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Valuation Report VALUATION REPORT HSBC BUILDING 452 Fifth Ave. & 1 West 39th St. New York, NY CBRE, Inc. File No. 16-047NY-2836 452 FIFTH OWNERS LLC Attn: Mr. Eli Elefant CEO 452 Fifth Avenue Owners, LLC New York, NY 10018 VALUATION & ADVISORY SERVICES One Penn Plaza, Suite 1835 New York, NY 10119 T (212) 715-5741 F (212) 207-6069 www.cbre.com www.cbre.com November 14, 2016 452 FIFTH OWNERS LLC Attn: Mr. Eli Elefant CEO 452 Fifth Avenue New York, NY 10018 RE: Appraisal of HSBC BUILDING 452 Fifth Ave & 1 West 39th Street New York, New York County, NY CBRE File No 16-047NY-2836 Dear Mr. Elefant: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Self-Contained Appraisal Report. The subject property was originally four separate buildings known as the Knox Building (built 1902), One West 39th Street (built 1923), The Kress Building (built 1935) and the Tower (built 1984). The buildings were conjoined during the construction of the Tower in 1984 and now function as two interconnected, but separate buildings totaling 865,339 square feet (known as 452 Fifth Avenue and One West 39th Street). 452 Fifth Avenue is a 30-story (no 13th floor), 720,945 square foot office building, while the attached One West 39th Street is a 12-story, 144,394 square foot office building. The overall property is currently 99.5% leased, with only a small storage space in 1 West 39th Street not currently leased. The building was fully leased to HSBC through April of 2011 as part of a sale-leaseback, however they phased down their occupancy through March of 2012, remaining only in 140,255 square feet at 1 West 39th Street (all office area) and 407,708 square feet at 452 Fifth Avenue (basement, retail and floors 2-11) for a 10 year term, with options that entitle the tenant to remain within all or part of the space for two additional periods of 10 years. They are currently in advanced negotiations to extend their occupancy within the subject for a period that will likely be in excess of the initial option period and we have modeled our analysis under this scenario. Additional details regarding the physical and economic characteristics of the subject property are more fully described within the enclosed report. Based on the analysis contained in the following report, the market value of the subject is concluded as follows. MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion As Is Leased Fee Interest September 30, 2016 $855,000,000 Compiled by CBRE Page 2 Data, information, and calculations leading to the value conclusion are incorporated in the report following this letter. The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, our interpretation of the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. It also conforms to Title XI Regulations and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) updated in 1994 and further updated by the Interagency Appraisal and Evaluation Guidelines promulgated in 2010. The intended use and user of our report is specifically named in our report as agreed upon in our contract for services and/or reliance language found in the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of this report by any party to non- client, non-intended users does not extend reliance to any other party and CBRE will not be responsible for unauthorized use of the report, its conclusions or contents used partially or in its entirety. It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE, Inc. can be of further service, please contact us. Respectfully submitted, CBRE - VALUATION & ADVISORY SERVICES Mark T. Godfrey, MAI Executive Vice President NY Certification No. 46-41668 Phone: 212-715-5719 Fax: 212-207-6169 Email: [email protected] HSBC BUILDING | CERTIFICATION OF THE APPRAISAL CERTIFICATION OF THE APPRAISAL We certify to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in or bias with respect to the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. 4. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 5. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 6. This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, as well as the requirements of the State of NY. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. As of the date of this report, Mark T. Godfrey has completed the continuing education program of the Appraisal Institute. 11. Mark T. Godfrey has made a personal inspection of the property that is the subject of this report. 12. No one provided significant real property appraisal assistance to the persons signing this report. 13. Valuation & Advisory Services operates as an independent economic entity within CBRE. All parties to this contract are aware that CBRE currently manages and leases the subject property and acted as advisor in the purchase of the property during 2009. CBRE Valuation confirms that our valuation was conducted independent of our other business units and the results of our analysis represent our unbiased opinion. Any interaction with our other business units was restricted to gathering information regarding the subject property‘s operation or leasing prospects. Absolute client confidentiality and privacy were maintained at all times with regard to this assignment without conflict of interest. 14. Mark Godfrey has provided real estate related services on this property in the three years prior to accepting this assignment. Mark T. Godfrey, MAI Executive Vice President i HSBC BUILDING | SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPH – 452 FIFTH AVENUE ii HSBC BUILDING | SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPH – 1 WEST 39TH STREET iii HSBC BUILDING | SUBJECT PHOTOGRAPHS TOWER OFFICE SPACE TOWER OFFICE SPACE iv HSBC BUILDING | SUBJECT PHOTOGRAPHS INTERIOR OFFICE SPACE OFFICE INTERIOR v HSBC BUILDING | SUBJECT PHOTOGRAPHS FIFTH AVENUE RETAIL FRONTAGE ROOFTOP MECHANICALS vi HSBC BUILDING | SUBJECT PHOTOGRAPHS 452 FIFTH AVENUE – BUILDING LOBBY 1 WEST 39TH STREET LOBBY vii HSBC BUILDING | SUMMARY OF SALIENT FACTS SUMMARY OF SALIENT FACTS Location 452 Fifth Avenue New York, NY Assessor’s Parcel Number Block 841, Lots 31 & 49 Highest and Best Use As If Vacant Office (Land Banking) As Improved Office Property Rights Appraised Leased Fee Interest Land Area 1.02 AC 44,356 SF Improvements Property Type Office (Multi Tenant) Number of Buildings 2 TOTAL 452 Fifth 1 West 39th Number of Stories 12 & 30 30 (no 13th) 12 Gross Building Area 788,773 SF 653,441 SF 135,332 SF Net Rentable Area 865,339 SF 720,945 SF 144,394 SF Year Built 1902-1984 1902-1984 1923 Condition Very Good Very Good Average Estimated Exposure Time 6 Months Financial Indicators Current Occupancy 99.5% Stabilized Occupancy 98.0% Stabilized Credit Loss 1.0% Overall Capitalization Rate 4.25% Discount Rate 6.50% Terminal Capitalization Rate 5.00% Pro Forma Operating Data Total Per SF Effective Gross Income $64,129,823 $74.11 Operating Expenses $27,136,999 $31.36 Expense Ratio 42.32% Net Operating Income $36,992,824 $42.75 VALUATION Total Per SF Fair Value Estimate/Market Value As Is On: September 30, 2016 Sales Comparison Approach $855,000,000 $988.05 Income Capitalization Approach (via DCF) $855,000,000 $988.05 CONCLUDED MARKET VALUE Appraisal Premise Interest AppraisedDate of Value Value As Is Leased Fee InterestSeptember 30, 2016 $855,000,000 Compiled by CBRE STRENGTHS, WEAKNESSES, OPPORTUNITIES AND THREATS (SWOT) Strengths and weaknesses are internal to the subject; opportunities & threats are external to the subject. viii HSBC BUILDING | SUMMARY OF SALIENT FACTS Strengths The subject is 99.5% occupied with little near term rollover. The subject is anchored by long term leases to HSBC, Baker & McKenzie and Man Group. HSBC is in advanced negotiation to renew their lease and we have modeled that the tenant remains in place based on the most likely renewal scenario for over 10 years.
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