T H E C A R LTON G ROUP C or porate O ve r v ie w Real Estate Private Equity Bankers since 1991Investment Sales, Equity & Debt Recapitalization and Investment Management Specialists Global Capital • Local Knowledge New York • Los Angeles • Chicago • West Palm Beach • London
I. Executive Summary II. Equity & Debt Placement III. Investment Sales Division IV. International Division V. Investment Management DivisionVI. Representative Carlton Transactions VII. Carlton Senior Management VIII. Contact Information
4 Executive Summary4 Foreword Dear Investor, We believe that each client requires a committed team of dedicated, focused professionals, who have a tireless work ethic to solve your capital needs. Raising capital and selling assets in today’s market is definitely a more challenging task, as investors are bombarded daily with news of economic volatility and political instability which is pervading the globe. This “new normal” depresses investor sentiment and makes investors more cautious than ever. That said, there are investors who will bid aggressively for assets, if such assets are properly marketed and positioned. In addition, raising capital today is a global exercise, with U.S. investors looking to invest overseas and international investors looking to invest in the United States. Moreover, investing in the United States is now viewed as a safe haven for investors, providing owners and operators a huge opportunity to trade assets on a highly advantageous basis. As such, Carlton is constantly meeting with investors from around the world to provide our clients with maximum exposure for their assets. In addition, our Investment Management Division works with buyers to identify preferred assets that they want to acquire. We believe that in order to maximize terms and proceeds for you and to overcome the foregoing factors, we must conduct a process that focuses on finding the one investor who is willing to reach the furthest in order to accomplish your objectives. Conversely, there are times when a quick and certain trade is required, which we also can quietly deliver. We pride ourselves in delivering a 24/7 work ethic, which coupled with our tremendous domestic and international relationships, allows us to provide you with a true value-added service to access investors who will bid aggressively in order to capitalize your asset. We focus on assets located in major markets and have proven to have an unparalleled track record for completing large, complicated transactions with investors who are well capitalized, can move quickly and are willing to go hard as soon as possible. This mantra has resulted in excess of $25 billion of “Post Credit Crunch” closed transactions. Moreover, the credit crisis has shown that it is individuals who can provide you with quality service and results, and not large corporations or the behemoth investment banks which had previously dominated the marketplace. We possess sophisticated modeling techniques and one of the most aggressive client advocacy teams in the country. In short, we know how to negotiate the best terms and proceeds for your assets. This “bravado” has resulted in $80 billion of large, complicated, equity driven transactions completed by Carlton. Please review this summary and examine the excellent results that we have achieved for our clients. We look forward to meeting with you and helping you raise the necessary capital for your next investment sale, acquisition, recapitalization, or note restructuring. Sincerely, Howard L. Michaels Chairman
Carlton Corporate Overview 5 Carlton Corporate Overview 5 Carlton was rated as the #1 Investment Sales & Recapitalization Broker for Manhattan Office Asset Sales in the first half of 2011, and the seventhmost productive broker in the entire United Statesfor all asset classes. In addition, the firm executes a multi billion dollar advisory platform in the United Kingdom, Continental and Eastern Europe and Asia.
Carlton Corporate Overview 7 Carlton Corporate Overview 7Executive SummaryThe Carlton GroupFounded in 1991, The Carlton Group is a leading international real estateinvestment bank prominent in investment sales, equity and debt placement,recapitalizations and commercial and residential loan sales. The firm alsospecializes in providing asset valuations and advising clients on commercialloan restructurings.We have completed over $80 billion of transactions which includes over $25 billion of “PostCredit Crunch” closed transactions.Carlton executes a specialized practice of raising equity capital and we excel at coordinatingand organizing asset specific bid strategies, for large transactions, often with multi-tieredcapital tranches in order to generate the maximum amount of proceeds for our clients.We have a proven ability in generating maximum sales proceeds through a negotiatedor competitive sales process, or by arranging passive promotable equity from qualifiedinvestors. Additionally, we also possess a tremendous international rolodex of privateequity, ultra high net worth, sovereign wealth investors, hedge funds, family offices, moneymanagers, and other capital sources that are highly motivated to invest in quality projectswith you.Carlton’s advisory practice focuses on the following areas, which enable us to provide you witha targeted and focused effort, which will result in maximizing proceeds and terms for you. Investment Sales Equity Placement Debt Placement Hospitality Advisory International Division Investment Management Loan Sale Trading Valuation and Loan UCC Foreclosure Restructuring Advisory
8 Executive Summary 737 Park Avenue New York, NY Morgans Hotel Group Portfolio CNL/MSREF Portfolio Various U.S. Markets We possess highly sophisticated modeling techniques and relationships with investors all Investment Sales over the world who will bid aggressively for your assets. Moreover, our aggressive, hard hitting negotiation style has continuously maximized value and terms for our clients. Executives at Carlton have completed some of the largest investment sale transactions all over the world, including the sale of the Bank of America Tower in San Francisco, the approximate one billion dollar trade of the Savoy Hotel Group portfolio, and the sale of numerous other large, multi-hundred million dollar, investment sale transactions. Having completed over $50 billion of equity and debt transactions, Carlton is an industry Equity Debt leader in arranging large amounts of equity and debt capital for private investors and Placement institutional owners of real estate. Our synergistic approach enables us to combine our equity and debt placement business with our investment sales focus which increases our ability to get deals closed and generate the greatest amount of proceeds. Carlton has a dedicated practice of raising equity for entity level equity placements, Entity Level Equity which raises programmatic capital for institutional clients. This group has raised in Placement excess of one billion dollars of programmatic equity capital for various sponsors, pursuant to a pre-determined business plan, promote structure and waterfall. run a specialized hospitality practice which has been responsible for some of We Hospitality the largest hospitality transactions in the world, both before and after the “credit Advisory crunch.” We specialize in the sale of hospitality assets and arranging of multi- tiered structured finance solutions to the hospitality sector. In fact, just this year we represented Paulson Co. and Winthrop Realty Trust in the $4 billion UCC Sale of the CNL/MSREF portfolio, which included some of the finest hospitality assets in the world, such as the Grand Wailea Resort Spa, the Claremont Hotel Club Spa and the Ritz-Carlton Grand Lakes. Carlton has been one of the most active and successful recapitalization experts since Recapitalization the beginning of the credit crunch, having completed approximately 2 billion dollars Restructuring of satisfactory loan workouts in 2011 alone. We have an in depth knowledge of both securitized and balance sheet financings, along with an excellent understanding of the complex documentation and intercreditor agreements which guided these transactions. We are also totally conversant with the current “technology” which sets the basis for a mutually acceptable loan restructure and or modification. Moreover, being one of the most prolific originators of securitized debt “pre-credit crunch”, we understand how these mulit-tranched capital stacks work and have the unique ability to assess and negotiate these documents with servicers and other secured parties. We also possess tremendous access to non-traditional debt and equity capital sources which allow us to facilitate the funding of a DPO or par payoff, which is presently how many overleveraged loan positions are being satisfied.
Carlton Corporate Overview 9 Carlton has developed and established a substantial overseas advisory practice,Carlton International closing billion dollars of overseas transactions. We employ many multilingual capitalDivision markets professionals who have both lived and worked in Europe, Eurasia and Asia. These individuals have a deep understanding of the respective international local markets and possess significant equity and debt relationships, which allow us to execute a highly successful advisory practice globally. Currently, the capital markets overseas are unpredictable and volatile. Access to capital is disparate and fragmented, with very little transparency. Therefore, it is essential that lenders and clients use sophisticated intermediaries like Carlton in order to conduct a competitive process, which will result in the highest possible proceeds and the best terms. Currently, the firm is executing well over one billion dollars of equity, debt, investment and loan sale transactions for a variety of different financial institution and property owners throughout the world. This group is led by Ms. Sybil Ellis, formally an Executive Vice President and Co-Investment Head of Acquisitions at arguably the most successful real estate company ever inManagement the United States, Equity Office Properties (“EOP”). This division assists buyers and other non-controlling parties with expert real estate advice for a variety of services, which includes identifying particular assets for acquisition, as well as buy-side advisory services. These services include valuation, due diligence, dispute resolution and numerous other services. Ms. Ellis and her team have been highly successful, completing well in excess of $15 billion in acquisitions and dispositions while at EOP. Ms. Ellis is acknowledged as a real estate expert and specializes in representing both domestic and international investors. the loan sale business since 1991, Carlton is one of the world’s leading real estate InLoan Sale loan trading firms specializing in the valuation and sale of distressed loan and REOAdvisory and assets. Carlton typically executes loan sale transactions either on a negotiated basis forThe Carlton large loans or through bulk and/or portfolio loan sales. In addition, we also sell smallExchange balance commercial loans through our CEX MLS, FIRST COME, FIRST SERVE, BUY NOW auction hybrid platform which provides sellers with all of the benefits and urgency of an auction but with the retail pricing associated with a conventional listing (www.carltonexchange.com). Carlton uses highly sophisticated valuation techniques and can navigate the entireValuation restructuring and valuation process either for the lender or the borrower. In 2010Commercial Loan and 2011, we performed valuations on over 1,300 assets valued in excess of $5 Restructuring billion, which were transacted at 90% or better of Carlton’s “pre-sale” indicative valuation. In addition, Carlton has experience working with numerous servicers and lenders to either negotiate mutually agreeable payoffs or stand stills which have facilitated major recapitalizations. Carlton is an expert with all aspects of the UCC foreclosure process and regularlyUCC Foreclosure executes foreclosure sales for some of the largest holders of distressed assets in theAdvisory world. Our market prestige was demonstrated when we represented one of the most opportunistic investors in the country, Bill Ackman of Pershing, in his attempt to gain control of Peter Cooper Village / Stuyvesant Town. This was the largest UCC foreclosure in history.
10 Executive SummaryRecently Closed TransactionsThe following represents selected transactions, which Carlton has closed in 2011. For the most part,these properties were under large financial distress and required an immediate negotiation to haveadverse parties either stand still, and/or accept a discounted pay-off. Simultaneously, we raisedclose to one billion dollars of equity and debt capital to pay-off the lenders and other creditors. All ofthese transactions were time sensitive, and we were able to orchestrate a strategic approach, whichallowed our clients to retain ownership, management and a promoted interest, prospectively. One Park Avenue 1180 Avenue of the Americas Carlton arranged the closing of an Carlton arranged this transaction approximate $500 million equity with a joint venture between and debt recapitalization and our client and one of the largest restructure at One Park Avenue, corporations in China, which an iconic one million square foot has a substantial real estate office asset in Midtown, Manhat- division. This was a highly tense tan. This deal showcased Carlton’s and time sensitive transaction, ability to simultaneously negotiate in that the mezzanine lender had a standstill with lenders who had not only accelerated their loan, accelerated their loan positions but had initiated a UCC process and were readying for a UCC sale to gain control of the property. in order to gain control of the Carlton was able to access this property. Our efforts culminated international investor, who in an approximate $500 million stepped up in a matter of days, recapitalization, which allowed put up a hard deposit, and closed our client to maintain control shortly thereafter. This transaction and management of the property, also allowed our client to keep along with a significant control and management of the promoted interest. property, along with a significant promoted interest.
Carlton Corporate Overview 11450 West 33rd Street 300 South RiversideThis asset had an approximate Carlton was the exclusive advisor$600 million multi-tranche on this $200 million acquisitioncapital stack, which was owned of a prime 1.1 million square foot,by a variety of senior and junior iconic office tower in Chicago.lenders. The junior lender had This transaction was completedretained another broker to sell with a large investment bank andtheir position, which was sold to an overseas investment grouptwo large real estate companies that put in more than 70% of thethat were determined to gain equity. This was a time-sensitivecontrol of the asset. Carlton transaction, that was highlyworked quickly and quietly, complicated as over 60% of thearranging a competitive process, building was occupied by a singlewhich allowed our client to gain tenant, leaving many of the lendersthe necessary funds to buy out nervous based on the perceivedtheir original capital partner inability to easily lease largeand stabilized the capital stack. blocks of space in Chicago. ThisThis recapitalization allowed our transaction was closed in a timelyclient to maintain both control fashion and on excellent terms forand management of the property our client.prospectively.
12 Executive Summary150 East 72nd Street 760 Market Street 737 Park AvenueOn behalf of iconic developer Carlton closed a $75 million first This is a magnificent, pre-warHarry Macklowe, Carlton mortgage financing (75% LTV) asset on Manhattan’s Upper Eastarranged $120 million of equity for one of San Francisco’s most Side, which Mr. Macklowe intendsand debt financing for this historic assets at 760 Market Street to convert to condominiums.beautiful corner apartment for Thor Operating Fund II. The Carlton accessed a London-basedhouse in Manhattan, which Mr. financing for this 278,000 square lender who fully committed to Mr.Macklowe intends to convert to foot office and retail asset known Macklowe at his contract signingcondominiums. The acquisition as the “Phelan Building” was to provide $250 million of seniorprice was $70 million and Carlton completed in less than 30 days. financing. In addition, Carltonwas able to bring in a lender for Carlton successfully streamlined accessed a multi-billion dollarthe acquisition who provided the underwriting of this complex equity fund to partner with Mr.an approximate $90 million first financing with over 300 tenants Macklowe on this transaction.mortgage, as well as a large family and maximized both terms andoffice, which invested the majority proceeds for our client.of the $30 million of equitythat was required to completethe transaction. Mr. Macklowereceived a generous promote.This transaction is anotherexample of Carlton’s ability toraise large amounts of capitalwith virtually no in-place NOI.
Carlton Corporate Overview 15 Creative Equity Debt Structures Since 1991, we have dedicated ourselves to forming relationships with conventional and non-traditional, equity and debt capital sources throughout world. This has enabled us to put together partnerships on some of the biggest assets in the world and also provide large amounts of passive, promotable equity to our clients. Conversely, we also provide our investors tremendous investment opportunities with quality operators. Our niche is providing creative capital solutions for multi-tiered capital structures, which provides advantageous terms for our clients. The following will give you insight into certain of the capital structures that we can provide for you. Lenders/Partners Capital Stack Typical StructureSovereign Wealth Middle East Capital Sponsor English Money Management Firms JV Equity CARLTONFamily Office Co-Equity Common or Preferred Equity up to100% InvestmentOpportunity Funds Returns: 15%+Real Estate Investment Trusts (REIT) Up to 100% 25% Promote over a 12% IRRPension Funds and Advisors (95%/5% orGerman Funds Syndicators 90%/10%) 40% Promote over an 18% IRR Mezzanine Returns: 15%+High Net Worth Investors FinancingPrivate Equity Hedge Funds up to 85%Life Insurance CompaniesMoney Center Banks Subordinate Capital CARLTONReal Estate Investment Trusts (REIT) 10% to 15% Pay / AccrueMezzanine Funds Senior SeniorPrivate Equity Hedge Funds Financing FinancingCommercial Banks up to 65% up to 65%Savings Banks A / B Senior Debt StructuresBridge LendersInternational Financial Institutions
Carlton Corporate Overview 17Investment Sales DivisionDeal with the BestIn July of this year, the real estate industry publication, Real Estate Alert, ratedCarlton as the #1 Investment Sales Broker and Recapitalization Specialistin Manhattan for office property sales, and the 7th Most Successful Brokeroverall in the United States.Pursuant to this rating, Carlton was able to beat out many of the perceived“larger national brokerage houses”, making us one of the most active andsuccessful companies in the nation and in the “elite” when it comes to sellingor recapitalizing large assets in the United States.In addition, Carlton has a huge overseas business and is presently executing wellover a billion dollars of investment sales and equity and debt recapitalizationsthroughout Europe and Eurasia.Carlton achieved this status as its highly experienced team of real estate professionals worksto provide our clients with a totally committed and focused effort on each transaction. Ourrelationships with investors span the globe, and our sophisticated modeling and advancednegotiation techniques are able to generate maximum terms and proceeds for our clients.Please find below the rankings as published in Real Estate Alert on July 20, 2011:Rank City Top Brokerage Firm 1H-2011 No. of 1H-2010 No. of Amount Properties Amount Properties ($ Mil.) ($ Mil.)#1 New York City Carlton Group $3,797 23 $1,452 13#2 Washington, D.C. Cassidy Turley $2,521 18 $1,058 7#3 San Jose/Silicon Valley Newmark Knight Frank $1,062 22 $393 9#4 Los Angeles Area Eastdil Secured $1,025 22 $312 9#5 San Francisco Eastdil Secured $910 13 $717 4#6 Boston Area Cushman Wakefield $857 5 $887 12#7 Houston Area HFF $791 7 $344 7#8 South Florida CBRE $722 6 $177 7
18 Investment Sale Recap OverviewIn business since 1991, Carlton has closed in excess of $80 billion of investment and loan sales, andequity and debt recapitalizations for some of the largest investors in the world. Included in our closingvolume is $25 billion in “Post Credit Crunch” closed transactions. • arlton’s Investment Sales business is highly synergistic with Carlton’s existing C equity, debt and loan sale advisory business. Moreover, through the sale and/or refinancing of thoughts of assets, we possess one of the best investor networks in the world. •W e have personal relationships with virtually all of the large, credible institutional, domestic and high net worth investors and funds which has allowed us to consummate some of the largest deals in the world. • ur expertise is in arranging either a sale and/or joint venture partnership. We O are experts at negotiating promotes and favorable profit waterfalls for our clients. We have spent a lifetime providing passive promotable equity to active operating partners, matching up capital and assets based on our client’s objectives. •W e sell assets either through a conventional negotiated process or we can orchestrate a competitive, date certain auction process designed to produce multiple, ready to close bids with signed purchase contracts and hard money toBank of America Tower assure full pricing and certainty of close.San Francisco, CAWe Initially Arranged $860 Million of Debt and Equity Acquisition Capital and • n sum, Carlton possess a tremendous international rolodex of buyers and ISubsequently Orchestrated the $1.1 billion sellers and has sophisticated modeling and trading techniques which allows usSale to a Hong Kong Consortium to drive proceeds and maximize terms for our clients.We have advised and closed on some of the largest transactions in the United States, including the following: • $1.4 Billion General Motors Building: We arranged the $1.4 billion equity recapitalization of the General Motors Building, where we accessed a German closed end fund that invested $300 million of equity in partnership with our client.
Carlton Corporate Overview 19 •$ 800 Million Manhattan House Condominium: We arranged the $800 million equity and debt joint venture for the Manhattan House Condominium in Manhattan. Prior to Stuyvesant Town, this was one of the largest single asset residential acquisitions in the history of New York. • 1.5 Billion Arden Office Portfolio: We completed the $1.5 billion capital $ raise for the acquisition of this 33 asset, 4.6 million square foot, office portfolio throughout Southern California. The financing represented 90% of the total acquisition cost for Mexico’s largest commercial real estate developer. • 575 Million Morgan’s Hotel Group Portfolio: Refinancing of the 1,516-key $ hotel portfolio, consisting of some of the most famous boutique hotels in the country. They included the Morgan’s Hotel, the Royalton, the Hudson, the Delano and the Mondrian Hotels located in New York, California and Florida. • 860 Million Bank of America Tower: Arranged the initial $860 million joint $ venture acquisition of this 52 story, class-A office tower, and the subsequent $1.1 billion sale to Hudson Waterfront Associates (a Hong Kong based investor group). • 132 Million Gotham Hospitality Portfolio: Carlton acted as exclusive sale $ advisor to the Gotham Hospitality Group in this $132 million sale of these six Manhattan boutique hotels comprising 656-keys and bringing in Credit Suisse as the purchaser. Morgan’s Hotel Portfolio Arden Office Portfolio $575 Million Refinancing of a $1.5 Billion Financing of 33 Assets in Luxury Hotel Portfolio Southern California
20 Investment Sale Recap OverviewThe following are other significant transactions completed by Carlton:Lipstick Building, New York, NY Trump SoHo, New York, NY The Royalton Hotel, New York, NYCreative structure, which included a Arranged a $335 million senior and Part of a $575 million refinance for Ian$335 million fee sale, plus a $225 million mezzanine, ground-up construction loan Schrager Hotelsground lease finance and a $60 millionbridge equity loan • $ 800 Million Savoy Group Hotel: Executives from the Carlton Hospitality Group executed this sale which consisted of Claridges, Connaught, the Berkeley and the Savory hotels totaling $800 million. •$ 96 Million Barbizon Hotel: An exclusive sale advisor to Ian Schrager Hotels and NorthStar Capital Investment Corporation. We arranged this $96 million sale of this 306-key luxury hotel and spa located on East 63rd Street in Midtown Manhattan. •$ 700 Million CIGA Hotel Group: Senior executives at Carlton’s Hospitality Group represented the buyer ITT Sheridan in the purchase of Europe’s leading luxury hotel group, CIGA Hotel Group. •$ 504 Million Crowne Sterling All-Suite Hotel Portfolio: Carlton Hospitality Group team members transacted the sale of this portfolio. Wall St. 100 Williams St.: Sold this four • 396 Million 111 8th Ave / 9599 $ property portfolio to Cerberus for $396 million, which at the time was one of the largest Manhattan investment sales on record. • Downtown Athletic Club: Represented the DAC on the sale of this precious asset located in New York, NY.
Carlton Corporate Overview 21Other Important Recent Carlton Transaction accomplishments: •E xclusive advisor to Pershing and Winthrop Realty in the largest foreclosure sale ever in the United States at Peter Cooper Village / Stuyvesant Town. • xclusive advisor to Paulson Co. and Winthrop Realty in the $4 billion E foreclosure sale of the CNL/MSREF portfolio. •E xclusive advisor to Deutsche Bank in the foreclosure sale of the Westin Hotel in San Francisco, CA. • xclusive advisor to Windsor Realty in the foreclosure sale of a portfolio of E limited service hotels located in various markets throughout the United States. Peter Cooper Village / Stuyvesant Town New York, NY Westin San Francisco CNL/MSREF Portfolio San Francisco, CA Various U.S. Markets
Carlton Corporate Overview 23International DivisionOver the last 20 years, Carlton has developed and established a substantial overseas advisorypractice, closing in excess of several billion dollars in transactions.Carlton employs many multilingual capital markets professionals, who have both lived andworked in Europe, Eurasia and Asia. These individuals have a deep understanding of therespective international local markets and possess significant equity and debt relationships,which allows us to execute a highly successful advisory practice globally. Currently, thecapital markets overseas are unpredictable and volatile. Access to capital is disparate andfragmented, with very little transparency. Therefore, it is essential that lenders and clientsuse sophisticated intermediaries like Carlton in order to conduct a competitive process,which will result in the highest possible proceeds.Outlined below, please find a listing of certain of our closed large, high profile transactions,as well as a generic overview of international transactions that we are presently executing.As of this moment, the firm is currently executing well over one billion dollars in equity,debt, investment and loan sale transactions for a variety of different institutions and largeproperty owners, located from London to Seoul to Moscow.Certain European transactions that Carlton executives have completed are as follows:• ,200-Unit Residential Apartment Acquistion – Carlton provided close to $100 million of equity from 5 a Canadian pension fund to a U.S. based developer to acquire over 5,000 residential units in Berlin.• atvia Apartment Acquisition: Carlton raised over $80 million of equity and debt to close on an L apartment acquisition and renovation project in Latvia.• ity Gate Twin Towers Romania: Carlton arranged the $30 million refinancing of a twin office C commercial development in Bucharest, Romania• ula Croatia Project: Carlton orchestrated $27 million financing for the land acquisition and P construction of this residential project in Croatia.• ecapitalization of 1180 Sixth Avenue: In 2011, Carlton accessed in a major Chinese Conglomerate as R an equity partner to complete the $300 million recapitalization of this prime officer tower in Manhattan.• cquisition Condo Conversion at 737 Park Avenue: Carlton lined up a major London based A investment firm who provided $250 million in first mortgage financing to complete Harry Macklowe’s newest acquisition and condominium conversion at 737 Park Avenue in Manhattan.• eneral Motors Building: We accessed a German closed-end fund, which provided $300 million of G equity to Harry Macklowe, the owner of the General Motors Building, which facilitated a $1.4 billion recapitalization.• ale of the Savoy Group Hotel Portfolio: Executives from the Carlton Hospitality Group, prior to S working at Carlton executed this $800 million transaction which consisted of the sale of the Claridge’s, The Connaught, the Berkley and the Savoy hotels, all located in London, United Kingdom.• ale of the CIGA Hotel Group Portfolio: Executives from the Carlton Hospitality Group, prior to S working at Carlton represented this borrower which was ITT Sheraton, who purchased Europe’s leading luxury hotel company, CIGA Hotel Group.
Carlton Corporate Overview 25Investment Management DivisionThe Investment Management Division, through our real estate capital markets expertiseand extensive industry network, provide an array of services that have resulted in yearsof superior investment performance. Clients engage our Investment Management team inorder to source and originate particular asset types or generally represent buyers who areinterested in acquiring assets in the United States. This representation is on a direct basisand from owners and operators who exclusively control properties that our clients may beinterested in.Carlton’s Investment Management Division, is led by Ms. Sybil Ellis, who is one of the mostaccomplished real estate professionals in the country, who has completed in excess of $15billion of acquisitions and dispositions while she was an Executive Vice President at EquityOffice Properties.Our team has owner, operator and transaction expertise, which was developed fromowning over 220 assets, totaling over 97 million square feet in targeted major markets sincethe 1980’s. The Investment Management Division professionals average over 25+ years ofcommercial real estate experience in sourcing, originating, underwriting, due diligence,working with top legal firms around the country, structuring, managing, repositioning anddisposing of assets.This group has a proven track record through all market cycles which has involved themmaking every property level decision based on maximizing investor returns. The InvestmentManagement Division can provide the following services for you: Valuation Tactical Restructuring Advisory Underwriting Due Diligence Expertise Creative Deal Structuring Access to an Extensive Industry Network✳ On the following pages, please find several notable transactions completed by Ms. Sybil Ellis (formerly Executive Vice President at Equity Office Properties).
26 Investment Management Division 1301 Avenue of the Americas✳ New York, NY • Deal Size: $725 million •P roperty Summary: A two million square foot, premier office asset in the heart of Midtown Manhattan. •C apitalization: Ms. Ellis led a joint venture with Lehman Brothers in July, 2000 to acquire the two million square foot, Class-A office asset in Midtown Manhattan for $725 million. At acquisition, leases were below market creating future upside opportunity with vacancy rapidly declining, enabling them to capitalize on the market. Both firms far exceeded their return thresholds. Park Avenue Tower✳ New York, NY • Deal Size: $245 million • roperty Summary: A 570,000 square foot, Class-A office building on 55th P street, just steps off of Park Avenue. •C apitalization: Ms. Ellis led the acquisition of this prime, 570,000 square foot, Class-A office asset in Midtown Manhattan which was acquired out of bankruptcy at a significant discount to the outstanding principal balance. They were able to significantly increase cash flow, enabling the venture to provide returns that far exceeded their conservative assumptions.
30 Representative Carlton Transactions General Motors Building New York, NY • Deal Size: $1.4 billion • roperty Summary: At 2 million square feet, the General Motors Building is P arguably the highest profile officer tower in Manhattan. • apitalization: Carlton arranged the $1.4 billion equity recapitalization on C behalf of our client, Harry Macklowe, by bringing in a German closed-end fund to partner with him for the additional $300 million of equity needed to complete the deal. Manhattan House New York, NY • Deal Size: $800 million • roperty Summary: A prime, one million square foot, 583 unit, residential P building converted to condominiums. •C apitalization: Carlton arranged $800 million of debt and equity financing for the largest condominium conversion in the history of Manhattan by orchestrating the joint venture partnership between a major real estate investment fund and a high profile developer. We also arranged a $600 million plus mortgage.
Carlton Corporate Overview 31 Trump SoHo New York, NY • Deal Size: $335 million •P roperty Summary: A 46-story, 391 unit luxury condominium-hotel • Capitalization: Carlton acted as the exclusive capital advisor for this Donald Trump project, in which we were able to arrange the $335 million construction and mezzanine loan financing for the ground- up development of this luxury, 46-story, 391 unit condominium- hotel. This 385,000 square foot project was the first of its kind in the exclusive and highly desirable SoHo section of Manhattan, as the neighborhood has some of the most regulated development restrictions throughout the entire city as per its historic nature. 311 South Wacker Drive Chicago, IL • Deal Size: $244 million • roperty Summary: A 1.4 million square foot, Class-A office tower P in Chicago’s West Loop. •C apitalization: Carlton arranged $800 million of debt and equity financing for the largest condominium conversion in the history of Manhattan by orchestrating the joint venture partnership between a major opportunity fund and a high profile developer. We also arranged a $500 million plus mortgage.
32 Representative Carlton Transactions Lipstick Building New York, NY • Deal Size: $600 million • Property Summary: A one million square foot, Class-A office tower in Midtown Manhattan. •C apitalization: This transaction occurred at the beginning of the credit crisis in which Carlton had initially arranged a 90% equity and debt financing to facilitate the acquisition of this asset. With the capital markets deteriorating, the lender backed out on its capital commitment. Carlton was able to adapt and create a highly creative capital structure, which included the sale of the fee position with a simultaneous lease-hold financing, coupled with a bridge equity loan that allowed our clients to acquire this prized asset. Bank of America Center San Francisco, CA • Deal Size: $860 million / $1.1 billion • sset Summary: A 1.8 million square foot, trophy office asset comprised of A three buildings. •C apitalization: Carlton arranged an $860 million of equity and debt financing from a major Canadian REIT and an investment bank. 18 months later, without the clients executing one lease, we were able to bring in an Asian investor who acquired the property for $1.1 billion, which resulted in a $240 million gain for our clients.
Carlton Corporate Overview 33 The Savoy Group Hospitality Portfolio London, United Kingdom • Deal Size: $800 million • Asset Summary: Sale of an iconic hotel portfolio of numerous five-star assets throughout London, United Kingdom. • apitalization: Carlton’s Hospitality Team executed this $800 C million sale which consisted of Claridges, Connaught, the Berkeley and the Savoy, which are all some of London’s premier hotels. Note: is transaction was completed by Mr. Bralower while at another company Th Twin Office Towers Romania Bucharest, Romania • Deal Size: €30 Million • sset Summary: Construction of twin office tower complex totaling A 500,000 square feet in Bucharest, Romania •C apitalization: Arranged the €30 Million financing from a major institution for the development of two office towers to be completed in 2011.
34 Representative Carlton TransactionsCNL/MSREF PortfolioVarious locations throughout the United States• Deal Size: $4 billion (UCC Foreclosure Sale)•A sset Summary: Portfolio of some of the finest hospitality assets including the Grand Wailea Resort Spa, the Doral Resort and Spa and the Ritz-Carlton Grand Lakes.• Capitalization: Completed the $4 billion mezzanine UCC foreclosure sale on behalf of Paulson Co. and Winthrop Realty Trust on the “CNL/MSREF” portfolio which consists of some of the finest hospitality properties in the United States.
38 Senior Management Biographies Mr. Michaels is Owner and Chairman of the Carlton Group. Since 1990, Mr. Michaels has been instrumental inHoward L. Michaels, the marketing, sale and financing of over $80 billion of commercial and residential assets through the CarltonChairman Group and its related entities. In addition to his responsibilities as Chairman, Mr. Michaels directs Carlton’s loan sales and debt and equity placement activities. In this capacity, he has established a reputation as one of the nation’s foremost deal makers, and has arranged capital for such notable transactions as The General Motors Building, Manhattan House, 666 Fifth Avenue, and the Starrett-Lehigh Building in New York, among numerous others. He is a graduate of American University with a BS in Business Administration. M r. Campbell has over 15 years of commercial real estate experience. Since joining Carlton in 1998, he hasMichael J. Campbell, been integrally involved in the structuring and procuring of equity and debt capital for over $40 billionPartner of real estate projects around the world as well as a senior member of Carlton’s principal business. Prior to joining Carlton, Michael spent five years at various Prudential real estate groups including PRG, PCG and PMCC. He has extensive experience in all facets of real estate investments including: complex equity and debt capital structuring, business origination development, loan/REO auctions and underwriting for all property classes. Michael has a degree in Financial Engineering from James Madison University and a master’s in Real Estate Finance and Investments from New York University. Korbar is a Managing Director of the Carlton Group and Co-Head of its Loan Sale Group. Mr. Korbar is a Mr.Joseph Korbar, residential loan and capital markets expert having held senior positions for JP Morgan Chase, Mortgage It andManaging Director Deutsche Bank over a 20 year period. At Deutsche Bank, Mr. Korbar was a Senior Banker in the RMBS FixedCo-Head of Loan Sale Group Income Division where he was responsible for pricing and new product development for a $25 billion per year book of investments. In addition, Mr. Korbar managed risk, hedged positions and determined best execution strategies for the portfolio. Prior to Deutsche Bank, Mr. Korbar worked at JP Morgan Chase as a Senior Vice President in the Finance Division. Mr. Korbar has a B.S. in Finance from Seton Hall University. Sullivan has executed hospitality-related principal and advisory transactions with a market value in excess Mr.Brendan P. Sullivan, of $5.0 billion. Prior to joining Carlton, Mr. Sullivan was President of Stephen W. Brener Associates/InterBankManaging Director Brener Hospitality, where he was responsible for the company’s three primary business lines: InvestmentCo-Head of Hospitality Banking and Principal Activities; Advisory and Brokerage Services; and Strategic Relationships. His majorGroup clients included Marriott International/Host Marriott, Ladbroke (Hilton), FelCor Lodging Trust, Thayer Lodging Group and the Port Authority of NY and NJ, among others During his career, Mr. Bralower has completed over $20 billion of debt, equity, corporate finance, MA advisoryJohn Bralower, and leasing transactions for many of the real estate and hospitality industry’s leading companies. Mr. Bralower’sManaging Director positions prior to joining Carlton include Managing Director and co-head of global real estate investmentCo-Head of Hospitality banking at Houlihan Lokey Howard Zukin and President of Sonnenblick-Goldman Company. Mr. Bralower is a member of the board of the Lincoln Center Corporate Fund’s Real Estate and Construction Council and ofGroup the advisory board of Distressed Assets Reporter. He is a Trustee Emeritus of the Advisory Board of New York University’s Tisch Center for Tourism and Hospitality and is also a member of the New York State Bar and the Chairman of the Planning Board of the Village of Oyster Bay Cove. Ms. Ellis is President of Carlton’s Investment Management Division and has over 27 years of extensive real estateSybil Ellis, investment and management experience in all commercial property types of the real estate industry. Her areasPresident of Investment of expertise include complex negotiation skills and origination of acquisition and disposition transactions asManagement Division well as a background in strategic mergers, development and due diligence. As former Co-Head and Executive Vice President of Real Estate Investments at Sam Zell’s Equity Office Properties Trust, Ms. Ellis was one of the top five executives and co-managed all acquisitions, joint ventures, dispositions and development activity throughout the country. She played a key role in the formation of strategies and growth of Equity Office during her eighteen year tenure with the company. Mudry oversees the Carlton Merchant Banking/Equity Placement and Advisory Service Groups. Mr. Mr.Robert Mudry, Mudry is a seasoned sales and marketing professional with over 30 years of business development, capitalManaging Director raising and managerial skills. He has raised billions of dollars in capital from global sources for financial institutions including, prominent hedge funds, private equity and family offices. He has also served as advisor and provided strategic direction and financing for several listed public companies over the last decade.
Carlton Corporate Overview 39 and the General Counsel of The Carlton Group and its related Daniel Bildner is a Managing DirectorDaniel Bildner, companies. In addition to his role as general counsel, Mr. Bildner is involved in Carlton’s advisory, consulting,Managing Director principal transaction and workout and restructuring businesses. He has over 15 years of experience in the real estate industry. Most recently, Mr. Bildner was vice president and general counsel of Armstrong Capital Management LLC, an owner and operator of nearly 3 million square feet of retail, shopping center, office, and multifamily properties, where in addition to being the chief legal officer of Armstrong, he also oversaw and led the acquisitions, financings, and joint ventures of the company. Prior to that Mr. Bildner was a partner at the international law firm of Greenberg Traurig, LLP where he practiced in the Real Estate Department for twelve years handling numerous complex acquisition, financing, construction and joint venture matters. Barry is a Managing Director of Carlton Advisory Services, Inc. Mr. Barry has over 8 years of international Mr.David Barry, commercial real estate experience primarily in the structuring and procuring of equity and debt capital forManaging Director over $4bn of real estate. Prior to joining Carlton, Mr. Barry was a partner in Duke House Asset Managers, a European based commercial real estate business and also was an investment manager in Davy, Ireland’s largest wealth management firm with a focus on international real estate. Prior to Davy, Mr. Barry worked in KPMG Corporate Finance in Dublin for 6 years in structured finance, where he qualified as a chartered accountant. Mr. Barry is a graduate of University College Dublin with a B Comm in Business Finance / Accounting. Jonathon Ivory is a Director and head of Carlton’s London office. Mr. Ivory has more than a decade of internationalJonathon Ivory, commercial and residential real estate experience including direct property investment, development, financingDirector and asset management and has played leading roles in real estate transactions globally totaling over $2 billion. Prior to joining Carlton Jonathon was Vice President at Broberg Capital, a U.S. distressed real estate investment group, as well as had previous roles including the Head of Global Development at Cornhill Capital, a U.K. based investment company and a Development Executive at The Raven Group. Jonathon has advised over 100 European financial institutions, family offices and high net worth individuals during his career. He received his Social Sciences Bachelors Degree from Bristol University. Montgomery has over 15 years of extensive investment and management experience in all commercial Mr.Ken Montgomery, property types of the real estate industry. His areas of expertise include the implementation of repositioningManaging Director and restructuring strategies for complex real estate assets as well as the sourcing and structuring of acquisition and disposition transactions for both investment managers and funds. During his career, Mr. Montgomery has been involved in the origination, underwriting, closing and management of over $5 billion of real estate transactions including senior mortgages, convertible debt, preferred equity, mezzanine financing, equity financing, development bond financings, joint ventures and portfolio restructurings. His previous positions include Director of Structured Finance for CIT’s Commercial Real Estate Group and ING Bank’s Commercial Real Estate Finance Group. Cooney is a real estate investment banking professional with 19 years of experience in the structured Mr.Richard Cooney II, finance, sale, development, acquisition, recapitalization and asset management of institutional quality realManaging Director estate. Throughout his career, he has been involved in most asset classes including office, multifamily, retail/ commercial, hotel and golf course resort communities. Prior to joining Carlton, Mr. Cooney was the Managing Partner and Founder of the Bluestone Group, a boutique real estate investment banking firm. Before that, Mr. Cooney was a Partner at Greenwich Group International where he completed over $6 billion in transactions. Carolyn Pianin joined the Carlton Group in July 2011 as a Managing Director. She has underwritten andCarolyn L. Pianin, closed over a half billion in direct debt, and has managed over 50 million square feet of commercial real estateManaging Director assets, approximately 8,000 multi-family units and more than a dozen hotel investments. With over 25 years of experience in a variety of senior level positions, she has broad-based knowledge of asset management, restructuring and underwriting of both equity and debt positions, with direct experience dealing with all levels of the capital stack, including equity, senior secured debt, subordinated notes and mezzanine financings. Prior to joining Cartlon, Carolyn had most recently completed an assignment with Otera Capital’s Credits and Workout group, where she was responsible for the disposition of a $100 million (UPB) portfolio. Prior to Otera. Morque is a Director at The Carlton Group and works within its Merchant Banking Division and Mr.Kyle Morque, Carlton Strategic Ventures. Prior to joining Carlton, Mr. Morque was a senior executive at the MoinianDirector Group, where he was directly responsible for the asset management of a 15 million square foot portfolio spanning throughout the country. Mr. Morque is also an acknowledged expert in workouts and loan restructures, having been directly involved in several billion dollars of restructures while at the Moinian Group and other senior positions that he has held.
40 Senior Management Biographies Managing Director, Ms. Prager will originate and place debt and equity advisory business. She comes AsLaura Prager, to Carlton from Highgate Capital, LLC, where she was Managing Partner responsible for developing theManaging Director company’s secondary market practice and securing buyers and sellers of RE, PE and HP product; sourcing RE debt and equity, underwriting, structuring, legal negotiations/documentations and execution. Laura is a street-smart senior real estate professional with extensive broad-based real estate finance experience from $50 million to $2 billion with a focus on CMBS, structured real estate finance, construction lending and principal finance. She has well-developed relationships with Wall Street and other institutional borrowers, lenders, purchasers, sellers and other industry sources. Cisterna is a Director with Carlton Advisory Services and has more than a decade of experience in Mr.Dennis Cisterna, commercial and residential investment and development. Most recently, he served as Sr. Vice PresidentDirector at Broberg Capital, where he led principal investment activities and served as an advisor on distressed real estate to more than 70 financial institutions and family offices across the U.S and Europe. Previously, he held key management positions with Lennar and Toll Brothers, two of the largest U.S. home builders, where he was responsible for more than $225 million in land acquisitions. Mr. Nordin has over 15 years experience in real estate and private equity, with extensive experience livingRichard Nordin, and working in Russia and Eastern Europe. His previous positions include Managing Director of Lone StarManaging Director Ventures, a Moscow-based property developer, in which role he raised and deployed over $900 million of capital for industrial developments in Russia and Kazakhstan. Prior to Lone Star, Mr. Nordin managed a private equity fund with investments in Moscow, St. Petersburg, Kiev (Ukraine) and Almaty (Kazakhstan), as well as stints in portfolio companies in the broadcast television and telecommunications fields in Russia. Mr. Nordin is a fluent Russian speaker, and received B.A. and M.A. degrees from Harvard University. He is a CFA Charterholder. Piasecki’s primary responsibilities include originations of loan packages for sale and placement. Mr.Justin R. Piasecki, Over the past 2 years Mr. Piasecki has worked on over $3b of Whole Loan Sales for many of the world’sSenior Vice President Institutions, Regional Banks, Funds, and High Net Worth Individuals. Along with Loan Sales, he has worked on raising over $1B in capital for public and private clients. Previous to Carlton Mr. Piasecki was at Zurich Mortgage Capital, a national direct private equity lender where he served as the COO and Vice President, which has assisted him greatly in his endeavors with the Loan Sale Advisory Group. Marando is a Managing Director in Carlton’s Equity/ Debt Advisory and Strategic Ventures Mr.Anthony F. Marando, Departments, responsible for the origination and placement of large corporate and real estate relatedManaging Director structured transactions and funds. Prior to joining Carlton, as a veteran of the commercial real estate market for the past 30 years, he has personally originated and placed over $1 billion of commercial real estate and corporate transactions throughout his career. He has also been a Licensed NYS Real Estate Broker since 1983. Mr. Marando is happily married for over 21 years and is a proud father of 3 children. Philip A Powers, Managing Director of Carlton Advisory Group, heads the Los Angeles office of thePhilip Powers, New York based loan sale advisor and real estate investment bank. Before joining Carlton Mr. PowersManaging Director represented York Capital Management, a NY based hedge fund and private equity firm, sourcing commercial real estate opportunities in California and the Western US. Mr. Powers was Senior Vice President and Manager of the Commercial Real Estate (CRE) Lending Group at Security Pacific Bank in Los Angeles. Mr. Powers started the CRE Lending Group in 2004, hiring over 20 professionals in the origination, processing, underwriting, closing and servicing areas. Steier has over 25 years experience in commercial real estate structured finance, mortgage banking, Mr.Peter Steier, and portfolio management as well as an owner and developer of commercial real estate projectsManaging Director throughout the United States and selected markets globally. Throughout his career, Mr. Steier has been involved in the origination, underwriting, closing and servicing of over $10 billion of mortgage finance transactions. His prior experience includes Senior and principal positions at Inland Capital Corporation, Inland REIT, LEM Mezzanine -Lubert Adler Funds where he assisted in creating the fund and structured the acquisition of complex portfolios, preferred equity, and mezzanine transactions.
Carlton Corporate Overview 41 the Carlton Group. Mr. Mathes is a real estate finance Mr. Mathes is a Managing Director atRobert Mathes, expert with over twenty five years of experience specializing in placement, origination,Managing Director structuring, syndication, loan sales, and workouts. Mr. Mathes originated over $4 billion in loans during that period. He has a demonstrated track record of forging strong relationships with developers, investors, and lenders. He has proven success in business development, deal closings and workout strategies. Previously was a senior relationship manager at HSH Nordbank, Credit Agricole and Bank of Montreal. Jack Ehrenhaus is a 40-year real estate professional, who has owned, managed, and disposed ofJack Ehrenhaus, over $1 billion of real estate. Jack is also a capital markets specialist, having raised hundreds ofManaging Director millions of dollars for early-stage IPO companies as well as numerous real estate ventures. Jack focuses in Carlton’s ultra-high net worth group, where he accesses capital from high net worth and institutional capital sources, located in Europe, the Middle East and Eurasia. Jack also has a particular talent in raising capital to assist sponsors with putting up contract deposit money, or co-investing in their sponsor equity position. Rick Weinberg is a powerful, influential and respected public relations strategist. A formerRick Weinberg, New York Times, FOX, Associated Press and On Wall Street Magazine reporter, Rick is aVice President of Public master at generating media exposure and is adept at developing and executing PR plans andRelations campaigns. Rick comes to the Carlton Group from REDC and Auction.com, where he was VP of PR, Corporate Communications and Media. He planned, directed and controlled all aspects of PR and generated more media coverage from 2008-2011 for a private company than any PR executive in the country: 1,000 media hits with a value of $250M. The media hits included Wall Street Journal, FOX Business, NBC Nightly News, New York Times, ABC World News, CBS Evening, Newsweek, Fortune Magazine, Los Angeles Times, USA Today, Washington Post, Bloomberg News, CNBC, Chicago Tribune and CNN. An exceptional writer and communicator with energy, enthusiasm, dynamic personality and a tremendous work ethic, Rick lives in Huntington Beach, California with his wife and two children. Lee is Senior Associate of Carlton’s Investment Management Division and has over 15 Mr.Edward Lee, years of real estate experience. His areas of expertise include equity and loan underwriting,Senior Associate, due diligence, valuations and portfolio management. Most recently Mr. Lee worked as anInvestment Management Associate at Northwestern Mutual. In this role, he analyzed and reviewed over $5 billion in commercial real estate loan and equity acquisition investments. Additionally, he managedDivision over $1 billion in equity and joint venture assets. Prior to this, he held various positions at Vornado Realty Trust, PriceWaterhouseCoopers, and RREEF. Charles Fishof is Senior Vice President of The Carlton Group and has over eight years ofCharles Fishof, extensive real estate investment experience in office, residential and industrial propertiesSenior Vice President throughout the United States. At Carlton, Mr. Fishof, is responsible for opportunity origination, equity placement and investment capitalization. During his career, Mr. Fishof spent six years working as the key transaction liaison for David Werner, of David Werner Real Estate Investments, where Mr. Fishof specialized in sourcing, placing and structuring deals . In total, Mr. Fishof has assisted in the execution over $10 Billion in real estate transactions, and has been directly responsible in arranging more than $100 million in closed transactions and more than $40 million in equity placements. Notable transactions include State Street Financial Center in Boston, 1372 Broadway in New York, PNC Corporate Center in Louisville, 1600 Terrell Mill Road in GA, among numerous others. Mr. Fishof is a graduate of Touro College and is a Master degree candidate in Real Estate Investment and Finance at New York University. A Managing Director of Carlton Advisory Services, Inc. and Carlton Strategic Ventures. He hasSteven Fenster, over 25 years of combined real estate and investment finance experience. During the course ofManaging Director his career working both with syndication firms and investment banks he has been involved in raising money from investors for many diverse financial projects throughout the country.
Contact informationHoward L. MichaelsChairman and FounderP: 212.545.1000F: firstname.lastname@example.orgMichael J. CampbellPartnerP: 212.716.5611F: email@example.com