Strathcona County (Edmonton Area), Alberta Sarnia, Ontario Houston, Texas Information Memorandum Bankruptcy Sale: Distribution Centers in Alberta & Ontario, Canada Commercial Land in Houston, Texas Bid Deadline: August 10 Auction Date: August 15 (Auction Procedures and Dates Subject to Bankruptcy Court Approval)
Disclaimer Lockwood Holdings Inc. and its affiliates ( Debtors ), U.S. Bankruptcy Court Southern District of Texas Case No.18-30197 ( Bankruptcy Court ), has retained Keen-Summit Capital Partners LLC ( Keen ), as its exclusive real estate broker for the sale (the Transaction ) of 182 Turbo Dr., Sherwood Park, Alberta, 499 Gladwish Dr., Sarnia, Ontario, Canada and 66.72 acres at E. Sam Houston Pkwy No., Houston, TX (the Properties ). The sale of the Properties is subject to approval by the Bankruptcy Court. By receiving this Information Memorandum and/or participating in the sale process and/or contacting Debtors and/or Keen, you agree to the following terms and conditions. If you do not agree to these terms and conditions, immediately return this Information Memorandum to Keen and do not participate in the sale. In connection with your request for information ( Information ) related to the Properties and your interest in consummating a Transaction, the Debtors hereby agrees to disclose information to you ( Prospect ) and to engage in conversations and negotiations with you, subject to the understandings, terms and conditions set forth below. 1. The Property is being offered AS-IS, WHERE-IS, with ALL FAULTS. 2. The Information has been prepared: a) for informational purposes only, b) from materials supplied by the Debtors, local municipalities and other sources deemed reliable, and c) to assist Prospects in making their own evaluation of the offering and does not purport to be all-inclusive or to contain all of the information that interested parties may desire. Keen has not assumed responsibility for independent verification of any of the information contained herein and has not in fact in any way audited such Information. In all cases, interested parties should conduct their own investigation and analysis of the offering, conduct site inspections and scrutinize the Information. Prospects should engage legal counsel, accountants, engineers and/or such other professional advisors as Prospects deem appropriate for evaluating the Properties. 3. Although the Debtors and Keen will endeavor for the Information to contain data which they believe to be relevant for the purpose of Prospect s investigation, Prospect understands and agrees that, except pursuant to the definitive purchase agreement to be entered into between the Debtors and Prospect in connection with a Transaction, none of the Debtors, Keen or any of their respective officers, directors, employees, affiliates, agents, advisors or representatives: a) have made or make and expressly disclaim making any written or oral statements, representations, warranties, promises or guarantees, whether express or implied or by operation of law or otherwise, with respect to the Properties or with respect to the accuracy, reliability or completeness of the Information, or b) shall have any liability whatsoever to Prospect or any of Prospect s representatives relating to or resulting from the use of the Information, alleged acts or omissions, or any errors or omissions in the Information. 4. Without limiting the generality of the immediately preceding paragraph, the Information may include certain statements, estimates and projections with respect to the Properties. Such statements, estimates and projections reflect various assumptions made by the Debtors, which assumptions may or may not prove to be correct. No representations are made as to the accuracy of such assumptions, statements, estimates or projections. The only information that will have any legal effect will be specifically represented in a definitive purchase agreement, subject to such limitations and restrictions as may be specified therein. 2
Disclaimer 5. Prospect agrees that no contract or agreement providing for any Transaction shall be deemed to exist between Prospect and the Debtors unless and until Prospect and the Debtors execute and deliver a final definitive agreement relating thereto (a Transaction Agreement ) that is approved by the Bankruptcy Court, and Prospect hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with any Transaction unless and until Prospect and the Debtors shall have executed and delivered a Transaction Agreement. Prospect also agrees that unless and until Prospect and the Debtors shall have executed and delivered a Transaction Agreement, neither Prospect nor the Debtors will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this document except for the matters specifically agreed to herein. Prospect further acknowledges and agrees that the Debtors reserves the right, in its sole discretion, to reject any and all proposals made by Prospect or Prospect s representatives with regard to a Transaction, and to terminate discussions and negotiations with Prospect at any time. Prospect further understands that the Debtors shall be free to establish and change any process or procedure with respect to a Transaction as the Debtors in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a final definitive agreement relating to a Transaction with any other party without prior notice to Prospect or any other person). 6. Prospect warrants and represents that it is a principal acting on its own behalf, and not as a broker, finder or agent acting on another s behalf. Prospect acknowledges that it will not look to Debtors and/or Keen and their respective representatives for the payment of any fee or commission. In addition, Prospect agrees to be responsible for the payment of any fee, commission or other compensation payable to any broker, finder or agent who alleges it has dealt with or through Prospect. Prospect hereby agrees to indemnify, defend and hold Debtors and Keen and their respective representatives harmless from and against any and all claims, damages, losses and liabilities, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation who allege that they have dealt with Debtors and/or Keen in connection with the Property as an agent of Prospect. Prospect understands that Debtors and Keen and their respective representatives have not agreed to pay any brokerage commissions, finder s fee or other compensation in connection with Prospect s possible purchase. If Prospect is working with a broker, finder or agent other than Keen, Prospect agrees that Prospect shall be responsible for the payment of any fees, if any, to such broker, finder or agent. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law principles (that might dictate the application of the laws of another jurisdiction). Prospect hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Bankruptcy Court for any lawsuits, claims or other proceedings arising out of or relating to the Property, the sale process, the information, and/or this document, and hereby further irrevocably and unconditionally waives the right to, and agrees not to plead or claim in any such court that any such lawsuit, claim or other proceeding brought in any such court, has been brought in an inconvenient forum. Prospect expressly waives all right to trial by jury in any action or proceeding arising out of or relating to the Property, the sale and/or this document. 8. It is understood that Keen will arrange for appropriate contacts for due diligence purposes. All: a) communications regarding a possible Transaction, b) requests for additional information, c) requests for Property inspections, d) discussions regarding making an offer for the Property and/or participating in the sale process, and/or e) discussions or questions regarding procedures in connection with any possible Transaction, must be submitted or directed exclusively to Keen. Neither Prospect nor Prospect s representatives will initiate or cause to be initiated any communication with any employee or representative of the business at the Properties concerning the Information or a Transaction. 3
Contact Information All communications, inquiries and requests for information relating to these materials should be addressed to the Keen persons listed below, as representative of the Debtors. Keen-Summit Capital Partners LLC Harold Bordwin Principal and Managing Director 646-381-9201 Direct hbordwin@keen-summit.com Matt Bordwin Principal and Managing Director 646-381-9202 Direct mbordwin@keen-summit.com Chris Mahoney Director 646-381-9205 Direct cmahoney@keen-summit.com Doug Greenspan Vice President 646-381-9218 Direct dgreenspan@keen-summit.com Heather Milazzo Vice President 646-381-9207 Direct hmilazzo@keen-summit.com 1 Huntington Quadrangle, Suite 2C04 Melville, NY 11747 Addresses 555 Madison Ave, 5 th Floor New York, New York 10036 1340 Environ Way Chapel Hill, North Carolina 27517 4
Table of Contents Executive Summary 6 182 Turbo Drive, Strathcona County, (Edmonton Area) Alberta 8-12 Property Overview Location Overview Map Transportation Connection 499 Gladwish Drive, Sarnia, Ontario, Canada 13-17 Property Overview Location Overview Map Property Access Beltway 8 and S. Lake Houston Pkwy, Houston, Texas 18-21 Property Overview Location Map Site Plan Adjacent Master Planned Community Generation Park 5
Executive Summary By this offering, you have the opportunity to acquire individually three properties owned by Lockwood Holdings and its affiliates in Strathmore County, Albert,Sarnia, Ontario and Houston, Texas. For sale are: a) Distribution/Warehouse Property 182 Turbo Drive, Strathcona County, Alberta, Canada Property consists of 2 distribution/warehouse facilities totaling 147,150 SF (13,900 SF office) Recently built 2001 & 2014 Bldg 1: 3x1-ton jib cranes & 400 amp electrical Bldg 2: 3x10 ton, double rail Kone cranes (full legth), 600 amp electrical a) Distribution/Warehouse Property 499 Gladwish Drive, Sarnia, Ontario, Canada 25,700 square foot distribution building with 3,200 SF office Built in 2003 Strategically located for maintenance and support of the Ontario petro chemical industry. c) Commercial Land Houston, Texas SEC of Beltway 8 & South Lake Houston Parkway, Houston, TX Approximately 66.79 acres Excellent development opportunity, surrounded by FMC Technologies 173 acre corporate headquarters, Generation Park, a 4,000acre master planned park, Surrounded by master planned communities causing rapid density growth. 6
Property #1: 182 Turbo Drive, Strathcona County, Alberta 7
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Property Overview The property consists of three detached buildings. Built in 2001 the east building footprint is 70,950 square feet, with 6,950 currently being used as office. An additional 6,950 square feet of office space is on the second floor creating a total building are of 77,900 sq. ft. The warehouse is 25.5 feet high at the eaves and is steel frame construction. The office area includes a reception area with built in reception desk and numerous offices and a boardroom. Built in 2014, the west building has a footprint of 64,000 sq. ft., with 4,800 as office. The warehouse is 25.5 feet high at the eaves and is steel frame construction. This building has three 10 ton, double rail Kone cranes running the full length of the building. Electrical service is from a 600 amp entrance. Property Summary Interest Fee Simple Parcel ID 3314730300 Address 182 Turbo Drive City, Province, Country Sherwood Park, AB, Canada Land Area (Acres) 8.43 Buildings 3 Type Warehouse/Office Zoning IM Medium Industrial District Total Size (SF) 147,100 Built in 2014, the third building is 5,200 sq. ft. and primarily used for storage. It is constructed out of a fabric with four 12 foot high overhead doors for easy access. 10
Property Overview Building 1 (East) Built 2014 Size Building 1 Warehouse (SF) 64,000 Building 1 Office (SF) 13,900 (6,950 mezz) Building 1 Total (SF) 77,900 Construction Pre-engineered steel building Clear Height 25 Loading 5-14' grade level overhead doors; 4-10' dock level loading Electrical 400 am Lighting T5 HO Crane Three, 1 ton jib cranes HVAC Gas fired, radiant tubes / roof mounted HVAC units Sprinklered Yes Building 2 (West) Built 2004 Size Building 2 Warehouse (SF) 59,200 Building 2 Office (SF) 4,800 Building 2 Total (SF) 64,000 Construction Pre-engineered steel building Clear Height 25 Loading Loading Electrical Crane Lighting HVAC Sprinklered 2 10 dock level loading, 1 12 ground level overhead doors, 2 14 gound level overhead doors 600 AMP Three, 10 ton, double rail Kone cranes / run length of building T5 HO Gas fired, radiant tubes Yes Building 3 (Fabric Building) Size 5,200 Construction Single layer of fabric Loading 4 12 overhead doors 11
Location Overview Edmonton, Alberta - Canada Sherwood Park is a large hamlet in Alberta, Canada located within Strathcona County. It is located adjacent to Edmonton s eastern boundary and part of the capital industrial corridor. Strathcona County is a major hub for petrochemical activity and home to Canada's largest oil refining complex and North America s third largest petrochemical complex. Sherwood Park s population as of 2016 was 70,618. Its strategic location between major resource extraction areas, natural storage capacity and ready access to skilled and educated workforce has make it an attractive area for investment. The infrastructure needed to support the petrochemical and manufacturing sector is in place. Pipeline, road and rail capacity is available to move feedstock and product to major North American and Asian markets. The greater Edmonton area provides easy access to abundant low-cost energy reserves including primary petrochemical feedstocks of petroleum, hydrocarbon liquids and natural gas. Canadian Census; wikipedia http://www.edmontonindustrial.ca/documents/hydrocarbon_brochure_sept_2015_light.pdf 12
Map - Sherwood Park, AB, Canada 13
Edmonton Road Transportation Connections Distances: Edmonton, Alberta 9 miles / 15 km Edmonton International Airport 25 miles / 40 km Calgary, Alberta 192 miles / 310 km Major highways: Yellowhead Highway Trans-Canada Highway https://www.edmonton.ca/business_economy/industrial_development/road.aspx 14
Property #2: 499 Gladwish Drive, Sarnia, Ontario, Canada 15
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Sarnia, Ontario, Canada The property is located in the Modeland Industrial Park in Sarnia, Ontario strategically located in an area dominated by industrial and petro-chemical uses and is in close proximity to the Canada/US border. The property is 2.94 acres and includes a single building constructed in 2003. The building footprint is 25,700 square feet of which 22,500 sq. ft. is distribution and 3,200 sq. ft. is office. The site is zoned HI1 Heavy Industrial allowing for a wide array of locally required uses including but not limited to: warehousing, manufacturing, assembly and processing, transport terminals, freight terminals, automobile repair, building supply, bulk sales and outdoor storage. Property Overview Interest Fee Simple Parcel ID 3829400051176300000 Address 499 Gladwish Drive City, Province, Country Sarnia, Ontario, Canada Land Area (Acres) 2.94 Buildings One Year Built 2003 Type Warehouse/Office RBA Warehouse 22,500 Office 3,200 Total 25,700 Construction Pre-engineered steel building Clear Height 20 24 Loading Other 3 drive-in doors 2 truck level doors Contains 2 small roll-up doors not currently utilized 17
Location Overview Sarnia, Ontario, Canada Sarnia is located in the Southwestern portion of the Canadian province of Ontario. It is the largest city in Lambton County and is located on the busiest section of the St. Lawrence Seaway System where the St. Clair River joins Lake Huron. It is strategically located on the Canada / United States border within approximately one hour drive of major cities like Windsor and London, Ontario as well as Detroit, Michigan and approximately three hours from the Greater Toronto Area. Sarnia is situated directly on major highway, rail, water and air corridors, providing efficient global access for people and products. Sarnia is directly connected to the State of Michigan via a number of border crossings, including the Blue Water Bridge providing access to the Great Lakes industrial corridor. With direct access to a market of nearly 400 million people, Sarnia-Lambton has been recognized by the Globe and Mail Report on Business magazine as one of Canada s 5 Best Cities for exporting. Sarnia is a major petrochemical, refining and chemical production center. It is also known for its automotive, manufacturing, metal fabrication and engineering sectors. http://www.sarnialambton.on.ca/mapping https://slchamber.ca/ 18
Map Sarnia, Alberta Sarnia-Lambton is within a one day drive to 65% of the U.S. market as well as major Ontario and Quebec markets*. Ground Transportation Lambton County is bisected by Highway 402, which runs eastward to London and Toronto and to the west connecting with Michigan s Interstate 94/69/75 network via the international Blue Water Bridge, which is the busiest commercial link connecting Michigan state and the province of Ontario. Rail Sarnia-Lambton is connected to the US through the St. Clair Railway tunnel (which accommodates double stack containers) and hosts CN s second largest international rail yard in Canada, carrying more freight than any other U.S. Canada border rail crossing. Water Bordered by water and a link in the St. Lawrence Seaway system, the deep water Port of Sarnia is home to an international grain terminal as well as ship fueling and repair facilities. Air Sarnia is home to the Sarnia Chris Hadfield Airport, with direct flights to Toronto s Pearson International Airport. Within approximately one hour drive from Sarnia is the Detroit International Airport, a Delta hub with access to all major U.S. cities and many international destinations. Both Bishop International Airport in Flint Michigan and the London Ontario International Airport offer various international and domestic flights. Both airports are located just over an hour drive from Sarnia-Lambton. http://www.sarnialambton.on.ca/market-access 19
Sarnia, Alberta Market Access City Distance - km Distance - miles 1 hour 2 hours 3 hours Detroit, MI 105 65 Toronto, ON 290 180 Buffalo, NY 338 210 Cleveland, OH 375 233 Chicago, IL 551 342 Pittsburg, PA 609 378 Indianapolis, IN 609 378 Milwaukee, WI 696 432 Ottawa, ON 727 452 Montreal, QC 818 508 Washington, DC 949 509 New York, NY 961 597 Charlotte, NC 1113 692 Winnipeg, MB 1984 1210 Dallas, TX 2009 1248 20
Property #3: 66.79 Acres Houston, Texas The property is located in Northeast Houston at the South-east corner of Beltway 8 and S. Lake Houston Pkwy. The area is experiencing rapid residential and commercial growth due to the development of Generation Park, a 4,000- acre master planned commercial development in addition to others. More than 6,000 acres of single family is under development in the immediate area. The site is ideally located for the development of a regional mall, power center or lifestyle center or business park. Property Overview Interest Fee Simple Parcel ID 0401580900001 Address Beltway 8 and S. Lake Houston Pkwy City, State Houston, TX Land Area (Acres) 66.79 Type Commercial Land Min. Div. Size Topography 5.0 acres Level Frontage 2,316 on S. Lake Houston / 2,010 on Beltway 8 Demographics 1 Mile 3 Miles Population 1,846 29,773 Households 512 8,791 Average Age 29.90 31.20 Median HH Income $63,697 $70,462 Daytime Employees 244 3,387 21
Development Land Location Map 10 minutes to George Bush Intercontinental Airport (IAH Airport) 15 minutes to the Port of Houston 20 minutes to downtown Houston 22
Site Plan 23
Adjacent Master Planned Community - Generation Park Generation Park is a 4,000-acre master planned commercial development located north of the subject property in northeast Houston. It boasts an impressive tenant base of including Fortune 500 TechnipFMC s 173-acre campus and its 1 million square foot first phase, Generation Park is well positioned to be Houston s premier business destination. Surrounding Generation Park, the area offers thousands of new homes, award-winning schools, and beautiful parks. Subject Property 24
Keen-Summit Capital Partners LLC Contact Information Harold Bordwin Principal and Managing Director 646-381-9201 Direct hbordwin@keen-summit.com Matt Bordwin Principal and Managing Director 646-381-9202 Direct mbordwin@keen-summit.com Main (646) 381-9222 Addresses 1 Huntington Quadrangle, Suite 2C04 Melville, NY 11747 555 Madison Ave, 5 th Floor New York, New York 10036 Chris Mahoney Director 646-381-9205 Direct cmahoney@keen-summit.com Doug Greenspan Vice President 646-381-9218 Direct dgreenspan@keen-summit.com Heather Milazzo Vice President 646-381-9207 Direct hmilazzo@keen-summit.com 1340 Environ Way Chapel Hill, North Carolina 27517 25