Brookshire’s Grocery Store 5 Years Remaining | Absolute NNN Lease | Corporate Guarantee

6708 Lake Worth Boulevard Confidential Offering Memorandum Lake Worth, TX 76135 The Offering Jones Lang LaSalle (“JLL”) is pleased to offer for sale the fee-simple interest in a freestanding Brookshire’s grocery store (the “Property” or “Asset”) located in the / Fort Worth Metroplex (“DFW”). Situated along the area’s primary thoroughfare with over 40,500 vehicles passing by daily, the Property is located in one of Fort Worth’s densest suburban retail corridors. The Asset is leased to one of the largest regional grocers, Brookshire’s Grocery Company (the “Tenant” or “Company”), on an absolute triple-net basis (“NNN”) with no landlord responsibilities, and five, five-year renewal options remaining. Demonstrating long-term commitment to the location, the Tenant recently exercised their first renewal option of five years, further supporting the strong real estate fundamentals and desirable retail location. With in-place rent 60 percent below market, this investment represents an excellent opportunity to acquire a rare, absolute NNN freestanding grocery store, leased at well-below market rents to a leading regional operator. Investment Highlights Strong Retail Location with Outstanding Visibility Situated within one of Fort Worth’s densest suburban retail corridors, the Asset is strategically positioned at the epicenter of the area’s retail market. Furthermore, the Property, which is located just off of Fort Worth’s primary outer belt, I-820, benefits from excellent traffic counts of over 40,500 vehicles passing by daily along Lake Worth Boulevard.

Protected Basis & Well-Below Market Rents The Asset is leased to Brookshire’s at $5.44 per square foot, which is approximately 60 percent below market rent of $8.50. With a recent rent step- down in the renewal option period, the Asset will remain at well-below market rents through the end of the option periods and will provide new ownership value creation opportunities going forward.

Tenant Commitment to Location Initially under a 20 year lease obligation, Brookshire’s has demonstrated their long term commitment to the location by exercising their first renewal option of five years. The recent renewal provides comfort to the potential purchaser seeking a passive investment with robust real estate fundamentals and strong tenancy.

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 2 PROPERTY SUMMARY Zero Landlord Responsibilities 6708 Lake Worth Boulevard The Property is subject to a recently renewed lease and features an absolute NNN lease structure with zero landlord responsibilities, 5.0 years of Location Lake Worth, TX 76135 remaining lease term and five, five-year renewal options. Purchase Price / PSF $3,767,300 / $77.77 Leading Regional Grocery Operator Cap Rate 7.00% As one of the largest regional grocers in the United States with revenues totaling $2.5 billion, Brookshire’s Grocery Company is a privately-held NOI / PSF $263,708 / $5.44 grocer, operating under a variety of banners. The Company features over 150 supermarkets situated throughout Texas, Arkansas, Louisiana, and Building Size 48,444 SF Mississippi. Moreover, the Company recently converted 25 former Wal-Mart Express stores into a smaller footprint supermarket, Spring Market, fitting into Brookshire’s strategic growth plan and further solidifying their hold over the markets in which they operate. Year Built 1996 Site Size 6.61 acres Free and Clear of Existing Financing Parking +/- 360 spaces The Property will be transferred free and clear of debt. Investors will be able to capitalize on today’s attractive debt markets and secure highly aggressive and favorable financing. Numerous floating and fixed rate financing options will be accretive to investment yield expectations. Ownership Interest Fee Simple Tenant Brookshire Grocery Company Lease Type Absolute NNN Remaining Lease Term* 5.0 years Lease Expiration 12/31/2021 Rent Escalations None Renewal Options 5 x 5-year options

*As of 1/1/2017

RENT SCHEDULE MONTHLY ANNUAL ANNUALRENT PERIOD RENT RENT PSF* Jan 1997 – Dec 2016 $28,000 $335,984 $6.94 RENEWAL OPTIONS Jan 2017 – Dec 2021 $21,976 $263,708 $5.44 Jan 2022 – Dec 2026 $21,976 $263,708 $5.44 Jan 2027 – Dec 2031 $21,976 $263,708 $5.44 Jan 2032 – Dec 2036 $21,976 $263,708 $5.44 Jan 2037 – Dec 2041 $21,976 $263,708 $5.44 Jan 2042 – Dec 2047 $21,976 $263,708 $5.44

*Annual rent PSF based on building’s square footage

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 3 Brookshire’s Food & Pharmacy Overview Brookshire Grocery Company (the “Company” or “Brookshire”) is a Texas-based regional food chain that has been providing families COMPANY OVERVIEW with quality foods since 1928. Currently operating more than 150 supermarkets in Texas, Arkansas, Louisiana, and Mississippi under Tenant Brookshire’s Food & Pharmacy the banners of Brookshire’s Food Stores, Super 1 Foods Stores, OleFoods and ALPS, Brookshire’s offers a standard fare of grocery items, in addition to specialty departments including bakeries, delicatessens, floral shops, fresh fish and seafood counters, salad bars, Type Retail (Private) and pharmacies. Revenue $2.5 Billion

The Company’s main operations include its Brookshire grocery banner, which are full-service supermarkets and average around 40,000 No. of Locations 151 square feet; Super 1 Stores, a no-frills, self-service warehouse format, which range from 80,000 to 100,000 square feet; and Ole Employees 13,000+ Foods, supermarkets that cater to the Hispanic market. Additionally, the Company boasts three distribution centers, two bakery plants, a dairy plant, a fleet of over 350 trucks, and its own manufacturing complex. Founded 1928 Headquarters Tyler, Texas Key Business Highlights • As a leading regional grocer in the Midwest and Southeast with over 150 locations, the Company reported revenues totaling $2.5 Website www.brookshires.com billion. Industry Food Markets • Brookshire Grocery Company is currently ranked #175 on Forbes’ list of America’s Largest Private Companies and #57 on Supermarket News’ 2015 Top 75 U.S. & Canadian Food Retailers & Wholesalers.

Tactical Growth Initiative In Summer of 2016, Brookshire’s strategically purchased 25 former Wal-Mart Express stores located in smaller markets in Texas and Louisiana. As the Company’s primary growth initiative, Brookshire’s successfully reopened the 25 former Wal-Mart Express stores into their new banner, Spring Market, which caters to smaller population bases with its smaller footprint and full shopping experience including produce, market, dairy, bakery, grocery and health and beauty care items, as well as fuel centers.

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 4 Aerial and Retail Map

Downtown Fort Worth

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 5 Lake Worth Overview Located just 6.0 miles northwest of , the city of Lake Worth is serviced by the region’s primary interstate loop, I-820, with convenient access to I-30, I-20 and I-35W. Lake Worth is a Dallas / Fort Worth suburb known for its popular recreational lake, attracting visitors from around the metroplex. Further supporting the significance of the area, the city of Fort Worth recently invested $12.5 million in the dredging of Lake Worth, providing a safer environment for all boaters and visitors.

Situated to the south of downtown Lake Worth, several United States Navy Reserve headquarters and operational units are based at the historical Naval Air Station Joint Reserve Base Fort Worth (“NAS Fort Worth JRB” or the “Naval Air Base”). Built in 1942 during World War II, the NAS Fort Worth JRB is made up of roughly 40 separate commands, with over 10,000 active duty military personnel stationed at the base. Moreover, Lockheed Martin’s aeronautics unit is strategically headquartered adjacent to the Naval Air Base. The proximity to downtown Fort Worth, the NAS Fort Worth JRB, and regional access to the Dallas / Fort Worth Metroplex creates an ideal market for national retailers and bolsters convenient access, a strong economy and robust demographics.

Location Highlights

High Traffic Location with Outstanding Visibility The Property benefits from excellent daily traffic counts of over 40,500 per day along Lake Worth Boulevard and boasts eight points of ingress / egress DEMOGRAPHICS with direct access to the Asset off of Lake Worth Boulevard. 1-MILE 3-MILE 5-MILE RADIUS RADIUS RADIUS Strong Retail Location The Property is located within a dense retail corridor and is surrounded by the nation’s leading retail tenants, which include Walmart, Target, The Home POPULATION Depot, Lowe’s, Best Buy, 24 Hour Fitness and Walgreens, amongst many others. 2021 Projection 5,541 37,622 152,947 2016 Estimate 5,308 35,190 141,596 Regional Access to Dallas / Fort Worth Metroplex 2016 Number of Households 1,907 11,738 46,812 The Asset is located one mile from Interstate 820, which is the primary loop arterial leading into downtown Fort Worth and servicing the greater 2016 - 2021 Projected Growth 4.4% 6.9% 8.0% suburbs.

Age 0 - 14 18.4% 23.3% 24.4% Age 15 - 24 11.6% 13.0% 13.3% Age 25 - 44 25.7% 30.1% 29.1% Age 45 - 64 27.8% 22.7% 22.4% Age 65+ 16.4% 10.8% 10.7%

ESTIMATED HH INCOME Less than $35,000 32.5% 34.0% 32.9% $35,000 - $49,999 21.3% 16.3% 14.9% $50,000 - $74,999 21.7% 20.6% 21.0% $75,000 - $99,999 15.5% 13.0% 12.8% More than $100,000 9.0% 16.2% 18.3% Average Estimated HH Income $57,073 $64,254 $67,293 Median HH Income $46,444 $49,568 $51,664

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 6 Dallas / Fort Worth Retail Market

The Property sits inside the Dallas / Fort Worth Retail Market (“freestanding retail”), which is comprised of 72 submarkets totaling 21,872 buildings and 185 million square feet as of 2Q2016. The retail market’s fundamentals are very robust, with a 2.7 percent vacancy rate as of 2Q2016, one of the lowest of all retail markets in the United States. The retail market is poised for growth with 100+ buildings under construction totaling 2.2 million square feet in 2Q2016. Year-to-date net absorption as of 2Q2016 was positive 1,527,700 square feet, an increase of 100,000 square feet over the prior two quarters.

RETAIL MARKET STATISTICS (As of 2Q2016)

MARKET SUBMARKET CORRIDOR Dallas / Fort Suburban Fort Lake Worth Worth Worth Corridor # of Buildings 21,872 1,995 75 Total Inventory (SF) 185,818,900 18,627,700 1,539,391 Total Vacancy 2.7% 1.7% 1.8% YTD Net Absorption (SF) 1,527,700 185,100 30,775

Source: CoStar

Suburban Fort Worth Retail Submarket

Comprised of 1,995 buildings totaling 18 million square feet, the Suburban Fort Worth Retail Submarket is one of Dallas / Fort Worth’s leading retail submarkets. With a vacancy rate of just 1.7 percent and over 414,000 square feet under construction as of 2Q2016, the submarket boasts unparalleled fundamentals.

The Asset’s proximity to downtown Fort Worth and Interstate 820 creates an ideal market for national retailers, bolstering convenient access, a strong economy and robust demographics. Positioned within the area’s primary retail corridor, numerous national retailers surround the Property and include: Walmart, Starbucks, Target, CVS Pharmacy, Wells Fargo, Burger King, and Home Depot, amongst many others.

Lake Worth Retail Corridor

The Property sits within Lake Worth’s primary retail corridor along Lake Worth Boulevard Avenue and benefits from the strong tenant demand in the immediate area. Totaling over 70 retail buildings and 1.5 million square feet as of 2Q2016, the Lake Worth retail corridor has demonstrated excellent retail fundamentals with a vacancy rate below 2.0 percent and positive year-to-date net absorption of 31,000 square feet. As of 2Q2016, the average triple net asking rental rate for all retail assets and big box stores Lake Worth Water Falls stood at $15.50 and $8.50 per square foot, respectively, which is substantially above Brookshire’s in-place base rent of $5.44.

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 7 Dallas / Fort Worth Metroplex Overview

Home to an unparalleled economy, workforce and quality of life, the Dallas / Fort Worth Metroplex (“DFW”) is a thriving 24-hour metropolis. The city’s dynamic character is attributed to its people, location, infrastructure and collaborative business and government community.

Dallas / Fort Worth is the largest metropolitan area in Texas and the fastest growing metropolitan area in the United States, with over 7.1 million people. Its location within the central time zone, transportation infrastructure, young and educated labor force, booming economy and pro-business local governments foster a prosperous economic environment that provides an outstanding base for future growth. The Metroplex’s success as a “world-class” leader in transportation is a result of its excellent airports, interstate highway system, and emerging rail routes. The DFW economy consists of a diverse mix of companies and industries, as well as those maintaining a major distribution network.

Dallas / Fort Worth boasts the largest concentration of corporations in the U.S with over 260 corporate headquarters. Economists predict a favorable long-term advantage to DFW and other major Texas markets for corporate relocations to continue for the foreseeable future as a result Fort Worth, Texas of a relatively low tax burden, right-to-work status, and a predictable regulatory environment.

Dallas / Fort Worth Accolades

• Fort Worth: Best Places in Texas to Hire Veterans - Southern Business & Development, Winter 2016

• Fort Worth: Best Data Center Locations in Texas - Southern Business & Development, Winter 2016

• Dallas-Fort Worth #3 Metro Area in the U.S. - Site Selection March 2016

• Dallas-Fort Worth #3 Hottest Housing Market for 2016 - Zillow Inc., Jan. 2016

• Fort Worth #2 "Best Cities for Job Seekers" - Forbes, 2015

• Fort Worth #3 in large cities with fastest-growing economy - WalletHub, 2015

• Texas #1 for Foreign Direct Investment Jobs - IBM’s 2015 Global Location Trends

• Dallas-Fort Worth #1 commercial real estate market to watch based on investment, development and homebuilding prospects - PricewaterhouseCoopers and the Urban Land Institute, October 2015

• Dallas-Fort Worth # 1 U.S. metro area for small business jobs for the 11th straight month - Paychex/IHS Small Business Jobs Index, August 2015

• Dallas–Fort Worth is America’s most business-friendly metro area, MarketWatch.com, May 2015 Fort Worth Stock Yards

Brookshire’s Grocery Store – Dallas / Fort Worth MSA 8 Primary Sales Contacts: Eric Suffoletto Brian Shanfeld Dwight Stephenson +1 312 228 3254 +1 312 228 2631 +1 312 228 2014 [email protected] [email protected] [email protected]

Jack Sullivan Jace Hinderland Caroline Binning +1 312 228 3765 +1 214 438 6482 +1 214 438 6590 [email protected] [email protected] [email protected]

JONES LANG LASALLE AMERICAS, INC. 200 E Randolph Street Suite 4600 Chicago, IL 60601

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The material in this Offering Memorandum is confidential, furnished solely for the purpose of considering the “AS IS” acquisition of 6708 Lake Worth Boulevard (the “Property” or “Asset”) located in the State of Texas. The information is not to be used for any other purpose or to be made available to any other person without the express written consent of Agent on behalf of Owner. The material is based, in part, upon information supplied by Owner and, in part, upon information obtained by Agent from sources they deem to be reliable. Summaries contained herein of any legal documents are not intended to be comprehensive statements of the terms of such documents, but rather only outlines of some of the principal provisions contained therein. No warranty or representation, expressed or implied, is made by Owner, Agent or any of their respective related agents or entities as to the accuracy or completeness of the information contained herein. Prospective investors should make their own investigations, projections and conclusions regarding the Property. It is expected that prospective investors will conduct their own independent due diligence concerning the Asset, including such engineering and environmental inspections as they deem necessary to determine the condition of the Property and the existence or absence of any potentially hazardous materials used in the construction or maintenance of the Asset. No representations, expressed or implied, are made as to the foregoing matters by the Owner, Agent or any of their respective officers, employees, affiliates and/or agents.