You have finally arrived! Congratulations! After leaving college, you have gone on to a successful business career, and now, after 10 years of waiting, you have succeeded your mother as the head of your family's trust fund. Your grandfather and his two brothers' estates created this trust fourteen years ago, when they distributed the family's assets into trusts for each branch of the family. It is now day 1 of Year 1. Stocks YPF SA ADR Oil Trading Partnership $ BB&T Bank SCS Trucking Subtotal Equities $ Current Trust Portfolio Value P/E Div. Yield 2,000,000 6.00 x 13.62% 15,000,000 12.43 x 3.35% 10,500,000 NA 0% 27,500,000 2.82% Cashflow $ 272,400 502,500 Bid $19.00 $33.59 $11.52 Ask $20.00 $34.00 $11.97 $ 774,900 $ Bonds Citigroup 5 Year 5% Bonds 10 Year 6.5% Treasuries 5 Year Zero Coupon Treasury Strips Cash Subtotal Bonds Cashflow $ 500,000 1,560,000 Value 9,000,000 $ 25,000,000 5,350,000 2,150,000 41,500,000 $ Face Amt 10,000,000 24,000,000 6,000,000 2,150,000 42,150,000 YTM 7.47% 4.48% 4.63% 1.25% Bid 90.00 104.17 89.17 Ask 90.50 104.35 89.30 26,875 2,086,875 $ $ Note Receivable Value Face Amt Interest Cashflow Notes Est max CF assuming no incremental participation Regency Convertible Mortgage TBD 70,000,000 8.00% $ 5,600,000 Marketable Securities: The trust has a portfolio of $70 million in stocks and bonds in primarily thinly-traded securities (shown above) which currently yield about 4% per annum. Convertible Mortgage Note: The main asset is a $70 million participating convertible mortgage ("Convertible Note) in a retail property by the name of Regency Mall ("Regency"), the only regional mall in Pueblecito, a metro area of 200,000 people. Twenty-three years ago, your grandfather made his name in the local real estate community developing the Regency. The subject property is a 3-anchor, 450,000-leasable square foot mall with outparcels of a tire store and three restaurants. Each anchor is 100,000 square feet and there is 150,000 square feet of in- line space. At the time the note was written, the property was valued at an 8% cap rate. Your grandfather structured a convertible participating mortgage that would give the trust a claim on 60% of the equity. As of eight years ago, the property had appreciated greatly in price and it seemed Grandpa had made a good deal. Notably, since then, a Walmart Supercenter opened in the market and Cap rates on solid stabilized regional malls in comparable cities are 8.5-10.0%. The details of the Convertible Note are as follows: o The note pays 8% per annum. o The note is a non-amortizing mortgage due at the end of Year 6. The note is convertible into 60% of the equity ownership of the property at the start of Year 3. o If Regency's NOI (after a normal capital expenditure reserve) exceeds $10 million, the note receives 10% of the incremental Nol over $10 million. o The note is the only debt on the Regency and is a secured first mortgage which prohibits any debt or preferred equity to be placed on the property without your approval. o Eight years ago, the Regency was appraised at a value of $100 million, with an NOI of $9 million (after cap ex reserves). o At the end of last year, the Regency's NOI had declined to $7 million (after cap ex reserves) and the Regency was appraised at $65 million. o During Year 2, 40% of all leases will expire, with a further 20% expiring in Year 3, and 10% in Year 4. Bank Loan: . When your grandfather died, your mother decided to diversify the family's portfolio into stocks and bonds. To do so, she arranged a $50 million loan for the trust with the local bank, secured by the trust's Convertible Note on the Regency Mall. o The bank loan is interest-only, matures at the end of Year 2, and bears a 9% interest rate. This bank loan contains a provision that if the appraised value of Regency Mall is less than 120% of the loan, the loan can be called at any time by the bank. In addition, the bank loan forbids any other debt being taken on by the trust so long as the loan is outstanding. The loan also has a sweep provision that allows the bank to take all trust cash inflows until the bank loan obligations are satisfied. Market Information The 3-month LIBOR is 2.25%, the 5-year LIBOR is 4.5%, the 10-year LIBOR is 6.0%, and the 30-year LIBOR is 7.0%. Floating rate mortgage spreads are between 80-125 bps. Short-term interest rates are expected to rise over the next few years as they are historically low. Having spoken with Billybob Clinton, your hometown banker, he tells you that it is unlikely that you will be able to get financing with terms similar to your $50 million loan. He notes that currently, first mortgages require a Debt Service Coverage Ratio of at least 1.2x and a Loan-to-Value of roughly 70%, though you may be able to go beyond this. Two years ago, a new 220,000-square foot Walmart Supercenter opened about 2 miles away from the subject property. The area approaching the Walmart is surrounded by several freestanding restaurants, a Best Buy, and a Bed Bath and Beyond. The Market occupancy rates: o The market occupancy for class A retail is 92%, with a total of 600,000 square feet of class A space . The market occupancy for class B retail is 86%, with a total of 1,300,000 square feet of class B space The market occupancy for class C retail is 78% with roughly 1,000,000 square feet of class C space There are no other regional malls in Pueblecito. Market occupancy is expected to remain stable over the next 5 years. Pueblecito's residential communities will probably not grow materially in the next 5 years. The Trustees The principal beneficiaries of the trust are your mother (50%), your sister (25%) and yourself (25%). The beneficiaries are accustomed to total annual distributions from the trust of approximately $2-3 million to cover their living expenses. The Proposal Regency's owners have approached you with concern that market conditions for Regency continue to weaken. They believe that they will be able to successfully re-lease their space as leases expire over the next few years, although at lower rents and greater concessions. The historical and their projected NOI and Tis/commissions are: Regency Mall Historical and Projected NOI, Tls and LCs Year NOI Tls/Commissions 6 Years Ago 5 Years Ago 4 Years Ago 3 Years Ago 2 Years Ago Last Year This Year / Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 $9,200,000 $9,300,000 $9,600,000 $9,800,000 $9,700,000 $7,000,000 $6,800,000 $4,000,000 $5,000,000 $5,800,000 $6,000,000 $6,500,000 $ $500,000 $200,000 $300,000 $400,000 $100,000 $200,000 $500,000 $3,000,000 $2,000,000 $500,000 $200,000 $200,000 * Post-cap ex reserves, but pre TI and LC reserves Required Required So, are you still glad to be the head of the family trust? After leaving school you have had a successful business career but have no further real estate experience beyond having taken a real estate finance class a long time ago. You must write a business memo to your fellow trustees (the long-time family minister; the family lawyer; the President of the local bank who made the loan to the trust; your 28-year-old sister for whom the trust is her primary source of income; and your retired Mother) on how you recommend the trust proceed. You have finally arrived! Congratulations! After leaving college, you have gone on to a successful business career, and now, after 10 years of waiting, you have succeeded your mother as the head of your family's trust fund. Your grandfather and his two brothers' estates created this trust fourteen years ago, when they distributed the family's assets into trusts for each branch of the family. It is now day 1 of Year 1. Stocks YPF SA ADR Oil Trading Partnership $ BB&T Bank SCS Trucking Subtotal Equities $ Current Trust Portfolio Value P/E Div. Yield 2,000,000 6.00 x 13.62% 15,000,000 12.43 x 3.35% 10,500,000 NA 0% 27,500,000 2.82% Cashflow $ 272,400 502,500 Bid $19.00 $33.59 $11.52 Ask $20.00 $34.00 $11.97 $ 774,900 $ Bonds Citigroup 5 Year 5% Bonds 10 Year 6.5% Treasuries 5 Year Zero Coupon Treasury Strips Cash Subtotal Bonds Cashflow $ 500,000 1,560,000 Value 9,000,000 $ 25,000,000 5,350,000 2,150,000 41,500,000 $ Face Amt 10,000,000 24,000,000 6,000,000 2,150,000 42,150,000 YTM 7.47% 4.48% 4.63% 1.25% Bid 90.00 104.17 89.17 Ask 90.50 104.35 89.30 26,875 2,086,875 $ $ Note Receivable Value Face Amt Interest Cashflow Notes Est max CF assuming no incremental participation Regency Convertible Mortgage TBD 70,000,000 8.00% $ 5,600,000 Marketable Securities: The trust has a portfolio of $70 million in stocks and bonds in primarily thinly-traded securities (shown above) which currently yield about 4% per annum. Convertible Mortgage Note: The main asset is a $70 million participating convertible mortgage ("Convertible Note) in a retail property by the name of Regency Mall ("Regency"), the only regional mall in Pueblecito, a metro area of 200,000 people. Twenty-three years ago, your grandfather made his name in the local real estate community developing the Regency. The subject property is a 3-anchor, 450,000-leasable square foot mall with outparcels of a tire store and three restaurants. Each anchor is 100,000 square feet and there is 150,000 square feet of in- line space. At the time the note was written, the property was valued at an 8% cap rate. Your grandfather structured a convertible participating mortgage that would give the trust a claim on 60% of the equity. As of eight years ago, the property had appreciated greatly in price and it seemed Grandpa had made a good deal. Notably, since then, a Walmart Supercenter opened in the market and Cap rates on solid stabilized regional malls in comparable cities are 8.5-10.0%. The details of the Convertible Note are as follows: o The note pays 8% per annum. o The note is a non-amortizing mortgage due at the end of Year 6. The note is convertible into 60% of the equity ownership of the property at the start of Year 3. o If Regency's NOI (after a normal capital expenditure reserve) exceeds $10 million, the note receives 10% of the incremental Nol over $10 million. o The note is the only debt on the Regency and is a secured first mortgage which prohibits any debt or preferred equity to be placed on the property without your approval. o Eight years ago, the Regency was appraised at a value of $100 million, with an NOI of $9 million (after cap ex reserves). o At the end of last year, the Regency's NOI had declined to $7 million (after cap ex reserves) and the Regency was appraised at $65 million. o During Year 2, 40% of all leases will expire, with a further 20% expiring in Year 3, and 10% in Year 4. Bank Loan: . When your grandfather died, your mother decided to diversify the family's portfolio into stocks and bonds. To do so, she arranged a $50 million loan for the trust with the local bank, secured by the trust's Convertible Note on the Regency Mall. o The bank loan is interest-only, matures at the end of Year 2, and bears a 9% interest rate. This bank loan contains a provision that if the appraised value of Regency Mall is less than 120% of the loan, the loan can be called at any time by the bank. In addition, the bank loan forbids any other debt being taken on by the trust so long as the loan is outstanding. The loan also has a sweep provision that allows the bank to take all trust cash inflows until the bank loan obligations are satisfied. Market Information The 3-month LIBOR is 2.25%, the 5-year LIBOR is 4.5%, the 10-year LIBOR is 6.0%, and the 30-year LIBOR is 7.0%. Floating rate mortgage spreads are between 80-125 bps. Short-term interest rates are expected to rise over the next few years as they are historically low. Having spoken with Billybob Clinton, your hometown banker, he tells you that it is unlikely that you will be able to get financing with terms similar to your $50 million loan. He notes that currently, first mortgages require a Debt Service Coverage Ratio of at least 1.2x and a Loan-to-Value of roughly 70%, though you may be able to go beyond this. Two years ago, a new 220,000-square foot Walmart Supercenter opened about 2 miles away from the subject property. The area approaching the Walmart is surrounded by several freestanding restaurants, a Best Buy, and a Bed Bath and Beyond. The Market occupancy rates: o The market occupancy for class A retail is 92%, with a total of 600,000 square feet of class A space . The market occupancy for class B retail is 86%, with a total of 1,300,000 square feet of class B space The market occupancy for class C retail is 78% with roughly 1,000,000 square feet of class C space There are no other regional malls in Pueblecito. Market occupancy is expected to remain stable over the next 5 years. Pueblecito's residential communities will probably not grow materially in the next 5 years. The Trustees The principal beneficiaries of the trust are your mother (50%), your sister (25%) and yourself (25%). The beneficiaries are accustomed to total annual distributions from the trust of approximately $2-3 million to cover their living expenses. The Proposal Regency's owners have approached you with concern that market conditions for Regency continue to weaken. They believe that they will be able to successfully re-lease their space as leases expire over the next few years, although at lower rents and greater concessions. The historical and their projected NOI and Tis/commissions are: Regency Mall Historical and Projected NOI, Tls and LCs Year NOI Tls/Commissions 6 Years Ago 5 Years Ago 4 Years Ago 3 Years Ago 2 Years Ago Last Year This Year / Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 $9,200,000 $9,300,000 $9,600,000 $9,800,000 $9,700,000 $7,000,000 $6,800,000 $4,000,000 $5,000,000 $5,800,000 $6,000,000 $6,500,000 $ $500,000 $200,000 $300,000 $400,000 $100,000 $200,000 $500,000 $3,000,000 $2,000,000 $500,000 $200,000 $200,000 * Post-cap ex reserves, but pre TI and LC reserves Required Required So, are you still glad to be the head of the family trust? After leaving school you have had a successful business career but have no further real estate experience beyond having taken a real estate finance class a long time ago. You must write a business memo to your fellow trustees (the long-time family minister; the family lawyer; the President of the local bank who made the loan to the trust; your 28-year-old sister for whom the trust is her primary source of income; and your retired Mother) on how you recommend the trust proceed