The Breakers Long Beach

LO N G B E AC H

a Berkshire Hathaway and Jefferies Financial Group company

F I N A N C I N G

R E Q U E S T

Contents 3 12 20 28 34

BERKADIA MORTGAGE BANKING TEAM MATT RAPTOSH

Director 215.328.1318 Matt.Raptosh@Berkadia.com

CONNOR WIMSATT

Associate Director 240.204.5138 Connor.Wimsatt@Berkadia.com

Introduction

ExecutiveSummary Request for Financing Property Summary Area Overview

Introduction Pacific6, an investment and development group comprised of 6 individuals local to Long Beach, is currently in the process of redeveloping the iconic Breakers Hotel.

The Breakers is a timeless feature of the Long Beach skyline, an irresistible, historic landmark with a character and soul that cannot be replaced. Once the most soughtafter destination in Southern California for celebrities and dignitaries, the Hotel had fallen into relative obscurity. Now, in line with the city’s latest revival, the building is being fully restored as an emblematic symbol of former glory, while being readied to meet the demands of an exciting future. Pacific6 is very proud to be part of the historic

$150M+

renovation will transform The Breakers into the most upscale hotel in Long Beach

past, exciting present and limitless future of the City’s Downtown and Waterfront.

The roughly $150 million renovation will transform the Breakers into the most upscale hotel in Long Beach. Designed to the standards and amenities for a AAA Four-Diamond Rating, the Breakers Hotel & Spa will be a mix of classic elegance and contemporary styling with exceptional modern amenities, paying tribute to this rich history while ensuring its lasting legacy for generations to come. Also, with the immediate adjacency to the Long Beach Convention Center, it is paramount that conventioneers have a luxury hotel option within a short walk to the Center for the city to effectively compete with other first-class destinations.

Having lived in Long Beach most of their lives, the principals of Pacific6 have seen the city’s transformation first-hand and are proud of their long-standing connections to this community. The Sponsors have assembled a world-class team of architects and designers to develop a stunning luxury hotel at this key site for the city. The hotel management and operations team assembled for this project has a long and successful history in properly operating luxury hotels, and their goal is to become the employer of choice for anyone passionate about hospitality, food & beverage, and entertainment.

The renovation of the Breakers Hotel & Spa will be a major economic benefit to Long Beach; once opened, the hotel will provide employment to over 230 hospitality professionals and will feature venues where other local businesses will be able to provide services.

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History

1925

Construction began on the iconic property in 1925, led by Long Beach banker Fred B. Dunn. Opened in September of 1926, the Breaker’s 15-story tower was instantly a defining piece of the Long Beach skyline, and the hotel was quickly promoted as one of the finest luxury resorts in Southern California. One of the hotel's unusual features was the availability of radio broadcasts in each guest room. An October 1926 article in the Los Angeles Times described the "outstanding" in-room entertainment feature as follows: “Each room in the new hostelry has four radio jets, each connecting with the radioreceiving room in the tower. By plugging in on any of these four jets, programs from broadcasting stations are heard ... If there is a particular program on the air which a guest particularly desires to hear, it is only necessary to phone the receiving room and the operator will tune it in.”

The hotel was sold by Mr. Dunn to a group of local investors with plans to extensively remodel. However, soon thereafter California saw the onset of the Great Depression in 1929 and the Long Beach Earthquake in 1933, both of which contributed to the Breakers’ bankruptcy. Despite only causing minor damage to the Hotel, the earthquake caused over 100 deaths and widespread destruction to surrounding areas of the city, effectively crippling Long Beach’s tourism industry.

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Hilton sold the Breakers in 1947 to a man named Fred Fishman, who rebranded the hotel as the “Wilton Hotel”, likely to continue public association with the Hilton name. Over the next 20 years, the property changed hands several times and fell into JOHN WAYNE

financial distress yet again, until it was closed for 3 years after an acquisition in 1964 to convert the structure into a retirement hotel. It was at this time that the building was infamously referred to as “the West Coast’s largest pigeon roost”.

ELIZABETH TAYLOR

Then in 1938, the property was purchased by Conrad Hilton at a reported cost of just $150,000 and $35,000 in back taxes. The Breakers became the 8th hotel in the Hilton chain and the first on the west coast. Hilton spent another $200,000 on renovations, which included converting the penthouse into the now famous Sky Room restaurant. The venue quickly became one of the most popular and star-studded spots in Southern California, frequently hosting movie stars such as John Wayne, Clark Gable, Cary Grant, and Elizabeth Taylor.

During WWII, the Sky Room became the official Airwatch Headquarters for Long Beach Harbor due to its vantage over the Pacific Ocean.

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The property reopened in 1967 as a combination of a permanent retirement hotel and a transient hotel mostly for overnight guests. After several more sales and renovations, the building was converted back into a Hotel in 1986, reverting back to a more classic, art deco style. Unfortunately, the Breakers failed to reach profitability and was again closed in January of 1988. Fortunately, in the following year the site was designated a Long Beach Historic Landmark despite being vacant. This title would require approval from the Cultural Heritage Commission before making any major changes to the building’s appearance.

The Property was then purchased by Ocean Boulevard Associates and received $23 million in earthquake retrofitting and restoring its 1920’s-style Romanesque architecture from its new ownership, reopening yet again in November of 1990 as an assisted living facility. In 1997, Conrad Hilton’s Sky Room was restored and opened to the public again as a restaurant with a focus on the stunning, 360-degree views, an “ultra-retro menu”, and live swing and jazz music. The restaurant remained, but the assisted facility closed in 2015 after losing its license to operate.

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Enter Pacific6, an investment and development partnership helmed by a team of committed Long Beach locals, assembled and led by businessman and philanthropist John Molina, former CFO of Molina Healthcare (NYSE: MOH). Pacific6 purchased the vacant building in 2017 and has made public their plans to fully restore the Breakers to its former glory, operating the property as a 185-room luxury, boutique hotel. The nearly 100-year history of the Breakers Hotel tells an incredible and iconic story; under the expert direction of Pacific6, its future promises to be just as extraordinary.

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Ownership Group Pacific6 is a Long Beach, California-based investment and development partnership devoted to reinvesting and transforming the community of Long Beach. Extremely well-capitalized and boasting decades of combined development experience, the partnership’s six founders are actively identifying, investing, and intimately involved in inspiring ventures, both for-profit and nonprofit, that offer unique potential to positively impact the people and communities in which they are located - either economically, socially, or both.

The Pacific6 founding partners’ backgrounds include healthcare, financial services, risk management, real estate development, human resources, legal affairs, team deployment, and media & marketing development spanning from a Fortune 200 to small, independent companies. This enables the partnership to look across a broad spectrum of business opportunities and determine the best fit for our mission and motivation. Their goal is to utilize the best ideas, resources, people, and practices to create the right environment for sustained success.

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Management Company Argeo Hospitality offers the resources and expertise of the hospitality industry’s foremost consultant, Anthony Melchiorri, to assist owners and developers in achieving their business goals. Argeo specializes in developing personalized solutions unique to each business, and their distinctive approach aims to help overcome obstacles, grow businesses, reposition branding, or expand to a larger market.

Argeo believes that every problem is merely a hurdle that can be overcome with the right strategy and expertise.

Something new and exciting always starts with a vision that inspires others to follow. Argeo Hospitality believes strongly in the projects it undertakes and will work hand in hand with owners to ensure their success, primarily by identifying and developing a particular concept and then helping to implement it. Argeo believes that hospitality branding in essence is a calling card, it is the reason a guest will choose where they stay. Crafting a hotel’s identity and mission is paramount to successfully realizing a vision. Argeo is an industry leader at effectively communicating a project’s character, clarifying each hotel’s branding, and executing the vision of every business with which they work, through carefully crafted strategies that include public relations, printed and digital marketing and media, interior and exterior advertisement, website design, competition analysis, and a strong adherence to guest-services touch points.

Argeo has assembled a team of industry leaders with generations of combined experience in hotel operations and development.

Helmed by Anthony Melchiorri, hospitality specialist and host of the Travel Channel’s show Hotel Impossible, Argeo leverages the expertise of each of its members to cover every corner of the hotel business to deliver success and profitability for each of its clients.

Anthony Melchiorri Over thirty years of hospitality experience combined with a signature no-nonsense approach to business and an unstoppable drive, led Anthony Melchiorri to become the creator and host of Travel Channel’s Hotel Impossible, Five Star Secrets, and Extreme Hotels, and founder of Argeo Hospitality and Hospitality Success by Anthony Melchiorri. Anthony has an innate ability to quickly assess any situation and create, develop, and implement a customized strategy to enhance profitability and elevate the guest experience. With extensive experience in opening, renovating, repositioning and transforming properties such as the iconic Algonquin Hotel and Lucerne Hotel in New York City, Nickelodeon Hotel and Resort Orlando, the former Embassy Suites in Times Square and over 100 properties featured on Hotel Impossible.

As the first Vice President of Asset Management for Tishman Hotels Anthony was responsible for over a billion dollars’ worth of assets. He oversaw a $15 million roof-to-basement renovation completed in just 29 days as the General Manager of the Algonquin Hotel regaining the hotel’s Michelin rating and orchestrating memorable publicity campaigns such as the $10,000 martini.

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Jeremy Pinkerton Jeremy Pinkerton has over twenty years of experience in revenue management. She has worked in domestic and international markets including brands such as The Waldorf-Astoria, Hilton, Marriott/Starwood, Hyatt, IHG, Wyndham, Choice, Radisson, as well as Independent Hotels. In 2019 Jeremy, with her partner Anthony, founded Hospitality Success by Anthony Melchiorri.

Jeremy’s experience includes extensive revenue management and developing effective strategies to maximize room revenue, food and beverage outlets, and catering revenue streams. She has a Bachelor of Science degree in Hotel Restaurant Administration from Oklahoma State University. Jeremy completed her MBA from Metropolitan College of New York which included a study abroad program in Europe. Jeremy was a Rising Star Award recipient from Oklahoma State University and also received revenue management awards for the annual #1 Revenue Management Team for Hilton Hotels and the Waldorf-Astoria Team Impact Award.

Kimberly Christner As President and CEO of Cornerstone Hospitality, Kimberly oversees the operations, development, management, and financials of the firm’s portfolio. This portfolio has grown from a company of two hotels to a group of both owned and managed properties, both open and in construction, totaling 18 hotels, 15 food and beverage outlets and banquet venues. Prior to developing Cornerstone Hospitality in 2012, Kimberly worked for Beck Company for more than 19 years and led the company as CEO for the last five years of her tenue with the company. While in this position, she participated in the construction and opening process of four new hotels, renovation of three and daily operation of 11 hotels.

Securing a reputation as experienced operator and developer of successful small boutique and independent hotels, such as the Craddock Terry Hotel in Lynchburg, Virginia, Cornerstone Hospitality has been asked to perform numerous due diligence and market studies of historic buildings for repurposing as hotels by both private individuals as well as town and city leaders. Christner earned her Bachelor of Business Administration Degree from St. Leo University and several Executive Education certifications from the School of Hotel Administration at Cornell. In 2011, she was the American Hotel & Lodging Association State Leadership Award Recipient and in 2012 was awarded the Virginia Hotel and Travel Association’s Hotelier of the Year award. She has served in leadership roles on numerous boards and committees for both civic and professional organizations including VHTA, Rotary International, the YMCA, Proclaiming Grace Ministries and city and state tourism boards.

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Shannon McCallum As Vice President of Hospitality for Volan Technology, Shannon McCallum is responsible for leading the company’s Hospitality Division. She maintains exceptional business standards for client experience, talent development, sales and financial performance, while building strong and lasting relationships with Volan’s partners, associates and management teams. Through a blend of culture and business philosophies, she ensures unparalleled customer service for those seeking to utilize the company’s unprecedented solutions for workplace and school safety.

McCallum brings more than 30 years of experience in the hospitality industry throughout the U.S. and Canada with some of the industry’s largest and most respected brands.

She most recently served as Vice President of Operations for both ARIA Resort & Casino and Vdara Hotel & Spa as part of her nearly ten years with MGM Resorts International in Las Vegas. Her daily duties included overseeing more than 20 departments and ensuring the highest level of service was maintained throughout the 5,000+ rooms and suites that were under her purview. McCallum also spent 15 years with Fairmont Hotels and Resorts in several management and executive roles with the world-renowned luxury brand.

Rose Genovese Following an expansive career in hospitality Sales and Marketing, in January of 2019, Rose Genovese formed RG Hospitality Solutions providing a full range of sales and marketing services to travel sector clients. Expertise includes working closely with management teams, owners, and asset managers to deliver insightful strategic plans, complete operational assessments, transform underperforming assets, prepare for brand repositioning’s, and hire the most talented staff in the industry.

As a 30-year veteran in the hospitality industry, Rose Genovese brings deep global experience from senior management positions held with such prestigious brands including Hyatt, Le Meridien, Regent International, Langham, and One&Only. As well, Rose brings a diverse perspective from single property, regional and corporate disciplines, independents, and small luxury brands alike. In addition to providing a strategic planning acumen, she has led multiple property transitions, takeovers, rebranding’s, repositioning’s, and openings including The Regent Wall Street and The Langham Chicago.

Joe Isidori New Yorker Joe Isidori is a third-generation chef, who grew up cooking alongside his father and grandmother and attended school at the Culinary Institute of America. After graduation, Joe was appointed chef de cuisine at Nemo Restaurant in Miami Beach and spent four formative years with his mentors, Michael Schwartz and master sushi chef Shingo Inoue. From there, Isidori became executive chef of Mar-a-Lago and Trump International Hotels overseeing dining concepts in Chicago and Las Vegas, including DJT, where he earned a StarChefs Rising Stars Award in 2008 and Michelin Star in 2009. During this time Isidori developed his passion for locally sourced ingredients and regional farming. Chef Joe Isidori is currently a partner at Serendipity where he is responsible for overseeing multiple dining concepts rolling out over the next few years.

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Executive Summary

In November of 2017, Breakers Development LLC, an affiliate of Pacific6 Enterprises, purchased the Breakers building with

the intent of returning it to its original use as a Hotel. It will be the only luxury resort and spa in the city of Long Beach. The nearly 100-year-old structure is a major skyline highlight for the area, and as such deserves to be fully restored to its former glory. While the interior of the hotel is undergoing modernization and refurbishment, the exterior is remaining largely untouched; this is not only an aesthetic decision, but a necessity.

Changes to historic landmarks, as the Breakers was so designated in 1989, need to be approved by the Long Beach Cultural Heritage Commission (CHC), which reviews all design changes to Long Beach’s historic neighborhoods. The commission has worked with Pacific6 to approve the hotel’s biggest exterior change: an additional elevator on the eastern side of the building, one large enough to comply with standards of the ADA. Pacific6 began the redevelopment work in June of 2018, and to date, approximately $82.75 million has been spent of the total estimated cost of $151 million (~54.8%). Of this figure, $62.75 million has been funded by sponsorship contributed equity and only $20 million has been debt, in the form of a bridge loan. Currently, Pacifc6 is seeking capital partners to help finance the remainder of the project’s work and replace the existing creditor. The Breakers Hotel is set to debut in the Spring/Summer of 2022.

Two feasibility studies were conducted to identify the best product placement for this asset, which included a full restoration to ensure the inclusion of the Breakers Hotel in the National Historical Registry. The hotel consultants concluded that, while the cost of renovation is very high, the hotel would be profitable provided that a number of requirements were met.

Pacific6 acquires the historic Breakers Hotel in Long Beach

The Property receives preliminary interior demolition permits and work begins

The restoration project receives full approval by the Long Beach City Council

Phase II of redevelopment begins

The hotel construction is fully permitted

The Breakers Hotel will open to the public

November 2017

January 2018

February 2019

March 2019

October 2020

April 2022

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Key Development Considerations HISTORICAL DESIGNATION In order to maintain the historical designation of the building, the renovation had to include extensive work to restore historical elements and qualify for federal Historical Tax Credit.

This included removing sheer walls built in the 1980’s that filled-in more than 50 guest room windows.

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BRINGING THE BUILDING TO CURRENT FIRE, SAFETY AND SEISMIC CODES The hotel did not have a gurney elevator and was missing code compliant stairwells.

The removal of old sheer walls required the construction of replacement sheer walls in more efficient areas. The hotel will include a new elevator tower extension to accommodate a gurney, and all elevators will be brought to the roof top terrace level.

AAA FOUR DIAMOND DESIGNATION It was identified that the Long Beach hotel market was lacking a high-quality, boutique, full- service Hotel & Spa that could meet the needs of a travel sector underserved in the city. The hotel therefore must be built, opened, and operated at the standards of the AAA Four Diamond Hotel Ratings Guideline for exterior architecture, public areas, entry/ common areas, facilities, recreation areas, meeting spaces, guest rooms, bathrooms, and operational/hospitality standards.

PROVIDING ADEQUATE ACCESS AND PARKING FOR HOTEL GUESTS A difficult challenge was presented by the lack of on-site parking and the inadequate driveway and layout of the front lawn of Victory Park to provide guests with practical access to the hotel.

The space was redesigned with minimum loss of turf, providing safer and efficient vehicle access while greatly enhancing the park for aesthetics, user friendliness and water conservation. We signed leasing agreements with two adjacent parking locations providing up to 380 total parking spaces - well in excess of what the hotel will need. Vehicles traffic movement will be enhanced by the hotel’s valet-only operation.

CREATION OF ADDITIONAL REVENUE GENERATING VENUES In order to adhere to AAA Four Diamond standards, the hotel needed all rooms to be redesigned to be larger. The total number of rooms was reduced from 243 to 185. The hotel was also missing key elements needed to elevate the hotel to a luxury designation, which would appeal to Long Beach residents. As a result, a number of additional revenue-generating outlets were created, taking advantage of unused open indoor spaces. The hotel renovation includes the addition of a luxury spa, a three- meal restaurant and bar in the lobby, a retail space, a live jazz music and whiskey lounge, a pool deck with a bar and grill, and a spectacular rooftop bar and terrace, to compliment the fully renovated Sky Room restaurant.

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Location Overview The Breakers Hotel is located in the city of Long Beach, which is a part of the Los Angeles Metropolitan area. Long Beach is the 7th most populous city in the state of California and the 43rd most populous city in the United States. Approximately 20 miles from downtown LA, the city serves as a major destination for tourism and other leisure travel as well as a hub for regional commercial activity.

Long Beach is known for its waterfront attractions, which include the permanently docked RMS Queen Mary and the Aquarium of the Pacific. The Downtown Waterfront neighborhood features cultural charms such as Restaurant Row on Pine Avenue and the East Village Arts District. The Pike Outlets offer guest premier shopping and entertainment venues, plus a vintage Ferris Wheel and carousel that help to define the shoreline. The city hosts the annual Congressional Cup, a major international sailing regatta, as well as the IndyCar event “Grand Prix of Long Beach”. Long Beach will also host multiple Olympic sporting events during the 2028 Summer Olympics which will take place across Los Angeles.

The city of Long Beach is also home to the Port of Long Beach, second busiest container port in the United States after the Port of Los Angeles, which it adjoins. Acting as a major gateway for US–Asian trade, the port occupies 3,200 acres of land with 25 miles of waterfront, generating approximately $100 billion in trade annually and employing more than 300,000 people in Southern California. The adjacent Rainbow Harbor is filled with luxury yachts, sailboats, charter vessels, water taxis, sightseeing tours and commercial fishing boats.

Long Beach is also home to California State University Long Beach, a massive public university for the state of California boasting a 322-acre campus and enrollment of over 39,000 students. The school offers 82 different bachelor’s degrees, 65 master’s degrees, and one of the largest publicly funded art schools in the United States.

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Ingress / Egress The Breakers Hotel sits at the intersection of East Ocean Boulevard and South Locust Avenue in the heart of Long Beach California, just 0.35 miles from the Shoreline Village at Rainbow Harbor and 0.50 miles from the famous Alamitos Beach. Ocean Boulevard runs west to Interstate-710, a major traffic artery that leads to downtown Los Angeles. The area is also serviced by the A Line, a light rail operated by LACMTA that runs north/south to downtown Los Angeles.

Long Beach Convention and Entertainment Center Sitting just a block from the Breakers Hotel on the way to the shoreline is the Long Beach Convention and Entertainment Center, which is comprised of a traditional convention center, a 14,500 seat arena, and a performing arts center. In total, the facility offers 572,000+ SF of total space with a 224,000 SF exhibit hall and plenty of supporting ballroom and meeting spaces. The Long Beach Convention Center hosts numerous events, conventions, trade shows, exhibits, concerts, sporting events, and other large-scale activities. Given its proximity and scale, the convention center will be one of the leading demand drivers for the Breakers Hotel.

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Request for Financing

Request for Financing On behalf of the Pacific6 Team, Berkadia is requesting financing to complete the construction of the Breakers Hotel. Financing should come in the form of a senior mortgage, with a term of at least 3 – 5 years plus extension options to allow the Hotel to open and ramp-up its operations, though longer-term structures will also be entertained. The loan will be used to fund the remaining work at the site, take out the current mezzanine loan of $20 million, cover closing costs including interest reserve and 3rd party fees, and return a portion of equity to the Sponsorship which will be immediately redeployed into another redevelopment project also located in Long Beach.

Berkadia is proposing that the loan amount to $93,250,000 ($504,054 per key), which equates to just below 60% of the Total Project Cost of $156,000,000 ($843,219 per key). Based on financial projections, this would equate to an 11.61% Debt Yield based on stabilized Year 3 Net Operating Income after reserves.

Berkadia highly recommends this opportunity to finance the rebirth of one of the most iconic hospitality properties on the West Coast.

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5 YEAR PROFORMA Number of Rooms Days Rooms Available Rooms Sold Occupancy ADR Rev PAR

Year 1

Year 2

185 365 67,525 49,151 72.8% $271.32 $197.49

REVENUE

185 365 67,525 50,626 75.0% $279.46 $209.52 %

POR

13,335,771 11,071,450 2,994,766 1,288,075 28,690,062

46.5% 38.6% 10.4% 4.5% 100.0%

197.49 163.96 44.35 19.08 424.88

Rooms Food & Beverage Spa Miscellaneous Expense Total Departmental Expense

3,292,323 7,618,842 1,292,656 605,523 12,809,344

24.7% 68.8% 43.2% 47.0% 44.6%

Gross Departmental Income

15,880,717

3.0% 3.0% 3.0% 6.1% %

POR

YOY

14,147,919 11,745,701 3,177,147 1,393,053 30,463,821

46.4% 38.6% 10.4% 4.6% 100.0%

209.52 173.95 47.05 20.63 451.15

6.1% 6.1% 6.1% 8.2% 6.2%

48.76 112.83 19.14 8.97 189.70

3,492,826 8,082,829 1,331,436 623,689 13,530,780

24.7% 68.8% 41.9% 44.8% 44.4%

51.73 119.70 19.72 9.24 200.38

55.4%

235.18

16,933,041

55.6%

2,095,263 581,015 1,362,790 737,724 240,053 155,875 5,172,720

7.3% 2.0% 4.8% 2.6% 0.8% 0.5% 18.0%

31.03 8.60 20.18 10.93 3.56 2.31 76.60

2,158,121 598,445 1,403,674 759,856 254,663 160,551 5,335,310

10,707,997

37.3%

158.58

860,702

3.0%

12.75

9,847,296

34.3%

Property & Other Taxes Insurance Leases TOT Rebate Total Fixed Charges

1,076,796 355,036 17,976 -1,280,234 169,574

NET OPERATING INCOME FF&E Reserve ADJUSTED NET OPERATING INCOME

Rooms Food & Beverage Spa Miscellaneous Income Total Revenue

DEPARTMENTAL EXPENSES

YOY

Year 3 185 365 67,525 53,303 78.9% $290.64 $229.42

5.3% 5.3% 4.0% 9.5% %

POR

YOY

15,491,855 12,737,779 3,445,499 1,535,841 33,210,974

46.6% 38.4% 10.4% 4.6% 100.0%

229.42 188.64 51.03 22.74 491.83

9.5% 8.4% 8.4% 10.3% 9.0%

6.1% 6.1% 3.0% 3.0% 5.6%

3,787,840 8,741,580 1,371,379 642,399 14,543,199

24.5% 68.6% 39.8% 41.8% 43.8%

56.10 129.46 20.31 9.51 215.38

8.4% 8.2% 3.0% 3.0% 7.5%

250.77

6.6%

18,667,775

56.2%

276.46

10.2%

7.1% 2.0% 4.6% 2.5% 0.8% 0.5% 17.5%

31.96 8.86 20.79 11.25 3.77 2.38 79.01

3.0% 3.0% 3.0% 3.0% 6.1% 3.0% 3.1%

2,222,865 616,399 1,445,784 782,651 278,853 165,368 5,511,920

6.7% 1.9% 4.4% 2.4% 0.8% 0.5% 16.6%

32.92 9.13 21.41 11.59 4.13 2.45 81.63

3.0% 3.0% 3.0% 3.0% 9.5% 3.0% 3.3%

11,597,732

38.1%

171.75

8.3%

13,155,855

39.6%

194.83

13.4%

913,915

3.0%

13.53

6.2%

996,329

3.0%

14.75

9.0%

145.83

10,683,817

35.1%

158.22

8.5%

12,159,526

36.6%

180.07

13.8%

3.8% 1.2% 0.1% -4.5% 0.6%

15.95 5.26 0.27 (18.96) 2.51

1,089,718 362,137 17,976 -1,358,200 111,630

3.6% 1.2% 0.1% -4.5% 0.4%

16.14 5.36 0.27 (20.11) 1.65

1.2% 2.0% 0.0% 6.1% -34.2%

1,102,794 369,379 17,976 -1,487,218 2,932

3.3% 1.1% 0.1% -4.5% 0.0%

16.33 5.47 0.27 (22.02) 0.04

1.2% 2.0% 0.0% 9.5% -97.4%

9,677,722

33.7%

143.32

10,572,187

34.7%

156.57

9.2%

12,156,594

36.6%

180.03

15.0%

1,147,602 8,530,119

4.0% 29.7%

17.00 126.33

1,218,553 9,353,634

4.0% 30.7%

18.05 138.52

6.2% 9.7%

1,328,439 10,828,155

4.0% 32.6%

19.67 160.36

9.0% 15.8%

UNDISTRIBUTED OPERATING EXPENSES Administrative & General Information & Telecom Sales & Marketing Repairs & Maintenance Franchise Fees Utilities Total Undistributed Operating Expenses Gross Operating Profit Management Fees Income Before Fixed Charges

FIXED CHARGES

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Year 4

Year 5

185 365 67,525 53,689 79.5% $305.17 $242.64

3.0% 3.0% 3.0% 6.1% %

POR

YOY

16,384,224 13,214,906 3,574,559 1,628,759 34,802,448

47.1% 38.0% 10.3% 4.7% 100.0%

242.64 195.70 52.94 24.12 515.40

5.8% 3.7% 3.7% 6.1% 4.8%

3,929,724 9,093,866 1,412,520 661,671 15,097,781

24.0% 68.8% 39.5% 40.6% 43.4%

58.20 134.67 20.92 9.80 223.59

19,704,667

56.6%

2,289,550 634,891 1,489,157 806,131 294,916 170,329 5,684,974

185 365 67,525 54,226 80.3% $314.32 $252.42

1.0% 1.0% 3.0% %

POR

YOY

17,044,508 13,747,467 3,718,614 1,727,299 36,237,888

47.0% 37.9% 10.3% 4.8% 100.0%

252.42 203.59 55.07 25.58 536.66

4.0% 4.0% 4.0% 6.1% 4.1%

3.7% 4.0% 3.0% 3.0% 3.8%

4,088,092 9,460,349 1,454,896 681,521 15,684,858

24.0% 68.8% 39.1% 39.5% 43.3%

60.54 140.10 21.55 10.09 232.28

4.0% 4.0% 3.0% 3.0% 3.9%

291.81

5.6%

20,553,030

56.7%

304.38

4.3%

6.6% 1.8% 4.3% 2.3% 0.8% 0.5% 16.3%

33.91 9.40 22.05 11.94 4.37 2.52 84.19

3.0% 3.0% 3.0% 3.0% 5.8% 3.0% 3.1%

2,358,237 653,938 1,533,832 830,315 306,801 175,439 5,858,561

6.5% 1.8% 4.2% 2.3% 0.8% 0.5% 16.2%

34.92 9.68 22.72 12.30 4.54 2.60 86.76

3.0% 3.0% 3.0% 3.0% 4.0% 3.0% 3.1%

14,019,693

40.3%

207.62

6.6%

14,694,469

40.6%

217.62

4.8%

1,044,073

3.0%

15.46

4.8%

1,087,137

3.0%

16.10

4.1%

12,975,619

37.3%

192.16

6.7%

13,607,332

37.6%

201.52

4.9%

1,116,028 376,767 17,976 -1,572,886 -62,115

3.2% 1.1% 0.1% -4.5% -0.2%

16.53 5.58 0.27 (23.29) (0.92)

1.2% 2.0% 0.0% 5.8% -2219%

1,129,420 384,302 17,976 -1,636,273 -104,574

3.1% 1.1% 0.0% -4.5% -0.3%

16.73 5.69 0.27 (24.23) (1.55)

1.2% 2.0% 0.0% 4.0% 68.4%

13,037,734

37.5%

193.08

7.2%

13,711,907

37.8%

203.06

5.2%

1,392,098 11,645,636

4.0% 33.5%

20.62 172.46

4.8% 7.5%

1,449,516 12,262,391

4.0% 33.8%

21.47 181.60

4.1% 5.3%

BERKADIA HOTELS & HOSPITALITY

25

PROJECT CONSTRUCTION BUDGET #

Project

Property Acquisition 1 2

Purchase Price (including fees) Acquisition Loan Interest and Fees Subtotal

Direct Costs 1 2 3 4 5 6 7

26

Construction Hard Costs Development Soft Costs Accepted and Pending Requested Alternate Items Unforeseen Conditions Cost Changes from Allowance Resolution Items FF&E Direct cost contingencies Subtotal

Total Cost

Cost/Key

$39,977,386 $3,116,424 $43,093,810

$216,093.98 $16,845.54 $232,940

$60,053,725 $4,490,000 $469,928 $2,888,777 $1,611,531 $9,379,507 $3,510,000 $82,403,468

$324,614.73 $24,270.27 $2,540.15 $15,615.01 $8,710.98 $50,700.04 $18,972.97 $445,424

Indirect Costs 1 A&E 2 Interior Design 3 Permit & fees 4 Security 5 Electricity 6 Water 7 Environmental contingencies* 8 IT systems and hardware* 9 Signage for construction 10 IT Consultant 11 OS&E 12 Hotel Consultant 13 Historical consultants 14 Other consultants 15 Property taxes 16 Property Insurance 17 Legal 18 Branding (PH&R) 19 Pre-opening expenses 20 Pre -opening labor 21 Pre-opening marketing 22 Laundry Equipment and Hookups 23 Spa consultant 24 Repair and maintenance 25 Working Capital 26 Developer fee Subtotal Total Cost of Construction / Development

$2,250,000 $415,000 $120,000 $35,400 $634,457 $2,562,024 $8,000 $200,000 $1,502,185 $650,000 $270,000 $131,000 $1,484,835 620,000 200,000 50,000 67,280 1,171,386 473,626 20,000 10,000 60,000 1,260,000 1,250,959 $15,446,152 $97,849,620

Total Cost before Financing / Closing Costs

$140,943,430

$761,856

10,000,000

$54,054.05

$150,943,430

$815,910

Total Financing / Closing Costs TOTAL PROJECT COSTS

Included in Hard Costs Included in Hard Costs $12,162.16 $2,243.24 $648.65 $191.35 $3,429.50 $13,848.78 $43.24 $1,081.08 $8,119.92 $3,513.51 $1,459.46 $708.11 $8,026.14 $3,351.35 $1,081.08 $270.27 $363.68 $6,331.82 $2,560.14 $108.11 $54.05 $324.32 $6,810.81 $6,761.94 $83,493 $528,917

SOURCES AND USES Schedule of Sources and Uses of Capital Sources

%

Senior Loan

59.8%

93,250,000

Sponsor Equity

40.2%

62,743,810

Other

0

Total Sources

$155,993,810

Uses Funds Need for Remaining Work

37.3%

58,250,000

Work Completed to Date (Equity)

40.2%

62,743,810

Paydown of Existing Mezz Loan

12.8%

20,000,000

Financing Costs

6.4%

10,000,000

Disbursement to Owner for Recoup

3.2%

5,000,000

Total Uses

$155,993,810

TAX SUPPORT FROM THE LONG BEACH COMMUNITY

Schedule of Costs Incurred to Date Costs Property Acquisition

43,093,810

Direct Costs

30,700,000

The hotel fulfilled all the requirement that the BAE Urban Economics Hotel Incentive Study

8,950,000

indicated as ideal for consideration of a Transient Occupancy Tax credit agreement in their

Indirect Costs Total Costs Incurred

$82,743,810

Hotel Incentive Program Study commissioned by the City of Long Beach in 2017.

On November 1, 2019, the City of Long Beach signed a Transient Occupancy Tax Sharing

Funding Owner Equity

62,743,810

Mezzanine Loan

20,000,000

Total Funding

$82,743,810

Agreement, agreeing to reimburse 80% of Transient Occupancy Tax generated by the hotel for an amount up to $13,000,000 over a period of 9 years. This credit is shown in the Hotel’s Proforma Financial Statements.

BERKADIA HOTELS & HOSPITALITY

27

Property Summary

“They just don’ t make

Rooms

Whether visiting for business or pleasure, a romantic getaway

or a national convention, guests of the 185-key Hotel will enjoy the true boutique experience in a mix of guestroom layouts that will feature 24 chic suites. Personality, individuality, and a nod to the Property’s historic past are the sources of inspiration for these room designs. With supreme comfort and the finest technical amenities at the fingertips of every patron, guests can decide for themselves how connected or disconnected they wish to be.

JUNIOR SUITES 13

SUITES 11 (6%)

(7%)

DOUBLE QUEEN 37 (20%)

30

TOTAL

185

KING 124 (67%)

hotels like this anymore…“ Amenities

The Spa at the Breakers will be the finest luxury spa in Long Beach and the only inhouse hotel spa, featuring nine peaceful treatment rooms and a dramatic two-story lounge for the absolute best in pampered, blissful relaxation. The Sponsors are also planning to offer exclusive membership program to a fixed number of local patrons outside of those staying at the Hotel, creating an additional stream of revenues for the business.

In fact, without coordinating any advertisement, the Sponsorship has

Located on the 3rd floor will be the outdoor pool and Lido Deck, where the southwestern exposure provides full advantage of the gorgeous Southern California weather. Guests will enjoy the swimming, beach-inspired small plate dining, craft cocktails, and unrivaled sunbathing, all with a front row seat to the ever-changing water show happening at the Terrace Plaza fountains below.

already been heavily solicited for these exclusive memberships and 4 membership have already been reserved as of YE 2020.

BERKADIA HOTELS & HOSPITALITY

31

Food and Beverage Situated on the ground floor, the Lobby Bar and Restaurant will be open all day for elegant yet casual dining and an escape from the downtown hustle and bustle. Perfect for business lunches or casual dinners, the Lobby Bar and Restaurant will also position itself as the place to be for weekend brunches.

The Breakers renovation will also see the return of the famous Sky Room Restaurant, which has been closed for several years. Opened by Conrad Hilton in 1938, the space has been referred to as the Rainbow Room of the West Coast because of its storied past regularly hosting celebrities, socialites, and movie stars such as Clark Gable, Babe Ruth, Rita Hayworth, and more. The newly renovated Sky Room will continue the tradition of fine cuisine, lavish cocktails and wine, elegant service, and breathtaking views, ensuring that all who ascend to the restaurant have an unforgettable culinary experience.

Connected to the Sky Room will be the Cirrus Cocktail Club, an open-air, rooftop terrace that will feature 360-degree views of Long Beach and the Pacific Ocean. The venue will be serviced by two bars staffed by expert mixologists. After sunset, the idyllic lounge will take on a high-energy, clublike atmosphere supported by live music and guest DJs. The Breakers Hotel will also feature a ground-floor music venue to be called the Six Jazz Club and Whiskey Bar, named in honor for an unknown six-piece jazz band that entertained guests when the Hotel was first opened in 1926.

The 100-person venue will pay homage to the jazz influence of the roaring 20’s by opening its microphones to the very best jazz talent the West Coast has to offer, all the while serving a broad selection of fine whiskeys and hand-crafted cocktails.

For guests on the go, as well as passing foot traffic, the Breakers’ Coffee Shop will welcome with the aroma of exclusively blended java, freshly baked pastries, and a tempting selection of quick breakfast and lunch items.”

32

*36 1))8-2+7 ;)((-2+7 &%259)87 %2( +%8,)6-2+7 3* %00 7->)7

Events Far from a traditional convention-style hotel, the Breakers will extend its boutique, lifestyle feel to groups and gatherings of all types.

The entire Arcade Level, which is directly accessible from the street and lobby, will be exclusively dedicated to meeting, banquet, and event spaces, boasting a variety of room sizes to satisfy a diverse array of functions. This 12,000 SF floor will include two 3,000+ SF ball rooms and seven additional smaller meeting, breakout, and board rooms ranging from 205-875 SF. The Breakers will also offer 3 outdoor, open-air venues available for private events via the 2nd floor terrace, 3rd floor Lido Pool Deck, and the roof top terrace, which will be the most sought-after wedding ceremony site in Long Beach.

The Lido Pool Deck faces the fountain plaza, where lots of convention activity takes place, and will be a “hot-spot” for private reservations related to the convention center. %6' %() ):)28 ')28)6

2 N D F L O O R T E R R AC E

3RD FLOOR POOL DECK

R O O F TO P T E R R A C E

BERKADIA HOTELS & HOSPITALITY

33

Area Overview

Introduction Home to one of the busiest commercial ports in the world, the coastal city of Long Beach, California, features a vibrant downtown waterfront scene, sandy beaches, and an array of eclectic neighborhoods that support a population of about 473,300 residents. The third-largest city in Southern California behind only Los Angeles and San Diego, this waterfront playground is a prime tourism destination with popular attractions including the Aquarium of the Pacific, Queen Mary Hotel, and the Long Beach Convention and Entertainment Center. An economy once based on manufacturing and trade has grown to include health care, education, tourism, and professional and business services.

Located on the “Tech Coast,” the city of Long Beach is considered a main player in the Southern California economy, as well as the gateway to the Pacific Rim. Commerce and industry continue to thrive throughout the city, due to a skilled and well-educated workforce bolstered by the presence of the California State University Long Beach campus and Long Beach City College.

7th

MOST POPULOUS CIT Y IN CALIFORNIA

36

LONG BEACH | CALIFORNIA LONG BEACH | CALIFORNIA

Quality Quality of of Life Life

Long Beach ranked among the top 100 “Happiest Cities in the U.S.” -Long WalletHub Beach ranked among the top 100 “Happiest Cities in the U.S.” - WalletHub

Downtown Downtown Booming Booming

In 2019, six developments were completed downtown, with 23 projects under construction or approved and six more proposed,with totaling more In 2019, six developments were completed downtown, 23 projects than billion of investment by and developers under$3 construction or approved six more proposed, totaling more -than Long $3Beach billionDevelopment of investmentServices by developers - Long Beach Development Services

INTRODUCTION Home to Home to one one of of the the busiest busiest commercial commercial ports ports in in the the world, world, the the coastal coastal INTRODUCTION

city of Long features vibrant downtown waterfront city of to Long Beach, California, features a aports vibrant downtown waterfront Home oneBeach, of the California, busiest commercial in the world, the coastal scene, sandy beaches, and an array of eclectic neighborhoods that scene, sandyBeach, beaches, and anfeatures array ofa vibrant eclecticdowntown neighborhoods that city of Long California, waterfront support a population of about 473,300 residents.

The third-largest support a population about 473,300 residents.

The third-largest scene, sandy beaches, of and an array of eclectic neighborhoods that city in Southern California behind only Los AngelesThe andthird-largest San Diego, support a population of about 473,300 residents. this playground a prime tourism destination city waterfront in Southern California isbehind only Los Angeles andwith Sanpopular Diego, attractions including the Aquarium of the Pacific, Queen Mary Hotel, this waterfront playground is a prime tourism destination with popular and the Long Beach Convention and Entertainment Center.

An economy and the Long Beach Convention and Entertainment Center.

An economy attractions including the Aquarium of the Pacific, Queen Mary Hotel, oncethe based on manufacturing and trade has grown grown to include include health once based manufacturing has to health and Longon Beach Conventionand and trade Entertainment Center.

An economy care, education, education, tourism, and and professional professional and business services. care, tourism, once based on manufacturing and trade and has business grown toservices. include health care, education, tourism, and professional and business services.

Located on on the the “Tech “Tech Coast,” Coast,” the the city city of of Long Long Beach Beach is is considered considered a a Located main player player in the Southern California economy, as well is asconsidered the gateway gateway main Southern California well as the Located on in thethe “Tech Coast,” the cityeconomy, of Long as Beach a to the theplayer PacificinRim. Rim. Commerce and industry industry continue to thrive throughout to Pacific and continue thrive throughout main the Commerce Southern California economy, as to well as the gateway thethe city, due to to a skilled skilled and well-educated well-educated workforce bolstered by the the the city, due a and workforce bolstered by to Pacific Rim. Commerce and industry continue to thrive throughout presence of the the California State Universityworkforce Long Beach Beach campus and presence of University Long campus the city, due to a California skilled andState well-educated bolstered by and the Long Beach Beach City College.

Long presence of City the College.

California State University Long Beach campus and Long Beach City College.

BERKADIA BERKADIA

Fastest-Growing Income Fastest-Growing Income

Long Beach ranked among the top 100 “Cities with the Fastest-Growing Household Long BeachIncomes” ranked among the top 100 “Cities with the Fastest-Growing -Household SmartAsset Incomes” - SmartAsset

Healthy Lifestyle Healthy Lifestyle

Long Beach was ranked in the top 40 “Healthiest Cities in America” -Long Niche Beach was ranked in the top 40 “Healthiest Cities in America” - Niche ECONOMIC AND DEMOGRAPHIC OVERVIEW ECONOMIC AND DEMOGRAPHIC OVERVIEW BERKADIA HOTELS & HOSPITALITY

37

Demographics DEMOGRAPHICS DEMOGRAPHICS

ONG BEACH | CALIFORNIA

55 55 WHITE-COLLAR

% 24 WHITE-COLLAR

%% ARE IN 61% OF WORKERS

RENTER-OCCUPIED RENTER-OCCUPIED

MOGRAPHICS

55%

HOUSING UNITS (U.S. AVERAGE = 31%)

KEY RENTER AGE GROUP KEY RENTER AGE GROUP

(18-35 YEARS OLD) WHITE-COLLAR POSITIONS CITYWIDE

HOUSING UNITS HOUSING UNITS POSITIONS (U.S.CITYWIDE AVERAGE = 31%) (U.S. AVERAGE = 31%)

RENTER-OCCUPIED

24 24%%

61 % OF WORKERS ARE IN 61 % RENTER OF WORKERS ARE IN KEY AGE GROUP

(18-35 YEARS OLD) (18-35 YEARS OLD) CITYWIDE CITYWIDE

CITYWIDE POSITIONS CITYWIDE

61% OF WORKERS ARE IN

WHITE-COLLAR

24%

KEY RENTER AGE GROUP

(18-35 YEARS OLD) CITYWIDE

POSITIONS CITYWIDE

FORNIA

k kk 489.9 89.8 489.9

47.3 173.7 47.3kkk

29

28 28

5% over the next five

rs, reaching 489,970 dents by 2025

RKADIA

38

household income of $100,000 or more annually

BERKADIA BERKADIA

173.7 173.7kk

24

Household formation in % of households seholds Long%Beach’s of Longpopulation Beach % of households Long Beach’s population Long Beach is projected age 25 earn an average forecast toyears grow andARE IN OF WORKERS k %isresidents k k % in is forecast to grow an average toearn increase come older%hold bachelor’s household income overa the next five % over the next five the household next five income years, orBeach’s more population degree28 or % higher of $100,000 or more years, reaching 489,970 % g of households 29 of Long Beach years, reaching 489,970 of $100,000 more growing faster or than the POSITIONS CITYWIDE annually residents by 2025 orecast to grow earn an average residents 25 years and residents by 2025 annually trend population

89.961 3.5 47.3 89.83.7 3.5 WHITE-COLLAR

$ 89.8 70.7kkk 89.8 29 29 % k 173.7

older hold a bachelor’s degree or higher

Household formation in The city’s median % of Long Beach Household formation in % of income Long Beach Long Beach is projected household residents 25 years and $ Long k Beach is projected % in to increase is residents projected25 to years reach and KEY RENTER GROUP older hold a AGE bachelor’s % in to increase older hold a bachelor’s $70,726 by 2025, up the next five years, Household in The city’s degree YEARS orformation higher OLD) (18-35 themedian next five years, degree or higher % from 2020 growing faster than the Long Beach is projected household income growing faster than the CITYWIDE population trend to increase 3.7 % in is projected to reach population trend

70.7

3.7 3.7

11.6

the next five years, growing faster than the population trend

70.7 70.7kk

$$

The city’s median The city’s median household income household income is projected to reach is projected to reach $70,726 by 2025, up $70,726 by 2025, up % from 2020 % from 2020

11.6 11.6

$70,726 by 2025, up % from 2020

11.6

ECONOMIC AND DEMOGRAPHIC OVERVIEW

ECONOMIC AND DEMOGRAPHIC OVERVIEW ECONOMIC AND DEMOGRAPHIC OVERVIEW

ECONOMIC AND DEMOGRAPHIC OVERVIEW

LONG LONG BEACH BEACH || CALIFORNIA CALIFORNIA

Los Angeles Division Industry Breakdown LOS ANGELES METRO DIVISION INDUSTRY BREAKDOWN LOS ANGELES METRO DIVISION INDUSTRY BREAKDOWN LOS ANGELES METRO WAGE DIVISION BREAKDOWN AVERAGE ANNUAL

BY INDUSTRY OCCUPATION AVERAGE ANNUAL WAGE BY OCCUPATION AVERAGE ANNUAL WAGE BY OCCUPATION Management

Management Management Health Care Practitioners & Technicians Health Care Practitioners Health Care Practitioners & Technicians & Technicians Business & Financial Operations Business & Business & Financial Operations Financial Operations

Education Education Education Sales Sales Sales Office & Office & Administrative Support Office & Administrative Support Administrative Support Transportation & Transportation Material Moving& Transportation & Material Moving Material Moving Production Production Production

130.2k 130.2 130.2kk 91.8k 91.8 91.8kk 81.1k 81.1 81.1kk 67.5 k 67.5 67.5kk 42.5kk 42.5 42.5k 41.4kk 41.4 41.4k 38.1kk 38.1 38.1k 36.3kk 36.3 36.3k 29.7kk 29.7 29.7k $27.4 k $ $27.4 k 27.4k

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Personal Care & Personal Care & Service Personal Care & Service Service Food Preparation & Food Preparation & Service Food Preparation & Service Source: BLS Occupational Employment Statistics Survey Service Source: BLS Occupational Employment Statistics Survey Source: BLS Occupational Employment Statistics Survey

BERKADIA BERKADIA BERKADIA

With breakthrough technology companies, the home of the world’s largest entertainment industry, and breakthrough a strong tourism industry, Los Angeles County has world’s one oflargest the most diverse and dynamic With technology companies, the home of the entertainment industry, With breakthrough technology companies, the home of the world’s largest entertainment industry, in economies in the country.

During the 12-month period ending in November of 2019, employers and a strong tourism industry, Los Angeles County has one of the most diverse and dynamic and strong tourism industry, Los Angeles County has one of the most diverse and dynamic the a Education and Health Services lead the metro in in job creation, adding 35,700 jobs economies in the country.

During the sector 12-month period ending November of 2019, employers in to economies in the country.

During the 12-month period ending in November of 2019, employers in payrolls countywide.

Overall, approximately 81,900 jobs were added to Los Angeles Metropolitan the Education and Health Services sector lead the metro in job creation, adding 35,700 jobs to the Education and Health Services lead the metro in job creation, adding 35,700 jobs to Division, equating toOverall, a 1.8% annualsector increase. payrolls countywide. approximately 81,900 jobs were added to Los Angeles Metropolitan payrolls countywide. Overall, approximately 81,900 jobs were added to Los Angeles Metropolitan Division, equating to a 1.8% annual increase.

Division, equating to a 1.8% annual increase.

Construction

Industry Breakdown Industry Breakdown Industry Breakdown

Trade, Transportation, & Utilities

19% 19% 19%

Trade, Transportation, & Utilities Trade, Transportation, & Utilities

3% 3% 3%

Construction Construction

Education & Health Services

19% 19% 19%

Education & Health Services Education & Health Services

Professional & Business Services Professional & Business Professional & Business Services Services

14% 14% 14%

Other Services

3% 3% 3% Manufacturing Manufacturing 7% Manufacturing 7% 7%

LOS ANGELES, CA, LOS ANGELES, CA, LOS ANGELES, CA, METRO DIVSION METRO DIVSION METRO DIVSIONBY EMPLOYMENT EMPLOYMENT EMPLOYMENT BY SECTOR BY SECTOR SECTOR

Other Services Other Services

Financial Activities

5% 5% 5%

Financial Activities Financial Activities

Government

13% 13% 13%

Government Government

Information Leisure & Hospitality Leisure & Hospitality Leisure & Hospitality

12% 12% 12%

5% 5% 5%

Information Information

Source: BLS Current Employment Statistics Survey Source: BLS Current Employment Statistics Survey Source: BLS Current Employment Statistics Survey

ECONOMIC AND DEMOGRAPHIC OVERVIEW ECONOMIC ANDBERKADIA DEMOGRAPHIC OVERVIEW HOTELS & HOSPITALITY ECONOMIC AND DEMOGRAPHIC OVERVIEW

39

Employee Trends EMPLOYMENT EMPLOYMENT TRENDS TRENDS

4.2 4.2 % %

NOVEMBER NOVEMBER 2019 2019

the city’s the city’s monthly monthly unemployment unemployment annually annually rate rate was was down down bps bps

3030

Employment Employment Trends Trends

15% 15%

200,000 200,000

12% 12%

100,000 100,000

9% 9%

0

6% 6%

0

(100,000) (100,000)

3% 3%

(200,000) (200,000)

0% 0% (300,000) (300,000) 20092009 20102010 20112011 20122012 20132013 20142014 20152015 20162016 20172017 20182018 2019*2019* 2020** 2020** *Projected *Projected **Forecast **Forecast

Unemployment Unemployment Rate Rate

LONG LONG BEACH, BEACH, CA CA

LARGEST LARGEST EMPLOYERS EMPLOYERS LongLong Beach Beach Unified Unified School School District District

12,510 12,510

LongLong Beach Beach Memorial Memorial Medical Medical Center Center

4,920 4,920

City City of Long of Long Beach Beach

4,850 4,850

VA Long VA Long Beach Beach Healthcare Healthcare System System

3,260 3,260

California California StateState University University LongLong Beach Beach

3,1403,140

LongLong Beach Beach City City College College

2,7402,740

Molina Molina Healthcare Healthcare Inc. Inc.

1,8701,870

CSULB CSULB Research Research Foundation Foundation

1,6501,650

St. Mary St. Mary Medical Medical Center Center

1,5201,520

Source:Source: City of City LongofBeach Long Beach CAFR CAFR

Jobs Jobs Added Added / Lost/ Lost

81,900 81,900 jobs jobs

NOVEMBER NOVEMBER 2019 2019

werewere created created in the in metro the metro division, division, % Y-o-Y a a % Y-o-Y increase increase

1.81.8

40

BERKADIA BERKADIA

ECONOMIC ECONOMIC ANDAND DEMOGRAPHIC DEMOGRAPHIC OVERVIEW OVERVIEW

Trade and Transportation TRADE AND TRANSPORTATION

PORT OF LONG BEACH

$

92.3 billion

51,000

71 billion

7.5 million+

in World Trade

$

Economic Impact

Jobs Supported

Inbound / Outbound TEU Containers

The 3,200-acre Port of Long Beach is one of America’s premier seaports. Approximately $92.3 billion of world trade moves through the Port of Long Beach annually, making it the second-busiest seaport in the U.S. As a major economic force, the port supports approximately 51,000 jobs in Long Beach, 576,000 jobs throughout Southern California, and 2.6 million jobs throughout the nation. If combined, the nearby Port of Los Angeles and the Port of Long Beach would be the world’s ninth-busiest port complex by container volume.

Tourism and Hospitality TOURISM AND HOSPITALITY

QUEEN MARY / CARNIVAL CRUISE TERMINAL

$

300 million

Economic Impact

20,000

Jobs Supported

7.9 million Annual Visitors

With many new tourism, hospitality, and convention developments, Long Beach has become a favorite travel destination. Local tourism and hospitality companies provide employment for about 20,000 workers, and local visitation is expected to continue to thrive with its enticing climate, laid back lifestyle, and abundance of activities. City attractions include the modernized Long Beach Convention Center, the historic Queen Mary, Long Beach Marina, Long Beach Aquarium of the Pacific, and the Long Beach Grand Prix.

BERKADIA

ECONOMIC AND DEMOGRAPHIC OVERVIEW

BERKADIA HOTELS & HOSPITALITY

41

Aerospace and Aviation AEROSPACE AND AVIATION

GULFSTREAM AEROSPACE CORPORATION

$

8.6 billion

Economic Impact

22

Acres Operated by Gulfstream at Airport

46,000

Jobs Supported Aerospace and aviation have a strong impact on Long Beach’s economy, with the Long Beach Airport Aviation Complex supporting 46,000 jobs and generates $8.6 billion for the regional economy. The airport itself accounts for nearly $1.6 billion in economic impact and supports more than 10,000 jobs. Among the largest commercial businesses in the complex is Gulfstream Aerospace Corporation, supporting completions work on its business jet aircraft; Airserv; and Anthelion Helicopters.

Healthcare HEALTH CARE

MOLINA HEALTHCARE

3.5 million

People Served by Molina Health Care

453

Memorial Medical Center Hospital Beds

1,870

Jobs Supported by Molina Healthcare Molina Healthcare, a multistate health care organization and a Fortune 500 Company, is headquartered in Long Beach. The company serves 3.5 million people and supports 1,870 jobs in the city. Other major health care-related providers in the city include Long Beach Memorial Medical Center / Miller Children’s Hospital, Veteran Affairs Medical Center, CSULB Research Foundation, St. Mary Medical Center, Scan Health Plan, and Community Hospital of Long Beach.

Over 728,700 health care-related jobs are supported in the metro division.

42

BERKADIA

ECONOMIC AND DEMOGRAPHIC OVERVIEW

Construction and Development CONSTRUCTION AND DEVELOPMENT

MIDDLE HARBOR REDEVELOPMENT PROJECT

$

750 million

$

1.5 billion

Investment

Investment

14,000

3,000

Jobs Created The third and final phase of this $750 million project which combines two aging Port of Long Beach terminals, is underway with an expected completion date in late 2020. The project plans to reduce emissions, maximize terminal efficiency, double the port’s cargo capacity, add 14,000 new permanent jobs in Southern California, and support nearly 1,000 construction jobs annually.

Two hundred acres have been finished and are in use by Long Beach Container Terminal. Still under construction are 1,000 feet of a 4,200-foot wharf, a terminal administration building, and a second battery exchange building for automatic guided vehicles. When complete, the terminal will feature 14 shipto-shore cranes, 70 stacking cranes, and 72 guided vehicles.

BERKADIA

GERALD DESMOND BRIDGE REPLACEMENT

Jobs Created Construction on the $1.5 billion Gerald Desmond Bridge Replacement project is scheduled to open to traffic in April 2020. The new bridge will include widening the bridge and raising it 205 feet over the bay. Two 515-foot-tall towers were recently finished on the bridge, making them the tallest points in Long Beach. Nearly 15% of the nation’s waterborne cargo is trucked across the bridge. The replacement aims to increase traffic flows and reduce congestion and delays. The project is expected to employ nearly 3,000 people and generate $2 billion in economic activity.

ECONOMIC AND DEMOGRAPHIC OVERVIEW

BERKADIA HOTELS & HOSPITALITY

43

Construction and Development CONSTRUCTION AND DEVELOPMENT

WEST GATEWAY

GOODMAN COMMERCE CENTER LONG BEACH

40-story

93-acre

752

1.1 million

West Gateway Tower

Residential Units In the heart of Downtown Long Beach, plans are in development for a 40-story tower on a 5.6-acre parcel at 600 Broadway, just north of the World Trade Center. Dubbed West Gateway, the residential highrise will become Long Beach’s tallest building, beating the 35-story Shoreline Gateway being constructed. West Gateway’s design features a prism-shaped building with a glass exterior. Once completed, West Gateway will bring 752 new residential units to Downtown Long Beach.

44

BERKADIA

Site Development

SF Building

In July 2019, the Goodman Group, one of the world’s leading industrial property developers, acquired a massive 93-acre former Boeing complex adjacent to the Long Beach Airport. Goodman Group will be partnering with the city to transform the space into a shopping and industrial development, adding to the booming industrial market in Los Angeles County. As an example of what to expect, the city pointed to nearby Douglas Park with the Long Beach Exchange shopping center, and tenants like Mercedes-Benz USA, United Pacific, and Virgin Orbit. The city is currently crafting a specific plan for the area called the “Globemaster Corridor,” named after Boeing’s C-17 aircraft.

ECONOMIC AND DEMOGRAPHIC OVERVIEW

LONG BEACH | CALIFORNIA

Education EDUCATION

HIGHER EDUCATION

61.1K

students in Long Beach

Long Beach is home to more than 62,800 students who are enrolled in institutions of higher education, generating a growing demand for housing. Just east of downtown Long Beach, the California State University Long Beach (CSULB) campus features a population of 36,846 students. As the third-largest campus in the 23-school California State University System, CSULB offers a 323-acre campus supported by a faculty and staff of 3,140 people. The university’s residence halls have enough housing for up to 2,400 students, leaving 34,446 students in need of off-campus housing. Additionally, Long Beach is home to the California State University headquarters.

DEGREES & CERTIFICATIONS

160+

offered at CSU Long Beach

CALIFORNIA STATE UNIVERSITY LONG BEACH

Long Beach City College has an enrollment of 24,090 students while offering 820 courses and supporting a staff of 2,740 people. Other college campuses within the area include California State University-Dominguez Hills, Marymount California University, Pacific Coast University School of Law, and Pepperdine University.

BERKADIA

ECONOMIC AND DEMOGRAPHIC OVERVIEW BERKADIA HOTELS & HOSPITALITY

45

Lifestyle and Entertainment

LIFESTYLE LIFESTYLE AND AND ENTERTAINMENT ENTERTAINMENT

9393

WALKSCORE WALKSCORE

in Downtown in Downtown LongLong Beach Beach

In the In heart the of heart Southern of Southern California, California, Long Beach Long Beach has nohas shortage no shortage of entertainment. of entertainment.THE PIKE THE PIKE The beachfront The beachfront city features city features some some of California’s of California’s most desired most desired destinations destinations that that perfectly perfectly blend blend the coastal the coastal lifestyle lifestyle with big-city with big-city sophistication. sophistication.

Boasting Boasting 11 miles 11 miles of sandy of sandy shorelines, shorelines, Long Beach Long Beach is rich is with richharbor with harbor cruisescruises and marinas, and marinas, making making it the perfect it the perfect place to place enjoy to enjoy the water. the water.

Named Named as oneasofone theofMost the Most Walkable Walkable CitiesCities in America in America

by WalkScore,

by WalkScore, Long Long BeachBeach is theisideal the location ideal location for shopping for shopping and dining. and dining.

The Pike The Outlets Pike Outlets is a is a 392,248-square-foot 392,248-square-foot waterfront waterfront entertainment entertainment and shopping and shopping district. district.

Residents Residents can find canpopular find popular retailers retailers such as such H&M, as Gap, H&M,and Gap, Nike andwhile Nike enjoying while enjoying some some of the of the best views best views of Queensway of Queensway Bay. The Bay.district The district also features also features a CineMark a CineMark Theatres, Theatres, the Cyclone the Cyclone Racer Racer roller coaster, roller coaster, and The and Pike TheFerris Pike Ferris Wheel.Wheel.

AlongAlong Second Second Street,Street, Belmont Belmont ShoreShore is Long is Beach’s Long Beach’s hiddenhidden gem. With gem.over With250 over businesses, 250 businesses, residents residents can find canunique find unique culinary culinary dishesdishes filled with filledSouthern with Southern California’s California’s best flavors. best flavors.

Long Long BeachBeach after dark aftercomes dark comes to life to with lifethe with sounds the sounds of classic of classic rock and rockroll, and salsa, roll, and salsa, and sultry sultry jazz. From jazz. From local bars localinbars the in city’s the downtown city’s downtown to theto most the exuberant most exuberant night night club inclub the in East theVillage East Village Arts District, Arts District, Long Beach Long Beach has plenty has plenty to explore. to explore.

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+ + 110110

BARS & & BARS RESTAURANTS RESTAURANTS

throughout throughout Downtown Downtown LongLong Beach Beach

Transportation

TRANSPORTATION TRANSPORTATION

MTA BLUE LINE

19.8m

passengers served annually

19.8 19.8m m

MTA MTA BLUE LINE BLUE LINE serve Long Beach,

Several interstates and highways with both Interstates passengers served 710 (Long Beach Freeway) and 110 (Harbor Freeway) annually connecting Long passengers served annually Beach to Los Angeles and area cities. Interstate 405 (San Diego Freeway) offers connections to San Diego, while the famed Route 1 Pacific Coast Highway passes directly through Long Beach.

Long Beach Transitand provides public transportation throughout Beach, Several interstates highways serve Long Beach, with bothLong Interstates Several interstates and highways serve Long Beach, with both Interstates Lakewood, and Signal Hill. Losand Angeles County Freeway) Metropolitan Transportation 710 (Long Beach Freeway) 110 (Harbor connecting Long 710 (Long Beach Freeway) and 110 (Harbor Freeway) connecting Long Authority (Metro) serves 1,430-square-mile operates the Beach to Los Angeles and over area a cities.

Interstate 405area, (Sanand Diego Freeway) Beach to Los Angeles and area cities.

Interstate 405 (San Diego Freeway) Blue Line, a light-rail service that runs between the Downtown Long Beach offers connections to San Diego, while the famed Route 1 Pacific Coast offers to San while the famed Route 1 Pacific Coast Stationconnections and the 7th Street /Diego, MetroLong Center Station in Downtown Los Angeles.

Highway passes directly through Beach.

Highway passes directly through Long Beach.

LGB AIRPORT

3.9m

passengers served annually

LGB LGB AIRPORT AIRPORT LONG BEACH AIRPORT

3.9 3.9m m

passengers served annually passengers served annually

LONG BEACH AIRPORT LONG BEACH AIRPORT

LongBeach Beach Transit Airportprovides (LGB) serves about 3.9 million throughout passengers Long annually.

The Long public transportation Beach, Long Beach Transit provides public transportation throughout Long Beach, Long Beach Cruise Terminal estimated to beMetropolitan the busiest inTransportation California.

Lakewood, and Signal Hill. LosisAngeles County Lakewood, and Signal Hill.

Los Angeles County Metropolitan Transportation Authority (Metro) serves over a 1,430-square-mile area, and operates the Authority (Metro) serves over a 1,430-square-mile area, and operates the Blue Line, a light-rail service that runs between the Downtown Long Beach Blue Line, a light-rail service that runs between the Downtown Long Beach Station and the 7th Street / Metro Center Station in Downtown Los Angeles.

Station and the 7th Street / Metro Center Station in Downtown Los Angeles.

Long Beach Airport (LGB) serves about 3.9 million passengers annually. The Long (LGB) serves about 3.9 annually. The Long Beach Beach Airport Cruise Terminal is estimated to million be the passengers busiest in California.

Long Beach Cruise Terminal is estimated to be the busiest in California.

Sources: Berkadia; Tetrad; U.S. Census Bureau; U.S. Bureau of Labor Statistics; Fortune/Money.CNN.com; Forbes; Moody’s; Wikipedia; Axiometrics; Long Beach Unified School District; Long Beach Business Journal; The Dismal Scientist; City of Long Beach; State of California; Los Angeles Chamber of Commerce; Los Angeles Times; Port of Long Beach; CoreLogic; California State University-Long Beach; Long Beach Business Journal; Long Beach Area Chamber of Commerce; Downtown Long Beach Associates; Los Angeles Business Journal; Long Beach Press-Telegram; Peterson’s; Curbed L.A.; Gazettes.com; Long Beach Post; JOC.com; pecplongbeach.com; lbciviccenter.com;Clark Construction; L.A. BIZ; ship-technology.com; AreaVibes; Long Beach Airport; Trust for Public Land; Niche; U.S. Mortgage Calculator

BERKADIA

ECONOMIC AND DEMOGRAPHIC OVERVIEW Sources: Berkadia; Tetrad; U.S. Census Bureau; U.S. Bureau of Labor Statistics; Fortune/Money.CNN.com; Forbes; Moody’s; Wikipedia; Axiometrics; Long District; Long Beach Business Journal; The Dismal Forbes; Scientist; City of Sources: Berkadia; Tetrad; U.S. Beach CensusUnified Bureau;School U.S. Bureau of Labor Statistics; Fortune/Money.CNN.com; Moody’s; Long Beach; State of California; Los Angeles of Commerce; Los Angeles Port of Dismal Long Beach; CoreLogic; Wikipedia; Axiometrics; Long Beach Unified Chamber School District; Long Beach BusinessTimes; Journal; The Scientist; City of California State University-Long Long Beach Business Journal; Long Beach Area Chamber Commerce; Long Beach; State of California; Beach; Los Angeles Chamber of Commerce; Los Angeles Times; Port ofofLong Beach; Downtown CoreLogic; BERKADIA HOTELS & HOSPITALITY Long Beach Associates; Los Angeles Business Journal; Long Beach Press-Telegram; Peterson’s; Curbed L.A.; Gazettes.com; California State University-Long Beach; Long Beach Business Journal; Long Beach Area Chamber of Commerce; Downtown Long Beach Associates; Post; JOC.com; pecplongbeach.com; lbciviccenter.com;Clark Construction; L.A. Curbed BIZ; ship-technology.com; Long Beach Los Angeles Business Journal; Long Beach Press-Telegram; Peterson’s; L.A.; Gazettes.com; AreaVibes; Long Beach Airport; Trust for Public Land; Niche; U.S. Mortgage Calculator

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BERKADIA MORTGAGE BANKING TEAM MATT RAPTOSH

Director 215.328.1318 Matt.Raptosh@Berkadia.com

CONNOR WIMSATT

Associate Director 240.204.5138 Connor.Wimsatt@Berkadia.com

DISCLAIMER & CONFIDENTIALITY

AGREEMENT

The material contained in this document is confidential, furnished solely for the purpose of considering investment in the property described therein and is not to be copied and/or used for any purpose or made available to any other person without the express written consent of Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. In accepting this, the recipient agrees to keep all material contained herein confidential.

This information package has been prepared to provide summary information to prospective purchasers and to establish a preliminary level of interest in the property described herein. It does not, however, purport to present all material information regarding the subject property, and it is not a substitute for a thorough due diligence investigation. In particular, Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. and seller have not made any investigation of the actual property, the tenants, the operating history, financial reports, leases, square footage, age or any other aspect of the property, including but not limited to any potential environmental problems that may exist and make no warranty or representation whatsoever concerning these issues. The information contained in this information package has been obtained from sources we believe to be reliable; however, Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. and Seller have not conducted any investigation regarding these matters and make no warranty or representation whatsoever regarding the accuracy or completeness of the information provided. Any pro formas, projections, opinions, assumptions or estimates used are for example only and do not necessarily represent the current or future performance of the property.

Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. and Seller strongly recommend that prospective purchasers conduct an in-depth investigation of every physical and financial aspect of the property to determine if the property meets their needs and expectations. We also recommend that prospective purchasers consult with their tax, financial and legal advisors on any matter that may affect their decision to purchase the property and the subsequent consequences of ownership.

All parties are advised that in any property the presence of certain kinds of molds, funguses, or other organisms may adversely affect the property and the health of some individuals. Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. recommend, if prospective buyers have questions or concerns regarding this issue, that prospective buyers conduct further inspections by a qualified professional.

The Seller retains the right to withdraw, modify or cancel this offer to sell at any time and without any notice or obligation. Any sale is subject to the sole and unrestricted approval of Seller, and Seller shall be under no obligation to any party until such time as Seller and any other necessary parties have executed a contract of sale containing terms and conditions acceptable to Seller and such obligations of Seller shall only be those in such contract of sale.

Please be advised except as may be set forth in the Purchase and Sale Agreement, no representations are being made or will be made regarding the Property by Owner and that each prospective purchaser must make its own independent, due diligence investigations of the Property.

For more information on these and other Berkadia® exclusive listings, please visit our website at www.Berkadia.com Berkadia®, a joint venture of Berkshire Hathaway and Leucadia National Corporation, is an industry leading commercial real estate company providing comprehensive capital solutions and investment sales advisory and research services for multifamily and commercial properties. Berkadia® is amongst the largest, highest rated and most respected primary, master and special servicers in the industry. © 2021 Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. Berkadia® and Berkadia Commercial Mortgage® are trademarks of Berkadia Commercial Mortgage LLC. Investment sales and real estate brokerage businesses are conducted exclusively

by Berkadia Real Estate Advisors LLC and Berkadia Real Estate Advisors Inc. Commercial mortgage loan origination and servicing businesses are conducted exclusively by Berkadia Commercial Mortgage LLC and Berkadia Commercial Mortgage Inc. In California, Berkadia Real Estate Advisors Inc. conducts business under CA Real Estate Broker Lic. #01931050, Berkadia Commercial Mortgage LLC under CA Finance Lender & Broker Lic. #998-0701, Berkadia Commercial Mortgage Inc. under CA Real Estate Broker Lic. #01874116. For state licensing details for the above entities, visit: www.berkadia.com/legal/licensing.aspx

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