Offering Memorandum

Home , Ford Center at The Star, North Dallas

Whispering GABLES NW Corner of Coit Road & Richland Blvd | Prosper, TX 75078 OFFERING MEMORANDUM

1 Whispering GABLES

LISTED BY:

DREW BOROUGHS CHRISTOPHER LASKERO ASSOCIATE SENIOR ASSOCIATE +1 (214) 295-2790 +1 (214) 692-2921 +1 (903) 539-9971 +1 (858) 414-7849 [email protected] [email protected] License No. 726278 (TX) License No. 677086 (TX)

ANDREW IVANKOVICH BROKER OF RECORD SENIOR ASSOCIATE KYLE MATTHEWS +1 (214) 692-2037 License No. 9005919 (TX) +1 (626) 807-3586 [email protected] License No. 678815 (CA)

ANDREW GROSS MARKET LEADER +1 (214) 295-4511 +1 (214) 295-4511 [email protected] License No. 01987860 (CA)

2 PROSPER IS SET TO BOOM By 2024, the City Expects the population growth to expand over 20% (Click the Hyperlink below for articles about Prosper and North Dallas Growth)

Town of Prosper Projections

5 Reasons Prosper is One of DFW’s Fastest Growing Cities

Dallas Cowboys Owner Jerry Jones’ Blue Star Land has the Dirt Flying in Prosper

Crystal Lagoon At Wingsong Ranch Is Now Open

Children’s Health Buys 72 Acres Next to New PGA Headquarters

Suburbs of the Suburbs Lead North Texas’ Fastest Growing Cities

DFW Developer Purchases 854 Acres in Princeton with Plans for Master-Planned Community

$520 million mixed-use development’s East Course awarded the 2027 PGA Championship

Collin County to begin acquiring land this spring in Frisco for US 380 freeway

Dallas Cowboys Owner Jerry Jones Breaks Ground on $1 Billion Mixed-Use Development

3 table of contents

executive area overview overview 6 16

4 5 Whispering GABLES

section 1 executive overview

6 6 INVESTMENT HIGHLIGHTS

• Brand New 2020 – Class A Construction Prototype

• Pristine Luxury Brand Medical Office Development –Located in the affluent and growing city of Prosper, Texas

• Proximity to Education Centers – • Ideally positioned right down the street from the Brand-New Rock Hill High School with an estimated enrollment of 1,800 students. • Directly across the street from Lorena Rogers Middle School – Nearly 2,000 students enrolled • Less than a mile from R. Steve Elementary School as well as Jim & Betty Hughes Elementary Center elementary schools

• Strong Retail Synergy – Growing Retail / Business / Multifamily Corridor – with New Developments including but not limited to: CVS, Murphy Express, Panda Express, Discount Tire, KinderCare Learning Center, Children’s Courtyard of Prosper, 7/11, and several new strip centers.

• Dense Population Infill:Strong density at it pertains to both population growth as well as proximity to local schools as this location is ideally suited for medical or general business tenants looking to provide a service/product to a growing community.

• Prosper leads the way in Suburb Growth – experiencing phenomenal growth from 13,000 in 2013 to more than 28,000 in 2020

• Located along the Nation’s Fastest Growing City: Prosper is located along the Norther Border of Frisco, Texas which currently holds the title for the Fastest-Growing Large Cities since the last consensus in 2010 reflecting over a 70% increase

7 ASSET ANALYSIS

Price $10,104,960

Price/ SF $320

Year Built 2020

Total GLA 31,578 SF

Two Front Sites - Class A Prototype 6,948 SF/each

Three Back Sites - Class A Prototype 5,894 SF/each

Market Rent $32 - $34 + NNN

8 BUILDING ENHANCEMENTS PART I

» Type II-B “Non-Combustible” Construction: structural steel frame with engineered light- gage trusses; insurance benefits.

» 12 ft clear to the underside of light-gauge truss which will allow for 10 ft + ceilings at all locations. Open trusses allow for systems to be run within the webbing, above the bottom chord.

» Installed perimeter insulation and gyp board.

» Fully-sprinklered with an NFPA-13 system with supplemental electric unit heaters provided for freeze protection if unoccupied.

» Exterior natural native Texas limestone, brick, and cast stone cladding.

» Aluminum Storefront system with 1-inch insulated low-E high-performance glass. Main entrances each with specialty pulls.

» Commercial pre-formed standing seam (structural) metal roof built to UL-90 requirements: 2yr special warranty (water-tightness) and 20yr finish warranty.

» Supplemental roof FRT-rated plywood decking over the purlins for additional soundproofing of the spaces.

» Centrally located roof curb system with various penetrations for future through roof systems: sanitary, satellite, dryer vent, etc. No additional roof penetrations likely with tenant finish out.

9 BUILDING ENHANCEMENTS PART II

» Drought-tolerant native landscaping material with drip irrigation and rain-sensing irrigation control system.

» Site conduit prepped for future electric car charging stations.

» Two high-efficiency 16-SEER split systems w/ outside air provided per space. (approx. 1 CFM / SF)

» Fan Coil Units hung horizontally in space with Electric Heat.

» 2” domestic water connections for each tenant (no hot water).

» 4” sanitary connections for each tenant.

» Each building has 600A, 208V, 3Phase power provided with wireway gutter to tenant meter and connection.

» All downspouts tie directly to the underground storm sewer system; no gutters outfall to grade.

» 12 individual tenant signs at 2 externally illuminated monument signs supported with (2) piers along each roadway frontage

10 11 UNIVERSITY DR the village at prosper ± 33,500 VPD UP AND COMING DEVELOPMENT

LORENE ROGERS MIDDLE SCHOOL COIT RD brand new retail space subject property

APARTMENTS CLASS A: 312 UNITS 12 BRAND NEW ROCK HILL HIGH SCHOOL PLANO ±1,798 STUDENTS FRISCO

COIT RD

UNIVERSITY DR ± 33,500 VPD

brand new retail space the village at prosper UP AND COMING DEVELOPMENT

LORENE ROGERS MIDDLE SCHOOL subject ±2,000 STUDENTS property APARTMENTS APARTMENTS CLASS A: 312 UNITS

13 the gates of prosper

UNIVERSITY DR R. STEVE FOLSOM ± 33,500 VPD ELEMENTARY SCHOOL

APARTMENTSAPARTMENTS CLASS A: 312 UNITS subject property

COIT RD

14 SUBJECT PROPERTY

FRISCO ± 7 MILES

PLANO ± 14 MILES

DALLAS FORT WORTH ± 30 MILES ± 44 MILES

15 Whispering GABLES

section 2 area overview

16 | 16 17 | prosper, tx POPULATION 1-MILE 3-MILE 5-MILE

Just 45 minutes outside of Dallas, TX, Prosper is a suburban town with endless potential. It is the #1 2025 Projection 6,498 67,906 151,429

fastest growing city in Northern Texas and is determined to be a family-friendly town for generations 2020 Estimate 5,549 58,193 130,529 to come. Over 100 new companies have opened in the area in 2018-2019 and even more, are expected Growth: 2020-2025 17.10% 16.69% 16.01% in the future. They are also working on developing several more neighborhoods throughout the area. Another large project is the Dallas North Tollway Expansion Plan. This will create an easier path between HOUSEHOLDS 1-MILE 3-MILE 5-MILE Prosper and Dallas while dwindling the traffic. 2020 Estimate 1,998 19,133 42,416

One of the top-selling points of Prosper is beautiful scenery. Last year, the city won several awards Growth: 2020-2025 17.32% 16.64% 15.88% including TML Texas Scenic City, Tree City USA designation, and Quality of Life Initiative Award from INCOME 1-MILE 3-MILE 5-MILE

the Texas Recreation and Park Society. The Prosper community is doing its part to make the world a Median HH Income $121,465 $129,300 $130,354 better place, while also keeping their residents in mind.

DFW IS #1 22 FORTUNE 500 #2 BEST STATE IN THE US FOR JOB GROWTH COMPANIES IN NORTH TEXAS FOR BUSINESS

| 16 17 | FRISCO, TX Frisco, Texas is centrally located in the United States. Just 25 miles northeast of the Dallas-Fort Worth International Airport, planners, economists and site selectors have identified Frisco as one of the nation’s brightest spots for development. Strategically located in the development hotbed of the North Texas Platinum Corridor, Frisco means business when it comes to corporate relocation opportunities. Frisco is one of the most desirable locations in the United States to live, work, educate and innovate.

Destination retail, entertainment, professional sports teams, and recreation activities make Frisco a fun and diverse place to put down roots.

Since its establishment in 1991, the Frisco Economic Development Corporation has facilitated 350 projects that have the potential to occupy more than 450 million square feet of commercial space, generate new capital investment over $8 billion, and create/retain more than 78,000 potential direct jobs in the City of Frisco.

| 18 19 | PGA FRISCO PROJECT PGA Frisco, the $520 million mixed-use development that will be home to the PGA of America headquarters and two championship golf courses on a surprisingly rolling property, will be on its way to becoming what PGA CEO Seth Waugh called the center of golf in America. The two golf courses, a 10-hole short course, a massive 100,000-square foot putting course, the Omni Hotel and Resort, the PGA headquarters and the NTPGA headquarters are situated on 660 acres. An adjacent 2,500 acres are slated for further development under a master plan by Hunt Realty Investments. As the area around the course takes shape with housing and businesses, Crall said PGA Frisco will be like a city within a city.

Fairways, which will have extensive drainage, are being capped with 200,000 tons of sand. Grassing is underway on both courses, and it is said it should be completed by September 2020. TifEagle Ultradwarf Bermuda is being used on all the greens, and Northbridge Bermuda is being used in the fairways. The grass will have all of 2021 and the early part of 2022 before the first official golf shot is struck.

| 18 19 | ENTERTAINMENT Frisco is located 25 miles north of downtown Dallas, and 25 miles from both Dallas Fort Worth International Airport and Love Field. Frisco offers a wide variety of award-winning hotels, shopping, concerts and events, professional sporting events, and more than 150 pieces of art on public display.

Over nine million square feet of retail and dining in Frisco include IKEA, Stonebriar Centre mall, Sam Moon Trading Company, and much more.

With seven professional sports organizations headquartered in Frisco, the city is a sports enthusiast’s dream. The Dallas Cowboys (and the Dallas Cowboy Cheerleaders) opened their corporate headquarters and practice facility at The Ford Center at The Star in 2017. The Dallas Stars also call Frisco home, with their official corporate and official practice ice located adjacent to the mall. FC Dallas major league soccer play at Toyota Stadium, where a variety of concerts, football games, and national and international soccer games also take place. The Frisco RoughRiders AA Affiliate of the Texas Rangers play at Dr. Pepper Ballpark, and the NBA Development League team Texas Legends (NBA G-League) play at Comerica Center, and the Dallas Rattlers (MLL) also make Frisco their home.

Frisco provides exceptional hotels and meeting space to accommodate a wide variety of meetings, corporate retreats, and trade shows.

Art abounds in Frisco with over 100 pieces in HALL Park, including the Texas Sculpture Garden, and over 50 publicly owned sculptures throughout the City of Frisco as well.

| 20 21 | STONEBRIAR CENTRE FRISCO SQUARE & MAIN STREET SHOPPING THE NEW FURNITURE ROW

Stonebriar Centre mall is one of the premier shopping Located along Main Street from the Dallas Tollway to America’s top furniture and home decor retailers centers in the Southwest! Featuring major stores Preston Road, you’ll find unique shopping and dining have opened their doors in Frisco. A broad spectrum such as Nordstrom, Macy’s and Dillard’s, the mall also experiences that begin at Frisco Square and continue of style and price are represented in this easily offers a family-friendly setting with activities such as along Main Street. From Tex-Mex to cupcakes and accessible furniture row. Shop your heart out all a lively carousel, western-themed kids play area, a coffee, Main Street in Frisco has a taste of it all. Frisco day long and explore retailers like IKEA, Ethan Dave & Buster’s restaurant/entertainment venue, and Square is also home to a Cinemark NextGen state-of- Allen, Anderson’s, Haverty’s, Rooms to Go, Ashley a 24-screen AMC Theatre movie complex complete the-art movie theater. Furniture, Zuri, and much more. with a new IMAX theatre experience.

SHOPS AT STARWOOD STONEBRIAR COMMONS AT LEGACY LEGACY WEST

The Shops at Starwood is a recognized and award- Located in front of The Westin Stonebriar Hotel & Legacy West is a business and cultural district in winning vibrant collection of specialty retail Golf Club, this new development includes unique and Plano, Texas, bordered on the south by the curving boutiques, services, and one-of-a-kind restaurants upscale restaurants, spa, retail, and the contemporary Legacy Drive and Headquarters Drive, on the north located on the Dallas North Tollway at Lebanon Road. Sheraton Stonebriar Hotel. The center currently by the Sam Rayburn Tollway. It includes 415,000 Awarded by the Frisco Chamber of Commerce as the features Cantina Laredo, Stonebriar Spa, Silver Fox square feet of retail, restaurant and office space, a Development of the Year in 2008, this Mediterranean- Steakhouse, and Kenny’s Burger Joint, among other 55,000 square-foot food hall, over 1,300 residential inspired center invites a leisurely stroll to experience exciting shopping and dining options. units, and a 303-room Renaissance Hotel. the sights and sounds of unique restaurant concepts and boutiques. | 20 21 | 4TH LARGEST CITY

7.1 MILLION PEOPLE

21 FORTUNE 500 COMPANIES

DALLAS-FORT WORTH MSA The Dallas-Fort Worth Metroplex is the largest metropolitan area in the South, and fourth largest in the United States. It is a center for sporting events, tourism, and manufacturing. Dallas and its suburbs have one of the highest concentrations of corporate headquarters in the United States. 4 Dallas is a center for corporate America. Because of its central location relative to the rest of the United States, Dallas is a popular convention site and site for many corporate headquarters MAJOR and home to 21 Fortune 500 companies. Business management and operations is a major part SPORTS TEAMS of the economy. The Metroplex also contains the largest Information Technology industry base in the state. On the other end of the business spectrum, and on the other side of the Metroplex, the Texas farming and ranching industry is based in Fort Worth.

| 22 23 | SPORTS The City of Dallas and the Dallas metropolitan area is home to teams in six major sports: the Dallas Cowboys (National Football League), Dallas Mavericks (National Basketball Association), Texas Rangers (Major League Baseball), FC Dallas (Major League Soccer), Dallas Stars (National Hockey League), and Dallas Wings (Women’s National Basketball Association). Dallas area major college sports programs include Patriots baseball of Dallas Baptist University located in southwest Dallas, and the Mustangs of Southern Methodist University, located in the enclave of University Park. Neighboring cities Fort Worth, Arlington, and Denton are home to the Texas Christian University Horned Frogs, the University of Texas at Arlington Mavericks, and University of North Texas Mean Green, respectively.

DALLAS COWBOYS FC DALLAS DALLAS STARS

EVENTS State Fair of Texas, which has been held annually at Fair Park since 1886. The Fair is a massive event, bringing in an estimated $350 million to the city’s economy annually. The Red River Shootout, which pits the University of Texas at Austin against The University of Oklahoma at the Cotton Bowl also brings significant crowds to the city. The city also hosts the State Fair Classic and Heart of Dallas Bowl at the Cotton Bowl. Other well-known festivals in the area include several Cinco de Mayo celebrations hosted by the city’s large Mexican American population, and Saint Patrick’s Day parade along Lower Greenville Avenue, Juneteenth festivities, Taste of Dallas, the Deep Ellum Arts Festival, the Greek Food Festival of Dallas, and the annual Halloween event “The Wake” featuring lots of local art and music.

| 22 23 | CONFIDENTIALITY & DISCLAIMER STATEMENT

This Offering Memorandum contains select information pertaining to the business and affairs for Whispering Gables located at NW Corner of Coit Road & Richland Blvd | Prosper, TX 75078. It has been prepared by Matthews Retail Advisors. This Offering Memorandum may not be all-inclusive or contain all of the information a prospective purchaser may desire. The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Matthews Retail Advisors. The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources it deems reliable. Owner, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of this Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. Prospective purchasers should make their own projections and form their own conclusions without reliance upon the material contained herein and conduct their own due diligence.

By acknowledging your receipt of this Offering Memorandum for the Property, you agree:

1. The Offering Memorandum and its contents are confidential;

2. You will hold it and treat it in the strictest of confidence; and

3. You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of the Seller.

Owner and Matthews Retail Advisors expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered.

If you wish not to pursue negotiations leading to the acquisition of the Property or in the future you discontinue such negotiations, then you agree to purge all materials relating to this Property including this Offering Memorandum.

A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against Seller or Matthews Retail Advisors or any of their affiliates or any of their respective officers, Directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property.

This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date this Offering Memorandum.

| 24 25 | Whispering GABLES NW Corner of Coit Road & Richland Blvd | Prosper, TX 75078 LISTED BY:

ANDREW IVANKOVICH BROKER OF RECORD SENIOR ASSOCIATE KYLE MATTHEWS +1 (214) 692-2037 License No. 9005919 (TX) +1 (626) 807-3586 [email protected] License No. 678815 (CA)

ANDREW GROSS MARKET LEADER +1 (214) 295-4511 +1 (214) 295-4511 [email protected] License No. 01987860 (CA)

| 24 25 | 11-2-2015 Information About Brokerage Services Texas law requires all real estate license holders to give the following informaƟon about brokerage services to prospecƟve buyers, tenants, sellers and landlords.

TYPES OF REAL ESTATE LICENSE HOLDERS: . • A BROKER is responsible for all brokerage acƟviƟes, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker.

A BROKER’S MINIMUM DUTIES REQUIRED BY LAW (A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker’s own interests; • Inform the client of any material informaƟon about the property or transacƟon received by the broker; • Answer the client’s quesƟons and present any oﬀer to or counter-oﬀer from the client; and • Treat all parƟes to a real estate transacƟon honestly and fairly.

A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION:

AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a wriƩen lisƟng to sell or property management agreement. An owner's agent must perform the broker’s minimum duƟes above and must inform the owner of any material informaƟon about the property or transacƟon known by the agent, including informaƟon disclosed to the agent or subagent by the buyer or buyer’s agent.

AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a wriƩen representaƟon agreement. A buyer's agent must perform the broker’s minimum duƟes above and must inform the buyer of any material informaƟon about the property or transacƟon known by the agent, including informaƟon disclosed to the agent by the seller or seller’s agent.

AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parƟes the broker must first obtain the wriƩen agreement of each party to the transacƟon. The wriƩen agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligaƟons as an intermediary. A broker who acts as an intermediary: • Must treat all parƟes to the transacƟon imparƟally and fairly; • May, with the parƟes' wriƩen consent, appoint a different license holder associated with the broker to each party (owner and buyer) to communicate with, provide opinions and advice to, and carry out the instrucƟons of each party to the transacƟon. • Must not, unless specifically authorized in wriƟng to do so by the party, disclose: ᴑ that the owner will accept a price less than the wriƩen asking price; ᴑ that the buyer/tenant will pay a price greater than the price submiƩed in a wriƩen offer; and ᴑ any confidenƟal informaƟon or any other informaƟon that a party specifically instructs the broker in wriƟng not to disclose, unless required to do so by law.

AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transacƟon without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner ﬁrst.

TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker’s duƟes and responsibiliƟes to you, and your obligaƟons under the representaƟon agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated.

LICENSE HOLDER CONTACT INFORMATION: This noƟce is being provided for informaƟon purposes. It does not create an obligaƟon for you to use the broker’s services. Please acknowledge receipt of this noƟce below and retain a copy for your records.

Kyle Matthews/Matthews Retail Group Inc. 678067 [email protected] (310) 919-5757 Licensed Broker /Broker Firm Name or License No. Email Phone Primary Assumed Business Name Kyle Matthews 678067 [email protected] (310) 919-5757 Designated Broker of Firm License No. Email Phone

Licensed Supervisor of Sales Agent/ License No. Email Phone Associate

Sales Agent/Associate’s Name License No. Email Phone

Buyer/Tenant/Seller/Landlord Initials Date 26 Regulated by the Texas Real Estate Commission InformaƟon available at www.trec.texas.gov IABS 1-0