For Immediate Release

Transcription

1 For Immediate Release ORIX JREIT Announces Property Acquisition TAKANAWA DUPLEX C s REIT Issuer: ORIX JREIT Inc. (TSE: 8954) Teruo Ozaki Executive Director Asset Management Company: ORIX Asset Management Corporation Yoshitaka Kamemoto President and CEO Inquiries: Junko Kanazawa Director, Corporate Senior Vice President TEL: TOKYO, June 17, 2016 ORIX JREIT Inc. ( OJR ) announced that our asset management company, ORIX Asset Management Corporation ( OAM ), passed a resolution on the property acquisition as described below. 1. Summary of Property to be acquired Property Type Area (Note 2) Seller (Note 3) Acquisition Price (million yen) Appraisal Value (million yen) NOI Yield (%) (Note 4) Yield after Depreciation (%) (Note 5) TAKANAWA DUPLEX C s Others (Serviced Apartment) 6 Central Tokyo Wards Sponsor 2,830 2, Existing Portfolio (Note 6) Notes: 1. Property refers to the property indicated above Central Tokyo Wards refers to Chiyoda, Chuo, Minato, Shinjuku, Shibuya and Shinagawa wards. 3. As to the Seller, Sponsor indicates ORIX Group. ORIX Group refers to ORIX Corporation and its group companies. 4. The "NOI Yield of Property is calculated by using the formula: Net Revenue in the direct capitalization method recorded in the appraisal reports at the time of decision to acquire / Acquisition price; the figures are rounded to the first decimal place. 5. The "Yield after Depreciation of Property is calculated by using the formula: ( Net revenue in the direct capitalization method recorded in the appraisal reports at the time of decision to acquire estimated depreciation assumed by OAM) / Scheduled acquisition price; the figures are rounded to the first decimal place. 6. Existing Portfolio refers to the properties owned as of February 29, 2016 added by three properties (ORIX Yodoyabashi Bldg., Hamamatsu ACT Tower and SAPPORO BRICK CUBE) acquired in/after the 29 th fiscal period ending August 31, NOI Yield and Yield after Depreciation of existing portfolio are calculated based on the annualized actual figures for properties owned as of February 29, 2016 and the figures for the three properties acquired in/after the 29 th fiscal period ending August 31, 2016 are calculated based on the figures in appraisal reports at the time of acquisition. 1/10

2 2. Purpose of the Acquisition The current Japanese economy is considered to be showing signs of recovery led by fiscal stimulus package and monetary easing supported by the government s economic measures, however risks of downturn is increasing due to the economic slowdown of emerging countries, decline in energy prices and stronger yen. Under such backdrop, competition to acquire properties is intensifying regardless of property types in Japan s real estate trading market, and the expected yield for all property types is continuing to compress. In the leasing market, vacancy rates of offices are declining, and rents are on the rise. These trends are also beginning to spread in regional cities. On the other hand, the timing and scale of full-fledged increase in rents remain difficult to predict in consideration of factors such as differences in the improvement status of rental conditions depending on the individual characteristics of properties. In such real estate market, OJR will utilize its three strengths of i) Diversified REIT, ii) ORIX Synergy (note1) and iii) Operating Expertise to implement an ongoing external growth strategy based on the following investment policy while grasping change of economy flexibly. Invest selectively regardless of property types by utilizing the strength as a diversified REIT, extensive pipelines of the ORIX Group and expertise backed by ORIX Synergy while managing risks. Continue to consider property replacement by grasping the market environment. Based on the above strategy, OJR has decided to acquire a serviced apartment (note2) from the sponsor. The property is located in a high-end residential area in central Tokyo and has a high scarcity value for both usage as a hotel or a rental apartment, and thus is believed to be a property for which OJR can utilize its track record in managing both property types. Under this backdrop, we will aim for the stable growth of unitholder value by leveraging our operational strength to effectively combine our external growth strategy, internal growth strategy and financial strategy. Notes: 1. The ORIX Synergy refers to the cooperative relationship between ORIX Group companies and OJR. 2. Serviced apartment refers to a furnished rental apartment with bedding, room cleaning service, front desk service that is mostly used for short-term residency. General Features of Hotel, Serviced Apartment and Rental Apartment Hotel Serviced Apartment Rental Apartment Contract term On a daily basis On a monthly basis 2 years Key money /security deposit Not necessary Not necessary Necessary Joint guarantor Not necessary Not necessary Necessary Front desk Yes Yes No Furniture Furniture only for Furniture for daily staying nights living No furniture Kitchen No Yes Yes Room cleaning service Yes Yes No Not necessary Utilities payment Not necessary Necessary (included in rent) Note: The above shows typical features. Actual operation of these assets is not limited or bound by those features. 3. Acquisition Summary Property Acquisition price Contract date : June 17, 2016 : Real estate trust beneficiary interest Scheduled acquisition date : June 21, 2016 Current owner and seller : Yugen Kaisha Riz Fund Third Funding method : Cash on hand Payment term : 2,830,000,000 (excluding national and local consumption taxes) : 100% on delivery 2/10

3 4. Summary of Property Specified asset category Trustee Term of trust agreement Scheduled acquisition date June 21, 2016 Acquisition price Appraisal value 2,840,000,000 Date of Appraisal March 1, 2016 Appraiser Address Real estate trust beneficiary interest Mizuho Trust & Banking Co., LTD August 30, 2005 to June 30, 2026 (Scheduled) 2,830,000,000 (excluding national and local consumption taxes) Japan Real Estate Institute Shirokane, Minato-ku, Tokyo Public transit access Approx. 3-minute walk from "Shirokane-Takanawa" Station on Tokyo Metro Namboku Line and Toei Mita Line Registered Area m 2 Land Usage restrictions Semi-industrial zone Type of ownership Lease hold Building Registered usage Residential, Retail Registered completion date August 2005 Type of ownership Fee simple ownership Registered Area 4,404.33m 2 Registered construction Reinforced concrete flat roof, 13 floors Architect KIUCHI construction Co.,Ltd Structural engineer KIUCHI construction Co.,Ltd. first-class Architect Office General contractor KIUCHI construction Co.,Ltd Building inspection agency ehomes Inc. Elevator: 1 Main facilities and specifications Parking: 3 Total number of serviced apartment: 77 rooms Retail space: 1 lot Earthquake resistance (with or without earthquake insurance) Previous owner (beneficiary) Scheduled Property Manager Collateral Special notes PML (Note 1) 7% (without) (Note 1) (based on Sompo Risk Management & Health Care Inc. report) Yugen Kaisha Riz Fund Third DUPLEX Gathering Co., Ltd. None <Arrangements> The property is a building with land leasehold (details of land leasehold: established on July 30, 2004; for solid building ownership; remaining 30 years from the date of establishment). The land rent is not disclosed as the consent of the land owner could not be obtained. Based on the agreement with the land owner, the approval of the land owner (or the payment of a certain amount of money to the land owner) will be required in certain cases, such as the transfer of the land leasehold or the real estate trust beneficiary interest. <Boundary check and cross-border structure> Because the owner of the land of the property has the ownership of the lands on the east side and the south side of the property, the confirmation of the boundaries with the lands has not yet been made. 3/10

4 Special features of the property In addition, the confirmation of the boundary with the waterway on the north side of the property has not yet been made, either. The property is located approx. 3-minute walk from Shirokane-Takanawa Station on Tokyo Metro Namboku Line and Toei Mita Line. Despite being in central Tokyo, the surrounding areas offer a quiet living environment. The property stands close to various business areas in Tokyo, such as the Roppongi/Akasaka area and Shinagawa where many foreign companies are concentrated. It also boasts easy access to airports as there are limousine bus services from/to both Haneda Airport (Tokyo International Airport) and Narita International Airport available nearby. With a commercial facility housing a high-end supermarket, convenience store, drug store, restaurants along with other facilities, the location offers high living convenience for guests staying for short-term as well as long-term, closely situated to Shirokane-Takanawa Station. Serviced apartments are furnished rental apartments that provide hotel-like services such as front desk service, room cleaning and offer a more affordable stay compared to hotels. In times of economic recession, the property can be managed as a rental apartment to seek maintaining stable operation. DUPLEX Gathering Co., Ltd. is the lessee and the serviced apartment operator. Leasing scheme OJR Rent guarantee-type master lease agreement 5 year-term DUPLEX Gathering Co., Ltd. Fixed-term lease agreement 1 month and up Serviced apartment contractor Summary of the Engineering Report Reporting Company The property takes in demand of a broad range of end users including individuals/companies in Japan and abroad. Much of the demand comes from airport-related companies and foreign companies with headquarters located nearby, as well as from European/American /Australian nationals. As the property accommodates various needs by allowing for a stay from as short as one month to over one year, stable operation can be expected. An Italian restaurant is housed on the 1st floor. Tokio Marine & Nichido Risk Consulting Co., Ltd. Date of inspection December 5, 2014 and December 9, 2015 Maintenance Cost 122 million (Total amount of 12 years from the date of inspection) (Note 2) Replacement Cost 957 million Summary of Rental status (as of April 30, 2016) (Note 3) Number of tenants 1 (Note 4) Gross rental income Not-disclosed Note 4) Security deposits Not-disclosed (Note 2) 4/10

5 Total rent space 4,404.33m 2 Total rentable space 4,404.33m 2 Occupancy rate 100% Assumed net operating income (NOI) 142 million per annum (Note2) (Note) The net operating income (NOI) represents the assumed revenue/expenditure balance under stabilized occupancy, based on the terms of the lease contract, etc. at the scheduled acquisition date, but excluding extraordinary factors that may occur during the first year of acquisition. The preconditions are as below; these figures are not what OJR expects for the current fiscal year. 1) Occupancy rate: 100% 2) Taxes: Taxes are calculated on the standard tax amount for fiscal Notes: 1. PML (Probable Maximum Loss) shows the ratio (%) of cost of recovering a building after it is damaged to its state before the damage occurred against replacement cost, when assuming an earthquake that may occur once in 475 years in average in probability statistics (recurrence interval of 475 years). The earthquake risk of a building is evaluated based on the event risk curve that shows the relationship of amount of expected loss (horizontal axis) and probability for the loss to exceed the year (vertical axis). However, the risk curve has variability because loss evaluation comes with uncertainties in earthquake resistance performance of the building, behavior of earthquake vibration, etc. Accordingly, the above PML figures use the risk curve with credibility level of 90%, and are rounded to the nearest whole number. 2. Figures are rounded down to the nearest million yen. 3. A rent guarantee-type master lease agreement has been concluded with DUPLEX Gathering Co., Ltd. and thus the number of tenants is 1. Upon the acquisition, OJR plans to conclude a rent guarantee-type master lease agreement with DUPLEX Gathering Co., Ltd. 4. Information is not disclosed as consent of the tenant could not be obtained. OJR is scheduled to receive both a) rent and b) security deposit for three years after the acquisition of the property. In the fourth year after the acquisition and onward, reserving of security deposit will end and OJR is scheduled to receive the amount equivalent to the concerned b) security deposit as rent on top of a) rent. 5/10

6 Photo and map 6/10

7 5. Profile of Previous Owner/Seller (as of June 8, 2016) Company name Yugen Kaisha Riz Fund Third ( the Company ) Address c/o Tokyo Kyodo Accounting Office Marunouchi, Chiyoda-ku, Tokyo Representative Masato Kaida Primary business Acquisition, holding, disposition, leasing and management of real estate and real estate beneficiary interests Shareholders 3 million Major shareholders - *Not disclosed as the concent of the Company could not be obtained. Net Assets - *Not disclosed as the concent of the Company could not be obtained. Total Assets - *Not disclosed as the concent of the Company could not be obtained. Date of establishment June 23, 2005 Relationships with OJR or its asset management company There is no capital relationship required for reporting between OJR or OAM Capital relationship and the Company. However, ORIX Corporation, the parent company of OAM (a related party of OAM as stipulated in the Investment Trusts Act), has silent partnership investments in the Company. Personal relationships There is no personal relationship required for reporting between OJR or OAM and the Company. Business relationships There is no business relationship required for reporting between OJR or OAM and the Company. The Company does not fall under related party of OJR. Furthemore, ORIX Real Estate Investment Advisors Corporation (a related party of OAM as stipulated Applicability to related in the Investment Trusts Act) is contracted to provide asset management for the parties Company. The Company falls under related party as stipulated in the Affiliated Company Transaction Regulations, which are internal rules of OAM. 6. Information of Previous Ownership Previous owner Owner before previous owner Company name Yugen Kaisha Riz Fund Third Not a party having special relationship of interest Special relationships Refer to Section 5 Profile of Previous involved Owner/Seller above - Background to and reason Acquired for the purpose of for acquisition investment and management - Acquisition date August 30, Acquisition price Omitted, as previous owner held - property for over a year 7. Profile of Intermediary None 8. Transaction with Related-Party Property Acquisition OJR will acquire TAKANAWA DUPLEX C s from Yugen Kaisha Riz Fund Third. For a summary of these related parties, please see 5. Profile of Previous Owner/Seller above. 7/10

8 9. Future Outlook The impact of this property acquisition to OJR s performance will be minimal and there is no change in the earnings and distributions forecast for the 29 th fiscal period (from March 1, 2016 through August 31, 2016) and the 30 th fiscal period (from September 1, 2016 through February 28, 2017). 10. Appraisal Summary Name of property TAKANAWA DUPLEX C s Date of Value Appraisal Value (In thousands of yen) Appraiser Item Content Grounds (In thousands of yen) Capitalization Method 2,840,000 Valuation by the Direct Capitalization 2,840,000 (1) Gross Operating Revenue [(a)-(b)] (a) Effective gross revenue (b) Vacancy loss (2) Operating Expensed Maintenance Expenses Utility Expenses This information is not disclosed as the disclosure of it may Not-disclosed Repair Expenses negatively affect OJR and harm the interests of unitholders. Property Management Fee Tenant Advertisement Cost Tax and Public Dues Casualty Insurance Other Expenses (3) Net Operating Income [(1)-(2)] 142,835 (4)Profit from Managing Security Deposit 1,109 (5)Capital Expenditure 7,781 Grounds: Not-disclosed *The grounds are not disclosed as the disclosure of them may negatively affect OJR and harm the interests of unitholders. Calculated under an assumption that expected expenditure is accumulated every term on average, considering the level of capital expenditure and age of similar properties and an annual average of renewal costs in the engineering report. (6)Net Revenue [(3)+(4)-(5)] 136,163 Calculated by adding or subtracting a spread derived from the competitiveness such as locational, building conditions as well as other conditions of the property to/from the standard yield set by (7)Cap Rate 4.8% the appraiser for each district, also considering future uncertainties and investment yields for transactions of similar properties. DCF Method 2,840,000 Calculated comprehensively considering specific characteristics Discount Rate 4.1% of the property by referring to investment yields for transactions of similar properties. Calculated comprehensively considering future trends of transaction yields, risks in the property as an investment target, Terminal Cap Rate 4.7% general forecasts for economic growth rate and trends in property prices and rents by referring to investment yields for transactions of similar properties. Cost Approach 2,530,000 Ratio of Land 70.4% Ratio of building 29.6% Any special considerations made in the reconciliation of estimated value March 1, ,840,000 Japan Real Estate Institute Determined using the Income Approach Value with the Cost Approach Value used only for reference considering that the Income Approach Value is more convincing because the price determination process is accurately reproduced with respect to earnings. Notes: 1. This is the English translation of original Japanese documents and is provided solely for information purposes. If there are any discrepancies between the translation and the Japanese original, the latter shall prevail. 2. The original Japanese version of this announcement is being distributed today to the Kabuto Club, the Ministry of Land, Infrastructure, Transport and Tourism Press Club, and the Ministry of Land, Infrastructure, Transport and Tourism Construction Specialty Publication Press Club. 8/10

9 Reference Materials Portfolio summary after acquisition of the Property *Property to be acquired Property Acquisition (Note 2) % of Date (Note 1) Price (million yen) Total Acquisition Price Offices 6 Central December 1, 2001 Aoyama Suncrest Building Tokyo Wards February 2, , Round-Cross Ichi-bancho December 1, , Round-Cross Nishi Shinjuku December 1, , DT Gaien December 21, , Nihonbashi East Building December 21, , Yoyogi Forest Building December 21, , Round-Cross Minami Azabu December 21, , Round-Cross Akasaka January 10, , Round-Cross Mita January 10, , Shiba Daimon Building January 10, , Round-Cross Tsukiji January 10, , ORIX Shiba 2-chome Building September 29, , Aoyama 246 Building March 3, , Round-Cross Shinjuku April 28, , Seafort Square Center Building ORIX Akasaka 2-chome Building September 30, 2005 April 28, 2006 June December ,000 21, Logistics Facilities Round-Cross Shinjuku 5-chome April 26, , Nihonbashi Honcho 1-chome Building March , Round-Cross Shibuya March , ORIX Suidobashi Building March , ORIX Shinagawa Building June 27, , ORIX Real Estate Nishi Shinjuku Building March , OX Tamachi Building March 29, , MG Shirokanedai Building November 1, , SHIBUYA PINE Bldg. March 20, , MG Ichigaya Building April 4, , DUPLEX GINZA TOWER 2/11 September 30, , ARK Hills South Tower October 15, , KANDA MATSUNAGACHO BUILDING January 26, , Subtotal 197, Remaining Carrot Tower December 1, , Tokyo Wards Toyo MK Building December 1, , Beside Kiba December 21, , ORIX Ikebukuro Building April 18, , KN Jiyugaoka Plaza May 30, , ORIX Meguro Building July 29, , Akihabara Business Center June 1, , Subtotal 37, Other Parts of Neo City Mitaka December 1, , the Greater Tokyo Area Round-Cross Kawasaki April 27, , Omiya Miyacho Building March , Omiya Shimocho 1-chome Building March 29, , ORE Omiya Building April 15, , Subtotal 21, Other Areas Nagoya Itochu Building September 29, , ORIX Koraibashi Building April 27, , Lunar Sendai June , ORIX Nagoya Nishiki Building September 29, , ORE Sapporo Building October 1, , ORIX Kobe Sannomiya Building September 29, , ORE Nishiki 2-chome Bldg. October 1, , DOJIMA PLAZA BLDG. December 22, , PRIME SQUARE HIROSE-DORI April 1, , Hamamatsu Act Tower April , ORIX Yodoyabashi Bldg. May 2, , SAPPORO BRICK CUBE April 14, , Subtotal 88, Offices Total 344, Other Parts of Toda Logistics Center March , the Greater Tokyo Area Ichikawa Logistics Center September , Iwatsuki Logistics Center October 1, , Subtotal 24, Other Areas Sakai Logistics Center North Building March 30, , Komaki Logistics Center June 30, , Subtotal 12, Logistics Facilities Total 37, /10

10 Property Acquisition Date (Note 1) Price (million yen) Total Acquisition Price Retail 6 Central Nihon Jisho Minami Aoyama Building October 31, , Facilities Tokyo Wards CUBE Daikanyama March 31, , aune Yurakucho April 1, , Cross Avenue Harajuku November 1, , J-ONE SQUARE January 31, , JouLe SHIBUYA April 1, , SO-CAL LINK OMOTESANDO October 1, , Kita Aoyama Building February 1, Subtotal 31, Remaining ORE Ikebukuro September 30, , Tokyo Wards Subtotal 6, Other Parts of aune Kohoku March , the Greater Tokyo Area aune Makuhari March , Maruetsu Sagamino March , CROSS GARDEN KAWASAKI March 29, , Tecc Land Totsuka (Land) April 1, , Clio Fujisawaekimae December 20, , Subtotal 32, Other Areas Kobe Momoyamadai Shopping Center (Land) March , Okayama Kume Retail Facility January , Home Center Musashi Sendai Izumi (Land) January , aune Sapporo Ekimae June , Morioka Minami Shopping Center Sansa July , GRAN MART Tegata November 1, AEON TOWN Sendai-Izumiosawa(Land) November 1, , Cross Mall Shimonoseki-Chofu January 10, , intervillage OH! MAGARI April 1, , Valor Suzuka Shopping Center April 1, , aune Sendai June 20, , Friend Town Fukaebashi (Land) September 30, , KONAMI SPORTS CLUB KORIEN October 30, , Subtotal 34, Retail Facilities Total 105, Residential 6 Central We Will Hatchobori June 1, , Properties Tokyo Wards Shibaura Island Air Tower July 28, , Belle Face Togoshi Statio May , Belle Face Meguro October 19, , Central Crib Roppongi April 1, , Subtotal 21, Remaining Belle Face Kamata June 1, , Tokyo Wards Belle Face Hongo Yumicho June 1, , Belle Face Mishuku March 30, , West Park Tower IKEBUKURO April 1, , Belle Face Higashijujo April 4, , Subtotal 32, Other Parts of R-Styles Musashi-Kosugi October 1, , the Greater Tokyo Area Subtotal 4, Other Areas Belle Face Osaka Shinmachi June 1, , Belle Face Amagasaki June 1, , Belle Face Kanazawa Kohrinbo November 1, , Subtotal 9, Residential Properties Total 68, Others 6 Central Tokyo Wards * TAKANAWA DUPLEX C s June 21, 2016 (scheduled) 2, Subtotal 2, Other Parts of Cross Gate January 10, , the Greater Tokyo Area GOOD TIME LIVING Shin-urayasu September , Subtotal 16, Other Areas VIA INN SHINSAIBASHI BLDG. September 30, , HOTEL KEIHAN SAPPORO September 30, , Richmond Hotel Yamagata Ekimae September 30, , Subtotal 7, Others Total 27, Grand Total 106 properties 582, Notes: 1. Acquisition price above refers to acquisition price (fractions rounded down) specified in the purchase and sales agreement. Consumption taxes are not included in the price. 2. Fractions are rounded to two decimal places for the Percentage of total acquisition price. Totals for the Percentage of total acquisition price may not tally as a result of this rounding. % of (Note 2) 10/10