,000$61,000,000BANK 2020-BNK27No  
  A-3-C3, A-3-C4$43,750,000$43,750,000BBCMS 2020-C6No  
  Total Senior Notes$1,676,200,000$1,676,200,000    
  B-1-S, B-2-S, B-3-S$510,700,000$510,700,000BX 2019-OC11No  
  B-1-RL, B-2-RL, B-3-RL$139,800,000$139,800,000Third party investorNo  
  C-1-S, C-2-S, C-3-S$683,300,000$683,300,000BX 2019-OC11No  
  Total$3,010,000,000$3,010,000,000    
 17Southcenter MallA-1$60,000,000$60,000,000GSMS 2020-GC45YesMidlandMidland
  A-2$50,000,000$50,000,000Benchmark 2020-IG1No  
  A-3, A-5$59,000,000$59,000,000CGCMT 2020-GC46No  
  A-4$29,000,000$29,000,000DBRINo  
  A-6$20,000,000$20,000,000Benchmark 2020-B18No  
  Total$218,000,000$218,000,000    
 22Kings PlazaA-1-1-A$32,000,000$32,000,000Benchmark 2020-B17YesMidlandMidland
  A-1-1-B-2$14,108,108$14,108,108Benchmark 2020-B18No  
  A-1-2$50,000,000$50,000,000Benchmark 2020-B16No  
  A-1-3, A-1-4$55,000,000$55,000,000Benchmark 2020-IG1No  
  A-2-1$60,000,000$60,000,000BBCMS 2020-C6No  
  A-1-1-B-1$20,000,000$20,000,000JPMCBNo  
  A-2-2, A-2-3, A-2-4$97,945,946$97,945,946SGFCNo  
  A-3-1, A-3-4$75,000,000$75,000,000BANK 2020-BNK25No  
  A-3-2, A-3-3$82,945,946$82,945,946WFCM 2020-C55No  
  Total$487,000,000$487,000,000    
(1)The identification of a securitization trust means we have identified another securitization trust that has closed or as to which a preliminary prospectus (or preliminary offering circular) or final prospectus (or final offering circular) has printed that has or is expected to include the identified Mortgage Note(s).

(2)With respect to the 420 Taylor Street whole loan, servicing is expected to shift to a future securitization if greater than $38,000,000 aggregate principal balance of the related pari passu companion loans are included together in such future securitization.

 

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

 

11 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

COVID-19 Update
No.Property NameMortgage Loan SellerInformation as of DateProperty TypeFirst Payment DateJune Debt
Service
Payment
Received
(Yes/No)
July Debt
Service
Payment
Received
(Yes/No)
Forbearance
or Other Debt
Service Relief
Requested
(Yes/No)
Other Loan
Modification
Requested
(Yes/No)
Lease
Modification
or Rent Relief
Requested
(Yes/No)
Occupied SF or Unit Count Making Full May Rent Payment (%)UW Base Rent Paid (%)Occupied SF or Unit Count Making Full June Rent Payment (%)UW Base Rent Paid (%)
1Agellan Portfolio(1)JPMCB7/7/2020Various8/7/2020NAPNAPNoNoNo96.7%96.8%97.0%96.6%
2Moffett Towers Buildings A, B & C(2)GSMC7/1/2020Office3/6/2020YesYesNoNoYes98.8%96.3%98.8%96.3%
3Tropical Distribution CenterGSMC7/1/2020Industrial8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
4BX Industrial Portfolio(3)GACC7/13/2020Various6/9/2020YesYesNoNoNo98.1%97.2%98.7%99.2%
5MGM Grand & Mandalay BayCREFI/GACC7/10/2020Hospitality4/5/2020YesYesNoNoNo100.0%100.0%100.0%100.0%
61633 Broadway(4)GACC/JPMCB7/8/2020Office1/6/2020YesYesNoNoYes86.5%89.9%85.2%89.4%
7711 Fifth Avenue(5)(6)GSMC7/8/2020Mixed Use4/6/2020YesYesNoNoYes100.0%72.4%100.0%76.8%
8280 North Bernardo(7)GACC7/13/2020Office8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
9420 Taylor Street(8)JPMCB/CREFI7/6/2020Office8/6/2020NAPNAPNoNoNoNAPNAPNAPNAP
103000 Post OakJPMCB7/10/2020Office4/1/2020YesYesNoNoNo100.0%100.0%100.0%100.0%
11Chase Center Tower IJPMCB7/10/2020Office5/10/2020YesYesNoNoNo100.0%100.0%100.0%100.0%
12Chase Center Tower IIJPMCB7/5/2020Office5/10/2020YesYesNoNoNo100.0%100.0%100.0%100.0%
13Brass Professional Center(9)GSMC7/10/2020Office8/6/2020NAPNAPNoNoYes82.7%89.7%84.3%87.1%
14Flushing Commons(10)CREFI7/10/2020Retail4/6/2020YesYesNoNoYes100.0%100.0%100.0%100.0%
15Apollo Education Group HQ CampusJPMCB7/5/2020Office3/5/2020YesYesNoNoNo100.0%100.0%100.0%100.0%
16Bellagio Hotel and CasinoJPMCB7/5/2020Hospitality1/5/2020YesYesNoNoNo100.0%100.0%100.0%100.0%
17Southcenter Mall(11)(12)GACC7/10/2020Retail2/1/2020YesYesYesYesYes28.4%29.0%27.3%31.0%
18CityLine Augusta Portfolio(13)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo(13)(13)(13)(13)
19364 Lincoln(14)JPMCB7/1/2020Multifamily8/1/2020NAPNAPNoNoNoNAV94.2%NAV94.4%
20Jasmine CoveJPMCB7/1/2020Multifamily8/1/2020NAPNAPNoNoNo100.0%100.0%NAV99.5%
21Battery Park Lofts(15)GACC7/9/2020Multifamily8/6/2020NAPNAPNoNoNo98.6%98.0%94.3%94.6%
22Kings Plaza(16)(17)JPMCB7/1/2020Retail2/1/2020YesYesNoNoNoNAV18.0%NAV29.1%
2384 14th StreetCREFI7/10/2020Office8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
24Edge 32 Apartments(18)GACC7/9/2020Multifamily8/6/2020NAPNAPNoNoNo98.1%97.4%92.3%93.6%
25Cambridge Club ApartmentsCREFI7/10/2020Multifamily8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
261725 N Commerce ParkwayCREFI7/10/2020Office8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
27CityLine Hattiesburg(19)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo(19)(19)(19)(19)
28OrthoSouthCREFI7/10/2020Office8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
29Strathmore Apartments(20)GACC7/15/2020Multifamily8/6/2020NAPNAPNoNoNo98.6%98.6%97.3%97.2%
30630 W Lake(21)CREFI7/10/2020Mixed Use5/6/2020YesYesNoNoNo(21)(21)(21)(21)
312 Laurel DriveCREFI7/10/2020Industrial8/6/2020NAPNAPNoNoYes85.2%85.0%73.5%74.0%
32CityLine Flagstaff(22)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
33968-970 Gates AveCREFI7/10/2020Multifamily8/6/2020NAPNAPNoNoNo100.0%100.0%100.0%100.0%
34CityLine Wisconsin(23)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo(23)(23)(23)(23)
35StorQuest Self Storage - Modesto(24)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo(24)(24)(24)(24)
36StorQuest Self Storage - Ceres(25)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo(25)(25)(25)(25)
37Castle Rock Self Storage(26)CREFI7/10/2020Self Storage8/6/2020NAPNAPNoNoNo(26)(26)(26)(26)
(1)Agellan Portfolio - As of June 2020, none of the tenants have been granted a rent deferral and 25 tenants (totaling 5.4% of NRA) are in discussions with the borrowers for rent relief. The Top 10 tenants have paid July rent in full. Collection reports will be available at the end of the month.

(2)Moffett Towers Buildings A, B & C - The percentage of Total SF or Unit Count Making Full June Rent Payment and percentage of UW Base Rent Paid are based on the percentage of underwritten tenant leases with rent due in June. Based on the underwritten rent roll, there are a total of 6 tenant leases at the Moffett Towers Buildings A, B & C Mortgaged Property and 4 of those tenant leases owed rent for June. Of those 4 tenant leases, 1 tenant lease, representing approximately 4% of the expected June rent collection, did not pay. Two tenants, Google and Comcast, have executed leases: however, rent was not due under those leases for June. Google is currently in build out of additional leased premises and Comcast is scheduled to relocate at the Moffett Towers Buildings A, B & C Mortgaged Property. Google has executed leases for Buildings B and C, representing approximately 56% of UW Base Rent. Google is expected to take possession of Building B in January 2021. Google has taken possession of its premises in Building C in 2 phases: 96,282 SF was taken possession of in March 2020 and 84,914 SF was taken possession of in July 2020. Google is expected to begin paying rent for Building B and Building C in June 2021 and September 2020, respectively. Comcast has executed a lease extension and relocation for Building C and is expected to take possession of the relocation space in November 2020 and begin paying rent on both the existing space and relocation space in March 2021, representing approximately 13% of UW Base Rent.

(3)BX Industrial Portfolio– As of the June collections period, 3 tenants, representing approximately 1.3% of occupied net rentable area and 0.8% of the underwritten base rent, either did not pay rent or paid a portion of their scheduled rent amount.

(4)1633 Broadway - One tenant, representing approximately 8% of UW Base Rent, paid reduced May rent and has signed an amendment for reduced rent through year end 2020. The difference between the underwritten contractual rent per the original lease and the reduced rent pursuant to signed amendment, is required to be repaid over a 36-month period beginning January 1, 2021 at an imputed interest rate of 3.75% (from April 1, 2020) on the amount of rent deferred. One tenant, representing approximately 4.7% of the UW Base Rent, has agreed to a three month rent deferral for the months of April, May and June 2020.

(5)711 Fifth Avenue - One retail tenant, representing approximately 4.2% of the SF and 37.3% of UW Base Rent, agreed with the borrower sponsor to pay 50% abated rent for April, May and June 2020 with 50% recaptured by year end 2020 and the remaining 50% recaptured by the end of the first quarter 2021. The borrower sponsor is in the process of finalizing an agreement for rent relief with respect to the Polo Bar space (7,436 SF of the total Ralph Lauren 38,638 SF and 1.4% of the total Ralph Lauren underwritten base rent) which is temporarily closed. The agreement includes a $250,000 rent abatement and $250,000 rent deferral for May 2020 and a $250,000 rent deferral for June 2020 (totaling $750,000).

(6)711 Fifth Avenue - Includes one tenant, representing 4.2% of the SF and 37.3% of UW Base Rent of the 711 Fifth Avenue property who paid their rent in accordance with an agreement to pay 50% abated rent for the month of May and one tenant, representing 11.4% of the SF and 41.1% of the UW Base Rent of the 711 Fifth Avenue property who is in the process of executing an agreement with the borrower sponsor.

 

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

 

12 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

(7)280 North Bernardo – One tenant, representing 100% of the UW Base Rent received a 3-month forbearance period from the landlord. The forborne rent will be amortized over the remainder of the lease term. The tenant did not request any form of rent relief, and the forbearance was offered by the landlord given the tenant could not complete their buildout by the original scheduled completion date as a result of COVID-19 pandemic stay-at-home orders.

(8)420 Taylor Street - NextDoor began paying rent on the upper level on July 11th and the lower level LCD is 120 days following the delivery date (1/1/2021). A two month free rent period will begin on the January 1, 2021 rent commencement date.

(9)Brass Professional Center - 16 tenants representing approximately 14.1% of the UW Base Rent have requested rent relief.

(10)Flushing Commons - One tenant, representing approximately 41.5% of net rentable area and 25.2% of UW base rent, entered into a rent deferral arrangement with the borrowers for March through June. The tenant agreed to pay 100% of their base rent for March through June in exchange for 50% concessions on common charges for those months, which accounts for approximately 85% of their gross rent. All of the tenants by count, square footage and underwritten base rent have paid rent for July.

(11)Southcenter Mall - On April 7, 2020, the borrower requested (i) a debt service forbearance of at least four months until the related mortgaged property is no longer affected by the COVID 19 pandemic, (ii) lender acknowledgement of the property manager’s right to negotiate amendments with tenants and scale the operations at the related mortgaged property, (iii) the waiver of any events of default under the loan documents attributable to the scale of operations at the related mortgaged property due to COVID-19, and (iv) the waiver of all material covenants in the loan documents with respect to performance of the related mortgaged property, including covenants arising from debt service coverage ratio and debt yield trigger events. A trigger event would, among other things, trigger a cash sweep and require the borrower to fund reserves for taxes, insurance, parking rent, replacements, and tenant improvements and leasing commissions. On May 22, 2020, the lender agreed to waive such debt service coverage ratio and debt yield trigger events for a six month period through November 22, 2020, and the property-related financial and leasing tests will resume at the end of the final calendar quarter of 2020 for the period ending December 31, 2020. The lender rejected the remainder of the borrower’s requests.

(12)Southcenter Mall – 84 tenants, representing approximately 13.6% of net rentable area and 35.8% of UW base rent have requested rent relief. 125] tenants, representing approximately 36.4% of net rentable area and 52.2% of UW Base Rent have not paid rent for April through June. 40 tenants, representing approximately 53.3% of net rentable area and 55.4% of UW base rent have not made their June rent payment. 125 tenants, representing approximately 27.2% of net rentable area and 25.0% of UW base rent have paid partial rent for April through June, with the other noted requests rejected by the lender.

(13)CityLine Augusta Portfolio - Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the month of May, rent collections on a portfolio basis were 6.2% below UW Base Rent. For the month of June, rent collections on a portfolio basis were 1.2% greater than UW Base Rent.

(14)364 Lincoln - Total SF or Unit Count Making Full Rent Payment for May and June was not reported for the 364 Lincoln Loan.

(15)Battery Park Lofts – The calculations are based on the number of units for which rent was fully paid divided by the total number of occupied units. As of the June collections period, four tenants representing 5.4% of the underwritten base rent have not paid for June.

(16)Kings Plaza - The Borrower has not granted any rent relief or abatements to tenants as they are waiting for the property to open up to assess each individual tenants need on an on a real time basis in response to the pandemic and recent protests effect on the property. On July 8th NYC Governor Cuomo announced that malls may reopen Friday July 10th across NY State if the region is either in stage four or the final stage of its recovery schedule. Kings Plaza falls within the NYC region which is currently in stage three of its recovery schedule and has not yet opened.

(17)Kings Plaza - Although May and June collections were reported, an accurate estimate of the percentage of Total SF or Unit Count Making Full Rent Payment for May and June is not available for the Kings Plaza loan based on rent collection reports received from the borrower sponsor.

(18)Edge 32 Apartments – The calculations are based on the number of units for which rent was fully paid divided by the total number of occupied units. As of the June collections period, four tenants representing 6.4% of the underwritten base rent have not paid for June.

(19)CityLine Hattiesburg - Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the month of May, rent collections were reported to be 3.1% greater than UW Base Rent. For the month of June, rent collections were reported to be approximately 3.0% below UW Base Rent.

(20)Strathmore Apartments – The calculations are based on the number of units for which rent was fully paid divided by the total number of occupied units. As of the June collections period, two tenants representing 2.8% of the underwritten base rent have not paid for June.

(21)630 W Lake - Three of the retail tenants, representing approximately 34.3% of net rentable area and 29.6% of underwritten base rent have requested rent relief. One tenant, representing approximately 14.8% of net rentable area and 11.4% of UW Base Rent has not paid rent for April through June. One tenant, representing approximately 11.7% of net rentable area and 11.0% of UW base rent has not made their June rent payment. One tenant, representing approximately 7.8% of net rentable area and 7.3% of base rent has paid 50% of all rent for April through June. The borrower is in discussions with all tenants and is confident they will reach a resolution.

(22)CityLine Flagstaff – Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the month of May, rent collections were reported to be 1.9% below UW Base Rent. For the month of June, rent collections were reported to be 1.9% greater than UW Base Rent.

(23)CityLine Wisconsin – Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the months of May and June, collections were 2.1% and 1.2% below UW Base Rent, respectively.

(24)StorQuest Self Storage – Modesto - Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the months of May and June, rent collections were reported to be 4.7% and 4.0% below UW Base Rent, respectively.

(25)StorQuest Self Storage – Ceres - Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the months of May and June, rent collections were reported to be 2.7% and 7.6% below UW Base Rent, respectively.

(26)Castle Rock Self Storage - Given the timing of collection and reporting, an accurate estimate of the percentage of tenants who have not paid is not available. For the months of May and June, rent collections were reported to be 0.2% and 0.1% below UW Base Rent, respectively.

 

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

 

13 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Distribution of Cut-off Date Balances(1)(2)(3)
Range of Cut-off Date BalancesNumber of
Mortgage Loans
Aggregate
Cut-off Date Balance

% of Initial
Outstanding

Pool
Balance

Weighted Averages 

Mortgage RateStated
Remaining Term
(Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

$4,000,000-$7,499,9999$52,975,0005.7%4.0452%1202.21x59.0%55.7%
$7,500,000-$14,999,9998$85,738,1089.2%4.0184%1191.99x62.0%57.0%
$15,000,000-$24,999,9997$127,700,00013.7%3.6395%1014.16x45.1%44.4%
$25,000,000-$49,999,9997$245,200,00026.2%3.9069%1032.38x58.7%56.2%
$50,000,000-$75,000,0006$422,850,00045.3%3.6562%1003.48x44.6%44.6%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%
         
Distribution of Mortgage Rates(1)(2)(3)
Range of Mortgage RatesNumber of
Mortgage Loans
Aggregate
Cut-off Date Balance

% of Initial
Outstanding

Pool
Balance

Weighted Averages

Mortgage RateStated
Remaining Term
(Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

2.8800%-3.9999%22$665,728,10871.2%3.4791%1073.47x47.8%47.4%
4.0000%-4.2499%  7$75,230,0008.1%4.1555%1201.63x63.9%58.0%
4.2500%-4.7499%  6$125,805,00013.5%4.5225%  852.52x51.4%50.1%
4.7500%-4.9875%  2$67,700,0007.2%4.8728%  871.76x64.0%58.3%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

Property Type Distribution(1)(2)(3)(7)
Property Type

Number of

Mortgaged

Properties

Aggregate
Cut-off Date Balance
% of Initial
Outstanding
Pool
Balance
Number of NRA/Units/Rooms

Weighted Averages

Cut-off Date
Balance per # of

NRA/Units/Rooms

Mortgage
Rate
Stated
Remaining Term (Mos.)
OccupancyU/W NCF
DSCR(4)
Cut-off Date LTV(5)

Maturity Date

or ARD LTV(5)

Office20$389,338,73141.7%6,953,542$3993.8050%10097.7%2.93x49.3%47.6%
Suburban9$193,425,57920.7%2,835,032$3623.8482%10696.9%2.96x51.0%49.0%
CBD9$188,313,15120.2%4,088,604$4423.7468%9298.3%2.94x47.6%46.4%
Medical2$7,600,0000.8%29,906$2564.1500%121100.0%1.81x47.6%40.3%
Industrial106$208,898,79322.4%17,213,098$593.8865%8993.8%2.83x51.3%50.9%
Warehouse/Distribution60$158,053,29416.9%12,328,260$613.8006%9697.1%2.69x54.6%54.1%
Flex35$38,376,4294.1%3,398,762$504.3399%6591.9%3.18x41.3%41.3%
Warehouse/Storage3$5,995,1660.6%723,662$543.5500%7521.0%3.57x39.6%39.6%
Manufacturing4$3,413,1990.4%428,799$443.5500%7594.6%3.57x39.6%39.6%
Warehouse3$2,700,2600.3%295,111$463.6942%7389.8%3.50x39.9%39.9%
R&D/Flex1$360,4460.0%38,504$513.5500%75100.0%3.57x39.6%39.6%
Hospitality3$86,250,0009.2%13,681$231,8713.4624%11591.5%5.80x36.4%36.4%
Full Service3$86,250,0009.2%13,681$231,8713.4624%11591.5%5.80x36.4%36.4%
Multifamily7$81,000,0008.7%583$191,2254.1084%12092.2%1.64x66.0%61.2%
Mid Rise4$48,700,0005.2%213$259,9024.1533%12090.0%1.53x67.2%61.1%
Garden3$32,300,0003.5%370$87,6774.0408%12095.5%1.81x64.2%61.4%
Retail3$62,108,1086.6%1,624,865$6463.2457%11586.5%3.90x46.3%46.3%
Super Regional Mall2$34,108,1083.7%1,594,865$4113.0780%11489.3%5.10x35.4%35.4%
Unanchored1$28,000,0003.0%30,000$9333.4500%11683.0%2.45x59.6%59.6%
Self Storage8$53,805,0005.8%775,173$714.2662%12185.8%2.11x60.5%57.4%
Mixed Use2$51,720,0005.5%360,296$1,4383.2276%11679.6%2.81x55.8%55.8%
Office/Retail1$45,000,0004.8%340,024$1,6033.1600%11676.5%2.90x54.5%54.5%
Multifamily/Retail1$6,720,0000.7%20,272$3313.6800%117100.0%2.22x64.6%64.6%
Other – Leased Fee5$1,342,4760.1%NAPNAP3.5500%75NAP3.57x39.6%39.6%
Total/Weighted Average154$934,463,108100.0%  3.7750%10493.2%3.07x50.8%49.4%

 

Geographic Distribution(1)(2)(3)
State/Location

Number of
Mortgaged

Properties

Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage RateStated
Remaining Term (Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

California10$196,018,49521.0%3.6573%1073.00x46.2%45.0%
Northern10$196,018,49521.0%3.6573%1073.00x46.2%45.0%
New York  8$194,058,10820.8%3.3808%1162.92x53.1%53.1%
New York City  7$186,758,10820.0%3.3648%1162.94x52.8%52.8%
New York State  1$7,300,0000.8%3.7900%1202.41x60.6%60.6%
Nevada  4$161,250,00017.3%3.5232%1174.08x51.2%51.2%
Texas27$106,886,64311.4%4.7413%782.25x55.8%52.2%
Other105$276,249,86229.6%3.9085%942.97x50.3%47.8%
Total/Weighted Average154$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

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

 

14 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

  

Distribution of Cut-off Date LTVs(1)(2)(3)
Range of Cut-off Date LTVsNumber of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage Rate

Stated
Remaining 

Term
(Mos.)

U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

22.2%-54.9%16$529,058,10856.6%3.5554%  953.96x40.6%40.5%
55.0%-59.9% 4$112,250,00012.0%4.1348%  992.33x58.1%58.1%
60.0%-64.9% 8$103,375,00011.1%4.0119%1201.84x62.2%58.8%
65.0%-69.9% 6$134,600,00014.4%3.8506%1201.87x67.4%65.4%
70.0%-72.9% 3$55,180,0005.9%4.5204%1211.36x71.7%60.2%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

Distribution of Maturity Date or ARD LTVs(1)(2)(3)
Range of Maturity Date or ARD LTVsNumber of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage Rate 

Stated
Remaining

 Term
(Mos.)

U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

22.2%-49.9%14$469,950,00050.3%3.5991%  934.09x38.9%38.8%
50.0%-54.9%  3$65,738,1087.0%3.2914%1162.82x55.4%54.0%
55.0%-59.9%10$202,275,00021.6%4.0703%1091.97x61.0%57.5%
60.0%-68.2%10$196,500,00021.0%4.0533%1201.87x67.2%64.9%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

Distribution of Underwritten NCF Debt Service Coverages(1)(2)(3)
Range of Underwritten NCF Debt Service CoveragesNumber of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage RateStated
Remaining Term
(Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

1.31x-1.44x  4$63,500,0006.8%4.4897%1211.34x70.9%59.3%
1.45x-1.49x  2$21,225,0002.3%4.0956%1201.48x64.6%58.8%
1.50x-1.74x  3$64,280,0006.9%3.9329%1211.66x63.9%59.3%
1.75x-2.49x12$254,750,00027.3%3.9974%1112.13x62.1%61.5%
2.50x-3.49x  6$151,358,10816.2%3.9841%  892.99x48.1%48.1%
3.50x-8.42x10$379,350,00040.6%3.3779%  984.36x37.9%37.9%
Total/Weighted Average37$934,463,108100.0%3.7750%104 3.07x50.8% 49.4%

 

Original Terms to Maturity or ARD(1)(2)(3)(6)
Original Terms
to Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage RateStated
Remaining Term
(Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date  

or ARD LTV(5)

59-592$33,750,0003.6%3.5220%  563.87x31.3%31.3%
60-613$136,500,00014.6%4.4722%  593.04x46.4%46.4%
77-771$70,000,0007.5%3.5500%  753.57x39.6%39.6%
120-12131$694,213,10874.3%3.6729%1182.99x53.7%51.8%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

Distribution of Remaining Terms to Maturity or ARD(1)(2)(3)(6)
Range of Remaining Terms
to Maturity or ARD
Number of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage RateStated
Remaining Term
(Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

55-56 4$95,250,00010.2%4.0127%  563.33x44.7%44.7%
61-61 1$75,000,0008.0%4.6282%  613.04x41.9%41.9%
75-75 1$70,000,0007.5%3.5500%  753.57x39.6%39.6%
113-12131$694,213,10874.3%3.6729%1182.99x53.7%51.8%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

Distribution of Underwritten NOI Debt Yields(1)(2)(3)(4)
Range of Underwritten NOI Debt YieldsNumber of  
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage RateStated
Remaining Term
(Mos.)
U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date  

or ARD LTV(5)

7.1%-8.9%12$222,020,00023.8%3.8920%1191.93x65.6%63.6%
9.0%-9.9%  7$177,505,00019.0%3.8781%1192.07x61.7%57.6%
10.0%-12.4%  7$139,438,10814.9%3.7195%1003.05x49.1%48.0%
12.5%-14.9%  7$214,250,00022.9%3.5152%  853.70x39.1%39.1%
15.0%-28.3%  4$181,250,00019.4%3.8806%  934.74x37.1%37.1%
Total/Weighted Average37$934,463,108100.0%3.7750%1043.07x50.8%49.4%

 

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

 

15 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

OVERVIEW OF MORTGAGE POOL CHARACTERISTICS

 

Amortization Types(1)(2)(3)
Amortization TypeNumber of
Mortgage Loans
Aggregate Cut-off
Date Balance
% of Initial
Outstanding
Pool Balance

Weighted Averages

Mortgage Rate

Stated
Remaining 

Term
(Mos.)

U/W NCF
DSCR(4)
Cut-off Date
LTV(5)

Maturity Date

or ARD LTV(5)

Interest Only25$649,228,10869.5%3.7250% 973.35x46.9%46.9%
Interest Only, ARD 2$140,000,00015.0%3.5768%1183.42x53.0%53.0%
Interest Only, then Amortizing 8$100,605,00010.8%4.3653%1201.43x67.7%57.9%
Amortizing, then Interest Only 1$38,000,0004.1%3.7500%1211.67x61.3%55.4%
Amortizing Balloon 1$6,630,0000.7%4.0400%1201.76x63.8%50.7%
Total/Weighted Average37$934,463,108100.0%3.7750%104  3.07x50.8%49.4%

 

Footnotes:

(1)The U/W NCF DSCR, Cut-off Date LTV Ratio, Maturity Date or ARD LTV, Underwritten NOI Debt Yield and Cut-off Date Balance per # of NRA/Units/Rooms calculations include any related pari passu companion loan(s) and exclude any related subordinate companion loan(s) and/or mezzanine loan(s).
(2)The BX Industrial Portfolio mortgage loan is part of a whole loan with an aggregate principal balance as of the Cut-off Date of approximately $649.428 million that is split between (i) a 17-month floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.428 million, and (ii) a 77-month fixed rate loan (the “BX Industrial Portfolio Fixed Rate Loan”) with an aggregate Cut-off Date principal balance of $550.0 million that is comprised of comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $227.6 million. The BX Industrial Portfolio Senior Fixed Rate Loan is senior to the BX Industrial Portfolio Subordinate Fixed Rate Loan and the BX Industrial Portfolio mortgage loan is comprised of a portion of the BX Industrial Portfolio Senior Fixed Rate Loan. The interest rate on the BX Industrial Portfolio Floating Rate Loan is LIBOR (subject to a floor of 0.000%) plus a spread of 1.450%. The BX Industrial Portfolio Fixed Rate Loan and the BX Industrial Portfolio Floating Rate Loan are pari passu, provided that voluntary prepayments are applied first to the BX Industrial Portfolio Floating Rate Loan until paid in full, and then to the BX Industrial Portfolio Fixed Rate Loan. The financial information presented in the tables above reflects the BX Industrial Portfolio Senior Fixed Rate Loan and approximately $58.283 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan, and excludes the remaining approximately $41.145 million of the Cut-off Date principal balance of the BX Industrial Portfolio Floating Rate Loan and the BX Industrial Portfolio Subordinate Fixed Rate Loan. For purposes of all calculations herein, LIBOR is assumed to be 0.500%.
(3)With respect to Chase Center Tower I mortgage loan and Chase Center Tower II mortgage loan (collectively, the “Chase Center Tower mortgage loans”), the mortgage loans are cross-collateralized and cross-defaulted. As such the calculations are based on the aggregate Cut-off Date Balance, Maturity or ARD Balance, U/W NOI, U/W NCF and Debt Services of these loans.
(4)With respect to the 968-970 Gates Ave mortgage loan (0.7%) the U/W NCF DSCR and U/W NOI Debt Yield is calculated based on the Cut-off Date Balance net a holdback reserve.
(5)With respect to 7 mortgage loans (29.2%) (including Moffett Towers Buildings A, B & C, MGM Grand & Mandalay Bay, 280 North Bernardo, 420 Taylor Street, Chase Center Towers and Bellagio Hotel and Casino), the Cut-off Date LTV and Maturity Date or ARD LTV have been calculated using a value other than the “As Is” appraised values. For additional information please see the footnotes to Annex A-1 in the Preliminary Prospectus.
(6)With respect to 6 mortgage loans (19.4%), under the terms of the related mortgage loan documents, the first payment date is in September 2020. However, due to the fact that the related mortgage loan seller will contribute an Initial Interest Deposit Amount to the Issuing Entity on the Closing Date to cover an amount that represents one-month’s interest that would have accrued with respect to the mortgage loan at the related Net Mortgage Rate with respect to an August 2020 payment date, such Mortgage Loan is being treated as having a First Due Date in August 2020, and the Original Term to Maturity Date or ARD, Remaining Term to Maturity Date or ARD and Loan Seasoning are shown in the Annex A-1 to reflect this.
(7)Reflects allocated loan amount for properties securing multi-property Mortgage Loans.

 

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

 

16 

 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

STRUCTURE OVERVIEW

 

Allocation between VRR Interest and the Non-VRR Certificates:The aggregate amount available for distribution to holders of the Pooled Certificates and the VRR Interest on each Distribution Date will be: (i) the gross amount of interest, principal, yield maintenance charges and prepayment premiums collected with respect to the Mortgage Loans in the applicable one-month collection period (other than any excess interest accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date), net of specified expenses of the issuing entity, including fees payable therefrom to, and losses, liabilities, costs and expenses reimbursable or indemnifiable therefrom to, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and CREFC®; and (ii) allocated to amounts available for distribution to the owners of the VRR Interest, on the one hand, and amounts available for distribution to the holders of the remaining Pooled Certificates (the “Non-VRR Certificates”), on the other hand. On each Distribution Date, the portion of such pooled aggregate available funds allocable to: (a) the VRR Interest will be the product of such pooled aggregate available funds multiplied by a fraction, expressed as a percentage, the numerator of which is the initial VRR Interest Balance, and the denominator of which is the sum of the aggregate initial Certificate Balances of the Pooled Principal Balance Certificates and the initial VRR Interest Balance of the VRR Interest (the “VRR Percentage”); and (b) the Non-VRR Certificates will at all times be the product of such pooled aggregate available funds multiplied by the difference between 100% and the VRR Percentage (such difference, the “Non-VRR Percentage”). See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus.
Principal Payments:

Payments in respect of the Non-VRR Percentage of principal on the Non-VRR Certificates will be distributed, first, to the Class A-SB certificates, until the Certificate Balance of such class is reduced to the planned principal balance for the related Distribution Date set forth on Annex G to the Preliminary Prospectus, then, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR 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, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR certificates have been reduced to zero as a result of loss allocation, payments in respect of principal of the certificates will be distributed, first, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, on a pro rata basis, based on the Certificate Balance of each such class, 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, Class G-RR and Class H-RR 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).

 

Each class of Class X 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 the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates; (ii) the notional amount of the Class X-B certificates will be reduced by the amount of principal distributions and realized losses allocated to the Class B certificates; (iii) the notional amount of the Class X-D certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to the Class D and Class E certificates; and (iv) the notional amount of the Class X-F certificates will be reduced by the principal distributions and realized losses allocated to the Class F certificates.

 

The holders of the Loan-Specific Certificates and the AGN-VRR Interest will only be entitled to distributions from amounts paid or advanced on and allocated to the Trust Subordinate Companion Loan in accordance with the PSA and co-lender agreement relating to the Agellan Portfolio Whole Loan and no class of Pooled Certificates will be entitled to distributions paid or advanced on and allocable to the Trust Subordinate Companion Loan.

 


Interest Payments:
On each Distribution Date, interest accrued for each class of Non-VRR Certificates at the applicable pass-through rate will be distributed in the following order of priority, to the extent of the Non-VRR Percentage of the pooled aggregate available funds (exclusive of any portion thereof that represents the Non-VRR Percentage of any yield maintenance charges and prepayment premiums): first, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D and Class X-F 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, Class G-RR and Class H-RR certificates, in that order, in each case until the interest payable to each such class is paid in full.

 

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

 

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The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR certificates for each Distribution Date will equal one of: (i) a fixed per annum rate, (ii) the WAC Rate, (iii) a rate equal to the lesser of a specified pass-through rate and the WAC Rate or (iv) the WAC Rate less a specified rate.

 

As further described in the Preliminary Prospectus, the pass-through rates applicable to the Class X Certificates for each Distribution Date will generally be equal to the excess of (i) the WAC Rate over (ii) (A) with respect to the Class X-A certificates, the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M certificates (weighted based on their respective Certificate Balances outstanding immediately prior to that Distribution Date), (B) with respect to the Class X-B certificates, the pass-through rate of the Class B certificates, (C) with respect to the Class X-D certificates, the weighted average of the pass-through rates of the Class D and Class E certificates (weighted based on their respective Certificate Balances outstanding immediately prior to that Distribution Date) and (D) with respect to the Class X-F certificates, the pass-through rate of the Class F certificates.

 

No class of Pooled Certificates will be entitled to distributions paid or advanced on and allocable to the Trust Subordinate Companion Loan. The holders of the Loan-Specific Certificates and the AGN-VRR Interest will only be entitled to distributions from amounts paid or advanced on and allocated to the Trust Subordinate Companion Loan in accordance with the PSA and co-lender agreement relating to the Agellan Portfolio Whole Loan.

 

Prepayment Interest Shortfalls:Prepayment interest shortfalls will be allocated pro rata based on interest entitlements, in reduction of the interest otherwise payable with respect to each of the interest-bearing classes of certificates.
  
Loss Allocation:

The Non-VRR Percentage of losses on the Mortgage Loans will be allocated to each class of Non-VRR Certificates entitled to principal in reverse alphabetical order starting with Class H-RR certificates through and including Class A-M certificates and then to Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates on a pro rata basis based on the Certificate Balance of each such class. The notional amount of any class of Class X Certificates will be reduced by the aggregate amount of realized losses allocated to the class(es) of certificates that are component(s) of the notional amount of such class of Class X Certificates.

 

Losses realized on the Trust Subordinate Companion Loan generally will be allocated to the Loan-Specific Principal Balance Certificates and the AGN-VRR Interest. The notional amount of Class AGN-X certificates will be reduced by the aggregate amount of realized losses allocated to the Class AGN-D, Class AGN-E and Class AGN-F certificates.

 

Prepayment Premiums:

 

A percentage of the Non-VRR Percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amounts) collected on the Mortgage Loans will be allocated to each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D and Class E certificates (the “YM P&I Certificates”) then entitled to principal distributions, which percentage will be equal to the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such class on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR certificates on such Distribution Date, and the Base Interest Fraction.

 

The “Base Interest Fraction” for any principal prepayment on any Mortgage Loan and for:

 

(A) any of the Class A-1 through Class E certificates with a Pass-Through Rate equal to either the WAC Rate or the WAC Rate less a specified rate, will be a fraction (not greater than one)(a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such class of certificates exceeds (ii) the yield rate (as provided by the master servicer) used in calculating the prepayment premium or yield maintenance charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the Net Mortgage Rate on such Mortgage Loan during the related interest accrual period exceeds (ii) the yield rate (as provided by the master servicer) used in calculating the prepayment premium or yield maintenance charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the Net Mortgage Rate on such Mortgage Loan during the related interest accrual period, then the respective Base Interest Fraction will be zero; provided, further, that if such yield rate is greater 

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

 

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 than or equal to the Net Mortgage Rate on such Mortgage Loan during the related interest accrual period, but less than the Pass-Through Rate described in clause (a)(i) above, then the respective Base Interest Fraction will be one; and
  
         (B) any of the Class A-1 through Class E certificates with a Pass-Through Rate equal to a fixed per annum rate, will be a fraction (not greater than one)(a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such class of certificates exceeds (ii) the yield rate (as provided by the master servicer) used in calculating the prepayment premium or yield maintenance charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date, and net of the Administrative Cost Rate) during the related interest accrual period multiplied by 365/360 exceeds (ii) the yield rate (as provided by the master servicer) used in calculating the prepayment premium or yield maintenance charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the amount set forth in clause (b)(i) above, then the respective Base Interest Fraction will be zero; provided, further, that if such yield rate is greater than or equal to the amount set forth in clause (b)(i) above, but less than the Pass-Through Rate described in clause (a)(i) above, then the respective Base Interest Fraction will be one.
 

The remaining percentage of the Non-VRR Percentage of prepayment premiums will be allocated to the Class X-A, Class X-B and Class X-D certificates in the manner described in the Preliminary 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-A, Class X-B and Class X-D certificates as Discount Rates decrease and a decrease in the percentage allocated to such classes as Discount Rates rise.

 

Whole Loans:

The mortgaged properties identified on Annex A-1 to the Preliminary Prospectus as Agellan Portfolio, Moffett Towers Buildings A, B & C, BX Industrial Portfolio, MGM Grand & Mandalay Bay, 1633 Broadway, 711 Fifth Avenue, 280 North Bernardo, 420 Taylor Street, 3000 Post Oak, Chase Center Tower I, Chase Center Tower II, Brass Professional Center, Apollo Education Group HQ Campus, Bellagio Hotel and Casino, Southcenter Mall and Kings Plaza each secure both a mortgage loan to be included in the trust fund and one or more other companion loans that will not be included in the trust fund, each of which will be pari passu or subordinate in right of payment with the mortgage loan included in the trust fund. We refer to each such group of related loans as a “whole loan”.

 

As of the Closing Date, the pari passu companion loans and the subordinate companion loans are expected to be held by the party identified in “—Companion Loan Summary” above and the table titled “Whole Loan Control Notes and Non-Control Notes” in “Description of the Mortgage Pool—The Whole Loans—General” in the Preliminary Prospectus.

 

Control Rights and Directing Holder:

With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan, the Directing Holder will generally be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to each Serviced Mortgage Loan and any related Serviced Companion Loans. 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 each Serviced Mortgage Loan and any related Serviced Companion Loans.

 

The “Directing Holder” will be: (i) with respect to each Serviced Mortgage Loan (other than the Agellan Portfolio Mortgage Loan and any Servicing Shift Mortgage Loan), the certificateholder (or its representative) selected by more than 50% of the Controlling Class, by Certificate Balance, as determined by the certificate registrar from time to time (the “Trust Directing Holder”); (ii) with respect to the Agellan Portfolio Whole Loan, (a) for so long as no Agellan Portfolio Control Appraisal Period exists, the certificateholder (or its representative) selected by more than 50% of the controlling class of the Loan-Specific Certificates and (b) for so long as an Agellan Portfolio Control Appraisal Period exists, the certificateholder selected by more than 50% of the Controlling Class, by Certificate Balance; and (iii) with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder prior to the related Servicing Shift Securitization Date.

 

With respect to the 420 Taylor Street Mortgage Loan, the Trust Directing Holder will be the Directing Holder with respect to such Mortgage Loan, provided, however, if greater than $38,000,000 aggregate principal balance of the related pari passu companion loans are included together in a future securitization, the 420 Taylor Street Mortgage Loan is expected to become

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

 

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a Non-Serviced Mortgage Loan, the “controlling note” under the related co-lender agreement will be the note with the largest principal balance in such other securitization and the directing holder under the related pooling and servicing agreement for such other securitization will become the “directing holder” for the 420 Taylor Street Mortgage Loan.

 

It is expected that Eightfold Real Estate Capital Fund V, L.P. or its affiliate will be the initial Directing Holder with respect to each Serviced Mortgage Loan (other than the Agellan Portfolio Mortgage Loan) and any related Serviced Companion Loans.

 

An “Agellan Portfolio Control Appraisal Period” will exist with respect to the Agellan Portfolio Whole Loan, if and for so long as the initial principal balance of the Trust Subordinate Companion Loan (taking into account any appraisal reduction amounts or realized losses allocated to the Trust Subordinate Companion Loan) is less than 25% of the initial principal balance of the Trust Subordinate Companion Loan less any principal payment allocated to and received by the holder.

 

For a description of the directing holder for each Non-Serviced Whole Loan, see “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—The Directing Holder” in the Preliminary Prospectus.

 

  
Control Eligible Pooled Certificates:

Class F, Class G-RR and Class H-RR 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 and any collateral deficiency amounts allocable to such class, equal to at least 25% of the initial Certificate Balance of such class; provided that if at any time the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any appraisal reduction amounts (but without regard to any collateral deficiency amounts) allocable to such classes, have been reduced to zero, then the “Controlling Class” will be the most subordinate class of Control Eligible Certificates that has an aggregate principal balance greater than zero; provided, further that if at any time the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D and Class E certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero (without regard to the application of appraisal reduction amounts or any collateral deficiency amounts to notionally reduce the Certificate Balance of such class).

 

The Controlling Class as of the Closing Date will be the Class H-RR certificates.

 

Appraised-Out Class:

Any class of Control Eligible Certificates that has been determined, as a result of appraisal reductions amounts and collateral deficiency 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 an allocation of appraisal reduction amounts and collateral deficiency amounts in respect of such class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal for any Serviced Mortgage Loan for which an appraisal reduction event has occurred or as to which there exists a collateral deficiency amount. Upon receipt of the second appraisal, the Special Servicer will be required to send the appraisal to the Master Servicer, who will be required to recalculate the appraisal reduction amount or collateral deficiency 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 not be entitled to exercise any rights of the Controlling Class until such time, if any, as the class is reinstated as the Controlling Class.

 


Control Termination Event:
Will occur (a) with respect to any Mortgage Loan (other than the Agellan Portfolio Mortgage Loan or any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than the Agellan Portfolio Whole Loan or any Servicing Shift Mortgage Loan), when the Class F certificates have a Certificate Balance (taking into account the application of any appraisal reduction amounts and collateral deficiency amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class; and

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

 

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(b) with respect to the Agellan Portfolio Whole Loan, when both an Agellan Portfolio Control Appraisal Period has occurred and is continuing, and the events described in clause (a) above are occurring.

 

With respect to Excluded Loans related to the Directing Holder, a Control Termination Event will be deemed to exist.

 

Upon the occurrence and the continuance of a Control Termination Event, the Directing Holder will no longer have any control rights. The Directing Holder will no longer have the 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 Serviced Mortgage Loan and any related Serviced Companion Loans.

 

Upon the occurrence and continuation of a Control Termination Event, the Directing Holder will retain non-binding consultation rights with respect to certain material actions that the Special Servicer proposes to take with respect to a Serviced Mortgage Loan and any related Serviced Companion Loans. Such consultation rights will continue until the occurrence of a Consultation Termination Event. 

  
Consultation Termination Event:

Will occur (a) with respect to any Mortgage Loan (other than the Agellan Portfolio Mortgage Loan and any Servicing Shift Loan) or Serviced Whole Loan (other than the Agellan Portfolio Whole Loan and any Servicing Shift Loan), when there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance (without regard to the application of any appraisal reduction amounts or collateral deficiency amounts) equal to at least 25% of the initial Certificate Balance of that class; and

 

(b) with respect to the Agellan Portfolio Whole Loan, when both an Agellan Portfolio Control Appraisal Period has occurred and is continuing, and the events in clause (a) above are occurring.

 

With respect to Excluded Loans related to the Directing Holder, a Consultation Termination Event will be deemed to exist.

 

Upon the occurrence and continuance of a Consultation Termination Event, the Directing Holder will have no rights under the PSA other than those rights that all Certificateholders have.

 

Risk Retention Consultation Party:

The risk retention consultation parties will have certain non-binding consultation rights with respect to certain material servicing actions. Each holder of the VRR Interest, which is expected to be transferred on the Closing Date by GACC to Deutsche Bank AG, New York Branch (“DBNY”), JPMCB, Goldman Sachs Bank USA (“GS Bank”) and CREFI, will be entitled to appoint a risk retention consultation party with respect to the pooled securitization transaction, and each of DBNY, JPMCB, GSMC and CREFI are expected to be appointed as the initial risk retention consultation parties. JPMCB will be entitled to appoint, and is expected to be, the risk retention consultation party with respect to the securitization relating to the Loan-Specific Certificates.

  
Appointment and Replacement
of Special Servicer:

The Directing Holder will appoint the initial Special Servicer with respect to each Serviced Mortgage Loan and any related Serviced Companion Loans as of the Closing Date. Prior to the occurrence and continuance of a Control Termination Event, the Directing Holder generally may replace the Special Servicer with respect to each Serviced Mortgage Loan and any related Serviced Companion Loans with or without cause at any time. 

 

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 (other than with respect to the Non-Serviced Whole Loans) will occur based on a vote of holders of all voting eligible classes of certificates as described below. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus for a description of the special servicer appointment and replacement rights with respect to Non-Serviced Whole Loans.

 

Replacement of Special Servicer
by Vote of Certificateholders:
Other than with respect to Non-Serviced Whole Loans and the Agellan Portfolio Whole Loan, if a Control Termination Event has occurred and is continuing, 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 and the Class RR Certificates (taking into account the application

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

 

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of appraisal reduction amounts to notionally reduce the Certificate Balances of classes to which such appraisal reduction amounts are allocable) and 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 and Trustee 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 post notice of such request on the Certificate Administrator’s website and concurrently provide written notice of such request by mail 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 (i) holders of Pooled Principal Balance Certificates and the Class RR Certificates evidencing at least 66 2/3% of a Certificateholder Quorum or (ii) holders of Pooled Principal Balance Certificates and the Class RR Certificates evidencing more than 50% of the aggregate voting rights of Pooled Principal Balance Certificates and the Class RR Certificates outstanding that has not been reduced to less than 25% of its initial Certificate Balance through the application of appraisal reduction amounts and realized losses), the Trustee will immediately replace the Special Servicer with the replacement Special Servicer (other than with respect to Non-Serviced Whole Loans).

 

Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer as described above or the Asset Representations Reviewer as described below, the holders of certificates evidencing at least 50% of the aggregate voting rights (taking into account other than with respect to the termination of the Asset Representations Reviewer, the application of any appraisal reduction amounts to notionally reduce the Certificate Balance of the certificates) of all Pooled Principal Balance Certificates and the Class RR Certificates, on an aggregate basis.

 

At no time will holders of the Certificates be permitted to replace the special servicer without cause with respect to the Agellan Portfolio Whole Loan, other than certain of the Loan-Specific Certificates for so long as they are the Directing Holder of the Agellan Portfolio Whole Loan.

 

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard and (2) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then 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 (other than with respect Non-Serviced Whole Loans and the Agellan Portfolio Whole Loan) must be confirmed by a majority of a quorum of Certificateholders (which, for this purpose, is the holders of Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any appraisal reduction amounts to notionally reduce the respective Certificate Balances) of all Pooled Principal Balance Certificates and the Class RR Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or Certificate Owners that are not risk retention affiliated with each other) within 180 days from the time such recommendation is posted to the Certificate Administrator website and is subject to the receipt of written confirmations from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the certificates.

 

See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement” in the Preliminary Prospectus for a description of the special servicer appointment and replacement rights with respect to Non-Serviced Whole Loans.

  
Cap on Workout and Liquidation
Fees:
The workout fees and liquidation fees payable to a Special Servicer under the PSA will be an amount equal to the lesser of: (1) 1.0% of each collection of interest and principal following a workout or liquidation, subject to a minimum of $25,000 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 fee (only after receipt by the Special Servicer of workout fees of $25,000) and/or liquidation fees payable (other than Modification Fees earned while the Mortgage Loan was not in special servicing). In addition, the total amount of workout and liquidation fees actually payable by the Trust under the PSA will be capped in the aggregate at $1,000,000 for each related Mortgage Loan. If a new special servicer begins servicing the related Mortgage Loan, all amounts paid to the prior special servicer will be disregarded for purposes of calculating the cap.

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

 

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Special Servicer Compensation:

The special servicing fee will equal 0.25% per annum of the stated principal balance of the related specially serviced loan or REO property. The Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration under the PSA (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including, without limitation, the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan and any related Serviced Companion Loans, and any purchaser of any Serviced Mortgage Loan and any related Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Serviced Mortgage Loan and any related Serviced Companion Loans, the management or disposition of any REO Property, or the performance of any other special servicing duties under the PSA, other than as expressly permitted in the PSA and other than commercially reasonable treasury management fees, banking fees, property condition report fees, customary title agent fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property. Subject to certain limited exceptions, the Special Servicer will also be required to report any compensation or other remuneration the Special Servicer or its affiliates have received from any person and such information will be disclosed in the Certificateholders’ monthly distribution date statement.

 

 Operating Advisor:

With respect to the Serviced Mortgage Loans and any related Serviced Companion Loans 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 and will have certain monitoring responsibilities on behalf of the entire trust. After the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor will have consultation rights with respect to certain major decisions.

 

The Operating Advisor will be subject to termination if holders of at least 15% of the aggregate 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 (in the case of each of such vote and approval, taking into account Realized Losses and the application of any appraisal reduction amounts to notionally reduce the Certificate Balance of the certificates), 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.

 

An “Operating Advisor Consultation Event” will occur upon the earlier of (i) the aggregate Certificate Balances of the HRR Certificates (taking into account the application of any appraisal reduction amounts and any collateral deficiency amounts to notionally reduce the Certificate Balance of any such class of certificates) is 25% or less of the initial aggregate Certificate Balances of the HRR Certificates and (ii) a Control Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the last proviso in the definition of Control Termination Event).

 

The Operating Advisor will not have consultation rights in respect of Non-Serviced Mortgage Loans.

 

Asset Representations Reviewer:The Asset Representations Reviewer will be required to review certain delinquent Mortgage Loans after a specified delinquency threshold has been exceeded and the required percentage of Certificateholders vote to direct a review of such delinquent Mortgage Loans. An asset review will occur when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period are delinquent loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 Mortgage Loans are delinquent loans as of the end of the applicable collection period and the outstanding principal balance of such delinquent loans in the aggregate constitutes at least 15% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period, or (B) after the second anniversary of the Closing Date, at least 15 Mortgage Loans are delinquent loans as of the end of the applicable collection period and the outstanding principal balance of such delinquent loans in the aggregate constitutes at least 20% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO

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

 

23 

 

 

Benchmark 2020-B18 Mortgage Trust  

 

STRUCTURE OVERVIEW

 

 

loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period.

 

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of Certificateholders evidencing not less than 25% of the voting rights (taking into account Realized Losses, but without regard to the application of any appraisal reduction amounts to notionally reduce the Certificate Balance of the certificates) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset representations reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website, and by mailing such notice to all Certificateholders and the Asset Representations Reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum, the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the PSA by written notice to the Asset Representations Reviewer, and the proposed successor Asset Representations Reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.

  
Dispute Resolution Provisions:

Each Mortgage Loan Seller will be subject to the dispute resolution provisions set forth in the PSA to the extent those provisions are triggered with respect to any Mortgage Loan sold to the depositor by such Mortgage Loan Seller and such Mortgage Loan Seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

 

Generally, in the event that a repurchase request as described in the Preliminary Prospectus is not “Resolved” within 180 days after the related Mortgage Loan Seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the initial requesting Certificateholder (if any) indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the initial requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request but the initial requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the enforcing servicer, then the initial requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver a written notice to the enforcing servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

“Resolved” means, with respect to a Repurchase Request, (i) that the related material defect or material breach has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable Mortgage Loan Seller made the loss of value payment, (v) a contractually binding agreement is entered into between the enforcing servicer, on behalf of the issuing entity, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related Mortgage Loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the PSA. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

 

Liquidated Loan Waterfall:On liquidation of any Mortgage Loan, all net liquidation proceeds will be applied according to the PSA, so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include (a) any amount by which the interest portion of P&I Advances previously made was reduced as a result of appraisal reduction amounts and (b) Accrued AB Loan Interest. 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 (a) 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 and (b) any Accrued AB Loan Interest.

 

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

 

24 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

25 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

(image) 

 

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

 

26 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

(image) 

 

 

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

 

27 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Mortgage Loan Information
Loan Seller:JPMCB
Loan Purpose:Refinance
Credit Assessment 
(Fitch/KBRA/S&P)(13):A-sf / BBB+(sf) / N/A
Borrower Sponsor(1):Elad Canada Realty Inc.
Borrowers(1):Various
Original Balance(2):$75,000,000
Cut-off Date Balance(2):$75,000,000
% by Initial UPB:8.0%
Interest Rate:4.62820%
Payment Date:7th of each month
First Payment Date:August 7, 2020
Maturity Date:August 7, 2025
Amortization:Interest Only
Additional Debt(2)(3) :$156,000,000 Pari Passu Debt; $172,000,000 Subordinate Debt; $31,000,000 Mezzanine Debt
Call Protection(4):L(24), D(33), O(4)
Lockbox / Cash Management:Hard / In Place

 

Reserves(5)
 InitialMonthlyCap
Taxes:$0SpringingNAP
Insurance:$0SpringingNAP
Common Charges:$0SpringingNAP
TI/LC:$6,410,963$431,671$15,540,151
Required Repairs:$2,985,266NAPNAP
Working Capital Reserve:$2,000,000$0NAP
Gap Rent Reserve:$172,050$0NAP
Replacement:$0$101,570$3,656,506

 

Property Information
Single Asset / Portfolio:Portfolio of 46 properties
Property Type:Various
Collateral:Fee Simple
Location:Various
Year Built / Renovated:Various / Various
Total Sq. Ft.(6):6,094,177
Property Management(7):Various
Underwritten NOI(8):$36,224,356
Underwritten NCF(8):$32,906,361
Appraised Value(9):$551,000,000
Appraisal Date:Various
 
Historical NOI
Most Recent NOI(10):NAV
2019 NOI:$40,473,151 (December 31, 2019)
2018 NOI(11):$38,961,287 (December 31, 2018)
2017 NOI(11):$33,762,598 (December 31, 2017)
 
Historical Occupancy
Most Recent Occupancy(12):90.4% (Various)
2019 Occupancy:96.2% (December 31, 2019)
2018 Occupancy:96.1% (December 31, 2018)
2017 Occupancy:94.7% (December 31, 2017)

Financial Information(2)(3)
TrancheCut-off Date Balance

Balance per Sq. Ft.

Cut-off / Balloon

LTV Cut-off /
Balloon

U/W DSCR

NOI / NCF

U/W Debt Yield

NOI / NCF

U/W Debt Yield at Balloon

NOI / NCF

Mortgage Loan$75,000,000     
Pari Passu Notes$156,000,000     
Total Senior Notes$231,000,000$38 / $3841.9% / 41.9%3.34x / 3.04x15.7% / 14.2%15.7% / 14.2%
B Note$172,000,000     
Whole Loan$403,000,000$66 / $6673.1% / 73.1%1.96x / 1.78x9.0% / 8.2%9.0% / 8.2%
Mezzanine Loan$31,000,000     
Total Debt$434,000,000$71 / $7178.8% / 78.8%1.70x / 1.54x8.3% / 7.6%8.3% / 7.6%

(1)For a description of the Borrowers (as defined below) and the Borrower Sponsor (as defined below) see “The Borrowers / Borrower Sponsor” herein.

(2)Represents the principal balance of the non-controlling Note A-1, which will be included in the Benchmark 2020-B18 securitization trust. The Agellan Portfolio Whole Loan (as defined below), is evidenced by seven senior pari passu notes and a controlling subordinate Note B, with an aggregate outstanding principal balance as of the Cut-off Date of $403.0 million. For additional information, see “The Loan” herein.

(3)See “Current Mezzanine or Subordinate Indebtedness" herein.

(4)The lockout period will be at least 24 payments beginning with and including the first payment date of August 7, 2020. The Borrowers have the option to defease the full $403.0 million Agellan Portfolio Whole Loan after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) the third anniversary of the first payment date. The actual lockout period may be longer. The interest only period and Call Protection presented in the Mortgage Loan Information above are inclusive of the additional August 2020 interest payment to be deposited by JPMorgan Chase Bank, National Association.

(5)See “Initial and Ongoing Reserves” herein.

(6)Total Sq. Ft. is exclusive of 344 sq. ft. associated with re-measurements.

(7)For a description of the Property Managers (as defined below) see “Property Management” herein.

(8)Underwritten NOI and Underwritten NCF are inclusive of contractual rent steps taken through June 1, 2021 and includes the ALDI, Inc. expansion of approximately 24,597 sq. ft. and HCSC (as defined below) relocation at the Naperville Woods Office Center property. U/W Base Rent has been further adjusted to account for a 10.0% stress to tenants who missed full or partial rent payments in April, May and/or June or have requested rent relief during the COVID-19 pandemic. The total stress to U/W Base Rent is $223,074. An additional stress loss adjustment of 10.0% was applied to total reimbursements for any tenants that missed full rent payments in April, May and/or June. The total stress to reimbursements is $77,899. All U/W Base Rent figures herein are exclusive of rent attributable to vacant space.

(9)The Appraised Value is based on an aggregate “as-is” value of the Agellan Properties (as defined below) and is inclusive of excess land value that is defined in each individual Agellan Property appraisal and serves as collateral for the Agellan Portfolio Whole Loan. The excess vacant land parcels are associated with the Sarasota Distribution Hub and Supervalu properties may be released pursuant to satisfying conditions set forth in “Partial Release” below.

(10)Most Recent NOI is not available as the Borrowers are only required to report financials on an annual basis.

(11)The increase from 2018 NOI and 2017 NOI is due to the increase of assets in the Agellan Portfolio from 41 to 46 properties.

(12)Most Recent Occupancy is reflective of the exclusion of known vacancies and tenants that have gone dark at the Agellan Properties. Occupancy inclusive of such tenant spaces is approximately 93.4%.

(13)Fitch and KBRA provided the listed assessments for the Agellan Portfolio Loan in the context of its inclusion in the mortgage pool.

 

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

 

28 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

The Loan. The Agellan Portfolio mortgage loan (the “Agellan Portfolio Loan”) is part of a fixed rate whole loan secured by first mortgages encumbering the borrowers’ fee simple interests in a 46-property portfolio of industrial and office properties in the aggregate comprising approximately 6,094,177 sq. ft. located throughout nine states (the “Agellan Portfolio” or the “Agellan Properties”). The Agellan Portfolio Loan is evidenced by the non-controlling fixed rate Note A-1 with an original principal balance and outstanding principal balance as of the Cut-off Date of $75.0 million. The Agellan Portfolio Loan is part of a $403.0 million whole loan (the “Agellan Portfolio Whole Loan”) that is evidenced by seven pari passu notes with an aggregate Cut-off Date principal balance of $231.0 million (the “Agellan Portfolio Senior Notes”) and a controlling subordinate fixed rate note (the “Agellan Portfolio Subordinate Note”), with an aggregate Cut-off Date principal balance of $172.0 million. The Agellan Portfolio Senior Notes are senior to the Agellan Portfolio Subordinate Note. Only the Agellan Portfolio Loan will be included in the mortgage pool for the Benchmark 2020-B18 trust.

 

The relationship between the holders of the Agellan Portfolio Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced AB Whole Loan—The Agellan Portfolio Whole Loan” in the Preliminary Prospectus.

 

Total Debt Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
Note A-1$75,000,000$75,000,000 Benchmark 2020-B18No
Note A-250,000,00050,000,000 JPMCB(1)No
Note A-330,000,00030,000,000 JPMCB(1)No
Note A-430,000,00030,000,000 JPMCB(1)No
Note A-525,000,00025,000,000 JPMCB(1)No
Note A-611,000,00011,000,000 JPMCB(1)No
Note A-710,000,00010,000,000 JPMCB(1)No
Total Senior Notes$231,000,000$231,000,000   
Note B(2)$172,000,000$172,000,000 

Benchmark 2020-B18

(loan-specific certificates)

Yes(3)
Whole Loan$403,000,000$403,000,000   
Mezzanine Loan$31,000,000$31,000,000 Third PartyNo
Total Debt$434,000,000$434,000,000   
(1)Expected to be contributed to one or more future securitizations.

(2)The Agellan Portfolio Subordinate Note will be subordinate in right of payment to the Agellan Portfolio Senior Notes.

(3)The controlling Note B will be contributed to the issuing entity but will not be included in the mortgage pool. Payments allocated to the Agellan Portfolio Subordinate Note will be paid to the holders of the Loan-Specific Certificates as described in “Description of the Mortgage Pool—The Whole Loans—The Serviced AB Whole Loan—The Agellan Portfolio Whole Loan” in the Preliminary Prospectus. Following a control appraisal period with respect to Note B, control will shift to the directing certificateholder for the Benchmark 2020-B18 transaction.

 

The Agellan Portfolio Whole Loan has a 61-month interest-only term. The Agellan Portfolio Senior Notes accrue interest a fixed rate of approximately 4.62820% per annum and the Agellan Portfolio Subordinate Note accrue interest at fixed rate of approximately 4.40000% per annum. The proceeds of the Agellan Portfolio Whole Loan were used to pay off existing debt encumbering 46 of the Agellan Properties of approximately $418.9 million, pay closing costs of approximately $5.7 million and fund escrows of approximately $11.6 million. As of year-end 2019, the Borrower Sponsor had a cost basis of approximately $507.8 million. The Borrower Sponsor’s total cash equity in the Agellan Portfolio will be approximately $185.5 million.

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Notes$231,000,00053.0% Loan Payoff(1)$418,924,92296.0%
Subordinate Note172,000,00039.4    Upfront Reserves11,568,2792.7   
Mezzanine Loan31,000,0007.1    Closing Costs5,670,4361.3   
Sponsor Equity2,163,6380.5       
Total Sources$436,163,638100.0% Total Uses$436,163,638100.0%
(1)Represents the refinance of the 42 of the Agellan Properties that were previously securitized in the MSC 2019-AGLN transaction and the balance sheet financing associated with the Sponsors’ recent acquisition of four of the Agellan Properties.

 

The Borrowers / Borrower Sponsor. The borrowers are Chicago Industrial Properties 1 LP, a Delaware limited partnership, Corridor Park LP, a Delaware limited partnership, Norcross Springs LP, a Delaware limited partnership, 6100 McIntosh LP, a Delaware limited partnership, 6100 McIntosh Vacant LP, a Delaware limited partnership, Agellan Commercial REIT U.S. L.P., a Delaware limited partnership, Continental Drive LP, a Delaware limited partnership, 9385 Washington Blvd. L.P., a Delaware limited partnership, Agellan Warrenville L.P., a Delaware limited partnership, 1300 Cox Avenue LP, a Delaware limited partnership and San Antonio Industrial One LP, a Delaware limited partnership each structured to be a bankruptcy-remote entity with two independent directors in its organizational structure (collectively, the “Borrowers”). Legal counsel to the Borrowers delivered a non-consolidation opinion in connection with the origination of the Agellan Portfolio Whole Loan. The Borrowers are owned and controlled by Elad Canada Realty Inc. (the “Borrower Sponsor” or “ELAD Canada”), a privately held, commercial real estate company specializing in the acquisition and development of commercial and residential properties. ELAD Canada was founded in 1997 and is based in Toronto, Canada. The firm operates as a

 

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

 

29 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

subsidiary of Elad US Holding, Inc. ELAD Canada has focused its business in central Canada, acquiring income producing properties, as well as development sites. As of 2020, ELAD Canada has 7.4 million square feet of income producing space, as well as 4.4 million square feet of construction in the pipeline and over 6,000 residential units under development. Under the terms of the Agellan Whole Loan documents, Elad Genesis Limited Partnership, a subsidiary of the Borrower Sponsor, is the non-recourse carveout guarantor for the Agellan Portfolio Whole Loan and is required to maintain a minimum net worth of $100 million during the term of the loan. ELAD Canada is a part of the ELAD Group. Founded in 1992, ELAD Group is a real estate conglomerate with development projects in North America, Europe and Israel. ELAD Group has developed successful condominiums, hotels and mixed-use projects making its mark as a significant developer of ultra-luxury properties in New York City, like the Plaza Hotel. ELAD Group is focused on the acquisition, development and conversion of architecturally significant residential and commercial properties in key markets throughout North America.

 

The aggregate liability of the Guarantor with respect to the matters that constitute full recourse carveouts (each, a “Full Recourse Event”) under the Agellan Portfolio Whole Loan documents may not exceed an amount equal to (x) 20% of the outstanding principal balance of the Agellan Portfolio Whole Loan as of the first occurrence of a Full Recourse Event plus (y) any and all reasonable third-party costs incurred by the lender (including reasonable and out-of-pocket attorney’s fees and costs) in connection with the enforcement of the Full Recourse Event thereunder and the collection of amounts due thereunder.

 

The Borrower Sponsor has notified JPMCB that, Yitzhak Tshuva, the controlling shareholder of the entities that own ELAD Canada, has entered into a non-binding memorandum of understanding (“MOU”) to sell certain assets, including 37% of ELAD Canada to a joint venture between Plaza Partners and Argent Ventures. The non-binding MOU includes a call option in favor of the buyers and a put option in favor of the seller for the remaining 63% of ELAD Canada. If the purchase of the 37% stake occurs, the buyers will take over day-to-day operations of ELAD Canada. In the event the transaction moves forward, the Borrower Sponsor anticipates the closing to occur in September 2020. Argent Ventures is a vertically-integrated, diversified real estate investment and development firm specializing in opportunistic, and value-add transactions through the United States. Founded in 1997 and headquartered in New York City, Argent Ventures pursues debt- and equity- related investments in multiple asset classes. Since its inception, Argent Ventures has purchased over $2.5 billion in real estate assets and debt instruments in major markets in the United States and Europe. Founded in 1981, Plaza Partners is a real estate developer and asset manager that focuses on rezoning and developing residential properties in strong urban locations within the greater Toronto area. Plaza Partners’ current portfolio includes approximately four million square feet of potential density. Under the terms of the loan agreement, the lender is expected to have the right to consent to the proposed sale.

 

See “Risk Factors—Risks Related to the Mortgage Loans—The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property” in the Preliminary Prospectus. 

 

COVID-19 Update. As of June 1, 2020, the Agellan Properties have remained open; however, many office tenants have chosen to work remotely. Based on the underwritten rent rolls as of the June 1, 2020, the Agellan Properties were approximately 93.4% occupied (inclusive of dark tenants and known vacates). For April, May and June of 2020, tenants representing approximately 97.7%, 96.7% and 97.0% of net rentable area, respectively, have paid rent in-full, with the Borrower Sponsor having collected approximately 97.8%, 97.8% and 96.6% of underwritten base rent, respectively. The top ten tenants, representing 38.6% of NRA and 41.0% of underwritten rent, had no issues with rent payment. 32 tenants representing approximately 5.5% of the underwritten base rent and 5.4% of the Agellan Properties net rentable have requested rent relief or have partial or no collections for the months of April, May and June. The five largest tenants that have put in formal requests for relief in aggregate represent approximately 2.0% of NRA and approximately 1.8% of U/W Base Rent. As of June 2020, none of the tenants have been granted a rent deferral and 25 tenants (totaling 5.4% of NRA) are in discussions with the borrowers for rent relief.

 

The Properties. The Agellan Portfolio consists of the fee simple interests in a 46 property portfolio of industrial and office properties comprising approximately 6,094,177 sq. ft. in the aggregate located throughout nine states and 12 different markets. The Agellan Portfolio is comprised of 42 industrial properties (5,248,373 sq. ft.; 86.1% of NRA; 71.3% of U/W Base Rent) and four office properties (845,804 sq. ft.; 13.9% of NRA; 28.7% of U/W Base Rent). The tenancy spans a variety of industries including health care, food services, automotive parts, insurance, and technology.

 

As of June 1, 2020, the Agellan Portfolio is 93.4% leased (90.4% leased excluding dark tenants and known vacates) to 250 unique tenants with no single tenant accounting for more than 6.9% of U/W Base Rent. Four of the top ten tenants (Health Care Service Corp., General Motors LLC, Life Technologies Corporation and  Allstate Insurance Co.) have investment grade credit ratings by one or more of Moody’s, Fitch or S&P and account for approximately 12.4% and 18.3% of the Agellan Portfolio’s Total NRA and U/W Base Rent, respectively. The Agellan Properties have a weighted average remaining lease term of approximately 2.9 years.

 

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

 

30 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Portfolio Summary
No.Property NameCity, StateProperty TypeNet Rentable AreaAllocated Loan Amount% Allocated Loan AmountU/W Base Rent(1)% of UW Base RentAppraised Value% of Appraised Value
1Sarasota Distribution HubSarasota, FLIndustrial906,449$9,452,23312.6%$4,804,38611.7%$70,200,00012.7%
2Naperville Woods Office CenterNaperville, ILOffice482,497$9,387,09712.5%$7,480,56918.2%$68,800,00012.5%
3Southpark Business Park FOPAustin, TXIndustrial187,075$4,762,4076.3%$2,478,2026.0%$34,900,0006.3%
4SupervaluFort Worth, TXIndustrial253,800$3,593,6724.8%$1,573,5603.8%$26,720,0004.8%
5Plainfield Business Center IVPlainfield, INIndustrial434,354$3,288,4624.4%$1,385,8533.4%$24,100,0004.4%
6Beltway IIIHouston, TXOffice130,566$2,743,1763.7%$2,347,4445.7%$20,100,0003.6%
74405 Continental DrFlint, MIIndustrial400,000$2,558,9333.4%$2,097,2445.1%$18,750,0003.4%
8Beltway IVHouston, TXOffice131,702$2,346,7743.1%$1,714,5144.2%$17,200,0003.1%
9Sandy Plains Business ParkMarietta, GAIndustrial167,329$2,169,9752.9%$1,141,1842.8%$15,700,0002.8%
10Silber Industrial ParkHouston, TXIndustrial198,970$1,924,3182.6%$882,8182.2%$14,100,0002.6%
11Southpark Business Park MAustin, TXIndustrial72,550$1,786,6002.4%$958,6262.3%$13,100,0002.4%
12Coliseum Distribution Center #1San Antonio, TXIndustrial208,000$2,142,0602.9%$942,6562.3%$15,900,0002.9%
13West by Northwest Business BlvdHouston, TXIndustrial122,750$1,745,6582.3%$835,9052.0%$12,800,0002.3%
14Norcross CenterNorcross, GAIndustrial169,951$1,678,6602.2%$942,0512.3%$12,300,0002.2%
15Goshen SpringsNorcross, GAIndustrial152,319$1,459,0571.9%$718,0351.7%$10,700,0001.9%
16Long Point CenterHouston, TXIndustrial189,680$1,418,1141.9%$741,0971.8%$10,400,0001.9%
17Corridor Park DAustin, TXIndustrial56,100$1,405,0871.9%$674,3221.6%$10,300,0001.9%
18Southport 1-4Houston, TXIndustrial149,401$1,364,1441.8%$684,4081.7%$10,000,0001.8%
19JameelHouston, TXIndustrial94,900$1,364,1441.8%$664,0601.6%$10,000,0001.8%
20Beltway IIHouston, TXOffice101,039$1,323,2011.8%$214,4320.5%$9,700,0001.8%
21Braker Center 4Austin, TXIndustrial45,913$1,282,2581.7%$579,8721.4%$9,400,0001.7%
22Northgreen 1-4Houston, TXIndustrial118,736$1,172,4571.6%$474,1181.2%$8,600,0001.6%
23MinimaxHouston, TXIndustrial119,821$1,105,4591.5%$568,0981.4%$8,100,0001.5%
24Southpark Business Park EAustin, TXIndustrial49,966$1,023,5731.4%$587,6001.4%$7,500,0001.4%
259385 Washington BlvdLaurel, MDIndustrial57,590$995,6581.3%$426,7841.0%$7,300,0001.3%
26RothwayHouston, TXIndustrial75,460$982,6301.3%$297,5970.7%$7,200,0001.3%
272730 PinnacleElgin, ILIndustrial44,990$831,8861.1%$454,4041.1%$6,100,0001.1%
28Columbus West - Interchange RdColumbus, OHIndustrial91,200$770,4711.0%$404,2181.0%$5,650,0001.0%
291346 Oakbrook DriveNorcross, GAIndustrial71,591$736,9731.0%$441,6621.1%$5,400,0001.0%
301230-1236 Hardt CircleBartlett, ILIndustrial60,080$709,0570.9%$287,1870.7%$5,200,0000.9%
31Pine Forest Business ParkHouston, TXIndustrial80,091$668,1140.9%$106,1220.3%$4,900,0000.9%
321351 Oakbrook DriveNorcross, GAIndustrial36,489$524,8140.7%$188,8660.5%$3,850,0000.7%
331325 Oakbrook DriveNorcross, GAIndustrial53,120$519,2310.7%$299,4720.7%$3,800,0000.7%
34490 Heartland DriveSugar Grove, ILIndustrial39,520$511,7870.7%$304,7040.7%$3,750,0000.7%
351265 Oakbrook DriveNorcross, GAIndustrial51,200$498,7590.7%$287,2750.7%$3,650,0000.7%
36Columbus West - Business Park(2)Columbus, OHIndustrial92,618$478,2880.6%$00.0%$3,500,0000.6%
371155 Bowes Road(3)Elgin, ILIndustrial34,400$470,8440.6%$00.0%$3,450,0000.6%
381280 Oakbrook DriveNorcross, GAIndustrial46,400$463,4000.6%$261,1180.6%$3,400,0000.6%
39Rittiman East Industrial Park #23 & 24San Antonio, TXIndustrial50,806$528,5360.7%$308,6060.8%$3,870,0000.7%
402002 BloomingdaleGlendale Heights, ILIndustrial31,919$416,8730.6%$194,8770.5%$3,050,0000.6%
41333 Charles CourtWest Chicago, ILIndustrial36,623$409,4290.5%$277,4410.7%$3,000,0000.5%
42483 Heartland DriveSugar Grove, ILIndustrial36,426$409,4290.5%$172,2340.4%$3,000,0000.5%
43Cox Business CenterErlanger, KYIndustrial52,040$457,8160.6%$247,6860.6%$3,350,0000.6%
441256 Oakbrook DriveNorcross, GAIndustrial40,392$401,9850.5%$191,4110.5%$2,950,0000.5%
45550 HeartlandSugar Grove, ILIndustrial30,328$361,0420.5%$203,7000.5%$2,650,0000.5%
46Rittiman East Industrial Park #22San Antonio, TXIndustrial37,026$355,4590.5%$184,9610.5%$2,610,0000.5%
 Total 6,094,177$75,000,000100.0%$41,031,381100.0%$551,000,000100.0%
(1)U/W Base Rent has been further adjusted to account for a 10.0% stress to tenants who missed full or partial rent payments in April, May and/or June or have requested rent relief during the COVID-19 pandemic. The total stress to U/W Base Rent is $223,074. An additional stress loss adjustment of 10.0% was applied to reimbursements for any tenants that missed full rent payments in April, May and/or June. The total stress to reimbursements is $77,899.

(2)The Columbus West – Business Park property is currently 100.0% vacant and has been underwritten as such.

(3)The 1155 Bowes Road property is leased to a single tenant that is currently dark. The tenant is underwritten as vacant.

 

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

 

31 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Portfolio Summary (continued) 
No.Property NameMarketProperty TypeProperty Sub-TypeNet Rentable AreaProperty OccupancyYear BuiltYear RenovatedCeiling HeightPercent OfficeAppraisal Cap Rate(1)
1Sarasota Distribution HubTampaIndustrialWarehouse/Distribution906,449100.0%1981200728'5.0%6.75%
2Naperville Woods Office CenterChicagoOfficeSuburban482,49795.4%1981, 19882007NAP100.0%8.25%
3Southpark Business Park FOPAustinIndustrialFlex187,075100.0%1982NAP16'96.0%6.25%
4SupervaluDallasIndustrialWarehouse/Distribution253,800100.0%1996NAP32'7.0%6.50%
5Plainfield Business Center IVIndianapolisIndustrialWarehouse/Distribution434,354100.0%1999NAP30'3.5%5.75%
6Beltway IIIHoustonOfficeCBD130,566100.0%2005NAPNAP100.0%8.00%
74405 Continental DrFlintIndustrialWarehouse/Distribution400,000100.0%1999200630'2.0%9.50%
8Beltway IVHoustonOfficeCBD131,70272.6%2006NAPNAP100.0%8.50%
9Sandy Plains Business ParkAtlantaIndustrialFlex167,32994.3%1986NAP20'40.0% - 95.0%7.00%
10Silber Industrial ParkHoustonIndustrialWarehouse/Distribution198,97090.4%1978NAP21' - 24'13.0%6.50%
11Southpark Business Park MAustinIndustrialFlex72,550100.0%1983NAP16'96.0%6.75%
12Coliseum Distribution Center #1San AntonioIndustrialWarehouse/Distribution208,000100.0%1978NAP26.5'5.0%6.00%
13West by Northwest Business BlvdHoustonIndustrialFlex122,75091.5%1983NAP19'34.0%7.00%
14Norcross CenterAtlantaIndustrialFlex169,951100.0%1988NAP20'33.0%7.00%
15Goshen SpringsAtlantaIndustrialFlex152,31995.3%1986NAP26'33.0%6.25% / 6.75%
16Long Point CenterHoustonIndustrialWarehouse/Distribution189,68094.3%1979NAP24'11.0%7.50% / 7.25%
17Corridor Park DAustinIndustrialFlex56,100100.0%1999201624'100.0%6.50%
18Southport 1-4HoustonIndustrialFlex149,40177.7%1980NAP16'33.0%8.00%
19JameelHoustonIndustrialFlex94,90087.5%1983NAP19'50.0%6.75%
20Beltway IIHoustonOfficeCBD101,03913.3%2003NAPNAP100.0%9.00%
21Braker Center 4AustinIndustrialFlex45,91390.3%1984199916'95.0%6.50%
22Northgreen 1-4HoustonIndustrialFlex118,73661.7%1982NAP12’ – 18’35.0%8.00%
23MinimaxHoustonIndustrialWarehouse/Distribution119,821100.0%1967NAP20'13.0%6.50%
24Southpark Business Park EAustinIndustrialFlex49,966100.0%1982199216'100.0%6.75%
259385 Washington BlvdBaltimoreIndustrialFlex57,59092.2%1988200718'20.0%6.00%
26RothwayHoustonIndustrialFlex75,46043.8%1983NAP14'90.0%7.00%
272730 PinnacleChicagoIndustrialWarehouse/Distribution44,990100.0%2005200720'45.0%7.50%
28Columbus West - Interchange RdColumbusIndustrialFlex91,20089.5%1974NAP22'20.0%8.00%
291346 Oakbrook DriveAtlantaIndustrialFlex71,591100.0%1985NAP14'85.0%7.25%
301230-1236 Hardt CircleChicagoIndustrialWarehouse/Distribution60,08075.1%2008NAP24'10.0%6.25%
31Pine Forest Business ParkHoustonIndustrialWarehouse/Distribution80,09130.9%1980NAP20' - 22'14.0%7.00%
321351 Oakbrook DriveAtlantaIndustrialFlex36,48968.5%1985NAP12'72.0%7.00%
331325 Oakbrook DriveAtlantaIndustrialFlex53,120100.0%1986NAP20'21.0%7.00%
34490 Heartland DriveChicagoIndustrialWarehouse/Distribution39,520100.0%2002NAP20'20.0%7.50%
351265 Oakbrook DriveAtlantaIndustrialFlex51,200100.0%1985NAP18'21.0%7.00%
36Columbus West - Business ParkColumbusIndustrialFlex92,6180.0%1996200525'20.0%8.00%
371155 Bowes RoadChicagoIndustrialWarehouse/Distribution34,4000.0%2006NAP26'20.0%6.50%
381280 Oakbrook DriveAtlantaIndustrialFlex46,400100.0%1986NAP19'27.0%7.25%
39Rittiman East Industrial Park #23 & 24San AntonioIndustrialFlex50,80690.6%1983NAP16’ - 18'19.0%7.50%
402002 BloomingdaleChicagoIndustrialWarehouse/Distribution31,919100.0%1998NAP23'15.0%6.00%
41333 Charles CourtChicagoIndustrialWarehouse/Distribution36,623100.0%2007NAP20'20.0%7.25%
42483 Heartland DriveChicagoIndustrialWarehouse/Distribution36,42684.1%2010NAP24'10.0%6.50%
43Cox Business CenterCincinnatiIndustrialWarehouse/Distribution52,040100.0%1987NAP15' - 19'10.0%7.25%
441256 Oakbrook DriveAtlantaIndustrialFlex40,39287.5%1985NAP20'28.0%7.00%
45550 HeartlandChicagoIndustrialWarehouse30,328100.0%2000200720'15.0%6.50%
46Rittiman East Industrial Park #22San AntonioIndustrialWarehouse/Distribution37,02683.8%1983NAP18'14.0%7.50%
(1)Naperville Woods Office Center, Goshen Spring and Long Point Center have multiple buildings that were appraised separately.

 

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

 

32 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Property Distribution
Property TypeNo. of PropertiesTotal Sq. Ft.% of Total Sq. Ft.Allocated Loan Amount(%) Allocated
Loan Amount
U/W Base Rent% of U/W Base RentAppraised Value% of Appraised Value
Industrial425,248,37386.1%$59,199,75278.9%$29,274,42371.3%$435,200,00079.0%
   Warehouse / Distribution183,164,18951.9%$30,723,94541.0%$15,225,33037.1%$226,680,00041.1%
   Flex232,053,85633.7%$28,114,76437.5%$13,845,39433.7%$205,870,00037.4%
   Warehouse130,3280.5%$361,042  0.5%$203,7000.5%$2,650,0000.5%
Office4845,80413.9%$15,800,24821.1%$11,756,95828.7%$115,800,00021.0%
   Suburban1482,4977.9%$9,387,09712.5%$7,480,56918.2%$68,800,00012.5%
   CBD3363,3076.0%$6,413,151  8.6%$4,276,38910.4%$47,000,0008.5%
Portfolio Total466,094,177100.0%$75,000,000100.0%$41,031,381100.0%$551,000,000100.0%
           

Since May 2019, the Borrower Sponsor has executed 38 new, renewal and expansion leases for approximately 470,218 sq. ft. Renewal leases totaled approximately 342,447 sq. ft. and had weighted average rent increases of approximately 8.7%. Renewal and expansion leases totaled approximately 43,983 sq. ft. and had weighted average rent increases of 16.1%. New leases accounted for approximately 78,344 sq. ft. and had weighted average rent increases of 8.3%.

 

Portfolio Leasing Spreads(1)
Lease TypeExpiring sq. ft.Expiring Rent per sq. ft.New sq. ft.Rent per sq. ft.Leasing Spread $Leasing Spread %
Renew342,447$8.58342,447$9.32(2)                          $0.75                                  8.7%    
Renew & Expansion28,284$6.2343,983$7.24                           $1.01                                 16.1%    
Expansion11,252$6.005,444$5.84  ($0.16)(3)(2.7%)(3)
New109,848$6.7178,344$7.27$0.56                                    8.3%    
(1)Since May 2019.

(2)The leasing spread for Dish Network, Inc. is calculated based a gross renewal rent of $8.70 per sq. ft.

(3)International Valve at the 483 Heartland Drive property expanded and took 5,444 sq. ft. of the 11,252 sq. ft. of vacated space. The expansion increased the tenant’s footprint to 11,032 sq. ft. and the rent for the NRA occupied prior to the expansion (5,588 sq. ft.) also increased $0.16 per sq. ft. or 2.4%.

 

Historical and Current Portfolio Occupancy(1)(2)(3)
 2013201420152016201720182019Current(4)Current With Dark Tenants(5)Current With Dark Tenants and Known Vacates(6)
# of Assets(7)21212831404242464646
Portfolio NRA Sq. ft. (mns)3,2243,2243,6894,9175,6315,7455,7456,0946,0946,094
% Occupancy91.8%91.0%94.4%93.3%94.7%96.1%96.2%90.4%92.1%93.4%
(1)Historical occupancy data for the four recent acquisitions is not available.

(2)Historical occupancy for 2013 – 2019 is reflective of quarterly averages for each respective year.

(3)Historical occupancy for 2013 – 2019 includes any applicable leased dark space.

(4)Current occupancy is based on the underwritten rent roll and excludes dark, known vacate, and bankrupt tenants.

(5)Current W/ Dark Tenants occupancy is inclusive of dark tenants.

(6)Current W/ Dark Tenants and Known Vacates occupancy is inclusive of dark and known vacate tenants.

(7)# of Assets may vary from the “Portfolio Operating History” below as certain properties have not provided occupancy history.

 

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

 

33 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Top 10 Tenant Summary(1)
TenantProperty Type

Credit Rating 

(Moody's/Fitch/S&P)(2) 

Net Rentable Area (Sq. Ft.)% of Net Rentable AreaU/W Base Rent Per Sq. Ft.(3)% of Total U/W Base RentLease Expiration
Health Care Service Corp.(4)(5)OfficeA3/A-/AA-177,1142.9%$16.006.9%11/30/2025
United Natural Foods Inc.(6)IndustrialB2/NR/B463,1727.6%$5.666.4%7/31/2022
ALDI, Inc.(4)(7)OfficeNR/NR/NR137,9862.3%$16.095.4%12/31/2028
General Motors LLC(8)IndustrialBaa3/BBB-/BBB400,0006.6%$5.245.1%8/31/2021
Moran Foods LLC(9)IndustrialNR/NR/B-253,8004.2%$6.203.8%9/30/2025
Life Technologies Corporation(10)IndustrialBaa1/BBB/BBB+103,6451.7%$13.003.3%6/30/2025
Allstate Insurance Co.(11)OfficeAa3/A+/AA-75,6231.2%$16.002.9%5/31/2024
Ceva Freight LLC(12)IndustrialB1/NR/B+333,3975.5%$3.092.5%8/31/2022
Beall's, Inc. (13)IndustrialNR/NR/NR200,0003.3%$4.802.3%9/30/2021
VTech Communications, Inc.(14)IndustrialNR/NR/NR208,0003.4%$4.532.3%7/31/2022
Total Major Tenants  2,352,73738.6%$7.1641.0% 
Other Tenants  3,156,62551.8%$7.6759.0% 
Total Occupied  5,509,36290.4%$7.45100.0% 
Vacant  584,8159.6%   
Total / Wtd. Avg.  6,094,177100.0%   
(1)Based on the underwritten rent roll.

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

(3)U/W Base Rent Per Sq. Ft. is inclusive of contractual rent steps taken through June 1, 2021.

(4)ALDI, Inc. reflects an expansion option for 24,597 sq. ft. that was exercised in February 2020. The expansion space is currently occupied by HCSC. HCSC will be relocated within the Naperville Wood Office Center property as part of the ALDI, Inc. expansion, which will allow HCSC to have all of its office space in one building. Additionally, HCSC’s overall footprint will increase slightly with the relocation space from 175,080 sq. ft. to 177,114 sq. ft. The expansion and relocation are estimated to occur in June/July 2021.

(5)Health Care Service Corp. has one, five-year renewal option at market rent.

(6)United Natural Foods, Inc. has one, five-year renewal option at market rent.

(7)ALDI, Inc. has one, five-year renewal option at market rent.

(8)General Motors LLC has two, five-year renewal options at the greater of market rent or 90% of the then-current base rent.

(9)Moran Foods LLC has two, seven-year renewal options at $6.75 per sq. ft. and market rent, respectively.

(10)Life Technologies Corporation has one, five-year renewal option beginning at $13.00 per sq. ft.

(11)Allstate Insurance Co. has two, five-year renewal options upon nine months’ notice at 95% of market rent. Allstate Insurance also has a one-time termination option as of any month end between May 2022 and May 2023.

(12)Ceva Freight LLC has two, five-year renewal options at market rent.

(13)In May 2018 Beall’s Inc. vacated and subleased their space to United Natural Foods Inc. Beall’s Inc. has one, three-year renewal option at $5.30 per sq. ft.

(14)VTech Communications, Inc. has one, five-year renewal option at market rent.

 

Lease Rollover Schedule(1)(2)
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

Cumulative %

of U/W

Base Rent

2020 & MTM43 460,0337.5% 460,0337.5%$5.876.6%6.6%
2021(4)61 1,264,74820.8% 1,724,78128.3%$6.2519.3%25.8%
2022(5)45 1,523,82925.0%3,248,61053.3%$5.6420.9%46.8%
202338 470,9327.7%3,719,54261.0%$8.7610.0%56.8%
202433 633,52010.4%4,353,06271.4%$7.1111.0%67.8%
202518 786,44712.9%5,139,50984.3%$10.0919.3%87.1%
20263 50,3010.8%5,189,81085.2%$9.021.1%88.2%
20275 112,6431.8%5,302,45387.0%$15.544.3%92.5%
20283 202,6433.3%5,505,09690.3%$14.607.2%99.7%
20290 0  0.0%5,505,09690.3%$0.000.0%99.7%
2030 & Thereafter1 4,2660.1%5,509,36290.4%$26.980.3%100.0%
VacantNAP 584,8159.6%6,094,177100.0%NAPNAPNAP
Total / Wtd. Avg.2506,094,177100.0%  $7.45100.0% 
         
(1)Based on the underwritten rent roll.

(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3)Annual U/W Base Rent per sq. ft. is inclusive of (i) contractual rent steps taken through June 1, 2021 and includes the ALDI, Inc. expansion of approximately 24,597 sq. ft. and HCSC relocation at the Naperville Woods Office Center property. U/W Base Rent has been further adjusted to account for a 10.0% stress to tenants who missed full or partial April and/or May rent payments and/or have requested rent relief during the COVID-19 pandemic. The total stress to U/W Base Rent is $241,419.

(4)General Motors, LLC leases will expire in 2021 and has two, five-year renewal options at the greater of market rent or 90% of the then-current base rent. General Motors, LLC has occupied the property since 1998. General Motors has expressed interest to renew and is expecting to receive a formal proposal with renewal terms from the Borrower Sponsor.

(5)Both United Natural Foods, Inc. and Ceva Freight LLC leases will expire in 2022. United Natural Foods, Inc. has one, five-year renewal option at market rent. Ceva Freight LLC has two, five-year renewal options at market rent. United Natural Foods Inc. and Ceva Freight have both engaged the Borrower Sponsor about potentially expanding at expiration if any space were to become vacant at the respective properties.

 

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

 

34 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Major Tenants. The top five tenants occupying the Agellan Properties by U/W Base Rent are Health Care Service Crop. (177,114 sq. ft.; 2.9% of NRA; 6.9% of U/W Base Rent), United Natural Foods, Inc. (463,172 sq. ft.; 7.6% of NRA; 6.4% of U/W Base Rent), ALDI, Inc. (137,986 sq. ft.; 2.3% of NRA; 5.4% of U/W Base Rent), General Motors LLC (400,000 sq. ft.; 6.6% of NRA; 5.1% of U/W Base Rent) and Moran Foods LLC (253,800 sq. ft.; 4.2% of NRA; 3.8% of U/W Base Rent).

 

Health Care Service Corp. (177,114 sq. ft.; 2.9% of NRA; 6.9% of U/W Base Rent). Health Care Service Corp. (“HCSC”) is an independent licensee of the Blue Cross and Blue Shield Association. HCSC is the largest customer-owned health insurer in the United States and fifth largest overall. Health Care Service Corp operates through Blue Cross and Blue Shield Plans in Illinois, Montana, New Mexico, Oklahoma and Texas. HCSC affiliates and subsidiaries such as Dearborn National, Medecision and Dental Network of America offer group life, disability and dental solutions, as well as a range of other individual solutions. The company, founded in 1936, serves more than 16 million members across five states and employs more than 23,000 people in over 60 local offices. A portion of the space occupied by HCSC will be relocated within the Naperville Wood Office Center property in conjunction with the ALDI, Inc. expansion, which will allow HCSC to have all of its office space in one building. Additionally, HCSC’s overall footprint will increase slightly with the relocation space from 175,080 sq. ft. to 177,114 sq. ft. The expansion and relocation are estimated to occur in June/July 2021. Health Care Service Corp. has one, five-year renewal option at market rent.

 

United Natural Foods, Inc. (463,172 sq. ft.; 7.6% of NRA; 6.4% of U/W Base Rent). United Natural Foods, Inc. engages in the distribution of natural, organic, and specialty foods and non-food products. The company is headquartered in Providence, Rhode Island. United Natural Foods, Inc. has one, five-year renewal option at market rent.

 

ALDI, Inc. (137,986 sq. ft.; 2.3% of NRA; 5.4% of U/W Base Rent). ALDI, Inc. owns and operates grocery stores throughout the U.S. ALDI, Inc. offers grocery, meat, fresh produce, wine and beer, beverages, and other home products. ALDI, Inc. is located in Batavia, Illinois. ALDI, Inc. has approximately 3,000 total employees across all of its locations and generates approximately $4.32 billion in sales annually. ALDI, Inc. operated more than 1,900 stores in across 36 states. In February 2020, ALDI, Inc. exercised an expansion option for an additional 24,597 sq. ft. ALDI, Inc. has one, five-year renewal option at market rent.

 

General Motors LLC (400,000 sq. ft.; 6.6% of NRA; 5.1% of U/W Base Rent). General Motors LLC is the fourth largest automaker globally and the largest in the U.S. with approximately $246.6 billion in total assets as of March 31, 2020. Headquartered in Detroit, Michigan, General Motors LLC’s brands include Chevrolet, Buick, GMC and Cadillac. General Motors LLC has two, five-year renewal options at the greater of market rent or 90% of the then-current base rent.

 

Moran Foods LLC (253,800 sq. ft.; 4.2% of NRA; 3.8% of U/W Base Rent). Moran Foods LLC is the parent company of Save-A-Lot Holdings, LLC (“Save-A-Lot”). Save-A-Lot is an American discount grocery store chain with approximately 1,300 stores across 36 states with over $4.0 billion in annual sales. Headquartered in St. Louis, Missouri, Save-A-Lot’s stores carry most grocery products, including an assortment of fresh, canned and frozen produce as well as meat, meal products, household items and everyday groceries. Moran Foods LLC has two, seven-year renewal options at $6.75 per sq. ft. and market rent, respectively.

 

Environmental Matters. The Phase I environmental reports dated February 26, 2020 through March 26, 2020 recommended no further action at the Agellan Portfolio.

 

The Market. The Agellan Portfolio is geographically diverse with properties located across nine states which include the top five states by U/W Base Rent, Texas (46.7% of allocated loan amount (“ALA”); 43.4% of U/W Base Rent), Illinois (18.0% of ALA; 22.8% of U/W Base Rent), Florida (12.6% of ALA; 11.7% of U/W Base Rent), Georgia (11.3% of ALA; 10.9% of U/W Base Rent) and Michigan (3.4% of ALA; 5.1% of U/W Base Rent).

 

Geographic Distribution
StateNumber of PropertiesTotal Sq. Ft.% of Total Sq. Ft.Allocated Loan Amount(%) Allocated Loan AmountU/W Base Rent% of U/W Base RentAppraised Value% of Appraised Value
Texas212,474,35240.6%$35,037,84146.7%$17,819,01943.4%$257,400,00046.7%
Illinois9796,78313.1%13,507,44418.0%9,375,11622.8%99,000,00018.0%
Florida1906,44914.9%9,452,23312.6%4,804,38611.7%70,200,00012.7%
Georgia9788,79112.9%8,452,85411.3%4,471,07410.9%61,750,00011.2%
Michigan1400,0006.6%2,558,9333.4%2,097,2445.1%18,750,0003.4%
Indiana1434,3547.1%3,288,4624.4%1,385,8533.4%24,100,0004.4%
Ohio2183,8183.0%1,248,7591.7%404,2181.0%9,150,0001.7%
Maryland157,5900.9%995,6581.3%426,7841.0%7,300,0001.3%
Kentucky152,0400.9%457,8160.6%247,6860.6%3,350,0000.6%
Portfolio Total466,094,177100.0%$75,000,000100.0%$41,031,381100.0%$551,000,000100.0%

 

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

 

35 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

The Agellan Portfolio is located across 12 U.S. markets which include the top five markets by U/W Base Rent, Houston (24.2% of ALA; 23.2% of U/W Base Rent), Chicago (18.0% of; 22.8% of U/W Base Rent), Austin (13.7% of ALA; 12.9% of U/W Base Rent), Tampa (12.6% of ALA; 11.7% of U/W Base Rent) and Atlanta (11.3% of ALA; 10.9% of U/W Base Rent).

 

Market Overview
MarketNumber of PropertiesTotal Sq. Ft.% of Total Sq. Ft.Allocated Loan Amount(%) Allocated Loan AmountU/W Base Rent% of U/W Base RentAppraised Value% of Appraised Value
Houston121,513,11624.8%$18,158,18924.2%$9,530,61423.2%$133,100,00024.2%
Chicago9796,78313.1%13,507,44418.0%9,375,11622.8%99,000,00018.0%
Austin5411,6046.8%10,259,92613.7%5,278,62212.9%75,200,00013.6%
Tampa1906,44914.9%9,452,23312.6%4,804,38611.7%70,200,00012.7%
Atlanta9788,79112.9%8,452,85411.3%4,471,07410.9%61,750,00011.2%
Flint1400,0006.6%2,558,9333.4%2,097,2445.1%18,750,0003.4%
Dallas1253,8004.2%3,593,6724.8%1,573,5603.8%26,720,0004.8%
San Antonio3295,8324.9%3,026,0554.0%1,436,2243.5%22,380,0004.1%
Indianapolis1434,3547.1%3,288,4624.4%1,385,8533.4%24,100,0004.4%
Baltimore157,5900.9%995,6581.3%426,7841.0%7,300,0001.3%
Columbus2183,8183.0%1,248,7591.7%404,2181.0%9,150,0001.7%
Cincinnati152,0400.9%457,8160.6%247,6860.6%3,350,0000.6%
Portfolio Total466,094,177100.0%$75,000,000100.0%$41,031,381100.0%$551,000,000100.0%

 

Major Markets.

 

Houston. According to a third party report, the Houston Industrial market ended the first quarter 2020 with a vacancy rate of 7.6%. The reported market vacancy rates for logistics and flex properties were 8.4% and 10.0%, respectively. The existing market inventory is made up of 74.6% logistics properties and 8.1% flex properties based on total sq. ft. Rental rates ended the first quarter of 2020 at $7.42 per sq. ft. The average quoted rates for logistics and flex properties were $6.91 per sq. ft. and $10.61 per sq. ft., respectively. The 12-month net absorption ending in the first quarter 2020 was 8,621,259 sq. ft. for logistics properties and -49,931 sq. ft. for flex properties.

 

According to a third party report, the Houston Office market ended the first quarter 2020 with a vacancy rate of 16.8%. The reported vacancy rates for Class A and Class B buildings were 19.6% and 17.1%, respectively. The existing market inventory is comprised of 44.5% Class A, 42.8% Class B, and 12.6% Class C based on total sq. ft. The average quoted rental rate in the first quarter 2020 for all classes was $28.36 per sq. ft. The average quoted rental rate for Class A and B was $34.07 per sq. ft. and $24.25 per sq. ft., respectively. The 12-month net absorption ending in the first quarter 2020 for Class A & B in the market was 1,251,779 sq. ft. and -1,448,622 sq. ft., respectively.

 

Historical Market Occupancy - Industrial(1)
200820092010201120122013201420152016201720182019
93.9%93.1%93.7%94.3%95.0%94.5%95.1%94.9%94.6%94.8%94.3%93.3%
(1)Source: Third party report.

 

Historical Market Occupancy - Office(1)
200820092010201120122013201420152016201720182019
88.4%86.7%86.9%87.2%88.4%88.6%89.4%87.1%85.5%84.0%83.8%83.4%
(1)Source: Third party report.

 

Chicago. According to a third party report, the Chicago Industrial market ended the first quarter 2020 with a vacancy rate of 6.2%. The reported market vacancy rates for logistics and flex properties were 7.1% and 7.6%, respectively. The existing market inventory is made up of 66.1% logistics properties and 5.8% flex properties based on total sq. ft. Rental rates ended the first quarter of 2020 at $7.36 per sq. ft. The average quoted rates for logistics and flex properties were $6.87 per sq. ft. and $12.24 per sq. ft., respectively. The 12-month net absorption ending in the first quarter 2020 was 535,853 sq. ft. for flex properties and 14,631,591 sq. ft. for logistics properties.

 

According to a third party report, the Chicago Office market ended the first quarter 2020 with a vacancy rate of 12.2%. The reported vacancy rates for Class A and Class B buildings were 15.2% and 11.7%, respectively. The existing market inventory is comprised of 39.0% Class A, 44.2% Class B, and 16.7% Class C based on total sq. ft. The average quoted rental rate in the first quarter 2020 for all classes was $29.44 per sq. ft. The average quoted rental rate for Class A and B was $37.39 per sq. ft. and $25.20 per sq. ft., respectively. The 12-month net absorption ending in the first quarter 2020 for Class A and B in the market was 3,566,358 sq. ft. and -457,122 sq. ft., respectively.

 

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

 

36 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Historical Market Occupancy - Industrial(1)
200820092010201120122013201420152016201720182019
89.8%88.1%88.2%89.1%90.6%91.3%92.6%93.2%93.8%93.7%94.2%94.1%
(1)Source: Third party report.

 

Historical Market Occupancy - Office(1)
200820092010201120122013201420152016201720182019
87.4%85.0%85.2%85.6%86.1%86.6%87.3%88.0%87.7%88.0%88.4%87.9%
(1)Source: Third party report.

 

Austin. According to a third party report, the market vacancy rates for logistics and flex properties were 9.8% and 7.3%, respectively. The existing market inventory is made up of 60.5% logistics properties and 20.9% flex properties based on total sq. ft. Rental rates ended the first quarter of 2020 at $11.30 per sq. ft. The average quoted rates for logistics and flex properties were $9.93 per sq. ft. and $14.31 per sq. ft., respectively. The 12-month net absorption ending in the first quarter 2020 was 1,113,224 sq. ft. for logistics properties and 744,867 sq. ft. for flex properties. According to a third party report, Austin is expected to outperform the state of Texas and nation in 2020, with a high number of technology companies and housing at the forefront. Long term, Austin is viewed as a market with a well-educated labor force, high concentration of technology businesses and a relatively low cost of living compared to other high technology based industries which is anticipated to fuel a high population growth for the market.

 

Historical Market Occupancy - Industrial(1)
200820092010201120122013201420152016201720182019
90.2%87.8%88.5%89.6%91.3%93.5%93.5%95.6%95.6%93.6%93.6%92.8%
(1)Source: Third party report.

 

Tampa. According to a third party report, the Tampa Bay Industrial market ended the first quarter 2020 with a vacancy rate of 5.0%. The reported market vacancy rates for logistics properties was 5.4%. The existing market inventory is made up of 66.3% logistics properties based on total sq. ft. Rental rates ended the first quarter at $7.72 per sq. ft. The average quoted rates for logistics properties was $7.11 per sq. ft. The 12-month net absorption ending in the first quarter 2020 for logistics properties was 2,025,279 sq. ft. According to a third party report, as of year-end 2019, Tampa’s industrial sector outpaced the industrial sectors in the state of Florida in relation to demand growth at approximately 2.8 million sq. ft. of absorbed space. Tampa was the only market in the state that saw improved growth from approximately 2.7 million sq. ft. of positive net absorption year over year.

 

Historical Market Occupancy - Industrial(1)
200820092010201120122013201420152016201720182019
92.3%89.4%89.3%89.8%90.2%91.6%92.3%93.8%95.0%95.1%95.3%95.1%
(1)Source: Third party report.

 

Atlanta. According to a third party report, the Atlanta Industrial market ended the first quarter 2020 with a vacancy rate of 6.1%. The reported market vacancy rates for logistics and flex properties were 6.7% and 5.5%, respectively. The existing market inventory is made up of 77.4% logistics properties and 9.1% flex properties based on total sq. ft. Rental rates ended the first quarter at $6.17 per sq. ft. The average quoted rates for logistics and flex properties were $5.52 per sq. ft. and $11.03 per sq. ft., respectively. The 12-month net absorption ending in the first quarter 2020 was 11,337,139 sq. ft. for logistics properties and -202,543 sq. ft. for flex properties. According to a third party report, the Atlanta market is seen as Georgia’s main growth engine and one of the strongest economies in the nation. Job growth, in the Atlanta market outsize business services and has averaged approximately 2.0% as of year-end 2019, which has been one of the best in the nation for nine consecutive years.

 

Historical Market Occupancy - Industrial(1)
200820092010201120122013201420152016201720182019
87.5%86.4%85.6%86.9%87.5%88.7%91.5%93.1%93.0%94.1%94.6%94.4%
(1)Source: Third party report.

 

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

 

37 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Cash Flow Analysis.

 

Portfolio Operating History
 201520162017201820192020 Budget
2015 Reporting Assets      
Number of Properties272727272727
Effective Gross Revenue$40,377,590$41,938,945$40,607,440$42,687,111$43,265,751$44,216,063
Operating Expenses$15,493,935$15,426,605$15,832,843$16,065,442$16,124,634$16,800,898
Net Operating Income$24,883,655$26,512,341$24,774,596$26,621,670$27,141,118$27,415,165
Year-over-Year Change-6.5%-6.6%7.5%2.0%1.0%
       
2016 Reporting Assets      
Number of Properties 3131313131
Effective Gross Revenue $43,483,706$50,440,354$52,850,050$54,478,273$55,355,348
Operating Expenses $15,881,067$19,253,268$19,685,230$20,636,890$20,967,544
Net Operating Income $27,602,639$31,187,086$33,164,820$33,841,384$34,387,804
Year-over-Year Change -13.0%6.3%2.0%1.6%
       
2017 Reporting Assets      
Number of Properties  41414141
Effective Gross Revenue  $53,679,748$58,304,052$60,181,340$61,115,986
Operating Expenses  $19,917,149$20,981,732$22,007,429$22,423,094
Net Operating Income  $33,762,598$37,322,320$38,173,911$38,692,892
Year-over-Year Change  -10.5%2.3%1.4%
       
2018 Reporting Assets      
Number of Properties   464646
Effective Gross Revenue   $60,700,041$63,486,372$64,626,262
Operating Expenses   $21,738,754$23,013,221$23,452,522
Net Operating Income   $38,961,287$40,473,151$41,173,740
Year-over-Year Change   -3.9%1.7%
       

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

 

38 

 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Cash Flow Analysis
 2016201720182019(1)U/W(1)(2)U/W PSF
Agellan Properties Included3141464646 
       
Base Rent$30,444,923$36,778,978$40,209,368$42,047,666$41,031,381$6.73
Vacant Income(3)00005,221,640$0.86
Gross Potential Rent$30,444,923$36,778,978$40,209,368$42,047,666$46,253,021$7.59
Total Reimbursements(4)12,782,65316,793,05819,551,43621,118,94920,332,677$3.34
Gross Potential Income$43,227,576$53,572,036$59,760,803$63,166,615$66,585,698$10.93
Less: Vacancy(5)(53,002)(16,561)(50,095)(101,504)(7,100,706)($1.17)
Other Income309,133124,273989,333421,261571,000$0.09
Effective Gross Income43,483,706$53,679,748$60,700,041$63,486,372$60,055,992$9.85
Total Fixed Expenses$7,331,761$8,981,519$10,147,809$10,478,429$11,331,286$1.86
Total Operating Expenses$8,549,306$10,935,630$11,590,945$12,534,792$12,500,350$2.05
Total Expenses$15,881,067$19,917,149$21,738,754$23,013,221$23,831,636$3.91
Net Operating Income$27,602,639$33,762,598$38,961,287$40,473,151$36,224,356$5.94
TI/LC00002,623,997$0.43
Capital Expenditures0000693,998$0.11
Net Cash Flow$27,602,639$33,762,598$38,961,287$40,473,151$32,906,361$5.40
(1)The change from 2019 Net Operating Income to U/W Net Operating Income is largely attributable to adjustments made in relation to dark and known to be vacating tenants.

(2)U/W Base Rent is inclusive of contractual rent steps taken through June 1, 2021 and includes the ALDI, Inc. expansion of approximately 24,597 sq. ft. and HCSC relocation at the Naperville Woods Office Center property. U/W Base Rent has been further adjusted to account for a 10.0% stress to tenants who missed full or partial rent payments in April, May and/or June or have requested rent relief during the COVID-19 pandemic. The total stress to U/W Base Rent is $223,074.

(3)Vacant Income includes all applicable dark tenants as well as known vacates.

(4)Total Reimbursements include reimbursements to lease terms of each tenant. An additional stress loss adjustment of 10.0% was applied to any tenants that missed full rent payments in April, May and/or June. The total stress to reimbursements is $77,899.

(5)Vacancy is underwritten to 10.7%, which represents the sum of economic vacancy of the Agellan Portfolio, inclusive of a minimum vacancy of 5.0% for all Agellan Properties.

 

Property Management.   The Agellan Portfolio is managed by 11 individual managers which include Agellan Management LP, Colliers International Management - Atlanta, LLC, Adena Commercial LLC d/b/a Colliers International Greater Columbus Region, PCR Property Services, LLC d/b/a NAI Partners, Jones Lang LaSalle Americas, Inc., NAI Hiffman Asset Management, LLC, Stream Realty Partners-Austin, L.P., Stream Realty Partners-Houston, L.P., Stream Realty-Illinois, L.L.C., Hiffman Asset Management, LLC d/b/a Hiffman National, LLC, and Stream Realty Partners - Central TX, L.P.

 

Lockbox / Cash Management. The Agellan Portfolio Whole Loan documents require a hard lockbox and in-place cash management. At loan origination, the Borrowers were required to deliver tenant direction letters within 30 days following the loan origination date to the existing tenants at the Agellan Portfolio Properties, directing each tenant to remit its rent checks directly to the lender-controlled lockbox. All funds in the lockbox account are required to be swept to a lender-controlled cash management account every business day. Provided no Cash Sweep Period (as defined below) is continuing, all funds in the cash management account will be transferred into the Borrowers’ operating account. During a Cash Sweep Period, all excess cash in the cash management account after payment of debt service, required reserves, operating expenses, approved extraordinary expenses and mezzanine debt service will be retained by the lender as additional collateral for the Agellan Portfolio Whole Loan and disbursed to the Borrowers for payment of certain permitted amounts, including the payment of shortfalls in debt service and mezzanine debt service and payment of capital expenditure work.

 

A “Cash Sweep Period” will commence upon the occurrence of (i) an event of default under the Agellan Portfolio Whole Loan documents, (ii) a bankruptcy action of any individual Borrower or any general partner or managing member, as applicable, of an individual Borrower, (iii) the date that is 30 days following any bankruptcy action of any property manager (unless as of such date the manager has been replaced in accordance with the Agellan Portfolio Whole Loan documents), (iv) the debt service coverage ratio for any calendar quarter (based upon Agellan Portfolio Whole Loan and Agellan Portfolio Mezzanine Loan (as defined below) assuming a 30-year amortization on the trailing three-month period immediately preceding the end of such calendar quarter) being less than 1.15x, or (v) an event of default under the Agellan Portfolio Mezzanine Loan documents.

 

A Cash Sweep Period will cease to exist upon the following events (each, a “Cash Sweep Event Cure”): with respect to (a) clause (i) or (v) above, a cure of such event of default, (b) clause (iii) above, the replacement of the property manager with a qualified manager under a replacement management agreement in accordance with the Agellan Portfolio Whole Loan documents, or (c) clause (iv) above, the achievement of a debt service coverage ratio of 1.15x or greater for any calendar quarter based upon a 30-year amortization on the trailing three-month period immediately preceding the end of such calendar quarter; provided (1) no other event of default is continuing under any Agellan Portfolio Whole Loan documents or Agellan Portfolio Mezzanine Loan documents, and (2) the Borrowers will have paid all of the lender’s reasonable and actual out-of-pocket costs and expenses and the mezzanine borrowers will have paid all of Mezzanine Lender’s (as defined below) reasonable and actual out-of-pocket costs and expenses, in each case, incurred by the lender or

 

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

 

39 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

Mezzanine Lender, as applicable, in connection with such Cash Sweep Event Cure including, reasonable and actual out-of-pocket attorney’s fees and expenses.

Initial and Ongoing Reserves. At loan origination, the Borrowers deposited (i) $6,410,963 for outstanding TI/LC obligations and free rent, (ii) $2,985,266 into the required repair reserve for deferred maintenance, (iii) $2,000,000 into a working capital reserve for shortfalls in debt service and operating expenses and the payment of any replacements, leasing costs, taxes, other charges and/or insurance premiums and (iv) $172,050 into the gap rent reserve.

 

Tax Reserve. The Borrowers are required to deposit into a tax reserve, on a monthly basis, 1/12 of the estimated (a) annual real estate taxes, and (b) during a Cash Sweep Period, annual maintenance charges, impositions and any other charges levied or assessed against the Agellan Portfolio Properties, unless the Borrowers deliver evidence reasonably acceptable to lender that such amounts required for real estate taxes and maintenance charges, impositions and any other charges have or will be paid directly by a tenant. As of the origination date, the requirement for the payment of monthly real estate taxes for tenants have been paid directly by the Borrowers, with the exception of a small portion of the Supervalu property which was paid directly by the tenant.

 

Insurance Reserve. The Borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums. In the event the borrowers obtain and maintain a blanket insurance policy that complies with the requirements of the Agellan Portfolio Whole Loan documents, the requirement for monthly deposits into the insurance reserve will be waived. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve. The Borrowers are required to deposit into the replacement reserve, on a monthly basis, approximately $101,570 (1/12 of $0.20 per sq. ft.), subject to a cap of the amount equal to 36 times the required monthly deposit (approximately $3.7 million).

 

TI/LC Reserve. The Borrowers are required to deposit into the TI/LC reserve, on a monthly basis, approximately $431,671 (1/12 of $0.85 per sq. ft.), subject to a cap of the amount equal to 36 times the required monthly deposit (approximately $15.5 million).

 

Working Capital Reserve. Provided no event of default exists, lender will make disbursements from the working capital reserve for (i) the payment of shortfalls in the payment of debt service of mezzanine debt service, (ii) the payment of shortfalls for any documented operating expenses, (iii) the payment of any replacements at any Agellan Portfolio Property, (iv) the payment of any leasing costs at any Agellan Portfolio Property to the extent amounts in the TI/LC reserve are insufficient to pay such amounts and (v) the payment of taxes, other charges and insurance premiums at any Agellan Portfolio Property to the extent amounts in the taxes and insurance reserves are insufficient to pay such amounts.

 

Common Charges Funds Reserve. During the continuance of a Cash Sweep Period, the Borrowers are required to deposit into the common charges reserve, on a monthly basis, an amount equal to 1/12 of the fees, dues, charges and assessments payable under the condominium documents (the “Common Charges”) that the lender estimates will be payable during the next ensuing 12 months in order to accumulate sufficient funds to pay all such Common Charges at least 30 days prior to their respective due dates.

 

Current Mezzanine or Secured Subordinate Indebtedness. Concurrently with the funding of the Agellan Portfolio Whole Loan, the lender (in such capacity, the “Mezzanine Lender”) also funded a mezzanine loan in the amount of $31.0 million (the “Agellan Portfolio Mezzanine Loan”). The Agellan Portfolio Mezzanine Loan is secured by the pledge of the direct or indirect equity interest in the borrowers and is coterminous with the Agellan Portfolio Whole Loan. The Agellan Portfolio Mezzanine Loan accrues interest at a rate of 9.00000% per annum. Based on the Agellan Portfolio Whole Loan and the Agellan Portfolio Mezzanine Loan, the cumulative Cut-off Date LTV is 78.8%, the cumulative U/W NCF DSCR is 1.54x and the cumulative U/W NOI Debt Yield is 8.3%. The rights of the Mezzanine Lender under the Agellan Portfolio Mezzanine Loan are further described under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Other Indebtedness. Each of Agellan Commercial REIT U.S. L.P., 9385 Washington Blvd LP, 6100 McIntosh LP, Agellan Warrenville LP, Continental Drive LP, Norcross Springs LP, Corridor Park LP and Chicago Industrial Properties 1 LP (collectively, the “Intercompany Loan Lenders”) is a lender under a intercompany loan (each, an “Intercompany Loan”) to Piper Commercial Holdings LLC, an indirect parent company of the Intercompany Loan Lenders. The Intercompany Loans are fully funded, non-interest bearing, and collectively have an aggregate outstanding amount of $152,880,751. Each Intercompany Loan is unsecured and subject and subordinate to the Agellan Portfolio Loan in all respects.  The borrower under each Intercompany Loan has agreed that so long as the Mortgage Loan remains outstanding, it will not (i) commence any legal or equitable proceedings against an Intercompany Loan Lender or otherwise in connection with such Intercompany Loan or (ii) assert any claims or demands whatsoever under applicable law against the Intercompany Loan Lender.

 

Partial Releases. Under the Agellan Portfolio Whole Loan documents, the Borrowers have the right to the release an individual Agellan Portfolio Property (each, an “Individual Property”) from the lien of the mortgage, provided that the Borrowers satisfy certain terms and conditions set forth in the Agellan Portfolio Whole Loan documents (the “Individual Loan Repayment Conditions”), including among other

 

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

 

40 

 

 

Various 

Various, Various 

Collateral Asset Summary – Loan No. 1 

Agellan Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield: 

$75,000,000

41.9%

3.04x

15.7% 

 

things (i) no event of default under the Agellan Portfolio Whole Loan documents has occurred and is continuing (other than an event of default that would be cured by the release of such individual Agellan Portfolio Property); (ii) the applicable individual Borrower (each such Borrower, an “Individual Borrower”) will make a voluntary prepayment of the Agellan Portfolio Whole Loan in an amount equal to the Release Price (as defined below) for the Individual Property; (iii) after giving effect to the release of the applicable Individual Property (including the portion of the Agellan Portfolio Whole Loan prepaid pursuant to the terms of the Agellan Portfolio Whole Loan documents), the debt service coverage ratio for the Agellan Portfolio Properties then remaining subject to the liens of the mortgages (excluding the Individual Property requested to be released) based on the trailing 12-month period immediately preceding the release of the applicable Individual Property will be equal to or greater than the greater of (A) the Release Debt Service Coverage Ratio (as defined below), and (B) the debt service coverage ratio for all of the Agellan Portfolio Properties then remaining subject to the liens of the mortgages (including the Individual Property requested to be released) immediately preceding the release of the applicable Individual Property based on the trailing 12 month period immediately preceding the release of the applicable Individual Property (such greater amount, the “Required Release DSCR”), provided that the Borrowers will have the right to do any one or a combination of the following to achieve the Required Release DSCR in accordance with the Agellan Portfolio Whole Loan documents make a prepayment of the Agellan Portfolio Whole Loan, deliver a letter of credit or deposit cash collateral with the lender; and (iv) subsequent to such release, each Individual Borrower will continue to be a special purpose entity. The Agellan Portfolio Whole Loan documents also provide that if the loan-to-value ratio exceeds or would exceed 125% immediately after the release, no release will be permitted unless the principal balance of the Agellan Portfolio Whole Loan is prepaid by an amount set forth in the Agellan Portfolio Whole Loan documents or the borrower delivers a REMIC opinion.

 

“Release Debt Service Coverage Ratio” means the debt service coverage of 1.70x.

 

“Release Price” means, with respect to any Individual Property being released, (i) until an amount equal to $60,450,000 has been prepaid in connection with Partial Releases in accordance with the Agellan Portfolio Whole Loan documents, 110% of the Agellan Portfolio Whole Loan amount allocated to such Individual Property and (ii) thereafter, 115% of the Agellan Portfolio Whole Loan amount allocated to such Individual Property.

 

Outparcel Release. In addition, the Agellan Portfolio Whole Loan documents provide that the Borrowers may release certain non-income producing parcels comprising a portion of Sarasota Distribution Hub, Supervalu and Naperville Woods Office Center properties upon satisfaction of certain conditions set forth in the Agellan Portfolio Whole Loan documents, including, without limitation, the payment of a release price set forth herein.

 

Condominium Structure. One of the Agellan Properties, owned by Chicago Industrial Properties 1 LP (the “Chicago Industrial Borrower”), is subject to a condominium declaration. The Chicago Industrial Borrower has an approximately 81.15% ownership in common elements, and controls the condominium association’s board of directors. Please see “Description of the Mortgage Pool—Mortgage Pool Characteristics—Fee & Leasehold Estates; Ground Leases” in the Preliminary Prospectus for additional information.


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

 

41 

 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

 

 

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

 

42 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

(GRAPHIC) 

 

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

 

43 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

Mortgage Loan Information
Loan Sellers(1):GSMC
Loan Purpose:Refinance
Credit Assessment 
(Fitch/KBRA/S&P)(10):BBB-sf / BBB(sf) / N/A
Borrower Sponsor:Jay Paul
Borrower:MT1 ABC LLC
Original Balance(1)(2):$75,000,000
Cut-off Date Balance(1)(2):$75,000,000
% by Initial UPB:8.0%
Interest Rate:3.49000%
Payment Date:6th of each month
First Payment Date:March 6, 2020
Maturity Date:February 6, 2030
Amortization:Interest Only
Additional Debt(2)(3):$368,000,000 Pari Passu Debt; $327,000,000 Subordinate Debt
Call Protection(4):L(24), YM1(5), DorYM1(84), O(7)
Lockbox / Cash Management:Hard / In Place

 

Reserves(5)
 InitialMonthlyCap
Taxes:$0$282,271NAP
Insurance:$0SpringingNAP
Replacement:$0$15,858NAP
TI/LC:$53,688,909$0NAP
Rent Concessions:$34,016,766NAPNAP
Property Information
Single Asset / Portfolio:Portfolio of three properties
Property Type:Suburban Office
Collateral:Fee Simple
Location:Sunnyvale, CA
Year Built / Renovated:2008 / NAP
Total Sq. Ft.:951,498
Property Management:Paul Holdings, Inc. d/b/a Jay Paul Company
Underwritten NOI(6)(7):$58,061,321
Underwritten NCF(7):$56,850,031
Appraised Value(7)(8):$1,145,000,000
Appraisal Date(8):October 1, 2021
  
Historical NOI
Most Recent NOI(6):$38,037,092 (December 31, 2019)
2018 NOI(9):$37,570,355 (December 31, 2018)
2017 NOI(9):$31,545,149 (December 31, 2017)
2016 NOI:NAV
  
Historical Occupancy 
Most Recent Occupancy(7):100.0% (January 1, 2021) 
2019 Occupancy:100.0% (December 31, 2019) 
2018 Occupancy:100.0% (December 31, 2018) 
2017 Occupancy:100.0% (December 31, 2017) 


 

Financial Information(1)(2)(7)
Tranche

Cut-off Date

Balance

Balance per Sq. Ft. 

Cut-off / Balloon

LTV

Cut-off / Balloon

U/W DSCR 

NOI / NCF 

U/W Debt Yield

NOI / NCF  

U/W Debt Yield at Balloon

NOI / NCF

Mortgage Loan$75,000,000     
Pari Passu Notes368,000,000     
Total Senior Notes$443,000,000$466 / $46638.7% / 38.7%3.70x / 3.63x13.1% / 12.8%13.1% / 12.8%
Subordinate Debt327,000,000     
Whole Loan$770,000,000$809 / $80967.2% / 67.2%2.13x / 2.09x7.5% / 7.4%7.5% / 7.4%

 

 

(1)The Moffett Towers Buildings A, B & C Whole Loan (as defined below) was co-originated by Goldman Sachs Banks USA (“GSBI”), JPMorgan Chase Bank, National Association (“JPMCB”), and DBR Investments Co. Limited (“DBRI”). GSMC will be contributing Notes A-1-C-2, A-1-C-6 and A-1-C-9, with an aggregate original principal balance of $75,000,000, to the Benchmark 2020-B18 securitization (together, the “Moffett Towers A, B & C Loan”).

(2)The Moffett Towers Buildings A, B & C Loan is part of a whole loan evidenced by 21 senior pari passu notes and three pari passu subordinate notes, with an aggregate outstanding principal balance as of the Cut-off Date of $770.0 million. For additional information, see “The Loan” herein.

(3)See “Current Mezzanine or Subordinate Indebtedness" herein.

(4)The defeasance lockout period will be at least 29 payments beginning with and including the first payment date of March 6, 2020. The borrower has the option to defease the entire $770.0 million Moffett Towers Buildings A, B & C Whole Loan in whole (and not in part) after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) February 6, 2023. The assumed defeasance lockout period of 29 months is based on the expected closing date of the Benchmark 2020-B18 securitization in July 2020. The actual lockout period may be longer. In addition, on and after the payment date in March 2022, the Moffett Towers Buildings A, B & C Whole Loan may be voluntarily prepaid with a prepayment fee equal to the greater of the yield maintenance amount or 1% of the unpaid principal balance of the Moffett Towers Buildings A, B & C Whole Loan as of the prepayment date.

(5)For a full description of reserves, please refer to “Initial and Ongoing Reserves” herein.

(6)The increase from Most Recent NOI to Underwritten NOI is primarily attributable to the signing of four new leases since August 2019 and includes the straight line average of contractual rent step increments over the lease term for investment grade tenants.

(7)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the Moffett Towers Buildings A, B &C Whole Loan was underwritten, based on such prior information. See “Risk Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(8)Based on the “As-Stabilized” portfolio value of $1,145,000,000 as of October 1, 2021. The “As-Stabilized” value assumes that both Google and Comcast accept delivery at the Moffett Towers Buildings A, B & C Property and are paying unabated rent as of October 1, 2021. The appraiser also concluded an “As-Is” appraised value of $995,000,000, which results in a Cut-Off Date LTV and Balloon LTV of 44.5% for the Moffett Towers Buildings A, B & C Senior Notes (as defined below) and 77.4% for the Moffett Towers Buildings A, B & C Whole Loan.

(9)The increase in NOI from 2017 to 2018 is attributable to Google’s lease in Building A which commenced on July 26, 2017. The 2018 NOI represents a full year with Google paying unabated rent in Building A.

(10)Fitch and KBRA provided the listed assessments for the Moffett Towers Buildings A, B & C Loan in the context of its inclusion in the mortgage pool.

 

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

 

44 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

The Loan.  The Moffett Towers Buildings A, B & C Loan is part of a whole loan with an aggregate outstanding principal balance as of the Cut-off Date of $770.0 million (the “Moffett Towers Buildings A, B & C Whole Loan”), which is secured by the borrower’s fee simple interest in three, eight-story Class A office buildings located in Sunnyvale, California (the “Moffett Towers Buildings A, B & C Property”). The Moffett Towers Buildings A, B & C Whole Loan is comprised of (i) a senior loan, comprised of 21 senior pari passu notes with an aggregate principal balance as of the Cut-off Date of $443.0 million (the “Moffett Towers Buildings A, B & C Senior Notes”), three of which (Notes A-1-C-2, A-1-C-6 and A-1-C-9) with an aggregate outstanding principal balance as of the Cut-off Date of $75.0 million are being contributed to the Benchmark 2020-B18 trust and constitute the Moffett Towers Buildings A, B & C Loan, and (ii) three pari passu subordinate notes with an aggregate outstanding principal balance as of the Cut-off Date of $327.0 million (collectively, the “Moffett Towers Buildings A, B & C Subordinate Companion Notes”) as detailed in the note summary table below. The relationship between the holders of the Moffett Towers Buildings A, B & C Senior Notes and Moffett Towers Buildings A, B & C Subordinate Companion Notes is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Moffett Towers Buildings A, B & C Whole Loan” in the Preliminary Prospectus. The Moffett Towers Buildings A, B & C Whole Loan was co-originated by GSBI, DBRI, and JPMCB. The Moffett Towers Buildings A, B & C Whole Loan has a ten-year term and will be interest-only for its entire term.

 

The Moffett Towers Buildings A, B & C Whole Loan proceeds were used to refinance the existing debt on the Moffett Towers Buildings A, B & C Property, return equity to the borrower sponsor, pay leasing commissions, fund upfront reserves and pay origination costs.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date BalanceNote HolderControlling Piece
A-1-C-2, A-1-C-6, A-1-C-9$75,000,000$75,000,000Benchmark 2020-B18(1)No
A-1-C-3, A-1-C-7, A-1-C-10,53,100,00053,100,000GSBI(2)No
A-1-C-4, A-2-C-180,000,00080,000,000Benchmark 2020-IG3No
A-1-C-520,000,00020,000,000JPMDB 2020-COR7No
A-1-S-1, A-2-S-1, A-3-S-11,000,0001,000,000MOFT 2020-ABCNo
A-1-C-1, A-1-C-865,000,00065,000,000GSMS 2020-GC47(3)No
A-2-C-2. A-3-C-2, A-3-C-469,450,00069,450,000Benchmark 2020-IG2No
A-2-C-3, A-2-C-4, A-3-C-1, A-3-C-379,450,00079,450,000Benchmark 2020-B17No
Senior Notes$443,000,000$443,000,000  
Notes B-1, B-2, B-3327,000,000327,000,000MOFT 2020-ABCYes(3)
Whole Loan$770,000,000$770,000,000  
(1)GSMC will be contributing Notes A-1-C-2, A-1-C-6 and A-1-C-9, with an aggregate original principal balance of $75,000,000, to the Benchmark 2020-B18 securitization.

(2)Expected to be contributed to future securitizations.

(3)The initial controlling notes are Note B-1, B-2 and B-3, so long as no Moffett Towers Buildings A, B & C control appraisal period has occurred and is continuing. If and for so long as a Moffett Towers Buildings A, B & C control appraisal period has occurred and is continuing, then the controlling note will be the Note A-1-C-1. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Moffett Towers Buildings A, B & C Whole Loan” in the Preliminary Prospectus. The Moffett Towers Buildings A, B & C Whole Loan is being serviced pursuant to the MOFT 2020-ABC trust and servicing agreement. For so long as no Moffett Towers Buildings A, B & C control appraisal period has occurred and is continuing, the control rights of the Moffett Towers Buildings A, B & C Subordinate Companion Notes will be exercisable by the controlling class under the MOFT 2020-ABC trust and servicing agreement.

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

 

45 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Notes$443,000,00057.5%      Payoff Existing Debt$364,012,737 47.3%    
Subordinate Debt327,000,000      42.5 Return of Equity314,083,651                40.8       
    Upfront Reserves87,705,675               11.4
    Closing Costs2,715,794                0.4
    Leasing Commissions1,482,143                0.2
Total Sources$770,000,000100.0%     Total Uses$770,000,000100.0%    
        

The Borrower / Borrower Sponsor.  The borrower is MT1 ABC LLC, a Delaware limited liability company. The company is structured to be a single purpose bankruptcy-remote entity with the borrower having two independent directors in its organizational structure.

 

The borrower sponsor is Jay Paul Company and the non-recourse carveout guarantor is Paul Guarantor LLC. Founded in 1975, Jay Paul Company is a privately-held real estate firm based in San Francisco, California that concentrates on the acquisition, development and management of commercial properties throughout California with a specific focus on creating projects for technology firms. Jay Paul Company has developed over 13.0 million sq. ft. of institutional quality space including projects for Apple, Amazon, Facebook, Google, Microsoft, HP, Rambus, Nokia, Tencent and DreamWorks. Jay Paul Company owns 25 office buildings in Moffett Park, totaling nearly 7.2 million sq. ft. including Moffett Place, Moffett Gateway, Technology Corner, Moffett Towers and Moffett Towers II.

 

The Properties. The Moffett Towers Buildings A, B & C Property consists of three, eight-story office buildings totaling 951,498 sq. ft. of Class A office space located in Sunnyvale, California. The buildings were built by the borrower sponsor in 2008. As of January 1, 2021, the Moffett Towers Buildings A, B & C Property had an UW Occupancy of 100.0% and according to a third party market research report as of year-end 2019, has maintained an average historical occupancy of approximately 98.1% since 2014. The Moffett Towers Buildings A, B & C Property is a part of a larger seven-building campus known as Moffett Towers (the “Moffett Towers Campus”) which includes approximately 2.0 million sq. ft. of Class A office space, an approximately 48,207 sq. ft. amenities facility, a swimming pool, a café, an outdoor common area space, and two parking structures.

 

The Moffett Towers Campus is 100.0% leased as of February 6, 2020 with Google leasing the entirety of Building A and Building B, four tenants leasing Building C (including Google), and Amazon leasing Buildings D, E, F and G, which are not part of the collateral. The Moffett Towers Buildings A, B & C Property features access to the amenities facility and the enclosed parking structure (the “Moffett Towers Common Area Spaces”). Use of and access to the Moffett Towers Common Area Spaces is governed by certain declarations of covenants, conditions, restrictions, easements and charges agreements (collectively, the “Moffett Towers Lot 1 CCR&Es”) made by the borrower as the sole member of the Moffett Towers Lot I Association LLC and a certain declaration of covenants, conditions, restrictions, easements and charges agreement (the “Moffett Towers Amenities Parcel CCR&E” and together with the Lot 1 CCR&E, collectively, the “Moffett Towers CCR&E”) made by the then-current members of the Moffett Towers Building H & Amenities Parcel Association LLC (each a “Moffett Towers Association” and collectively, the “Moffett Towers Associations”). The borrower is the sole member of the Moffett Towers Lot I Association LLC and the borrower and the owners of the non-collateral buildings at the Moffett Towers Campus are the members of the Moffett Towers Building H & Amenities Parcel Association LLC.

 

The Moffett Towers CCR&Es grant the borrower non-exclusive easement rights over the Moffett Towers Common Area Spaces. The Moffett Towers Associations are obligated to maintain insurance coverage over the Moffett Towers Common Area Spaces and are also responsible for maintenance of the Moffett Towers Common Area Spaces, subject to the terms of the leases. The Moffett Towers CCR&Es delineate shares of the voting interests in the Moffett Towers Associations based on the number of buildings at the Moffett Towers Campus, with each completed building entitled to a proportionate share of the voting interest. In the Moffett Towers Building H & Amenities Parcel Association LLC, the Moffett Towers Buildings A, B & C Property (collectively among all three buildings) is entitled to a 47.595% share of the voting interest in the applicable Moffett Towers Association as of the loan origination date. In the Moffett Towers Lot I Association LLC, each building is entitled to one-third share of the voting interest in the applicable Moffett Towers Association as of the loan origination date.

 

COVID-19 Update. As of July 1, 2020, the Moffett Towers Buildings A, B & C Property is open, however most, if not all, tenants are working remotely. Based on the underwritten rent roll, there are a total of 6 tenant leases at the Moffett Towers Buildings A, B & C Mortgaged Property and 4 of those tenant leases owed rent for June 2020. Of those 4 tenant leases, 1 tenant lease, representing approximately 4% of the expected June 2020 rent collection, did not pay. Two tenants, Google and Comcast, have executed leases but had no rent due under those leases for June 2020. Google is currently in build out of additional leased premises and Comcast is scheduled to relocate at the Moffett Towers Buildings A, B & C Mortgaged Property. Google has executed leases for Buildings B and C, representing approximately 56% of UW Base Rent. Google is expected to take possession of Building B in January 2021. Google has taken possession of its premises in Building C in 2 phases: 96,282 SF in March 2020 and 84,914 SF in July 2020. Google is expected to begin paying rent for Building B, Building C (Phase I) and Building C (Phase II) in October 2021, September 2020 and February 2021, respectively. Comcast has executed a lease extension and relocation for Building C and is expected to take possession of the relocation space in November 2020 and begin paying rent on both the existing space and relocation space in March 2021, representing approximately 13% of UW Base Rent. Approximately 98.8% of the occupied SF paid rent for June 2020, representing 96.3% of the UW Base Rent. As of July 1, 2020, the Moffett Towers Buildings A, B & C Whole Loan is not subject to any modification or forbearance request related to the COVID-19 pandemic. The July debt service payment has been made.

 

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

 

46 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

Tenant / Building(1)
Tenant / Building

Ratings

(Moody’s/Fitch/S&P)(2)

Net Rentable 

Area (Sq. Ft.)(3)

% of Net

Rentable Area

U/W Base 

Rent per Sq. Ft.(4) 

% of Total

U/W Base Rent(4)

Lease

Expiration

Google (Building B)(5)Aa2 / NR / AA+317,16633.3%$60.0035.5% 12/31/2030
Google (Building A)Aa2 / NR / AA+317,166         33.3%$49.57         29.3%6/30/2026
Google (Building C)(6)Aa2 / NR / AA+181,196         19.0%$59.40         20.1%9/30/2027
Comcast(7)A3 / A- / A-111,707         11.7%$60.00         12.5%10/31/2027
Level 10 ConstructionNR / NR / NR12,944           1.4%$55.62           1.3%2/29/2024
Acuitus, IncNR / NR / NR11,319           1.2%$63.65           1.3%8/31/2024
Total / Wtd. Avg. Occupied 951,498        100.0%    $56.39100.0% 
Vacant  0           0.0%   
Total 951,498         100.0%   
       
(1)Based on the underwritten rent roll dated as of January 1, 2021.

(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3)Net Rentable Area (Sq. Ft.) does not include each tenant’s pro-rata share of the amenities facility. The Moffett Towers Buildings A, B & C Property is part of the Moffett Towers Campus. The Moffett Towers Campus includes a certain common area amenities parcel, which is owned by the Moffett Towers Building H & Amenities Parcel Association LLC. The Moffett Towers Campus also includes a Lot 1 common area, which is owned by the Moffett Towers Lot 1 Association LLC. Building owners within the Moffett Towers Campus are members of the associations and share the right to use these areas by virtue of such membership. There is no allocation of the common area amenities to any particular building, and the common areas are not included in the collateral.

(4)U/W Base Rent per Sq. Ft. and % of Total U/W Base Rent excludes the base rent payable on each tenant’s pro-rata share of the amenities facility, with rent steps through February 28, 2021.

(5)Google has executed a lease for Building B but has not yet accepted delivery or begun paying rent. Google is expected to take possession of Building B in January 2021. Additionally, the ongoing COVID-19 pandemic may delay the delivery of the space that Google is expected to take in Building B, which would impact and/ or delay the rent commencement date for the remaining space. We cannot assure you if or when Google will begin paying rent on their delivered space.

(6)Google took possession of the initial phase of their space in Building C (96,282 sq. ft. of the total 181,196) on March 1, 2020 and took possession of the remaining space in Building C (84,914 sq. ft. of the total 181,196) on July 1, 2020.

(7)Comcast has executed a lease extension and relocation for 111,707 sq. ft. The relocation space consists of 40,296 sq. ft. and Comcast is expected to take possession of the relocation space in November 2020 and begin paying rent on both the existing space and relocation space in March 2021. We cannot assure you that Comcast will take occupancy and commence paying rent as expected or at all.

 

Lease Rollover Schedule(1)(2)
Year

# of 

Leases

Expiring

Total 

Expiring 

Sq. Ft.(3) 

% of Total Sq.

Ft. Expiring

Cumulative
Sq. Ft.

Expiring

Cumulative %
of

Sq. Ft. Expiring

Annual 

U/W Base

Rent per Sq. Ft. Expiring(4)

% U/W Base Rent

Expiring(4)

Cumulative %

of U/W

Base Rent Expiring(4)

MTM00   0.0%00.0%$0.00  0.0%0.0%
202000   0.0%00.0%$0.00 0.0%0.0%
202100   0.0%00.0%$0.00 0.0%0.0%
202200   0.0%00.0%$0.00 0.0%0.0%
202300   0.0%00.0%$0.00 0.0%0.0%
2024224,263   2.5%24,2632.5%$59.37 2.7%2.7%
202500   0.0%24,2632.5%$0.00 0.0%2.7%
20261317,166  33.3%341,42935.9%$49.5729.3%32.0%
20272292,903  30.8%634,33266.7%$59.6332.5%64.5%
202800    0.0%634,33266.7%$0.00  0.0%64.5%
202900    0.0%634,33266.7%$0.00  0.0%64.5%
20301317,166   33.3%951,498100.0%$60.0035.5%100.0%
2031 & Thereafter00     0.0%951,498100.0%$0.00  0.0%100.0%
VacantNAP0     0.0%951,498100.0%NAP   NAP  NAP
Total / Wtd. Avg.6951,498 100.0%  $56.39100.0% 
(1)Based on the underwritten rent roll dated January 1, 2021.

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

(3)Total Expiring Sq. Ft. does not include each tenant’s pro-rata share of the amenities facility. The Moffett Towers Campus includes a certain common area amenities parcel, which is owned by the Moffett Towers Building H & Amenities Parcel Association LLC. The Moffett Towers Campus also includes a Lot 1 common area, which is owned by the Moffett Towers Lot 1 Association LLC. Building owners within the Moffett Towers Campus are members of the associations and share the right to use these areas by virtue of such membership. There is no allocation of the common area amenities to any particular building, and the common areas are not included in the collateral.

(4)Annual U/W Base Rent per Sq. Ft. Expiring, % of U/W Base Rent Expiring, and Cumulative % of U/W Base Rent Expiring include rent steps through February 28, 2021.

 

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

 

47 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

Major Tenants. The largest tenant, Google (815,528 sq. ft.; 85.7% of NRA; 84.8% of U/W Base Rent) leases a total of 815,528 sq. ft. at the Moffett Towers Buildings A, B & C Property via three separate leases with a weighted average remaining lease term of 8.3 years as of the origination date. Google originally leased a portion of Building A via a subsidiary in 2012 and Google has since expanded, now leasing the entirety of Buildings A & B, and 57.1% of Building C. Each of Google’s leases is triple-net, features a seven-year extension option and does not include any early termination rights.

 

Google has executed a lease for Building B but has not yet accepted delivery or begun paying rent. Google is expected to take possession of Building B in January 2021. Additionally, the ongoing COVID-19 pandemic may delay the delivery of the remaining space that Google is expected to take in Building B, which would impact and/or delay the rent commencement date for such space. We cannot assure you if or when the space will be delivered or when Google will begin paying rent on their delivered space.

 

Google took possession of the initial phase of their space in Building C (96,282 SF of the total 181,196) on March 1, 2020 and took possession of the remaining space in Building C (84,914 sq. ft. of the total 181,196) on July 1, 2020.

 

Google, through an affiliate, has occupied the Moffett Towers Buildings A, B & C Property in some capacity since 2012 and is currently in the process of its third expansion. The Moffett Towers Buildings A, B & C Property is located just four miles east of Google’s world headquarters in Mountain View, California. Further, the Moffett Towers Buildings A, B & C Property is across the street from the NASA-owned Moffett Naval Airfield. In 2014, Google entered into a 60-year lease of Moffett Naval Airfield, an approximate total obligation of more than $1.1 billion. Google reportedly is in the process of investing more than $200 million to renovate the airfield, including major renovations to the three hangars, and has expressed that it plans to use the facility for research, development, assembly and testing in various emerging technologies. Google also uses the facility as a private airport for their corporate planes for the founders and top executives.

 

The second largest tenant, Comcast (111,707 sq. ft.; 11.7% of NRA; 12.5% of U/W Base Rent) leases 111,707 sq. ft. through October 31, 2027. Comcast’s lease is triple-net, includes 3.0% annual rent increases, features one five-year extension option and no early termination rights. Comcast began leasing space at the Moffett Towers Buildings A, B & C Property in 2011 via an affiliate (Plaxo, Inc.). Comcast has executed a lease extension and relocation for a total of 111,707 sq. ft. and has not yet accepted delivery or begun paying rent on the 40,296 sq. ft. of relocation space. Comcast is expected to begin paying rent on both the existing space and relocation premises in March 2021. We cannot assure you that Comcast will take occupancy and commence paying rent as expected or at all.

 

Environmental Matters. According to the Phase I environmental report dated January 14, 2020, there are no recognized environmental conditions or recommendations for further action at the Moffett Towers Buildings A, B & C Property.

 

The Market. The Moffett Towers Buildings A, B & C Property is located in Moffett Park, in Sunnyvale, California which is located in Silicon Valley. Moffett Park is an approximately 519-acre area comprised of office spaces and research and development buildings. Notable technology firms currently in Moffett Park include Google, Hewlett Packard, Juniper Networks, Amazon, Lockheed-Martin, Microsoft, NetApp and Rambus. The Moffett Towers Buildings A, B & C Property is north of State Highway 237, which forms the southern border of the Moffett Park area and provides access from Interstate 680 and Interstate 280 to the northeast and U.S. Highway 101 in Sunnyvale to the southwest. U.S. Highway 101 runs northward through San Francisco and southward through San Jose, terminating in the city of Los Angeles. The Santa Clara County Transit System station is located within approximately one mile from the Moffett Towers Campus and services the surrounding residential communities.

 

According to the appraisal, the Moffett Park office submarket contains 11.2 million sq. ft. and recorded an average asking rent of $67.80 per sq. ft. annually as of January 7, 2020. The submarket’s vacancy rate was noted at 3.4% and has not exceeded 7.1% since 2012. According to the appraisal, Moffett Park contains approximately 9.0 million sq. ft. of four and five star office properties which recorded an average asking rent of $71.64 per sq. ft. annually as of January 7, 2020. The Class A segment of the submarket features a vacancy rate of 1.5%.

 

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

 

48 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

The appraisal identified five comparable office leases that had NNN base rents ranging from $50.40 to $72.00 per sq. ft. with a weighted average of $60.24 per sq. ft. The appraiser concluded to a NNN market rent of $60.00 per sq. ft.

 

Comparable Office Leases(1)
Property Name / LocationYear BuiltStoriesTenant NameTenant
Leased Space
Lease DateLease Term
(years)
Base Rent per
Sq. Ft.
Moffett Towers Buildings A, B & C20088Various951,498VariousVarious$56.39(2)

190 & 200 Mathilda Pl

Sunnyvale, CA

20025Uber Technologies, Inc.290,926June-2010.5         $72.00

620 National Ave

Mountain View, CA

20164Google, Inc.151,998Dec-1810.0$59.40   

625 N Mary Ave

Sunnyvale, CA

20203Proofpoint, Inc.242,400Nov-1810.6$57.60   

520 Almanor Ave

Sunnyvale, CA

20194Nokia, Inc.231,000Sep-1812.5$50.40  

221 N Mathilda Ave

Sunnyvale, CA

2019323andMe, Inc.154,987Jun-1812.0$60.00  
(1)Source: Appraisal.

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

 

Cash Flow Analysis.

 

Cash Flow Analysis(1)
 201720182019U/W(2)         U/W PSF
Base Rent(3)$31,760,276$37,874,365$37,993,927$58,967,821$61.97
Total Reimbursement Revenue11,793,73211,467,50312,298,70111,126,970$11.69
Total Other Income0001,302,777$1.37
Gross Revenue$43,554,008$49,341,867$50,292,627$71,397,567$75.04
Vacancy Loss000(2,141,927)$(2.25)
Effective Gross Revenue$43,554,008$49,341,867$50,292,627$69,255,640$72.79
Total Operating Expenses12,008,85811,771,51212,255,53511,194,319$11.76
Net Operating Income(4)(5)$31,545,149$37,570,355$38,037,092$58,061,321$61.02
Tenant Improvements000510,495$0.54
Leasing Commissions000510,495$0.54
Replacement Reserves000190,300$0.20
Net Cash Flow$31,545,149$37,570,355$38,037,092$56,850,031$59.75
(1)Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)U/W cash flow based on annualized in-place rents as of January 1, 2021, with rent steps through February 28, 2021. For avoidance of doubt, no COVID-19 specific adjustments have been incorporated in the lender U/W.

(3)Base Rent includes $5,182,847 of straight line office rent steps over the lease term for investment grade tenants (Google and Comcast) and $125,834 of straight line amenities facility rent steps through February 28, 2021.

(4)The increase in NOI from 2017 to 2018 is attributable to Google’s lease in Building A which commenced on July 26, 2017. The 2018 NOI represents a full year with Google paying unabated rent in Building A.

(5)The increase from 2019 NOI to U/W NOI is primarily attributable to the signing of four new leases since August 2019 and includes the straight line average of contractual rent step increments over the lease term for investment grade tenants (Google and Comcast).

 

Property Management. The Moffett Towers Buildings A, B & C Property is managed by Paul Holdings, Inc. d/b/a Jay Paul Company, the borrower sponsor.

 

Initial and Ongoing Reserves. At loan origination, the borrower deposited approximately (i) $53,688,909 into a tenant improvement allowances and leasing commissions reserve and (ii) approximately $34,016,766 into a rent concessions reserve, which includes approximately $11,268,221 for free rent and approximately $22,748,545 for gap rent.

 

Tax Reserve. The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the estimated annual real estate taxes (initially estimated at $282,271).

 

Insurance Reserve. The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums, unless an acceptable blanket policy is in effect. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve. The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $15,858 for replacement reserves.

 

Lease Sweep Reserve. During a Lease Sweep Period (as defined below), all excess cash flow after payment of debt service, required reserves and budgeted operating expenses is required to be deposited into a lease sweep reserve until amounts on deposit equal the

 

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

 

49 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

Lease Sweep Cap Amount (as defined below). In the event that excess cash flow is not sufficient to meet the Required Minimum Monthly Lease Sweep Deposit Amount (as defined below), the borrower is required to deposit such minimum required amount.

 

A “Required Minimum Monthly Lease Sweep Deposit Amount” means, during a Lease Sweep Period, an amount equal to (i) with respect to a Lease Sweep Period continuing due to a lease sweep trigger relating to Google lease (Building A), $875,044.76, (ii) with respect to a Lease Sweep Period continuing due to a lease sweep trigger relating to Google lease (Building B), $875,044.76 and (iii) with respect to a Lease Sweep Period continuing due to a lease sweep trigger relating to Google lease (Building C), $499,910.49; provided, that, to the extent a Lease Sweep Period is continuing due to a lease sweep trigger relating to more than one Google lease, such amounts set forth above will be aggregated based on all Google leases then in a Lease Sweep Period on the monthly payment date in question (i.e., if, on a monthly payment date, one or more Lease Sweep Periods are continuing which affect all Google leases, the Required Minimum Monthly Lease Sweep Deposit Amount for such monthly payment date will be $2,250,000.01).

 

Additionally, during the continuance of a Trigger Period (as defined below) other than a Lease Sweep Period, all amounts in excess of the monthly debt service payment, required reserves and budgeted operating expenses are required to be reserved in a cash collateral reserve, capped, if such Trigger Period was caused by a Low DSCR Event, at $47,574,900.

 

Lockbox / Cash Management. The Moffett Towers Buildings A, B & C Whole Loan is structured with a hard lockbox and in place cash management. The borrower is required to direct all existing tenants of the Moffett Towers Buildings A, B & C Property to directly deposit all rents into a deposit account controlled by the lender. Funds in the deposit account are required to be applied and disbursed in accordance with the Moffett Towers Buildings A, B & C Whole Loan documents. During a Trigger Period, all excess cash after payment of the monthly debt service on the Moffett Towers Buildings A, B & C Whole Loan, all required reserves and budgeted operating expenses, and certain other items in the payment waterfall described in the Moffett Towers Buildings A, B & C Whole Loan documents will be reserved as additional collateral for the Moffett Towers Buildings A, B & C Whole Loan.

 

A “Trigger Period” will be continuing (i) upon an event of default under the Moffett Towers Buildings A, B & C Whole Loan until cured, (ii) upon the debt service coverage ratio as calculated in the Moffett Towers Buildings A, B & C Whole Loan documents being less than 1.15x (assuming amortization) (a “Low DSCR Event”) until the earlier of the date (a) the Moffett Towers Buildings A, B & C Property achieves a debt service coverage ratio of at least 1.15x (assuming amortization) for one calendar quarter or (b) amounts on deposit in the cash collateral reserve equal $47,574,900, or (iii) during the continuance of a Lease Sweep Period.

 

A “Lease Sweep Period” will be in effect upon the earliest to occur (a) of October 1, 2025 with respect to Building A or the date that is nine months prior to the date any Google Tenant (or any replacement tenant of space leased by Google Tenant) lease expires with respect to Building B and Building C and Google Tenant (or any replacement tenant of space leased by Google Tenant) has not given notice of its intent to renew until either the Reserve Requirement is met or a Renewal or Re-tenanting occurs, (b) the date on which the Google Tenant (or any replacement tenant of 75% or more of the space leased by the Google Tenant) surrenders, cancels or terminates or gives notice of its intent to surrender, cancel or terminate any of its leases at the Moffett Towers Buildings A, B & C Property unless a replacement lease to one or more entities (or subsidiary of such entity) that is rated investment grade by at least two of Moody’s, S&P or Fitch (an “Investment Grade Tenant”) has been entered into until either the Reserve Requirement is met or a Renewal or Re-tenanting occurs, (c) the date on which the Google Tenant (or any replacement tenant of 75% or more of the space leased by the Google Tenant) ceases operating its business in 20.0% or more of the space in a building subject to its leases (the “Dark Space”) (unless such tenant ceasing to operate (1) is the Google Tenant, (2) is an Investment Grade Tenant or (3) has subleased such space to one or more Investment Grade Tenants who has accepted delivery of such space, and is paying unabated rent at a contract rate no less than the contract rate required under the applicable lease until either the Reserve Requirement is met or a Renewal or Re-tenanting occurs, (d) upon the occurrence of default under any lease by the Google Tenant (or any replacement tenant of 75% or more of the space leased by the Google Tenant) until either such default is cured and no other default occurs for three consecutive months or the Reserve Requirement is met, (e) a bankruptcy of the Google Tenant or any parent entity under the applicable lease until the related bankruptcy proceedings have terminated and the applicable lease has been affirmed, assumed or assigned in a manner satisfactory to the lender, and (f) the date on which the Google Tenant (or any replacement tenant of space leased by the Google Tenant) is no longer an Investment Grade Tenant until one of (1) such tenant becomes an Investment Grade Tenant again, (2) the Reserve Requirement is met or (3) a Renewal or Re-tenanting occurs.

 

The “Google Tenant” means the Google entity that is the tenant under the leases existing on the origination date.

 

A “Renewal or Re-tenanting” means the Google Tenant irrevocably renews its lease or at least 75% of the space demised under such lease has been re-tenanted pursuant to one or more leases meeting certain requirements under the mortgage loan agreement, as applicable.

 

A “Reserve Requirement” means funds equal to the applicable Lease Sweep Cap Amount (as defined below) have been deposited into the lease sweep reserve or the borrower has delivered an acceptable letter of credit in such applicable amount to the lender for such amount.

 

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

 

50 

 

 

1000, 1020 and 1050 Enterprise Way

Sunnyvale, CA 94089

Collateral Asset Summary – Loan No. 2 

Moffett Towers Buildings A, B & C 

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield(7):

$75,000,000

38.7%

3.63x

13.1%

 

A “Lease Sweep Cap Amount” means the largest amount applicable to the Lease Sweep Periods then occurring as follows:

i.with respect to a Lease Sweep Period continuing solely pursuant to clause (a) or (b), $45.00 per rentable square foot under the applicable lease (or if Building B has been released in accordance with the terms of the Moffett Towers Buildings A, B & C Whole Loan documents, $45.00 per rentable square foot that is leased pursuant to the applicable lease and every other lease existing at the Moffett Towers Buildings A, B & C Property with the same tenant or its affiliates, until such time as one of the remaining Google leases has been renewed or replaced, at which time, the Lease Sweep Cap Amount will revert back to $45.00 per rentable square foot under the applicable lease);
ii.with respect to a Lease Sweep Period continuing solely pursuant to clause (d), an amount equal to $35.00 per rentable square foot under the applicable lease);
iii.with respect to a Lease Sweep Period continuing pursuant to clause (c), whether or not a Lease Sweep Period pursuant to any other clause is concurrently continuing, $50.00 per rentable square foot of the dark space demised under the applicable lease; and
iv.with respect to a Lease Sweep Period continuing pursuant to a clause (f), whether or not a Lease Sweep Period pursuant to any other clause is concurrently continuing, an amount equal to $50.00 per rentable square foot under all leases with such downgraded tenant.

 

Current Mezzanine or Subordinate Indebtedness. The Moffett Towers Buildings A, B & C Subordinate Companion Notes have an aggregate outstanding principal balance as of the Cut-off Date of $327.0 million, and accrue interest at a fixed rate of 3.49000% per annum. The Moffett Towers Buildings A, B & C Subordinate Companion Notes have a ten-year term and are interest-only for the full term. For additional information, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Moffett Towers Buildings A, B & C Whole Loan” in the Preliminary Prospectus.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. At any time on or after the payment date in March 2022, the borrower is permitted to obtain the release of up to two (but not more than two) individual buildings that comprise the Moffett Towers Buildings A, B & C Property from the lien of the mortgage in connection with a bona fide third-party sale of such building or a transfer of such building to an affiliate for purposes of refinancing such building upon, among other conditions, (a) payment of the applicable Release Price, (b) no event of default under the Moffett Towers Buildings A, B & C Whole Loan documents is continuing, (c) after giving effect to the release, the debt service coverage ratio is no less than the greater of the debt service coverage ratio immediately prior to such release and 1.44x, (d) after giving effect to the release, the debt yield is no less than the greater of the debt yield immediately preceding such release and 7.75%, (e) after giving effect to the release, the loan to value ratio is not more than the lesser of the loan to value ratio immediately preceding such release and 70.0% and (f) delivery of customary REMIC opinions.

 

“Release Price” means an amount equal to (a) with respect to the release of Building A or Building C, the greater of (1) 100% of the net sales proceeds of a sale or refinance of such parcel and (2) 115% of the allocated loan amount and (b) with respect to the release of Building B, the greater of (1) 100% of the net sales proceeds of a sale or refinance of such parcel and (2) 125% of the allocated loan amount, in each case together with the payment of any accrued and unpaid interest and any applicable prepayment fee.

 

Common Area Subdivision. The borrower has the right to cause the Moffett Towers Lot I Association LLC to subdivide and release a portion of the Lot 1 Common Area in connection with the construction of another office building that may be approximately nine stories tall and contain approximately 326,666 rentable square feet so long as, among other conditions in the Moffett Towers Buildings A, B & C Whole Loan documents, such subdivision and release will not materially adversely affect the Moffett Towers Buildings A, B & C Property or its use or operation and is in compliance with the terms of other material documents related to the Moffett Towers Buildings A, B & C Property such as any leases or reciprocal easement agreements. See “Description of the Mortgage Pool—Condominium and Other Shared Interests” in the Preliminary Prospectus. In addition, the borrower has recently requested that the lender consent to an amendment to the operating agreement of Moffett Towers Building H & Amenities Parcel Association LLC (the “Amenities Parcel Association”), which is the owner of the Lot 3 Common Area, to allow the Amenities Parcel Association to subdivide and release a portion of the Lot 3 Common Area in connection with the construction of another office building on such parcel that may be no more than nine stories tall and contain no more than 326,666 rentable square feet, subject to certain conditions set forth in such operating agreement. The lender is still reviewing this request.

 

The “Lot 1 Common Area” comprises all of the Moffett Towers Buildings A, B & C Property that makes up lot 1 of the Moffett Towers Campus, other than the three buildings that comprise the collateral for the Moffett Towers Buildings A, B & C Whole Loan. The Lot 1 Common Area includes two parking structures and certain surface parking spaces in lot 1 of the Moffett Towers Campus, together with the landscaping, sidewalks, driveways and roadways within lot 1 of the Moffett Towers Campus. The “Lot 3 Common Area” comprises all of the property that makes up lot 3 of the Moffett Towers Campus, other than the four office buildings that are located on such lot 3 and are collateral for other loans.

 

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

 

51 

 

 

 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

 (GRAPHIC)

 

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

 

52 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

(GRAPHIC) 

 

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

 

53 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

Mortgage Loan Information
Loan Seller:GSMC
Loan Purpose:Refinance
Borrower Sponsors:Brett Michael Lipman; Farshid Steve Shokouhi
Borrower:Preylock Tropical Distribution Center, LLC
Original Balance:$75,000,000
Cut-off Date Balance:$75,000,000
% by Initial UPB:8.0%
Interest Rate(1):3.59300%
Payment Date:6th of each month
First Payment Date:August 6, 2020
Anticipated Repayment Date:July 6, 2030
Final Maturity Date:June 6, 2034
Amortization:Interest Only, ARD
Additional Debt:None
Call Protection:L(24), D(91), O(5)
Lockbox / Cash Management:Hard / Springing

 

Reserves(2)
 InitialMonthly         Cap
Taxes:$0SpringingNAP
Insurance:$0SpringingNAP
Replacement:$0SpringingNAP
TI/LC:$0$0NAP
Unfunded Obligations:$0SpringingNAP
Property Information
Single Asset / Portfolio:Single Asset
Property Type:Warehouse/Distribution Industrial
Collateral:Fee Simple
Location:Las Vegas, NV
Year Built / Renovated:2019 / NAP
Total Sq. Ft.:855,000
Property Management:Preylock Holdings, Inc.
Underwritten NOI:$5,773,329
Underwritten NCF:$5,730,579
Appraised Value:$110,000,000
Appraisal Date:April 14, 2020
 

 Historical NOI(3)

Most Recent NOI:NAV
2019 NOI:NAV
2018 NOI:NAP
2017 NOI:NAP
 
Historical Occupancy(3)
Most Recent Occupancy:100.0% (July 1, 2020)
2019 Occupancy:NAV
2018 Occupancy :NAP
2017 Occupancy:NAP
  


Financial Information
TrancheCut-off Date Balance

Balance per Sq. Ft. 

Cut-off / Balloon 

LTV 

Cut-off / Balloon 

U/W DSCR 

NOI / NCF 

U/W Debt Yield 

NOI / NCF  

U/W Debt Yield at Balloon 

NOI / NCF 

Mortgage Loan$75,000,000$88 / $8868.2% / 68.2%2.11x / 2.10x7.7% / 7.6%7.7% / 7.6%

(1)From and after July 6, 2030, (i) the Tropical Distribution Center Loan (as defined below) accrues interest at the greater of (x) 6.09300% and (y) the 10-year swap rate as of July 6, 2030 plus 250 basis points (not to exceed the maximum rate permitted by applicable law) (the “Adjusted Interest Rate”) and requires monthly payments of interest only at 3.59300%, and (ii) the excess of the interest accruing at the Adjusted Interest Rate over interest accruing at the Initial Interest Rate will be deferred, accrue interest at the Adjusted Interest Rate to the extent permitted by applicable law, and paid after the remaining principal balance of the Tropical Distribution Center Loan (as defined below) has reached zero.

(2)See “Initial and Ongoing Reserves” herein.

(3)The Tropical Distribution Center Property (as defined below) was built in 2019, and therefore Historical NOI and Historical Occupancy information is not available.

 

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

 

54 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

The Loan.  The Tropical Distribution Center mortgage loan (the “Tropical Distribution Center Loan”) is a fixed rate loan secured by a first deed of trust encumbering the borrower’s fee simple interest in a warehouse/distribution industrial property located in Las Vegas, Nevada (the “Tropical Distribution Center Property”). The Tropical Distribution Center Loan is evidenced by a promissory note with an original principal balance and outstanding principal balance as of the Cut-off Date of $75,000,000.

 

The Tropical Distribution Center Loan has an anticipated repayment date of the payment date in July 2030 (the “ARD”) and a final maturity date of the payment date in June 2034 (“Final Maturity Date”). Prior to the ARD, the Tropical Distribution Center Loan accrues interest at a fixed rate equal to 3.59300% per annum (the “Initial Interest Rate”) and requires monthly payments of interest only at the Initial Interest Rate. From and after the ARD, (i) the Tropical Distribution Center Loan accrues interest at the greater of (x) 6.09300% and (y) the 10-year swap rate as of the ARD plus 250 basis points (not to exceed the maximum rate permitted by applicable law) and requires monthly payments of interest only at the Initial Interest Rate, and (ii) the excess of the interest accruing at the Adjusted Interest Rate over interest accruing at the Initial Interest Rate will be deferred, accrue interest at the Adjusted Interest Rate to the extent permitted by applicable law, and paid after the remaining principal balance of the Tropical Distribution Center Loan has reached zero.

 

The Tropical Distribution Center Loan proceeds were used to refinance existing debt on the Tropical Distribution Center Property. The most recent prior financing of the Tropical Distribution Center Property was not included in a securitization.

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Mortgage Loan$75,000,000100.0% Loan Payoff$68,238,20091.0%
    Return of Equity6,326,569   8.4
    Closing Costs435,231        0.6
Total Sources$75,000,000100.0% Total Uses$75,000,000100.0%

 

The Borrower / Borrower Sponsors. The borrower is Preylock Tropical Distribution Center, LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Tropical Distribution Center Loan.

 

The borrower sponsors and non-recourse carveout guarantors are Brett Michael Lipman and Farshid Steve Shokouhi. Mr. Lipman and Mr. Shokouhj are two of the founding members of Preylock. Preylock is a real estate acquisition and management company with over $2.0 billion of assets under management.

 

The Property. The Tropical Distribution Center Property is a single-story warehouse/distribution industrial building totaling approximately 855,000 sq. ft. located in Las Vegas, Nevada. The Tropical Distribution Center Property was constructed in 2019 on a 71.5-acre site and features 40-foot clear height, 68 dock high doors and two drive in doors. The borrower purchased the Tropical Distribution Center Property for $110 million in May 2020. Additionally, the Tropical Distribution Center Property contains 2,945 total parking spaces, including 2,477 regular parking spaces, 36 handicap parking spaces, 424 trailer spaces, and 8 motorcycle spaces (0.5 spaces per 1,000 sq. ft.).

 

Sole Tenant. Amazon.com Services LLC (855,000 sq. ft.; 100.0% of NRA; 100.0% of U/W Base Rent). Incorporated in 2002 and based in Seattle, Washington, Amazon.com Services LLC (“Amazon Services”) distributes consumer products, which are later sold by Amazon.com, Inc. (“Amazon”) through its website. Amazon Services operates as a wholly owned subsidiary of Amazon and employs 1,800 employees. Founded in 1994, Amazon is a multinational technology company focusing in e-commerce, cloud computing, and artificial intelligence, and is headquartered in Seattle, Washington. At the Tropical Distribution Center Property, Amazon Services leases 855,000 sq. ft. under a triple net lease expiring on June 30, 2034. The payment obligations under the Amazon Services lease are guaranteed by Amazon pursuant to a Limited Payment Guaranty and the Amazon Services lease has three, five-year renewal options remaining.

 

COVID-19 Update. As of July 1, 2020 the Tropical Distribution Center Property is open. For May and June 2020, 100% of the sq. ft. and UW Base Rent payments were collected.

 

Tenant Summary(1)
  Tenant

Ratings 

(Fitch/Moody’s/S&P)(2) 

Net Rentable 

Area (Sq. Ft.) 

% of Net 

Rentable Area 

U/W Base  

Rent Per Sq. Ft. 

% of Total 

U/W Base Rent 

Lease 

Expiration 

Amazon.com Services LLC(3)A+ / A2 / AA-855,000100.0%$5.98100.0%6/30/2034
Total / Wtd. Avg. Occupied 855,000100.0%$5.98100.0% 
Vacant Space 0 0.0   
Total / Wtd. Avg. 855,000100.0%   
       
(1)Based on the underwritten rent roll dated as of July 1, 2020 with rent steps through July 31, 2021.

(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3)Amazon.com Services LLC has three, five-year renewal options.

 

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

 

55 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

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. 

% U/W Base Rent 

Rolling 

Cumulative % 

of U/W 

Base Rent 

MTM000.0% 00.0%$0.000.0%0.0%
2020000.0%00.0%$0.000.0%0.0%
2021000.0%00.0%$0.000.0%0.0%
2022000.0%00.0%$0.000.0%0.0%
2023000.0%00.0%$0.000.0%0.0%
2024000.0%00.0%$0.000.0%0.0%
2025000.0%00.0%$0.000.0%0.0%
2026000.0%00.0%$0.000.0%0.0%
2027000.0%00.0%$0.000.0%0.0%
2028000.0%00.0%$0.000.0%0.0%
2029000.0%00.0%$0.000.0%0.0%
2030000.0%00.0%$0.000.0%0.0%
2031 & Thereafter1          855,000100.0%855,000100.0%$5.98100.0%100.0%
VacantNAP00.0%855,000100.0%NAP NAP   NAP 
Total / Wtd. Avg.1855,000100.0%  $5.98100.0% 
(1)Based on the underwritten rent roll dated as of July 1, 2020 with rent steps through July 31, 2021.

 

Environmental Matters. The Phase I environmental report dated April 21, 2020 identified no recognized environmental conditions at the Tropical Distribution Center Property.

 

The Market. According to the appraisal, the Tropical Distribution Center Property is located within the Las Vegas industrial market and Northeast Las Vegas submarket. As of year-end 2019, the Las Vegas warehouse/distribution market had approximately 92.3 million sq. ft. of industrial space with a vacancy of 7.1%. The Northeast Las Vegas submarket had approximately 19.6 million sq. ft. of industrial space with a vacancy of 15.5%. The Northeast Las Vegas submarket absorbed approximately 1.7 million net sq. ft. as of year-end 2019. Average rental rates in the submarket were reported at $6.36 per sq. ft.

 

The appraisal identified five comparable industrial leases for the Tropical Distribution Center Property that had base rents ranging from $4.65 to $8.25 per sq. ft.

 

Comparable Industrial Leases(1)
Property Name / LocationYear BuiltTenant NameTenant Leased SpaceLease DateLease Term (years)Base Rent Per Sq. Ft.

Tropical Distribution Center Property 

Las Vegas, NV 

2019Amazon.com Services LLC(2)   855,000(2)June-19(2)15.0(2)$5.98(2)

Industrial Building 

Henderson, NV 

2019Confidential616,388June-2015.0$8.25

LogistiCenter at Las Vegas Blvd. 

North Las Vegas, NV 

2017Sofidel America Corp.546,480March-185.0$4.68

Amazon 

North Las Vegas, NV 

2017Amazon813,120August-1710.0$4.65

Northgate Distribution Center 

North Las Vegas, NV 

2017Confidential500,000August-1710.0$4.77

Northgate Business Park 

North Las Vegas, NV 

2016Confidential400,000May-1710.0$5.24
(1)Source: Appraisal.

(2)Based on the underwritten rent roll dated as of July 1, 2020. Base Rent Per Sq. Ft. includes rental revenue as of May 1, 2020, with rent steps through July 31, 2021.

 

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

 

56 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

Cash Flow Analysis.

 

Cash Flow Analysis(1)
 U/WU/W PSF
Base Rent(2)$5,114,610$5.98
Contractual Rent Steps(3)835,5290.98
Total Reimbursement Revenue1,122,2651.31
Gross Revenue$7,072,404$8.27
Vacancy Loss(4)(176,810)(0.21)
Effective Gross Revenue$6,895,594$8.07
Total Operating Expenses1,122,2651.31
Net Operating Income$5,773,329$6.75
TI/LC00.00
Replacement Reserves42,7500.05
Net Cash Flow$5,730,579$6.70

(1)Historical cash flows and occupancy are not available as the Tropical Distribution Center Property was constructed in 2019.

(2)U/W Base Rent is based on the underwritten rent roll dated as of July 1, 2020 inclusive of rent steps through July 31, 2021.

(3)Present value of contractual rent steps through the lease term.

(4)U/W Vacancy Loss includes an adjustment of 2.5%. The Tropical Distribution Center Property is 100.0% occupied as of July 1, 2020.

 

Property Management. The Tropical Distribution Center Property is managed by Preylock Holdings, Inc., an affiliate of the borrower.

 

Lockbox / Cash Management. The Tropical Distribution Center Loan is structured with a hard lockbox and springing cash management. The related loan documents require that the borrower cause all rents relating to the Tropical Distribution Center Property to be deposited directly in the deposit account. On each business day following the ARD or during the continuance of a Tropical Distribution Center Trigger Period (as defined below), all amounts in the deposit account are required to be remitted to a lender-controlled cash management account. Upon the occurrence and during the continuance of the ARD or a Tropical Distribution Center Trigger Period, all funds in the cash management account are to be applied and disbursed for payment of taxes, insurance premiums, operating expenses, debt service, reserves, and other amounts payable in accordance with the Tropical Distribution Center Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Tropical Distribution Center Loan documents are required (x) prior to the ARD, to be held by the lender in an excess cash flow reserve account as additional collateral for the Tropical Distribution Center Loan or (y) following the ARD, applied to pay down the principal balance of the Tropical Distribution Center Loan. Upon the occurrence and during the continuance of an event of default under the Tropical Distribution Center Loan documents, the lender may apply funds to the debt in such priority as it may determine.

 

A “Tropical Distribution Center Trigger Period” means, until the ARD, each period (x) commencing upon the earliest of (i) an event of default under the Tropical Distribution Center Loan, (ii) the debt yield as of the first day of any calendar quarter is less than 6.50% for the previous calendar quarter and (iii) the occurrence of a Tropical Distribution Center Lease Sweep Period (as defined below) and (y) expiring, provided that no other Tropical Distribution Center Trigger Period has commenced and is then continuing, (a) with regard to clause (i) above, upon the cure or waiver of such event of default, (b) with regard to clause (ii) above, upon the date on which (1) the debt yield is at least 6.50% for the immediately preceding calendar quarter as of the first day of two consecutive calendar quarters or (2) the borrower defeases a portion of the Tropical Distribution Center Loan equal to (A) 105% multiplied by (B) the portion of the Tropical Distribution Center Loan such that the debt yield would be at least 6.50% following the defeasance of such amount, or (c) with regard to clause (iii) above, upon the termination of such Tropical Distribution Center Lease Sweep Period.

 

A “Tropical Distribution Center Lease Sweep Period” means the period (x) commencing upon (a) the early termination, cancellation or surrender of the Amazon Services lease or the borrower’s receipt of notice from Amazon Services of its intent to effect an early termination, cancellation or surrender of its lease; (b) the date upon which Amazon Services has gone dark in all or substantially all of its space for 60 consecutive days without the intent of re-occupying its space (excluding events related to a casualty or condemnation of the Tropical Distribution Center Property or renovations permitted under the Amazon Services lease); (c) any (1) material non-monetary default by the Amazon Services under the Amazon Services lease which continues beyond any applicable notice and cure period and for which landlord delivers a termination notice to Amazon Services or (2) material monetary default under the Amazon Services lease Amazon Services beyond applicable notice and cure periods; (d) Amazon Services or Amazon becomes a debtor under a voluntary or involuntary bankruptcy petition that is not dismissed within 90 days of such filing (unless and until the Amazon Services lease is affirmed in such bankruptcy proceeding); or (e) upon a decline in the credit rating of Amazon’s long term debt rating below “BBB+” by S&P or any other equivalent rating by any other rating agency; and (y) ending upon (1) with respect to clause (b) above, Amazon Services resuming occupancy of the space demised under its lease for two consecutive calendar quarters; (2) with respect to clause (c) above, such default has been cured; (3) with respect to clause (d) above, such bankruptcy proceeding has been dismissed or otherwise terminated in a manner reasonably satisfactory to the lender and the related lease has been affirmed; and (4) with respect to clause (e) above, the long-term debt rating for Amazon is upgraded to “BBB+” or higher by S&P or upgraded to an equivalent rating by the rating agency whose action triggered the Tropical Distribution Center Lease Sweep Period described in clause (e) above.

 

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

 

57 

 

 

6001 East Tropical Parkway 

Las Vegas, NV 89115 

Collateral Asset Summary – Loan No. 3 

Tropical Distribution Center 

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$75,000,000 

68.2% 

2.10x 

7.7% 

 

Initial and Ongoing Reserves.   

 

Real Estate Taxes and Insurance Reserves. On each payment date during the continuance of a Tropical Distribution Center Trigger Period, the borrower is required to make monthly deposits of: (i) a tax reserve in an amount equal to 1/12 of the amount that the lender estimates will be necessary to pay taxes over the then succeeding 12-month period and (ii) an insurance reserve in an amount equal to 1/12 of the amount that the lender estimates will be necessary to cover premiums to renew the insurance policies for the Tropical Distribution Center Property upon expiration thereof.

 

Replacement Reserve. On each payment date during the continuance of a Tropical Distribution Center Trigger Period, the borrower is required to make monthly deposits of $3,562.50 for a replacement reserve.

 

Unfunded Obligations Reserve. On each payment date during the continuance of a Tropical Distribution Center Trigger Period, the borrower is required to make monthly deposits of approximately $35,625.00.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. None.

 

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

 

58 

 

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

 

59 

 

 

 

Various

Collateral Asset Summary – Loan No. 4 

BX Industrial Portfolio

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$70,000,000 

39.6% 

3.57x 

12.8% 

 

(image) 

 

 

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

 

60 

 

 

 

Various

Collateral Asset Summary – Loan No. 4 

BX Industrial Portfolio

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$70,000,000 

39.6% 

3.57x 

12.8% 

 

 (image)

 

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

 

61 

 

 

Various

Collateral Asset Summary – Loan No. 4 

BX Industrial Portfolio

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$70,000,000 

39.6% 

3.57x 

12.8% 

 

Mortgage Loan Information
Loan Seller:GACC
Loan Purpose:Refinance
Credit Assessment 
(Fitch/KBRA/S&P)(10):BBB-sf / BBB(sf) / N/A
Borrower Sponsor(1):BREIT Industrial Holdings LLC
Borrowers(2):Various
Original Balance(3):$70,000,000
Cut-off Date Balance(3):$70,000,000
% by Initial UPB:7.5%
Interest Rate(4):3.55000%
Payment Date:9th of each month
First Payment Date:June 9, 2020
Maturity Date:October 9, 2026
Amortization:Interest Only
Additional Debt(3)(5):

$252,400,000 Pari Passu Debt; $72,600,000 B-Note;

$110,000,000 C-Notes;

$45,000,000 D-Note

$99,427,615 Floating Rate Debt

Call Protection(6):YM1(70), O(7)
Lockbox / Cash Management:Hard / Springing

 

Reserves(7)
 InitialMonthlyCap
Taxes:$0SpringingNAP
Insurance:$0SpringingNAP
Replacement:$0Springing(7)
TI/LC:$4,048,428Springing(7)
Ground Rent$0SpringingNAP
Property Information
Single Asset / Portfolio:Portfolio of 68 Properties
Property Type:Various
Collateral:Fee Simple / Leasehold
Location:Various
Year Built / Renovated:Various / Various
Total Sq. Ft.:11,097,713
Property Management:Link Industrial Management LLC
Underwritten NOI(8):$48,898,094
Underwritten NCF(8):$45,568,781
Appraised Value(8)(9):$960,750,000
Appraisal Date:Various
 
Historical NOI
Most Recent NOI:$50,958,160 (T-12 March 31, 2020)
2019 NOI:$48,315,634 (December 31, 2019)
2018 NOI:$42,169,941 (December 31, 2018)
2017 NOI:$43,221,019 (December 31, 2017)
 
Historical Occupancy
Most Recent Occupancy:87.3% (March 31, 2020)
2019 Occupancy:92.4% (December 31, 2019)
2018 Occupancy:89.4% (December 31, 2018)
2017 Occupancy:84.7% (December 31, 2017)


Financial Information(3)(4)(8)

Tranche  

(Fixed Rate) 

Cut-off Date Balance

Tranche

(Floating Rate)

Balance per Unit

Cut-off / Balloon

LTV

Cut-off / Balloon

U/W DSCR

NOI / NCF

U/W Debt Yield

NOI / NCF

U/W Debt Yield at Balloon 

NOI / NCF 

Mortgage Loan$70,000,000

$99,427,615

Floating Rate

Debt

     
Pari Passu Notes$252,400,000     
Total Senior Fixed Rate Notes$322,400,000$34 / $3439.6% / 39.6%3.83x / 3.57x12.8% / 12.0%12.8% / 12.0%
B-Note$72,600,000$42 / $4248.5% / 48.5%3.13x / 2.92x10.5% / 9.8%10.5% / 9.8%
C-Notes$110,000,000$54 / $5462.1% / 62.1%2.45x / 2.28x8.2% / 7.6%8.2% / 7.6%
D-Note$45,000,000$59 / $5967.6% / 67.6%2.25x / 2.09x 7.5% / 7.0%7.5% / 7.0%
Whole Loan$649,427,615   $59 / $5967.6% / 67.6% 2.25x / 2.09x7.5% / 7.0%7.5% / 7.0%
         
(1)The borrower sponsor is affiliated with the borrowers of the mortgage loans identified on Annex A-1 to the Preliminary Prospectus as MGM Grand & Mandalay Bay and Bellagio Hotel and Casino, which have a Cut-Off Date Balance of $65.00 million and $21.25 million, respectively.

(2)Please see “The Borrowers / Borrower Sponsor” herein.

(3)The BX Industrial Portfolio Loan (as defined below) is part of a whole loan (the “BX Industrial Portfolio Whole Loan”) evidenced by 13 notes, with an aggregate outstanding principal balance as of the Cut-off Date of approximately $649.4 million. The BX Industrial Portfolio Whole Loan is split between (i) a 17-month revolving floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.4 million, and (ii) a 77-month fixed rate componentized loan (the “BX Industrial Portfolio Fixed Rate Loan”) comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million evidenced by eight A-Notes, and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $227.6 million, evidenced by Note A-1-B, Note A-1-C-1 and Note A-1-C-2, and Note A-1-D, each of which is subordinate to all notes with a prior alphabetical designation. The BX Industrial Portfolio Senior Fixed Rate Loan is senior to the BX Industrial Portfolio Subordinate Fixed Rate Loan. The interest rate on the BX Industrial Portfolio Floating Rate Loan is LIBOR plus a spread of 1.45000%. The financial information presented in the table above relating to the Senior Fixed Rate Notes reflects the BX Industrial Portfolio Senior Fixed Rate Loan and approximately $58.283 million of the Cut-off Date balance of the BX Industrial Portfolio Floating Rate Loan (which is assumed to pay pro rata with the BX Industrial Portfolio Senior Fixed Rate Loan). The financial information above related to the B-Note, C-Notes and D-Note calculations, include a pro-rata Cut-off Date Balance of the BX Industrial Portfolio Floating Rate Loan for each respective note. For purposes of the debt service coverage ratio calculations above and herein, LIBOR is assumed to be 0.50000%. See “The Loan” and “Current Mezzanine or Subordinate Indebtednessherein.

(4)Interest Rate is reflective of BX Industrial Portfolio Fixed Rate Loan interest rate. The applicable interest rate for the BX Industrial Portfolio Floating Rate Loan (as defined below) is LIBOR (subject to a floor of 0.00000%) plus a spread of 1.45000%. For purposes of all calculations herein, LIBOR is assumed to be 0.50000%. Based on the LIBOR Cap of 4.00000%, the BX Industrial Portfolio Whole Loan NOI DSCR and NCF DSCR are 1.93x and 1.80x, respectively.

(5)See “Current Mezzanine or Subordinate Indebtedness" herein.

(6)All voluntary prepayments are required to be allocated to the BX Industrial Portfolio Floating Rate Loan until repaid in full, and then to the BX Industrial Portfolio Fixed Rate Loan. The first $57.8 million of the BX Industrial Portfolio Floating Rate Loan may be prepaid without any yield maintenance premium or prepayment fee.

(7)See “Initial and Ongoing Reserves” herein.

(8)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus, and the economic disruption resulting from measures to combat the coronavirus, and all DSCR, LTV and Debt Yield metrics were calculated, and the BX Industrial Portfolio Whole Loan was underwritten, based on such prior information. See "Risk Factors- Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus.

(9)The Appraised Value is based on an aggregate “As-Is” value of the BX Industrial Properties (as defined below).

(10)Fitch and KBRA provided the listed assessments for the BX Industrial Loan in the context of its inclusion in the mortgage pool.

 

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

 

62 

 

 

Various

Collateral Asset Summary – Loan No. 4 

BX Industrial Portfolio

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$70,000,000 

39.6% 

3.57x 

12.8% 

 

The Loan.   The BX Industrial Portfolio mortgage loan (the “BX Industrial Portfolio Loan”) is part of a fixed and floating rate whole loan (the “BX Industrial Portfolio Whole Loan”) secured by the borrowers’ fee simple or leasehold interests in 68 industrial properties totaling approximately 11.1 million sq. ft. (the “BX Industrial Portfolio Property” or “BX Industrial Portfolio Properties”, and the portfolio comprised of all such properties, the “BX Industrial Portfolio”). The BX Industrial Portfolio Whole Loan is evidenced by 13 notes, with an aggregate outstanding principal balance as of the Cut-off Date of approximately $649.4 million. The BX Industrial Portfolio Loan is evidenced by the fixed rate Note A-1-A-2 with an original principal balance and outstanding principal balance as of the Cut-off Date of $70.0 million. The BX Industrial Portfolio Whole Loan is split between (i) a 17-month floating rate loan with five, one-year extension options (the “BX Industrial Portfolio Floating Rate Loan”) with an aggregate Cut-off Date principal balance of approximately $99.4 million, and (ii) a 77-month fixed rate loan (the “BX Industrial Portfolio Fixed Rate Loan”) comprised of (A) a senior fixed rate loan (the “BX Industrial Portfolio Senior Fixed Rate Loan”), with an aggregate Cut-off Date principal balance of $322.4 million evidenced by eight A-Notes, including the BX Industrial Portfolio Loan, and (B) a subordinate fixed rate loan (the “BX Industrial Portfolio Subordinate Fixed Rate Loan”) consisting of a B-Note in the Cut-off Date principal balance of $72.6 million (the “BX Industrial Portfolio B-Note”), two C-Notes in the aggregate Cut-off Date principal balance of $110.0 million (the “BX Industrial Portfolio C-Notes”) and a D-Note in the Cut-off Date principal balance of $45.0 million (the “BX Industrial Portfolio D-Note”), with an aggregate Cut-off Date principal balance of $227.6 million.

 

The loan documents permit the borrowers to prepay the BX Industrial Portfolio Floating Rate Loan and, subject to the satisfaction of certain conditions set forth in the loan agreement, subsequently re-borrow such amounts pursuant to a request for an additional advance (a “Revolving Advance”)  from the holder of the BX Industrial Portfolio Floating Rate Loan up to the initial principal balance of the BX Industrial Portfolio Floating Rate Loan; provided that prepayments in connection with the following are considered permanent and may not be re-borrowed:  (a) individual BX Industrial Portfolio Property releases, including both regular releases and releases upon an event of default,  (b) mandatory prepayments and/or releases made in connection with casualty or condemnation, (c) prepayments to avoid a cash management period caused by failure to satisfy a debt yield test, (d) a voluntary prepayment for which the borrowers has elected that such prepayment will permanently reduce the available amount of the BX Industrial Portfolio Floating Rate Loan and (e) any prepayment made during the continuance of an event of default.  In the event that the holder of the BX Industrial Portfolio Floating Rate Loan does not fund a Revolving Advance, the loan documents provide that the borrowers may not reduce, discharge or release any obligations due on the BX Industrial Portfolio Fixed Rate Loan via offset of the disputed amount associated with the Revolving Advance.

 

The BX Industrial Portfolio Fixed Rate Loan has a 77-month interest-only term and will accrue interest at a fixed rate of 3.55000% per annum. The BX Industrial Portfolio Floating Rate Loan has a 17-month interest-only term with five, one-year extension options and will accrue interest at a rate of one-month LIBOR (subject to a floor of 0.00000%) plus a spread of 1.45000% per annum. The BX Industrial Portfolio Whole Loan was primarily used to refinance existing debt secured by the BX Industrial Portfolio Properties, fund upfront reserves and pay closing costs.

 

The relationship between the holders of the BX Industrial Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The BX Industrial Portfolio Whole Loan” in the Preliminary Prospectus.

 

Whole Loan Summary
NoteOriginal Balance (Fixed)Cut-off Date Balance (Fixed)Note HolderControlling PieceCut-off Date Balance (Floating)(4)
A-1-A-1$80,000,000$80,000,000Benchmark 2020-IG3No(1)

A-2 

$99,427,615 

Floating Rate Loan 

A-1-A-270,000,00070,000,000Benchmark 2020-B18No
A-1-A-5, A-1-A-837,400,00037,400,000JPMDB 2020-COR7No
A-1-A-3, A-1-A-4, A-1-A-6, A-1-A-7135,000,000135,000,000DBRI(2)No
Senior Fixed Rate Notes$322,400,000$322,400,000  
A-1-B72,600,00072,600,000

Benchmark 2020-IG3

(loan-specific certificates)

No(1)
A-1-C-1, A-1-C-2110,000,000110,000,000Unaffiliated Third Party InvestorNo(1)
A-1-D45,000,00045,000,000Unaffiliated Third Party InvestorYes(1)
Whole Loan(3)$649,427,615$649,427,615   
(1)The initial controlling note is the BX Industrial Portfolio A-1-D note, so long as no control appraisal period with respect to the A-1-D note is continuing. If and for so long as a control appraisal period with respect to the A-1-D note has occurred and is continuing, then the controlling notes will be the A-1-C-1 and A-1-C-2 notes. If a control appraisal period with respect to the A-1-C-1 and A-1-C-2 notes has occurred and is continuing, then the controlling note will be the A-1-B note. If a control appraisal period with respect to the A-1-B note has occurred and is continuing, then the controlling note will be the A-1-A-1 note. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loan—The BX Industrial Portfolio Whole Loan”.

(2)Expected to be contributed to one or more future securitization transactions.

(3)The Whole Loan amount represents the sum of the balances of the BX Industrial Portfolio Floating Rate Loan and the BX Industrial Portfolio Fixed Rate Loan.

(4)Note A-2 is held by Deutsche Bank AG, London Branch.

 

Sources and Uses. In November 2019, Blackstone Group acquired assets from three Global Logistics Properties (“GLP”) funds for a total purchase price of $18.7 billion. The overall acquisition encompasses approximately 179.0 million SF of urban, infill logistics assets located across the United States. The acquisition of industrial assets from GLP (including properties that are part of the BX Industrial

 

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

 

63 

 

 

Various

Collateral Asset Summary – Loan No. 4 

BX Industrial Portfolio

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$70,000,000 

39.6% 

3.57x 

12.8% 

 

Portfolio) by certain Blackstone entities includes, among other things, the following (i) an acquisition purchase price of approximately $10.6 billion, (ii) total transaction closings costs of approximately $543.6 million and (iii) approximately $2.6 billion of sponsor equity. The BX Industrial Portfolio Whole Loan is a refinance of part of the existing debt used to finance the overall acquisition.

 

The Borrowers / Borrower Sponsors. The borrowers, listed in Annex-A-1 to the Preliminary Prospectus, are each a single purpose Delaware limited liability company structured to be bankruptcy remote with two independent directors in the organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the BX Industrial Portfolio Whole Loan. The borrower sponsor and nonrecourse carve-out guarantor is BREIT Industrial Holdings LLC, an affiliate of the Blackstone Group, L.P. The liability of the non-recourse carveout guarantor in the event of a bankruptcy action by or against the related borrowers or guarantor is limited to 10% of the then-outstanding principal balance of the BX Industrial Portfolio Whole Loan, plus the enforcement cost relating to such bankruptcy action. In addition, for so long as the borrowers maintains the environmental insurance policy required under the loan agreement, the non-recourse carveout guarantor will have no liability under the related environmental indemnity agreement, and such guarantor’s liability relating to the borrowers’ failure to maintain the environmental insurance policy is capped at the amount of coverage required for such policy.

 

The Blackstone Group, L.P. (NYSE: BX) is an investment firm with approximately $538 billion of assets under management as of March 31, 2020 across real estate funds, private equity funds, credit businesses and hedge fund solutions. Blackstone Group’s Real Estate group was founded in 1991 and has over $161 billion of real estate assets under management. The global team consists of over 550 Blackstone Real Estate professionals around the world, with both investments and people in North America, Europe, Asia, and Latin America.

 

The Property. The BX Industrial Portfolio consists of 68 industrial properties totaling approximately 11.1 million sq. ft. located throughout 11 states. The largest state concentrations are in Virginia (25.1% of total net rentable area, 28.7% of U/W Base Rent) and Illinois (23.2% of total net rentable area, 22.8% of U/W Base Rent), with no other state comprising more than 10.7% of the total net rentable area or more than 14.0% of the U/W Base Rent. On a property level, no single BX Industrial Portfolio Property comprises more than 6.8% of the allocated loan amount or more than 6.0% of the U/W Base Rent. In addition, five of the BX Industrial Portfolio Properties are leased fee and account for 1.9% of the total allocated loan amount. These five properties are not included in square footage calculations and do not comprise any U/W Base Rent.

 

As of March 31, 2020, the BX Industrial Portfolio was 87.3% leased to over 125 tenants with no single tenant accounting for more than 6.3% of the BX Industrial Portfolio’s net rentable area. The BX Industrial Portfolio’s ten largest tenants comprise 33.6% of net rentable area and 29.7% of the U/W Base Rent. The top three tenants in the BX Industrial Portfolio, which comprise 15.8% of total net rentable area and 16.0% of U/W Base Rent, have an investment grade credit rating.

 

COVID-19 Update. As of July 13, 2020, the BX Industrial Portfolio Properties have remained open. For May and June of 2020, tenants representing approximately 98.1% and 98.7% of the net rentable area, respectively, have paid in rent in-full, with the borrowers having collected approximately 97.2% and 99.2% of the underwritten base rent, respectively. The BX Industrial Portfolio Whole Loan is current through the July 9, 2020 payment date. As of July 9, 2020, the BX Industrial Portfolio Whole Loan is not subject to any modification or forbearance request.

 

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

 

64 

 

 

Various

Collateral Asset Summary – Loan No. 4 

BX Industrial Portfolio

Cut-off Date Balance: 

Cut-off Date LTV: 

U/W NCF DSCR: 

U/W NOI Debt Yield: 

$70,000,000 

39.6% 

3.57x 

12.8% 

 

Tenant Summary(1)(2)
  TenantProperty Name

Ratings

(Moody’s/Fitch/S&P)(3)

Net Rentable

Area (Sq. Ft.)

% of Net

Rentable Area

U/W Base 

Rent Per

Sq. Ft.

% of Total

U/W Base Rent

Lease

Expiration(4)

AmazonVariousA2 / A+ / AA-695,7806.3%$4.31       6.1%Various(5)
DHLVariousA3 / BBB+ / NR659,6005.9%$4.716.3%7/31/2021
Signify North America CorpMountain Top Distribution Center 2Baa3 / NR / BBB-400,0003.6%$4.483.6%4/30/2022
National Distribution Centers, LLC251 E Laraway RdNR / NR / NR374,4603.4%$3.903.0%6/30/2021
Del Monte Foods, Inc.Rochelle 1Caa1 / NR / CCC312,7502.8%$3.092.0%4/30/2021
Wayne/Scott Fetzer CompanyVariousNR / NR / NR308,8802.8%$2.151.3%4/30/2023
Qualis Automotive, L.L.C.1910 InternationalNR / NR / NR300,0002.7%$3.752.3%10/31/2022
Clarkwestern Dietrich Building Systems LLCRochelle 1NR / NR / NR266,8252.4%$3.632.0%10/14/2028
Ford Motor CompanyShawnee Distribution Center 1Ba2 / BB+ / BB+223,2002.0%$4.061.8%9/30/2023
Taylor Logistics, Inc.9756 InternationalNR / NR / NR192,0001.7%$3.691.4%1/31/2024
Total / Wtd. Avg. Major Tenants  3,733,49533.6%$3.9429.7% 
Remaining Tenants  5,956,51153.7%$5.8470.3% 
Total / Wtd. Avg. Occupied  9,690,00687.3%$5.11100.0% 
Vacant Space  1,407,70712.7%   
Total  11,097,713100.0%   
        
(1)Based on the underwritten rent roll as of March 31, 2020.

(2)The BX Industrial Portfolio includes five leased fee properties that are not included in square footage calculations and do not comprise any U/W Base Rent.

(3)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(4)There are no termination options associated with the leases of the top 10 tenants at the BX Industrial Portfolio.

(5)Amazon occupies (i) 475,104 sq. ft. at the 401 E Laraway Rd property with a lease expiration date of July 31, 2025, (ii) 93,048 sq. ft. at the Romeoville Bldg 1 with a lease expiration date of July 31, 2029, (iii) 75,980 sq. ft. at the Diamond Hill 2 property with a lease expiration date of September 30, 2026 and (iv) 51,648 sq. ft. at the 6105 Trenton Ln property with a lease expiration date of May 31, 2025.

 

Lease Rollover Schedule(1)(2)(3)
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 & 202022955,2068.6%955,2068.6%$5.2710.2%10.2%
2021282,232,79520.1%3,188,00128.7%$4.5420.5%30.7%
2022291,688,74815.2%4,876,74943.9%$5.2117.8%48.5%
2023221,649,23714.9%6,525,98658.8%$5.0216.7%65.2%
202418846,7617.6%7,372,74766.4%$4.557.8%73.0%
202510758,4266.8%8,131,17373.3%$4.727.2%80.3%
20266275,8952.5%8,407,06875.8%$5.38