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JF Capital Advisors U.S. Lodging Industry Update July 15, 2020 © Copyright JF Capital Advisors LLC, 2020

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Page 1: JF Capital Advisors U.S. Lodging Industry Update€¦ · credit facilities and unsecured bonds, ... HISTORICAL SUPPLY OVERVIEW ... These materials have been provided to you by JF

JF Capital AdvisorsU.S. Lodging Industry Update

July 15, 2020

© Copyright JF Capital Advisors LLC, 2020

Page 2: JF Capital Advisors U.S. Lodging Industry Update€¦ · credit facilities and unsecured bonds, ... HISTORICAL SUPPLY OVERVIEW ... These materials have been provided to you by JF

CURRENT SITUATION - HISTORY

◼ The current hotel operating environment is simply unprecedented.

◼ Smith Travel Research data will tell you very little other than that beginning in March2020, occupancies began to plummet and by late March, the US hotel industry hadeffectively stopped.

◼ Almost all forms of hotel demand and business have come to an abrupt halt.

◼ No operator or brand has a playbook for this type of almost immediate across theboard prolonged shut down of travel.

◼ Post 9/11, travel slowed due to fear and governmental restrictions, and then recoveredreasonably quickly; occupancy fell from 63.4% in 2000 to only 59.3% in 2003 and by2005 was back at 63.3%.

◼ In the Great Recession of 2008-2010, the illiquidity and credit crisis caused significantharm to the hotel industry, but not due to health related concerns; occupancy droppedfrom approximately 63% in 2007 to 54.7% in 2009 and returned to 63% by 2013; therewas a large drop in ADR of 8.4% in 2009 and in ancillary revenue spending.

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CURRENT SITUATION – HISTORY (CONTINUED)

◼ In prior demand shocks, business bounced back but over time, with a slower rebound ingroup and business transient.

◼ Hotels will have difficulty generating pricing power for ADR and for Food and Beverageuntil occupancy re-stabilizes and there is a re-emergence of group and corporatedemand.

◼ While the overall economy may experience something of a V-shaped recovery due topent up demand and substantial federal stimulus, the hospitality industry will takelonger and will be much choppier, varying by segmentation and geography.

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CURRENT SITUATION – PROJECTIONS

◼ CBRE in February projected 2020 RevPAR decline of 0.1% and GDP growth of 1.9%.

◼ In June 2020, CBRE issued a revised forecast projecting the following:◼ RevPAR decline of 52.0% for 2020 and not recovering to 2019 levels until 2023◼ 2020 occupancy of 41.0% (down 38.0%) and 2021 occupancy of 55.9% (still down

from 2019 occupancy of 66.1%)◼ 2020 ADR down 22.5% and not recovering to 2019 levels until 2024◼ New supply growth continues at 1.5% in 2020, -1.1% in 2021 and 0.0% in 2022

◼ On June 26, 2020 STR issued forecast providing the following:◼ RevPAR decline in 2020 of 50.6%◼ 2020 occupancy of 41.6% (down 37.2%) and 2021 occupancy of 55.6%◼ 2020 ADR down 21.4% and 2021 recovery of only 5.2%◼ New supply growth down 4.4% in 2020 and growth of 5.5% in 2021

◼ For comparative purposes, a 51% decline in RevPAR compares to a 16.7% decline in2009 and a 6.7% decline in 2001

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OUTLOOK

◼ The US Lodging industry is experiencing its worst year in recorded history with aneffective shutdown of major parts of the economy which has resulted in plummetingoccupancy and a substantial erosion of average daily rates.

◼ We are only in the “1st inning” of the recovery cycle.

◼ According to STR, RevPAR is projected to decline by -50.6% in 2020 and then to increaseby 40.6% in 2021, which would still be down -30.5% from 2019.

◼ The overall stock market while hit very hard has rebounded quite well in anticipation ofa fairly quick economic recovery.◼ Hotel REIT and C-Corp stock prices are still down approximately -49% and -37%

year to date, although up approximately 200% and 185% from their lows.

◼ New supply has increased approximately 2.0% annually over the past few years andeven more so with the incorporation of Airbnb and other shared accommodations,though new supply will slow meaningfully over the next few years as some hotelspermanently close and new construction slows considerably.

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OUTLOOK AND HIGHLIGHTS

◼ 2019 RevPAR growth for the US hotel industry was 0.9%.

◼ CBRE is projecting 2020 RevPAR growth of -52.0% and 2021 RevPAR growth of 48.4%.

◼ STR is projecting 2020 RevPAR growth of -50.6% and 2021 RevPAR growth of 40.6%.

◼ LARC is projecting 2020 RevPAR growth of -30.3%.

◼ PWC is projecting 2020 RevPAR growth of -53.1% and 2021 RevPAR growth of 65.9%.

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Occupancy ADR RevPAR Supply (millions) Demand (millions)

Year % Change $ Change $ Change Total Change Total Change

CBRE

2019 66.1% 0.0% 131.20 1.0% 86.73 0.9% 5.3 2.0% 3.5 2.0%

2020F 41.0% -38.0% 101.67 -22.5% 41.67 -52.0% NM 1.5% NM -37.0%NM

2021F 55.9% 36.3% 110.69 8.9% 61.83 48.4% NM -1.1% NM 34.8%

2022F 65.0% 16.4% 122.93 11.1% 79.95 29.3% NM 0.0% NM 16.4%

2023F 66.6% 2.4% 130.47 6.1% 86.92 8.7% NM 0.6% NM 3.0%

STR

2019 66.2% 0.0% 131.11 1.0% 86.73 0.9% NM 2.0% NM 2.0%NM NM

2020F 41.6% -37.2% 103.04 -21.4% 42.83 -50.6% NM -4.4% NM -36.2%

2021F 55.6% 33.7% 108.41 5.2% 60.24 40.6% NM 5.5% NM 35.4%

LARC

2020F NM -19.8% NM -13.1% NM -30.3% NM 1.7% NM -18.1%

PWC

2019 66.1% 0.0% 131.11 0.9% 86.66 0.8% NM 2.0% NM 2.0%

2020F 38.7% -41.4% 105.02 -19.9% 40.66 -53.1% NM -7.6% NM -45.9%NM

2021F 58.0% 49.9% 116.18 10.6% 67.44 65.9% NM 8.1% NM 62.1%

Source: CBRE Research (June 2020), STR/Tourism Economics (6/26/2020), LARC projections (June 2020) and PWC (May 2020).

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CURRENT SITUATION – CARES ACT

◼ After some delay, Congress passed the Cares Act which is a huge stimulus bill for theeconomy and for individuals.

◼ The Cares Act has benefits for hotel owners and borrowers though is unlikely to be theultimate “bailout” or “rescue” that many in the hotel industry were hoping for.

◼ The Cares Act provides for the following that should directly and indirectly benefit hotelowners and borrowers:◼ Cash to individuals and families below a certain income level to provide some

economic stimulus.◼ Loans and support for small, medium and large businesses, keeping liquidity in the

overall system and reducing the level of bankruptcies that would otherwise occur.◼ Payroll tax deferrals.◼ Relaxed provisions for fast tracked small business bankruptcies which may impact

hotel level contracts and the collection of outstanding receivables.◼ SBA issued loans designed to maintain or re-accelerate staffing levels; PPP loans

have provided some short term relief but are limited in size, require spending oncertain expenses, and may not be allowed by existing lenders; based on certaincriteria the PPP loans can be forgiven.

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STATE OF THE TRANSACTION AND CAPITAL MARKETS

◼ Acquisition markets are mostly closed as there is a bid/ask spread, with sellers willing totake a 15% discount to pre-COVID values and buyers are interested in transacting at a35%-40% discount to pre-COVID values.◼ Acquisitions being considered are almost all cash or with assumed debt

◼ The new issue hotel debt financing market is effectively shut down.◼ Select sponsors can obtain low LTV loans at high spreads.◼ Most lenders are extremely cautious and have difficulty with the current credit

analysis and underwriting projections.◼ There is no appetite for new issue CMBS hotel loans

◼ Loan sales have slowly begun, but many of them are performing loans, lenders simplytesting the market, or loans that were impaired pre-COVID.

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ACQUISITIONS AND DISPOSITIONS

◼ Private equity funds will be buying; REITs will be buying selectively in major markets butin the shorter term will prioritize cash management and liquidity for their existingportfolios.◼ Host and Pebblebrook recent credit facility amendments provide carveouts for

potential acquisitions.

◼ Many family offices and high net worth funds are beginning to evaluate opportunistichotel investments at meaningful discounts; while interested they are having a toughtime with the lack of visibility and challenges with underwriting.

◼ Many hotel owners over the past few years had refinanced in very strong credit marketsinstead of selling the hotels.◼ Some of these owners have already cashed out their equity and may be willing to

simply hand the keys back to the lenders.

◼ Lenders and special servicers are generally hesitant to foreclose and to take deeds inlieu of foreclosure, especially in an environment where many hotels are closed oroperating with minimal staffing and operations.

◼ Special servicers are moving slowly given significant increases in troubled loan volumeand are more likely to sell defaulted loans as opposed to completing foreclosures andselling REO assets.

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HOTEL TRANSACTIONS DURING THE LAST DOWNTURN

◼ Single asset transaction activity peaked in 2006 at $23.8 billion, but took 9 years torebound after the financial crisis to $29.5 billion in 2015.

◼ Total hotel asset sale transaction deal volume reached $42.7 billion in 2006, prior to thefinancial crisis. Transaction activity did not fully rebound to 2006 levels for 9 years,when it finished at $50.6 billion in 2015.

◼ In 2006, average hotel transaction price per key was $125k, it took 8 years, until 2014,for transaction price per key to rebound to pre financial crisis levels of $133k per key.

◼ Using historical transaction data through the financial crisis as a marker, which took 8-9years, recovery to pre-COVID transaction activity will most likely be slow and over anextended and prolonged period of time.

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SELECTED PUBLIC COMPANY ACTIVITY

◼ Public hotel companies (both REITs and C-Corps) are still trading significantly down forthe year, although have rebounded substantially off their lows.

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12/31/2019 3/31/2020 4/30/2020 5/31/2020 6/30/2020G36 w28

Hotel REITs

Stock Price Cumulative Increases/Decreases NM -50.9% -45.8% -46.1% -48.7%

2019 EBITDA Multiple 11.8x 7.7x 8.1x 8.3x 8.1x

2020 EBITDA Multiple 11.8x 10.2x 39.2x 30.2x 30.0x

2021 EBITDA Multiple NM 8.5x 14.9x 13.2x 12.9x

C-Corps

Stock Price Cumulative Increases/Decreases NM -44.6% -35.7% -33.8% -37.2%

2019 EBITDA Multiple 16.1x 10.0x 11.1x 11.2x 10.8x

2020 EBITDA Multiple 15.4x 12.2x 25.2x 27.8x 26.9x

2021 EBITDA Multiple NM 10.1x 14.9x 16.2x 15.7x

Source: JF Capital Advisors Internal Public Company Comparable Overviews.

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SELECTED PUBLIC COMPANY ACTIVITY (CONTINUED)

◼ Hotel REITs are not yet actively looking at acquisitions as many of their hotels are closedor are open with minimal staffing and they are focused primarily on their own cashmanagement and liquidity.

◼ Certain REITs including Host and Pebblebrook obtained carveouts under their creditfacility amendments allowing for specific amounts of acquisitions

◼ Public hotel companies have been highly focused on increasing their liquidity andamending or waiving financial covenants (mostly through Q1 2021) under their bankcredit facilities and unsecured bonds, and where appropriate, requesting forbearanceand relief from CMBS special servicers.

◼ Both C-Corps and REITs have issued new secured and unsecured bonds generally pricedabout 200 basis points higher in coupon than pre-COVID levels.

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LODGING REITS VS. OTHER REITS

◼ In 2019, Lodging REITs returned approximately 16%, underperforming the entire REITsector which returned 29%.

◼ 2019 Lodging REIT debt & preferred / Enterprise Value was 47.5% which is higher thanthe 35% average for all REITS.

◼ 2019 Lodging REIT dividend yields were 5.8%, one of the highest of all REIT sectorswhich averaged 4.3%.

◼ 2019 G&A / total revenue was 2.7% for lodging REITS and was one of the lowest of allREIT sectors according to KeyBanc Capital Markets research; this however excludes theamounts paid to third party property managers which is often 3.0%-4.0% of totalrevenues.

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PUBLICLY TRADED HOTEL REITS (AS OF JUNE 2020)

◼ Own 1,592 hotels and 337,487 rooms

◼ Total Equity Market Cap of $24.4 billion; Host accounts for 31.6%

◼ Total Enterprise Value of $59.0 billion; Host accounts for 17.8%

◼ 2019 and 2020 EBITDA margins of 29.5% and 16.0%

◼ 2020 and 2021 EV / EBITDA multiples of 30.0x and 12.9x

◼ 61.4% fixed rate debt

◼ 4.0 years average debt maturity

◼ 2019, 2020 and 2021 Implied Cap Rate is 10.7%, 2.5%, and 6.5%

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PUBLICLY TRADED HOTEL C-CORPS (AS OF JUNE 2020)

◼ Franchise or manage globally 32,358 hotels and over 5 million rooms

◼ Total Equity Market Cap of $72.0 billion; Marriott and Hilton account for 38.6% and 28.3%, respectively

◼ Total Enterprise Value of $98.1 billion; Marriott and Hilton account for 38.1% and 27.8%, respectively

◼ 2019 and 2020 EBITDA margins of 53.7% and 39.9%

◼ 2020 and 2021 EV / EBITDA multiples of 26.9x and 15.7x

◼ 71.5% fixed rate debt

◼ 4.3 years average debt maturity

◼ 2019, 2020, and 2021 Unlevered Yield of 9.2%, 3.7%, and 6.4%15

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HOTEL ASSET PRICING AND CAP RATES

◼ Cap rates today are non-existent as individual hotels are not actively trading.

◼ Some are looking at valuation cap rates based on 2019 NOI, as opposed to 2020current year NOI which is highly uncertain.

◼ Cap rates on 2020 and 2021 are relatively meaningless, as the NOI may be negative orwill be extremely depressed.

◼ An extremely limited number of institutional quality assets are available for salecreating very little transparency for pricing and value.

◼ Each hotel listed or available for sale today has a story

◼ The public hotel REITs are currently trading at implied cap rates on 2019 of 7.0% -12.4%, with an average of 10.7%.

◼ At December 31, 2019, public hotel REITs were trading at implied cap rates on2019 of 6.0% - 8.4%, with an average of 7.4%.

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DEBT MARKETS - CMBS

◼ The CMBS new loan origination market for hotels is currently closed.

◼ Of approximately 7,800 hotel loans in CMBS, 1,385 are in special servicing, and anadditional 1,056 are non-current but are not in special servicing.

◼ Approximately $98 billion of CMBS was issued in 2019.◼ The hotel asset class has accounted for over 17.5% of the 2019 CMBS volume.

◼ In the last downturn, CMBS lending stopped in late 2007 and never fully recovered

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US CMBS Issuance By Year ($ in millions)

Year US CMBS % Diff. $ Diff. Notes

2000 $46,935

2001 67,314 43.4% 20,379

2002 52,074 -22.6% (15,241)

2003 77,848 49.5% 25,775

2004 92,595 18.9% 14,747

2005 166,502 79.8% 73,908

2006 198,345 19.1% 31,843

2007 228,556 15.2% 30,211

2008 12,146 -94.7% (216,410)

2009 2,583 -78.7% (9,563)

2010 10,883 321.3% 8,300

2011 30,770 182.7% 19,888

2012 45,005 46.3% 14,234

2013 81,531 81.2% 36,526

2014 90,448 10.9% 8,918

2015 94,974 5.0% 4,526

2016 69,075 -27.3% (25,899)

2017 87,812 27.1% 18,737

2018 76,936 -12.4% (10,877)

2019 97,767 27.1% 20,831

Source: CMAlert.com.

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NEW HOTEL DEVELOPMENT

◼ Over the next few years, most hotel construction financing will not pencil out, unlessassuming robust operating growth and aggressive debt refinancing assumptions oncethe hotel is open.

◼ There has been significant supply growth in most major markets such as NYC, DC, andNashville.◼ Supply growth has been exacerbated by the simultaneous large rise in Airbnb and

other shared accommodations.

◼ Future supply growth will slow considerably with limited and unattractive constructiondebt financing, challenges in creating reliable pro forma projections with conviction, arecessionary environment, and challenging fundamentals.

◼ It may be instructive to look at prior periods when supply growth slowed substantially,such as post 9/11 and the 2009 financial crisis.◼ According to PWC Hospitality Directions, post 2001, supply grew 1.5% in 2002,

0.8% in 2003, 0.0% in 2004, and -0.2% in 2005.◼ After the 2009 financial crisis, hotel rooms supply grew 0.8% in 2010, 0.5% in 2011

and 0.3% in 2012.

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SUPPLY

◼ STR is expecting negative 4.4% rooms supply growth in 2020 and 5.5% growth in 2021;this is highly dependent on the number of hotel rooms which may be permanently ortemporarily closed.

◼ CBRE is projecting 1.5% rooms supply growth in 2020 and negative 1.1% in 2021.

◼ The lack of construction financing for new hotel developments will keep supply belowhistorical averages and allow for a continued recovery in the hospitality sector.

◼ In 2019, most supply growth was upscale, upper midscale and midscale segments.

◼ A significant number of hotels in major urban markets have shut down.◼ Given the economic environment, many of them may never reopen as hotels; this

is especially true for union labor operated big box hotels reliant on group business◼ There are estimates that 20,000 to 25,000 rooms in NYC alone may not reopen

◼ Airbnb has announced that they are pivoting towards longer term stays which shouldhelp hotels with increased transient business

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HISTORICAL SUPPLY OVERVIEW – PWC HOSPITALITY DIRECTIONS

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Actual Actual

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

2.7% 2.0% 1.5% 0.8% 0.0% -0.2% 0.8% 1.7% 3.1% 2.6% 0.8%

Actual STR Forecast

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

0.5% 0.3% 0.5% 0.6% 0.9% 1.4% 1.7% 2.0% 2.0% -4.4% 5.5%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020F2021F

Change in Supply

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MACRO LANDSCAPE

◼ Hotel operating performance has historically been highly correlated with GDP andCapacity Utilization.

◼ While the broader economy may have a U-shaped or V-shaped recovery, hoteloperating performance will take substantially longer to recover, first with occupancy,followed by ADR.

◼ A large wave of retail bankruptcies has begun and has grown into a tidal wave,accelerated by COVID.

◼ The outlook for commercial office in major urban markets is unclear with calls for socialdistancing, work at home, and a severe overall economic recession.

◼ With a presidential election in November 2020, operators and investors are nervous.

◼ When investors thought that the Democratic Presidential nominee might beElizabeth Warren or Bernie Sanders there was concern and hesitation on makingcertain capital investments.

◼ Hotel investors are somewhat less concerned about Joe Biden though areconcerned about his increasing appeasement of the far left and his potentialchoices for cabinet positions.

◼ Hotel investors, from a purely economic perspective, prefer Donald Trump.21

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INTEREST RATES AND INFLATION

◼ Interest rates are extremely low on an absolute basis and are likely to stay reasonablylow for the foreseeable future.

◼ 10 year treasury yields of roughly 0.70% are almost 200 basis points lower than theywere at the beginning of 2019.◼ The 10 year forward curve projects sub 1.0% interest rates until 2024.

◼ The 30-day LIBOR rate is approximately 0.20%, approximately 230 basis points lowerthan it was at the beginning of 2019.◼ The 30-day forward LIBOR curve remains fairly constant until 2023 and projects

future rates to remain under 1.0% through 2030.

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INTEREST RATES AND INFLATION (CONTINUED)

◼ A significant rise in interest rates over the next few years is unlikely for the followingreasons:◼ US government and many states and municipalities borrow significantly in the

short term debt market; significant increases in interest expense would bedevastating to their budgets.

◼ Increases in interest rates would have a disastrous negative valuation impact onthe housing markets.

◼ Increases in interest rates may harm economic growth and cause higher mediumto long term unemployment; increases will be fought against by the currentadministration.

◼ Federal Reserve is actively managing and constraining the level of interest rates,buying a substantial amount of bonds.

◼ Inflation is not as bad for hotels as other real estate asset classes, due to the short termnature of the leases; room rates reset daily.◼ As long as there is no meaningful disconnect between interest rate and operating

expense growth, inflation is not a huge problem.◼ For hotels with mortgage debt, the ability to repay constant dollar debt with

future inflated net operating income dollars.

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CASH MANAGEMENT DURING COVID-19 ENVIRONMENT

◼ Working capital and cash flow forecasts are critical to understand and monitor.

◼ Owners and operators are evaluating all expenses that they can defer or eliminate.

◼ Accounts receivable are unlikely to be collected in a timely manner, if at all.

◼ Shuttered or nearly shuttered hotels continue to have a significant fixed cost burden.

◼ By the end of Q2 2020, substantially all borrowers will be failing covenant tests (eitherDSCR or debt yield driven) for cash management systems and for maturity extensions.

◼ Most debt yield and DSCR tests are based on a trailing twelve month calculation andbased on specific definitions.

◼ Many debt yield and DSCR tests are calculated in the sole discretion of lenders and haveno force majeure type provisions.

◼ Borrowers that subsequently fall into a hard lockbox cash management system will havean even greater challenge operating, as cash will only be released at certain times andexcess cash will be trapped by lenders; this reduces the operating flexibility duringrecovery and requires larger amounts of working capital.

◼ Borrowers will be asking lenders for waivers of debt covenants and for exceptions tocash management systems in order to survive including dipping into specific reserves.

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RESTRUCTURING

◼ Borrowers are asking lenders for relief but in many cases, it is unclear what relief theyactually need. When significantly reduced weekly payroll obligations cannot be coveredfrom hotel operations, restructuring debt is not the most pressing concern.

◼ Lenders/Servicers will be asked for many concessions including the following:◼ Waive or defer interest and / or amortization payments for some period of time.

◼ Waive debt covenants for cash management and maturity extensions.

◼ Extend maturity dates.

◼ Allow utilization of designated reserves (especially FF&E) for operating expenses.

◼ Allow additional working capital or subordinated loans, including PPP loans.

◼ Waive restrictions on the maximum amount of trade payables.

◼ Waive requirements for current property level or guarantor financial statements.

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RESTRUCTURING (CONTINUED)

◼ Creating an effective restructuring plan requires some clarity on the projection of futureoperating performance. This is made challenging by the following:◼ Lack of clarity on length of shut-downs and shelter in place requirements.

◼ Significant reduction in property-based finance staff who would ordinarily providecash-flow projections and analysis.

◼ Likely reduction in management company staffing who would ordinarily overseethe financial analysis as requested by Borrower/Lender/Servicer.

◼ Lack of clarity on timeframe for vaccine creation and effective treatments.

◼ Lack of clarity on full implementation and effect of the government stimulus plans.

◼ Impact of ongoing recessionary economy and lingering health concerns.

◼ Current and future franchisor concessions for operating standards and capitalcondition, and waiver of PIP items.

◼ Impact of union labor in certain markets which will create large expense, benefitloads, and excessive severance costs, all combined with onerous work rules.

◼ Impact of substantially reduced international travel.

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WHAT IS COMING NEXT?

◼ 3-month forbearance periods are coming to an end which will force unpleasantborrower/lender discussions.

◼ Union labor severance, which in some cases gets triggered after 6-months, will be amassive expense with limited (if any) current cash flow.

◼ Arbitration and litigation will increase:◼ Joint venture partner disputes◼ Manager and franchisor disputes◼ Borrower/lender disputes◼ Landlord/tenant disputes◼ Claims of breaches of Bad-Boy carveouts◼ Claims of breaches of SPE requirements◼ Inconsistent sanitation, cleanliness, and COVID-19 operating standards◼ Employee claims disputes◼ Individual and corporate customer disputes◼ Union contract disputes

◼ Unemployment benefits and stimulus checks will run out soon.

◼ Office and retail markets will have a negative residual effect on hospitality demand.

◼ Many more real estate bankruptcies are coming, including bankruptcies of major clientsof hotels all over the country.

◼ [Vice President Ocasio-Cortez will be aggressively advocating for a 90% income tax onall participants on this call and will make foreclosures illegal]

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Disclaimer:

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These materials have been provided to you by JF Capital Advisors LLC (“JF”) for informational purposesand may not be relied upon for any purpose. Although the information in these materials is believed tobe accurate and reliable, neither JF nor its affiliates guarantees their accuracy or completeness. Thesematerials are subject to errors, omissions, changes or withdrawal without notice and do not constitutea recommendation or endorsement by JF nor are they to be considered an offer to buy or sell norshould they be considered a solicitation of an offer to buy or sell any security, loan or asset or toparticipate in any acquisition, disposition, or in any trading strategy. Any financial projections areprovided as a reference and are based on assumptions made by JF, its affiliates and/or their sources.Certain portions of the materials are intended to merely summarize or outline information and are notintended to be complete descriptions. JF assumes no obligation to update or otherwise revise thesematerials. Nothing contained herein should be construed as legal, business, tax or accounting advice.You should consult your own attorney, business advisor, tax advisor and accounting advisor as to legal,business, tax, accounting and related matters.

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The information contained herein is confidential information and is intended for use by the intendedrecipient only. These materials remain the property of JF and may be used only by parties approved ofby JF and may not be made available to any other person without the express written consent of JF.

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Contact Information:

Jonathan Falik

(917) 238-6917

[email protected]

215 Park Ave South

New York, New York 10003

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