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Santander Bank 1 Sovereign Way | Riverside, RI (PrOVIDENCE MSA) OFFERING MEMORANDUM

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R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 1Santander Bank1 S o v e r e i g n W a y | R i v e r s i d e , R I ( P r O V I D E N C E M S A )

O F F E R I N G M E M O R A N D U M

2 | S a n t a n d e r B a n k™

e x c l u s i v e ly l i s t e d b y

J O R D A N U T TA LVP & Director

Jordan.Utta [email protected] (310) 919-5707MOB (818) 231-4670LIC # 01512755

c o n t e n t S

0 4

1 2

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A s s e t o v e r v i e w

l e a s e A b s t r a c t

A R E A O V E R V I E W

A N D Y K N I G H TBROKER OF RECORD

LIC # 0018245

1 3 T e n a n t o v e r v i e w

1 4 P r o p e r t y D e ta i l s

B R O K E R O F R E C O R D

4 | S a n t a n d e r B a n k

• Only 3 years remaining (2020) until Loan A is fully paid off, which will lead to a fast equity build in a short period of time

• Santander Bank has a Standard & Poor’s BBB+ credit rating and over $3.3 Billion in reported revenue

• The company’s corporate headquarters is only 50 miles north in Boston, MA

• Absolute NNN lease structure meaning zero landlord responsibilities

• Section 467 tax treatment reduces phantom income

• Zero Cash flow transaction

• Providence is the capital and most populous city in Rhode Island

• Over 225,000 people with incomes averaging over $75,000 within a 5-mile radius of the subject property

• Providence anchors the 37th largest MSA in the country with an estimated population of 1,600,856

i n v e s t m e n t h i g h l i g h t s

A s s e t o v e r v i e w

R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 5

S a n ta n d e r B a n k1 Sovereign WayRiverside, RI 02915

List Price .........................................................................................$21,000,000

Equity Investment.............................................................................$7,587,454

CAP Rate - Current .................................................................................... 14.3%

Annual Rent - Current .....................................................................$3,003,130

Total Loan Balance ........................................................................ $13,412,546

Loan A - Balance / Exp: (2020) ................................................... $6,212,546

Loan B - Balance / Exp: (2020) ...................................................$7,200,000

Balloon Amount ..............................................................................$7,200,000

Gross Leasable Area....................................................................± 141,000 SF

Lot Size...........................................................................................± 17.49 Acres

Year Built.........................................................................................................1983

Annualized Operating DataYears Annual Amount

1 - 20 467 Schedule sent upon request

Option 1: 90% of fair market value

Option 2: 110% of rent paid in 1st option period

Option 3: 105% of rent paid in the immediately preceding option period

Option 4: 105% of rent paid in the immediately preceding option period

Option 5: 105% of rent paid in the immediately preceding option period

Option 6: 105% of rent paid in the immediately preceding option period

• $15,427,374 or approximately 65% of value• 5 year term Interest and Principal• 50% amortized over the 5 year term• End of Y5, tenant paid off the remaining 50% principal balance in full• The 467 loan structure for Loan A allows Lessors and Lessees to

allocate fixed rent under the lease to years different from the years the rent payments are received. As a result, the reportable rental income to the Lessor is relatively even throughout the initial 20 year lease term

d e b t s t r u c t u r e

l o a n A

• $7,200,000 or approximately 35% of value• 20 year term• Interest only during entire loan term• End of Y20: Repayment of $7.2 M balloon is responsibility of Owner

l o a n B

6 | S a n t a n d e r B a n k

With origins as a summer resort town, Riverside is a suburban neighborhood that encompasses the southern section of the city of East Providence. Crescent Park Amusement Park, known as the “Coney Island of the East”, became the reason for Riverside’s emergence as a tourist attraction. Upon East Providence’s establishment as an independent Rhode Island city, Riverside was positioned to outgrow this reputation. The spirit of the park and the resort area live on through the famous, preserved Charles I. D. Looff Carousel, which continues in operation every summer.

Built on the former railroad bed, the East Bay Bike Path runs through the town, connecting Riverside with the rest of Providence via bike access. Adjoining Riverside are the town of Barrington in Bristol County to the south, Narragansett Bay to the west, the rest of East Providence to the north, and the Runnins River and Seekonk, Massachusetts to the east.

R i v e r s i d e , R H O D E I S L A N D

P r o p e r t y d e m o g r a p h i c s

POPULATION 1-Mile 3-Mile 5-Mile

2022 Projection 6,665 65,682 224,347

2017 Estimate 6,631 65,369 223,061

2010 Census 6,577 65,108 222,141

2000 Census 6,492 67,344 225,524

Growth 2017 - 2022 0.52% 0.48% 0.58%

HOUSEHOLDS 1-Mile 3-Mile 5-Mile

2022 Projection 2,789 27,231 88,256

2017 Estimate 2,764 26,986 87,412

Growth 2017 - 2022 0.88% 0.91% 0.97%

INCOME 1-Mile 3-Mile 5-Mile

2017 Est. Average Household Income

$65,320 $75,297 $78,510

a r e a o v e r v i e w

Economic Development

The city of East Providence maintains a strong commitment to economic growth and vitality with programs and initiatives designed to promote the expansion of existing commercial and industrial businesses while attracting new business. Having been recognized as an attractive location for a wide variety of commercial and industrial interests, East Providence also has a reputation for providing high quality municipal services and amenities.

In recent years, East Providence has encountered several redevelopment projects such as facilitating the revitalization of old industrial sites and brownfields along most of East Providence’s coastline on the Seekonk River into mixed use residential, commercial and light industrial zones.

R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 7

8 | S a n t a n d e r B a n k

P R O V I D E N C E , R H O D E I S L A N D

Older than the United States, Providence, Rhode Island is a city that has persevered through every challenge history has thrown its way. Located at a point where numerous streams flow into the Narragansett Bay, the capital city is a primary commercial, industrial and residential area for the state. It remains a center of liberal intellectual thought, largely influenced by Brown University and the large college student population in the area. From Benefit Street’s “Mile of History” on the east side of the city to Federal Hill, Rhode Island’s own “Little Italy”, Providence is known for having an abundance of historic and cultural attractions. Over three centuries’ worth of history lives on through the countless preserved houses throughout the city.

Once a city with manufacturing industries in metals, machinery, textiles, jewelry and silverware, Providence is now one of the largest centers for jewelry and silverware design and manufacturing. Services, specifically education, healthcare and finance, also make up a significant portion of the city’s economy. The Port of Providence, which is the second-largest deep water seaport in New England, also has a noteworthy contribution to the local economy as it handles cargo that includes cement, chemicals, heavy machinery, petroleum and scrap metal.

Many people are capitalizing on Providence’s central location relative to other East Coast cities. Prominent companies headquartered in Providence include Fortune 500 Textron and United Natural Foods, Fortune 1000 Nortek Incorporated, privately held engineering firm Gilbane, and GTECH Corporation, who recently moved their world headquarters to downtown Providence. Citizens Bank is also headquartered in Providence and is the fifteenth largest bank in the country.

B u s i n e s s C l i m at e

R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 9

Downtown Providence is an inspiring example of urban redevelopment where older historic buildings were restored and attractive parks and the Riverwalk were constructed along the Providence River. A shopping complex, the Rhode Island Convention Center and new residential developments continue to bring residents and visitors into the downtown area. Meanwhile, new office buildings that host banking and financial institutions and Brown University lie just east of downtown. Always rising to the challenge, the city maintains that creating jobs and growing the local economy is among its highest priorities. With dedicated optimism, residents anticipate a bright future for Providence.

D o w n t o w n d e v e l o p m e n t

1 0 | S a n t a n d e r B a n k

ROGER WILLIAMS PARK

Roger Williams Park has been the premier playground for Rhode Island residents since the city’s founding. Its 435 acres feature over 100 acres of ponds, the Museum of Natural History and Planetarium, the Botanical Center, the Carousel Village and the nationally-recognized Roger Williams Park Zoo.

BROWN UNIVERSITY

THAYER STREET

Located in Providence, Brown University is the seventh-oldest college in the United States. As a leading research university, Brown is frequently recognized for its global reach, many cultural events, competitive athletics and beautiful facilities.

Thayer Street is a popular destination for students of the area’s nearby schools, including Brown University and RISD. It is located in the College Hill neighborhood on the East Side of Providence and hosts independent shops and restaurants.

WATERFIRE

RHODE ISLAND STATE HOUSE

HISTORIC FEDERAL HILL

p o i n t s o f i n t e r e s t

Presented on the rivers of downtown Providence, WaterFire is an award-winning sculpture by Barnaby Evans. WaterFire has been praised by residents and visitors as a moving symbol of the city’s renaissance bringing life to the downtown area.

Located on the border of the downtown and Smith Hill sections of Providence, the Rhode Island State House is the capitol building of the state. The neoclassical building is on the National Register of Historic Places.

Historic Federal Hill has been called the “Heartbeat of Providence”. Beginning at Atwells Avenue, historic Federal Hill spreads to Broadway, Westminster and Cranston Streets. A place dedicated to the Italian immigrants, Federal Hill remains a place of charm.

RISD MUSEUM OF ART

The Rhode Island School of Design (RISD) Museum of Art acquires, preserves and exhibits works of art representing diverse cultures. About 100,000 objects are housed at the museum, ranging from ancient art to pieces by contemporary artists and designers.

WATERPLACE PARK AND RIVERWALK

PROVIDENCE PERFORMING ARTS CENTER

Centrally located in the heart of downtown, Waterplace Park is an urban park situated along the Woonasquatucket River that is connected to 3/4 mile cobblestone-paved walkways along the waterfront known as Riverwalk.

As the second largest theater of its kind in the country, the Providence Performing Arts Center presents a full roster of touring Broadway theatricals and contemporary engagements. This 3100-seat, world class venue is in the heart of the arts district.

R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 1 1

Located in Warwick, T.F. Green Airport serves as the commercial airfield to Providence. It is six miles south of the city and is the largest and most active airport among the six operated by the Rhode Island Airport Corporation. T.F. Green sees approximately 4 million passengers each year with Southwest being the mainline airline with the largest presence.

The Rhode Island Public Transit Authority is responsible for managing public transit. Kennedy Plaza in downtown Providence serves as a transportation hub for local public transit. Most of the area covered by Rhode Island PTA is served by traditional buses. Additional services provided includes a rapid bus service called the R Line and the Providence LINK, a system of tourist trolleys in the downtown area.

Serving as the commuter rail arm of the Massachusetts Bay Transportation Authority’s transportation coverage of Greater Boston in the US, the MBTA system is the sixth-busiest commuter rail in the United States. Ten trains depart from Providence each week, making their way north to Boston.

g e t t i n g a r o u n d

T.F. GREEN AIRPORT

RHODE ISLAND PTA

MBTA COMMUTER RAIL

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l e a s e a b s t r a c t

Lessor S-BNK East Providence CALL LLC

Lessee Sovereign Bank

Guarantor None

Building Size (SF) 141,000

Rent Commencement Date June 30, 2000

Expiration Date June 30, 2020

Lease Term 240 Months

Remaining Lease Term 42 Months

No. & Term of Options Five (5), Five (5) Year Options

Contract Rental Rate

Lease Years (7/1/2005-6/30/2020) $438,480/Year ($3,003,130)

1st Option 1-5 (7/1/2020-6/30/2025)90% of anticipated Fair Market Rental Value at Commencement of Renewal Term

2nd Option 6-10 (7/1/2025-6/30/2030) 110% of the Base Rent in effect during First Option

3rd Option 11-15 (7/1/2030-6/30/2035) 105% of the Base Rent in effect during Second Option

4th Option 16-20 (7/1/2035-6/30/2040) 105% of the Base Rent in effect during Third Option

5th Option 21-25 (7/1/2040-6/30/2045) 105% of the Base Rent in effect during Fourth Option

Fair Market Rental Value

Lessor and Lessee shall agree upon the Fair Market Rental Value, if the parties cannot agree on the Fair Market Rental Value within 60 days, the Fair Market Rental Value shall be determined by the Appraisal Procedure.

Lessor Expenses None

Lessee Expenses Maintenance, utilities and all real estate taxes.

Expense Cap None

Right of First RefusalUpon receipt of First Refusal Notice, Lessee has 20 business days to purchase the property under the terms set forth in such First Refusal Notice.

Sublet/AssignmentLessee may sublease or assign the Lease at no cost, under conditions outlines in Lease. Lessee remains liable for all obligations.

Insurance Policy shall provide coverage limits of no less than $1,000,000 per occurrence, a commercial umbrella liability of $10,000,000 and excess liability of $45,000,000.

R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 1 3

S a n ta n d e r B a n k

Santander Holdings USA, Inc. (SHUSA) is a wholly owned subsidiary of Banco Santander. SHUSA owns, directly and indirectly, 100% of Santander Bank, N.A. and approximately 60% of the common stock of Santander Consumer S.A. USA Holdings Inc., a Dallas, Texas–based national vehicle finance and unsecured consumer lending company. Santander Holdings USA, Inc. operates as the holding company for Santander Bank, National Association that provides various banking products and services primarily in the Mid-Atlantic and Northeastern United States. As one of the country’s top retail banks by deposits, Santander

STRATEGY

Santander’s strategies for growth include courting large corporate clients and strengthening its core retail business by adding new products. In early 2012 Sovereign Bank changed its charter from a thrift to a national commercial bank, which provides it with more flexibility to target corporate clients in particular. The company is also focused on specialized business lines such as lending for multifamily housing in Brooklyn, New York. By providing convenient and smart ways to

spend, save and manage money, Santander aims to make their customers’ banking lives easier.

GEOGRAPHIC OUTREACH

The company has approximately 675 branches throughout the Mid-Atlantic and Northeastern United States.

t e n a n to v e r v i e w

Company Name Santander Bank

Ownership Public

Parent Company Trade Name Santander Holdings Usa, Inc. (NYSE: SC)

Credit Rating (S & P) BBB+

No. of Locations ± 675

No. of Employees ± 9,800

Headquartered Boston, Massachusetts

Website www.santanderbank.com

Year Founded 1984

Oceanside Blvd ± 31,792

Col

lege

Blv

d ±

40,11

6

t h e o f f e r i n g

p a r c e l m a p

Property Name Santander Bank

Property Address 1 Sovereign Way

Riverside, RI 02915

Assessor’s Parcel Number 025 608-2-15

Site DescriptionNumber of Stories One

Year Built 1983

Gross Leasable Area (GLA) ± 141,000 SF

Lot Size ± 17.49 Acres (764,796 SF)

Type of Ownership Fee Simple

Parking ± 525 free Surface Spaces

Parking Ratio 4.85 :1,000 SF

Landscaping Professional

Topography Generally Level

ConstructionFoundation Concrete Slab

Framing Wood

Exterior Brick

Parking Surface Flat

Roof

1 4 | S a n t a n d e r B a n k

R i v e r s i d e , R I ( P r o v i d e n c e M S A ) | 1 5

p a r c e l m a p

Subject Property

Seekonk Square

b i r d ’ s e y e a e r i a l

1 6 | S a n t a n d e r B a n k

e x c l u s i v e ly l i s t e d b yJ O R D A N U T TA LVP & Director

Jordan.Utta [email protected] (310) 919-5707MOB (818) 231-4670

™A N D Y K N I G H TBROKER OF RECORD

LIC # 0018245

This Offer ing Memorandum contains select informat ion pertaining to the business and af fa i rs of Santander Bank located at 1 Sovereign Way, Riverside, RI 02915 (“Property”) . I t has been prepared by Matthews Real Estate Investment Services. This Offer ing Memorandum may not be al l - inclusive or contain a l l of the informat ion a prospect ive purchaser may desire. The informat ion contained in th is Offer ing Memorandum is conf ident ia l and furnished solely for the purpose of a review by a prospect ive purchaser of the Property. I t is not to be used for any other purpose or made avai lable to any other person without the wri t ten consent of Sel ler or Matthews Real Estate Investment Services. The mater ia l is based in part upon informat ion suppl ied by the Sel ler and in part upon f inancial informat ion obtained from sources i t deems rel iable. Owner, nor their of f icers , employees, or agents makes any representat ion or warranty, express or impl ied, as to the accuracy or completeness of th is Offer ing Memorandum or any of i ts contents and no legal l iabi l i ty is assumed or shal l be impl ied with respect thereto. Prospect ive purchasers should make their own project ions and form their own conclusions without rel iance upon the mater ia l contained herein and conduct their own due di l igence.

By acknowledging your receipt of th is Offer ing Memorandum for the Property, you agree:

1 . The Offer ing Memorandum and i ts contents are conf ident ia l ;

2 . You wi l l hold i t and treat i t in the str ictest of conf idence; and

3. You wi l l not , d i rect ly or indirect ly, d isclose or permit anyone else to disclose this Offer ing Memorandum or i ts contents in any fashion or manner detr imental to the interest of the Sel ler.

Owner and Matthews Real Estate Investment Services expressly reserve the r ight , at their sole discret ion, to reject any and al l expressions of interest or of fers to purchase the Property and to terminate discussions with any person or ent i ty reviewing this Offer ing Memorandum or making an of fer to purchase the Property unless and unt i l a wr i t ten agreement for the purchase and sale of the Property has been ful ly executed and del ivered.

I f you wish not to pursue negot iat ions leading to the acquis i t ion of the Property or in the future you discont inue such negot iat ions, then you agree to purge al l mater ia ls relat ing to th is Property including this Offer ing Memorandum.

A prospect ive purchaser ’s sole and exclusive r ights with respect to th is prospect ive t ransact ion, the Property, or informat ion provided herein or in connect ion with the sale of the Property shal l be l imited to those expressly provided in an executed Purchase Agreement and shal l be subject to the terms thereof. In no event shal l a prospect ive purchaser have any other c la ims against Sel ler or Matthews Real Estate Investment Services or any of their af f i l iates or any of their respect ive of f icers , Directors , shareholders, owners, employees, or agents for any damages, l iabi l i ty, or causes of act ion relat ing to th is sol ic i tat ion process or the market ing or sale of the Property.

This Offer ing Memorandum shal l not be deemed to represent the state of af fa i rs of the Property or const i tute an indicat ion that there has been no change in the state of af fa i rs of the Property s ince the date this Offer ing Memorandum.

C O N F I D E N T I A L I T Y & D I S C L A I M E R S TAT E M E N T