Carlton Corporate Overview

T H E C A R LTON G ROUP
C or porate O ve r v ie w

Real Estate Private Equity Bankers since 1991
Investment 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 Division

VI. Representative Carlton Transactions

VII. Carlton Senior Management

VIII. Contact Information

4 Executive Summary

4 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 was rated as the
#1 Investment Sales & Recapitalization Broker
for Manhattan Office Asset Sales
in the first half of 2011, and the seventh
most productive broker in the entire United States
for all asset classes. In addition, the firm executes
a multi billion dollar advisory platform
in the United Kingdom, Continental and
Eastern Europe and Asia.

6 Executive Summary

6 Executive Summar y



Executive Summary

The Carlton Group

Founded in 1991, The Carlton Group is a leading international real estate
investment bank prominent in investment sales, equity and debt placement,
recapitalizations and commercial and residential loan sales. The firm also
specializes in providing asset valuations and advising clients on commercial
loan restructurings.

We have completed over $80 billion of transactions which includes over $25 billion of “Post
Credit Crunch” closed transactions.

Carlton executes a specialized practice of raising equity capital and we excel at coordinating
and organizing asset specific bid strategies, for large transactions, often with multi-tiered
capital 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 negotiated
or competitive sales process, or by arranging passive promotable equity from qualified
investors. Additionally, we also possess a tremendous international rolodex of private
equity, ultra high net worth, sovereign wealth investors, hedge funds, family offices, money
managers, and other capital sources that are highly motivated to invest in quality projects
with you.

Carlton’s advisory practice focuses on the following areas, which enable us to provide you with
a 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 has developed and established a substantial overseas advisory practice,
Carlton International closing billion dollars of overseas transactions. We employ many multilingual capital
Division 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 in
Management 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
In
Loan Sale loan trading firms specializing in the valuation and sale of distressed loan and REO
Advisory and assets. Carlton typically executes loan sale transactions either on a negotiated basis for
The Carlton large loans or through bulk and/or portfolio loan sales. In addition, we also sell small
Exchange 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 entire
Valuation restructuring and valuation process either for the lender or the borrower. In 2010
Commercial 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 regularly
UCC Foreclosure executes foreclosure sales for some of the largest holders of distressed assets in the
Advisory 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 Summary

Recently Closed Transactions

The 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 have
adverse parties either stand still, and/or accept a discounted pay-off. Simultaneously, we raised
close to one billion dollars of equity and debt capital to pay-off the lenders and other creditors. All of
these transactions were time sensitive, and we were able to orchestrate a strategic approach, which
allowed 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.


450 West 33rd Street 300 South Riverside
This asset had an approximate Carlton was the exclusive advisor
$600 million multi-tranche on this $200 million acquisition
capital 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 completed
retained another broker to sell with a large investment bank and
their position, which was sold to an overseas investment group
two large real estate companies that put in more than 70% of the
that were determined to gain equity. This was a time-sensitive
control of the asset. Carlton transaction, that was highly
worked quickly and quietly, complicated as over 60% of the
arranging a competitive process, building was occupied by a single
which allowed our client to gain tenant, leaving many of the lenders
the necessary funds to buy out nervous based on the perceived
their original capital partner inability to easily lease large
and stabilized the capital stack. blocks of space in Chicago. This
This recapitalization allowed our transaction was closed in a timely
client to maintain both control fashion and on excellent terms for
and management of the property our client.
prospectively.


150 East 72nd Street 760 Market Street 737 Park Avenue
On behalf of iconic developer Carlton closed a $75 million first This is a magnificent, pre-war
Harry Macklowe, Carlton mortgage financing (75% LTV) asset on Manhattan’s Upper East
arranged $120 million of equity for one of San Francisco’s most Side, which Mr. Macklowe intends
and 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-based
house 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 signing
condominiums. The acquisition as the “Phelan Building” was to provide $250 million of senior
price was $70 million and Carlton completed in less than 30 days. financing. In addition, Carlton
was able to bring in a lender for Carlton successfully streamlined accessed a multi-billion dollar
the 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 and
office, which invested the majority proceeds for our client.
of the $30 million of equity
that was required to complete
the transaction. Mr. Macklowe
received a generous promote.
This transaction is another
example of Carlton’s ability to
raise large amounts of capital
with virtually no in-place NOI.


14 Creative Equity Debt Structure


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 Structure

Sovereign Wealth Middle East Capital Sponsor
English Money Management Firms JV Equity
CARLTON

Family Office Co-Equity Common or Preferred Equity
up to100% Investment
Opportunity Funds Returns: 15%+
Real Estate Investment Trusts (REIT) Up to 100% 25% Promote over a 12% IRR
Pension Funds and Advisors (95%/5% or
German Funds Syndicators 90%/10%) 40% Promote over an 18% IRR
Mezzanine Returns: 15%+
High Net Worth Investors Financing
Private Equity Hedge Funds up to 85%

Life Insurance Companies
Money Center Banks Subordinate Capital
CARLTON

Real Estate Investment Trusts (REIT) 10% to 15% Pay / Accrue
Mezzanine Funds Senior Senior
Private Equity Hedge Funds Financing Financing
Commercial Banks up to 65% up to 65%
Savings Banks A / B Senior Debt Structures
Bridge Lenders
International Financial Institutions


Investment Sales Division
Deal with the Best

In July of this year, the real estate industry publication, Real Estate Alert, rated
Carlton as the #1 Investment Sales Broker and Recapitalization Specialist
in Manhattan for office property sales, and the 7th Most Successful Broker
overall 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 and
successful companies in the nation and in the “elite” when it comes to selling
or recapitalizing large assets in the United States.
In addition, Carlton has a huge overseas business and is presently executing well
over a billion dollars of investment sales and equity and debt recapitalizations
throughout Europe and Eurasia.

Carlton achieved this status as its highly experienced team of real estate professionals works
to provide our clients with a totally committed and focused effort on each transaction. Our
relationships with investors span the globe, and our sophisticated modeling and advanced
negotiation 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 Overview

In business since 1991, Carlton has closed in excess of $80 billion of investment and loan sales, and
equity and debt recapitalizations for some of the largest investors in the world. Included in our closing
volume 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 to
Bank of America Tower assure full pricing and certainty of close.
San Francisco, CA
We Initially Arranged $860 Million of

Debt and Equity Acquisition Capital and • n sum, Carlton possess a tremendous international rolodex of buyers and
I
Subsequently Orchestrated the $1.1 billion sellers and has sophisticated modeling and trading techniques which allows us
Sale 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.


•$
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 Overview

The following are other significant transactions completed by Carlton:

Lipstick Building, New York, NY Trump SoHo, New York, NY The Royalton Hotel, New York, NY
Creative 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 Hotels
ground lease finance and a $60 million
bridge 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.


Other 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


International Division
Over the last 20 years, Carlton has developed and established a substantial overseas advisory
practice, closing in excess of several billion dollars in transactions.

Carlton employs many multilingual capital 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 allows 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.

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 large
property 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.

24 Investment Management Division


Investment Management Division
The Investment Management Division, through our real estate capital markets expertise
and extensive industry network, provide an array of services that have resulted in years
of superior investment performance. Clients engage our Investment Management team in
order to source and originate particular asset types or generally represent buyers who are
interested in acquiring assets in the United States. This representation is on a direct basis
and from owners and operators who exclusively control properties that our clients may be
interested in.

Carlton’s Investment Management Division, is led by Ms. Sybil Ellis, who is one of the most
accomplished real estate professionals in the country, who has completed in excess of $15
billion of acquisitions and dispositions while she was an Executive Vice President at Equity
Office Properties.

Our team has owner, operator and transaction expertise, which was developed from
owning over 220 assets, totaling over 97 million square feet in targeted major markets since
the 1980’s. The Investment Management Division professionals average over 25+ years of
commercial real estate experience in sourcing, originating, underwriting, due diligence,
working with top legal firms around the country, structuring, managing, repositioning and
disposing of assets.

This group has a proven track record through all market cycles which has involved them
making every property level decision based on maximizing investor returns. The Investment
Management 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


• 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.

28 Representative Carlton Transactions


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


• 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.


Trump SoHo
New York, NY


•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


• 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.


Lipstick Building
New York, NY


• 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.


The Savoy Group Hospitality Portfolio
London, United Kingdom


•
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.


CNL/MSREF Portfolio
Various 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.

36 Senior Management Biographies


Senior Management Biographies


Mr. Michaels is Owner and Chairman of the Carlton Group. Since 1990, Mr. Michaels has been instrumental in
Howard L. Michaels, the marketing, sale and financing of over $80 billion of commercial and residential assets through the Carlton
Chairman 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 has
Michael J. Campbell, been integrally involved in the structuring and procuring of equity and debt capital for over $40 billion
Partner 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 and
Managing Director Deutsche Bank over a 20 year period. At Deutsche Bank, Mr. Korbar was a Senior Banker in the RMBS Fixed
Co-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/InterBank
Managing Director Brener Hospitality, where he was responsible for the company’s three primary business lines: Investment
Co-Head of Hospitality Banking and Principal Activities; Advisory and Brokerage Services; and Strategic Relationships. His major
Group 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 advisory
John Bralower, and leasing transactions for many of the real estate and hospitality industry’s leading companies. Mr. Bralower’s
Managing Director positions prior to joining Carlton include Managing Director and co-head of global real estate investment
Co-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 of
Group
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 estate
Sybil Ellis, investment and management experience in all commercial property types of the real estate industry. Her areas
President of Investment of expertise include complex negotiation skills and origination of acquisition and disposition transactions as
Management 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, capital
Managing 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.


and the General Counsel of The Carlton Group and its related
Daniel Bildner is a Managing Director
Daniel 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 for
Managing 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 international
Jonathon Ivory, commercial and residential real estate experience including direct property investment, development, financing
Director 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 repositioning
Managing 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 real
Managing 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 and
Carolyn L. Pianin, closed over a half billion in direct debt, and has managed over 50 million square feet of commercial real estate
Managing 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 Moinian
Director 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.


Managing Director, Ms. Prager will originate and place debt and equity advisory business. She comes
As
Laura Prager, to Carlton from Highgate Capital, LLC, where she was Managing Partner responsible for developing the
Managing 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 President
Director 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 living
Richard Nordin, and working in Russia and Eastern Europe. His previous positions include Managing Director of Lone Star
Managing 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’s
Senior 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 related
Managing 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 the
Philip Powers, New York based loan sale advisor and real estate investment bank. Before joining Carlton Mr. Powers
Managing 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 projects
Managing 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.


the Carlton Group. Mr. Mathes is a real estate finance
Mr. Mathes is a Managing Director at
Robert 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 of
Jack Ehrenhaus, over $1 billion of real estate. Jack is also a capital markets specialist, having raised hundreds of
Managing 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 former
Rick Weinberg, New York Times, FOX, Associated Press and On Wall Street Magazine reporter, Rick is a
Vice President of Public master at generating media exposure and is adept at developing and executing PR plans and
Relations 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 an
Investment 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 managed
Division 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 of
Charles Fishof, extensive real estate investment experience in office, residential and industrial properties
Senior 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 has
Steven Fenster, over 25 years of combined real estate and investment finance experience. During the course of
Managing 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 information

Howard L. Michaels
Chairman and Founder
P: 212.545.1000
F: 212.545.8110
hlm@carltongroup.com

Michael J. Campbell
Partner
P: 212.716.5611
F: 212.545.8110
mjc@carltongroup.com

Carlton Corporate Overview

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