October 14, 2014 To All Concerned Parties Name of REIT Issuer

Transcription

Translation Purpose Only
October 14, 2014
To All Concerned Parties
Name of REIT Issuer
Hulic Reit, Inc.
2-26-9 Hatchobori, Chuo-ku, Tokyo, Japan
Eiji Tokita, Executive Officer
(TSE Code: 3295)
Contact:
Asset Management Company
Hulic Reit Management Co., Ltd.
Eiji Tokita, Representative Director, President and CEO
Kazukai Chokki, Director, General Manager of Corporate Planning
and Administration Department
Tel: +81-3-6222-7250
Notice Regarding the Acquisition and Leasing of Properties
Hulic Reit Management Co., Ltd. (hereinafter referred to as “Hulic Reit Management”), which is
entrusted with the management of the assets of Hulic Reit, Inc. (hereinafter referred to as “Hulic Reit”),
hereby announces that it has today made the decision to acquire and lease the following properties
(hereinafter referred to as “Anticipated Properties”).
1．Overview of the properties
Category
Property
Retail properties
Tokyo Commercial Properties
Office
properties
Ochanomizu Sola City
Higashi Ueno Building
Office Properties
Subtotal
Shinjuku Gates Building
Yokohama Yamashitacho
Building
Retail Properties
Subtotal
Subtotal
Network
Centers
Next
Generation
Assets
Chiba Network Center
Sapporo Network Center
Keihanna Network
Center
Location
Chiyoda,
Tokyo
Taito,
Tokyo
Anticipated
Acquisition
Date (1)
November
7, 2014
October
16, 2014
Anticipated
Acquisition
Price (millions
of yen) (2)
Seller
22,854 Hulic Co., Ltd. (3)
2,670 - (4)
-
-
25,524 -
Shinjuku,
Tokyo
Yokohama,
Kanagawa
October
16, 2014
October
16, 2014
-
-
10,400 -
-
-
35,924 -
Inzai,
Chiba
Sapporo,
Hokkaido
Kizugawa,
Kyoto
December
16, 2014
December
16, 2014
October
16, 2014
5,550 TMK Sonic Investments 6 (3)
4,850 Hulic Co., Ltd. (3)
7,060 Godo Kaisha NC2 Funding
2,510 Godo Kaisha NC2 Funding
1,250 Hulic Co., Ltd. (3)
Disclaimer: This press release was prepared to notify the general public about Hulic Reit’s acquisition and leasing of
properties and is not intended as a solicitation for investment in Hulic Reit.
1
Next Generation Assets
Subtotal
Total
(1)
(2)
(3)
(4)
-
-
10,820 -
-
-
46,774 -
“Anticipated Acquisition Date” is the anticipated date of acquisition stated in the relevant
purchase and sale agreement. However, the anticipated acquisition date for Ochanomizu Sola
City may change subject to the payment date (hereinafter referred to as “Payment Date”) for
the new investment units described in “Notice Concerning the Issuance of New Investment
Units and Secondary Public Offering” announced today.
"Anticipated Acquisition Price” is the sales price listed in the relevant purchase and sale
agreement for each of the Anticipated Properties, rounded down to the nearest one million
yen. The sales price does not include consumption or local taxes or the costs and expenses
related to the acquisition.
Among the sellers listed above, Hulic Co., Ltd. and TMK Sonic Investments 6 are interested
parties of Hulic Reit Management (as defined in Article 201 of the Act on Investment Trusts
and Investment Corporations (1951 Act No. 198; including subsequent revisions) and Article
123 of the Order for Enforcement of the Act on Investment Trusts and Investment
Corporations (2000 Cabinet Order No. 480; including subsequent revisions)), and fall under
related parties with respect to the Regulations on Transaction with Interested Parties of Hulic
Reit Management.
We have not received consent from the seller of the Higashi Ueno Building, a domestic
company, to disclose its identity. The seller of such property is not a related party of either
Hulic Reit or Hulic Reit Management.
(1)
(2)
(3)
(4)
Execution Date of Purchase and Sale Agreement: October 14, 2014
Anticipated Acquisition Date: Refer to “Anticipated Acquisition Date” in the table above.
Acquired from
: Refer to “4. Overview of Sellers” below.
Acquisition Funds : To be funded from the proceeds from the issuance of new investment units (Note
1) and borrowings (Note 2) resolved at the Hulic Reit’s board of directors
meetings on October 14, 2014, and cash on hand.
(5)
Settlement method : Full payment upon delivery
(6)
NOI (3)
: 2,101 million yen (total for 7 properties)
(Note 1)
For details, refer to “Notice Concerning the Issuance of New Investment Units and
Secondary Public Offering.”
(Note 2)
For details, refer to “Notice concerning the Borrowing of Funds” announced today.
(Note 3)
“NOI” is the net operating income (rounded to the nearest million) of the relevant
property calculated using the direct capitalization method as shown on the relevant
appraisal report.
2．Reason for acquisition and leasing
In accordance with the basic policies of Hulic Reit, the purpose to acquire Anticipated Properties is to
improve the portfolio. Hulic Reit believes that the acquisition of Anticipated Properties, which increases
the portfolio of Hulic Reit to 28 properties and the total (anticipated) acquisition price to 148.2 billion
yen, will promote a diversification of the properties in the portfolio as well as tenants, as well as
improving the stability of cash flow.
Based on the criteria set forth by Hulic Reit for its selection of tenants, market trends are surveyed and
assessed, and appropriate rental conditions are reviewed for individual properties. Additionally, Hulic
Reit maximizes the use of the property management company in selecting superior tenants. When
executing lease agreements with tenants, Hulic Reit Management verifies, in accordance with its internal
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rules, a tenant’s trustworthiness and relationship with any anti-social forces, and tenants are chosen based
on a comprehensive decision on rent levels, the type and term of the lease agreement and the potential for
renewal. The lessees of the Anticipated Properties have been determined to be appropriate based on
Hulic Reit’s criteria for tenant selection.
3．Overview of Anticipated Properties
Individual overviews of each of the Anticipate Properties to be acquired by Hulic Reit can be found in
the tables below (hereinafter referred to as the “Individual Property Tables”). Definitions of the terms
used in the Individual Property Tables are provided below for reference. Please refer to the following
explanations of the terms that are used in the Individual Property Tables. The information included in
each table is as of August 31, 2014, unless otherwise noted.
a. Explanation of the “Overview of Trust Beneficiary Rights” column
The “Trustee,” “Date trust initiated,” and “Expiration date of trust period” list, as of today, the trustee,
date trust initiated, and expiration date of trust period for each of the Acquired Properties at the point of
acquisition.
b. Explanation of the "Nearest station" column
The time required to reach a station on foot appearing in the “Nearest station” column has been
calculated as one minute per 80 meters of distance in accordance with the “Fair Competition Code on
Real Estate Labeling” (Fair Trade Commission Announcement No. 23; 2005) and the “Enforcement
Regulation on the Fair Competition Code on Real Estate Labeling” (Fair Trade Commission Approval
No. 107; 2005).
c. Explanation of the “Address (domicile)” column
The “Address (domicile)” column contains the domicile for each property. In addition, if the domicile is
not indicated, the building address on the registry is given (for those that have multiple addresses, one
address is provided).
d. Explanation of the “Land” column
i)
The “Lot number” column contains information in the land registry.
ii)
The “Building-to-land ratio” and “floor-area ratio” columns contain the quantitative value
(maximum value) stipulated in accordance with the Building Standards Act (1950 Act No. 201;
including subsequent revisions), City Planning Act (1968 Act. No. 100; including subsequent revisions.
Hereinafter, “City Planning Act”) and other relevant laws and ordinances. For certain Anticipated
Properties, certain restrictions or easing of restrictions may be applied to building-to-land ratio and
floor-area ratio.
iii)
The “Zoning” column contains the zoning category from Article 8-1-1 of the City Planning
Act.
iv)
The “Site area” column contains the registered site area, but this may not match actual
conditions. Additionally, site area lists the area of the entire building regardless of whether or not it is
jointly owned.
v)
The “Type of ownership” column contains the type of rights retained or anticipated to be
attained toward each of the Anticipated Properties.
e. Explanation of the “Building” column
i)
The “Completed” column contains the registered completion date of new construction.
ii)
The “Construction” and “Number of floors” column contain the registered information.
iii)
The “Use” column contains the primary registered categories of the building.
iv)
The “Total floor space” column contains the registered total floor space. Additionally, total
floor space lists the floor space of the entire building regardless of whether or not it is jointly owned.
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v)
The “Number of parking spaces” column contains the number of parking spaces located onsite
for each of the Anticipated Properties (including parking spaces located inside the building) as of the
date of this notice. Also in cases of acquiring a stratified ownership or trust co-ownership interest in the
Anticipated Properties, the column contains the total number of parking spaces for the entirety of such
Anticipated Properties.
vi)
The “Type of ownership” column contains the type of rights retained or anticipated to be
attained toward each of the Anticipated Properties.
f. Explanation of the “PM company” column
The “PM company” column contains the property management (PM) company with which a property
management agreement has been concluded and is currently in effect or is anticipated to be executed
for each of the Anticipated Properties.
g. Explanation of the “Master lease company” column
The “Master lease company” column contains the company with which a master lease agreement has
been concluded and is currently in effect or is anticipated to be executed for each of the Anticipated
Properties.
h. Explanation of the “PML value” column
The “PML value” column contains the Probable Maximum Loss (PML) due to an earthquake, and
contains the PML value from the “Report on Earthquake PML Valuation,” which was prepared by
Sompo Japan Nipponkoa Risk Management in October 2014. As part of its due diligence when
acquiring an asset for management, Hulic Reit requested Sompo Japan Nipponkoa Risk Management
Inc. to evaluate earthquake risk analyses. These analyses evaluate a building’s seismic performance
using an independent structural analysis method based on the building’s structural drawings and
structural calculation sheets by comparing the details of the structural calculation sheet and finding the
applicable building’s final earthquake performance metric. The earthquake vulnerability of an
individual building detected through this evaluation is considered when calculating the building’s PML
value from an earthquake, in accordance with the overall evaluation results, including earthquake
hazards and ground conditions.
i. Explanation of the “Lease summary” column
The “Lease summary” column contains details of lease agreements in effect as of August 31, 2014,
unless otherwise noted, for each of the Anticipated Properties, based on quantitative data and
information received from the current owner or current beneficiary rights holder of each of the
Anticipated Properties.
i)
The “Total leasable area” column contains the total floor space for each of the Anticipated
Properties that can be leased based on the building’s lease agreements or the building structural
drawings as of August 31, 2014.
ii)
The “Occupancy rate” column contains the ratio obtained by dividing the leased area of the
Anticipated Properties by the total leasable area. The second decimal place has been rounded down.
The data from this column is based on information as of August 31, 2014.
iii)
The “Main tenant” column provides the name of the tenant with the largest leased space among
the total leased space of each of the Anticipated Properties. For properties with a fixed master lease that
receive predetermined lease payments regardless of fluctuations in the amount of lease payments paid
by the end tenant in their master lease agreement, the name of the master lease company is given.
iv)
The “Number of tenants” column contains the number of tenants for each of the Anticipated
Properties based on the lease agreements for each of the Anticipated Properties as of August 31, 2014.
However, in cases where a master lease agreement has been concluded for Anticipated Properties, for
properties with a pass-through master lease that receive lease payments from end tenants, in principle,
without modification, the total number of end tenants is given, and for properties with a fixed master
lease that receive predetermined lease payments regardless of fluctuations in the amount of lease
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payments paid by the end tenant, the number of tenants as tenants for the master lease only is given.
For these properties, the number of tenants calculated using the number of tenants based on lease
agreements between the master lease company and end tenants is given in parentheses.
v)
The “Total lease income (annualized)” column contains the total lease income shown in lease
agreements related to each of the Anticipated Properties as of August 31, 2014 (limited only to tenants
that have already moved in as of that day) annualized by multiplying the monthly lease income
(including common service fees; limited only to rental fees and excludes storage, signs, and fees for
using parking; does not take into consideration ongoing free rent) by 12 and rounding down to the
nearest million (this is the total amount for those Anticipated Properties for which there are multiple
lease agreements, and does not include consumption tax). In cases where a master lease agreement has
been concluded for the Anticipated Properties, for properties with a pass-through master lease that
receive lease payments from end tenants, the monthly lease income in the lease agreement concluded
with the end tenant is given, and for properties with a fixed master lease that receive predetermined
lease payments regardless of fluctuations in the amount of lease payments paid by the end tenant, the
annualized amount calculated by multiplying each monthly lease income in the master lease agreement
by 12 is given. In addition, the “Total lease income (annualized)” column is left blank in cases where
the end tenant and related parties have not provided consent to disclosure.
vi)
The “Lease and guarantee deposits” column contains the total lease and guarantee deposits
required based on each lease agreement related to each of the Anticipated Properties as of August 31,
2014, rounded down to the nearest million. In cases where a master lease agreement has been
concluded for the Anticipated Properties, the total lease and guarantee deposits in the lease agreement
concluded with the end client rounded down to the nearest one million is given.
The “Lease and guarantee” column is left blank in cases where the end tenant and related parties
have not provided consent to disclosure.
Even if a termination or application for termination is made in accordance with the lease agreement
with the end tenant, in cases where the contract has been carried over as of August 31, 2014, an
agreement with the applicable end tenant is considered to be in existence and the “Occupancy rate,”
“Number of tenants,” “Total lease income (annualized),” and “Lease and guarantee” is given.
j. Explanation of the “Special remarks” column
The “Special remarks” column contains matters considered important for the use or rights related to
each of the Anticipated Properties as well as other matters considered important to impacts on the
Anticipated Properties’ appraisal value, profitability, and marketability (disposability), based, in
principle, on information as of August 31, 2014.
Among the Anticipated Properties, with respect to Ochanomizu Sola City, if Hulic Reit wishes to
dispose of its trust co-ownership interest in the property, Hulic Reit shall provide other co-owners,
including the sponsor, a prior notice that it wishes to dispose of its co-ownership interest, and if no
agreement is reached regarding the purchase of such co-ownership interest within 30 days of the other
co-owners receiving such notice, Hulic Reit shall become a seller under an agreement among the
co-owners which allows for the sale of the co-ownership interest to third parties.
Property
Category
Specified assets category
Anticipated Acquisition Price
Trustee
Date trust initiated
Expiration date of trust period
Nearest Station
Address (domicile)
Tokyo commercial property (office)
Trust beneficiary rights
22,854 million yen
Mizuho Trust & Banking Co., Ltd.
July 31, 2008
March 31, 2024
Shin-Ochanomizu Station on the Tokyo Metro Chiyoda Line, Tokyo
Metro (0-minute walk)
4-6 Kanda Surugadai, Chiyoda-ku, Tokyo
5
Anticipated Acquisition Date
Lot number
Building-to-land ratio
Floor-area ratio
Land
Zoning
Site area
Type of ownership
Completed
Construction
Number of floors
Use
Building
Total floor space
Number of parking
spaces
Type of ownership
Collateral
PM company
Master lease company
Appraisal value
(as of)
Appraisal firm
PML value
Lease summary
Total leasable area
Occupancy rate
Main tenant
Total number of tenants
Total lease income (annualized)
Lease and guarantee deposits
Special remarks
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
November 7, 2014 (Note 1)
4-6-1 Kanda Surugadai, Chiyoda-ku, Tokyo
100% (Note 2)
970% (Note 3)
Commercial area
9,681.02 m2
Proprietary ownership (trust co-ownership interest 13%)
February 2013
S
B2/23F
Office, retail, and parking lot
98,897.25 m2 (Note 4)
248
Proprietary ownership (trust co-ownership interest 13%)
None
Taisei Corporation、Yasuda Real Estate Co., Ltd, and Taisei-Yuraku
Real Estate Co., Ltd.
Taisei Corporation
23,010 million yen (Note 5)
(August 31, 2014)
Japan Real Estate Institute
1.56%
8,341.21 m2 (Note 5)
91.4%
Nippon Paper Industries Co., Ltd.
26 (Note 6)
Superficies right retained by Tokyo Metro Co., Ltd. applies to certain
parts of this property’s land for the purpose of laying subway tracks.
Anticipated acquisition date is subject to change based on the actual Payment Date.
The designated building-to-land ratio of the property is 80%, but because the building is a fire-proof
building located within a fire prevention district, the applicable building-to-land ratio is 100%.
The designated floor-area ratio of the land of the property is regulated to not exceed 600% within
30m of the southwest road and within 20m of the northeast road, and 500% for over 30m from the
southwest road and for over 20m from the northeast road, but because this property has been
designated as a special urban revitalization district, the restrictions on the floor-area ratio has been
eased to 970%.
Total floor space does not include 41.44 m2 of annexed buildings.
Appraisal value and total leasable area are in proportion to the pro rata share of the trust
co-ownership interest (13%) that Hulic Reit intends to acquire.
Total number of tenants contains the number of tenants for all buildings.
6
Property
Category
Trustee
Date Trust Initiated
Nearest Station
Tokyo commercial property (office)
2,670 million yen
Sumitomo Mitsui Trust Bank, Limited
September 5, 2014
October 31, 2024
Shin-okachimachi Station on the Toei Oedo Subway Line and the
Tsukbua Express Line (2-minute walk)
1-7-15 Higashi Ueno, Taito-ku, Tokyo
October 16, 2014
1-15-1 Higashi Ueno, Taito-ku, Tokyo
100% (Note 1)
600%, 500% (Note 2)
Commercial area
689.23 m2
Proprietary ownership
July 1988
RC
8F
Retail, office, and parking lot
3,914.50 m2
Address (domicile)
Lot number
Floor-area ratio
Land
Zoning
Site area
Type of ownership
Completed
Construction
Number of floors
Use
Building
Total floor space
Number of parking
32
spaces
Type of ownership
Collateral
None
PM company
Hulic Co., Ltd.
Hulic Co., Ltd.
Appraisal value
2,740 million yen
(as of)
(August 31, 2014)
Appraisal firm
PML value
6.26%
Lease summary
Total leasable area
3,262.08 m2
Occupancy rate
82.1%
Main tenant
The Tokyo Tomin Bank, Limited
9
Total lease income (annualized) 154 million yen
125 million yen
Special remarks
None
Notes:
(1)
(2)
600% for up to 30m from the south road; 500% for the area beyond that.
7
Property
Category
Trustee
Nearest Station
Tokyo commercial property (retail)
5,550 million yen
Sumitomo Mitsui Trust Bank, Limited
July 30, 2010
October 31, 2024
Shinjuku-sanchome Station on the Tokyo Metro Marunouchi Line and
Fukutoshin Line (1-minute walk)
3-17-2 Shinjuku, Shinjuku-ku, Tokyo
October 16, 2014
3-17-4 Shinjuku, Shinjuku-ku, Tokyo
100% (Note)
800%
Commercial area
250.78 m2
Leasehold interest
June 1983
S/SRC/RC
B1/7F
Retail and office
1,493.90 m2
Address (domicile)
Lot number
Floor-area ratio
Land
Zoning
Site area
Type of ownership
Completed
Construction
Number of floors
Use
Building
Total floor space
Number of parking
spaces
Type of ownership
Collateral
None
PM company
Hulic Co., Ltd.
Hulic Co., Ltd.
Appraisal value
5,600 million yen
(as of)
(August 31, 2014)
Appraisal firm
PML value
7.47%
Lease summary
Total leasable area
1,351.15 m2
Occupancy rate
100.0%
Main tenant
H.I.S. Co., Ltd.
5
175 million yen
Special remarks
None
(Note)
8
Yokohama Yamashitacho Building
Property
Category
Trustee
Nearest Station
Tokyo commercial property (retail)
4,850 million yen
Mitsubishi UFJ Trust and Banking Corporation
September 25, 2013
October 31, 2024
Motomachi-Chukagai Station on the Yokohama Kosoku Tetsudo
Minato Mirai Line (1-minute walk)
36-1 Yamashitacho, Naka-ku, Yokohama-shi, Kanagawa
October 16, 2014
36-1 Yamashitacho, Naka-ku, Yokohama-shi, Kanagawa
100% (Note)
600%
Commercial area
1,350.57 m2
February 1993
RC
B2/7F
Retail
8,583.54 m2
Address (domicile)
Lot number
Floor-area ratio
Land
Zoning
Site area
Type of ownership
Completed
Construction
Number of floors
Use
Building
Total floor space
Number of parking
48
spaces
Type of ownership
Collateral
None
PM company
Hulic Co., Ltd.
Hulic Co., Ltd.
Appraisal value
4,860 million yen
(as of)
(August 31, 2014)
Appraisal firm
PML value
9.42%
Lease summary
Total leasable area
8,958.70 m2
Occupancy rate
100.0%
Main tenant
Barneys Japan K.K.
1
Total lease income (annualized) Lease and guarantee deposits
Special remarks
None
(Note)
9
Property
Category
Next generation asset (network center)
7,060 million yen
Trustee
March 27, 2008
October 31, 2024
Address (domicile)
1-1-1 Muzaigakuendai, Inzai-shi, Chiba
December 16, 2014
Lot number
1-1-1 Muzaigakuendai, Inzai-shi, Chiba
Building-to-land ratio 70% (Note 1)
Floor-area ratio
200%
Land
Zoning
Category 2 residential district
Site area
12,441.19 m2
Type of ownership
Completed
June 1995
Construction
RC
Number of floors
B2/8F
Use
Telecommunications building
Building
Total floor space
23,338 m2 (Note 2)
Number of parking
80
spaces
Type of ownership
Collateral
None
PM company
Hulic Co., Ltd.
Appraisal value
7,090 million yen
(as of)
(August 31, 2014)
Appraisal firm
PML value
5.50%
Lease summary
Total leasable area
23,338.00 m2
Occupancy rate
100.0%
Main tenant
SoftBank Telecom Corp.
1
224 million yen
Special remarks
None
Notes:
(1)
The designated building-to-land ratio for this property is 60%, but because of the added calculation
for being corner lot, the applicable building-to-land ratio is 70%.
(2)
Total floor space does not include 336.34 m2 in annexed buildings.
10
Property
Category
2,510 million yen
Trustee
May 22, 2008
October 31, 2024
Address (domicile)
2 4-1 Kita 9 Jonishi, Kita-ku, Sapporo, Hokkaido
December 16, 2014
Lot number
2 4-1 Kita 9 Jonishi, Kita-ku, Sapporo, Hokkaido
Building-to-land ratio 90% (Note 1)
Floor-area ratio
400%
Land
Zoning
Commercial area
Site area
3,136.45 m2
Type of ownership
Completed
January 2002
Construction
S
Number of floors
5F
Use
Office, telecommunications equipment
Building
Total floor space
9,793.57 m2 (Note 2)
Number of parking
35
spaces
Type of ownership
Collateral
None
PM company
Hulic Co., Ltd.
Appraisal value
2,530 million yen
(as of)
(August 31, 2014)
Appraisal firm
PML value
0.53%
Lease summary
Total leasable area
9,793.57 m2
Occupancy rate
100.0%
Main tenant
1
84 million yen
Special remarks
None
Notes:
(1)
The designated building-to-land ratio for this property is 80%, but because of the added calculation
for being corner lot, the applicable building-to-land ratio is 90%.
(2)
Total floor space does not include 38.54 m2 in annexed buildings.
11
Keihanna Network Center
Property
Category
Trustee
Address (domicile)
Lot number
Floor-area ratio
Land
Zoning
Site area
Type of ownership
Completed
Construction
Number of floors
Use
Building
Total floor space
Number of parking
spaces
Type of ownership
Collateral
PM company
Appraisal value
(as of)
Appraisal firm
PML value
Lease summary
Total leasable area
Occupancy rate
Main tenant
Total lease income (annualized)
Special remarks
1,250 million yen
November 6, 2007
October 31, 2024
113-1 Kumomura Kizu, Kizugawa-shi, Kyoto
October 16, 2014
113-1 Kumomura Kizu, Kizugawa-shi, Kyoto
60%
200%
Semi-industrial area
7,691.62 m2
June 2001
S/RC/S
3F
Office, mechanical room, and garage
9,273.44 m2
6
None
Hulic Co., Ltd.
1,260 million yen
(August 31, 2014)
7.18%
9,273.44 m2
100.0%
1
94 million yen
47 million yen
None
12
4．Overview of the seller
Ochanomizu Sola City, Yokohama Yamashitacho Building, Keihanna Network Center
Name
Hulic Co., Ltd.
Location
7-3 Nihonbashi, Odenmacho, Chuo-ku, Tokyo, Japan
Name and title of
Saburo Nishiura, President and Chief Executive Officer
representative
Business lines
Real estate holding, leasing, sales, and brokerage
Paid-in capital
22,279 million yen (as of June 30, 2014)
Date of incorporation
March 26, 1957
Net assets
169,914 million yen (as of December 31, 2013)
Total assets
700,720 million yen (as of December 31, 2013)
Relationship with Hulic Reit and asset management company
As of August 31, 2014, Hulic Co., Ltd. holds 12.5% of the investment units issued
by Hulic Reit. Additionally, Hulic Co., Ltd. is the parent company (100% ownership
Capital relationship
interest) of Hulic Reit Management, and as such falls under an interested party as
set forth in the Act on Investment Trusts and Investment Corporations.
Personnel
As of today, some employees of Hulic Reit Management are seconded from Hulic
relationship
Co., Ltd.
Hulic Co., Ltd. has entered into a master lease and property management agreement
with Hulic Reit for each Anticipated Property as the trust assignee related to each of
Transactional
the Anticipated Property. In addition, Hulic Co., Ltd. has concluded a sponsor
relationship
support agreement and trademark licensing agreement with Hulic Reit and its asset
management company.
Hulic Co., Ltd. corresponds to a related party of Hulic Reit. In addition, as noted
Applicable status as
above, Hulic Co., Ltd. corresponds to an interested party in accordance with the
a related party
Investment Trust and Investment Corporation Act.
Higashi Ueno Building will be acquired from a domestic company whose identity cannot be disclosed
as Hulic Reit has not obtained consent for the disclosure. As of today, the party from whom the property
will be acquired has no capital, personnel or transactional relationship to be noted between either Hulic
Reit or Hulic Reit Management, and such party is also not a related person of either Hulic Reit or Hulic
Reit Management.
Name
Location
Name and title of
representative
Business lines
Paid-in capital
Net assets
TMK Sonic Investments 6
3-22-10-201 Toranomon, Minato-ku, Tokyo, Japan
Kiyohiko Ide, Director
1. Operations related to assignment of specified assets in accordance with asset
liquidity plans in accordance with laws pertaining to the liquidity of assets, as well
as the management and disposal thereof.
2. Operations incidental to the liquidity of specified assets in the previous
paragraph.
350 million yen (as of September 2014)
March 26, 2010
3,262 million yen (as of June 30, 2014) (Note)
13
Total assets
4,770 million yen (as of June 30, 2014) (Note)
TMK Sonic Investments 6 has no capital relationship to list between itself and either
Hulic Reit or Hulic Reit Management.
Hulic Co., Ltd., the parent company (100% ownership ratio) of Hulic Reit
Management, has made preferred equity investment in TMK Sonic Investments 6.
Personnel
TMK Sonic Investments 6 has no personnel relationship to list between itself and
relationship
either Hulic Reit or Hulic Reit Management.
Transactional
TMK Sonic Investments 6 has no transactional relationship to list between itself and
relationship
Although TMK Sonic Investments 6 does not fall under a related party of either
Hulic Reit or Hulic Reit Management, it does fall under an interested person of
a related party
Hulic Reit Management as set forth in the Investment Trust and Investment
Corporation Act.
Note: Net assets and total assets have been rounded down to the nearest one million yen.
Chiba Network Center, Sapporo Network Center
Name
Godo Kaisha NC2 Funding
Location
1-9-13 Nihonbashihoncho, Chuo-ku, Tokyo, Japan
Name and title of
Godo Kaisha NC2 Funding, Representative Member
representative
Eiji Saito, Executive Officer
Business lines
1. Acquisition, holding, and disposal of real estate trust beneficiary rights
2. Acquisition, holding, disposal, leasing, and management of real estate
3. All operations related or incidental to the preceding item
Paid-in capital
10 million yen (as of September 30, 2014)
November 1, 2009
Net assets
- (Note)
Total assets
- (Note)
Godo Kaisha NC2 Funding has no capital relationship to list between itself and
either Hulic Reit or Hulic Reit Management. Hulic Co., Ltd., the parent company
of and 100% owner of Hulic Reit Management, has made an investment in
anonymous association in Godo Kaisha NC2 Funding.
Personnel
relationship
Transactional
relationship
Godo Kaisha NC2 Funding has no personnel relationship to list between itself and
Godo Kaisha NC2 Funding has no transactional relationship to list between itself
and either Hulic Reit or Hulic Reit Management.
Godo Kaisha NC2 Funding does not fall under a related party of either Hulic Reit or
Hulic Reit Management. In addition, this is a special purpose company in which
a related party
Hulic. Co., Ltd., the parent company and a100% owner of Hulic Reit Management,
has made an investment in anonymous association
Note: Hulic Reit has no obtained the seller’s consent to disclose the information.
5．Transactions with stakeholders
(1) Hulic. Co., Ltd., the parent company of Hulic Reit Management, is the seller of Ochanomizu Sola
City, Yokohama Yamashitacho Building, and Keihannna Network Center, and TMK Sonic
Investments 6, the seller of Shinjuku Gates Building, is a specified subsidiary of Hulic Co., Ltd.,
14
the parent company of Hulic Reit Management. These sellers correspond to an interested party as
stipulated in the Investment Trust and Investment Corporation Act (1951 Act No. 198; including
subsequent revisions) and the Enforcement Ordinance on the Investment Trust and Investment
Corporation Act (2000 Cabinet Order No. 480; including subsequent revisions) and also
corresponds to an interested party according to the asset management company’s Regulations on
Transactions with Interested Parties. As a result, the decision-making procedures stipulated in the
asset management company’s Regulations on Transactions with Interested Parties has been carried
out between the asset management company and both Hulic Co., Ltd. and TMK Sonic Investments
6 for transactions involving the acquisition of each of the Anticipated Properties.
(2) Hulic Reit Management Co., Ltd. has carried out the decision-making procedures stipulated in the
Regulations on Transactions with Interested Parties for causing the trustee of the Anticipated
Properties to execute the master lease and property management agreement with Hulic Co., Ltd.,
with respect to Higashi Ueno Building and Shinjuku Gates Building, and for causing the trustee of
the Anticipated Properties to execute the property management agreement with Hulic Co., Ltd.
with respect to Chiba Network Center, Sapporo Network Center, and Keihanna Network Center.
(3) Hulic Build Co., Ltd., the intermediary of Chiba Network Center and Sapporo Network Center as
noted in “7. Overview of the intermediary" below, corresponds to an interested party under the
Regulations on Transactions with Interested Parties, and therefore Hulic Reit Management has
carried out the decision-making procedures stipulated in the Regulations on Transactions with
Interested Parties.
6．Status of the property acquirer
The acquisition of properties from persons with a special vested interest is as follows. The table
below contains the (1) name of the company/person, (2) relationship with the person with a special
vested interest, and (3) background/reason for the acquisition, among other information.
Property name
(Address)
Previous owner/trustee
(1), (2), (3)
Acquisition (Transfer) Price
Acquisition (Transfer)
Timing
Ochanomizu Sola
1 Hulic Co., Ltd.
City
(2) Parent company of Hulic
4-6 Kanda Surugadai, Reit Management
Chiyoda-ku, Tokyo
(3) Background and reason
for acquisition
(1) This property was
jointly
developed
by
investors in the TMK,
including Hulic Co., Ltd.,
and trust co-ownership
interest (Note) was acquired
corresponding to the ratio of
investment.
(2) Hulic Co., Ltd. is
benefitting from the sale of a
portion
of
its
trust
beneficiary rights to Hulic
Reit.
Amount equivalent to
Second previous
Third previous
owner/trustee
owner/trustee
(1), (2), (3)
(1), (2), (3)
Acquisition (Transfer) Price Acquisition (Transfer) Price
Timing
Timing
1 Surugadai Development (Land) Excluding those with
a special vested interest
TMK
(2) Equity-method affiliated (Building) None
of Hulic Co., Ltd., parent
company of Hulic Reit
Management
3 (Land)
Acquired
for
investment
management
purposes
(Building) Development
Omitted, as held for over
-
15
Property name
(Address)
Shinjuku Gates
Building
3-17-2 Shinjuku,
Shinjuku-ku, Tokyo
Yokohama
Yamashitacho
Building
36-1 Yamashitacho,
Naka-ku,
Yokohama-shi,
Kanagawa
Second previous
owner/trustee
development costs
one year
July 2014
1 TMK Sonic Investments Excluding those with
special vested interest
6
(2) Specified subsidiary of
Hulic Co., Ltd., parent
company of Hulic Reit
Management
(3) Acquired for investment
management purposes
Omitted, as held for over
one year
July 2012
Excluding those with
1 Hulic Co., Ltd.
(2) Parent company of Hulic special vested interest
Reit Management
management purposes
4,750 million yen
September 2014
Third previous
owner/trustee
Previous owner/trustee
a
-
-
a
-
-
Keihanna Network
Center
113-1 Kumomura
Kizu, Kizugawa-shi,
Kyoto
(1) Hulic Co., Ltd.
Excluding those with a
(2) Parent company of Hulic special vested interest
Reit Management
management purposes
1,038 million yen
January 2014
Note: The amount of investment corresponding to the trust co-ownership interest acquired by Hulic Co., Ltd.
is equivalent to the development costs.
7．Overview of intermediary
An overview of the intermediary for Chiba Network Center and Sapporo Network Center is as follows.
Overview of intermediary
1 Company name
(2) Location
(3) Name and title
representative
(4)
Business lines
Hulic Build Co., Ltd.
6-7 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan
of
Masahiko Chiba, Representative Director
1． Operation, management, and administration of parking lots
2． Contracting of advertisements and promotions, outsourcing of
advertisements
3． Possession, purchase and sale, leasing, and management of real estate
4． Purchase and sale, rental, brokerage, and consulting operations for real
estate
5． Type II Financial Instruments Business
6． Contracting, planning, design, supervisory, surveying, and consulting
operations for architecture
16
5
6
(7)
7． Contracting of civil engineering
Paid-in capital
90 million yen
April 2, 2001
Hulic Build Co., Ltd. has no capital relationship to list between itself and
either Hulic Reit or Hulic Reit Management. Hulic Build Co., Ltd. is a
100% subsidiary of Hulic Co., Ltd., and corresponds to an interested party.
Hulic Build Co., Ltd. has no personnel relationship to list between itself and
either Hulic Reit or Hulic Reit Management. In addition, there are no
Personnel relationship
notable personnel relationships between persons related to or affiliated
companies of Hulic Build Co., Ltd. and those of either Hulic Reit or Hulic
Reit Management.
For the fiscal period ended August 31, 2014, Hulic Build Co., Ltd. and Hulic
Reit had transactions related to repair works for the properties owned by
Hulic Reit. In addition, Hulic Build Co., Ltd. and Hulic Reit Management had
Transactional
transactions, such as those related to repair works and fixtures and fittings, for
relationship
the office building that Hulic Reit and Hulic Reit Management are in. There
are no notable transactional relationships between persons related to or
affiliated companies of Hulic Build Co., Ltd. and those of either Hulic Reit or
Hulic Reit Management.
Although Hulic Build Co., Ltd. does not fall under a related party of either
Applicable status as a
Hulic Reit or Hulic Reit Management, it does fall under an interested person
related party
as noted above.
(2) Amount of fees for intermediary
287 million yen (excluding consumption tax and local consumption tax)
8．Acquisition schedule
Property
Acquisition
Decision
Date
Execution
Date of
Purchase
and Sale
Agreement
Payment Date
Anticipated
Acquisition Date
November 7, 2014
November 7, 2014
(Note)
October 16, 2014
October 16, 2014
October 16, 2014
October 16, 2014
October 14,
October 14,
Yokohama Yamashitacho
2014
2014
October 16, 2014
October 16, 2014
Building
December 16, 2014
December 16, 2014
December 16, 2014
December 16, 2014
October 16, 2014
October 16, 2014
Note:
The settlement and anticipated acquisition date of Ochanomizu Sola City is subject to change based
on the actual Payment Date
17
9．Items related to forward commitment
(1) Anticipated Properties that fall under forward commitment (Note)
Execution Date of Purchase
Property
and Sale Agreement
October 14, 2014
December 16, 2014
Note:
“Forward commitment” means purchase and sales agreements in which settlement and the transfer of
a property takes place one month or more after the execution date of the purchase and sale agreement,
as well as similar agreements.
(2) Effect on finances of Hulic Reit when forward commitment cannot be fulfilled
Under the Trust Beneficiary Interest Purchase and Sale Agreement (the “Agreement”) for Chiba
Network Center and Sapporo Network Center, if either Hulic Reit or the seller breaches the
provisions of the Agreement, the other party may terminate the Agreement and request, as a penalty,
an amount equivalent to 20% of the sales price of the trust beneficiary interests under such
terminated Agreement.
However, the purchase and sale of the relevant Anticipated Property as set forth in the Agreement
includes a covenant whereby the completion of the procurement of necessary funds is a condition
precedent for Hulic Reit's acquisition of such Anticipated Property. As such, if Hulic Reit cannot
procure the funds for acquisition, the Agreement may be terminated, and Hulic Reit will have no
obligation to pay the seller any penalty for the cancellation or termination of the Agreement, except
in cases where the cancellation or termination is attributable to Hulic Reit.
10．Future outlook
Please refer to the “Notice Concerning Revision to the Forecasts of Financial Results for the Fiscal
Period Ending February 28, 2015 and Announcement of Forecasts of Financial Results for the Fiscal
Period Ending August 31, 2015” announced today for more information about forecasts for financial
results for the fiscal period ending February 28, 2015 (September 1, 2014 to February 28, 2015) and
the fiscal period ending August 31, 2015 (November 7, 2015 to August 31, 2015) in light of the
acquisition of Anticipated Properties.
This press release distributed to:
The Tokyo Stock Exchange Press Club (Kabuto Club), Ministry of Land, Infrastructure, Transport and Tourism
(MLIT) Press Club and MLIT Press Club for Construction Publications
Attachments
Reference Attachment 1 Overview of Appraisal Report
Reference Attachment 2 Overview of Building Inspection Report
Reference Attachment 3 Portfolio List after Acquiring the Anticipated Properties
18
Attachments
Reference Attachment 1 Overview of Appraisal Report
Value
indicated by
cost
approach
(millions of
yen)
Direct
capitalization
price
Japan Real
Estate Institute
23,010
18,720
23,270
3.9
22,750
3.6
4.0
894
3.9
Japan Real
Estate Institute
2,740
2,300
2,780
4.6
2,700
4.4
4.8
133
5.0
Subtotal
-
25,750
21,020
26,050
-
25,450
-
-
1,027
4.0
Shinjuku Gates
Building
Yokohama
Yamashitacho
Building
Japan Real
Estate Institute
5,600
5,160
5,710
4.0
5,480
3.6
4.2
227
4.1
Japan Real
Estate Institute
4,860
3,220
4,910
5.2
4,810
5.0
5.4
257
5.3
Subtotal
-
10,460
8,380
10,620
-
10,290
-
-
484
4.7
-
36,210
29,400
36,670
-
35,740
-
-
1,511
4.2
Chiba Network
Center
Japan Real
Estate Institute
7,090
4,800
7,130
5.3
7,040
5.1
5.5
379
5.4
Sapporo
Network Center
Japan Real
Estate Institute
2,530
2,300
2,540
5.4
2,520
5.2
5.6
139
5.5
Keihanna
Network Center
Japan Real
Estate Institute
1,260
1,220
1,260
5.7
1,250
5.5
5.9
72
5.8
Next Generation
Assets Subtotal
-
10,880
8,320
10,930
-
10,810
-
-
590
5.5
Total
-
47,090
37,720
47,600
-
46,550
-
-
2,101
4.5
Category
Property
Office properties
Retail properties
Ochanomizu
Sola City (Note
4)
Higashi Ueno
Building
Tokyo Commercial
Properties Subtotal
Network Centers
Next Generation
Assets
(1)
(2)
(3)
(4)
Value indicated by income approach (millions of yen)
Appraisal
value
(millions of
yen) (Note 1)
Appraisal company
Cap rate
(%)
DCF price
Discount
rate (%)
Terminal
cap rate
(%)
NOI
(Note 2)
NOI yield
(%) (Note
3)
Values as of August 31, 2014.
“NOI” contains the net operating income rounded off to the nearest million for properties calculated
using the direct capitalization price method shown on the appraisal report. NOI represents income
prior to depreciation and differs from Net Cash Flow (NCF), which adds operating income including
deposits and subtracts capital expenditures from NOI.
“NOI yield” contains NOI divided by the anticipated acquisition price rounded to the second decimal
place. This figure has been calculated by the asset management company and is not found on the real
estate appraisal report.
Figures for Ochanomizu Sola City are in proportion to the pro rata share of the trust co-ownership
interest (13%) that Hulic Rent intends to acquire.
19
Reference Attachment 2
Property
Overview of Building Inspection Report
Inspection company
Inspection performed
on
Cost of
urgent/short-term
repairs
(millions of yen)
(Note 1)
Cost of
long-term
repairs
(millions of
yen)
(Note 2)
Ochanomizu Sola City (Note 3)
ERI SOLUTION CO., LTD.
September 2014
0
6
August 2014
0
12
September 2014
0
2
Tokyo Bldg-Tech Center Co., Ltd.
September 2014
0
10
September 2014
0
8
September 2014
0
4
NIPPON KANZAI Co., Ltd.
September 2014
0
2
(1)
(2)
(3)
“Cost of urgent/short-term repairs” contains the cost of updating work and urgent repairs generally
required within one year as shown on the Building Inspection Report.
“Cost of long-term repairs” contains the average annual amount rounded to the nearest million yen for
the costs appearing on the Building Inspection Report as updating work forecast over the next 12-year
period.
The cost of urgent/short-term as well as long-term repairs for Ochanomizu Sola City is in proportion
to the pro rata share of the trust co-ownership interest (13%) that Hulic Rent intends to acquire.
20
Reference Attachment 3
Category
Portfolio List after Acquiring the Anticipated Properties
Property
Hulic Kamiyacho Building
Hulic Kudan Building (Land)
Toranomon First Garden
Rapiros Roppongi
Office properties
Hulic Takadanobaba Building
Hulic Kanda Building
Hulic Kandabashi Building
Hulic Kakigaracho Building
Subtotal
Oimachi Redevelopment Building (#2)
Oimachi Redevelopment Building (#1)
Retail properties
Dining Square Akihabara Building
Hulic Jingumae Building
Subtotal
Tokyo Commercial Properties Subtotal
Private nursing homes
Next Generation Assets
Aria Matsubara
Trust Garden Yoganomori
Trust Garden Sakurashimachi
Trust Garden Suginami Miyamae
Subtotal
Location
Minato Ward,
Tokyo
Chiyoda Ward,
Tokyo
Minato Ward,
Tokyo
Minato Ward,
Tokyo
Toshima Ward,
Tokyo
Chiyoda Ward,
Tokyo
Chiyoda Ward,
Tokyo
Chuo Ward,
Tokyo
Chiyoda Ward,
Tokyo
Taito Ward,
Tokyo
(Anticipated)
Acquisition
(million yen)
(Note 1)
20,100 (Note
4)
Investment
ratio (%)
(Note 2)
(Anticipated)
acquisition date
(Note 3)
13.6
February 7, 2014
7.5
February 7, 2014
5.8
February 7, 2014
3.5
February 7, 2014
3,900
2.6
February 7, 2014
3,780
2.6
February 7, 2014
2,500
1.7
February 7, 2014
2,210
1.5
February 7, 2014
22,854 (Note
4)
15.4
November 7, 2014
(Note 5)
2,670
1.8
October 16, 2014
82,897
55.9
-
9,456
6.4
February 7, 2014
6,166 (Note
4)
4.2
February 7, 2014
3,200
2.2
February 7, 2014
2,660
1.8
February 7, 2014
5,550
3.7
October 16, 2014
4,850
3.3
October 16, 2014
-
31,882
21.5
-
-
114,779
77.5
-
3,244
2.2
February 7, 2014
5,390
3.6
February 7, 2014
2,850
1.9
February 7, 2014
2,760
1.9
February 7, 2014
14,244
9.6
-
Shinagawa
Ward, Tokyo
Shinagawa
Ward, Tokyo
Chiyoda Ward,
Tokyo
Shibuya Ward,
Tokyo
Shinjuku Ward,
Tokyo
Yokohama
City,
Kanagawa
Setagaya Ward,
Tokyo
Setagaya Ward,
Tokyo
Setagaya Ward,
Tokyo
Suginami
Ward, Tokyo
-
11,100
8,623 (Note
4)
5,160 (Note
4)
21
Ikebukuro Network Center
Tabata Network Center
Hiroshima Network Center
Network Centers
Atsuta Network Center
Nagano Network Center
Subtotal
Next Generation Properties Subtotal
Total
(1)
(2)
(3)
(4)
(5)
Toshima Ward,
Tokyo
Kita Ward,
Tokyo
Hiroshima
City,
Hiroshima
Prefecture
Nagoya City,
Aichi
Prefecture
Nagano City,
Nagano
Prefecture
4,570
3.1
February 7, 2014
1,355
0.9
February 7, 2014
1,080
0.7
February 7, 2014
1,015
0.7
February 7, 2014
305
0.2
February 7, 2014
7,060
4.8
December 16, 2014
2,510
1.7
December 16, 2014
1,250
0.8
October 16, 2014
-
19,145
12.9
-
-
33,389
22.5
-
-
148,168
100.0
-
Inzai, Chiba
Sapporo,
Hokkaido
Kizugawa,
Kyoto
"(Anticipated) Acquisition Price” lists the acquisition price listed in the relevant purchase and sale
agreement for each of the properties, rounded to the nearest one million yen. The acquisition price
does not include consumption or local taxes or the costs and expenses related to the acquisition.
“Investment ratio” contains the percentage of the (anticipated) acquisition price of each acquired asset
and each of the Anticipated Properties compared to the total (anticipated) acquisition price rounded to
the second decimal place.
“(Anticipated) Acquisition date” contains the acquisition date stated in the purchase and sale
agreement.
The (anticipated) acquisition price of Hulic Kamiyacho Building, Toranomon First Garden, Rapiros
Roppongi and Oimachi Redevelopment Building (#1), and Ochanomizu Sola City contains the
amount equivalent to the ownership interest in each property acquired by Hulic Reit.
The anticipated acquisition date for Ochanomizu Sola City is subject to change based on the
actual Payment Date.
22

October 14, 2014 To All Concerned Parties Name of REIT Issuer

Transcription

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