EFTA01080030.pdf

INVESTCORP 280 Park Avenue Class-A Manhattan Office Investment Opportunity December 2010 EFTA01080030 Important Information INVESTCORP This document is being provided on a confidential basis and is for informational purposes only. The Information set forth herein should not be construed as an investment recommendation nor does it constitute an offer to sell or the solicitation of any offer to buy interests in any security. Offers may only be made al the time a qualified offeree receives the related confidential information memorandum for a specific fund describing the offering and executes a related subscription agreement provided by Investcorp LLC ("Investcorp"). Any Interests In these securities shall not be offered or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied. The securities described herein are speculative in nature and involve a high degree of risk. There can be no assurance that the securities' investment objectives will be achieved and investment results may vary substantially over time. Investments in these securities are not intended to be a complete investment program for any investor. These securities are generally not registered under the Investment Company Act of 1940 and accordingly are not extensively regulated. Opportunities for redemption and transferability of interests are restricted, so investors may not have access to capital when it is needed. Leverage may be employed in these securities, which can make investment performance volatile. Valuation of the underlying investments in these securities may Involve uncertainties and the exercise of judgment and could adversely affect the value of any investment in these securities. An investor should not make an investment in these securities unless the investor is prepared to lose all or a substantial portion of its Investment. For a comprehensive list of risk factors, an investor must review the risk factors as specified in the related private placement memorandum for securities, which will be made available upon request. The information contained in this document may contain forward•looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to. among other things. future financial and business performance events, strategies and expectations. We generally identify forward•looking statements by terminology such as "outlook; `believe." "expect: "potential," "continue," 'may," "will," "should.""seeks; `approximately." predicts." "intends.' "plans,' "estimates,' "anticipates" or the negative version of those words or other comparable words. Any lorward•looking statements contained in this document are based upon the historical performance and market information, and on our current plans, estimates and expectations. The inclusion of this forward•looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward•looking statements are subject to various risks and uncertainties, including but not limited to global and domestic market and business conditions, our ability to successfully compete for fund investors, investment opportunities and talent, successful execution of our business and growth strategies, our ability to successfully manage conflicts of interest, and tax and other regulatory factors relevant to our structure and status as a public company, as well as assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in this document and any relevant offering materials. Any forward•looking statements. views, and opinions contained in this document are current as of the date of this document but subject to change. We do not undertake any obligation to update or review any forward•looking statement, views, and opinions, whether as a result of new information, future developments or otherwise. This document may not be reproduced in whole or in part, and may not be delivered to any person without the prior written consent of Investcorp. All views and opinions contained herein are current as of the date of this document but subject to change. Investcorp has no obligation to update the information contained in this document My reference to past performance is not indicative of future results. No representation is being made regarding the future returns for any investors in any of the securities that may be described herein or with respect to any potential experience of an Investcorp client or any of their related securities. V6 a EFTA01080031  •1• 14 . :t if 14 - '4,1 . ;or ••••, •,.i totr *1, ,•••'4:••• • s ot :: itirt lb• • .480.4 IMPInalls% la , , li t,I lt ft". 1. It :: •S a".. lira•rum Th .. t.ii.b...... • • &a ft a•, //111111 IMO lll lll I 11.`a__ I PIS FM • Rs spren- ••• anew et EFTA01080032 280 Park Avenue INVESTCORP ci EFTA01080033 Opportunity INVESTCORP • 280 Park Avenue is a trophy, New York City office building that is currently owned and controlled by an investor group led by an Investcorp affiliate. • An opportunity exists to invest in 280 Park Avenue by acquiring the controlling equity interest in one of Manhattan's premier office properties through a recapitalization or fir,_J tan .1 a. direct sale. It_ _ it • The asset is encumbered by existing debt which is current and performing. Debt c_____ ts service is paid through a combination of property cash flow and an interest reserve ii____ _ ___ _Is _- TI that was funded at time of acquisition in 2007. The interest reserve will be fully depleted in mid 2011, creating the need for a recapitalization of the asset in the short-term. There is also significant, upcoming lease rollover that creates the need for additional investment. • The in-place debt financing is relatively low cost and is in place through mid 2016. This debt will be assumed as part of the recapitalization. The leverage will allow new capital to maximize equity returns until maturity, at which time the asset can be deleveraged to an appropriate level. • The seller's objective for the recapitalization is to: 1) stabilize the ownership structure/capitalization of the asset to best position 280 Park Avenue to maximize performance in a recovering New York leasing market; 2) secure cash consideration for the existing equity interest; 3) retain a carried interest after a preferred return to new capital; 4) retain a co-investment right for the existing equity. • Details of the asset and the capitalization are included in the presentation that follows. EFTA01080034 Executive Summary INVESTCORP • 280 Park Avenue ("Property") is a 1.2 million square foot Class-A office building located on prestigious Park Avenue between 48th & 49th Streets in Midtown Manhattan. The building is currently 97% occupied by 34 tenants. The Property is located within the Park Avenue submarket of Midtown Manhattan, historically one of the strongest submarkets in one of the strongest office markets in the U.S. • The property was purchased in November 2007 by a joint venture between Investcorp and Broadway Partners. Existing mortgage and mezzanine debt totaling $1.1 billion ("Loan") was assumed at the time. A summary of the debt capitalization can be found on page 7. • The existing financing matures June 2016 and is currently being serviced by a combination of interest reserves funded at the 2007 acquisition and property cash flow. The two major tenants at the Property plan to vacate the premises in the next 15 months: Deutsche Bank expiring in February 2011 (336,137 square feet, 27% of GLA) reorganizing personnel to lower cost space in Manhattan and nationally and the National Football League expiring in February 2012 (201,658 square feet, 16% of GLA) relocating to lower cost space in Midtown and downsizing slightly. This will leave 280 Park at 54% occupancy before any new leasing occurs. • With a stabilization in the Midtown office leasing market already underway and fundamentals showing meaningful signs of improvement from the market bottom, the opportunity exists to capitalize on an improving leasing market with a rare offering of 500,000 square feet of available space vacant space on Park Avenue. In addition, the existing fixed rate leverage level of $1.1 billion with 5.5 years remaining in term would be unachievable in today's market. 11 EFTA01080035  Property Summary INVESTCORP Property Overview: 280 Park Avenue is comprised of two connected towers, east and west, located on the full western block on Park Avenue, between 48th and 49th streets. The Property is 3 blocks north of Grand Central Station, directly across from the Waldorf Astoria Hotel and within walking distance of Penn Station, Times Square and 5th Avenue retail destinations. Occupancy & Leasing: The property is currently 97% occupied. 280 Park has maintained an occupancy level in the high 90% range through the recent recession and over the last few decades. Current market rents at the Property range between $70- $85 psf: approximately 35-40% less than the peak of the market in early 2008. 2011 Major Tenants: % of Lease Escalated Credit Major Tenants 5q. Ft. Total Rent Sq. Ft. Rating 1 Deutsche Bank 336.137 27% Feb-11 $74.25 A+ 2 National Football League 201,658 16% Feb-12 $55.01 3 Credit Suisse 91.927 7% Jan-14 $69.42 A+ 4 Investcorp 71.003 6% May-19 $74.57 BB+ 5 GE Capital 47.920 4% Jan-14 $61.68 AA+ Subtotal 748,645 60% $67.70 Remainder Occupied: 461,252 37% Total Occupied: 1,209,897 97% Total Vacant: 31,720 3% Total Property 1,241,617 100% a EFTA01080036 Cash Flow and Underwriting Assumptions INVESTCORP 280 Park Avenue Cash Flow Year 1 2 3 4 5 6 7 FYE 1/1/2011 12131/2011 12131,2012 12/31,2013 12/31/2014 12/31/2015 6/30/2016 6/30/2017 NOI 37,042,517 32,18%690 53,441,503 65,731,231 76,368,624 77,936,424 78,838,244 Tenant Improvements (8.743.892) (19.355.674) (13.542.405) (8.981.003) (275.243) (551.298) FOnvartliO0AvIg Leasing Commissions (4.715.294) (8.227.672) (7,154,654) (8.446.771) (334.628) (801.155) NO(not Joan Capital Expenses (1.000.000) (1.000.000) (1.000.000) (1.000.000) (1.000.000) (1.000.000) malunty Site Total Capital Items (14.459,186) (28.583,346) (21,697,059) (18.427,774) (1.609,871) (2.352,453) Net Cash Flow (before debt service) 22.583,331 3,605,344 31,744,444 47,303,457 74,758,753 75,583,971 Mortgage Debt Service (30.131.213) (30.213.764) (30.131.213) (32.803.586) (33,092,724) (33,092,724) Men Debt Service (48.788.631) (48.922.299) (48.788.631) (53.155.431) (54.477.363) (54.477.363) Total Debt Service (78,919,844) (79,136,062) (78.919,844) (85.959,017) (87,570,088) (87,570,088) Existing Lender Reserves (TI/LC) 13.459.186 3.406.525 • Existing Lender Reserves (Interest) 22.223.444 • Net Cash Flow (after debt service) 35.682.630 3.406.525 Net Propotty Cash Row (43,237,214) (75,729,537) (47,175,400) (38,655,560) (12,811,335) (5,993,058) Exit Analysis Year 7 NOI 78.838.244 Cap Rate Assumption 5.0 Gross Proceeds 1.576,764,880 $1.270 psf Sales Costs (37.713.504) 3.025% Net Proceeds 1,539,051,376 Repayment of Mortgage (409.344.252) Net Proceeds 1,129,707,124 Repayment of Men (647.614.305) Return Profile Nat Proceeds 4132,092,819 Equity Ownership Payment (50.000,000) Deleveraging Investment Closing Costs (500.000) (500.000) Total Cumulati✓e Base Building Capital Investment (15.000.000) (15.000.000) Equity Cash Flow/(Shortfalls) (43237.214) (75.729.537) (47.175.400) (38.655.560) (12.811.335) (5.993.058)1 (304,602,104)1 Residual 482.092.819 Total Cash Flow (50.500.000) (43,737,214) (90,729,537) (62,175,400) (38,655,560) (12,811,335) 476,099,761 Last Dollar Investment Basis PSF 935 970 1,043 1,093 1,124 1,134 1,139 IRA 14.2% Multiple 1.58 r...• Lila EFTA01080037 Cash Flow and Underwriting Assumptions INVESTCORP Underwriting Summary Sources & Uses Market Rent: West Tower East Tower By Completion Office: Floors 30 43 $75.00/sq. ft. N/A Sources Acquisition of Investment Change Floors 21 29 $70.00/sq. ft. $80.00/sq. ft. Equity Investment 50.500.000 304.602.104 254.102.104 Floors 13 20 $65.00/sq. ft. $70.00/sq. ft. Floors 2 - 12 $60.00/sq. ft. $65.00/sq. ft. Total Sources 50,500,000 304,602,104 254,102,104 Retail: $125.00/sq. ft. $225.00/sq. ft. Storage: $20.00/sq. ft. Antenna: Same as previous By Completion Uses Acquisition of Investment Change Market Rent Inflation: 5%/ 7% / 10%14%. for 2011 /'12 /13 / 14+ Purchase 50.000.000 50.000.000 Deleverage Investment - Renewal %: 75.0% Foreclosure/Closing Costs 500,000 1.000.000 500.000 Downtime: 6 /4 months (new/renewal) Base Building Capital 30.000.000 30.000.000 Debt Carry Costs - 159.338.126 159.338.126 Leasing Costs - 64.263.978 64.263.978 Tenant Improvements: $70 new. $25 / $20 renewal for 2011 /'12+ Leasing Commissions: 1.5x / 1.25x NYC schedule Total Uses 50,500,000 304,602,104 254,102,104 Free Rent: 12/9/6+ & 616t3f1+ (new/renewal) Vacancy Factor: Stabilized vacancy factor of 1.5% based on tenant rollover Reimbursements: Increases over base year stop Vacant since 103S0411) comments: Lease current vacancy in phases based on current prospects -Deutsche Bank space (336.137 sq. ft. expiring Feb-2011) re-lease in approximately equal increments with completion 01 2013. Lease at then market rents per space assumptions above. -National Football League space (201.658 sq. ft. expiring Feb-2012) re-lease in approximately equal increments with completion 01 2014. Lease at then market rents per space assumptions above. EFTA01080038 Existing Capital Stack INVESTCORP 2010B Trough Stabilized NOI NOI NOI Cumulative Cumulative Last $ Interest Debt Debt Debt Annual Debt Annual Debt Lender Debt Debt / Sq. Ft. Rate Yield* Yield" Yield"' Service Service Mortgi.ge - Wells Far_go 440 000 000 440.000 000 354 6.75% 12.05% 7.32% 17.91% 30.131 213 30 131.213 Mezz Al - ING 75.000 000 515.000 000 415 6.27% 10.30% 6.25% 15.30% 4.767.432 34 898.645 Mezz A2 - West Immo 25 000 000 540 000 000 435 6.27% 9.82% 5.96% 14.59% 1 589 144 36 487 789 Mezz A3 - Helaba Men A: 125 000 000 665 000 000 536 6.27% 7.97% 4.84% 11.85% 7 945 720 44 433 509 Mezz A4 - DG Hypo $315M 50.000,000 715.000,000 576 6.27% 7.42% 4.50% 11.02% 3,178,288 47.611,798 Mezz A6 - Landesbank Saar 20.000.000 735.000.000 592 6.27% 7.21% 4.38% 10.72% 1.271,315 48.883.113 Mezz A7 - West Immo 20.000,000 755,000,000 608 6.27% 7.02% 4.26% 10.44% 1,271,315 50,154,428 Mezz B - SL Green 60.000.000 815.000.000 656 6.54% 6.51% 3.95% 9.67% 3.978.196 54.132.624 Mezz Cl - SL Green Men C: J 85.000,000 900.000,000 725 7.44% 5.89% 3.58% 8.76% 6,411,402 60,544,026 Mezz C2 - SL Green $130M 45.000 000 945.000 000 761 7.44% 5.61% 3.41% 8.34% 3 394 272 63 938.298 Mezz D1- SL Green 35.000 000 980.000 000 789 7.84% 5.41% 3.29% 8.04% 2 781 934 66 720.232 Mezz D2 - SL Green 36 250 000 1 016 250 000 818 7.84% 5.22% 3.17% 7.75% 2 881 288 69 601 520 Mezz E - RCC Real Estate 20.000,000 1,036,250.000 835 8.16% 5.12% 3.11% 7.60% 1,653,957 71,255,477 Mezz F - Vornado 73.750.000 1,110,000,000 894 10.25% 4.78% 2.90% 7.10% 7.664.366 78.919.844 Total 1,110,000,000 7.01% 78,919,844 Footnotes: *Debt Yield: reflects 2010 budgeted annual NOI of $53.0 million "Debt Yield: reflects trough pro-forma annual NOI of $32.2 million, for FYE 12/2012 "'Debt Yield: reflects stabilized pro-forma annual NOI of $78.8 million, for FYE 6/2017 EFTA01080039 Rent Roll INVESTCORP Lease Current Current Lease Current Current Tenant Suite Expiration Sq. Ft. Base Rent Tenant Suite Expiration Sq. Ft. Base Rent Office Retail Ares Management 28E Feb-11 8.526 $140 Aurora Grill 1W Dec-10 5.030 $65 Audax Management 20E May-15 8.243 $84 Haru Park Avenue 1W Dec-12 6.350 $47 Blue Mountain 5E May-17 22.250 $85 Journal News IX 2W Aug-13 227 $201 Cohen & Steers 19-20W Jan-14 37.082 $100 Starbucks 1E Jan-11 1.925 $124 Credit Suisse 10-11E & W Jan-14 91.927 $57 Scotirade 1E May-17 1.575 $259 Danske Bank 35W Aug-20 8.600 $72 Subtotal 15,107 Deutsche Bank Various Feb-11 336.137 $62 Deutsche Telekom 26W Feb-14 18.839 $58 Storage J Antennae 15.700 DHR International 43W Dec-17 8.288 $67 Remeasurement Factor 26.050 Diamond Castle 24-25E May-16 16.510 $83 Total Occupied Sq. Ft. 1,209,897 97% Dover 34W Dec-11 18.838 $59 Vacant Erste Bank 32W Jan-18 19.658 $91 All Vacant Office Space 31.329 Essex 27E Nov-20 8.650 $73 All Vacant Storage Space 391 Fore Advisors 43W Mar-11 6.496 $68 Total Vacant Sq. Ft. 31.720 3% GECC 8E & W Jan-14 47.920 $57 Harvest Partners 25W Nov-18 18.500 $120 Total Building 1,241.617 Investcorp 35-39W May-19 71.003 $69 Landesbank 30-31W Jan-18 40.329 $129 Madison Partners 24W Jun-11 3.748 $55 National Football Leauge 12-17E & W Feb-12 201.658 $43 Odyssey Investment Partners 38W Aug-13 10.602 $120 Private Export Funding 4W Nov-19 10.568 $55 Promontory 4W1 Sep-17 19.495 $90 Roundtable 23E Oct-11 8.253 $90 Sigmund Sommer Construction 4W Feb-11 5.594 $52 TRG 27W Feb-14 19.068 $61 Triarc Various May-12 31.237 $51 Viking Global 33 & 35W Sep-18 26.257 $114 Wachovia 28-29W Dec-17 28.764 $74 Subtotal 1,153,040 $67 10 EFTA01080040 Lease Expiration Schedule INVESTCORP Sq. Ft. 100% Year Expiring Expiring 90% 1 384,956 36% 2 242,732 22% 80% 3 227 0% 70% 4 214,837 20% 60% 5 8,245 1% 6 16,510 2% 50% 7 52,419 5% 40% 8 65,173 6% I 30% 9 81,572 8% 10 17,250 2% 20% 11 0% 10% 12+ 0% 0% 1 2 3 4 5 6 7 8 9 10 11 12+ M% Expiring CI Cumulative % Expiring .7121416 ix EFTA01080041 Market Summary INVESTCORP • Over the past twelve months, the Midtown Manhattan leasing market has demonstrated ECONOMIC INDICATORS consistent signs of improvement as tenants have all but stopped contracting and many National 2009 2010F 21111E industries are generating new space requirements . Leasing velocity year-to-date 2010 GDP Growth -2.6% 2.7% 3.1% outpaced 2009 by 45% and is the highest year-to-date total since 2006. As banks and CPI Growth -0.3% 1.6% 1.6% financial institutions withdrew from a panicked state, the amount of sublease space on the market quickly subsided and availabilities decreased as tenants have begun to grow. Regional Unemployment 9.2% 9.5% 9.8% • 280 Park Avenue is located within the Park Avenue Midtown office submarket. As of the Employment -3.1% -0.3% 0.7% 3'd quarter 2010, the submarket ranked 2nd among Midtown's 11 submarkets for YTD Growth overall leasing absorption with 400,000 square feet and 2"d highest average asking rent, Source: Cushman & Wakefield 3O 2010 $76.16. The submarket has historically been one, if not the, strongest in Midtown. • A year ago, the Park Avenue submarket had numerous large blocks of available space for lease, both on a sublet and direct basis. As of Q4 2010, nearly all of those large blocks of space have been leased, leaving 280 Park in a unique position with a large block of vacancy becoming available in 2011/2012. As rents have begun to rise and are anticipated to continue to increase further throughout 2011, 280 Park is well positioned to secure highly desirable tenants at terms which are still a significant discount to the peak market in 2008 yet well off of the market trough experienced in 2009. Comparable Sales • The existing financing encumbering 280 Park Avenue has a last dollar Sale Sale Cap Sale Date Property Price Price SF Rate basis of $894 per square foot. Comparable asset sales over the last 6 Pending 1330 Avenue of Americas $525 MM 51.000 TBD months have indicated a steady increase in Class-A midtown pricing, Aug-10 510 Madison $298 MM $850 6.0% returning to a price point at or just below $1,000 per square foot. The Jun-10 340 Madison $570 MM $766 6.2% basis represents a 35% discount to the previous sale of the asset. In Jun-10 600 Lexington $193 MM $635 5.3% Jun-08 Park Avenue Tower $665 MM $1.080 4.5% addition, the last dollar basis of the financing represents a 4.8% debt yield Jun-08 GM Building $2.800 MM $1.389 4.5% on current NOI and 7.1% on stabilized NOI: comparable equity sales Apr-08 650 Madison $680 MM $1.133 3.7% have traded in a cap rate range of 3.5%-6.0% at various stages in the Nov-07 280 Park Avenue $1,416 MN $1,141 3.5% market over the last 3 years. Oct-07 450 Park Ave $509 MM $1.524 2.7% Aug-07 660 Madison $375 MM $1.476 3.6% May-07 237 Park Avenue $1,290 MM $1.059 3.2% Source: Real Capital Analyncs ti ,it,.tti,Ai94 r" ,11,:,,, EFTA01080042  Market Summary INVESTCORP • Average vacancy rate in the Park Avenue Midtown submarket has steadily decreased since the peak of roughly 15% in late 2009 to the current 8.1% in 3Q MARKET FORECAST 2010. Cushman & Wakefield has forecasted a further modest decline in vacancy Overall Vacancy: The Manhattan overall in the near term as leasing activity remains strong. Average asking rents have vacancy rate has fallen to Its lowest level in a remained relatively flat through 2010 but are up from the bottom of the cycle. year and is expected to modestly decline as leasing activity continues to be relatively More telling of the improved market conditions, the gap between asking rents strong. and the ultimate lease rent or "taking rent", has decreased steadily over the las year. Asking Rents: are expected to remain flat although there will be increases in stronger Park Avenue Class-A Submarket History submaikets. Tenants ability to capitalize on favorable lease terms is diminishing. a 16.0% $120 Leasing Activity: is expected to remain strong 14.0% as the pipeline for tenant demand is steady from a diverse industry base. I 5100 12.0% 0 10.5% Asking Rent PSF C7c cc $80 e Midtown Taking Rent (as % of Asking Rent) 58 14, 8.0% $60 6.0% $40 95% 4.0% O d 2.3i 2.0% 90%. so al la a al INI la a 0.00/0 at° " sir c, 0 (4) O NC) q° N(t1 4t, 4i, IP # (t, # (19 e IS> 4 4 4 4 \ \ \ \ \ ‘4\ \ Asking Rent —4—Overall Vacancy Rate 75% Xe1 1tp Ka 701 103 a ION WO Ma 1010 7010 70)0 Source: CARE, Cushman & Wakefield Soma: CBRE 3Q 2010, Cushman & Wakefield 3Q 2010 EFTA01080043  EFTA01080044 INVESTCORP STACKING PLAN !WV ad./MOB 43 42 a Z ir 41 40 .'="" lirlt SIM as. Wavvra 39 WI• WwwWw Wl• WWWW , trAta 38 ASV 1•••••••.•••••••1 37 WIN • Vow Wow, 36 .all, 1••• 35 Yr", =at 1417,7, 34 WILMS 33 WV. _ V ✓OW all VS 32 ✓ AIN Ivo. •Of/m 31 31 ROM Ye -WWI 30 30 WS /A NW W O Swim WWI 29 foveWelv !WWII • Vial OW/ 4{r Wan IOR WSW 29 28 um s ret=aN,n =it 28 Lila We Salo. 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