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885 Third Avenue Fee Interest Acquisition INVESTMENT SUMMARY

Gramercy Capital Corp. (“GKK”) effectively owns 45% of the fee interest in a 26,135 square foot land parcel at 885 Third Avenue (a/k/a the Lipstick Building). SL Green (“SLG”) holds the remaining 55% fee interest. The improvements are net leased per a ground lease (the “Ground Lease”) to Metropolitan Real Estate Investors (“Ground Lessee”) for a term of 70 years, beginning in July 2007. GKK also encumbered its interest with an assumable mortgage loan (the “Mortgage”) described below. GKK is marketing its equity in the Property’s fee interest (the “Investment”).

PROPERTY SUMMARY
Land Parcel: The 26,135 square foot lot is L-shaped with approximately 200 feet of frontage on Third Avenue, 100 feet of frontage on East 53rd Street and 160 feet of frontage on 54th Street. Improvements. The improvements include a 34-story Class A office building containing approximately 606,958 rentable square feet Ownership. SLG and GKK effectively purchased the fee ownership of the land from Tishman Speyer. Simultaneous with this acquisition, the improvements were purchased by Metropolitan Real Estate Investors who now net leases the improvements from SLG and GKK per the Ground Lease.

STRUCTURE OVERVIEW
Ground Lease. SLG and GKK have leased the improvements to the Ground Lessee on a triple-net basis for a term ending in April 2077. Some of the primary features of the Ground Lease are as follows: Ground Rent: Ground rent through April 30, 2020 is paid according to a fixed schedule (attached as Exhibit I). The ground rent will be revalued on April 30, 2020, and on the 30th, 40th, 50th and 60th anniversary of closing. The revalued ground rent will equal the greater of (i) 1.03 times the previous year’s ground rent or (ii) 7.0% of the FMV of the land as vacant, unimproved, and unencumbered. Fixed Purchase Price: In each of the rent reset years, Ground Lessee has the option to purchase the fee interest in the Property for a price equal to an amount which would provide SLG/GKK with a predetermined unlevered IRR since inception, based on the original valuation of the fee interest of $317.0 million. With an initial target unlevered IRR of 7.47%, the fixed purchase price on April 30, 2020 is $520.7 million. The target IRR increases to 7.67% on the 30th anniversary of closing, 7.92% on the 40th anniversary, 8.17% on the 50th anniversary, 8.42% on the 60th anniversary and 8.67% on the 70th anniversary. Financing. Goldman Sachs has a $267.65 million first mortgage on the fee interest of the Property. The Mortgage pays interest at a 6.260% fixed-rate, is interest-only, and matures in July 2017.

INVESTMENT PROFILE
GKK is offering the Investment for a total purchase price of $153.0 million. Net of the Mortgage, the purchaser’s initial equity would be approximately $32.6 million. The projected yields to the purchaser are as follows (assumptions and analysis found in Exhibit II): - Refinance and Hold Scenario Levered IRR: 9.9% Sale upon Debt Maturity Scenario Levered IRR 9.9%
*Hold Scenario assumes that the Ground Lessee exercises the purchase option on April 30, 2020.

885 Third Avenue Fee Interest Acquisition EXHIBIT I: RENT SCHEDULE FROM COMMENCEMENT THROUGH 1ST REVALUATION
Annual Ground Rent $11,095,000 $15,850,000 $16,246,250 $16,652,406 $17,068,716 $17,495,434 $17,932,820 $18,381,141 $18,840,669

Year 1-5 6 7 8 9 10 11 12 13

* Note that this reflects the entire ground rent due to 100% of the fee holders. GKK’s interest is entitled to 45% of these cashflows.

885 Third Avenue Fee Interest Acquisition EXHIBIT II: CASHFLOW SUMMARY & RETURN CALCULATION
SCENARIO 1: REFINANCE AND HOLD BASIS CALCULATION Amount Purchase Price $153,000 Less Mortgage ($120,443) Equity Requirement $32,558 CURRENT FINANCING TERMS Principal Amount $120,443 606,958 Rate 6.26% Jul-17 Maturity REFINANCING TERMS Refinance Year Forward Libor Rate (in 2017) Swap Spread Refi Proceeds % of Residual Refinance Proceeds

PSF $560 ($441) $119

2017 5.19% 0.65% 75% $175,735

Year Year Beginning Calendar Year Property Cashflows Ground Rent & Sales Proceeds Unlevered Cash Yield Debt Payments Net Cashflow

1 Jul-08 2009

2 Jul-09 2010

CASHFLOW THROUGH FIRST PURCHASE OPTION 3 4 5 6 7 Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 2011 2012 2013 2014 2015

8 Jul-15 2016

9 Jul-16 2017

10 Jul-17 2018

11 Jul-18 2019

12 Jul-19 2020

4,993 3.3% (7,644) (2,652)

4,993 3.3% (7,644) (2,652)

4,993 3.3% (7,644) (2,652)

6,419 4.2% (7,644) (1,225)

7,251 4.7% (7,644) (393)

7,433 4.9% (7,644) (212)

7,618 5.0% (7,644) (26)

7,809 5.1% (7,644) 165

8,004 5.2% 46,100 54,104

8,204 5.4% (10,405) (2,201)

8,409 5.5% (10,405) (1,996)

237,139 155.0% (179,203) 57,936

Levered IRR

9.9%

SCENARIO 2: SALE IN 2017 BASIS CALCULATION Amount Purchase Price $153,000 Less Mortgage ($120,443) Equity Requirement $32,558 CURRENT FINANCING TERMS Principal Amount $120,443 606,958 Rate 6.26% Jul-17 Maturity EXIT ASSUMPTIONS Sale Year 2017 Sale Price * $476,000 * Based on Manhattan land sale comparables; for 100% of fee interest

PSF $560 ($441) $119

Year Calendar Year Property Cashflows Ground Rent & Sales Proceeds Unlevered Cash Yield Debt Payments Net Cashflow

1 2009

CASHFLOW THROUGH SALE IN 2017 2 3 4 5 2010 2011 2012 2013

6 2014

7 2015

8 2016

9 2017

4,993 3.3% (7,644) (2,652)

4,993 3.3% (7,644) (2,652)

4,993 3.3% (7,644) (2,652)

6,419 4.2% (7,644) (1,225)

7,251 4.7% (7,644) (393)

7,433 4.9% (7,644) (212)

7,618 5.0% (7,644) (26)

7,809 5.1% (7,644) 165

222,204 145.2% (128,087) 94,117

Levered IRR

9.9%