March 17, 2017 To: Related Commercial Portfolio Ltd. RE: Value
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Douglas H. Larson Executive Director 1290 Av enue of the Americas New York, NY 10104 Direct +1 212 841 5051 Fax +1 212 479 1838 [email protected] cushmanwakefield.com March 17, 2017 To: Related Commercial Portfolio Ltd. RE: Va lue Appraisa ls – Consent to include within Financial Statements We hereby give our full consent to Related Commercial Portfolio Ltd. (the "Company") to the inclusion of our Appraisal Report dated March 9, 2017 (Effective date – December 31, 2016) regarding Bronx Terminal Market, in its entirety, within the Company's Financial Statements for December 31, 2016, to be published by the Company no later than March 31, 2017, and any ensuing financial statements, and within any other filing to be filed and/or disclosed by the Company to the Israel Securities Authority and/or to be published by the Company. In addition, we hereby give our full consent to the inclusion of a copy of this letter within the Company's Financial Statements and other filings as aforesaid. Yours sincerely, Douglas H. Larson Executive Director No warranty or representation, expressed or implied, is made as to the accuracy of the information contained herein, and same is submitted subject to errors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals. APPRAISAL OF REAL PROPERTY Gateway Center at Bronx Terminal Market 4-Story Retail Power Center 658 River Avenue Bronx, Bronx County, NY 10451 IN AN APPRAISAL REPORT As of December 31, 2016 Prepared For: Related Commercial Portfolio, LTD. c/o Related Companies 60 Columbus Circle New York, NY 10023 Prepared By: Cushman & Wakefield, Inc. Valuation & Advisory 1290 Avenue of the Americas, 9th Floor New York, NY 10104-6178 C&W File ID: 17-12002-900125-005 1290 Avenue of the Americas, 9th Floor NEW YORK, NY 10104-6178 Tel +1 212 841 7500 cushmanwakefield.com March 09, 2017 Mr. David Zussman Related Commercial Portfolio, LTD. c/o Related Companies 60 Columbus Circle New York, NY 10023 Re: Appraisal of Real Property In An Appraisal Report Gateway Center at Bronx Terminal Market 4-Story Retail Power Center 658 River Avenue Bronx, Bronx County, NY 10451 C&W File ID: 17-12002-900125-005 Dear Mr. Zussman: In fulfillment of our agreement as outlined in the Letter of Engagement, we are pleased to transmit our appraisal of the above property in An Appraisal Report which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice (USPAP). In accordance with USPAP, the use of this report is restricted to the client only. The appraisal report is intended to provide an opinion of the market value of the leasehold estate of the subject property for an internal review by the client. This report is not intended for any other use. This report was prepared for the exclusive use of Related Commercial Portfolio, LTD. c/o Related Companies and their participant lenders are the intended users. Client: Mr. David Zussman Related Commercial Portfolio, LTD. c/o Related Companies 60 Columbus Circle New York, NY 10023 Intended User: Related Commercial Portfolio, LTD. c/o Related Companies and their participant lenders, are the only Intended Users. Intended Use: IFRS financial statements in connection with a potential corporate financing. CUSHMAN & WAKEFIELD 1 Mr. David Zussman Cushman & Wakefield, Inc. Related Commercial Portfolio, LTD. c/o Related Companies March 9, 2017 Page 2 Identification of the Real Estate: Gateway Center at Bronx Terminal Market 4-Story Retail Power Center 658 River Avenue Bronx, NY 10451 Current Use: Gateway Center at Bronx Terminal Market is a 4-story retail power center that contains a total of 912,333 square feet of gross leasable area (GLA) and a 6-level parking garage with 2,575 spaces. The subject property also includes two 1-story retail/commercial buildings. The subject improvements are situated on a 16.8-acre site. The subject retail center is anchored by Target, BJ’s Wholesale Club, and Home Depot, which have leased 443,500 square feet or 48.6 percent of the property on a long-term basis. The subject property has been ground leased on a net basis for a base term of 49 years through September 13, 2055. In addition, the ground lease can be extended for five additional 10-year renewal terms extending the lease through September 13, 2105. Highest and Best Use It is our opinion that the Highest and Best Use of the entire site as if vacant is a multi-level power center constructed to the highest feasible (As If Vacant): density permissible. Highest and Best Use It is our opinion that the Highest and Best Use of the site as improved is as it is currently improved. (As Improved): Type of Value: Market Value (defined later in this report) Current Ownership: Sales History: To the best of our knowledge, the property has not transferred within the past three years. Real Property Interest Valued: Leasehold Estate Date of Inspection: December 20, 2016 Effective Date of Value: December 31, 2016 Date of Report: March 09, 2017 CUSHMAN & WAKEFIELD 2 Mr. David Zussman Cushman & Wakefield, Inc. Related Commercial Portfolio, LTD. c/o Related Companies March 9, 2017 Page 3 Extraordinary Assumptions: This appraisal employs the following extraordinary assumptions: 1) The subject site is ground leased until September 13, 2055, with 5 consecutive 10 year renewal options by BTM Development Partners LLC (c/o Related Companies) from the City of New York. As per Section 12.1 of the ground lease, the tenant is responsible for transaction payments in the event of a sale or financing. Since our market value estimate assumes a sale of the property as of the date of value, we have adjusted our market value estimate by the defined 7.5 percent of net sale proceeds obligated to be distributed to the landlord (New York City). We have been provided with the information which details the anticipated transaction costs related to a potential sale of the subject property. Some of the deductions defined in the ground lease in calculating the transaction payment apply to both refinancing or a sale. Therefore, we have utilized the applicable deductions which were made available by the ownership in calculating the Net Sale Proceeds and the Transaction Payment. We have assumed that the information provided by the owner regarding the allowable deductions is accurate. If the provided information is not accurate, we reserve the right to amend our value conclusion. Hypothetical Conditions: This appraisal does not employ any hypothetical conditions. Valuation Indices: Sales Comparison Approach: $595,000,000 Income Capitalization Approach: $613,000,000 Opinion of Value: $613,000,000 (Market Value As Is on December 31, 2016) Exposure & Marketing Time: 6 to 9 months CUSHMAN & WAKEFIELD 3 Mr. David Zussman Cushman & Wakefield, Inc. Related Commercial Portfolio, LTD. c/o Related Companies March 9, 2017 Page 4 Market Value Definition The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated; Both parties are well informed or well advised, and acting in what they consider their best interests; A reasonable time is allowed for exposure in the open market; Payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Source: (12 C.F.R. Part 34.42(g) Federal Register 34696, August 24, 1990, as amended at 57 Federal Register 12202, April 9, 1992; 59 Federal Register 29499, June 7, 1994) Scope of Work Scope of work is the type and extent of research and analyses involved in an assignment.1 To determine the appropriate scope of work for the assignment, we considered the intended use of the appraisal, the needs of the user, the relevant characteristics of the subject property, and other pertinent factors. Our concluded scope of work is summarized below, and in some instances, additional scope details are included in the appropriate sections of the report: Research We inspected the exterior and interior of the property and its environs. Physical information on the subject was obtained from the property owner’s representative, public records, and/or third-party sources. Regional economic and demographic trends, as well as the specifics of the subject’s local area were investigated. Data on the local and regional property market (supply and demand trends, rent levels, etc.) was also obtained. This process was based on interviews with regional and/or local market participants, primary research, available published data, and other various resources. Other relevant data was collected, verified, and analyzed. Comparable property data was obtained from various sources (public records, third-party data-reporting services, etc.) and confirmed with a party to the transaction (buyer, seller, broker, owner, tenant, etc.) wherever possible. It is, however, sometimes necessary to rely on other sources deemed reliable, such as data reporting services. Analysis Based upon the subject property characteristics, prevailing market dynamics, and other information, we developed an opinion of the property’s Highest and Best Use. We analyzed the data gathered using generally accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value.