Whole Foods Market Plaza OM

Hoover (Birmingham), Alabama

OFFERING MEMORANDUM

E XECUTIVE SUMMARY

1

PRESENTED BY: INVESTMENT ADVISORS Jim Hamilton Sr. Managing Director 404.942.2212 jhamilton@hfflp.com Brad Buchanan Director 404.942.3192 bbuchanan@hfflp.com Mike Allison Director 404.942.3195 mallison@hfflp.com Shea Petrick Analyst 404.942.2223 spetrick@hfflp.com Ryan Stoffer Analyst 404.942.3198 rstoffer@hfflp.com

DEBT ADVISOR Ed Coco Sr. Managing Director 404.942.2207 ecoco@hfflp.com

2

TABLE OF CONTENTS Executive Summary Market Overview Tenant Information Property Detail Financial Overview

5 21 31 37 41

EXECUTIVE SUMMARY

6

PROPERTY SUMMARY ADDRESS 3780 Riverchase Village Hoover (Birmingham), AL 35244

PROPERTY GLA 175,673 SF

OCCUPANCY 94%

INVESTMENT HIGHLIGHTS WHOLE FOODS MARKET ANCHORED

ANCHORS Whole Foods Market, PetSmart, Best Buy

TOP BIRMINGHAM SHOPPING DESTINATION

YEAR BUILT

SIGNIFICANT VALUE ADD OPPORTUNITY

1980

YEAR RENOVATED 1994 | 2016-2017

$

EXCEPTIONAL DEMOGRAPHICS

ECONOMICS Anchors Base Rent

$1,226,000

Shop Tenant Base Rent

$831,000

Expense Recovery Revenue

$454,000

Effective Gross Revenue

$2,511,000

Operating Expenses Net Operating Income

$479,000 $2,033,000

E XECUTIVE SUMMARY

7

WHOLE FOODS MARKET ANCHORED

THE MOST SOUGHT AFTER GROCER IN THE MARKET

CORE GROCERY OFFERING WITH OVER 18 YEARS OF LEASE TERM REMAINING

RENT BUMPS TOTALING A 33% INCREASE DURING WHOLE FOODS INITIAL TERM

NEWLY CONSTRUCTED WHOLE FOODS WITH LIMITED NEAR TERM CAPEX

THE MOST TECHNICALLY ADVANCED GROCER IN THE MARKET

8

METRICS SINCE ACQUISITION 4.4% Q4 2017 SALES INCREASE Q4 2017 sales rose 4.4% from Q4 2016. In addition to being the fastest rate of sales growth in 2 years, the figures outperformed Wall Street expectations.

6,000 NEW HIRED NATIONWIDE 62% OF SHOPPERS ARE PRIME MEMBERS Amazon plans to give additional benefits to Prime members in the form of discounts and cash-back benefits.

11% INCREASE IN VISITS AT STORES WITH LOCKERS Whole Foods Market Plaza has an Amazon Locker, which has shown to increase visits by 11% in comparison to stores without them.

E XECUTIVE SUMMARY

9

DOWNTOWN BIRMINGHAM

PATTON CREEK

459

112,670 VPD

RIVERCHASE GALLERIA

HOOVER PD

10 V

36,4 d. | rna R

Lo

M . wy yH

er

om

tg

on

31 90 ,9 47 D

VP

10

THE TOP SHOPPING DESTINATION IN BIRMINGHAM RETAIL FOOTPRINT

8.9 M

(3-Mi RADIUS)

SQUARE FEET OF RETAIL

97%

AVERAGE OCC. RATE

MAIN & MAIN INTERSECTION Whole Foods Market Plaza is located at the Main & Main intersection of Montgomery Hwy. & Lorna Rd. • Montgomery Hwy. (47,990 VPD) • Lorna Rd. (36,410 VPD)

RIVERCHASE GALLERIA THE LARGEST ENCLOSED MALL IN ALABAMA

•

1,570,000 SF

•

Strong Sales

•

100% Occupancy Rate

•

Super-regional drawing power

• Hyatt Regency (1,700,000 SF ) •

Galleria Tower (285,000 SF )

E XECUTIVE SUMMARY

11

SIGNIFICANT VALUE-ADD OPPORTUNITY

01

RIGHT-SIZE BEST BUY

Best Buy’s average store size nationally is 30,000 SF. Ownership has the ability to right-size Tenant’s space upon their lease expiration.

51,763 SF

Tenant Best Buy

GLA

LXP

Current Rent (PSF)

Current Rent (Annual)

51,763

Feb-25

$3.30

$170,818

Tenant

GLA

Best Buy (downsize)

30,000

02

Best Buy (downsize)

Tenant

(See page 11)

30,000 SF

21,763 SF

Jr. Anchor

03

Jr. Anchor

BACKFILL RESIDUAL SPACE

Tenant

Retailer not in the market

Tenant

GLA

Market Rent (PSF)

Market Rent (Annual)

30,000

$12.00

$360,000

+ GLA

Market Rent (PSF)

Market Rent (Annual)

21,763

$15.00

$326,445

POTENTIAL REVENUE INCREASE

$516,000 12

GLA 21,763

RETAILERS NOT IN THE MARKET

RESTRICTED TENANTS PER EXISTING LEASES

OVERALL VALUE-ADD OPPORTUNITY

01 02 03

Right-size Best Buy space and

mark-to-market rents

Lease-up of over of vacancy

9,500 SF

Potential revenue increase of over $700,000

E XECUTIVE SUMMARY

13

EXPLOSIVE DEMOGRAPHIC GROWTH The Whole Foods Market Plaza trade area has experienced exponential growth over the past 18 years with significant projected growth over the next 5 years, which will position the Property for long-term value appreciation.

2000 2000

(5-mile radius)

(projected)

$102,502

65% Increase

$169,284

13% Increase

$190,410

29,563

21% Increase

35,655

9% Increase

38,866

$3.03 Billion

99% Increase

$6.04 Billion

23% Increase

$7.40 Billion

AVERAGE HH INCOME

HOUSEHOLDS BUYING POWER

2023

2018

DEMOGRAPHICS

20001 MILE

14

3 MILE

5 MILE

2018 Population

3,491

32,338

95,079

2018 Average Household Income

$121,361

$167,445

$169,284

2018 Bachelor’s Degree or Higher

63%

67%

64%

HIGHLY AFFLUENT CUSTOMER BASE The Whole Foods Market Plaza trade area compares favorably to many of the wealthiest submarkets in the Southeast.

AFFLUENT INCOME LEVELS

HIGHLY EDUCATED POPULATION

EXCELLENT BUYING POWER

The average household income within a 5-mile radius is over $169,000, 225% higher than the Birmingham average of $52,000.

64% of the Population has obtained a bachelor’s degree or higher compared to the national average of 27%. The high education level ensures greater affluence and stability in the trade area.

Buying power within a 5-mile radius of the Property is over $6.0 billion, comparing favorably with some of the Southeast’s wealthiest submarkets.

E XECUTIVE SUMMARY

15

DOWNTOWN BIRMINGHAM

MOUNTAIN BROOK

$162K

$94K

$124K

$86K

$136K

$142K

$113K

$112K

VESTAVIA HILLS

459

$72K

HOOVER

$116K

$145K

$149K

LEGEND AVERAGE HOUSEHOLD INCOME CENSUS TRACT BOUNDARY INTERSTATE 459

16

$98K

$188K

$106K

CONCENTRATED AFFLUENCE $119K $171K

Whole Foods Market Plaza is surrounded by highly concentrated pockets of wealth as seen to the left. The tenancy at Whole Foods Market Plaza has been leased to reflect the shopping tendencies of the affluent customer base.

$160K

$159K

$81K

E XECUTIVE SUMMARY

17

TENANT ROSTER 0

0

0 65

75

0 80

90

0

95

00

10

VPD

0

60 0

OMERY

HWY. | 47,990

50

0

100 150 200

MONTG

40 0

30

STE. 100 150 200 300 400 500 600 650 750 800 900 950 1000 TOTAL

TENANT Ironstone Pizzaworks Chicken Salad Chick Best Buy PetSmart Whole Foods Market Sola Salon Nothing Bundt Cakes Market House Available Bella's Bridal & Formal Available Lee Nails & Spa Newk's

LORNA RD. | 36,410 VPD

175,673 SF PROPERTY SIZE

18

96%

OCCUPANCY RATE

126,310 SF

ANCHOR FOOTPRINT

72% / 28%

ANCHOR / TENANT RATIO

SF 3,200 3,200 51,763 24,500 50,047 6,800 2,000 5,115 7,385 12,071 2,529 2,000 5,063 175,673

Lorna Rd. | 36,410 VPD PD

V 90

ry

e om

. wy

31

,9 47

H

tg

n Mo

E XECUTIVE SUMMARY

19

MARKET OVERVIEW

BIRMINGHAM

22

BIRMINGHAM MSA FAST FACTS

A Top 50 Metro in the U.S with a population of approximately 1.2 million and a growth rate of over 10% since 2000.

Highly educated workforce with 7 accredited higher education schools and over 47,000 enrolled students.

v

Birmingham – Shuttlesworth International Airport has over 130 flights daily to 48 airports in 45 cities Five major interstate highways passing through Downtown: I-20, I-65, I-59, I-22, and I-49.

One of the lowest costs of living in the top 50 U.S. Metros contributing to Birmingham’s employment growth

Healthcare hub with over 20 hospitals - 4 of which are top employers in the area.

1

#

MOST AFFORDABLE CITY (FORBES)

TOP

10

TOP

5

HOUSING MARKET FOR HOME BUYERS

UP & COMING TECH HOTSPOTS

(OWNERS.COM)

(LIVABILITY.COM)

1

#

CHEAPEST PLACE TO RETIRE (CNBC)

E XECUTIVE SUMMARY

23

DIVERSE & BALANCED ECONOMY Agriculture / Forestry / Fishing 0.1% Mining / Oil / Gas 0.2% Construction 4.4% Manufacturing 8.2% Wholesale Trade 2.6% Retail Trade 10.0% Transportation & Warehousing 3.8% Information 2.4% Finance and Insurance 5.5% Real Estate 1.7% Professional / Scientific Research 4.8% Management of Companies 0.1% Administrative / Support 5.6% Educational Services 9.7% Healthcare 17.7% Arts / Entertainment / Recreation 1.4% Accommodation / Food Service 10.0% 2.0%

24

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

The Birmingham-Hoover MSA is centrally located in Alabama, and can be conveniently accessed throughout the southeast by one of four interstates (I-65, I-20, I-59 and I-22). The MSA has a population close to 1.2 Million people, and has grown nearly 10% since 2000.

Additionally, the MSA benefits from proximity to the Southeast’s most major markets: Atlanta, GA – 153 mi, Nashville, TN – 198 mi, Memphis, TN – 244 mi, Mobile, AL – 250 mi, New Orleans, LA – 344 mi.

ECONOMY Birmingham has seen a rise in new opportunity in the area with over 3,000 new jobs being created within the past year as well as the announcement of more than $370 Million in infrastructure improvements to spur new growth. Much of the city’s growth is attributed to the existing strength of the diverse set of economic drivers, the low cost of doing business in the area and the city’s sophisticated transportation infrastructure.

Birmingham’s unemployment rate is currently 4.8%, which has decreased by 13% in the last year and is lower than the national average of 5.3%.

Birmingham’s economic strength and growth is reflected in the following sample of businesses/industries that have announced recent expansions/investments to the area: Kamtec ($530 Million investment/354 new jobs), Birmingham Children’s Hospital ($570 Million expansion/760,000 SF).

MANUFACTURING Birmingham’s manufacturing industry employs nearly 8,000 people and contains two of the area’s top ten employers.

Birmingham is a key player in metals manufacturing especially with the increasing demand for Birmingham steel. This industry is experiencing high growth, and Birmingham has benefited directly as seen by US Steel Corp’s new $230 Million electric arc furnace, which is expected to be installed in 2016.

UNEMPLOYMENT RATE 10.0% 8.0% 6.0% 4.0% 2.0% 0.0%

2008 Hoover

2009 Alabama

2010 United States

2011

2012

2013

2014

2015

2016

2017

(Source: U.S. Bureau of Labor Statistics )

E XECUTIVE SUMMARY

25

EMPLOYMENT HUB 2017 COST OF LIVING INDEX (U.S. AVERAGE = 100) Birmingham is the most affordable cities in the nation, with the cost of living well below the national average.

Companies and employees will continue to move and reside in Birmingham as the cost of doing business is significantly less than other major metros around the country.

Seattle | 149.0 Boston | 148.2 New York City | 125.8 Chicago | 123.6 San Francisco | 192.9

Philadelphia | 117.2 Washington D.C | 144.3

Los Angeles | 148.0

Dallas / Ft. Worth | 102.1

Birmingham | 91.4

Atlanta | 99.0

Houston | 98.2

Source: ACCRA Cost of Living

26

Miami | 114.6

EMPLOYMENT HUB BIRMINGHAM MSA TOP CORPORATE EMPLOYERS Employer University of Alabama at Birmingham Regions Financial Corp.

# Birmingham Employees 23,000 7,134

Honda Manufacturing of Alabama

4,800

St. Vincent's Health System

4,786

Baptist Health Systems

4,633

Children's of Alabama

4,543

AT&T

4,517

Alabama Power Co.

3,982

Blue Cross-Blue Shield of Alabama

3,570

Mercedes-Benz

3,500

BBVA Compass

2,765

Buffalo Rock Co.

2,200

Southern Co. Services

2,166

HEALTHCARE Birmingham acts as a healthcare hub for central Alabama, houses over 20 hospitals, and contains four of the top ten employers in the area.

Birmingham’s healthcare footprint recently expanded in Oct. 2015 with the addition of Grandview Medical Center – 200,000 SF. The new medical center is projected to create an additional 9,000 jobs for the local economy and $405M in additional annual economic earnings for the region.

University of Alabama – Birmingham, home to the third largest public hospital in the United States (UAB Hospital), plays a vital healthcare role due to research and funding from the National Institute of Health and receives over $450M a year for research. Additionally, Southern Research Institute, headquartered in Birmingham, is also a major player and has seven FDA approved drugs on the market as well as seven more compounds currently being developed and going through clinical trials.

E XECUTIVE SUMMARY

27

EDUCATION Higher education employs nearly 20,000 in the metropolitan area. Seven universities and colleges, seven community/junior colleges, five degree-granting technical schools, three law schools, and the UAB medical, dental, and other specialized schools offer multiple educational opportunities to the area’s work force.

As the area’s largest employer, the University of Alabama at Birmingham contributes to the economic impact of higher education with its 19,000+ employees, total annual budget of $957.5 million and 16,252 students. It offers 142 undergraduate and graduate degrees.

A new study shows the University of Alabama at Birmingham’s annual economic impact has grown to $7.15 billion a year, up from $4.6 billion just eight years ago — a 55 percent increase. UAB now directly employs more than 23,000 and supports more than 64,000 jobs — one of every 31 in Alabama.

ECONOMIC IMPACT AMONG UNIVERSITIES

$7.1 B

University of Alabama Birmingham

$335 M

Samford University

BIRMINGHAM-SHUTTLESWORTH INTERNATIONAL AIRPORT Birmingham–Shuttlesworth International Airport (BHM), serving the city of Birmingham and its metropolitan area, including Tuscaloosa, in the United States. It is located in Jefferson County, five miles northeast of downtown Birmingham, near the interchange of Interstates 20 and 59.

BHM averages 301 aircraft operations a day, including 130 flights daily to 48 airports in 45 cities. BHM served 2.7 million passengers in 2017, and is the largest and busiest airport in the state of Alabama by passenger volume.

28

E XECUTIVE SUMMARY

29

TENANT INFORMATION

30

E XECUTIVE SUMMARY

31

32

LEASE ABSTRACT

LEASE TERMS TENANT Whole Foods Market Group, Inc. USE For the operation of a grocery store, food market, and/or supermarket under the trade name Whole Foods Market, 365 by Whole Foods Market, or any other trade name used

by Whole Foods Market, Inc. COMMON AREA MAINTENANCE Beginning on Tenant’s commencement date, Tenant shall pay a fixed annual fee of $2.00 PSF increasing at 3% annually.

(2018 payment = $2.06)

INSURANCE Tenant shall reimburse Landlord its pro-rata share of Insurance premiums.

PROHIBITED USES (i) No more than five (in the aggregate) restaurants, coffee bars, or frozen yogurt or ice cream stores provided the store does not sell gelato, (A) which contain no more than 6,400 SF with respect to any individual store and no more than 13,467 SF in the aggregate, and (B) are not bakery concepts such as, but not limited to Panera Break, Corner Bakery, etc. (ii) Any of the following uses that contain more than 7,225 SF: health club, health spa, fitness center, yoga or pilates center, weight room, or gymnasium. (iii) Any juice or smoothie bar (iv) Lyfe Kitchen, Veggie Grill, or The Plant (v) Any use that would impair Tenant’s ability to obtain or maintain a license to sell alcoholic beverages for on or off-premises consumption. (vi) The sale of produce, meat, poultry, seafood, dairy, cheese, cereals, grains, fruits and vegetables, frozen foods, grocery products, bulk foods, gourmet foods, bakery goods, alcoholic beverages, body care products, cosmetics, health care items, beauty aids, plants, flowers, vitamins, nutritional supplements, coffee beans, smoothies and/or fresh fruit drinks or gelato.

REAL ESTATE TAXES Tenant shall reimburse Landlord its pro-rata share of Real Estate Taxes.

PARKING REQUIREMENT 5.0 parking spaces per 1,000 SF of GLA 10.0 parking spaces per 1,000 SF of restaurant space RIGHT OF FIRST OFFER Tenant shall have continuing rights to lease additional space in the Development that is currently occupied by Sola Salon. Once available, Landlord will give Tenant notice the space is available and what terms the Landlord would be willing to accept with respect to the Offered Space. Tenant shall have one (1) month to accept Landlord’s offer. If Tenant declines, Tenant still retains the Right of First Offer if the space becomes available again.

EXCEPTIONS TO PROHIBITED USES (i) An ABC Liquor Store (ii) a boutique beauty salon that sells cosmetics (iii) a retailer that sells beauty or body care products such as, but not limited to, Sephora, MAC Cosmetics, or Aveda and does not sell natural or organic cosmetics or beauty / body care products.

CO-TENANCY If less than 50% of the Rentable area in the Shopping Center (excluding the Demised Premises) is not open and operating for business for twelve (12) consecutive months, Tenant may pay the lesser of (i) fifty percent (50%) of Base Rent, or (ii) 1% of Gross Sales.

If Tenant has been paying reduced rent for twelve (12) consecutive months, Tenant has the right to terminate the Lease or revert to paying 100% Base Rent.

RECAPTURE RIGHT If Tenant has discontinued operation in the Demised Premises for four (4) consecutive months, Landlord shall thereafter have the right to terminate the Lease upon written notice to Tenant.

E XECUTIVE SUMMARY

33

LEASE ABSTRACT

LEASE TERMS TENANT PETSMART, Inc. USE Tenant’s primary business shall mean the retail sale of (i) pets, (ii) food, accessories, and other products relating to pets and animals, (iii) services relating to pets and animals such as grooming, boarding, training, obedience classes, adoption, and veterinary services, (iv) products relating to nature and the environment, (v) and educational products related to the foregoing.

EXCLUSIVE During the term of the Lease, Tenant shall have the exclusive use to conduct its Primary Business as defined above.

COMMON AREA MAINTENANCE Tenant shall reimburse Landlord its pro-rata share of Common Area expenses including an administrative fee not to exceed 10%.

INSURANCE Tenant shall reimburse Landlord its pro-rata share of Insurance premiums.

REAL ESTATE TAXES Tenant shall reimburse Landlord its pro-rata share of Real Estate Taxes.

CO-TENANCY If at any time during the term of the Lease the occupancy in the Shopping Center drops below 60%, Tenant may pay 50% of their Base Minimum Rent so as long as the condition continues. If the condition continues for a period of one (1) year, Tenant may terminate the lease within ninety (90) days written notice or revert to Full Base Minimum Rent.

LEASE TERMS TENANT BEST BUY STORES, Inc. (Former Service Merchandise Lease) USE The operation of a catalogue store and other retail sales and services customary in shopping centers, except as a supermarket

34

COMMON AREA MAINTENANCE Tenant shall reimburse Landlord its pro-rata share of Common Area expenses.

INSURANCE Tenant shall reimburse Landlord its pro-rata share of Insurance premiums.

REAL ESTATE TAXES Tenant shall reimburse Landlord its pro-rata share of Real Estate Taxes in excess of the Base Year of the original Service Merchandising Lease. (Base Year Amount: $45,513.64).

LEASE LANGUAGE

TENANT:

IronStone Pizzaworks

Chicken Salad Chick

Sola Salon

Nothing Bundt Cakes

SUITE:

100

150

500

600

EXCLUSIVE:

Yes

Yes

Yes

N/A

For the operation of a full service restaurant for on and off-premises consumption of pizza and related menu items including the sale of beer and wine.

For a restaurant selling primarily chicken salad and other related items and for no other purpose.

For the operation of an individual or separate salon studio and rooms to license third party stylists and retail sale of related products.

For the operation of a franchised Nothing Bundt Cakes which sells only baked goods, gift items, and coffee beans for off-premises consumption

CO-TENANCY:

N/A

N/A

Yes (1)

N/A

TERMINATION:

N/A

N/A

N/A

N/A

USE:

VENICE NAILS & SPA

TENANT:

Market House Boutique

Bella’s Bridal

Venice Nails & Spa

Newk’s Eatery

SUITE:

650

800

950

1000

EXCLUSIVE:

Yes

Yes

Yes

N/A

For a women’s clothing boutique and the retail sale of related items.

For the retail sale of bridal and related wear, including but not limited to wedding dresses, shoes, jewelry, bridesmaids and prom dresses.

For the operation of a first class nail salon which shall perform nail, manicure, pedicure, facial, and waxing services and no other purpose.

For the operation of a franchised Newk’s restaurant.

CO-TENANCY:

N/A

N/A

N/A

N/A

TERMINATION:

N/A

N/A

N/A

N/A

USE:

FOOTNOTES TO LEASE LANGUAGE:

1. Sola Salon Co-Tenancy: If at any time during the Lease Term, an Anchor Tenant (tenant using more than 18,000 SF) is vacant, Tenant shall pay $16.00 PSF in lieu of Base Rent. Tenant may pay reduced rent until the co-tenancy violation is cured.

E XECUTIVE SUMMARY

35

PROPERTY DETAIL

PARKING xxxx

38

PROPERTY DETAIL PROPERTY GLA 175,673

YEAR BUILT / RENOVATED BUILT: 1980 RENOVATED: 1994 | 2016 - 2017

LAND AREA 18.9 acres

ZONING Hoover - Planned Commercial (PC)

ACCESS EIGHT (8) POINTS OF INGRESS / EGRESS

• Two (2) points of right-in, right-out access along Lorna Rd.

• Two (2) points of signalized access along Lorna Rd. • Two (2) points of right-in, right-out access along Montgomery Hwy.

• One (1) point of full access along Montgomery Hwy. • One (1) point of full access along Data Dr. ENVIRONMENTAL SURVEY A Phase I Environmental Survey was performed by Terracon on November 26, 2014. No recognized environmental conditions were identified and no further action was required.

E XECUTIVE SUMMARY

39

FINANCIAL OVERVIEW

RENT ROLL As of August 1, 2018 STE.

SQ. FT.

END

RENT

DATE

DATE

PER SF

RENT ESCALATIONS OPTION RENT (DENOTED IN BLUE) ANNUAL

DATE

PER SF

OPTIONS

$31.21 2% Annual Increases $36.56 2% Annual Increases $40.35 2% Annual Increases

Two, 5-Year

100

IronStone Pizzaworks

3,200

Jun-17

May-27

$30.60

$97,920

Jun-19 Jun-20 Jun-27 Jun-28 Jun-32 Jun-33

150

Chicken Salad Chick

3,200

Jun-16

May-26

$26.00

$83,200

Jun-21 Jun-26 Jun-31

$28.60 $31.46 $34.60

Two, 5-Year

51,763

Oct-78

Feb-20

$3.30

$170,818

Mar-20

$3.30

One, 5-Year

24,500

Oct-04

Jan-20

$15.50

$379,750

Feb-20

$17.00

One, 5-Year

$14.85 $16.34 $17.97 $19.70 $21.74 $23.92 $26.31

Four, 5-Year

200 300

42

TENANT

START

Best Buy *See Footnote #1

PetSmart

400

Whole Foods Market

50,047

Dec-16

Dec-36

$13.50

$675,635

Jan-22 Jan-27 Jan-32 Jan-37 Jan-42 Jan-47 Jan-52

500

Sola Salon

6,800

Jul-13

Jul-23

$19.54

$132,872

Aug-23 Aug-28 Aug-33

$21.49 $23.65 $26.01

Three, 5-Year

600

Nothing Bundt Cakes

2,000

Nov-16

Oct-26

$32.00

$64,000

Nov-21 Nov-26 Nov-31

$35.20 $38.72 $45.59

Three, 5-Year

RENT ROLL As of August 1, 2018 STE.

TENANT

SQ. FT.

START

END

RENT

DATE

DATE

PER SF

RENT ESCALATIONS OPTION RENT (DENOTED IN BLUE) ANNUAL

DATE

PER SF

OPTIONS

$21.00 $21.50 $22.00 $23.00 $23.50 $24.00 $25.00

One, 5-Year

650

Market House Boutique

5,115

May-17

Oct-22

$20.00

$102,300

Nov-18 Nov-19 Nov-20 Nov-22 Nov-24 Nov-25 Nov-26

750

Available

7,385

Aug-19

Jul-24

$0.00

$0.00

Aug-19 Aug-20

$22.00 3% Annual Increases

None

12,071

Mar-17

Jun-27

$13.50

$162,959

Apr-22 Mar-27

$15.00 FMV

One, 5-Year

2,529

Aug-19

Jul-24

$0.00

$0.00

Aug-19 Aug-20

$28.00 3% Annual Increases

None

$33.29 2% Annual Increases $42.08 $26.29

Two, 5-Year

$26.40 $29.04 $31.94

Two, 5-Year

800 900

Bella’s Bridal *See Footnote #2

Available

950

Venice Nails & Spa

2,000

Feb-16

Sep-26

$32.64

$65,280

Oct-18 Oct-19 Oct-26 Oct-31

1000

Newk’s Eatery

5,063

Dec-14

Dec-24

$24.00

$121,512

Jan-20 Jan-25 Jan-30

TOTAL

175,673

FOOTNOTES TO RENT ROLL 1.

Best Buy Downsize: Best Buy was assumed to downsize to their average store size of 30,000 SF upon the expiration of their final option (Feb-25) and begin paying a market rent of $12.00 PSF. The residual space in the Best Buy box was leased at $15.00 PSF after 5 months of downtime. For more information on this scenario, please see pages 12, 43, or the Argus Model.

2. Fair Market Value Option: Tenants with Fair Market Value (FMV) option rents were assumed to exercise their respective renewals at rates in-line with historical rent bumps.

LEASE-UP SCHEDULE Suite

Area (SF)

Date Rent Bumps Leased

Lease Term

Suite 750

7,385

Aug-19

3% Annually

5 Years

Suite 900

2,529

Aug-19

3% Annually

5 Years

FINANCIAL OVERVIEW

43

CASH FLOW FO R T HE Y E A R EN D IN G As-Is

Jul-19

Jul-20

Jul-21

Jul-22

Jul-23

Jul-24

Jul-25

Jul-26

Jul-27

Jul-28

Jul-29

Whole Foods Market Base Rental Revenue

675,635

675,635

691,617

743,198

743,198

743,198

743,198

760,838

817,768

817,768

817,768

817,768

PetSmart Base Rental Revenue

379,750

379,750

398,125

416,500

416,500

416,500

416,500

344,770

409,560

409,560

409,560

409,560

Best Buy Base Rental Revenue

170,818

170,818

170,818

170,818

170,818

170,818

170,818

249,644

360,000

360,000

360,000

360,000

Shop Base Rental Revenue

831,342

1,071,560

1,099,634

1,131,613

1,147,255

1,161,375

1,186,560

1,274,806

1,552,743

1,588,444

1,650,556

1,692,568

-

(168,371)

-

-

-

-

-

(100,593)

-

-

(27,808)

(15,861)

Total Base Rental Revenue

2,057,545

2,129,392

2,360,194

2,462,129

2,477,770

2,491,891

2,517,076

2,529,465

3,140,071

3,175,772

3,210,076

3,264,035

Common Area Maintenance

284,016

290,430

313,802

323,522

332,689

342,108

351,925

350,678

431,191

442,768

452,586

466,314

Real Estate Taxes

145,475

147,718

160,123

165,329

170,691

176,215

181,903

177,035

207,209

213,425

218,751

225,874

Insurance

24,300

24,643

26,541

27,337

28,157

29,002

29,872

28,272

31,691

32,641

33,456

34,545

Total Expense Recovery Revenue

453,791

462,791

500,466

516,188

531,537

547,324

563,700

555,985

670,091

688,834

704,794

726,734

2,511,336

2,592,183

2,860,660

2,978,317

3,009,308

3,039,214

3,080,776

3,085,450

3,810,162

3,864,606

3,914,870

3,990,769

-

-

(85,820)

(89,350)

(90,279)

(91,176)

(92,423)

(64,516)

(114,305)

(115,938)

(98,621)

(103,862)

2,511,336

2,592,183

2,774,840

2,888,967

2,919,029

2,948,038

2,988,353

3,020,934

3,695,857

3,748,668

3,816,249

3,886,907

Common Area Maintenance

207,360

207,360

213,581

219,988

226,588

233,386

240,387

247,599

255,027

262,677

270,558

278,675

Real Estate Taxes

170,000

170,000

175,100

180,353

185,764

191,336

197,077

202,989

209,079

215,351

221,811

228,466

Insurance

26,000

26,000

26,780

27,583

28,411

29,263

30,141

31,045

31,977

32,936

33,924

34,942

Management Fee

75,340

77,765

83,245

86,669

87,571

88,441

89,651

90,628

110,876

112,460

114,487

116,607

478,700

481,125

498,706

514,594

528,333

542,426

557,255

572,261

606,958

623,424

640,781

658,689

2,032,636

2,111,058

2,276,134

2,374,374

2,390,695

2,405,612

2,431,097

2,448,673

3,088,899

3,125,243

3,175,468

3,228,217

-

76,066

-

-

-

-

241,452

802,972

-

16,685

Absorption & Turnover Vacancy

TOTAL POTENTIAL GROSS REVENUE

Vacancy Loss

EFFECTIVE GROSS REVENUE

Total Operating Expenses

NET OPERATING INCOME

Tenant Improvements Leasing Costs

-

53,307

-

-

12,123

22,773

174,613

10,067

48,257

26,575

Capital Reserves

17,567

17,567

17,567

17,567

17,567

17,567

17,567

17,567

17,567

17,567

Total Capital Costs

17,567

146,940

17,567

17,567

29,690

40,340

433,633

830,607

65,824

60,827

2,093,491

2,129,194

2,356,806

2,373,128

2,375,922

2,390,757

2,015,040

2,258,293

3,059,419

3,114,642

NET CASH FLOWS

44 |

RECOVERABLE EXPENSES

MISCELLANEOUS ASSUMPTIONS MARKET RENTS

RECOVERABLE PROPERTY EXPENSES 2018 Argus Common Area Maintenance 1 Trash - (IronStone Pizzaworks / Chicken Salad Chick) Snow Removal Electrical Repairs & Maintenance Plumbing Repairs/Maintenance Pressure Washing Landscape Contract Grounds Parking Lot Sweeping 1 Trash Removal General Maintenance Fire & Life Safety Pest Control Electricity Water/Sewer TOTAL Common Area Maintenance

2017 Actual

$4,100 $1,000 $6,800 $3,000 $7,000 $43,000 $12,000 $13,000 $4,300 $2,000 $4,000 $1,160 $30,000 $70,000

$0 $153 $6761 $4,771 $3,549 $34,444 $11,434 $12,684 $7,275 $1,971 $3,589 $1,160 $15,933 $61,485

$142,700

$125,952

170,000

$166,864

Real Estate Taxes & Insurance Real Estate Taxes Insurance TOTAL Real Estate Taxes & Insurance Management Fee TOTAL RECOVERABLE EXPENSES

26,000

$22,056

$201,360

$165,209

$75,340

$78,458

$472,700

$432,587

FOOTNOTES TO RECOVERABLE EXPENSES 1. Trash Removal: The decrease in the trash removal expense is due to Chicken Salad Chick and IronStone Pizzaworks sharing a trash container and paying 50% of the expense each beginning in 2018.

ADDITIONAL ASSUMPTIONS

Shop Tenants < 3,200 SF

$28.00 PSF

Shop Tenants > 3,200 SF

$25.00 PSF

Suite 750

$22.00 PSF

Suite 900

$28.00 PSF

PetSmart

$14.00 PSF

Best Buy (Downsize)

$12.00 PSF

Best Buy (Residual Space Backfill)

$15.00 PSF

TENANT IMPROVEMENT ALLOWANCE Shop Tenants

New Tenant: Renewal:

$10.00 PSF $0.00 PSF

Anchors:

New Tenant: Renewal:

$35.00 PSF $0.00 PSF

New Tenant: Renewal:

6.0% 2.0%

LEASING COMMISSIONS All Tenants: LEASE TERM Shop Tenants Petsmart Best Buy (Downsize and Residual Space)

5 Years 10 Years 10 Years

DOWNTIME BETWEEN LEASES Shop Tenants

6 Months

Petsmart

9 Months

Best Buy (Residual Space)

5 Months

OTHER ASSUMPTIONS General Inflation: Market Rent Growth: Tenant Renewal Probability: Capital Reserves: Vacancy Loss: Management Fee:

3.0% per annum 3.0% per annum 75% $0.10 PSF 3.0% no exclusions 3.0% of Effective Gross Revenue

Tenant Options: For the purpose of this Analysis, we have assumed that all Tenants with contractual renewal options will exercise those options throughout the term of the Analysis.

Real Estate Tax Reassessment: A Real Estate Tax Reassessment was not included in the Analysis.

FINANCIAL OVERVIEW

45

TENANT ROSTER 0

0

0 65

75

0 80

90

0

95

00

10

VPD

0

60 0

OMERY

HWY. | 47,990

50

0

100 150 200

MONTG

40 0

30

STE. 100 150 200 300 400 500 600 650 750 800 900 950 1000 TOTAL

TENANT Ironstone Pizzaworks Chicken Salad Chick Best Buy PetSmart Whole Foods Market Sola Salon Nothing Bundt Cakes Market House Available Bella's Bridal & Formal Available Lee Nails & Spa Newk's

LORNA RD. | 36,410 VPD

175,673 SF PROPERTY SIZE

46

96%

OCCUPANCY RATE

126,310 SF

ANCHOR FOOTPRINT

72% / 28%

ANCHOR / TENANT RATIO

SF 3,200 3,200 51,763 24,500 50,047 6,800 2,000 5,115 7,385 12,071 2,529 2,000 5,063 175,673

TRANSACTION GUIDELINES In addition to the limitations outlined herein, the Seller reserves the right to accept or reject any offer at any time and to extend the date for submission of offers for any reason at its sole discretion.

ONLINE DUE DILIGENCE Investors will receive secure access to an on-line document center. The document center contains an electronic form of the Offering Memorandum, ARGUS model, and other pertinent information. If you have difficulty accessing this information, please contact Shea Petrick at 404.942.2223 or spetrick@hfflp.com.

CALL FOR OFFERS Your proposal should be delivered to Jim Hamilton:

By Facsimile:

404.942.2212

By E-mail:

jhamilton@hfflp.com

By Overnight:

Jim Hamilton HFF, LP 3424 Peachtree Rd. NE Suite 1750 Atlanta, GA 30326

FORM OF PROPOSALS Prospective purchasers will be required to submit in writing a detailed, non-binding proposal for the Property (“Proposal”). All Proposals must include the following: • Name of property • Purchase price • Initial deposit and total nonrefundable deposit • Transaction expense responsibility • Contract, due diligence and closing periods • Sources of equity • Detailed description of the principals of the prospective purchaser including, if applicable, each member of a consortium formed for the transaction and the single representative to act on their behalf.

• Anticipated conditions to the execution of the transaction documents including shareholder’s consent and board, regulatory or other approvals.

EXCLUSIVE SALE REPRESENTATIVE For further information, please contact the exclusive sales representative: Jim Hamilton Senior Managing Director T. 404.942.2212 jhamilton@hfflp.com

INVESTMENT SALES JIM HAMILTON Sr. Managing Director 404.942.2212 jhamilton@hfflp.com

SHEA PETRICK Analyst 404.942.2223 spetrick@hfflp.com

BRAD BUCHANAN Director 404.942.3192 bbuchanan@hfflp.com

RYAN STOFFER Analyst 404.942.3188 rstoffer@hfflp.com

MIKE ALLISON Director 404.942.3195 mallison@hfflp.com DEBT CONTACT ED COCO Sr. Managing Director 404.942.2207 ecoco@hfflp.com

Atlanta

New York

Austin

Orange County

Boston

Orlando

Carolinas

Philadelphia

Chicago

Phoenix

Dallas

Pittsburgh

Denver

Portland

Houston

San Diego

Indianapolis

San Francisco

Las Vegas

Seattle

Los Angeles

Tampa

Miami

Washington

New Jersey

London

CONDITIONS OF OFFERING This Offering Memorandum has been prepared by Holliday Fenoglio Fowler, L.P. (“HFF”) for use by a limited number of parties and has been obtained from sources believed reliable. While we do not doubt its accuracy, we have not verified it, and make no guarantee, warranty or representation about it. It is your responsibility to confirm, independently, its accuracy and completeness. All projections have been developed by HFF, L.P. and designated sources, are based upon assumptions relating to the general economy, competition, and other factors beyond the control of HFF, and therefore are subject to variation. No representation is made by HFF, L.P. or Owner as to the accuracy or completeness of the information contained herein, and nothing contained herein is or shall be relied on as a promise or representation as to the future performance of the property. Although the information contained herein is believed to be correct, Owner and its employees disclaim any responsibility for inaccuracies and expect prospective purchasers to exercise independent due diligence in verifying all such information. Further, HFF, L.P., Owner and its employees disclaim any and all liability for representations and warranties, expressed and implied, contained in, or for omissions from, the Offering Memorandum or any other written or oral communication transmitted or made available to the recipient. Past results are not indicative of future performance.

The Offering Memorandum does not constitute a representation that there has been no change in the business or affairs of the property or Owner since the date of preparation of the Offering Memorandum. Analysis and verification of the information contained in the Offering Memorandum is solely the responsibility of the prospective purchaser.

Additional information and an opportunity to inspect the property will be made available upon written request to interested and qualified prospective investors.

Owner and HFF, L.P. each expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers regarding the property and/or terminate discussions with any entity at any time with or without notice. Owner shall have no legal commitment or obligations to any entity reviewing this Offering Memorandum or making an offer to purchase the property unless and until such offer is approved by Owner, a written agreement for the purchase of the property has been fully executed, delivered and approved by Owner and its legal counsel, and any obligations set by Owner thereunder have been satisfied or waived.

This Offering Memorandum and the contents, except such information, which is a matter of public record or is provided in sources available to the public, are of a confidential nature. By accepting this Offering Memorandum, you agree that you will hold and treat it in the strictest confidence, that you will not photocopy or duplicate it, that you will not disclose this Offering Memorandum or any of the contents to any other entity (except to outside advisors retained by you, if necessary, for your determination of whether or not to make a proposal and from whom you have obtained an agreement of confidentiality) without the prior written authorization of Owner or HFF, L.P. and that you will use the information in this Offering Memorandum for the sole purpose of evaluating your interest in the property and you will not use the Offering Memorandum or any of the contents in any fashion or manner detrimental to the interest of Owner or HFF, L.P. If you have no interest in the property, please return the Offering Memorandum forthwith.

Holliday Fenoglio Fowler, L.P. (“HFF”) a Tennessee licensed real estate broker.

Copyright 2018 HFF (Holliday Fenoglio Fowler, L.P.) and HFFS (HFF Securities L.P.) are owned by HFF, Inc. (NYSE: HF). HFF operates out of 26 offices nationwide and is a leading provider of commercial real estate and capital markets services to the U.S. Commercial real estate industry.

HFF together with its affiliate HFFS offer clients a fully integrated national capital markets platform including debt placement, investment sales, equity placement, advisory services, loan sales and commercial loan servicing. For more information please visit hfflp.com or follow HFF on Twitter at twitter.com/hff.

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