IN THE LOS ANGELES ARTS DISTRICT www.cbre.com/fordmotorfactory 2030-2060 East 7th Street 821 South Santa Fe Avenue 2053 Violet Street offering memorandum E xclusively Listed By Brandon Gill First Vice President Lic. 01232330 +1 213 613 3754 John Hillman Vice President Lic. 01223571 +1 213 613 3755 Greg Stanton First Vice President Lic. 00811874 +1 213 613 3757 Confidentiality Agreement CBRE, Inc. operates within a global family of companies with many subsidiaries and/or related entities (each an “Affiliate”) engaging in a broad range of commercial real estate businesses including, but not limited to, brokerage services, property and facilities management, valuation, investment fund management and development. At times different Affiliates may represent various clients with competing interests in the same transaction. For example, this Memorandum may be received by our Affiliates, including CBRE, Inc. or Trammell Crow Company. Those, or other, Affiliates may express an interest in the property described in this Memorandum (the “Property”) may submit an offer to purchase the Property and may be the successful bidder for the Property. You hereby acknowledge that possibility and agree that neither CBRE, Inc. nor any involved Affiliate will have any obligation to disclose to you the involvement of any Affiliate in the sale or purchase of the Property. In all instances, however, CBRE, Inc. will act in the best interest of the client(s) it represents in the transaction described in this Memorandum and will not act in concert with or otherwise conduct its business in a way that benefits any Affiliate to the detriment of any other offeror or prospective offeror, but rather will conduct its business in a manner consistent with the law and any fiduciary duties owed to the client(s) it represents in the transaction described in this Memorandum. This is a confidential Memorandum intended solely for your limited use and benefit in determining whether you desire to express further interest in the acquisition of the Property. This Memorandum contains selected information pertaining to the Property and does not purport to be a representation of the state of affairs of the Property or the owner of the Property (the “Owner”), to be all inclusive or to contain all or part of the information which prospective investors may require to evaluate a purchase of real property. All financial projections and information are provided for general reference purposes only and are based on assumptions relating to the general economy, market conditions, competition and other factors beyond the control of the Owner and CBRE, Inc. Therefore, all projections, assumptions and other information provided and made herein are subject to material variation. The Potential Purchaser hereby indemnifies and holds harmless CBRE, the Owner, and their respective affiliates and successors, and assigns against and from any loss, liability or expense, including attorney’s fees, arising out of any (1) breach of the terms of the Agreement by the Potential Purchaser or any Related Party, and (2) claim or claims by Potential Purchaser or any of their representatives for commissions, fees and other compensation for the sole proposed sale of the Property to the Potential Purchaser. The Potential Purchaser acknowledges that the Property has been offered for sale, subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser or for any other reason, whatsoever, without notice. The Potential Purchaser acknowledges that the Property is being offered without regard to race, creed, sex, religion, or national origin. If after reviewing this Memorandum, you have no further interest in purchasing the Property, kindly return this Memorandum to CBRE, Inc. TABLE OF CONTENTS EXECUTIVE SUMMARY The Offering..........................................................1 Offering Summary..................................................2 The Property History...................................................................4 Property OVERVIEW.................................................6 Parcel Map..............................................................7 SITE PLAN.................................................................8 Floor Plans...........................................................9 LOCAL AERIAL.........................................................15 REGIONAL AERIAL....................................................16 The Market Downtown Los angeles......................................17 Arts District.........................................................20 Analysis MULTI-HOUSING Overview......................................23 OFFICE Overview...................................................28 New Developments in the Arts District................31 Conclusion Offering Summary................................................32 executive summary An irreplaceable piece of American real estate is now for sale. The former Ford Motor Factory is an entirely unique ownership opportunity, combining its rich historical significance with the benefits of one of LA’s hottest neighborhoods. The property is, quite literally, one of a kind. It’s the last remaining large redevelopment prospect in the area, a rare chance to reinvent an iconic structure. Some of the diverse potential uses for the property include creative office, eclectic retail and/or residential to meet the growing demand. The Ford Motor Factory is unlike any offering on the market today. Its charming original aesthetics are the ideal palette for contemporary detailing and sustainable elements. Combined with the momentum of the Arts District, the building satisfies both the right and left brain – a fun, inspired purchase with tremendous upside. A Birthplace of American Ingenuity This property has a distinct position within the narrative of developing Los Angeles. It all started in 1914, when Henry Ford started producing Model T’s out of a factory in downtown Los Angeles. The company chose this location specifically in order to meet rising demand as the city experienced a period of significant growth. Since its inception, the building has housed innovators from Lockheed Aircraft to American Apparel. And now, it is poised to lead the Arts District into its most dynamic era yet. Located In One of LA’s Fastest-Growing Neighborhoods The Arts District is evolving into an eclectic LA hot spot. With two major residential projects currently under development, the neighborhood has experienced an influx of attention and investment. This is combined with the larger downtown Los Angeles renaissance, a $20 billion makeover that has catapulted the area to global real estate superstardom. With Accents of Yesterday High ceilings and original elements combine to evoke the past in a way that makes the building entirely unique from its peers. The Ford Motor Factory is poised to become a modern destination with incomparable historical character. And Redefined For Today Los Angeles residents are demanding more of the places they choose to spend their time. In order to attract today’s sophisticated consumer, a development has to meet a diverse scale of needs all in one place. the property Pr opert y History In 1914 the Ford Motor Company began production of the famed Model T automobile in the 5-Story building at 7th and Santa Fe. Henry Ford’s dream and determination to mass produce a car for the ordinary man had become a reality here in Southern California. Ford was the first company to assemble cars in the area. Recognizing that Los Angeles was consuming more cars per capita than any other region, Ford expanded the plant in 1923. The 90,000 square foot two-story building running along Santa Fe was able to increase production to 300 cars daily and employ 1,100 workers. In 1927 Ford ceased production of the Model T and began production of the Model A. Nearly 80,000 Model A’s were assembled here in 1928 and 1929 before the plant was closed and Ford relocated to a larger facility on the water in the Port of Long Beach. Other tenants and owners of the property since Ford have been, United States Rubber Co., Lockheed Aircraft, Bullock’s, Imperial Toy and American Apparel. Construction Begins 1912 2-Story expansion is built 1914 5-Story section opens. Model T production starts 1923 1927 Model A production begins 1928 Model T production stops 1929 Plant closes Lockheed Aircraft leases building during war effort 1941 1946 Bullock’s Department Stores purchases property Present day Imperial Toy Corporation purchases property 1968 2008 American Apparel The Property 4 Pr opert y Overvie w Building Size: 300,542 SF APN: Total Land: 173,804 SF Clear Height: Year Built: Construction: 1912, 1923, 1988, 1996 Loading: 5166-013-009, 5166-013-007, 5166-013-006, 5166-015-018 Ranges From 10 - 30 Feet Dock High Loading and Ground Level Poured Concrete, Block , CTU Zoning: M3 Number of Buildings: 4 Parking: Two Secure Fenced Yards Number of Stories: 1-5 Frontage: 318’ x 643’ The Property 6 Par cel M ap SANTA FE AVENUE The Property 7 the market downtown los angeles Downtown Los Angeles is Booming Investors are serious about Downtown Los Angeles. The city’s renaissance, which began in the mid-1990s, has accelerated, with over $20 billion invested into the Downtown market in the last 10 years. This internationally recognized tourist destination has undergone significant growth in the residential and retail sectors in the last decade as well; and the hotel market continues to expand to meet the growing demand of over 10 million non-local visitors annually. Downtown Los Angeles is one of the hottest development markets in the country. This is fueled by a number of factors, including an influx of high-income residents flocking to award-winning restaurants, a growing number of cultural, entertainment and performing arts venues, a powerful business district and some of the world’s finest sports franchises. The Market 17 From the bright lights of L.A. Live to the excited whispers anticipating the next world-class restaurant opening, Downtown’s fabled streets and historic buildings are transforming into a modern-day metropolis. Even with the recession of 2008-2010, Downtown has continued its growth in the residential, hospitality, entertainment and business sectors. Since 2006, the market has benefited from: 37% Increase in Downtown residency 20% Growth Among Major Branded Hotels with the Addition of Over 1,000 Rooms Approval of the Proposed NFL Stadium, Farmers Field Completion of Major Entertainment Sites, Including LA Live and One Santa Fe For investors to fully capitalize on Downtown’s favorable demographics, improving market conditions and intensifying demand, the time to strike is now. Over $20 $1,316,900,000 Arts & Entertainment $2,462,700,000 Civic & Institutional $759,000,000 Commercial Invested In $7,694,133,647 Mixed-Use Downtown LA $4,609,600,000 Residential $3,207,000,000 Transit Billion Has Been Over The Past Decade $20,095,633,647 Includes financing for projects starting or approved for construction through 2013. Source: Downtown Center BID 6.39% 3.87% 4.68% 5.40% 2.60% 6.28% 15.83% 12.14% 10.73% 0.26% 2012 -5.09% $9,213,781,118 $9,030,845,311 $8,851,402,207 $9,326,410,136 $9,301,781,581 $8,695,487,916 6.97% 2011 2010 2007 $7,853,144,506 $7,002,900,943 2009 2006 2005 $6,045,596,904 $5,688,391,189 118.78% 2008 2004 2003 $5,544,496,087 $5,260,525,694 $5,025,431,988 2002 2001 7.99% 2000 $4,838,421,305 $4,480,598,392 $4,21,364,587 1999 1998 1997 This movement is reflected in property values, which have consistently risen since 2010 in a trend that shows no signs of slowing. Property Value Increases From 1997 - 2012 2.03% 2.03% The Arts District The Next “It” Neighborhood A Southern California cultural Mecca, the Arts District is one of a kind. It’s been there all along, with its distinctive architecture and a smart, playful and enlightened demographic base, the neighborhood base has been there for years. Today, however, investors and developers are taking notice, leveraging considerable resources toward the area’s reinvention. The future is undeniable. Between its unbeatable demographics, progressive attitude and location within the greater downtown LA transformation, this is a neighborhood on fire. The Market 20 analysis Multi-Housing Overview The Demand for Housing in Downtown LA is Undeniable Given approximately 500,000 Downtown-based workers but only ±20,000 market-rate residential units, the demand for housing in Downtown LA is undeniable. The market is responding with a variety of market-rate offerings, including ground-up projects of all sizes and cutting-edge adaptive reuse and conversion projects. Many are in construction and others are just beginning planning. Analysis 23 Downtown Los Angeles Population Growth 48,433 43,601 39,537 28,878 18,700 2000 2006 2008 2010 2012 Demographic Profile of Downtown LA Residents The average Downtown Los Angeles resident is one of the most affluent in all of Los Angeles County who thrives on the fast-paced, 24/7 environment of the new, booming Downtown. • Overall median income for 2012 was $96,200, 58% above the Los Angeles County average • 80% have a four-year college degree or higher Median Household Income In LA Area Submarkets Bel Air Pacific Palisades Palos Verdes La Canada Manhattan Beach Beverly Hills Downtown Century City Marina Del Rey Redondo Beach Playa Del Rey West Los Angeles Hancock Park Culver City Santa Monica $207,938 $168,008 $167,344 $148,996 $96,312 $96,312 $96,200 $95,135 $92,763 $92,263 $91,339 $86,403 $85,277 $70,774 $69,013 • 40% use public transit compared to 7% in Greater Los Angeles • 63% work in Downtown • Ample disposable income, spending approximately: - $102.00 per grocery store visit - $16.00 per lunch - $28.00 per dinner Source: Downtown Center Business Improvement District Analysis 25 Demand for Residential Units Downtown Los Angeles exhibited striking resiliency during the recession and has made outstanding advances as the economy has continued to recover. OCCUPANCY. An April 2012 report by USC Lusk Center found that the multifamily occupancy rate in Downtown LA area rose by 5.3% to 96.8% in 2011. Downtown LA boasts the second-highest occupancy rate in Los Angeles County, trailing only West Los Angeles at 97.3%. RENTAL RATES. Downtown rents were shown to have increased approximately 4.2% for the full year in 2012. The Lusk study found that rents increased 6% in 2011 and predicted them to increase another 9.6% by the end of 2013. ABSORPTION. Absorption in Downtown has been robust with the submarket absorbing approximately 1,947 units per year over the past two years with current occupancy at 97.1%, according to MPF research. DOWNTOWN RESIDENTIAL OCCUPANCY TRENDS Period Absorption Occupancy Last Two Years 1,947 units/year 97.1% Last Five Years 1,382 units/year 92.1% Analysis 26 Arts District Supply Pipeline # Project 1 940 E 2nd St. Total Units 2 900 E. 1st St. 3 Artisan on Second 118 242 38 50 4 Barker Block 5 Barker Block Phase 2 68 6 Beacon Lofts 53 7 Binford Lofts 8 Biscuit Company Lofts 9 Brick Lofts 10 Factory Place Arts Complex 11 Galley Lofts 33 12 Hewitt Street Lofts 39 13 Molino Street Lofts 14 The Mura 190 36 105 21 143 91 15 The Savoy 303 16 Toy Factory Lofts 109 17 1800 Industrial 18 Loft 726 22 19 Seven & Bridge 73 20 Seventh & Santa Fe 21 Seaton & 5th Building 22 811 Traction 10 23 808-820 3rd St. 10 24 Modernica TOTAL CURRENT INVENTORY 25 Biscuit Company Lofts Beacon Lofts Gallery Lofts Toy Factory Lofts 6 40 104 9 1,913 Camden 250 438 26 One Santa Fe 27 East Village 320 28 The Commons 472 29 Amp Lofts 180 30 The Walnut 57 TOTAL FUTURE INVENTORY 1,717 TOTAL INVENTORY 3,630 Analysis 27 Office Market Overview New Sectors Joining Traditional Core Downtown Los Angeles is the location of choice for over 13,000 businesses, and that number grows daily. The Downtown LA office market is the regional hub of Southern California. Encompassing over 31 million SF, it is the second largest office submarket in the region. Downtown LA’s dominance as the commercial financial and cultural center of Southern California has only intensified over the last 10 plus years - due to the development and expansion of the extensive transportation infrastructure, large concentration of new home development, and the addition of numerous cultural amenities that are transforming the area from a 9 to 5 weekday office market into a vibrant 24-hour community and cultural and entertainment destination. Today, Downtown’s influence extends well beyond the region, serving as the West Coast gateway to Asia, Latin America and the world’s financial markets. In the United States, only New York City and Washington D.C. can claim a greater international business presence. Downtown is home to more than 100 domestic and international banks, finance and trading companies. Along with the domestic and international banking companies are headquartered Downtown. Analysis 28 The commercial real estate market in Downtown Los Angeles gains its strength and stability from the diversity and balance of its many thriving industries. The traditional Downtown Central Business District (CBD) user groups - such as government, legal, professional services, and the international and domestic finance-oriented cluster - continue to anchor the market. At the same time, industry groups such as educational, healthcare, technology, insurance, architectural/engineering, accounting and communications industries are growing, particularly in the emerging South Park/Entertainment Districts south of the Financial District and Historic Core. Legal Petroleum E-Commerce Other Communications 6% 1% 1% 6% Insurance 6% 36% 7% Professional Services 7% Government 8% Financial/Services 11% 9% Accounting/Consulting Banking Market Comparison for Creative Office Creative office in Dowtown Los Angeles is still in its infancy and an emerging market. The majority of the other markets have been established since the mid 90’s and pre dot-com era. Markets NET RENT PSF San Francisco $3.75- $4.25 Silicon Valley $6.50 - $7.00 Santa Monica /Venice $3.50 - $4.50 Hollywood $2.75 - $3.25 Culver City $2.50 - $3.00 Playa Vista/El Segundo $2.25 - $2.75 Downtown LA $2.00 - $2.50 Analysis 30 New Developments in the Arts District THE LEKRETZ INNOVATION CAMPUS ONE SANTA FE Type Education/Incubator Type Location Clean Tech Corridor Location Size 60,000 SF Size Lucky Brand Headquarters Mixed-Use Project Santa Fe Ave / 1st & 4th St 50,000 SF Outdoor Space, 78,620 SF Offices & Retail, 15,000 SF Grocery Store, 438 Apartments Type Creative Office Location 540 S. Santa Fe Ave. Size 50,567 SF Analysis 31 CONCLUSION Offering Summary Interest Offered 100% fee simple interest in Ford Motor Factory, a 300,542 gross square foot, mixed-use asset located at 2030-2060 East 7th Street, 821 South Santa Fe Avenue, 2053 Violet Street, Los Angeles, CA. OFFERED PRICE $45,000,000.00 TERMS OF THE SALE The property is being offered free and clear BID DEADLINE Thursday, October 3, 2013 PROPERTY TOURS Prospective purchasers are encouraged to visit the subject property prior to submitting offers. Please do not contact the on-site management or staff without prior approval. All property tours must be coordinated through the listing team named in this memorandum. Conclusion 32 Ford Motor Factory will be for the buyer who can execute a project that creates its own momentum, truly transforms a neighborhood, and builds upon its own success. It is a rare opportunity to combine history with innovation and take new concepts to the next level of development. There may not ever be another project like this in Downtown Los Angeles and the window to be on the forefront of something great may not present itself for many years.