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Form FWP Benchmark 2023-B40 Mortg Filed by: JP MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP

December 5, 2023 5:08 PM EST

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-258342-03
     

 

 

December [ ], 2023

 

 

 

BENCHMARK 2023-B40

Commercial Mortgage Trust

 

Draft Collateral Term Sheet

 

 

 

 

 

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

 

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-258342) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (800) 408-1016 or by emailing the ABS Syndicate Desk at [email protected].

 

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

 

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is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale.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

 

J.P. Morgan is the marketing name for the investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by JPMS and its securities affiliates, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, National Association and its banking affiliates. JPMS is a member of SIPC and the NYSE. “BofA Securities” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation, including, in the United States, BofA Securities, Inc., which is a registered broker-dealer and member of FINRA and SIPC, and, in other jurisdictions, locally registered entities.

 

THE UNDERWRITERS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR AFFILIATES OR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CERTIFICATE OR CONTRACT DISCUSSED IN THESE MATERIALS.

 

 

 

 

 

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. 

 

 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
Loan Pool  
  Initial Pool Balance (“IPB”): $484,404,598
  Number of Mortgage Loans: 20
  Number of Mortgaged Properties: 34
  Average Cut-off Date Balance per Mortgage Loan: $24,220,230
  Weighted Average Current Mortgage Rate: 7.67176%
  10 Largest Mortgage Loans as % of IPB: 72.6%
  Weighted Average Remaining Term to Maturity: 98 months
  Weighted Average Seasoning: 1 months
Credit Statistics  
  Weighted Average UW NCF DSCR(1): 1.62x
  Weighted Average UW NOI DY(1): 13.3%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(1)(2): 51.4%
  Weighted Average Maturity Date LTV(1)(2): 50.1%
Other Statistics  
  % of Mortgage Loans with Additional Debt: 12.0%
  % of Mortgaged Properties with Single Tenants: 17.7%
Amortization  
  Weighted Average Original Amortization Term(3): 354 months
  Weighted Average Remaining Amortization Term(3): 353 months
  % of Mortgage Loans with Interest-Only: 76.7%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 6.0%
  % of Mortgage Loans with Amortizing Balloon: 17.3%
Lockbox / Cash Management(4)  
  % of Mortgage Loans with In-Place, Hard Lockboxes: 61.0%
  % of Mortgage Loans with Springing Lockboxes: 36.6%
  % of Mortgage Loans with Soft Lockboxes: 2.4%
  % of Mortgage Loans with Springing Cash Management: 92.4%
  % of Mortgage Loans with In-Place Cash Management: 7.6%
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 71.7%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 38.4%
  % of Mortgage Loans Requiring Monthly CapEx Reserves(5): 66.6%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(6): 25.6%
(1)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, 11, 18 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(2)In the case of Loan Nos. 1, 3, 4, 8 and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.
(3)Excludes 15 mortgage loans that are interest-only for the entire term.
(4)For a more detailed description of Lockbox / Cash Management, refer to “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Mortgaged Property Accounts” in the Preliminary Prospectus.
(5)CapEx Reserves include FF&E reserves for hotel properties.
(6)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by retail, office, industrial and mixed use properties.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 2 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics

Mortgage Loan Seller

Number of Mortgage Loans

Number of Mortgaged Properties

Aggregate
Cut-off Date
Balance

% of

IPB

CREFI 9 12   $253,200,000 52.3 %
GSMC(1) 5 13   134,579,631   27.8  
JPMCB 5 8   71,624,967   14.8  
BANA 1 1   25,000,000 5.2  
Total 20 34   $484,404,598   100.0 %
  (1)  Each mortgage loan being sold by Goldman Sachs Mortgage Company (“GSMC”) was originated or co-originated by Goldman Sachs Bank USA (“GS Bank”), the parent of GSMC, and will be transferred to GSMC on or prior to the Closing Date.

 

Ten Largest Mortgage Loans
No. Loan Name Mortgage Loan Seller No.
of Prop.
Cut-off Date Balance % of IPB SF / Units Property Type UW
NCF DSCR(1)
UW NOI DY(1) Cut-off Date LTV(1)(2) Maturity Date LTV(1)(2)
1 Axis Apartments CREFI 1 $48,000,000 9.9% $189,944 Multifamily 1.37x 9.8% 53.0% 53.0%
2 Bala Plaza Portfolio CREFI 3 $48,000,000 9.9% $88 Various 1.68x 16.2% 47.4% 47.4%
3 The Landmark CREFI 1 $42,050,000 8.7% $153 Office 1.31x 12.8% 47.0% 47.0%
4 Saban StorQuest Self-Storage Portfolio GSMC 7 $40,000,000 8.3% $82 Self Storage 1.44x 10.4% 47.9% 47.9%
5 645 North Michigan Avenue CREFI 1 $38,000,000 7.8% $285 Mixed Use 1.57x 14.2% 57.9% 51.3%
6 Sugar Land Town Square GSMC 1 $35,000,000 7.2% $131 Mixed Use 1.33x 11.8% 50.2% 50.2%
7 West Bay Plaza GSMC 1 $29,225,000 6.0% $199 Retail 1.30x 11.6% 67.8% 64.7%
8 Fashion Valley Mall BANA 1 $25,000,000 5.2% $327 Retail 3.15x 18.7% 31.5% 31.5%
9 Arundel Mills and Marketplace CREFI 1 $25,000,000 5.2% $186 Retail 1.98x 16.1% 41.4% 41.4%
10 Workspace Portfolio JPMCB 2 $21,558,300 4.5% $174 Office 1.24x 11.4% 64.9% 62.5%
                       
  Top 3 Total/Weighted Average 5 $138,050,000 28.5%     1.46x 12.9% 49.2% 49.2%
  Top 5 Total/Weighted Average 13 $216,050,000 44.6%     1.48x 12.7% 50.5% 49.3%
  Top 10 Total/Weighted Average 19 $351,833,300 72.6%     1.59x 13.1% 50.8% 49.7%
(1)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(2)In the case of Loan Nos. 1, 3, 4 and 8, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 3 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
Companion Loan Summary
Loan No. Mortgage Loan Note(s) Original Balance ($) Cut-off Date Balance ($) Holder of Note Lead Servicer for Whole Loan (Y/N) Master Servicer Under Lead Securitization Special Servicer Under Lead Securitization
1 Axis Apartments A-1 $48,000,000 $48,000,000 Benchmark 2023-B40 Yes Midland LNR Partners, LLC
  A-2 $30,000,000 $30,000,000 CREFI No    
  A-3 $30,000,000 $30,000,000 CREFI No    
  A-4 $28,000,000 $28,000,000 CREFI No    
  Total $136,000,000 $136,000,000        
2 Bala Plaza Portfolio A-1 $48,000,000 $48,000,000 Benchmark 2023-B40 Yes Midland LNR Partners, LLC
  A-2 $40,000,000 $40,000,000 BMO 2023-C7 No    
  A-3 $11,500,000 $11,500,000 CREFI No    
  Total $99,500,000 $99,500,000        
5

645 North Michigan

Avenue

A-1 $38,000,000 $38,000,000 Benchmark 2023-B40 Yes Midland LNR Partners, LLC
  A-2 $17,000,000 $17,000,000 BMO 2023-C7 No    
  Total $55,000,000 $55,000,000        
6 Sugar Land Town Square A-1-1 $55,000,000 $55,000,000 BBCMS 2023-5C23(1) Yes Midland LNR Partners, LLC
  A-1-2 $15,000,000 $15,000,000 AREF2 No    
    A-2 $35,000,000 $35,000,000 Benchmark 2023-B40 No    
    Total $105,000,000 $105,000,000        
8 Fashion Valley Mall A-1-1 $25,000,000 $25,000,000 Benchmark 2023-B40 Yes Midland LNR Partners, LLC
    A-1-2, A-2-1-2, A-2-4 $70,000,000 $70,000,000 BANK 2023-BNK46 No    
    A-1-3, A-3-3, A-4-2, A-4-3 $82,500,000 $82,500,000 BBCMS 2023-C20 No    
    A-1-1-1, A-1-4, A-3-2, A-4-5 $75,000,000 $75,000,000 MSWF 2023-2(2) No    
    A-2-1-1, A-2-2, A-2-3 $85,000,000 $85,000,000 Benchmark 2023-B39 No    
    A-3-1, A-3-4, A-3-5 $50,000,000 $50,000,000 BMO 2023-C6 No    
    A-3-6, A-4-1, A-4-4, A-4-6 $62,500,000 $62,500,000 BBCMS 2023-C21 No    
    Total $450,000,000 $450,000,000        
9

Arundel Mills and

Marketplace

A-1-1, A-1-2, A-1-4 $90,000,000 $90,000,000 MSWF 2023-2(2) Yes Wells Fargo Argentic
  A-1-3 $15,000,000 $15,000,000 WFB No    
  A-2-1 $40,000,000 $40,000,000 SGFC No    
  A-2-2 $30,000,000 $30,000,000 SGFC No    
  A-2-3 $10,000,000 $10,000,000 SGFC No    
  A-2-4 $5,000,000 $5,000,000 SGFC No    
    A-3-1 $25,000,000 $25,000,000 DBRI No    
    A-3-2 $20,000,000 $20,000,000 DBRI No    
    A-3-3 $15,000,000 $15,000,000 DBRI No    
    A-3-4 $15,000,000 $15,000,000 DBRI No    
    A-3-5 $10,000,000 $10,000,000 DBRI No    
    A-4-1, A-4-3 $60,000,000 $60,000,000 BMO 2023-C7 No    
    A-4-2 $25,000,000 $25,000,000 Benchmark 2023-B40 No    
    Total $360,000,000 $360,000,000        
11

Outlet Shoppes at

Atlanta

A-1 $50,000,000 $50,000,000 BBCMS 2023-C22 Yes Midland Rialto
  A-2 $9,330,000 $9,330,000 Barclays No    
    A-3 $20,000,000 $20,000,000 Benchmark 2023-B40 No    
    Total $79,330,000 $79,330,000        
18

Philadelphia Marriott

Downtown

A-1, A-4 $65,000,000 $65,000,000 BBCMS 2023-5C23(1) Yes Midland LNR Partners, LLC
  A-2, A-5, A-8 $50,000,000 $50,000,000 Benchmark 2023-V4(3) No    
  A-3, A-6, A-10 $61,666,666 $61,666,666 MSWF 2023-2(2) No    
    A-7 $6,666,667 $6,666,667 Barclays No    
    A-9, A-11 $20,000,000 $20,000,000 BANK5 2023-5YR4(3) No    
    A-12 $11,666,667 $11,666,667 Benchmark 2023-B40 No    
    Total $215,000,000 $215,000,000        
20 Nvidia Santa Clara A-1, A3 $70,000,000 $70,000,000 BANK5 2023-5YR4(3) Yes Wells Fargo KeyBank
    A-2 $35,000,000 $35,000,000 JPMCB No    
    A-4 $15,000,000 $15,000,000 JPMCB No    
    A-5 $10,000,000 $10,000,000 Benchmark 2023-B40 No    
    Total $130,000,000 $130,000,000        
(1)The BBCMS 2023-5C23 securitization is expected to close on or about December 7, 2023.
(2)The MSWF 2023-2 securitization is expected to close on or about December 21, 2023.
(3)The BANK5 2023-5YR4 securitization is expected to close on or about December 19, 2023.

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 4 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
Additional Debt Summary

No.

Loan Name

Trust
Cut-off Date Balance

Subordinate Debt Cut-off Date Balance(1)

Total Debt Cut-off Date Balance

Mortgage Loan UW NCF DSCR(2)

Total Debt UW NCF DSCR

Mortgage Loan
Cut-off Date LTV(2)(3)

Total Debt Cut-off Date LTV

Mortgage Loan UW NOI DY(2)

Total Debt UW NOI DY

2 Bala Plaza Portfolio $48,000,000 $30,000,000 $129,500,000 1.68x 1.43x 47.4% 61.6% 16.2% 12.5%
20 Nvidia Santa Clara $10,000,000 $50,500,000 $180,500,000 2.01x 1.26x 41.5% 57.6% 14.1% 10.2%
(1)In the case of Loan Nos. 2 and 20, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loan(s) and/or related mezzanine loan(s).
(2)In the case of Loan Nos. 2 and 20, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).
(3)In the case of Loan No. 20, Mortgage Loan Cut-off Date LTV and the Total Debt Cut-off Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 5 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
Mortgaged Properties by Type(1)

 

          Weighted Average
Property Type  Property Subtype Number of Properties Cut-off Date Principal Balance % of IPB Occupancy UW
NCF DSCR(2)
UW
NOI DY(2)
Cut-off Date LTV(2)(3) Maturity Date LTV (2)(3)
Retail Super Regional Mall 2 $50,000,000 10.3 % 96.2% 2.57x 17.4% 36.5% 36.5%
  Anchored 1 29,225,000 6.0   94.6% 1.30x 11.6% 67.8% 64.7%
  Single Tenant 6 23,854,631 4.9   100.0% 1.80x 13.3% 50.2% 50.2%
  Outlet Center 1 20,000,000 4.1   95.9% 1.76x 14.9% 50.2% 50.2%
  Subtotal: 10 $123,079,631 25.4 % 96.5% 1.99x 14.8% 48.8% 48.0%
                   
Office Suburban 5 $103,112,133 21.3 % 95.5% 1.52x 14.2% 48.8% 48.7%
  Flex 1 14,125,782 2.9 100.0% 1.24x 11.4% 64.9% 62.5%
  Subtotal: 6 $117,237,914 24.2 % 96.0% 1.49x 13.9% 50.8% 50.3%
                   
Mixed Use Office/Retail 2 $44,270,386 9.1 % 76.3% 1.40x 12.7% 49.6% 49.6%
  Medical Office/Retail 1 38,000,000 7.8 86.8% 1.57x 14.2% 57.9% 51.3%
  Multifamily/Medical Office 1 12,250,000 2.5 100.0% 1.36x 11.1% 55.4% 48.5%
  Office/Lab 1 10,000,000 2.1 100.0% 2.01x 14.1% 41.5% 41.5%
  Subtotal: 5 $104,520,386 21.6 % 85.2% 1.52x 13.2% 52.5% 49.3%
                   
Self Storage Self Storage 8 $52,500,000 10.8 % 90.3% 1.49x 10.7% 49.7% 49.7%
  Subtotal: 8 $52,500,000 10.8 % 90.3% 1.49x 10.7% 49.7% 49.7%
                   
Multifamily High Rise 1 $48,000,000 9.9 %   92.5% 1.37x 9.8% 53.0% 53.0%
  Subtotal: 1 $48,000,000 9.9 % 92.5% 1.37x 9.8% 53.0% 53.0%
                   
Hospitality Extended Stay 1 $12,000,000 2.5 % 76.4% 1.37x 14.4% 69.8% 57.6%
  Full Service 1 11,666,667 2.4 57.1% 1.53x 16.0% 54.9% 54.9%
  Subtotal: 2 $23,666,667 4.9 % 66.9% 1.45x 15.2% 62.5% 56.3%
                   
Industrial Warehouse/Distribution 1 $9,450,000 2.0 % 100.0% 1.86x 14.4% 53.1% 53.1%
  Manufacturing/Warehouse 1 5,950,000 1.2 100.0% 1.86x 14.4% 53.1% 53.1%
  Subtotal: 2 $15,400,000 3.2 % 100.0% 1.86x 14.4% 53.1% 53.1%
                   
  Total / Weighted Average: 34 $484,404,598 100.0 % 91.5% 1.62x 13.3% 51.4% 50.1%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.
(2)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, 11, 18 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(3)In the case of Loan Nos. 1, 3, 4, 8 and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 6 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics

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Description automatically generated

 

Mortgaged Properties by Location(1)

       

Weighted Average

State

Number of Properties

Cut-off Date Principal Balance

% of IPB

Occupancy

UW
NCF DSCR(2)
UW
NOI DY(2)
Cut-off Date LTV(2)(3) Maturity Date LTV (2)(3)
Illinois 3 $88,734,929 18.3 % 90.3%   1.46x 11.7% 55.1% 52.3%
Pennsylvania 5 67,099,186 13.9   84.6%   1.61x 15.6% 50.6% 50.4%
Ohio 4 48,979,115 10.1   96.8%   1.48x 12.4% 62.0% 60.1%
Texas 2 47,000,000 9.7   73.2%   1.34x 12.5% 55.2% 52.1%
Washington 2 45,315,587 9.4   100.0%   1.32x 12.6% 47.5% 47.5%
California 2 35,000,000 7.2   95.7%   2.82x 17.4% 34.4% 34.4%
New York 4 25,750,000 5.3   100.0%   1.76x 13.3% 50.9% 47.7%
Maryland 1 25,000,000 5.2   98.3%   1.98x 16.1% 41.4% 41.4%
Arizona 2 23,152,782 4.8   95.9%   1.32x 11.0% 58.3% 56.8%
Colorado 5 22,783,000 4.7   86.2%   1.44x 10.4% 47.9% 47.9%
Georgia 1 20,000,000 4.1   95.9%   1.76x 14.9% 50.2% 50.2%
Mississippi 1 14,900,000 3.1   100.0%   1.83x 14.5% 49.7% 49.7%
Alaska 1 12,500,000 2.6   96.3%   1.64x 11.6% 55.6% 55.6%
Florida 1 8,190,000 1.7   93.6%   1.44x 10.4% 47.9% 47.9%
Total / Weighted Average: 34 $484,404,598 100.0 % 91.5%   1.62x 13.3% 51.4% 50.1%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.
(2)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, 11, 18 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(3)In the case of Loan Nos. 1, 3, 4, 8 and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 7 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
Cut-off Date Principal Balance

 

       

Weighted Average

Range of Cut-off Date Principal Balances Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
$10,000,000  - $19,999,999 9 $112,571,298 23.2 % 7.45774% 107 1.69x 13.6% 53.5% 51.4%
$20,000,000  - $29,999,999 5 120,783,300 24.9 7.43005% 107 1.89x 14.5% 51.4% 50.2%
$30,000,000  - $39,999,999 2 73,000,000 15.1 7.78589%  91 1.45x 13.0% 54.2% 50.8%
$40,000,000  - $48,000,000 4 178,050,000 36.8 7.92424%  88 1.46x 12.4% 48.9% 48.9%

Total / Wtd. Avg:

 

20   $484,404,598 100.0 % 7.67176%  98 1.62x 13.3% 51.4% 50.1%
                       

 

Mortgage Interest Rates

 

       

Weighted Average

Range of
Mortgage Interest Rates
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
5.73000%  - 6.49999% 1   $25,000,000 5.2 % 5.73000% 114   3.15x 18.7% 31.5% 31.5%
6.50000%  - 7.49999% 7   151,650,000 31.3     7.00126% 115   1.57x 11.5% 50.8% 50.2%
7.50000%  - 8.49999% 9   206,037,931 42.5     7.82329% 102   1.52x 13.3% 55.9% 53.3%
8.50000%  - 9.03000% 3   101,716,667 21.0     8.84172%   59   1.51x 14.8% 48.1% 48.1%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

Original Term to Maturity in Months

 

       

Weighted Average

Original Term to
Maturity in Months
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
60   6   $168,274,967 34.7 % 8.48643% 59   1.47x 13.7% 50.3% 50.0%
120   14   316,129,631 65.3     7.23811% 119   1.70x 13.1% 52.0% 50.2%

Total / Wtd. Avg:

20   $484,404,598 100.0 % 7.67176% 98   1.62x 13.3% 51.4% 50.1%

Remaining Term to Maturity in Months

 

        Weighted Average
Range of Remaining Term to Maturity in Months Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
58  - 99 6   $168,274,967 34.7 % 8.48643% 59   1.47x 13.7% 50.3% 50.0%
100  - 118 7   136,254,631 28.1     7.03100% 117   1.93x 13.7% 46.5% 46.5%
119  - 119 2   40,400,000 8.3     7.49478% 119   1.93x 15.5% 45.9% 45.9%
120  - 120 5   139,475,000 28.8     7.36610% 120   1.41x 11.9% 59.1% 55.0%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%
(1)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, 11, 18 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(2)In the case of Loan Nos. 1, 3, 4, 8 and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 8 

 

 

Original Amortization Term in Months

 

        Weighted Average
Original Amortization Term in Months Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)

Interest Only

15   $371,371,298 76.7 % 7.64183%   95   1.69x 13.5% 47.9% 47.9%
300 1   12,000,000 2.5     8.04000% 120   1.37x 14.4% 69.8% 57.6%
360 4   101,033,300 20.9     7.73803% 107   1.40x 12.5% 62.0% 57.2%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

Remaining Amortization Term in Months

 

        Weighted Average
Range of Remaining Amortization Term in Months Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)

Interest Only

15   $371,371,298 76.7 % 7.64183%   95   1.69x 13.5% 47.9% 47.9%
300 1   12,000,000 2.5     8.04000% 120   1.37x 14.4% 69.8% 57.6%
358 1   21,558,300 4.5     8.40200%   58   1.24x 11.4% 64.9% 62.5%
360 3   79,475,000 16.4     7.55793% 120   1.44x 12.8% 61.2% 55.8%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

Amortization Types

 

       

Weighted Average

Amortization Types Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
Interest Only 15   $371,371,298 76.7 % 7.64183%   95   1.69x 13.5% 47.9% 47.9%
Amortizing Balloon 4   83,808,300 17.3     7.81260% 104   1.43x 13.1% 61.0% 54.7%
Interest Only, Amortizing Balloon 1   29,225,000 6.0     7.64820% 120   1.30x 11.6% 67.8% 64.7%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios

 

        Weighted Average
Range of Underwritten Net Cash Flow Debt Service Coverage Ratios Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
1.24x  - 1.49x 9   $250,437,931 51.7 % 7.73942% 95   1.35x 11.3% 54.5% 53.0%
1.50x  - 1.99x 8   185,466,667 38.3     7.92782% 99   1.72x 15.0% 50.7% 49.4%
2.00x  - 2.49x 2   23,500,000 4.9     6.99554% 93   2.08x 14.8% 44.6% 44.6%
2.50x  - 3.15x 1   25,000,000 5.2     5.73000% 114   3.15x 18.7% 31.5% 31.5%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176% 98   1.62x 13.3% 51.4% 50.1%
(1)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, 11, 18 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(2)In the case of Loan Nos. 1, 3, 4, 8 and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 

 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
LTV Ratios as of the Cut-off Date

 

        Weighted Average
Range of
Cut-off Date LTVs
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
31.5%  - 39.9% 1   $25,000,000 5.2 % 5.73000% 114   3.15x 18.7% 31.5% 31.5%
40.0%  - 49.9% 7   193,450,000 39.9     8.02572%   87   1.65x 13.9% 46.5% 46.5%
50.0%  - 59.9% 9   203,171,298 41.9     7.47782% 105   1.50x 12.4% 53.7% 52.0%
60.0%  - 69.8% 3   62,783,300 13.0     7.98192%   99   1.29x 12.1% 67.2% 62.6%

Total / Wtd. Avg:

20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

LTV Ratios as of the Maturity Date

 

       

Weighted Average

Range of
Maturity Date LTVs
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
31.5%  - 39.9% 1   $25,000,000 5.2 % 5.73000% 114   3.15x 18.7% 31.5% 31.5%
40.0%  - 44.9% 2   35,000,000 7.2     7.46532% 102   1.99x 15.5% 41.4% 41.4%
45.0%  - 49.9% 6   170,700,000 35.2     8.07778%   87   1.56x 13.4% 48.2% 47.7%
50.0%  - 54.9% 7   178,421,298 36.8     7.54011% 104   1.50x 12.6% 53.4% 52.0%
55.0%  - 64.7% 4   75,283,300 15.5     7.80394% 102   1.35x 12.0% 65.3% 61.4%

Total / Wtd. Avg:

20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

Prepayment Protection

 

       

Weighted Average

Prepayment Protection Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
Defeasance 14   $309,587,931 63.9 % 7.69057% 97   1.67x 13.7% 52.0% 50.3%
Yield Maintenance 5   163,150,000 33.7 7.56219% 101   1.52x 12.4% 50.0% 49.5%
Yield Maintenance or Defeasance 1   11,666,667 2.4 8.70500%   59   1.53x 16.0% 54.9% 54.9%

Total / Wtd. Avg:

20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%

 

Loan Purpose

 

       

Weighted Average

Loan Purpose Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF DSCR(1)
UW
NOI DY(1)
Cut-off Date LTV(1)(2) Maturity Date LTV (1)(2)
Refinance 16   $376,879,598 77.8 % 7.56048%   99   1.62x 13.0% 50.6% 49.2%
Acquisition 3   92,625,000 19.1   8.11728%   88   1.59x 14.4% 54.8% 53.8%
Recapitalization 1   14,900,000 3.1   7.71700% 117   1.83x 14.5% 49.7% 49.7%
Total / Wtd. Avg: 20   $484,404,598 100.0 % 7.67176%   98   1.62x 13.3% 51.4% 50.1%
(1)In the case of Loan Nos. 1, 2, 5, 6, 8, 9, 11, 18 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2 and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.
(2)In the case of Loan Nos. 1, 3, 4, 8 and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions or an “as-is” value that includes certain portfolio premium. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “Description of the Mortgage Pool—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 10 

 

Structural and Collateral Term Sheet   Benchmark 2023-B40
Collateral Characteristics
Previous Securitization History(1)

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

% of

IPB

Location Property Type Previous Securitization
4.03 StorQuest Highlands Ranch $5,741,000 1.2% Highlands Ranch, CO Self Storage WFRBS2014-C20
4.04 StorQuest Parker (Longs) $5,273,000 1.1% Parker, CO Self Storage WFRBS2014-C20
4.05 StorQuest Aurora $3,972,000 0.8% Aurora, CO Self Storage MSC2015-UBS8
4.06 StorQuest Parker (Pony Express) $3,911,000 0.8% Parker, CO Self Storage WFCM2014-LC16
4.07 StorQuest Colfax $3,886,000 0.8% Aurora, CO Self Storage WFCM2014-LC16
9 Arundel Mills and Marketplace $25,000,000 5.2% Hanover, MD Retail MSBAM 2014-C15, MSBAM 2014-C16, JPMBB 2014-C19
10.02 300-309 Lakeside Drive $7,432,519 1.5% Horsham, PA Office BMARK 2018-B5, BMARK 2018-B6, BMARK 2018-B7, BMARK 2018-B8, JPMCC 2018-WPT
11 Outlet Shoppes at Atlanta $20,000,000 4.1% Woodstock, GA Retail CGCMT 2013-GC17
15 Best Storage Tudor Road $12,500,000 2.6% Anchorage, AK Self Storage CGCMT 2015-GC31
18 Philadelphia Marriott Downtown $11,666,667 2.4% Philadelphia, PA Hospitality MSBAM 2014-C15, MSBAM 2014-C16, MSBAM 2014-C17
19.01 Walgreens (Pickerington) $4,354,115 0.9% Pickerington, OH Retail MSBAM 2015-C22
19.02 Walgreens (Sedro Woolley) $3,265,587 0.7% Sedro Woolley, WA Retail MSBAM 2016-C28
19.03 Walgreens (Harvard) $2,734,929 0.6% Harvard, IL Retail MSBAM 2015-C22
20 Nvidia Santa Clara $10,000,000 2.1% Santa Clara, CA Mixed Use NCMS 2018-TECH
(1)The table above represents the properties for which the previously existing debt was securitized, based on information provided by the related borrower or obtained through searches of a third-party database.
(2)Cut-off Date Principal Balance represents the allocated loan amount for each respective mortgaged property.

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 11 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 12 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 13 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

Mortgage Loan Information   Property Information
Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type – Subtype: Multifamily – High Rise
Borrower Sponsor(s): William O'Kane and Karen O'Kane   Collateral: Fee
Borrower(s): AH Axis Erie, LLC   Location: Chicago, IL
Original Balance(1): $48,000,000   Year Built / Renovated: 1986 / 2015
Cut-off Date Balance(1): $48,000,000   Property Management: Group Fox, Inc.
% by Initial UPB: 9.9%   Size: 716 Units
Interest Rate: 6.88000%   Appraised Value / Per Unit(5): $256,800,000 / $358,659
Note Date: November 27, 2023   Appraisal Date(5): May 31, 2024
Original Term: 120 months   Occupancy(6): 92.5% (as of October 20, 2023)
Amortization: Interest Only   UW Economic Occupancy: 91.7%
Original Amortization: NAP   Underwritten NOI(7): $13,263,255
Interest Only Period: 120 months   Underwritten NCF: $13,036,413
First Payment Date: January 6, 2024      
Maturity Date: December 6, 2033   Historical NOI
Additional Debt Type(1): Pari Passu   Most Recent NOI(7): $10,170,700 (TTM 7/31/2023)
Additional Debt Balance(1): $88,000,000   2022 NOI: $9,284,565
Call Protection(2): L(24),YM1(89),O(7)   2021 NOI: $8,815,970
Lockbox / Cash Management: Springing / Springing   2020 NOI: NAV

Reserves(3)   Financial Information(1)
  Initial Monthly Cap   Cut-off Date Loan / Unit: $189,944
Taxes: $1,318,059 $329,515 N/A   Maturity Date Loan / Unit: $189,944
Insurance: $216,815 $30,974 N/A   Cut-off Date LTV(5): 53.0%
Replacement Reserves: $0 $15,203 N/A   Maturity Date LTV(5): 53.0%
TI / LC: $0 Springing N/A   UW NOI DY: 9.8%
Deferred Maintenance: $106,250 $0 N/A   UW NCF DSCR: 1.37x
Other(4): $6,644,232 $0 N/A      
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(1) $136,000,000 82.5 %   Loan Payoff $153,800,522 93.3 %
Borrower Sponsor Equity 22,164,897 13.4     Upfront Reserves 8,285,356 5.0  
Letter of Credit(4) 6,644,232 4.0     Closing Costs 2,723,251 1.7  
Total Sources $164,809,129 100.0 %   Total Uses $164,809,129 100.0 %
(1)The Axis Apartments Mortgage Loan (as defined below) is part of the Axis Apartments Whole Loan (as defined below) which is comprised of four pari passu promissory notes with an aggregate original principal balance of $136,000,000. The Axis Apartments Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). The Financial Information in the chart above is based on the aggregate outstanding principal balance of the Axis Apartments Whole Loan.
(2)The borrower may prepay the Axis Apartments Whole Loan in whole but not in part (i) provided no event of default has occurred and is continuing, on or after the payment date occurring in June 2033, without the payment of any prepayment premium or (ii) on and after the earlier to occur of (i) two years after the closing date of the securitization that includes the last promissory note to be securitized and (ii) November 27, 2027, through but not including the payment date occurring in June 2033, with the payment of a yield maintenance premium. The assumed lockout period of 24 payments is based on the expected Benchmark 2023-B40 securitization closing date in December 2023. The actual lockout period may be longer.
(3)For a full description of Reserves, please refer to “Initial and Ongoing Reserves” below.
(4)Other reserves include an initial (i) base rent reserve for Sonder Hospitality USA Inc. (“Sonder”) of $3,624,131, which accounts for approximately one year of Sonder’s rent, (ii) Sonder gap rent reserve of $1,812,061 and (iii) a Sonder free rent reserve of $1,208,040, all in the form of a letter of credit. See “Initial and Ongoing Reserves” below.
(5)The Appraised Value, Appraised Value / Per Unit, Cut-off Date LTV and Maturity Date LTV are based on the appraiser’s “prospective as complete – proposed” value as of May 31, 2024, which assumes completion of the currently ongoing and planned renovation work for 101 units that are being converted from office space to residential units (see “—The Property” below). The appraiser concluded to an “as-is” appraised value of $229,400,000 as of September 29, 2023, which would result in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 59.3%.
(6)Occupancy includes 101 units that are currently being converted from office space to residential units and are leased by Sonder on a six-year term with two, three-year renewal options. The other 615 units not subject to the Sonder Lease (as defined below) are 91.2% leased.
(7)The increase from Most Recent NOI to Underwritten NOI is due to the borrower sponsors converting former vacant commercial space into 101 multifamily units on floors six through 10 of the Axis Apartments Property (as defined below). Sonder is not yet in occupancy of its leased premises nor has such tenant commenced paying rent under its lease. See “The Property” 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.
 14 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

The Loan. The largest mortgage loan (the “Axis Apartments Mortgage Loan”) is part of a whole loan (the “Axis Apartments Whole Loan”) secured by the borrower’s fee interest in a Class A, 716 unit, 60-story high rise multifamily property with 17,195 square feet of ground floor retail space located in downtown Chicago, Illinois (the “Axis Apartments Property”). The Axis Apartments Whole Loan is comprised of four pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $136,000,000. The Axis Apartments Whole Loan was originated on November 27, 2023 by CREFI and accrues interest at a fixed rate of 6.88000% per annum. The Axis Apartments Whole Loan has an initial term of ten years and is interest-only for the full term. The scheduled maturity date of the Axis Apartments Whole Loan is December 6, 2033. The Axis Apartments Mortgage Loan is evidenced by the controlling Note A-1 with an outstanding principal balance as of the Cut-off Date of $48,000,000.

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

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling
Piece
A-1 $48,000,000 $48,000,000 Benchmark 2023-B40 Yes
A-2 $30,000,000 $30,000,000 CREFI(1) No
A-3 $30,000,000 $30,000,000 CREFI(1) No
A-4 $28,000,000 $28,000,000 CREFI(1) No
Whole Loan $136,000,000 $136,000,000    
(1)Expected to be contributed to one or more future securitization transactions.

The Property. The Axis Apartments Property is a Class A, 716 unit, 60-story high rise multifamily property with 17,195 square feet of ground floor retail space located in downtown Chicago, Illinois. The Axis Apartments Property was originally constructed in 1986 and recently renovated in 2009 and 2015. 101 of the units located on the 6th through 10th floors at the Axis Apartments Property are in the process of being converted from office space to residential units (the “Sonder Units”) which conversion has been divided into two phases. All 101 units have been leased by Sonder on a six-year term with two, three-year renewal options. Launched in 2014 and headquartered in San Francisco, Sonder provides a variety of accommodation options from spacious rooms to fully-equipped suites and apartments and can be found in over 40 markets spanning ten countries and three continents. The Sonder Lease accounts for 101 units and 19.0% of underwritten base rent. The Axis Apartments Property also features four retail units which are comprised of 17,195 square feet and account for 3.5% of underwritten base rent. As of October 20, 2023, the retail units were 88.7% occupied by SMI Imaging, LLC and Children’s Creative Learning Center, Inc.

Sonder is not yet in occupancy of its leased premises nor has such tenant commenced paying rent under its lease. Sonder’s lease is expected to commence following completion of the conversion work, as required by the Sonder Lease. The budget for the conversion of this space is $28,636,849 with the first phase scheduled to be completed on or before June 30, 2024 and the second phase scheduled to be completed on or before August 14, 2024. The borrower delivered a completion guaranty in connection with such obligations. There can be no assurance that the conversion of this space will be completed in the expected timeframe or at all. The Sonder Lease (as defined below) includes four months of free rent, which amount was reserved at origination of the Axis Apartments Whole Loan. The Axis Apartment Whole Loan is structured with a Sonder base rent reserve of $3,624,131 which accounts for approximately one year of Sonder’s rent, a Sonder gap rent reserve of $1,812,061 and a Sonder free rent reserve of $1,208,040, all in the form of a letter of credit.

The unit mix at the Axis Apartments Property consists of 136 convertible units, 170 studio units, 191 one-bedroom units, 47 one-bedroom plus den units, 69 two-bedroom units, two three-bedroom units and the 101 Sonder Units which are comprised of 51 studio units, 21 one-bedroom units, 28 two-bedroom units and one three-bedroom unit. Amenities at the Axis Apartments Property include a 360-degree rooftop sky park, fitness center, sauna, steam room, indoor parking garage, business center, rentable storage lockers, community grilling stations, indoor pool, bike racks, 24-hour lobby attendant, and laundry facilities.

 

 

 

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 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

The following table presents certain Information relating to the unit mix at the Axis Apartments Property:

Unit Mix(1)
Unit Type # of Units % of Total Units Occupancy Average Unit Size (Sq. Ft.) Average Monthly Rent Per Unit Average Monthly Market Rent Per Unit(2)
Convertible 136 19.0% 97.8% 546 $1,915 $1,930
Studio 170 23.7 98.2 471 1,700 1,725
1BR/1BA 173 24.2 80.3 920 2,381 2,441
1 BR/1BA-Loft 1 0.1 0.0 780 NAP 2,600
1 BR/1.5BA-Loft 17 2.4 88.2 1,149 2,874 2,900
1BR/1.5BA+Den 47 6.6 93.6 926 2,756 2,765
2BR/1.5BA 44 6.1 95.5 930 2,772 2,800
2BR/2BA 13 1.8 100.0 1,391 3,721 3,725
2BR/2BA-Loft 12 1.7 66.7 1,657 3,874 3,950
3BR/2BA-Loft 2 0.3 0.0 1,980 NAP 4,550
Sonder Studio1/2/3 BR(3) 101 14.1 100.0 753 2,990 NAP
Total / Wtd Avg. 716 100.0% 92.5% 749 $2,192(4) $2,257(4)
(1)Based on the underwritten rent roll dated October 20, 2023.
(2)Source: Appraisal.
(3)The Sonder Units are comprised of 51 studio units, 21 one-bedroom units, 28 two-bedroom units and one three-bedroom unit.
(4)Does not include the 101 Sonder Units, as each unit pays a monthly base rent of $2,990 regardless of the type of unit.

 

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Axis Apartments Property:

Cash Flow Analysis
  2021 2022 T-12 7/31/2023(1) U/W(1) UW Per
Unit
Residential Rents in Place(1) $15,244,057 $15,292,584 $15,538,339 $18,381,399 $25,672.34
Commercial Rents in Place(1) 3,464,089 3,425,895 3,445,151 657,439 918.21
Potential Income from Vacant Units 0 0 0 1,755,531 2,451.86
Gross Potential Rent $18,708,146 $18,718,479 $18,983,490 $20,794,369 $29,042.41
Other Income(2) 2,156,196 2,408,174 2,437,123 2,697,714 3,767.76
Net Rental Income $20,864,342 $21,126,653 $21,420,613 $23,492,083 $32,810.17
Vacancy & Credit Loss (3,995,972) (3,115,816) (2,884,302) (1,755,531) (2,451.86)
Effective Gross Income $16,868,370 $18,010,837 $18,536,311 $21,736,552 $30,358.31
           
Real Estate Taxes 3,124,424 3,765,884 3,765,884 3,803,902 5,312.71
Insurance 274,802 337,883 348,320 353,983 494.39
Management Fee 337,367 360,217 370,726 434,731 607.17
Other Operating Expenses(3) 4,315,807 4,262,288 3,880,681 3,880,681 5,419.95
Total Expenses $8,052,400 $8,726,272 $8,365,611 $8,473,297 $11,834.21
           
Net Operating Income $8,815,970 $9,284,565 $10,170,700 $13,263,255 $18,524.10
Replacement Reserves 0 0 0 209,647 $292.80
TI/LC 0 0 0 17,195 $24.02
Net Cash Flow $8,815,970 $9,284,565 $10,170,700 $13,036,413 $18,207.28
           
Occupancy 83.3% 96.6% 95.5% 91.7%(4)  
NCF DSCR(5) 0.93x 0.98x 1.07x 1.37x  
NOI Debt Yield(5) 6.5% 6.8% 7.5% 9.8%  
(1)The increase from T-12 7/31/2023 Net Operating Income to U/W Net Operating Income and T-12 7/31/2023 Residential Rents in Place to U/W Rents in Place along with the accompanying decrease from T-12 7/31/2023 Commercial Rents in Place to U/W Commercial Rents in Place is primarily attributable to the borrower sponsors converting former vacant commercial space into 101 multifamily units on floors six through 10 of the Axis Apartments Property.
(2)Other Income consists of parking income, water/sewer usage fees, commission laundry income, trash removal usage fees and other miscellaneous income for the apartments and tenant’s pro-rata obligation for real estate tax expense and CAM expenses for the commercial component.
(3)Other Operating Expenses consist of repairs and maintenance, utilities, advertising and marketing, general and administrative and non revenue units.
(4)Underwritten occupancy is based on the economic occupancy.
(5)NCF DSCR and NOI Debt Yield are based on the Axis Apartments Whole Loan balance.

 

 

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 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

Appraisal. According to the appraisal, the Axis Apartments Property had an “as-is” appraised value of $229,400,000 as of September 29, 2023 and a “prospective as complete – proposed” value of $256,800,000, which takes into account the executed Sonder Lease. The table below shows the appraiser’s “as-is” conclusions. Based on the “as-is” value of $229,400,000, the Cut-off Date LTV and Maturity Date LTV for the Axis Apartments Whole Loan are 59.3%. 

Axis Apartments Appraised Value
Property Value(1) Capitalization Rate
Axis Apartments $229,400,000 5.25%
(1)Source: Appraisal.

Environmental Matters. According to the Phase I environmental assessment dated October 6, 2023, there was no evidence of any recognized environmental conditions at the Axis Apartments Property.

The Market. The Axis Apartments Property is located at 441 East Erie Street in the Near North neighborhood of Chicago, Illinois, just north of Chicago’s CBD. Primary access to the neighborhood is provided by Chicago Avenue, North Avenue and La Salle Street.

According to the appraisal, the Axis Apartments Property is located in the Streeterville/River North apartment submarket of the Chicago MSA. As of the second quarter of 2023, the Streeterville/River North apartment submarket had a total inventory of 52,058 units, a vacancy rate of 4.9%, and effective rent of $2,784 per unit.

According to the appraisal, the 2023 population within a one-, three- and five-mile radius of the Axis Apartments Property was 82,421, 328,425 and 728,820, respectively. The 2023 average household income within the same radii was $185,238, $177,282 and $155,758, respectively.

The following table presents certain information relating to comparable multifamily properties to the Axis Apartments Property:

Multifamily Rent Comparables(1)
Property Name Distance from Subject Year Built / Renovated Occupancy Number of Units Average Unit Size Average Rent Per Unit
Axis Apartments 1986 / 2015 92.5%(2)(3) 716(2) 749 SF(2) $2,192(2)(4)
The Bernardin 0.5 Miles 2005 / 2023 90.0% 171 1,050 SF $3,283
One East Delaware 0.7 Miles 1989 / 2019 98.0% 304 768 SF $2,582
Gold Cost City Club Apartments 0.4 Miles 1962 / 2016 95.0% 145 812 SF $2,253
1111 N. Dearborn Street 0.9 Miles 1981 / 2020 95.0% 286 744 SF $2,309
1000 N LaSalle 1.0 Miles 1980 / NAP 96.0% 148 793 SF $2,213
65 East Scott 0.9 Miles 1975 / NAP 100.0% 230 697 SF $2,056
The Chicagoan 0.5 Miles 1990 / 2014 95.0% 221 925 SF $2,749
Arrive Streeterville 0.1 Miles 1972 / 2019 97.0% 1,061 739 SF $2,232
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated October 20, 2023.
(3)Occupancy includes 101 units that are currently being converted from office space to residential units and are leased by Sonder on a six year term. The other 615 units are 91.2% leased.
(4)Does not include the 101 Sonder Units as each unit pays a monthly base rent of $2,990 regardless of the type of unit.

The Borrower and the Borrower Sponsor. The borrower is AH Axis Erie, LLC, a Delaware limited liability company and single purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Axis Apartments Whole Loan. The borrower sponsors and non-recourse carveout guarantors are William O'Kane and Karen O'Kane. William O’Kane is the founder and head of Group Fox, a family owned real estate investment firm founded in 1978 that owns and operates over 4,000 apartments in 15 unique neighborhoods in Chicago, Illinois. 

Property Management. The Axis Apartments Property is managed by Group Fox, Inc., a borrower affiliated management company.

Initial and Ongoing Reserves. At origination of the Axis Apartments Whole Loan, the borrower deposited approximately (i) $1,318,059 into a reserve account for real estate taxes, (ii) $216,815 into a reserve account for insurance premiums, (iii) $106,250 into a reserve account for immediate repairs, (iv) $1,812,061 in the form of a letter of credit into a reserve account for gap rent under the Sonder Lease, (v) $3,624,131 in the form of a letter of credit into a reserve account for base rent under the Sonder Lease, and (vi) $1,208,040 in the form of a letter of credit into a reserve account for free rent under the Sonder Lease.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 17 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $329,515).

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $30,974). 

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $15,203.

TI / LC Reserve – During the continuance of a Trigger Period (as defined below), the borrower is required to deposit into a tenant improvements and leasing commissions reserve account, on a monthly basis, approximately $1,434, for tenant improvements and leasing commissions incurred with respect to non-residential leases other than the Sonder Lease. 

Lockbox / Cash Management. The Axis Apartments Whole Loan is structured with a springing lockbox and springing cash management. On the first occurrence of a Trigger Period, the borrower is required to establish a lender-controlled lockbox account, and is thereafter required to deposit, or cause the property manager to, immediately deposit all revenue received by the borrower or the property manager into such lockbox. Within five days after the first occurrence of a Trigger Period, the borrower is required to deliver a notice to all tenants under non-residential leases at the Axis Apartments Property directing them to remit rent and all other sums due under the applicable lease directly to the lender-controlled lockbox account. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of the borrower unless a Trigger Period exists and the lender elects (in its sole and absolute discretion) to deliver a restricted account notice to the institution maintaining the lockbox account, in which case all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with the Axis Apartments Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Axis Apartments Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Axis Apartments Whole Loan.

Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the Axis Apartments Whole Loan documents, (ii) the debt service coverage ratio being less than 1.05x (provided, however, that no Trigger Period will exist pursuant this clause (ii) during any period that the DSCR Collateral Cure Conditions (as defined below) are satisfied), and (iii) the occurrence of a Specified Tenant Trigger Period (as defined below) (provided, however, that no Trigger Period will exist pursuant to this clause (iii) during any period that the Collateral Cure Conditions (as defined below) are satisfied); and (B) expiring upon (x) with regard to clause (i) above, the cure (if applicable) of such event of default under the Axis Apartments Whole Loan documents, (y) with regard to clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.10x for two consecutive calendar quarters, and (z) with regard to clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

Collateral Cure Conditions” will be deemed to exist if, within ten days following the occurrence of the relevant Trigger Period, the borrower deposits into an account with the lender an amount equal to $3,624,120 (in the form of cash or a letter of credit) as additional collateral for the Axis Apartments Whole Loan, and which will only be returned to the borrower upon either (i) satisfaction of the Collateral Cure Release Conditions (as defined below) or (ii) full repayment of the Axis Apartments Whole Loan. 

Collateral Cure Release Conditions” will be deemed satisfied if either: (a) all applicable Trigger Periods for which the Collateral Cure Conditions have been satisfied in order to cause the cessation of such Trigger Period(s) cease to exist pursuant to the other terms and conditions of the definition of Trigger Period (and/or the definition of Specified Tenant Trigger Period, as applicable) without regard to the fact that any collateral has been posted hereunder to satisfy the Collateral Cure Conditions (e.g., (1) in the case of Specified Tenant being in default under the applicable Specified Tenant (as defined below) lease, the conditions set forth in clause (i) of the definition of Specified Tenant Cure Conditions (as defined below) have been satisfied, or (2) in the case of a Trigger Period due to a low debt service coverage ratio, the conditions set forth in clause (B)(y) of the definition of Trigger Period have been satisfied); or (b)(i) no Trigger Period then exists (or would exist if the collateral posted to satisfy the Collateral Cure Conditions is released to the borrower), (ii) the debt yield equals or exceeds 9.25%, and (iii) the Sonder Lease is no longer in place at the Axis Apartments Property and at least ninety of the individual dwelling units intended to be covered by the Sonder Lease as of origination of the Axis Apartments Whole Loan have been leased to other tenants by the borrower pursuant to residential leases.

DSCR Collateral Cure Conditions” shall be deemed to exist if (i) the Collateral Cure Conditions are satisfied and (ii) the debt service coverage ratio would, but for the exclusion of rental income from the Sonder Lease, equal or exceed 1.05x.

“Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) a Specified Tenant being in default under the applicable Specified Tenant lease, (ii) a Specified Tenant failing to be in actual, physical possession of its Specified Tenant space (or applicable portion thereof), (iii) a Specified Tenant failing to be open for business during customary hours and/or “going dark” in its Specified Tenant space (or applicable portion thereof), (iv) a Specified Tenant giving notice that it is terminating its lease for all or any portion of its Specified Tenant space (or applicable portion thereof), (v) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, and (vi) any bankruptcy or similar insolvency of a Specified Tenant; and (B) expiring upon the lender’s

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 18 

 

Multifamily – High Rise

441 East Erie Street

Chicago, IL 60611

 

Collateral Asset Summary – Loan No. 1

Axis Apartments

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

53.0%

1.37x

9.8%

receipt of evidence reasonably acceptable to the lender of the first to occur of (1) the satisfaction of the applicable Specified Tenant Cure Conditions or (2) the borrower leasing the entire Specified Tenant space (or applicable portion thereof) pursuant to one or more leases in accordance with the applicable terms and conditions of the Axis Apartments Whole Loan documents, the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised under its lease, all contingencies to effectiveness of such lease having expired or been satisfied, each such lease having commenced and the Specified Tenant has commenced paying full unabated rent.

Specified Tenant Cure Conditions” means each of the following, as applicable (i) the Specified Tenant has cured all defaults under the applicable Specified Tenant lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to final, non-appealable order of a court of competent jurisdiction, and (v) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease. 

Specified Tenant” means, as applicable, (i) Sonder, together with any replacement, successor and/or assigns thereof in accordance with the terms of the Axis Apartments Whole Loan documents, and (ii) any guarantor of any Specified Tenant lease (including without limitation, Sonder).

Sonder Lease” means that certain lease agreement dated as of March 31, 2021, between the borrower, as landlord, and Sonder, as tenant.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 19 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 20 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 21 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

Mortgage Loan Information Property Information
Loan Seller: CREFI   Single Asset / Portfolio: Portfolio
Loan Purpose: Acquisition   Property Type – Subtype: Various
Borrower Sponsor(s): Carolyn Dayon, Harry Adjmi, Eva Vegh and Yael Ishakis   Collateral: Fee
Borrower(s): Bala Plaza Park LLC, Story of Jonah LLC and Adjmi Bala PropCo LLC   Location: Bala Cynwyd, PA
Original Balance(1): $48,000,000   Year Built / Renovated(5): Various / Various
Cut-off Date Balance(1): $48,000,000   Property Management: Bala Plaza MGMT LLC
% by Initial UPB: 9.9%   Size: 1,136,771 SF
Interest Rate: 8.71000%   Appraised Value / Per SF: $210,100,000 / $185
Note Date: November 2, 2023   Appraisal Date: 7/27/2023
Original Term: 60 months   Occupancy: 89.4% (as of August 30, 2023)
Amortization: Interest Only   UW Economic Occupancy: 89.8%
Original Amortization: NAP   Underwritten NOI: $16,163,153
Interest Only Period: 60 months   Underwritten NCF: $14,744,653
First Payment Date: December 6, 2023      
Maturity Date: November 6, 2028   Historical NOI
Additional Debt Type(1)(6): Pari Passu / Mezzanine   Most Recent NOI: $15,493,025 (TTM 8/31/2023)
Additional Debt Balance(1)(6): $51,500,000 / $30,000,000   2022 NOI: $14,540,415
Call Protection(2): L(3),YM1(50),O(7)   2021 NOI: $15,021,589
Lockbox / Cash Management: Hard / Springing   2020 NOI: $14,391,911
Reserves(3)   Financial Information(1)
  Initial Monthly Cap     Whole Loan Total Debt
Taxes: $346,446 $346,446 N/A   Cut-off Date Loan / SF: $88 $114
Insurance: $56,824 $28,412 N/A   Maturity Date Loan / SF: $88 $114
Replacement Reserves: $0 $23,514 $846,514   Cut-off Date LTV: 47.4% 61.6%
TI / LC: $5,000,000 Springing $2,000,000   Maturity Date LTV: 47.4% 61.6%
Other(4): $3,708,965 $0 N/A   UW NOI DY: 16.2% 12.5%
          UW NCF DSCR: 1.68x 1.43x
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(1) $99,500,000 49.5 %   Purchase Price $185,000,000 92.0 %
Borrower Sponsor Equity 51,299,773 25.5     Upfront Reserves 9,112,235  4.5  
Mezzanine Loan(6)   30,000,000  14.9     Closing Costs 6,986,046 3.5  
Other Sources(7) 20,298,509 10.1            
Total Sources $201,098,281 100.0 %   Total Uses $201,098,281 100.0 %
(1)The Bala Plaza Portfolio Mortgage Loan (as defined below) is part of the Bala Plaza Portfolio Whole Loan (as defined below) which is comprised of three pari passu promissory notes with an aggregate original principal balance of $99,500,000. The Bala Plaza Portfolio Whole Loan was originated by Citi Real Estate Funding Inc. (“CREFI”). The financial information in the chart above is based on the aggregate outstanding principal balance as of the Cut-off Date of the Bala Plaza Portfolio Whole Loan and the total debt inclusive of a $30,000,000 mezzanine loan.
(2)The borrowers have the option to prepay the Bala Plaza Portfolio Whole Loan in whole but not in part (i) on or after the payment date occurring in May 2028 without the payment of any prepayment premium or (ii) at any time other than the period commencing 60 days prior to an anticipated securitization of any portion of the Bala Plaza Portfolio Whole Loan and ending 60 days after the closing of such securitization with the payment of a prepayment fee equal to the greater of 1.00% of the amount prepaid and a yield maintenance premium. The assumed prepayment lockout period of three payments is based on the closing date of the Benchmark 2023-B40 securitization in December 2023. The actual lockout period may be longer.
(3)For a full description of Escrows and Reserves, please refer to “Initial and Ongoing Reserves” below.
(4)Other reserves include an initial garage repair reserve of $2,300,000, an initial unfunded obligations reserve of approximately $1,179,363 and an initial free rent reserve of approximately $229,601. See “Initial and Ongoing Reserves” below.
(5)See the “Portfolio Summary” chart below.
(6)See “Mezzanine Debt” below.
(7)Other Sources primarily consists of a seller credit of $15,796,250, security deposit credit of approximately $1,957,748, tenant improvements credit of approximately $1,104,456 and approximately $1,440,054 of other miscellaneous credits.
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 22 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

The Loan. The second largest mortgage loan (the “Bala Plaza Portfolio Mortgage Loan”) is part of a whole loan (the “Bala Plaza Portfolio Whole Loan”) secured by the borrowers’ fee interests in two office properties and one mixed use property each located in Bala Cynwyd, Pennsylvania totaling 1,136,771 square feet (the “Bala Plaza Portfolio Properties”). The Bala Plaza Portfolio Whole Loan is comprised of three pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $99,500,000. The Bala Plaza Portfolio Whole Loan was originated on November 2, 2023 by CREFI and accrues interest at a fixed rate of 8.71000% per annum. The Bala Plaza Portfolio Whole Loan has an initial term of five years and is interest-only for the full term. The scheduled maturity date of the Bala Plaza Portfolio Whole Loan is the payment date that occurs on November 6, 2028. The Bala Plaza Portfolio Mortgage Loan is evidenced by the controlling Note A-1 with an aggregate outstanding principal balance as of the Cut-off Date of $48,000,000.

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

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling
Piece
A-1 $48,000,000 $48,000,000 Benchmark 2023-B40 Yes
A-2 $40,000,000 $40,000,000 BMO 2023-C7 No
A-3 $11,500,000 $11,500,000 CREFI(1) No
Whole Loan $99,500,000 $99,500,000    
(1)Expected to be contributed to one or more future securitization transactions.

The Properties. The Bala Plaza Portfolio Properties consist of three properties located in Bala Cynwyd, Pennsylvania which total 1,136,771 square feet and are comprised of two seven-story, Class A office buildings totaling 390,899 square feet, located at 251 Saint Asaphs Road in Bala Cynwyd, Pennsylvania (the “Three Bala Plaza Property”), a six-story, Class A office property totaling 386,788 square feet located at 231 Saint Asaphs Road in Bala Cynwyd, Pennsylvania (the “One Bala Plaza Property”) and a ten-story, Class A, 359,084 square foot mixed use office / retail property located at 333 East City Avenue in Bala Cynwyd, Pennsylvania (the “Two Bala Plaza Property”). The retail component at the Two Bala Plaza Property is occupied by Saks Fifth Avenue LLC which occupies 100,500 square feet and has been in occupancy since September 1969.

The Bala Plaza Portfolio Properties are located approximately four miles northwest of the Philadelphia CBD, slightly outside of the city limits. The Bala Plaza Portfolio Properties were built between 1968 and 1983 and were each renovated between 2020 and 2021 including approximately $56.0 million of capital improvements between 2017 and 2021. Renovations include an approximately $41.6 million redevelopment of One Bala Plaza Property along with HVAC upgrades, roof replacement, new restrooms, lobby renovations and fitness center expansion at the Bala Plaza Portfolio Properties.

As of August 30, 2023, the Bala Plaza Portfolio Properties were 89.4% occupied by 85 unique tenants. The largest tenant at the Bala Plaza Portfolio Properties is Tokio Marine North America, Inc. which accounts for 26.0% of NRA and 30.3% of underwritten base rent. Outside of Tokio Marine North America, Inc. no tenant accounts for more than 3.6% of NRA and 5.1% of underwritten base rent. The Bala Plaza Portfolio Properties maintained leasing momentum throughout the COVID-19 pandemic with 41 new leases and 56 renewals being executed since January 2020 which account for 41.7% of NRA and 54.9% of underwritten base rent. 

The following table presents certain information relating to the Bala Plaza Portfolio Properties:

Portfolio Summary
Property Name City, State Year Built / Renovated(1) Sq. Ft.(2) Occupancy(2) Allocated Whole Loan Cut-off Date Balance % of Allocated Whole Loan Cut-off Date Balance Appraised Value(1) U/W NOI(2) % of U/W NOI
Three Bala Plaza Bala Cynwyd, PA 1983 / 2020    390,899 87.1% $41,102,468 41.3% $85,500,000 $6,964,032 43.1 %
One Bala Plaza Bala Cynwyd, PA 1968 / 2021    386,788 88.9 39,180,794 39.4 81,300,000 5,628,610 34.8  
Two Bala Plaza Bala Cynwyd, PA 1969 / 2020    359,084 92.6 19,216,738 19.3 43,300,000 3,570,511 22.1  
Total     1,136,771 89.4% $99,500,000 100.0% $210,100,000 $16,163,153 100.0 %
(1)Source: Appraisal
(2)Based on the underwritten rent rolls dated August 30, 2023.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 23 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

Major Tenants. The three largest tenants based on underwritten base rent are Tokio Marine North America, Inc., Global Indemnity Group, Inc. (“Global Indemnity Group”) and NCS Pearson, Inc.

Tokio Marine North America, Inc. (295,930 square feet; 26.0% of NRA; 30.3% of underwritten base rent): Tokio Marine North America, Inc. leases 90,687 square feet of space at the Three Bala Plaza Property and 205,243 square feet of space at the One Bala Plaza Property. Tokio Marine North America, Inc. is an insurance solutions conglomerate that manages multiple companies including Philadelphia Insurance Companies (“Philadelphia Insurance”) and Tokio Marine America Insurance Company.

Tokio Marine North America, Inc. operates Philadelphia Insurance out of the One Bala Plaza Property, which serves as its headquarters for Philadelphia Insurance. Philadelphia Insurance is a national property/casualty and professional liability insurance carrier that designs, markets and underwrites commercial products and services. Philadelphia Insurance has over 2,000 employees and serves over 120 specialized business markets across the United States. The Philadelphia Insurance lease is guaranteed by Tokio Marine North America, Inc. Philadelphia Insurance has been at the One Bala Plaza Property since June 2017 and has a lease term through January 2035 with no termination and one renewal option for five or ten years.

Tokio Marine North America, Inc. operates Tokio Marine North America Services out of the Three Bala Plaza Property, which serves as the headquarters for Tokio Marine North America Services. Tokio Marine North America Services provides services to Tokio Marine Group companies in finance and accounting, information technology, internal audit, actuarial, legal, facilities, corporate communications and human resources supporting more than 3,000 people and $4 billion in annual premium revenue. Tokio Marine North America Services has been at the Three Bala Plaza Property since October 2019 and has a lease term through January 2035 with no termination and one renewal option for five or ten years.

Global Indemnity Group (40,517 square feet; 3.6% of NRA; 5.1% of underwritten base rent): Global Indemnity Group (NYSE: GBLI) is a specialty property and casualty insurance company that provides services for small to middle-market businesses. Global Indemnity Group has three offices across the United States and one office in Ireland with its leased space at the Three Bala Plaza Property serving as its United States headquarters. Global Indemnity Group has been at the Three Bala Plaza Property since March 2007 and has a current lease term through December 2029 with two five-year renewal options. Global Indemnity Group has a one-time right to terminate its lease as of December 31, 2025, upon 12 months’ prior written notice to the landlord.

NCS Pearson, Inc. (37,395 square feet; 3.3% of NRA; 4.5% of underwritten base rent): NCS Pearson, Inc. provides software applications and technologies for education, testing, assessment and data management. NCS Pearson, Inc. has been a tenant at the Three Bala Plaza Property since May 2011 and has a current lease term through July 2026 with no termination options and one, five-year renewal option.

 

 

 

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 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

The following table presents certain information relating to the tenants at the Bala Plaza Portfolio Properties:

Tenant Summary(1)

 

Tenant

Property Credit Rating (Moody’s/
S&P/Fitch)(2)
Net Rentable Area (SF) % of Net Rentable Area U/W
Base Rent(3)
U/W Base Rent
Per SF(3)
% of Total U/W Base Rent(3) Lease Expiration Termination Option (Y/N) Renewal Options
Tokio Marine North America, Inc.(4) Various NR/NR/NR 295,930 26.0 % $9,083,693 $30.70    30.3 % 1/31/2035 N Various(5)
Global Indemnity Group, Inc. Three Bala Plaza NR/NR/NR 40,517 3.6   1,519,388 $37.50 5.1   12/31/2029    Y(6) 2 x 5 Yr
NCS Pearson, Inc. Three Bala Plaza NR/NR/NR 37,395 3.3   1,359,295 $36.35 4.5   7/31/2026 N 1 x 5 Yr
Beasley Media Group, LLC One Bala Plaza NR/NR/NR 36,858 3.2   1,290,030 $35.00 4.3   3/31/2029 N 2 x 5 Yr
Investedge, Inc. Three Bala Plaza NR/NR/NR 28,563 2.5   1,042,550 $36.50 3.5   5/31/2026 N 2 x 5 Yr
Vitalyst, LLC One Bala Plaza NR/NR/NR 26,530 2.3   921,918 $34.75 3.1   12/31/2025 N 1 x 5 Yr
Massachusetts Mutual Life Insurance Company Two Bala Plaza Aa3/AA+/AA 24,985 2.2   911,953 $36.50 3.0   6/30/2025 N 1 x 3 Yr
Harmelin Media, Inc. Three Bala Plaza NR/NR/NR 23,810 2.1   869,065 $36.50 2.9   6/30/2024 N None
United States Postal Service Two Bala Plaza NR/NR/NR 20,479 1.8   764,482 $37.33 2.6   4/30/2026    N(7) None
Manko Gold Katcher & Fox, LLP Three Bala Plaza NR/NR/NR 19,736 1.7   759,836 $38.50 2.5   3/31/2033   Y(8) 2 x 5 Yr
Largest Tenants     554,803 48.8 % $18,522,209 $33.39 61.8 %      
Other Tenants     461,947 40.6   $11,425,080 $24.73 38.2        
Total Occupied     1,016,750 89.4 % $29,947,289 $29.45 100.0 %      
Vacant     120,021 10.6              
Total     1,136,771 100.0 %            
(1)Based on the underwritten rent rolls dated August 30, 2023.
(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 PSF, U/W Base Rent and % of Total U/W Base Rent include (x) straight-line rent steps of $66,561 and (y) contractual rent steps through (i) September 1, 2024 for the Three Bala Plaza Property and Two Bala Plaza Property and (ii) October 1, 2024 for the One Bala Plaza Property, collectively totaling $450,694.
(4)Tokio Marine North America, Inc. leases 90,687 square feet of space at the Three Bala Plaza Property and 205,243 square feet of space at the One Bala Plaza Property.
(5)Tokio Marine North America, Inc. has one renewal option for five or ten years.
(6)Global Indemnity Group, Inc. has the one-time right to terminate its lease effective December 31, 2025, by providing written notice to landlord on or before December 31, 2024, and the payment of a termination fee.
(7)The United States Postal Service has a termination option with respect to 1,392 square feet of space at the Two Bala Plaza Property by providing 90 days written notice.
(8)Manko Gold Katcher & Fox, LLP has the one-time right to terminate its lease effective August 15, 2029 by providing written notice to landlord on or before August 15, 2028 and the payment of a termination fee.

 

The following table presents certain information relating to the lease rollover schedule at the Bala Plaza Portfolio Properties, based on initial lease expiration dates:

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA U/W Base Rent(3) % of Total U/W Base Rent(3) U/W Base Rent $ per SF(3) # of Expiring Leases
2023 & MTM 0 0.0 % 0.0%   $0 0.0 % $0.00 0
2024(4) 102,899 9.1   9.1%   3,538,571 11.8   $34.39 25
2025(5) 84,073 7.4   16.4%   2,980,916 10.0   $35.46 12
2026(6) 139,662 12.3   28.7%   5,031,551 16.8   $36.03 16
2027 116,970 10.3   39.0%   667,046 2.2   $5.70 7
2028 59,787 5.3   44.3%   2,266,649 7.6   $37.91 10
2029 88,280 7.8   52.0%   3,198,465 10.7   $36.23 4
2030 31,311 2.8   54.8%   1,100,265 3.7   $35.14 3
2031 14,237 1.3   56.1%   452,025 1.5   $31.75 1
2032 8,329 0.7   56.8%   303,882 1.0   $36.48 2
2033 31,367 2.8   59.5%   1,200,535 4.0   $38.27 3
2034 & Thereafter(7) 339,835 29.9   89.4%   9,207,384 30.7   $27.09 2
Vacant 120,021 10.6   100.0%   NAP NAP   NAP NAP
Total / Wtd. Avg. 1,136,771 100.0 %   $29,947,289 100.0 % $29.45 85
(1)Based on the underwritten rent rolls dated August 30, 2023.
(2)Certain tenants have more than one lease. Certain tenants may have lease termination or contraction options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.
(3)U/W Base Rent, % of Total U/W Base Rent, and U/W Base Rent $ per SF include straight-line rent steps of $66,561 and contractual rent steps through September 1, 2024 for the Three Bala Plaza Property and Two Bala Plaza Property and through October 1, 2024 for the One Bala Plaza Property totaling $450,694.
(4)Includes one tenant, Pagano’s Market Bala, Inc at the One Bala Plaza Property with no U/W Base Rent attributed to this tenant.
(5)Includes one tenant, Top Hat Coffee Co. LLC at the Two Bala Plaza Property with no U/W Base Rent attributed to this tenant.
(6)Includes one tenant, American Bowtie, Inc at the Two Bala Plaza Property with no U/W Base Rent attributed to this tenant.
(7)2034 & Thereafter is inclusive of 40,562 square feet of storage space to which no lease or rent is attributable.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 25 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Bala Plaza Portfolio Properties:

Cash Flow Analysis(1)
  2019 2020 2021 2022 TTM 8/31/2023 U/W U/W Per SF
In-Place Rent $24,789,504 $26,660,349 $27,912,429 $27,333,932 $28,358,463 $29,430,034 $25.89
Contractual Rent Steps(2) 0 0 0 0 0 517,255 0.46
Potential Income from Vacant Space 0 0 0 0 0 3,725,588 3.28
Gross Potential Rent $24,789,504 $26,660,349 $27,912,429 $27,333,932 $28,358,463 $33,672,877 $29.62
Total Reimbursements 2,871,453 1,644,112 2,618,582 3,882,587 4,078,929 2,849,514 2.51
Total Gross Income $27,660,957 $28,304,461 $30,531,011 $31,216,518 $32,437,391 $36,522,391 $32.13
Other Income(3) 505,433 500,746 521,499 655,220 687,649 679,987 0.60
(Vacancy/Credit Loss) 0 0 0 0 0 (3,725,588) (3.28)
Effective Gross Income $28,166,390 $28,805,208 $31,052,511 $31,871,739 $33,125,041 $33,476,790 $29.45
Management Fee 928,183 988,838 1,084,279 1,070,431 1,157,461 1,004,304 0.88
Real Estate Taxes 3,872,860 3,971,722 4,040,953 4,125,520 3,990,605 4,306,720 3.79
Insurance 161,259 169,607 191,143 261,531 262,208 324,911 0.29
Other Expenses(4) 9,771,722 9,283,130 10,714,546 11,873,843 12,221,742 11,677,701 10.27
Total Expenses $14,734,024 $14,413,296 $16,030,922 $17,331,324 $17,632,016 $17,313,636 $15.23
Net Operating Income $13,432,366 $14,391,911 $15,021,589 $14,540,415 $15,493,025 $16,163,153 $14.22
Capital Expenditures 0 0 0 0 0 282,171 0.25
TI / LC 0 0 0 0 0 1,136,329 1.00
Net Cash Flow $13,432,366 $14,391,911 $15,021,589 $14,540,415 $15,493,025 $14,744,653 $12.97
               
Occupancy 91.6% 90.8% 90.8% 92.8% 89.4% 89.8%(5)  
NCF DSCR(6) 1.53x 1.64x 1.71x 1.65x 1.76x 1.68x  
NOI Debt Yield(6) 13.5% 14.5% 15.1% 14.6% 15.6% 16.2%  
(1)Based on the underwritten rent rolls dated August 30, 2023.
(2)Underwritten Contractual Rent Steps include (x) straight-line rent steps of $66,561 and (y) contractual rent steps through (i) September 1, 2024 for the Three Bala Plaza Property and Two Bala Plaza Property and (ii) October 1, 2024 for the One Bala Plaza Property, collectively totaling $450,694.
(3)Other Income includes storage rent, license fees and percentage rent for Pagano’s Market Bala, Inc, Top Hat Coffee Co. LLC and American Bowtie, Inc.
(4)Other Expenses consist of payroll and benefits, cleaning, repairs and maintenance, utilities and general, administrative expenses and non-reimbursable expenses.
(5)Underwritten occupancy is based on the economic occupancy.
(6)NCF DSCR and NOI Debt Yield are based on the Bala Plaza Portfolio Whole Loan balance.

Appraisals. According to the appraisal, the Bala Plaza Portfolio Properties had an “as is” appraised value of $210,100,000 as of July 27, 2023. The table below shows the appraiser’s “as-is” conclusions.

Bala Plaza Portfolio(1)
Property Property Type - Subtype Value(2) Capitalization Rate(2)
Three Bala Plaza Office – Suburban $85,500,000 7.50%
One Bala Plaza Office – Suburban $81,300,000 7.50%
Two Bala Plaza Mixed Use – Office/Retail $43,300,000 7.50%
Total / Wtd. Avg   $210,100,000 7.50%
(1)Source: Appraisal.
(2)The appraiser used a discounted cash flow analysis utilizing a 9.0% discount rate and 7.75% terminal capitalization rate to arrive at its value. The capitalization rates shown above represent the direct capitalization rate.

 

Environmental Matters. According to the Phase I environmental assessment dated August 3, 2023, there was no evidence of any recognized environmental conditions at the Bala Plaza Portfolio 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.
 26 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

The Market. The Bala Plaza Portfolio Properties are located in Bala Cynwyd, Pennsylvania within the Philadelphia-Camden-Wilmington, PA-NJ-DE-MD MSA (the “Philadelphia MSA”). The Bala Plaza Portfolio Properties are located off of East City Avenue and Saint Asaphs Road with nearby access to Interstate 76 within a mile of the Bala Plaza Portfolio Properties. Other major transportation arterials within proximity of the Bala Plaza Portfolio Properties include US Route 30 and US Route 13.

According to the appraisal, the Bala Plaza Portfolio Properties are located in the Bala Cynwyd/Narberth submarket of the Philadelphia MSA. As of the second quarter of 2023, the Bala Cynwyd/Narberth submarket had a total office inventory of 3,741,473 square feet, a vacancy rate of 13.6%, average asking rent of $35.39 per square foot and positive net absorption of 42,469 square feet in the first half of 2023.

The following table presents certain information relating to comparable office leases at Bala Plaza Portfolio Properties:

Comparable Office Rental Summary(1)
Property Name Tenant Suite Size (SF) Commencement Lease Term (Yrs) Rent (PSF)
Bala Plaza Portfolio Various Various Various Various $29.45(2)
One Belmont Quality Progression 11,900 SF July 2023 10.4 yrs $32.00
Five Tower Bridge Crown Caste USA Inc. 29,150 SF July 2023 10.7 yrs $35.16
100 4 Falls Corporate Ctr Burns White 22,119 SF March 2023 5.0 yrs $32.00
Swedesford Road Office Trinseo 25,314 SF September 2022 10.0 yrs $28.41
One Presidential Pep Boys 35,950 SF February 2022 10.0 yrs $30.50
Five Tower Bridge Teksystems 16,874 SF January 2022 6.0 yrs $41.00
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated August 30, 2023.

The Borrowers and the Borrower Sponsor. The borrowers are Bala Plaza Park LLC, Story of Jonah LLC and Adjmi Bala PropCo LLC, as tenants in common with respect to the Bala Plaza Portfolio Whole Loan. Each borrower is a Delaware limited liability company and single-purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Bala Plaza Portfolio Whole Loan. The borrower sponsors and non-recourse carveout guarantors are Carolyn Dayon, Harry Adjmi, Eva Vegh and Yael Ishakis. Carolyn Dayon is an experienced real estate property management professional and is the co-founder and operator of MS Management, LLC and Mint Management LLC. Harry Adjmi helps run A&H Acquisitions, a Manhattan based privately held real estate investment company with over 100 properties in its portfolio. Eva Vegh has a background in real estate sales and real estate development. She founded Woodstone Properties, LLC in 2011 to acquire and develop new projects. Lastly, Yael Ishakis is a licensed mortgage broker and vice president at FM Home Loans.

Property Management. The Bala Plaza Portfolio Properties are managed by Bala Plaza MGMT LLC, a borrower-affiliated management company.

Initial and Ongoing Reserves. At origination of the Bala Plaza Portfolio Whole Loan, the borrowers deposited approximately (i) $346,446 into a reserve account for real estate taxes, (ii) $56,824 into a reserve account for insurance premiums, (iii) $5,000,000, into a reserve account for tenant improvements and leasing commissions, (iv) $2,300,000 into a reserve account for garage repairs, (v) $1,179,363 into a reserve account for unfunded obligations and (vi) $229,601 into a reserve account for free rent.

Tax Reserve – The borrowers are required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $346,446).

Insurance Reserve – The borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $28,412).

Replacement Reserve – The borrowers are required to deposit into a replacement reserve, on a monthly basis, $23,514, subject to a cap equal to approximately $846,514.

TI / LC Reserve – On each monthly payment date following the first date on which the balance of funds on deposit in the tenant improvements and leasing commissions reserve account is less than $2,000,000, the borrowers are required to deposit approximately $165,779 into such account, subject to a cap of $2,000,000.

 

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.
 27 

 

Various – Various

Various

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

Lockbox / Cash Management. The Bala Plaza Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The borrowers were required to, (x) upon the origination of the Bala Plaza Portfolio Whole Loan, deliver a notice to each tenant directing them to remit all payments under the applicable lease directly to the lender-controlled lockbox account (or to the borrowers to deposit such sums into the lockbox account in accordance with the terms of the Bala Plaza Portfolio Whole Loan documents) and (y) within two days after the post office deposit box is opened in connection with lockbox account, send updated notices directing such tenants to pay all rent and other sums due under the applicable lease directly to the lender-controlled lockbox account. All revenue received by the borrowers, or the property manager, are required to be deposited in the lockbox account promptly following receipt. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of the borrowers unless a Trigger Period (as defined below) exists and the lender elects (in its sole and absolute discretion) to deliver a restricted account notice, whereby the lender instructs the institution maintaining the lockbox account to transfer all funds on deposit in the lockbox account on each business day to the cash management account. Upon the occurrence and during the continuance of a Trigger Period, if the lender elects to deliver a restricted account notice, all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with the Bala Plaza Portfolio Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds (i) to the extent that a Trigger Period has occurred and is continuing (other than due solely to the existence of a Mezzanine Loan Trigger Period (as defined below)), may be held by the lender in an excess cash flow reserve account as additional collateral for the Bala Plaza Portfolio Whole Loan and (ii) to the extent that a Trigger Period due solely to the existence of a Mezzanine Loan Trigger Period has occurred and is continuing, be deposited into a reserve account for the payment of amounts owed under the Bala Plaza Portfolio Mezzanine Loan (as defined below). Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrowers.

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the aggregate debt service coverage ratio based on the Bala Plaza Portfolio Total Debt (as defined below) being less than 1.10x, (iii) the occurrence of a Specified Tenant Trigger Period (as defined below) and (iv) the occurrence of a Mezzanine Loan Trigger Period; and (B) expiring upon (w) with regard to clause (i) above, the cure (if applicable) of such event of default, (x) with regard to clause (ii) above, the date that the aggregate debt service coverage ratio based on the Bala Plaza Portfolio Total Debt is equal to or greater than 1.15x for two consecutive calendar quarters, (y) with regard to clause (iii) above, a Specified Tenant Trigger Period ceasing to exist and (z) with regard to clause (iv) above, the cessation of all Mezzanine Loan Trigger Periods.

A “Specified Tenant” means as applicable (i) Tokio Marine North America, Inc. d/b/a Philadelphia Insurance Companies, (ii) any other lease(s) of the Specified Tenant space (or any portion thereof), (iii) any other tenant (together with affiliates thereof) that (A) accounts for 20% or more of the total rental income from the Bala Plaza Portfolio Properties or (B) leases (in the aggregate) not less than 20% of leasable square footage of the Bala Plaza Portfolio Properties and (iv) any guarantor(s) or parent companies or other persons providing credit support for the applicable related Specified Tenant lease including, without limitation, Philadelphia Consolidated Holding Corp., a Pennsylvania corporation.

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant being in default under the applicable Specified Tenant lease beyond any applicable notice and cure periods, (ii) Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), (iii) Specified Tenant failing to be open for business during customary hours and/or “going dark” in the Specified Tenant space (or applicable portion thereof), (iv) Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof), (v) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, (vi) any bankruptcy or similar insolvency of Specified Tenant, and (vii) the Specified Tenant failing to provide written notice to the borrowers of its intent to extend or renew the applicable Specified Tenant lease for the applicable Specified Tenant renewal term on or prior to the earlier to occur of (1) twelve months prior to the expiration of the then applicable term of the applicable Specified Tenant lease and (2) the date required under a Specified Tenant lease by which the tenant thereunder is required to give notice of its exercise of a renewal option thereunder, in each case, in accordance with the applicable terms and conditions of such Specified Tenant lease and the Bala Plaza Portfolio Whole Loan documents; and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to the lender of (1) the satisfaction of the applicable Specified Tenant Cure Conditions (as defined below), or (2) the borrowers leasing the entire Specified Tenant space (or applicable portion thereof) pursuant to one or more leases with terms of at least five years in accordance with the applicable terms and conditions of the Bala Plaza Portfolio Whole Loan documents, the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised under its lease, all contingencies to effectiveness of such lease have expired or been satisfied, each such lease has commenced and a rent commencement date has been established.

Specified Tenant Cure Conditions” means each of the following, as applicable (i) the Specified Tenant has cured all defaults under the applicable Specified Tenant lease, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant lease in accordance with clause (vii) of the definition of Specified Tenant Trigger Period, the applicable

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

Bala Cynwyd, PA 19004

 

Collateral Asset Summary – Loan No. 2

Bala Plaza Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,000,000

47.4%

1.68x

16.2%

Specified Tenant has renewed or extended the applicable Specified Tenant lease in accordance with the terms thereof and the Bala Plaza Portfolio Whole Loan documents for the Specified Tenant renewal term, (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to final, non-appealable order of a court of competent jurisdiction, and (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease.

Mezzanine Loan Trigger Period” means any period (i) commencing upon the date that the mezzanine lender delivers written notice to lender that a mezzanine loan event of default exists, and (ii) ending on the date that the mezzanine lender delivers written notice to lender that a mezzanine loan event of default no longer exists.

Current Mezzanine or Secured Subordinate Indebtedness. Concurrently with the origination of the Bala Plaza Portfolio Whole Loan, Bala Plaza, Inc. originated a mezzanine loan (the “Bala Plaza Portfolio Mezzanine Loan” and together with the Bala Plaza Portfolio Whole Loan, the “Bala Plaza Portfolio Total Debt”) in the amount of $30,000,000 to be secured by the mezzanine borrowers’ interests in the borrowers. The Bala Plaza Portfolio Mezzanine Loan accrues interest at a rate of 5.0000% per annum to be paid as part of each monthly debt service payment amount. The Bala Plaza Portfolio Mezzanine Loan has a final maturity date of November 6, 2028. An intercreditor agreement between the lender under the Bala Plaza Portfolio Whole Loan and the lender under the Bala Plaza Portfolio Mezzanine Loan was executed simultaneously with the origination of the Bala Plaza Portfolio Mezzanine Loan.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. None.

Release of Collateral. Provided that no Trigger Period is continuing under the Bala Plaza Portfolio Whole Loan documents, at any time prior to the maturity date, except during the period commencing (a) sixty days prior to an anticipated securitization of the Bala Plaza Portfolio Whole Loan and ending (b) sixty days after the Bala Plaza Portfolio Whole Loan has been sold to such securitization, the borrowers may obtain the release of one or more individual Bala Plaza Portfolio Properties in connection with an arms-length sale of such Bala Plaza Portfolio Property to a third party unaffiliated with any borrower, provided that, among other conditions: (i) the borrowers prepay the debt in an amount equal to the greater of (a) 125% of the allocated loan amount for the individual Bala Plaza Portfolio Property, and (b) 100% of the net sales proceeds applicable to such individual Bala Plaza Portfolio Property, (ii) the borrowers have delivered a REMIC opinion, (iii) any conditions to such partial release under the Bala Plaza Portfolio Mezzanine Loan documents have been satisfied, or the Bala Plaza Portfolio Mezzanine Loan has been fully repaid, (iv) as of the date of notice of the partial release and the consummation of the partial release, after giving effect to the release, the debt service coverage ratio with respect to the remaining Bala Plaza Portfolio Properties is greater than the greater of (a) the debt service coverage ratio as of the origination of the Bala Plaza Portfolio Whole Loan, and (b) the debt service coverage ratio for all of the Bala Plaza Portfolio Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable, (v) as of the date of notice of the partial release and the consummation of the partial release, after giving effect to the release, the debt yield with respect to the remaining Bala Plaza Portfolio Properties is equal to or greater than the greater of (a) the debt yield as of the origination of the Bala Plaza Portfolio Whole Loan, and (b) the debt yield for all of the Bala Plaza Portfolio Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable, and (vi) as of the date of notice of the partial release and the consummation of the partial release, after giving effect to the release, the loan-to-value ratio with respect to the remaining Bala Plaza Portfolio Properties is no greater than the lesser of (a) the loan-to-value ratio as of the origination of the Bala Plaza Portfolio Whole Loan, and (b) the loan-to-value ratio for all of the Bala Plaza Portfolio Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable.

Provided that no Trigger Period is continuing under the related Bala Plaza Portfolio Whole Loan documents, at any time prior to the maturity date, except during the period commencing (a) sixty days prior to an anticipated securitization of the Bala Plaza Portfolio Whole Loan and ending (b) sixty days after the Bala Plaza Portfolio Whole Loan has been sold to such securitization, the borrowers may obtain the release of one or more parcels of land within the boundary of the Bala Plaza Portfolio Properties that (x) does not include any portion of any of the portions of the Bala Plaza Portfolio Properties indicated in the diagrams attached as Schedule V to the Bala Plaza Portfolio Whole Loan Agreement, (y) is separately subdivided, and (z) complies with the requirements of the development agreement encumbering the Bala Plaza Portfolio Properties, provided that, among other conditions: (i) the borrowers have delivered a REMIC opinion, and (ii) any conditions to such partial release under the Bala Plaza Portfolio Mezzanine Loan documents have been satisfied, or the Bala Plaza Portfolio Mezzanine Loan has been fully repaid.

Ground Lease. None.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 29 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 30 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 31 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

Mortgage Loan Information   Property Information
Loan Seller: CREFI   Single Asset / Portfolio: Single Asset
Loan Purpose: Refinance   Property Type – Subtype: Office – Suburban
Borrower Sponsor(s): CJPC, LLC   Collateral: Fee
Borrower(s): Landmark Office Partners, LLC   Location: Renton, WA
Original Balance: $42,050,000   Year Built / Renovated: 1986 / NAP
Cut-off Date Balance: $42,050,000   Property Management: JSH Properties, Inc.
% by Initial UPB: 8.7%   Size: 274,931 SF
Interest Rate: 9.03000%   Appraised Value / Per SF(3): $89,500,000 / $326
Note Date: September 29, 2023   Appraisal Date(3): May 1, 2024
Original Term: 60 months   Occupancy: 100.0% (as of September 1, 2023)
Amortization: Interest Only   UW Economic Occupancy: 95.0%
Original Amortization: NAP   Underwritten NOI: $5,376,760
Interest Only Period: 60 months   Underwritten NCF: $5,051,676
First Payment Date: November 6, 2023      
Maturity Date: October 6, 2028   Historical NOI
Additional Debt Type: NAP   Most Recent NOI: $5,300,207 (TTM 8/31/2023)
Additional Debt Balance: NAP   2022 NOI(4): $5,203,927
Call Protection: L(26),D(27),O(7)   2021 NOI(4): $3,950,414
Lockbox / Cash Management: Springing / Springing   2020 NOI: $3,756,570

Reserves(1)   Financial Information
  Initial Monthly Cap   Cut-off Date Loan / SF: $153
Taxes: $39,135 $39,135 N/A   Maturity Date Loan / SF: $153
Insurance: $0 Springing N/A   Cut-off Date LTV: 47.0%
Replacement Reserves: $0 $7,048 $84,571   Maturity Date LTV: 47.0%
TI / LC: $1,250,000 $0 N/A   UW NOI DY: 12.8%
Deferred Maintenance: $1,408 $0 N/A   UW NCF DSCR: 1.31x
Other(2): $4,115,647 $0 N/A      
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $42,050,000 100.0%   Loan Payoff $28,763,846 68.4 %
        Return of Equity 7,168,498 17.0  
        Upfront Reserves 5,406,190 12.9  
        Closing Costs 711,466 1.7  
Total Sources $42,050,000 100.0%   Total Uses $42,050,000 100.0 %
(1)See “Initial and Ongoing Reserves” below.
(2)Other reserves include an initial unfunded obligations reserve of $2,512,201 and an initial gap rent reserve of $1,603,446.
(3)The Appraised Value of $89,500,000 represents the prospective value upon stabilization of The Landmark Property (as defined below) as all tenant improvement costs and leasing commissions owed to the largest tenant, Blue Origin along with five months of free rent owed to Blue Origin have been reserved upfront. Based on the "as is" value of $86,000,000, the Cut-off Date LTV and Maturity Date LTV for The Landmark Mortgage Loan (as defined below) are 48.9%.
(4)The increase from 2021 NOI to 2022 NOI is attributable to Blue Origin taking occupancy of its first lease in October 2021 and subsequently increasing its space over time.

The Loan. The third largest mortgage loan (the “The Landmark Mortgage Loan”) is secured by the borrowers’ fee interest in two adjacent buildings comprising 274,931 square feet located in Renton, Washington (the “The Landmark Property”). The Landmark Mortgage Loan is evidenced by a single promissory note, with an outstanding principal balance as of the Cut-off Date of $42,050,000. The Landmark Mortgage Loan was originated on September 29, 2023 by CREFI and accrues interest at a fixed rate of 9.03000% per annum. The Landmark Mortgage Loan has an initial term of five years and is interest-only for the full term. The scheduled maturity date of The Landmark Mortgage Loan is the payment date that occurs on October 6, 2028.

 

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 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

The Property. The Landmark Property is a 274,931 square foot office property comprised of two adjacent four-story buildings located at 1600 Lind Avenue Southwest and 1601 East Valley Road in Renton, Washington. The Landmark Property was built in 1986 on a 14.22-acre site and is accessible via major transportation arterials including Interstate 405, State Route 167 and Interstate 5. The Landmark Property has 708 surface parking spaces available for employees which equates to a parking ratio of approximately 2.58 per 1,000 square feet.

As of September 1, 2023, The Landmark Property was 100.0% occupied by six unique tenants with an average underwritten base rent per square foot of $21.14. The largest tenant at The Landmark Property is Blue Origin, which accounts for 81.1% of net rentable area (“NRA”) and 81.4% of underwritten base rent with a lease expiration in February 2031. Blue Origin has steadily expanded their leased space at The Landmark Property including recent expansion in August 2023 for 110,734 square feet and September 2023 for 19,469 square feet. Blue Origin has been at The Landmark Property since 2021 and has an ongoing right of first offer to lease any additional space at The Landmark Property that becomes available.

Major Tenants. The three largest tenants based on underwritten base rent are Blue Origin, Tyler Technologies and Rock Project Management Services, L.L.C. (“Rock Project Management”).

Blue Origin (223,037 square feet; 81.1% of NRA; 81.4% of underwritten base rent). Blue Origin is an aerospace manufacturing and sub-orbital spaceflight services company founded by Jeff Bezos. Blue Origin has been a tenant at The Landmark Property since October 2021 and has expanded their space at The Landmark Property multiple times including recent expansions in August 2023 for 110,734 square feet and September 2023 for 19,469 square feet. Blue Origin has a current lease term through February 2031 with two, five-year renewal options and no termination options. Blue Origin has an ongoing right of first offer to lease any additional space at The Landmark Property that becomes available.

Tyler Technologies (36,615 square feet; 13.3% of NRA; 12.9% of underwritten base rent). Founded in 1966 and headquartered in Plano, Texas, Tyler Technologies is a software and services company that partners with government entities and schools to improve their technology systems. Tyler Technologies has been a tenant at The Landmark Property since February 2010 and has a current lease term through March 2028 followed by one, five-year renewal option and no termination options.

Rock Project Management (5,224 square feet; 1.9% of NRA; 2.2% of underwritten base rent). Rock Project Management is a family owned, full-service program, project, and construction management company. The group manages project planning, design, and construction phases on behalf of public and private clients in all market segments throughout the Pacific Northwest. Rock Project Management has been a tenant at The Landmark Property since November 2020 and has a current lease term through February 2028 with no renewal or termination 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.
 33 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

The following table presents certain information relating to the tenants at The Landmark Property:

Tenant Summary(1)
Tenant Credit Rating (Moody’s/S&P/Fitch)(2) Net Rentable Area (SF) % of Net Rentable Area U/W Base Rent(3) U/W Base Rent Per SF(3) % of Total U/W Base Rent(3) Lease Expiration Termination Option (Y/N) Renewal Options
Blue Origin(4) NR/NR/NR 223,037 81.1 % $4,730,194 $21.21  81.4% 2/28/2031 N 2 x 5 Yr
Tyler Technologies NR/NR/NR 36,615 13.3   750,608 $20.50 12.9   3/31/2028 N 1 x 5 Yr
Rock Project Management NR/NR/NR 5,224 1.9   125,376 $24.00 2.2 2/29/2028 N None
Allied Residential NR/NR/NR 5,909 2.1   118,757 $20.10 2.0 6/30/2024 N None
Bright Horizons NR/NR/NR 3,996 1.5   78,601 $19.67 1.4 4/30/2024 N None
Landmark Café NR/NR/NR 150 0.1   9,285 $61.90 0.2 3/31/2027 N None
Largest Tenants   274,931 100.0 % $5,812,821 $21.14 100.0%       
Total Occupied   274,931 100.0 % $5,812,821 $21.14 100.0%       
Vacant   0 0              
Total   274,931 100.0 %            
(1)Based on the underwritten rent roll dated September 1, 2023.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)U/W Base Rent, % of Total U/W Base Rent, and U/W Base Rent $ Per SF include contractual rent steps through April 1, 2024 totaling $104,238.
(4)Blue Origin has an ongoing right of first offer to lease any additional space at The Landmark Property that becomes available.

 

The following table presents certain information relating to the lease rollover schedule at The Landmark Property based on initial lease expiration dates:

Lease Rollover Schedule(1)(2)
Year Ending December 31 Expiring Owned GLA % of Owned GLA Cumulative % of Owned GLA U/W Base Rent(3) % of Total U/W Base Rent(3) U/W Base Rent $ per SF(3) # of Expiring Leases
MTM 0 0.0 % 0.0% $0 0.0 % $0.00 0
2023 0 0.0   0.0% 0 0.0   0.00 0
2024 9,905 3.6   3.6% 197,358 3.4   19.93 2
2025 0 0.0   3.6% 0 0.0   0.00 0
2026 0 0.0   3.6% 0 0.0   0.00 0
2027 150 0.1   3.7% 9,285 0.2   61.90 1
2028 41,839 15.2   18.9% 875,984 15.1   20.94 2
2029 0 0.0   18.9% 0 0.0   0.00 0
2030 0 0.0   18.9% 0 0.0   0.00 0
2031 223,037 81.1   100.0% 4,730,194 81.4   21.21 1
2032 0 0.0   100.0% 0 0.0   0.00 0
2033 0 0.0   100.0% 0 0.0   0.00 0
2034 & Thereafter 0 0.0   100.0% 0 0.0   0.00 0
Vacant 0 0.0   100.0% NAP NAP   NAP NAP
Total / Wtd. Avg. 274,931 100.0 %   $5,812,821 100.0 % $21.14 6
(1)Based on the underwritten rent roll dated September 1, 2023.
(2)Certain tenants may have termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Rollover Schedule.
(3)U/W Base Rent, % of Total U/W Base Rent, and U/W Base Rent $ Per SF include contractual rent steps through April 1, 2024 totaling $104,238.

 

 

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 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at The Landmark Property:

Cash Flow Analysis(1)
  2019 2020 2021(2) 2022(2) T-12 8/31/2023 U/W U/W Per SF
Base Rent $3,576,034 $3,952,511 $4,087,992 $5,248,307 $5,073,678 $5,708,582 $20.76
Rent Steps(1) 0 0 0 0 0 104,238 0.38
Gross Potential Rent $3,576,034 $3,952,511 $4,087,992 $5,248,307 $5,073,678 $5,812,821 $21.14
Other Commercial Income 11,815 3,081 813 0 0 0 0.00
Total Reimbursements 1,520,600 1,717,397 1,637,359 2,036,486 2,270,335 2,081,352 7.57
Net Rental Income $5,108,449 $5,672,989 $5,726,164 $7,284,793 $7,344,013 $7,894,173 $28.71
Vacancy/Credit Loss 0 0 0 0 0 (394,709) (1.44)
Effective Gross Income $5,108,449 $5,672,989 $5,726,164 $7,284,793 $7,344,013 $7,499,464 $27.28
Management Fee 129,711 148,948 116,711 178,661 196,937 224,984 0.82
Real Estate Taxes 572,300 585,439 537,211 535,679 463,914 447,258 1.63
Insurance 125,225 192,622 193,367 208,194 239,301 258,645 0.94
Other Operating Expenses(3) 1,122,709 989,410 928,462 1,158,333 1,143,654 1,191,817 4.33
Total Expenses $1,949,945 $1,916,419 $1,775,750 $2,080,867 $2,043,806 $2,122,704 $7.72
Net Operating Income $3,158,504 $3,756,570 $3,950,414 $5,203,927 $5,300,207 $5,376,760 $19.56
Capital Expenditures 0 0 0 0 0 84,571 0.31
TI/LC 0 0 0 0 0 240,513 0.87
Net Cash Flow $3,158,504 $3,756,570 $3,950,414 $5,203,927 $5,300,207 $5,051,676 $18.37
               
Occupancy 81.3% 85.0% 82.7% 100.0%  100.0%(4) 95.0%(5)  
NCF DSCR 0.82x 0.98x 1.03x 1.35x 1.38x 1.31x  
NOI Debt Yield 7.5% 8.9% 9.4% 12.4% 12.6% 12.8%  
(1)Based on the underwritten rent roll dated September 1, 2023 with Rent Steps through April 1, 2024.
(2)The increase from 2021 Net Operating Income to 2022 Net Operating Income is due to Blue Origin taking occupancy at The Landmark Property pursuant to its first lease in October 2021 and subsequently increasing its leased space over time.
(3)Other Operating Expenses consist of repairs and maintenance, utilities, general and administrative and non-reimbursable expenses.
(4)Represents most recent occupancy as of 9/1/2023.
(5)U/W Occupancy is based on the economic occupancy.

Appraisal. According to the appraisal, The Landmark Property had an “as-is” appraised value of $86,000,000 as of April 10, 2023 and a “Prospective Value Upon Stabilization” of $89,500,000 as all tenant improvement costs and leasing commissions owed to Blue Origin along with five months of free rent owed to Blue Origin have been reserved upfront. The table below shows the appraiser’s “as-is” conclusions. Based on the "as-is" value of $86,000,000, the Cut-off Date LTV and Maturity Date LTV for The Landmark Mortgage Loan (as defined below) are 48.9%.

The Landmark(1)
Property Value Capitalization Rate
The Landmark $86,000,000 6.50%
(1)Source: Appraisal.

Environmental Matters. According to the Phase I environmental assessment dated April 11, 2023, there was no evidence of any recognized environmental conditions at The Landmark Property.

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 35 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

The Market. The Landmark Property is located in Renton, Washington within the Seattle-Tacoma-Bellevue, WA MSA (the “Seattle MSA”). The Landmark Property improvements are located at 1600 Lind Avenue Southwest and 1601 East Valley Road and are accessible via major transportation arterials including Interstate 405, State Route 167 and Interstate 5.

According to the appraisal, The Landmark Property is located in the Renton/Tukwila office submarket of the Seattle MSA. As of the first quarter of 2023, the Renton/Tukwila office submarket had a total office inventory of 10,795,839 square feet, a vacancy rate of 21.5%, average asking rent of $37.69 per square foot and positive net absorption of 72,607 square feet over the trailing four quarters.

The following table presents certain information relating to comparable office leases at The Landmark Property:

Comparable Office Rental Summary(1)
Property Name Tenant Suite Size (SF) Commencement Lease Term (Months) Rent (PSF)
The Landmark Various Various Various Various $21.14(2)
Fort Dent 1, 2, & 3 Lozano Law 15,362 SF August 2021 87 Months $19.70
SeaTac Office Center Atkinson Construction 16,000 SF November 2021 60 Months $21.53
1601 Lind Avenue UW Dept. of Laboratory Med. 117,780 SF January 2022 60 Months $18.85
East Campus Corp Park I Barry Wehmiller Design 3,367 SF April 2022 89 Months $19.96
Earlington Business Center Building B Apex Maritime 4,472 SF January 2020 45 Months $18.66
(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated September 1, 2023 with rent steps through April 1, 2024.

The Borrower and the Borrower Sponsor. The borrower is Landmark Office Partners, LLC, a Delaware limited liability company and single purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Landmark Mortgage Loan. The borrower sponsors and non-recourse carveout guarantor is CJPC, LLC. CJPC, LLC is a subsidiary of Kairos Investment Management, a real estate investment company headquartered in California. 

Property Management. The Landmark Property is managed by JSH Properties, Inc., an independent third-party management company.

Initial and Ongoing Reserves. At origination of The Landmark Mortgage Loan, the borrower deposited approximately (i) $39,135 into a reserve account for real estate taxes, (ii) $2,512,201 into a reserve account for unfunded obligations, (iii) $1,250,000 into a reserve account for tenant improvements and leasing commissions, (iv) $1,603,446 into a reserve account for gap rent, and (v) $1,408 into a reserve account for deferred maintenance.

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $39,135).

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of the amount that will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies; provided, however, the monthly insurance deposits were conditionally waived so long as the borrower insures The Landmark Property under a blanket policy satisfying the requirements of The Landmark Mortgage Loan documents.

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, approximately $7,048 (subject to a cap of $84,571). 

Lockbox / Cash Management. The Landmark Mortgage Loan is structured with a springing lockbox and springing cash management. On the first occurrence of a Trigger Period (as defined below), the borrower is required to establish a lender-controlled lockbox account, and is thereafter required to deposit, or cause the property manager to deposit, immediately upon receipt all revenue received by the borrower or the property manager into such lockbox. Within five business days after the occurrence of a Trigger Period, the borrower is required to deliver a notice to all tenants at The Landmark Property directing them to remit rent and all other sums due under the applicable lease directly to the lender-controlled lockbox account. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of the borrower unless a Trigger Period exists and the lender elects (in its sole and absolute discretion) to deliver a restricted account notice to the institution maintaining the lockbox account, in which case all funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with The Landmark Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after 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.
 36 

 

 

Office – Suburban

1600 Lind Avenue Southwest and

1601 East Valley Road

Renton, WA 98057

 

Collateral Asset Summary – Loan No. 3

The Landmark

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$42,050,000

47.0%

1.31x

12.8%

of such funds in accordance with The Landmark Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for The Landmark Mortgage Loan.

Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under The Landmark Mortgage Loan documents, (ii) the debt service coverage ratio being less than 1.20x, (iii) the occurrence of a Specified Tenant Trigger Period (as defined below), and (iv) April 6, 2028; and (B) expiring upon (w) with regard to clause (i) above, the cure (if applicable) of such event of default, (x) with regard to clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters, (y) with regard to clause (iii) above, a Specified Tenant Trigger Period ceasing to exist, and (z) with regard to clause (iv) above, (a) The Landmark Mortgage Loan being repaid in full or (b) the Blue Origin lease term being extended such that the Blue Origin lease shall not expire before October 6, 2033.

“Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) the Specified Tenant being in default under the applicable Specified Tenant lease beyond all applicable notice and cure periods, (ii) Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), (iii) other than in connection with a permitted dark event, Specified Tenant failing to be open for business during customary hours and/or “going dark” in the Specified Tenant space (or applicable portion thereof), (iv) Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof), (v) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, and (vi) any bankruptcy or similar insolvency of Specified Tenant; and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to the lender of (1) the satisfaction of the applicable Specified Tenant Cure Conditions, or (2) the borrower leasing the entire Specified Tenant space (or applicable portion thereof) pursuant to one or more leases in accordance with the applicable terms and conditions of The Landmark Mortgage Loan documents, the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised under its lease, all contingencies to effectiveness of such lease have expired or been satisfied, each such lease has commenced and a rent commencement date has been established and, in lender’s reasonable judgment, the applicable Specified Tenant excess cash flow condition is satisfied.

Specified Tenant Cure Conditions” means each of the following, as applicable: (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant lease and no other monetary or material non-monetary default under such Specified Tenant lease occurs for a period of three consecutive months, (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof), and, unless a permitted dark event is ongoing with respect to the applicable Specified Tenant, open to the public for business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to a final, non-appealable order of a court of competent jurisdiction, and (v) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease.

Specified Tenant” means, as applicable, (i) Blue Origin, together with any affiliate thereof and any successor and/or assigns of any of the foregoing in accordance with the terms of The Landmark Mortgage Loan documents, and/or (ii) any other person that (together with any affiliates thereof) either (A) leases (in the aggregate) not less than 25% of the leasable square feet at The Landmark Property or (B) accounts for 25% or more of the total rental income of The Landmark Property, and (iii) any guarantors of the applicable related Specified Tenant leases, as applicable.

Current Mezzanine or Secured Subordinate Indebtedness. None.

Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

Release of Collateral. Not permitted.

Ground Lease. None.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 37 

 

 

Self Storage – Self Storage

Various

Various, Various

 

Collateral Asset Summary – Loan No. 4

Saban StorQuest Self-Storage
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

47.9%

1.44x

10.4%

 

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.
 38 

 

 

Self Storage – Self Storage

Various

Various, Various

 

Collateral Asset Summary – Loan No. 4

Saban StorQuest Self-Storage
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

47.9%

1.44x

10.4%

 

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.
 39 

 

 

Self Storage – Self Storage

Various

Various, Various

 

Collateral Asset Summary – Loan No. 4

Saban StorQuest Self-Storage
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

47.9%

1.44x

10.4%

Mortgage Loan Information   Property Information
Loan Seller(s): GSMC   Single Asset / Portfolio: Portfolio
Loan Purpose: Refinance   Property Type - Subtype: Self Storage - Self Storage
Borrower Sponsor(s): American Storage Partners, LLC and American Storage Partners II, LLC   Collateral: Fee
Borrower(s)(1): Various   Location(2): Various
Original Balance: $40,000,000   Year Built / Renovated(2): Various / Various
Cut-off Date Balance: $40,000,000   Property Management: William Warren Properties, Inc.
% by Initial UPB: 8.3%   Size: 485,004 SF
Interest Rate: 7.07200%   Appraised Value / Per SF(3): $83,500,000 / $172
Note Date: September 28, 2023   Appraisal Date: August 21, 2023
Original Term: 120 months   Occupancy: 87.4% (as of August 31, 2023)
Amortization: Interest Only   UW Economic Occupancy: 96.6%
Original Amortization: NAP   Underwritten NOI: $4,176,297
Interest Only Period: 120 months   Underwritten NCF: $4,127,797
First Payment Date: November 6, 2023      
Maturity Date: October 6, 2033   Historical NOI
Additional Debt Type: NAP   Most Recent NOI: $4,368,722 (TTM August 31, 2023)
Additional Debt Balance: NAP   2022 NOI: $4,485,992
Call Protection: L(26),YM1(90),O(4)   2021 NOI: $3,768,737
Lockbox / Cash Management: Springing / Springing   2020 NOI(4): $2,281,827
Reserves(5)   Financial Information
  Initial Monthly Cap      
Taxes: $476,647 $99,293 NAP   Cut-off Date Loan / SF: $82
Insurance: $0 Springing NAP   Maturity Date Loan / SF: $82
Replacement Reserves: $0 Springing $145,501   Cut-off Date LTV: 47.9%
TI / LC: $0 $0 NAP   Maturity Date LTV: 47.9%
Deferred Maintenance: $5,885 $0 NAP   UW NOI DY: 10.4%
Other: $0 $0 NAP   UW NCF DSCR: 1.44x
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount $40,000,000 100.0%   Loan Payoff $33,998,537 85.0 %
        Principal Equity Distribution 4,692,131 11.7  
        Closing Costs 826,799 2.1  
        Reserves 482,532 1.2  
Total Sources $40,000,000 100.0%   Total Uses $40,000,000 100.0 %
(1)The borrower entities are 18455 Pony Express SP, LLC, 16650 E Alameda SP, LLC, 16400 E Colfax SP, LLC, 745 Monument SP, LLC, 18601 Longs SP, LLC, 2805 W Frye SP, LLC and 5115 Englewood SP, LLC.
(2)See the “Portfolio Summary” chart below.
(3)The Appraised Value is based on the “As Is Portfolio” value, inclusive of a 2.7% portfolio premium. The sum of the individual “as-is” appraised values is $81,315,000, which equates to a Cut-off Date LTV and Maturity Date LTV of 49.2%. See Annex A-1 to the Preliminary Prospectus for appraisal dates and details.
(4)2020 NOI excludes the StorQuest Venice property, as the borrower sponsors acquired such property in the middle of the year.
(5)See “Initial and Ongoing Reserves” below.

 

The Loan. The fourth largest mortgage loan (the “Saban StorQuest Self-Storage Portfolio Loan”) is a fixed rate loan secured by first mortgages and deeds of trust encumbering the borrowers’ fee interests in seven self-storage properties located in Arizona, Colorado and Florida (the “Saban StorQuest Self-Storage Portfolio Properties”). The Saban StorQuest Self Storage Portfolio Loan is evidenced by a promissory note with an original principal balance and outstanding principal balance as of the Cut-off Date of $40,000,000.

 

The Saban StorQuest Self-Storage Portfolio Loan was originated by Goldman Sachs Bank USA (“GSBI”) on September 28, 2023. The Saban StorQuest Self-Storage Portfolio Loan has a 10-year interest-only term and accrues interest at a fixed rate of 7.07200% per annum. The Saban StorQuest Self-Storage Portfolio Loan proceeds were used to refinance existing debt of approximately $34.0 million, fund upfront reserves, pay origination costs and return equity to the borrower sponsors.

 

The Saban StorQuest Self-Storage Portfolio Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The scheduled maturity date of the Saban StorQuest Self-Storage Portfolio Loan is the due date in October 2033. At any time after the second anniversary of the Closing Date, the Saban StorQuest Self-Storage Portfolio Loan may be prepaid in whole, or as described below under “Release of Collateral (Individual Properties)” in part, with payment of a yield maintenance premium. Voluntary

 

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 

 

 

Self Storage – Self Storage

Various

Various, Various

 

Collateral Asset Summary – Loan No. 4

Saban StorQuest Self-Storage
Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$40,000,000

47.9%

1.44x

10.4%

prepayment of the Saban StorQuest Self-Storage Portfolio Loan without payment of any yield maintenance premium is permitted on or after the payment date occurring in July 2033.

 

The Properties. The Saban StorQuest Self-Storage Portfolio Properties are a portfolio of seven self storage properties totaling 3,954 units and 110 vehicle parking spaces with five properties located in Colorado, one property located in Arizona and one property located in Florida. The borrower sponsors acquired the Colorado properties in 2013, the Arizona property in early 2019 and the Florida property in the spring of 2020. At origination, the borrower sponsors had a current cost basis of approximately $57.1 million across the Saban StorQuest Self-Storage Portfolio. The original acquisition of the seven properties accounts for $54.8 million of the borrower sponsors’ basis, and the remaining equity was spent on capital expenditures and transaction costs.

 

The following table presents certain information relating to the Saban StorQuest Self-Storage Portfolio Properties:

 

Portfolio Summary(1)
Property City, State Year Built / Renovated Net Rentable Area (SF)(2) Occupancy %(2) Allocated Whole Loan Amount % of Allocated Whole Loan Amount Appraised Value UW NCF(2) % of UW NCF(2)
StorQuest Chandler Chandler, Arizona 2017 / NAP 92,010 89.5 % $9,027,000  22.6%   $18,350,000      $992,007 24.0 %
StorQuest Venice Venice, Florida 2019 / NAP 73,632 93.6   $8,190,000 20.5   16,650,000    898,918 21.8  
StorQuest Highlands Ranch Highlands Ranch, Colorado 1998 / NAP 62,726 85.5   $5,741,000 14.4   11,670,000    578,779 14.0  
StorQuest Parker (Longs) Parker, Colorado 1996 / 1998 69,684 86.9   $5,273,000 13.2   10,720,000    505,160 12.2  
StorQuest Aurora Aurora, Colorado 2005 / NAP 62,975 88.5