1052 WEST PEACHTREE ACQU I S I T I ON S, L L C · 2019-10-23 · City/State/Zip Atlanta / Georgia /...

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INVESTMENT SUMMARY 1052 WEST PEACHTREE SUNGARD AVAILABILITY SERVICES NET LEASED DATA CENTER - MIDTOWN ATLANTA 1052 WEST PEACHTREE ACQUISITIONS, LLC

Transcript of 1052 WEST PEACHTREE ACQU I S I T I ON S, L L C · 2019-10-23 · City/State/Zip Atlanta / Georgia /...

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I N V E S T M E N T S U M M A R Y

1052 WEST PEACHTREE SUNGARD AVAILABILITY SERVICES NET LEASED DATA CENTER - MIDTOWN ATLANTA

1 0 5 2 WEST PEACHTREE

ACQUISITIONS, LLC

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O F F E R I N G D ISC L OSU R E

THIS INVESTMENT SUMMARY IS NOT A SOLICITATION TO INVEST, BUT IS INTENDED AS SUPPORTING INFORMATION TO A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) WHICH IS BEING FURNISHED TO PROSPECTIVE INVESTORS (INDIVIDUALLY, AN “INVESTOR” AND COLLECTIVELY, “INVESTORS”) ON A CONFIDENTIAL BASIS TO CONSIDER AN INVESTMENT IN FORTERRA MIDTOWN ATLANTA, LLC, A GEORGIA LIMITED LIABILITY COMPANY (THE “COMPANY”), AND MAY NOT BE USED FOR ANY OTHER PURPOSE. THE MEMORANDUM, INCLUDING THIS INVESTMENT SUMMARY, MAY NOT BE REPRODUCED OR PROVIDED TO OTHERS WITHOUT THE PRIOR WRITTEN PERMISSION OF THE COMPANY’S MANAGING MEMBER, FORTERRA ACQUISITIONS, LLC, A GEORGIA LIMITED LIABILITY COMPANY ( “MANAGING MEMBER”). BY ACCEPTING DELIVERY OF THE MEMORANDUM AND/OR THE INVESTMENT SUMMARY, EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING. INVESTMENTS DO NOT NECESSARILY ACCRUE INTEREST OR GENERATE ANY RETURNS UPON PAYMENT OF SUBSCRIPTION AMOUNTS TO THE COMPANY, AND CERTAIN EXPENSES ARE EXCLUDED FROM RETURN CALCULATIONS. EACH INVESTOR SHOULD READ THIS MEMORANDUM AND THE OPERATING AGREEMENT (DEFINED BELOW) IN THEIR ENTIRETY BEFORE INVESTING.

This confidential Investment Summary is intended solely for your limited use and beneit in determining whether you desire to express further interest in an investment in the Company. Only execution and delivery of the Subscription Agreement which is attached as part of the Memorandum.

This Investment Summary contains selected information pertaining to the Property and does not purport to be a representation of the

state of affairs of the Property as of this writing. Some of the information contained herein were provided to the Company by the seller of

the property or their agents and may have not been independently verified as of the date of this Investment Summary. The Company will

use its best efforts during its due diligence to verify all of the information which is material to the Company may require to evaluate a

purchase of real property. All inancial projections and information are provided for general reference purposes only and are based

on assumptions relating to the general economy, market conditions, competition and other factors beyond the control of the

Company. Therefore, all projections, assumptions and other information provided and made herein are subject to material variation.

All references to acreages, square footages, and other measurements are approximations and will be verified prior to acquistion of

the Property by the Company. Additional information in this Investment Summary, including leases and other materials, are described in

summary form. These summaries do not purport to be complete descriptions of the full agreements referenced.

The Company expressly reserved the right, at its sole discretion, to reject any or all expressions of interest or offers to invest in

the Company, and/or to terminate discussions with any entity at any time with or without notice which may arise as a result

of review of this Investment Summary or the Memorandum. The Company shall have no legal commitment or obligation to

any entity reviewing this Investment Summary or the Memorandum.

By receipt of this Investment Summary or the Memorandum, you agree that thse documents and its contents are of a confi dential

nature, that you will hold and treat it in the strictest confidence and that you will not disclose this Investment Summary and the

Memorandum or any of its contents to any other entity without the prior written authorization of the Company. You also agree that you will

not use this Investment Summary or the Memorandum or any of its contents in any manner detrimental to the interest of the Copmany or

Forterra Acquistions, LLC.

If after reviewing this Investment Summary and the Memorandum, you have no further interest in investing in the Company, kindly return these documents to Forterra Acquisitions LLC and destroy and and all copies of electronic copies.

4604 IDS Center

Eighty South Eighth Street

Minneapolis, Minnesota 55402

INVESTMENT SUMMARY

DAN MARKEE

612-850-4609 [email protected]

ACQUISITIONS, LLC

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1052 WEST PEACHTREE Midtown Atlanta

TABLE OF CONTENTS

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INVESTMENT OVERVIEW 0

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TENANT SUMMARY 0

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IRREPLACEABLE LOCATION 1

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INFRASTRUCTURE – HI-RELY GRID 2

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MIDTOWN ATLANTA 2

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DATA CENTER SPECS 3

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FINANCIAL SUMMARY 3

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ACQUISITIONS, LLC

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ACQUISITIONS, LLC

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INVESTMENT OVERVIEW – ASSET DESCRIPTION

1052 West Peachtree offers an opportunity rare ly found in today’s investment landscape. The building ’s extraordinary

location in the heart of Midtown A tlanta is posit ioned in the path of progress. Cash f low is secured during the

holding period by a net lease with a rated credit tenant allowing for value to build as development occurs

throughout this limited high-density area.

SERVICES PROVIDED BY SUNGARD AT 1 0 5 2 WEST PEACHTREE

• Enterprise C loud Services • Backup Solutions • Enterprise Web

H osting • R emote Managed IT Se rvices • Storage R eplication • IT D isaster

R ecovery

1052 West Peachtree is a fully leased, single-story, 35,191 square foot, drive-up data

center situated in a pristine location at 1052 West Peachtree Street in Midtown,

Atlanta. The site benefi ts from frontage along two major Midtown roads (Spring St.

& West Peachtree St.) and immediate proximity to I-75 and heavily traveled

Peachtree Street. The facility is currently 100% leased to SunGard A vailability

Se rvices LP through June 2022 . SunGard has proven itself as a fi rmly

entrenched tenant through its continuous occupancy since 2000 and the

multi-million dollar improvements it has implemented at the site. In addition, the

site also benei ts from annual parking income generated from 28 secured spaces

leased by SunGard as well as an additional surface lot (41 spaces) fronting West

Peachtree Street that is operated by a parking management company.

In 2010, SunGard initiate d an early lease extension and agreed to an 82%

increase in re nt in exchange for extending the lease and allowing the tenant to

continue occupancy of the site in which it has heavily invested. Since the

renewal, SunGard has contributed a signif i cant amount of capital on core

infrastructure to boost power capabilities at the subject and ensure its clients are

properly served. The site is connected to 5 major fibe r/carrie r hote ls, T ime

Warner, A T &T , Verizon Business, Level 3, and XO, that are located only a mile

away and supply the bulk of Atlanta’s fiber needs. To secure the highly valuable site,

SunGard has installed two separate modern security systems that are designed to

protect the data, systems, and underlying infrastructure.

ACQUISITIONS, LLC

Address: 1052 West Peachtree Street

City/State/Zip Atlanta / Georgia / 30309

Frontage: West Peachtree St. & Spring St.

Parcel Layout: Rectangle

Property Type: Office / Data Center

Parcel ID: 17 0010700050365

Zoning: SPI-16 (SA1)

Site Size: 1.78 ACRES / 77,537 SF

Building Size: 35,191 SF

Year Built: 1948

Renovated: 1998 & 2010

Raised Floor: 19,500 SF

Watts PSF of Raised Floor (est.): 100 Watts PSF

Occupancy: 100%

Tenant: SunGard Availability Services LP

Guarantor: SunGard Data Systems, Inc.

Occupied Since: 2000 / 14 years

Remaining Term at Closing: 7 Years 6 Months

Current Net Rent: $36.07 PSF

Public Parking Income (approx.) $48,000 /yr

2015 NOI: $1,280,703

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INVESTMENT OVERVIEW – SPONSORSHIP

FORTERRA ACQUISITIONS, LLC is offering membership investments interests in Forterra Midtown Atlanta LLC, a single purpose entity

created to hold fee title of 1052 West Peachtree in At lanta, Georg ia . Fo r ter ra Acquis i t ions and i t s a f f i l ia ted

companies have been p rov ided sponsored investments in commercia l real estate and rea l estate re lated

operat ing companies s ince 1995 .

BUSINESS PLAN & INVESTMENT RATIONALE 1 0 5 2 WEST PEACHTREE

Forterra Acquisitions, LLC is led by Dan Markee who founded the company in

1995 following 7 years of leading a real estate investment team at

Northwestern National Life Insurance Company. Forterra places debt and

equity into real estate investments on either a direct basis or in partnership with

developers. Having managed investments in nearly every property type

and in 43 states from coast to coast, Forterra has extensive experience in

underwriting, transaction structuring, debt negotiations and origination of

compelling real estate investments. Forterra operates as the primary asset

manager of projects in which they invest or is an active co-sponsor with its

third-party developer partners.

ACQUISITIONS, LLC

INVESTMENT SPONSOR & ASSET MANAGER F O R T E R R A A C Q U I S I T I O N S , L L C

Our investment in 1052 West Peachtree will provide investors with the security

of a financially strong tenant and stable cash flow through the holding period

as a vehicle for increasing value over time given its location in the high-rise

core of Midtown Atlanta. Possible exit strategies include:

• Lease renewal with SunGard at the end of their lease or mid-term;

• Possible expansion of the building on adjacent parking lot in concert with a

long-term lease extension or re-lease to a new data center operator;

• Sale of the building site for development of a new office, hotel, apartment

community or condominium project – all of which fall under the current

zoning that would provide for as much as 790,000 sf of developed space.

Dan Markee

4604 IDS Center

80 S. Eighth Street Minneapolis, MN 55402

612-353-5139

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INVESTMENT OVERVIEW TRANSACTION STRUCTURE

1052 West Peachtree offers an opportunity rare ly found in today’s investment landscape. The building ’s extraordinary

location in the heart of Midtown A tlanta is posit ioned in the path of progress. Cash f low is secured during the

holding period by a net lease with a rated credit tenant allowing for value to build as development occurs

throughout this limited high-density area.

TRANSACTION STRUCTURE

Investment Structure

Forterra Midtown Atlanta, LLC (the “Company”) will consist of

Forterra Acquisitions, LLC (Managing Member) and one or more

Investor Members (Investors). The Managing Member will invest a

minimum of $500,000 of the total equity or a minimum of 8.4%.

Closing is scheduled for late December, 2014

Cash distributions will be made as follows:

Distributions of Cash From Operations

First, 100% to Investors, including the Managing Member, pro

rata until all invested capital has been paid a 7% preferred

return; and then

70% pro rata to all invested capital and 30% to the Managing

Member.

Distributions from the Sale or Refinance of the Property

First, to Investors, including the Managing Member, pro rata

until all invested capital has been paid a 10% look-back IRR

preferred return; and then

80% pro rata to all invested capital and 20% to the Managing

Member.

The Managing Member is currently negotiating debt financing for the project from

one of a number of local and region banks in the Atlanta area. The following is a

summary of the minimum terms anticipated based on those negotiations:

5 year initial term

Three year extension rights with interest re-set

Fixed interest rate for initial term of approximately 4.25%

25 year amortization

Non-recourse

ACQUISITIONS, LLC

SOURCES & USES OF FUNDS

1052 WEST PEACHTREE - SUNGARD DATA CENTER - ATLANTA, GA

35,191 sq ft

SOURCES OF FUNDS

Total Acquisition Cost 19,950,000

Less: Loan Proceeds 14,000,000 70%

Equity Required 5,950,000

USES OF FUNDS

Acquisition Per RSF Comments

Purchase Price $19,400,000 $551.28

Closing Costs - $0.00

19,400,000 $551.28

Indirect Costs

Appraisal 7,000 $0.20

Surveys (Incl. As Built) 7,000 $0.20

Environmental Assessment 8,000 $0.23

Pre Closing Reimbursables 5,000 $0.14

Legal Expenses 35,000 $0.99

Title Insurance 35,000 $0.99

Lender Fee and Costs 105,000 $2.98 0.75%

Equity Placement Fees 150,000 $4.26 3% of $5m

Loan Placement Fee 140,000 $3.98 1% of loan

Contingency for Working Capital 58,000 $1.65

Subtotal: Indirect Costs 550,000 $15.63

TOTAL USES OF FUNDS 19,950,000 $566.91

PROJECT DEBT FINANCING

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HISTORY O riginally constructed in 1948, 1052 West Peachtree Street was developed as a commercial ofi ce building and renovated in 1998 in

advance of being leased to Inflow, Inc., a large data center operator. Inflow Inc. signed a 10 year lease through 2010 and, after

taking occupancy, initiated a range of capital improvements, tailoring the facility to a specii c data center usage. Four years later, in

December 2004, the tenant executed an early renewal, extending the lease term an additional 2 years through June 2012.

Soon after the 2004 Amendment extending the term, Inflow Inc. was acquired by SunGard Availability Services LP (2005), a wholly-owned

subsidiary of 1052 Data Systems, Inc. At the time of the acquisition, SunGard Data Systems was a publicly traded company on the New York

Stock Exchange trading under the ticker SDS (SunGard has since reverted to a private ownership structure). Concurrent with the

acquisition, all lease obligations were assigned to SunGard Availability Services, who continued to occupy and operate the facility as a

data center. In February 2006, the tenant executed a guaranty of the lease naming SunGard Data Systems, Inc. as guarantor to all

lease obligations.

Later in February 2006, the property was purchased by Novare Group. SunGard initiated early lease renewal conversations and the two

parties agreed to extend the term for an additional ten year period through June 2022 in exchange for an initial 82% increase in rent

with 3% annual escalations for the remainder of the te rm. Novare was not required to contribute any TI allowance other than providing

a credit (applied to base rent throughout the term) for $125,000 in roof improvements that 1052 implemented in order to install new,

additional rooftop HVAC units. Including the roof work, SunGard invested an estimated $8 million to upgrade and boost infrastructure

and power capabilities at the site after this most recent renewal.

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A T L A N T A D A T A C E N T E R

D E MA N D H A S G R OWN 20% -

30% A N N U A L L Y FO R T H E PA ST

SE V E R A L YE A R S

1052 WEST PEACHTREE ST.

SUNGARD DATA CENTER 35,191 SF

1.78 A C R ES

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1 0 5 2 WEST P E A C H T R E E

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TENANT SUMMARY

A T L A N T A R A N K E D A S

AM E R IC A ’S

# 1 C IT Y F OR D A T A C E N T E R S

ON -SIT E CO N F E R E N C E RO OM F OR S U N G A R D

C L I E N T S

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PARKING INCOME

1052 West Peachtree is improved with 69 total parking spaces

that are available for use at the site. 28 of the spaces are highly

secured spaces leased to 1052 and are only accessed via

biometric keycard. The remaining 41 spaces are accessed via

West Peachtree Street and are leased to a parking

management company.

H IG H L Y SEC U R E D T E N A N T

PA R K IN G

41 SPA C E S L E A SE D T O A PA R K IN G MA N A G E ME N T

C OMPA N Y

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IN 2010, 1052 IN ST A L L E D A 2N D 2 ,00 0 KV A

G E N E R A T OR

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SE C U R E D L OBBY R E QU I R E S V I SI T OR

R E G IST R A T ION &

A N ON -SI T E PE R SON N E L

E SC OR T ACQUISITIONS, LLC

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ACQUISITIONS, LLC

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1052 West Peachtree enjoys sound cash flow from rental operations

as well as a pristine location in the Midtown, Atlanta submarket. The

site reaps the benei ts of the Hi-Rely Grid by offering outstanding

accessibility to SunGard and its customers. In addition, the site could

easily be reconfi gured for new development. Very few locations

exist within Midtown that offe r such a sizeable site with frontage

along two major roads, immediate proximity to I-75, and that can

be developed. Provided the acceleration of current market values,

this would allow for a disposition of the property in 2022 at or above

premium Midtown land pricing like that attained during the market

peak. The residual land value is a key component in value and

hedges future investors against any adverse issues that may arise with

1052 in the future.

ACQUISITIONS, LLC

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1052 WEST PEA C H T R EE IS LOC A T ED IN T H E

EPIC EN T ER OF T H E MID TOWN “C OR E ”

ATLANTA’S MIDTOWN “CORE” CONTAINS TWICE AS

MUCH AREA AS CHICAGO’S MAGNIFICENT MILE &

NYC’S COMMERCIAL NODES

ACQUISITIONS, LLC

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1052 WEST PEACHTREE ENJOYS A DESIRABLE SPI-16 (SA1) ZONING THAT ALLOWS FOR ALMOST ANY COMMERCIAL USE.

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ACQUISITIONS, LLC

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1052 West Peachtree is currently equipped with the most up-to-

date, modern technology and is well engineered for the

technological services that it offers. The facility features 19,500 SF of

raised floor area that has been constructed over a sloped slab

(height of 24 - 36 inches) and was designed with estimated power of

100 Watts PSF of raised floor. The valuable site also enjoys a prime

location along the Hi-Rely Grid, which was installed by Georgia Power

in preparation of the 1996 O lympics. 1052 West Peachtree's ability to

draw from the Hi-Rely power grid allows the site to provide tenants

access to a colossal uninterrupted source of power. In addition, 1052

recently installed a second 2,500 kVA transformer, a second 2,000

kVA generator, a second 6,000 gallon fuel storage tank, and just

over $500,000 in recent roof work to support the additional 100 tons

of HVAC and cooling systems that were added in order to effectively

operate the servers.

1052 West

Peachtree

1052 West

Peachtree

1052 West

Peachtree ACQUISITIONS, LLC

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ACQUISITIONS, LLC

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ACQUISITIONS, LLC

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ACQUISITIONS, LLC

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PRO FORMA CASH FLOWS

Holding Period Cash Flows From Operations

Assume Closing December 31, 2014

Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

REVENUE

Net Rent Revenue 1,288,406 1,327,053 1,366,865 1,407,870 1,450,107 1,493,610 1,538,418 1,584,571 1,632,108 1,681,071

Tenant Parking 17,778 18,311 18,861 19,427 20,009 20,610 21,228 21,865 22,521 23,196

Public Parking 48,000 49,440 50,923 52,451 54,024 55,645 57,315 59,034 60,805 62,629

Less: Tenant Roof Credit (12,497) (12,497) (12,497) (12,497) (12,497) (12,497) (12,497) (12,497) (12,497) (12,496)

GROSS RENTAL INCOME 1,341,687 1,382,307 1,424,152 1,467,251 1,511,643 1,557,367 1,604,463 1,652,972 1,702,936 1,754,400

EXPENSES

Management Fee (3%) 40,251 41,469 42,725 44,018 45,349 46,721 48,134 49,589 51,088 52,632

Less: Tenant portion (5,103) (5,103) (5,103) (5,103) (5,103) (5,103) (5,103) (5,103) (5,103) (5,103)

Legal & Accounting 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000

Reserves for Roof & Structure 15,836 15,836 15,836 15,836 15,836 15,836 15,836 15,836 15,836 15,836

TOTAL EXPENSES 60,984 62,202 63,457 64,750 66,082 67,454 68,867 70,322 71,821 73,365

TOTAL NET INCOME B/F DEBT SVC 1,280,703 1,320,105 1,360,694 1,402,500 1,445,561 1,489,914 1,535,597 1,582,650 1,631,115 1,681,035

Debt Service (910,120) (910,120) (910,120) (910,120) (910,120) (1,118,169) (1,118,169) (1,118,169) (1,118,169) (1,118,169)

Cash Flow 370,583 409,985 450,574 492,380 535,441 371,745 417,428 464,482 512,947 562,867

Investor Cash Flow Pref 7.0% (416,500) (416,500) (416,500) (416,500) (416,500) (416,500) (416,500) (416,500) (416,500) (416,500)

Excess (Shortfall) (45,917) (6,515) 34,074 75,880 118,941 (44,755) 928 47,982 96,447 146,367

Cumulative (133,257) (218,978) (144,136) (4,433) - - - - - -

Cash Flow Toward Pref 370,583 409,985 450,574 434,858 416,500 416,500 416,500 416,500 416,500 416,500

- - - - - - - - - -

Overage available for Distribution - - - 57,523 118,941 (44,755) 928 47,982 96,447 146,367

- - - - - - - - - -

Investor Share in Overage 70% - - - 40,266 83,259 (31,329) 650 33,587 67,513 102,457

Sponsor Share in Overage 30% - - - 17,257 35,682 (13,427) 278 14,394 28,934 43,910

TOTAL CASH FLOW TO INVESTORS 370,583 409,985 450,574 475,124 499,759 385,171 417,150 450,087 484,013 518,957

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PRO FORMA SALE & RETURN ON INVESTMENT

EXIT STRATEGIES & RETURN CALCULATIONS

Assume Sale December 31, 2024

Land Sale for Development Tenant Renewal/Release

PER SQ FT PER SQ FT

Current Land Value 19,000,000 $245 Current Market Lease Rate 1,759,550 $50

Annual Growth Rate 3% per year Annual Growth Rate 3%

Estimated Land Value at Sale 26,801,376 $346 Annual Rent at Sale 2,482,019 $71

Debt Repayment (8,946,454) Cap Rate at Sale 8.50%

Residual Distributable Cash 17,854,922 Estimated Value at Sale 29,200,224

Success Fee to Sponsor (1,540,971) * Debt Repayment (8,946,454)

Distribution from Sale 16,313,951 Residual Distributable Cash 20,253,770

Success Fee to Sponsor (2,288,754) *

Total IRR 14.06% Distribution from Sale 17,965,016

*20% after a 10% look-back IRR Total IRR 14.69%

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ACQUISITIONS, LLC