A Terminal Transaction

A Terminal Transaction – Exterior Renovation Terminal Tower

A Terminal Transaction – Exterior Renovation A $10B Real Estate Company with a National Footprint

A Terminal Transaction – Exterior Renovation The Union Terminal circa 1930

A Terminal Transaction – Exterior Renovation 34 th Floor Cornice

A Terminal Transaction – Exterior Renovation Floors

A Terminal Transaction – Exterior Renovation The Union Terminal Rehab

A Terminal Transaction – Exterior Renovation

Pic of original ramp Original Ramp Configuration

A Terminal Transaction – Exterior Renovation Without Original Ramps If we had to keep the ramps

A Terminal Transaction – Exterior Renovation Pic of redone ramps with sloping ceilings Reconfigured Ramp

A Terminal Transaction – Exterior Renovation Pics of Interior 7 Interior shots of Retail Center

A Terminal Transaction – Exterior Renovation The Tower Rehab

A Terminal Transaction – Exterior Renovation Somethings Missing

A Terminal Transaction – Exterior Renovation

OUCH!

A Terminal Transaction – Exterior Renovation Before & After with Fiberglass Replacement

A Terminal Transaction – Exterior Renovation 15 th Floor Cornice – Before

A Terminal Transaction – Exterior Renovation Cornice Elements Removed, New Steel

A Terminal Transaction – Exterior Renovation Finished Product. Cornice Elements made of Fiberglass

A Terminal Transaction – Exterior Renovation Challenges DEFINING THE BUILDING FOR SUBSTANTIAL REHABILITATION TEST PURPOSES WORKING AROUND SECURITIZED DEBT ALREADY IN PLACE

A Terminal Transaction – Exterior Renovation Defining the Building Existing complex components owned by different Forest City entities. In 3 dimensions, components jut in and out of the space directly under the office tower. The property master leased to the historic Lessee is only the office tower. Didnt include the mall space in building.

A Terminal Transaction – Exterior Renovation Defining the Building (contd) Definition of the building for Rehab Test purposes cuts off the office tower at ground level. The building for purposes of the test is comprised of all or part of various components. Easements were put in place to permit access through space owned by others to the office tower.

A Terminal Transaction – Exterior Renovation The Debt Securitized debt placed with Bear Stearns. Virtually no wiggle room as to its terms. Loan security cannot be in any way compromised. It took months of back and forth with the servicer to craft a deal. One example: Loan terms require that rent checks from tenants go into a lock-box controlled by the servicer. Servicer would then pull out debt service and remit remaining funds to building management company to pay bills. Lessee must collect the rents, make lease payments, and operate as a legitimate separate entity. Solution was to create additional lock-box at Lessee level.

A Terminal Transaction – Exterior Renovation The Players Developer: Forest City Enterprises, Inc Investor: Morgan Stanley Syndicator: Consortium Structured Investments Developer Counsel: Squire Sanders and Dempsey Lead by Steve Mount Investor Counsel: Nixon Peabody Lead by David Schon and Dan Kolodner Financial Projections: Reznick Group, Inc Lead by Jo Ann Clipp