Notice Concerning Acquisition of Property (the b roppongi)

Transcription

1 For Translation Purposes Only For Immediate Release April 30, 2014 United Urban Investment Corporation Hitoshi Murakami Executive Officer (Securities Code: 8960) Asset Management Company: Japan REIT Advisors Co., Ltd. Ikuo Yoshida President and CEO Inquiries: Kenichi Natsume Chief Financial Officer TEL: Notice Concerning Acquisition of Property (the b roppongi) United Urban Investment Corporation ( United Urban ) hereby announces that Japan REIT Advisors Co., Ltd. ( JRA ), the asset management company to which United Urban entrusts asset management services, has decided to acquire a property as set forth below on April 30, Acquisition of the Property United Urban will acquire trust beneficial interests in the following real estate (the Asset to be Acquired ). Property Number Type of Use Property Name C9 Hotel the b roppongi (Note 1) Location Minato-ku, Tokyo Scheduled Acquisition Price (Note 2) 3,500 million Estimated NOI Yield (Note 3) Estimated Post- Depreciation Yield (Note 4) 4.9% 4.1% Scheduled Acquisition Date May 1, 2014 (Notes) 1. The Asset to be Acquired is a trust beneficial interest in real estate with assets in trust which comprises (i) the land (the Land ) on which the buildings of the b roppongi and 399 Building are located and (ii) the building of the b roppongi (including its attached building). The building of 399 Building does not constitute the asset in trust of the Asset to be Acquired. Moreover, the site of the 399 Building (the 399 Building Site ) is a portion of the Land (measured area: 49.43m 2 ) which straddles on each of the three portion which composes the Land. 2. The prices are shown in the amount excluding acquisition costs, property taxes, city planning taxes and consumption taxes and other costs. 3. Estimated NOI Yield indicates the value arrived at when the result of dividing the Estimated NOI (yearly) by the scheduled acquisition price is expressed as a percentage and rounded to first decimal place. NOI (Net Operating Income) means the figure equal to an amount subtracting the rental expenses (excluding depreciation and amortization) from the rental revenues. Estimated NOI (yearly) means an estimated figure for 1 year from the acquisition by United Urban, which is calculated based on the terms and conditions of leasing after the acquisition by United Urban. 4. Estimated Post-Depreciation Yield indicates the value arrived at when the result of dividing (i) an amount deducting Estimated Depreciation and Amortization from Estimated NOI (yearly) by (ii) the scheduled acquisition price is expressed as a percentage and rounded to first decimal place. Estimated Depreciation and Amortization means the estimated figure of the depreciation and amortization for 1 year after the acquisition by United Urban, which is calculated under the straight-line method by applying the depreciation ratio to be derived for each depreciable asset of the Asset to be Acquired in accordance with the useful life thereof, based on the accounting policy of United Urban. 2. Details of Acquisition (1) Reason for Acquisition In accordance with the basic asset-management policy and its investment approach prescribed in its Articles of Incorporation, United Urban will acquire the Asset to be Acquired for the purpose of further expanding its portfolio of hotel properties in the 6 Central Wards of Tokyo. In making the decision to acquire the Asset to be Acquired, the following aspects were especially appreciated. 1

2 1. Location The property (the Property ) with regard to the Asset to be Acquired is located within a one-minute walk from Roppongi Station on the Tokyo Metro Hibiya Line and Toei Subway Oedo Line. The Property offers convenient access to major areas in Tokyo, making it a suitable place for both business and sightseeing. The Roppongi area, which is where the Property is located and known as one of the major downtown areas in Tokyo, has been changing into an area where concentration of office buildings, retail properties, and cultural facilities are observed, particularly since the completion of Roppongi Hills and Tokyo Midtown in recent years. We appreciate the rarity of the location of the Property as (i) Roppongi is an area where a stable accommodation demand from both domestic and overseas customers is anticipated, while (ii) the number of hotels in the area are relatively small and (iii) the supply of new hotels are limited in the immediate future. Moreover, we anticipate an improvement in earnings capability in the future as an increasing demand for accommodation is expected toward the Tokyo Olympic Games to be held in Building The Property is a hotel which was built in 2001, and has been operated as the b roppongi of the Ishin Hotels Group. The first basement floor and the first floor of the Property have been used as stores, and the second through the ninth floors are used as hotel guest rooms (76 guest rooms). The second floor of the Property was originally built as a store floor, but after the extension work carried out in 2004, it has been used as a hotel guest floor. 3. Tenants, etc. The building of the Property has been operated as a hotel by K.K. Ishin Minato Roppongi Operations, a hotel operator (the Hotel Operator ) who leases the Property in its entirety from the trustee of the Property. The store portions on the first basement floor and the first floor of the Property have been subleased to restaurant tenants from the Hotel Operator, and the restaurant on the first floor offers breakfast to hotel guests. After the acquisition, United Urban will replace the Hotel Operator and lease the Property in its entirety from the trustee of the Property. Then, regarding the hotel portion and the first floor of the Property, United Urban will conclude a long term (10 years) fixed term lease agreement with the Hotel Operator. As for the store portion, the store on the first floor will be subleased to the restaurant tenant from the Hotel Operator, while the store on the first basement floor will be subleased to each restaurant tenant from United Urban. (2) The 399 Building and the 399 Building Site The 399 Building is an old building, the ownership of which was registered in July 1954 (the owner of the 399 Building is the Hotel Operator (the 399 Building Owner )). The existence of its building inspection certificate has not been confirmed. Its compliance with the Building Standards Act, Fire Service Act, and other laws and regulations, has not been confirmed, either. Based on an understanding that leaving such a building on the Land is a problem from the view point of management, United Urban agreed with the 399 Building Owner to demolish the 399 Building promptly after the 399 Building Owner gets back the 399 Building from the lessee. Moreover, the fixed-term lease agreement with regard to the 399 Building concluded between the 399 Building Owner and the lease will be terminated as of today. As has been described above, the Asset to be Acquired is a trust beneficial interest in real estate with assets in trust which comprises the Land and the building of the b roppongi (including its attached building). The 399 Building does not constitute the asset in trust of the Asset to be Acquired. After the acquisition of the Property, the 399 Building will be managed by the 399 Building Owner on its responsibility, and, as described above, will be managed by the 399 Building Owner and will be demolished promptly, but it will stand on the Land for a certain period of time after the acquisition of the Asset to be Acquired by United Urban. As of today, a normal land lease agreement has been concluded between the 399 Building Owner and the trustee of the Property, with regard to the 399 Building Site. Upon acquisition of the Asset to be Acquired by United Urban, the leasehold rights under such normal land lease agreement will expire. The 399 Building Owner and the trustee of the Property will conclude a temporary-use land lease agreement with regard to the 399 Building Site, primarily for the purpose of demolishing the 399 Building. United Urban will bear the cost of demolishment (although the cost is yet to be determined, we estimate it at approximately 5 million yen). The rationale behind this is as follows; we made comparison between the two cases which are (i) United Urban acquires the Asset to be Acquired on the scheduled acquisition date by baring the cost of demolishment, and (ii) United Urban acquires the Property after the 399 Building Owner demolished 2

3 the 399 Building on its cost and responsibility. Considering various factors such as cost of demolishment, problems from the view point of management and portfolio revenue, we have determined that the former is more beneficial to United Urban in that the Asset to be Acquired will make an earlier contribution to portfolio revenue. In the future, United Urban may consider a floor extension work, etc. on the 399 Building Site, but the method for utilization of the 399 Building Site is yet to be determined at this point of time. (3) Summary of Acquisition 1. Asset to be Acquired : Trust beneficial interest in real estate 2. Property Name : the b roppongi 3. Scheduled Acquisition Price : 3,500 million 4. Scheduled Agreement Date : May 1, 2014 (conclusion of the Sale and Purchase Agreement) 5. Scheduled Acquisition Date : May 1, 2014 (transfer of the trust beneficial interest) 6. Seller : Yarigatake G.K. 7. Financing : Cash on hand 8. Date of Payment : May 1, 2014 (scheduled) (4) Outline of the Property Property Name the b roppongi Type of the Property Trust beneficial interest in real estate Trustee Mizuho Trust & Banking Co., Ltd. Period of Trust Agreement From March 23, 2004 to February 28, 2023 Lot number ,19,23 Roppongi, Mitato-ku, Tokyo Location (Note 1) Residential Roppongi, Mitato-ku, Tokyo 1-minute walk from Roppongi Station (Tokyo Metro Hibiya Line and Toei Access Subway Oedo Line) Use (Note 1) Hotel (76 rooms) (attached building: waste collection point) Land m 2 Site Area (Note 1) Building 3, m 2 (attached building: m 2 ) Structure and Scale (Note 1) SRC B2F/9F (attached building: RC) Land: Proprietary Ownership Type of Ownership Building: Proprietary Ownership Completion Date (Note 1) January 2001 Scheduled Acquisition Price 3,500 million Appraisal Value 3,510 million Date of Value Estimate April 1, 2014 Appraisal Agency Appraisal by Japan Real Estate Institute (Appraisal Method) Probable Maximum Loss (PML) 12% Collateral None (Rights, etc.) An easement of access has been created on a portion of the Land for the use of the warehouse put on land adjacent to the east side of the Property, and other purposes. As of today, a normal land lease agreement has been concluded between the 399 Building Owner (the Hotel Operator) and the trustee of the Property, with regard to the 399 Building Site. Upon acquisition of the Asset to be Acquired by United Urban, the leasehold rights under such normal land lease agreement will expire. The 399 Building Owner and the trustee of the Property will conclude a temporary-use land lease Special Notations agreement with regard to the 399 Building Site, primarily for the purpose of demolishing the 399 Building. (Others) As of today, a fixed-term lease agreement has been concluded between the 399 Building Owner (the Hotel Operator) and the lessee of the 399 Building, with regard to the 399 Building. As the fixed-term lease agreement is scheduled to be terminated as of today, the 399 Building will be demolished by the 399 Building Owner, promptly after the acquisition of the Asset to be Acquired by United Urban. The 399 Building is an old building, the ownership of which was 3

4 Total Number of Tenants 2 Security Deposit 11,387 thousand Total Rental Revenues (yearly) (Note3) 192,912 thousand Total Leasable Floor Space (Note4) registered in July The existence of its building inspection certificate has not been confirmed. Its compliance with the Building Standards Act, Fire Service Act, and other laws and regulations, has not been confirmed, either. Details of Tenant (Note2) 2, m 2 Total Leased Floor Space (Note4) 2, m 2 Occupancy Ratio (Note5) 100.0% Reference Estimated NOI (yearly) (Note6) 171 million Estimated NOI Yield (Note6) 4.9% (Notes) 1. Each piece of information in the Location (Lot number), Use, Site Area, Structure and Scale and Completion Date is described as it appears on the real estate register. 2. Details of Tenant indicates estimated figures assuming the tenancy condition after acquisition by United Urban. 3. Total Rental Revenues (yearly) shows the amount of fixed portion of monthly rent (rental revenues and common area charges) multiplied by twelve, plus estimated amount of variable rent and truncated to the nearest thousand yen, based on the estimated building lease agreements after acquisition by United Urban. 4. Total Leasable Floor Space means the total figure of leasable floor space in the space acquired by United Urban, and Total Leased Floor Space is the total figure of space subject to lease, which will be stated in the lease agreement between United Urban and each tenant. 5. Occupancy Ratio means the percentage obtained by dividing Total Leased Floor Space by Total Leasable Floor Space. 6. For the definition of NOI (Net Operating Income) and Estimated NOI (yearly), please refer to Note 3 of 1. Acquisition of the Property above. The estimated occupancy ratio is 100.0%. Owner, Architect, Constructor, Structural Strength Calculator and Building Inspection Agency of the Property (hereinafter collectively, the Building Architects, etc. ) are as set forth below. Building Architects, etc. on the top show those at the time of new construction, while the Building Architects, etc. on the bottom show those at the time of floor extension work. Property No. Owner Architect and Structural Strength Calculator Constructor Building Inspection Agency C9 Cesar Corporation GKK Architects & Engineers Japan Community K.K. Shimizu Corporation Minato-ward, Tokyo K.K. Ishin Narita Holdings M&O Architect Design Consultant K.K. Ono Kogeisha Japan ERI Co., Ltd. Of the Building Architects, etc. above, JAPAN ERI Co., Ltd. is one of the parties who were included in the list of Building Architects, etc. of properties whose structural calculation statements were falsified as announced by the Ministry of Land, Infrastructure, Transport and Tourism as of March 11, However, United Urban has requested a specialized third-party institution to reconfirm the structural calculation statements for acquisition of the Asset to be Acquired, and it has been reported that there is no indication from which United Urban should suspect a problem after confirming the structural safety by comparing each of the members cross-sections of the structural calculation statements and those of structural drawings of this property and, furthermore, by confirming the method of structural calculation and earthquake resisting performance, etc. (5) Seller Profile Company Name Head Office Address Yarigatake G.K Toranomon, Mitato-ku, Tokyo Executive Director: Karasawa General Incorporated Association Administrator: Kiyohiko Ide Capital 300 thousand (As of March 31, 2014) Representative Date of Foundation January 23, 2013 Net Assets Undisclosed (Note) 4

5 Total Assets Undisclosed (Note) Equity Member Undisclosed (Note) 1. Acquisition, holding, disposition of shares and other securities issued by joint-stock corporations 2. Acquisition, holding, and disposition of trust beneficial interest in real estate Principal Business 3. Acquisition, holding, and disposition of real estate 4. Purchase and sale, exchange, holding, leasing, management and usage of real estate 5. Other businesses incidental or relating to the aforementioned items Relationship with United Urban or JRA Capital Ties There are no significant capital ties. Personal Relationship There are no significant personal relationships. Business Relationship There are no significant business relationships. Yarigatake G.K. falls under neither the category of Related Party nor Standing to Related Party the category of Sponsor/Stakeholder. (Note) Figures, etc. are not disclosed due to unavoidable circumstances where the consent for disclosure has not been obtained from the seller. (6) Standing of the Property Owners and Others The Asset to be Acquired will not be acquired from special related parties of United Urban or JRA. (7) Outline of Brokerage 1. Outline of Broker The details of the broker are not disclosed, due to unavoidable circumstances where the consent for the disclosure has not been obtained from the broker. United Urban and JRA have no significant capital ties, personal relationships and business relationships with the broker, and the broker is not a related party of United Urban and JRA. As of today, the broker falls under neither the category of Interested Party nor the category of Sponsor/Stakeholder. 2. Amount and Details of Commission Commission: 105,000 thousand (excluding consumption taxes) (8) Transactions with Interested Party and Sponsor/Shareholder Property Management Company : Marubeni Community Co., Ltd. (Note1) Marubeni Community Co., Ltd. falls under the categories of both the Interested Party and the Sponsor/Stakeholder, and therefore, JRA is abiding by the predetermined limitations and procedures of JRA. (Note1) (Notes) 1. Marubeni Community Co., Ltd. will implement an absorption-type company split to transfer its property management business and related businesses to Marubeni Real Estate Co., Ltd. on June 1, 2014 as the effective date. After such absorption-type company split, the status of Marubeni Community Co., Ltd. as the property management company will be succeeded to Marubeni Real Estate Co., Ltd. 2. With a view to avoiding conflicts of interest, JRA sets forth limitations and procedures for transactions, etc. between United Urban and Sponsor/Stakeholder in its internal rules on transactions (including a brokerage of a sale of an asset to be sold) with Sponsor/Stakeholder, which are called the Investment Committee Rules on Transactions with Sponsor/Stakeholder. The specific limitations set forth include the following: (i) When acquiring assets from Sponsor/Stakeholder, the acquisition price shall be the same as or less than the appraisal value; (ii) When selling assets to Sponsor/Stakeholder, the sale price shall be the same as or more than the appraisal value; and (iii) When Sponsor/Stakeholder is involved in the brokerage, etc. of acquisition or sale of assets with good reason, the commission for the acquisition or sale of assets shall be not more than 3% of the acquisition or sale price. In addition, specific procedures set forth are that, when United Urban and Sponsor/Stakeholder engage in a transaction, etc., the deliberation and resolution of the Investment Committee (the JRA s autonomous body that enters into deliberations and makes decisions on asset management and performs asset management evaluations, etc.), which includes a chairman and an outside expert, shall be required, and that the resolution must be passed by the unanimous agreement of the members of Investment Committee who have voting rights (a member of the Investment Committee who has a special interest in the resolution may not participate in the vote). The agenda of the Investment Committee are to be deliberated at the Compliance Committee, the chairman of which is Chief Compliance Officer who is in charge of compliance duties, and which includes an outside expert, from the view point of the compliance with laws and regulations, guidelines, internal rules, etc. 3. Method of Payment and Acquisition Schedule 5

6 (1) Method of Payment The payment for the Property will be a lump-sum payment upon the delivery of the Property, using cash on hand. (2) Acquisition Schedule The schedule for acquisition of the Asset to be Acquired is as follows. Date of decision of acquisition April 30, 2014 Date of conclusion of sale and purchase agreement of trust beneficial interest Date of transfer of trust beneficial interest May 1, 2014 Date of payment 4. Outlook of Operating Condition United Urban does not make any changes to the forecasts of financial results for the twenty-first fiscal period (period ending May 31, 2014) and the twenty-second fiscal period (period ending November 30, 2014) as the effect of the acquisition of the Asset to be Acquired is immaterial. Attached Materials 1. Summaries of Appraisal Report 2. Summary of Portfolio after Acquisition of Asset to be Acquired, etc. 3. Photo 6

7 Reference Material 1 Appraisal Value Appraisal Agency Summaries of Appraisal Report 3,510,000 thousand Japan Real Estate Institute Date of Value Estimate April 1, 2014 Item Details (thousand of yen, unless Grounds otherwise indicated) Income approach price 3,510,000 - Price by Direct Capitalization Method 3,560,000 - (1) Total profit (Effective total profit: ) 208,703 - For the hotel portion, recorded the rental income on 1. Potential total profit medium to long term perspective, taking into account the standard income level of hotel business of the lessee, (rental revenues, common area 201,755 and, for the store portion, recorded the rental income charges) that can be received stably in the medium to long term based on the current lease agreements. No utility revenues to be received from the lessee of the 2. Utility revenues 0 hotel portion. Utility revenues for the store portion are assumed to be offset by the relevant expenses. Assessed a unit value level of charges that can be received stably over the medium to long term, based on some factors such as the average charges under the 3. Parking revenues 4,308 current lease agreement and the level of charges in case a new renting of parking lot is assumed to take place; and recorded parking revenues as calculated based on the unit value level thus assumed. 4. Other revenues 2,640 Usage fee for antenna and other charges were recorded as other revenues. 5. Losses from vacancies 0 Losses from vacancies are not recorded for the hotel portion, as the anticipated type of lease is a lease of the entire building. Losses from vacancies are not recorded for the store portion in view of the current lease agreements, etc. 6. Bad debt losses 0 Judged that no bad debt losses need to be recorded in view of the circumstances, etc. of lessees. (2) Total expenses ( ) 26, Administrative and maintenance fees 8. Utilities 0 9. Repairs Property and other tax 23, Property Management Fee 2, Advertising expenses for tenants, etc. 0 0 Administrative and maintenance fees for the hotel portion are not recorded on the assumption that the day-to-day management will be done by the lessee. Administrative and maintenance fees for the store portion are not recorded in view of the current relevant agreements, etc. Utilities are not recorded for the hotel portion as the expenses will be shouldered by the lessees as set forth in the lease agreement. Utilities are not recorded for the store portion as they are assumed to be offset by the utility revenues. Expenses for repairs for the hotel portion are not recorded on the assumption that the day-to-day repair will be done by the lessee. Expenses for repairs for the store portion are not recorded in view of the current relevant agreements, etc. Assessed based on the amount of tax base for fiscal This is a consignment fee payable to the outsourcee in charge of the overall control of the tenant management service including that for the hotel portion, and building management service, etc. In order to assess property management fee, recorded such fee in reference to the fee rate under the terms and conditions set forth in the agreement to be concluded, by taking into account the fee rates for similar real estates and the individualities, etc. of the subject property. Advertising expenses for tenants, etc. for the hotel portion are not recorded as the term of the anticipated 7

8 lease agreement is relatively long term. Advertising expenses for tenants, etc. for the store portion are not recorded in view of the lease term, and the nature of the tenants, etc. 13. Casualty insurance 122 Recorded casualty insurance fee by taking into account insurance costs indicated on the insurance policy to be purchased, and the rate, etc. of insurance costs of buildings similar to the subject building. 14. Other expenses 0 No other expenses to be recorded. (3) Net operating income (NOI: (1)-(2) ) 182,428 - Based on the amount of stable medium to long term lease deposit calculated based on the required (4) Operating profit of lump-sum money 222 number-of-month-equivalent lease deposits for the current lease terms; and calculated an operating profit of lump-sum money for the store portion by multiplying the assumed amount of stable medium to long term lease deposits as adjusted for the occupancy ratio by an investment yield. Moreover, we assessed 2.0% as being the appropriate investment yield from the perspective of fund management during the period of deposit, by taking into account the level of interest rate, etc. of both sides of investment and procurement. The operating profit of lump-sum money for the hotel portion are not recorded as there are no security deposit (5) Capital expenditures (including routine repairs) 8,345 (6) FF&E Reserve 6,940 (7) Net cash flow (NCF: (3)+(4)-(5)-(6)) (8) Cap rate 4.7% for the hotel.. Renewal costs required for maintenance of the building to be recognized assuming that a projected average amount will be set aside every fiscal period, although the actual costs will arise on an irregular basis; and assessed capital expenditures, taking into account the level of capital expenditure for similar real estates, the age, and the annual average amount of repair and renewal costs set forth in the relevant engineering report. FF&E reserve required for maintenance of the FF&E (furniture, fixture and equipment) to be recognized assuming that a projected average amount will be set aside every fiscal period, although the actual costs will arise on an irregular basis; and assessed FF&E reserve, taking into account the level of FF&E reserve for similar real estates, in reference to the plan for maintenance and renewal. 167,365 - Assessed based on a real-estate investment yield set for each area, by adjusting it with the spreads arising from conditions of location, standing of the building and other conditions for the subject property and by taking into account any future uncertainties and yields from similar real estate deals, etc. Price by Discounted Cash Flow method 3,450,000 - Discount rate 4.5% - Terminal cap rate 4.9% - Cost approach price 3,380,000 Land ratio: 84.1%, Building ratio: 15.9% (Furniture, fixture and equipment are included in the building portion) 8

9 Reference Material 2 Summary of Portfolio As of May 1, 2014 (scheduled) [Distribution by Type of Use] (scheduled) Acquisition Price Type of Use Number of Properties (Note 1) Amount (Millions of yen) Ratio (Note 2) Retail Property , % Office Building , % Hotel 10 63, % Residence 22 37, % Others 4 14, % Total , % [Distribution by Geographical Location] (scheduled) Acquisition Price Location (Note 3) Number of Properties Amount (Millions of yen) Ratio (Note 2) 6 Central Wards of Tokyo , % 23 Wards of Tokyo 12 50, % Tokyo Metropolitan Area , % Other Regions , % Total , % Notes 1. Each of maricom-isogo / SYSTEM PLAZA YOKOHAMA (Site), a retail property/office building complex and Shin-Osaka Central Tower, an office building/hotel complex has been counted as one property for each type of use, while counted as one property in the total column, respectively. Therefore, the number of properties of each type does not add up to the total. 2. Figures have been rounded to the nearest unit. 3. The definition of geographical location is as set forth below. Tokyo Metropolitan Area (Note a) Other Regions (Note b) 6 Central Wards of Tokyo 23 Wards of Tokyo Tokyo Metropolitan Area Major Japanese cities including Chiyoda-ku, Minato-ku, government designated cities Chuo-ku, Shinjuku-ku, 23 wards of Tokyo except Tokyo Metropolitan Area (excluding those in Tokyo Shibuya-ku, and for 6 Central Wards of excluding 23 wards of Metropolitan Area) and the Shinagawa-ku Tokyo Tokyo surrounding areas thereof Notes a. Tokyo Metropolitan Area refers to Tokyo as well as Kanagawa, Chiba, Saitama, Ibaraki, Gunma, Tochigi and Yamanashi prefectures. b. Including Osaka Prefecture, Nagoya, Fukuoka and other cities. 4. Properties to be acquired contained in the above charts are as follows; Type of Use Location Property Name Scheduled Acquisition Date 6 Central Wards Hotel of Tokyo 6 Central Wards Others of Tokyo 5. The latest information about United Urban s portfolio is disclosed on United Urban s website. Scheduled Acquisition Price Amount (Millions of yen) Ratio the b roppongi May 1, , % THE PLACE of TOKYO May 1, , % 9

10 Reference Material 3 Photo 10