Kay Jewelers - Stan Johnson Company

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Kay Jewelers - Stan Johnson Company
Shenango Valley Mall
                                     507K+ SF Shopping Center
                                     40 Stores & Luxury Retailers

                                                                          SUBJECT PROPERTY
                                                                                             N H er
                                                                                                      m it a g
                                                                                                                 e Ro a
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   NE
                                                                                                                              Shenango Valley Cinema
                                                                                                                                    12 Screens

Subject Property

         Kay Jewelers                                                                                            Confidential Offering Memorandum

         115 N Hermitage Road | Hermitage, PA

         Relocation Store from 12-Year Historical Location | Directly Located Across from
         507,000 SF Regional Mall | Long-Term NNN Lease with 10% Rental Escalations
Kay Jewelers - Stan Johnson Company
Offered
Exclusively by                   Table of Contents

                                 The Offering..……………………………………………..……..4                                Lease Abstract.............................................................11
Tom Georges                      Investment Highlights…..….…….…………………….....5                           Rent Roll & Cash Flow Projection….....….................12
Associate Director
                                 Surrounding Retail Map.……................….…………6                      Tenant Overview….….….......……………………...…………...13
marketing@stanjohnsonco.com
                                 Property Photographs.…....................…………..….…7                  Location Overview..………........….……………………………15
Pennsylvania Broker #ABR002166
                                 Property Aerials….…….….................…….……………..8                    Regional Map..…..………..........…………………….……………16
                                 Property Description…....................…………..….….9                  Demographics.................................................……17
                                 Site Plan. .....................…......................…….…..….…10

                                 Confidentiality and Restricted Use Agreement
                                 This Confidential Offering Memorandum (“COM”) is provided by Stan Johnson Company (“SJC”), solely for your consideration
                                 of the opportunity to acquire the commercial property described herein (the “Property”). This COM may be used only as stated
                                 herein and shall not be used for any other purpose, or in any other manner, without prior written authorization and consent of SJC.

                                 This COM does not constitute or pertain to an offer of a security or an offer of any investment contract. This COM contains
                                 descriptive materials, financial information and other data compiled by SJC for the convenience of parties who may be interested
                                 in the Property. Such information is not all inclusive and is not represented to include all information that may be material to an
                                 evaluation of the acquisition opportunity presented. SJC has not independently verified any of the information contained herein
                                 and makes no representations or warranties of any kind concerning the accuracy or completeness thereof. All summaries and
                                 discussions of documentation and/or financial information contained herein are qualified in their entirety by reference to the actual
                                 documents and/or financial statements, which upon request may be made available. An interested party must conduct its own
                                 independent investigation and verification of any information the party deems material to consideration of the opportunity, or
                                 otherwise appropriate, without reliance upon SJC.

                                 The Property may be financed or withdrawn from the market without notice, and its owner(s) reserve(s) the right to negotiate with
                                 any number of interested parties at any time. The Property is offered and sold by its owner(s) as is, where is, and with all faults,
                                 without representation or warranty of any kind except for any customary warranties of title.

                                 BY ACCEPTING THIS COM, YOU AGREE THAT: (1) all information contained herein, and all other information you have received or
                                 may hereafter receive from SJC relating to the Property, whether oral, written or in any other form (collectively, the “Information”),
                                 is strictly confidential; (2) you will not copy or reproduce, and claim as your own without attribution to SJC, all or any part of this
Stan Johnson Company             COM or the Information; (3) upon request by SJC at any time, you will return and/or certify your complete destruction of all copies
                                 of this COM and the Information; (4) for yourself and all your affiliates, officers, employees, representatives, agents and principals,
180 Madison Avenue, Suite 1500   you hereby release and agree to indemnify and hold harmless SJC all of its affiliates, officers, employees, representatives, agents
                                 and principals, from and with respect to any and all claims and liabilities arising from or related to the receipt or use of this COM
New York City, NY 10016
                                 and/or any other Information concerning the Property; (5) you will not provide this COM or any of the Information to any other
P: +1 646.778.5560
                                 party unless you first obtain such party’s acceptance and approval of all terms, conditions, limitations and agreements set forth
                                 herein, as being applicable to such party as well as to you; and (6) monetary damages alone will not be an adequate remedy for a
stanjohnsonco.com                violation of these terms and that SJC shall be entitled to equitable relief, including, but not limited to, injunctive relief and specific
                                 performance, in connection with such a violation and shall not be required to post a bond when obtaining such relief.

                                                                            Subject Property
Kay Jewelers - Stan Johnson Company
Section One

Investment Summary

                Actual Property
Kay Jewelers - Stan Johnson Company
The Offering
 Stan Johnson Company, on behalf of Ownership as its exclusive advisor, is pleased to
 offer for sale the opportunity to acquire the 100% fee simple interest in the commercial   Price: $2,033,433 Cap Rate: 6.70%
 property located at 115 N Hermitage Rd, Hermitage, PA 16148 (the “Property”). The
 Property is a freestanding building that was constructed in 2015. Kay Jewelers signed                                       Investment Summary
 a brand new 11-year NNN lease with the option to extend for two (2) additional five        Location                         115 N Hermitage Road; Hermitage, PA 16148
 (5) year periods. The initial lease term extends through 12/31/2025 with a 10% rental      County & Parcel ID               Mercer County: 11-145-256-002
 increase on 1/1/2021. Each option period also calls for a 10% rental increase. The only
                                                                                            Property Type                    Retail, Freestanding Jewelry Store
 Landlord responsibility is roof and structure. The roof carries a new 15-year warranty.
 The lease is guaranteed by Sterling Jewelers Inc., which most recently reported annual     Building Size                    ± 2,600 SF
 sales of $3.99 billion & is a wholly owned subsidiary of Signet Jewelers, the largest      Land Area                        ± 0.87 acres
 diamond jewelry retailer in the world with annual sales of $6.55 billion.                  Year Built                       2015

                                                                                            Tenant                           Sterling, Inc. d/b/a Kay Jewelers
 New 2015 relocation store for Kay Jewelers on 11-                                          Guarantor                        Sterling Jewelers, Inc.*
 year NNN lease with 10% rental increases every 5                                           Lease Type                       NNN (Landlord Responsible Only for Roof & Structure)

 years & in the options.                                                                    Base Term                        11 years

                                                                                            Remaining Term                   8 Years, 9 Months remaining

                                                                                            Rental Increases                 10% every 5 years & renewal options
                               #
                                  1   Specialty Retail Jeweler in the U.S.                  Tenant Financial Reporting

                                                                                            *See P.13 for more information
                                                                                                                             Yes, see P.11 for more information

               NEW                                        Long-Term                                                            Offering Summary

           2015
             build-to-suit
                                                 NNN Lease                                  Price

                                                                                            Cap Rate
                                                                                                                             $2,033,433

                                                                                                                             6.70%

                                                                                            Annual Rent                      $136,240
       Relocation Store                               Dense Retail Corridor
                                                      Directly Accross From                 Ownership Interest               Fee Simple Absolute in Land & Improvements

             Attractive                             507K+ SF                                Encumbrances                     None, Delivered Free & Clear

    Rental Increases                                 shopping center                                                                Traffic Counts

                                                                                            Hermitage Road                   18,790 VPD
             STRONG                            Investment Grade Corporate Parent
                                                                                            E State Street                   17,649 VPD

      Guaranty                                                                              Shenango Valley Freeway

                                                                                            I-80
                                                                                                                             15,869 VPD

                                                                                                                             27,862 VPD
 from Wholly-Owned Subsidiary with
                                                                                            Total VPD                        80,170 VPD
$3.99B Annual Sales | 1,540 Locations            $6.55 Billion Annual Sales

                                                                                                                                                     Kay Jewelers • Hermitage, PA • 4
Kay Jewelers - Stan Johnson Company
Investment Highlights
Rare Relocation Store
Kay Jewelers recently relocated to this site after 12 years of                                                                                     SIG
                                                                                                                                                   listed
operating successfully in the adjacent Shenango Valley Mall
(507,000+ SF shopping center). This offering is a rare opportunity
                                                                                                                                                   NYSE
acquire a brand-new freestanding Kay Jewelers with historically                                                          (NYSE: SIG | S&P: BBB-)
strong sales. Ask listing broker for additional information on unit-                                         World’s Largest Diamond Jewelry Retailer
level financials.                                                                                               $6.55B Annual Sales | 3,625 Locations

Guaranty from Leading Retailer Jeweler in the U.S. with
Increasing Revenues
The lease is guaranteed by Sterling Jewelers, Inc., which reported
$3.99B in annual sales and is the largest operating segment (61%
by revenue) of corporate parent Signet Jewelers Limited (NYSE:
SIG | S&P: BBB-). Signet Jewelers is the largest diamond jewelry       Zales, Total Zale Jewelry, Piercing
                                                                       Pagoda, Peoples & Regional Brands                      (Guarantor)
retailer in the world with annual sales of $6.55 billion.
                                                                         $1.57B Annual Sales                       Largest Operating Segment                  $993M Annual Sales
                                                                        24% of Signet’s Sales                                                                 15% of Signet’s Sales
                                                                           1,582 Locations                             of Signet Jewelers                        503 Locations
Strategically Positioned within a Heavily Trafficked Retail Corridor
                                                                                                                        $3.99B Annual Sales
Immediate trade area retailers include the 507,000+ SF regional                                                         61% of Signet’s Sales
Shenango Valley Mall, which is anchored by JCPenney. Other                                                                1,540 Locations
retailers in the immediate area include Home Depot, Lowe’s,
Shenango Valley Cinema, Giant Eagle, Aldi, Chipotle, and many
others. There are over 36,000 vehicles per day at the intersection
of Hermitage Rd & E State Street.

11-Year Lease with 10% Rental Increases Every 5 Years
The property is a brand new build-to-suit, freestanding Kay                                                                                                     Regional
Jewelers location, constructed in 2015, and represents a newer                                                                                                   Brands
prototype location. Tenant is responsible for interior non-              $1.24B Annual Sales                                                                 $205.5M Annual Sales
structural components and HVAC. Tenant directly administers the         19% of Signet’s Sales                                  (Tenant)                       3% of Signet’s Sales
                                                                            270 Locations                                                                        141 Locations
operation, maintenance, repair, and replacement of the common                                                    #1 Specialty Retail Jeweler in U.S.
areas including direct payment of CAM’s and directly pays taxes.
Seller shall deliver a 15-year roof warranty at close of escrow.                                                        $2.55B Annual Sales
                                                                                                                        39% of Signet’s Sales
                                                                                                                           1,129 Locations

                                                                                                                                                     Kay Jewelers • Hermitage, PA • 5
Kay Jewelers - Stan Johnson Company
Shenango Valley Mall

                                                            Hermitage Road (18,790 VPD)
                           E Sta te Stre et (17, 649 VPD)

                                                                                                           Traffic Counts
                                                                                          Hermitage Road               18,790 VPD
                                                                                          E State Street               17,649 VPD
                                                                                          Shenango Valley Freeway      15,869 VPD
                                                                                          I-80                         27,862 VPD
                                                                                          Total VPD                    80,170 VPD

                                            PD
                                 , 8 69 V
 Shena ngo Valley Fr e e w ay 15

                                                                                                                               N
3 MILES
 SOUTH

                                                                                                 Kay Jewelers • Hermitage, PA • 6
Kay Jewelers - Stan Johnson Company
Property Photographs

Subject Property                                       Subject Property

Subject Property                                       Subject Property

                               Kay Jewelers • Hermitage, PA • 7
Kay Jewelers - Stan Johnson Company
Property Photographs

NW                                                             N

NE                                                             E

                            Kay Jewelers • Hermitage, PA • 8
Kay Jewelers - Stan Johnson Company
Property Description

LOCATION                                       LAND AREA                                         ACCESS & FRONTAGE
Property is located on the west side of the    +/- 0.87 acres (+/- 37,897 SF)                    Property enjoys frontage on N Hermitage
Shenango Valley Mall, on N Hermitage Road,                                                       Rd. and is within a center that features three
in the city of Hermitage, Mercer County,       IMPROVEMENTS                                      points of ingress and egress.
Pennsylvania.                                  Property is a newer 2015 build-to-suit
                                               consisting of a 2,600 SF single story building.   LANDSCAPING
PROPERTY TYPE                                                                                    Combination of grass, concrete hardscapes,
Primary: Retail, Freestanding, Single Tenant   OWNERSHIP INTEREST & LEASE TYPE                   and curbed dividers with trees and shrubs.
Secondary: Jewelry Store                       Fee simple ownership w/ NNN lease.
Occupancy: 100%                                Landlord responsible for roof and structure.      TENANT & LEASE GUARANTOR
                                                                                                 Tenant: Sterling Inc. d/b/a Kay Jewelers
PROPERTY PARCEL ID                             PARKING                                           Guarantor: Sterling Jewelers Inc.
Mercer County: 11-145-256-002                  20 surface spaces

YEAR BUILT                                     TRAFFIC SIGNAL
2015                                           The signalized intersection of Hermitage
                                               Rd and E State St adjacent to site sees
                                               approximately 36,439 vehicles per day.

                                                                                                                   Kay Jewelers • Hermitage, PA • 9
Kay Jewelers - Stan Johnson Company
Site Plan

                                       LOOP RD (PRIVATE)

                5

                    3

            6

                        6

                        N HERMITAGE RD (18,790 VPD)

  N

                                                           Kay Jewelers • Hermitage, PA • 10
Lease Abstract
Location                               115 N Hermitage Road | Hermitage, PA 16148
Documentation                          Lease dated 2/6/2014
Tenant/Lessee                          Sterling Inc.
Guarantor                              Sterling Jewelers Inc. (wholly owned subsidiary of Signet Jewelers - NYSE: SIG)
Doing Business As (D/B/A)              Kay Jewelers
Leased Premises                        Land Area = 0.87 acres (37,897 SF) Improvements = 2,600 SF
Rent Commencement Date                 1/19/2015
Lease Expiration Date                  12/31/2025
Primary Base Term                      11 years
Primary Base Term Remaining            8 Years, 9 Months remaining
Annual Base Rent                       $136,240
Rental Escalations                     10% every 5 years
Lease Type                             NNN (Landlord Responsible Only for Roof & Structure)
Operating Expenses
  CAM                                  Tenant responsible
  Real Estate Taxes                    Tenant pays directly

                                       Tenant shall carry Commercial General Liability ($2 mm per occurrence, $5 mm aggregate), Property Damage (replacement
  Tenant's Insurance                   value), Workers Comp (as required by law), and Flood Insurance (replacement value). Tenant may self-insure for Property Damage
                                       Insurance obligations provided Tenant has tangible Net Worth of at lease $50 mm

                                       Landlord shall carry insurance against damage by fire, lightning, vandalism, and other such perils (replacement value), Commercial
  Landlord's Insurance
                                       General Liability ($2 mm per occurrence, $5 mm aggregate), Reimbursed by Tenant
  Utilities                            Tenant pays directly
Capital Expenses
  Parking Lot & Utility Lines          Tenant repairs and replaces
  HVAC                                 Tenant repairs and replaces
  Roof & Structure                     Landlord repairs and replaces
Renewal Options                        2, 5-year options
Renewal Notice                         270 days
Estoppel Period                        15 days
Tenant Right of First Refusal (ROFR)   None
Tenant Termination Option              None

                                       Within 30 days after receipt of LL’s request, but not more than once during the Lease Year, if TT (or its guarantor) is not then
Tenant/Guarantor Financial             an entity whose ownership interests are publicly traded on national exchange, TT shall provide LL with a copy of the financial
Reporting                              statements for the most recent completed year end of TT and or guarantor. Financials must be sent at least 120 days after the end
                                       of such fiscal year of TT.

                                                                                                                                         Kay Jewelers • Hermitage, PA • 11
Rent Roll & Cash Flow
                                                                     Dates
    Tenant            Rentable                                                         Annual       Monthly                                                       Renewal
                                 % Share     Lease Year                                                           Rent PSF      % Increase        Lease Type
  (Guarantor)           Area                                                            Rent         Rent                                                         Options
                                                            Start            End
 Kay Jewelers         2,600 SF    100%          1-6       1/19/2015    12/31/2020     $136,240      $11,353        $52.40              -
                                               7 - 11     1/1/2021     12/31/2025     $149,864      $12,489        $57.64          10.00%
   (Sterling                                                                                                                                          NNN         2 x 5 Year
                                              Option 1    1/1/2026     12/31/2030     $164,840      $13,737        $63.40          10.00%
 Jewelers, Inc.)
                                              Option 2    1/1/2031     12/31/2035     $181,324      $15,110        $69.74          10.00%

                                                                                                 Lease Years
Category                           Year 1*      Year 2       Year 3          Year 4    Year 5      Year 6       Year 7       Year 8         Year 9     Year 10      Year 11
Gross Revenue
 Base Rental Revenue              $136,240     $136,240     $136,240     $136,240     $136,240    $136,240     $149,864     $149,864       $149,864    $149,864    $149,864
 Scheduled Base Rental Revenue    $136,240     $136,240     $136,240     $136,240     $136,240    $136,240     $149,864     $149,864       $149,864    $149,864    $149,864
Effective Gross Revenue           $136,240     $136,240    $136,240      $136,240     $136,240    $136,240     $149,864     $149,864       $149,864    $149,864    $149,864

Total Operating Expense              $0           $0           $0             $0        $0           $0          $0           $0             $0             $0        $0

Net Operating Income              $136,240     $136,240    $136,240      $136,240     $136,240    $136,240     $149,864     $149,864       $149,864    $149,864    $149,864

Leasing & Capital Cost
 Tenant Improvements                 $0           $0           $0             $0        $0           $0          $0           $0             $0             $0        $0
 Leasing Commissions                 $0           $0           $0             $0        $0           $0          $0           $0             $0             $0        $0

Cash Flow Before Debt Service     $136,240     $136,240    $136,240      $136,240     $136,240    $136,240     $149,864     $149,864       $149,864    $149,864    $149,864

*Partial Lease Year

                                                                                                                                            Kay Jewelers • Hermitage, PA • 12
Tenant Overview
Kay Jewelers (“Kay”), operates under Sterling Jewelers, Inc. (“Sterling”), a wholly owned subsidiary                               Corporate Profile
of Signet Jewelers Limited (“Signet”) (NYSE: SIG), the world’s largest retail jeweler. Signet Jewelers is
                                                                                                                Corporate Parent   Signet Jewelers, Ltd.
the largest specialty jewelry retailer in the US, UK and Canada. Signet operates approximately 3,600
stores primarily under the name brands of Kay Jewelers, Zales, Jared The Galleria Of Jewelry, H.Samuel,         Ticker Symbol      NYSE: SIG
Ernest Jones, Peoples and Piercing Pagoda. The company’s annual sales of $6.55 billion derive from the          Credit Rating      S&P: BBB-/Stable
retailing of jewelry, watches and associated services. Signet’s shares are listed on the New York Stock                            Sterling Jewelers, Inc. (61% of Sales)
                                                                                                                Operating
Exchange (SIG) and it maintains a credit rating of BBB-/Stable from Standard & Poor’s.                                             Zales Jewelry (24% of Sales)
                                                                                                                Segments
                                                                                                                                   U.K. (15% of Sales)
Since 2004, Kay has been the largest specialty retail jewelry store brand in the US based on sales              Revenue*           $6.55 Billion
and Kay’s $2.55B annual sales account for 39% of corporate parent Signet Jewelers’ total sales. Kay
                                                                                                                Net Income*        $468 Million
operates 1,129 stores in 50 states.
                                                                                                                Total Assets*      $6.5 Billion
                                                                                                                Market Cap
                                                                             SIG                                (9/26/2016)
                                                                                                                                   $5.8 Billion
                                                                             listed
                                                                             NYSE                               # of Locations     3,625
                                                                                                                Website            www.signetjewelers.com
                                                   (NYSE: SIG | S&P: BBB-)
                                        World’s Largest Diamond Jewelry Retailer
                                            $6.55B Annual Sales | 3,625 Locations                                                  Guarantor Profile
                                                                                                                Guarantor          Sterling Jewelers, Inc.
                                                                                                                                   Wholly Owned Subsidiary of Signet
                                                                                                                Entity Type
                                                                                                                                   Jewelers, Ltd.
                                                                                                                                   Kay Jewlers (64% of Sales)
                                                                                                                Primary Brands
  Zales, Total Zale Jewelry, Piercing
                                                                                                                                   Jared Galleria of Jewelry (31% of Sales)
  Pagoda, Peoples & Regional Brands                       (Guarantor)
                                                                                                                Revenue*           $3.99 Billion
    $1.57B Annual Sales                       Largest Operating Sement of               $993M Annual Sales
   24% of Signet’s Sales                            Signet Jewelers                     15% of Signet’s Sales   # of Locations     1,540
      1,582 Locations                                                                      503 Locations        Website            www.sterlingjewelers.com
                                                      1,540 Locations
                                          $3.99B Annual Sales | 61% of Signet’s Sales

                                                                                           Regional                                  Tenant Profile

                                                                                            Brands              Guarantor          Kay Jewelers
    $1.24B Annual Sales                                                                 $205.5M Annual Sales                       Wholly Owned Subsidiary of Sterling
                                                                                                                Entity Type
   19% of Signet’s Sales                                                                 3% of Signet’s Sales                      Jewelers, Ltd.
       270 Locations                                       (Tenant)                         141 Locations       Revenue*           $2.55 Billion
                                            #1 Specialty Retail Jeweler in U.S.
                                                                                                                # of Locations     1,129
                                                      1,129 Locations
                                                                                                                Website            www.kay.com
                                         $2.55B Annual Sales | 39% of Signet’s Sales
                                                                                                                *As of 1/30/2016
Section Two

   Location Overview

                       Kay Jewelers • Hermitage, PA • 14

Subject Property
Location Overview
Hermitage is a city in Mercer County, Pennsylvania
and is part of the Youngstown-Warren-Boardman, OH-
PA MSA. Located in western Pennsylvania midway
between Pittsburgh, Erie, Chicago, and New York City
at the junction of Interstates 79 and 80, offering unique
advantages for business development, Hermitage is a
great place to work and invest. Hermitage has a labor
force of 7,803 people with a job growth rate of 3.56%
since 2014.                                                 Staubaugh Auditorium | Youngstown, PA                 Youngstown State University

Hermitage boasts a total of 1,057 businesses with the
leading industries being wholesalers, retail, health care
and social services, accommodation and food service.

                     Hermitage Profile

 Area:                   29.6 sq mi

 County:                 Mercer

 State:                  Pennsylvania                       Avenue of 444 Flags Memorial | Hermitage, PA
 MSA:                    Youngstown-Warren, OH-PA

 MSA Population:         565,773

 *Population figures based on 2010 U.S. Census

                                                                                                                           Kay Jewelers • Hermitage, PA • 15

                                                            Staubaugh Stadium - Youngstown State University | Youngstown, PA
N

Kay Jewelers • Hermitage, PA • 16
Demographics
115 N Hermitage Road
                                0 - 1 mi.   0 - 3 mi.   0 - 5 mi.   0 - 10mi
Hermitage, PA 16148

Population

2016 Population                   3,864      34,294     50,200       86,734

2021 Population                   3,868      34,070      49,688      85,227

2010-2016 Annual Rate            0.28%        0.01%      -0.10%      -0.34%

2016-2021 Annual Rate            0.02%       -0.13%      -0.20%      -0.35%

Households

2015 Total Households             1,846       15,013      21,773    36,906

2021 Total Households             1,850      14,946       21,607     36,424

2010-2016 Annual Rate            0.37%        0.08%      -0.03%      -0.19%

2016-2021 Annual Rate            0.04%       -0.09%      -0.15%      -0.26%

2016 Average Household Income   $69,389     $59,819     $55,924     $56,969

                                                                                                              N

                                                                               Kay Jewelers • Hermitage, PA • 17
Offered Exclusively by

                                                                               going beyond
Tom Georges
Associate Director
tgeorges@stanjohnsonco.com
Pennsylvania Broker #ABR002166

Stan Johnson Company
180 Madison Avenue, Suite 1500
New York City, NY 10016
P: +1 646.778.5560

stanjohnsonco.com

                                 The information contained herein was obtained from sources believed reliable, however,
                                 Stan Johnson Company makes no guaranties, warranties or representations as to the
                                 completeness thereof. The presentation of this property for sale, rent or exchange is
                                 submitted subject to errors, omissions, change of price or conditions, or withdrawal
                                 without notices.
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