MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET

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MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
Macy’s Redevelopment Site
            Investment Opportunity
                                                 Joint Venture or 100% Sale

          F l a g l e r S t r e e t & M i a m i Av e n u e , D o w n t o w n M i a m i

 Claude Pepper
Federal Building
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
TAB LE O F CONTENTS

EXECUTIVE SU M M ARY                                                                                   3

PRO PERTY D E SCRIPTION                                                                             13

CENTRAL BUSINESS DISTRICT OVERVIEW                                                                  24

M ARKET OVERVIEW                                                                                    42

ZONING AND D EVELO PM ENT                                                                           57

Developm e n t sce n a r io 		                                                                      64

Financial o v e r v ie w                                                                            68

Lease abs tr a c t					                                                                             71

F o r M o r e I n f o r m a t i o n , C o n t a c t:

p r i m a r y C o n t a c t:                  a dd i t i o n a l c o n t a c t:

J O H N F. B ELL                              Mariano Perez
Managing Director                             Senior Associate
john.bell@transwestern.com                    mariano.perez@transwestern.com
Direct: 305.808.7820                          Direct: 305.808.7314
Cell: 305.798.7438                            Cell: 305.542.2700

100 SE 2nd Street, Suite 3100
Miami, Florida 33131
305.961.2223
www.transwestern.com/miami

No warranty or representation, express or implied, is made as to the accuracy of the information contained
herein, and same is submitted subject to omissions, change of price, rental or other condition, without
notice, and to any listing conditions, imposed by the Owner.
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
EXECUTIVE SUMMARY
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                                                                        E X EC U TI V E S U MMA R Y

     Downtown Miami CBD Redevelopment Opportunity - JV or 100% Sale
                   Residential/Office/Hotel /Retail Development Allowed

                           Potential for Unit Sales in Excess of $985 Million

The Macy’s Site represents 1.79 acres of prime development                                          macy’s project
land situated on two parcels located at the Main and Main                  Price                                                       Unpriced
center of Downtown Miami, the intersection of Flagler Street
and Miami Avenue. Macy’s currently has a store on the site,                                                       22 E. Flagler St.   332,920 SF
                                                                           Size
encompassing 522,965 square feet of commercial space at                                                            8 W. Flagler St.   189,945 SF
8 West Flagler Street (“West Building”) and 22 East Flagler                                                          Total Project    522,865 Sf
Street (“Store Building”) that are collectively referred to as the
“Property” or as the “Macy’s Site”.                                                                               22 E. Flagler St.   1.08 Acres
                                                                           Site Size
                                                                                                                   8 W. Flagler St.   0.71 Acres
Macy’s flagship South Florida store is operating under a lease                                                       Total Project    1.79 Acres
expiring in March 2018 on an absolute NNN basis, while the
                                                                           Percentage Leased                                             100.0%
West Building is subject to a separate land lease that runs
through November 2016, and is partially used by Macy’s. Macy’s             In-Place NOI                                               $2,085,725
will be vacating the property at the end of their lease and
                                                                           Lease Expirations     Macy’s Store     22 E. Flagler St.     3/31/18
moving to the new Miami World Center project.
                                                                                                 West Building     8 W. Flagler St.     11/1/16
The Property is one of the most desirable redevelopment
                                                                           JV Interest Partnership is              50% JV Equity with a Devel-
opportunities in all of the CBD--with frontage on Miami Avenue,
                                                                           Preference                                           oper/Invester
Flagler Street, and South First Street--and offers an array of
potential high return development opportunities ranging from
residential condominiums, apartments, office space, and retail             100% Sale will be Considered                          Also an Option
space.

  West Site ready for immediate development, while reaping steady and predictable income from Macy’s

                                                         CLAUDE PEPPER
                                                        FEDERAL BUILDING

                                                                                                                                              4
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                                                                                                    E X EC U TI V E S U MMA R Y

The allowed density can support a condominium project of up to $985 million of sale value on the
two sites, based on an average unit size of 1,000 SF applied to a sale price of $550/SF.

Investment Highlights

WORLD CLASS REDEVELOPMENT OPPORTUNITY
The Macy’s Site is one of the most desirable redevelopment parcels in the Miami CBD, and allows a mixed use project with a
massive intensity of use providing a developer with significant flexibility in creating a World Class project as their vision deems
fit. Residential, Office, Lodging, and Retail are all allowed by right. The current lease with Macy’s offers investors a stable and
predictable income stream during preparations for redevelopment.

EPICENTER OF DOWNTOWN
“MAIN AND MAIN” LOCATION
The Macy Site’s high profile location is at the southwest corner (“West Building”)                                              Immediate Access to All
and the southeast corner (“Store Building”) of Flagler Street and Miami Avenue,
with frontage along South 1st Street as well. The buildings are directly connected                                              Points of Downtown and
to the Miami Avenue Metromover station, providing immediate access to the
wealth of amenities in the Downtown/Brickell central business district, including
luxury condos, hotels, nightlife, and restaurants-- - a strong draw for both
                                                                                                                                 Brickell via Metromover
potential residents, office tenants and retailers.

             West Flagler Street                                                                Barlington Group                 East Flagler Street
                                                                                                Sublease
                                                                                             South Miami Avenue

                                             Street Level Retail

                                          Commercial                                                                       Macy’s Store
                                           Building                                                                             and
                                             and                                                                          Office Building
                                                                    Street Level Retail

                                         Ground Level
                                            Retail                                                                Skybridge

                                        8 West                                                                                    22 East
                                     Flagler Street                                                                            Flagler Street

                                                                                           Elevated
                                                   Street Level Retail
                                                                                          Metromover
                                                                                            Station

              Southwest 1st Street                                                                                               Southeast 1st Street

                                                                                                                                                                  5
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                                                             E X EC U TI V E S U MMA R Y

Investment Highlights (Cont’d)

Flagler Street Frontage

Flagler Street is the dominant commercial corridor of Downtown Miami, and is the office and retail main street for the market.
Amenities abound along this renowned corridor, including numerous high grossing retailers, restaurants, financial institutions and
professional offices. The location is the center of Government, with the immediate area home to county and federal courthouses
as well as the Miami-Dade County Government Center.

                                                                                                                                     6
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                                                             E X EC U TI V E S U MMA R Y

Investment Highlights (Cont’d)

ROBUST OFFICE MARKET WITH SUPPLY
CONSTRAINED INVENTORY
Demand for office space is strong, with no new office construction and a
defined inventory with few available sites, creating the perfect recipe for
near term rent spikes and stabilized market occupancy. The location, at the
center of Downtown, footsteps from the Courthouses, and at the center of
Government, is ideal for an office component of new development on the
Macy’s Site.

Macy’s Offers Predictable Income While Development is Planned
The Macy’s Site is under two leases, the east parcel is leased to Macy’s and expires in March of 2018 and the ground lease on the west
parcel expires in November of 2016. The combined net income from the leases to the owner is $2,085,725. Macy’s will be moving to
a new site at Miami World Center upon expiration of their lease.

RENAISSANCE OF DOWNTOWN INTO “24/7” GLOBAL CITY
The proliferation of high quality residential and a blossoming amenity base continues to attract a significant expansion of residents
living in the CBD, which in turn intensifies demand for office space in this evolving 24/7 City. Seasoned business professionals,
young professionals, and international visitors have all chosen to live, work and play in Miami’s urban center because it offers the
infrastructure, connections, and lifestyle options that result in a true urban environment in a self contained community. The amenity
base includes top restaurants, name brand retailers, grocers, bars, and entertainment venues. Confidence abounds in the market,
with the Property ideally located at the epicenter of the expanding amenity base.

                                                                                                                                    7
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                     E X EC U TI V E S U MMA R Y

Abundance of Amenities and Location Convenience

                                   CLAUDE PEPPER
                                  FEDERAL BUILDING

                                                                                   8
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                                                          E X EC U TI V E S U MMA R Y

Investment Highlights (Cont’d)

INTENSE RESIDENTIAL DEMAND
Given the intense demand from both local and foreign buyers for residential in the Downtown and Brickell markets, it is likely that
residential condos will be the dominant component of any new development on the site.

       >> Accelerated absorption of the condo inventory has emanated not only locally from professionals attracted by the urban
          lifestyle, but also from Northeast US residents looking to replicate a vibrant urban lifestyle in a tropical environment,
          as well as a significant demand base from Latin America and Europe.

       >> Accelerated absorption of the condominium inventory has emanated from local professionals attracted by the urban
          lifestyle, but also from a significant demand base from Latin America and Europe, as well as Northeast US residents
          looking to replicate a vibrant urban lifestyle in a tropical environment.

       >> The 23,000 Downtown condominium units built since 2003 are almost fully absorbed, with 95% occupancy - up from
          approximately 62% four years ago, according to the Downtown Development Authority. The market is ripe for new
          residential development on such a prime site.

FOREIGN “ALL CASH” CONDO BUYERS
The foreign-Buyer market has intensified demand for residential condominiums and continues to outstrip supply. The robust
demand from Latin America, Canada and Europe largely involves high quality buyers prepared to pay all cash for their units,
and have considerably strengthened the market, resulting in a transformation of the buyer pool now dominated by cash buyers.

                                                    CLAUDE PEPPER
                                                   FEDERAL BUILDING

                                                                                                                                 9
MACY'S REDEVELOPMENT SITE INVESTMENT OPPORTUNITY - JOINT VENTURE OR 100% SALE FLAGLER STREET & MIAMI AVENUE, DOWNTOWN MIAMI - LOOPNET
macy’s site
MIAMI, FLORIDA
                                                                                           E X EC U TI V E S U MMA R Y

Proposed Joint Venture Terms
 The Seller (“Partner”) is seeking to retain a 50% interest in the property and sell the remaining 50% percent equity interest to an
outside developer/investor.

The seller will also consider a 100% interest sale of the Property. The preference to remain as an ownership
partner is driven by the Sponsors’ strong long term belief in the redevelopment opportunity and desire to reap
anticipated further upside.

Sponsor/Partner Overview
Aetna Realty and United States Realty & Investment Company (U.S. Realty) are two firms with one goal, seeking growth opportunities
through real estate investments. Aetna is a private equity investment company focus primary on real estate-related assets and
investment instruments. Our firm’s opportunistic investment approach has allowed it to acquire and manage numerous, successful
national and international assets.

Over the past twenty years, Aetna Realty has successfully invested in diverse and complex properties. Headquartered in New
York City, Aetna Realty has regional offices in Chicago, Florida, Nevada, New Jersey, Pennsylvania, Phoenix, Texas, Wisconsin &
Canada. Aetna Realty has national presence and a global view.

The firm’s team provides committed investment and captive asset management capabilities with a strong history of optimizing
value. Our professional staff provide a unique combination of finance, construction, repositioning, acquisition and dispositions,
leasing, management and operations of real estate assets to exploit financial market inefficiencies, mitigating risk and enhancing
equity returns.

Aetna Realty provides comprehensive management to ensure the highest level of strategic planning for our portfolio of properties.
Our property managers work with our asset management team to reduce operations costs, provide quality services to the tenants,
achieve maximum income and appreciation of the property values. We are dedicated to having efficient, complete, and service-
oriented professionalism that satisfies all of our real property needs. This includes operations, project management, preventative
maintenance, financial reporting and accounting.

Web site: http://www.aetnarealty.com

                                                                                                                                 10
macy’s site
MIAMI, FLORIDA
                                                                                                                                                                                                                         E X EC U TI V E S U MMA R Y

Downtown Miami / Brickell Map

                                                                                                                                                   Miami
                                                                                                                      Arsht                        International
                                                                                                                   Performing                      University of
                                                                                           14th                                                    Art and Design                                                           To Miami Beach
                                                                                                                   Arts Center

                                                                                   1st
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                                                                         4h                                                                                    Biscayne Boulevard
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macy’s site
MIAMI, FLORIDA
                                                                                                         E X EC U TI V E S U MMA R Y

                               CLAUDE PEPPER
                              FEDERAL BUILDING

THE OFFERING PROCESS
The Property is being offered for sale to principals only, subject to limiting conditions described in this Offering Memorandum
and the Confidentiality Agreement. Potential purchasers should recognize the following:

Property Tours: Interested purchasers should contact broker to arrange a Property tour.

                                                 FOR MORE INFORMATION, CONTACT:
                        JOHN F. B ELL                                        100 se 2nd street, suite 3100
                        Managing Director                                    Miami, Florida 33131
                        john.bell@transwestern.com                           www.transwestern.com/miami
                        Direct: 305.808.7820
                        Cell: 305.798.7438

  No warranty or representation, express or implied, is made as to the accuracy of the information contained herein, and same is submitted subject to
  omissions, change of price, rental or other condition, without notice, and to any listing conditions, imposed by the owner
                                                                                                                                                        12
PROPERTY DESCRIPTION
macy’s site
MIAMI, FLORIDA
                                                                                          P R O P E R TY D ESC R I P TI O N

  property overview
  potential for residential sales in excess of nearly $975 million

  The 1.79 acre Macy’s Site encompasses two parcels ideal for redevelopment located at the epicenter of Downtown Miami.
  The Macy’s Site is comprised of the 0.71 acre parcel at 8 West Flagler Street (“West Building”) and the 1.08 acre site located
  at 22 East Flagler Street (“Macy’s Store Building”). South Miami Avenue runs through and separates the parcels, which also
  enjoy frontage along South 1st Street.

  The Macy’s Site is one of the most desirable redevelopment opportunities in all of the CBD--with frontage on Miami Avenue,
  Flagler Street, and South First Street--and offers an array of potential high return development opportunities ranging
  from residential condominiums, apartments, office space, and retail space. A mixed use project incorporating a myriad of
  development scenarios is possible due to the market’s strong residential and tenant appeal for a variety of residential and
  commercial uses.

                                          Building Size   Land Size        Improvement
                    8 W Flagler Street    158,832 SF      0.71 Acres       8-story Commercial Building

                    22 E Flagler Street   312,412 SF      1.08 Acres       10-story Macy’s Store and Offices

                                                                                                                                   14
macy’s site
 MIAMI, FLORIDA
                                                                                                                      P R O P E R TY D ESC R I P TI O N

To Brickell
                                                                                                                                   Government Center
                                                                                                                                  Metro Rail/Metromover
                                                      Miami Avenue                                                                       Station
                                                    Metromover Station

          Riverwalk Metromover
                 Station

    on-site metromover station
    A Metromover Station is incorporated into the south section of the two sites along First Street. The Metromover is elevated
    above Miami Avenue, and conveniently empties onto the Property. This is a key distinction for the Property, offering any
    residents or tenants of future development direct and immediate access to all parts of Downtown and Brickell via the
    Metromover station.

    EXISTING IMPROVEMENTS
    Collectively, the “Property” comprises 522,865 square feet of space within two retail/office buildings.

     Building                   size (sf)     lease expiration                  lessee             annual income
     West Building                158,832                   11/1/2016      Cheatham/Meeks                 $29,591
     8 W Flagler Street

     Store Building               312,412                   3/31/2018            Macy’s                 $2,080,000
     22 E Flagler St Site
     Building Total              471,244
     Basements*                    47,041

     Bridge/Miami Ave*               4,580

     Basement/Bridge               51,621

     Total SF                    522,865
    *Square footage includes basement under both buildings, underground “tunnel” under Miami Ave, and skybridge over Miami Ave.

                                                                                                                                                          15
macy’s site
MIAMI, FLORIDA
                                                                                             P R O P E R TY D ESC R I P TI O N

  macy’s store building
  The Macy’s Store Building is located on the southeast corner of Flagler Street and Miami Avenue, literally the center of
  Downtown Miami. Macy’s Department Store (formerly Burdines) has served as the center point of Downtown’s thriving retail
  corridor. The Store Building consists of ten (10) fully sprinklered floors totaling 312,412 square feet, excluding basement
  space. The building contains four (4) elevators, with marble finishes along the elevator bank walls. The first four (4) floors
  contain the retail department store, and have a combination of tile, wood and carpet flooring. In addition to the elevators,
  escalators provide vertical access to floors 2-4 in the department store. The 5th and 6th floors are accessible only via elevator,
  and house Macy’s Southeast Regional Offices and Women of Tomorrow Mentor and Scholarship Program (5th), as well as
  Financial Federal Credit Union (6th), respectively. The remaining upper floors have smaller floorplates, and are currently
  not utilized.

   Macy’s will be vacating their lease upon expiration in March of 2018, and move to the Miami World Center project. The
   income from the Macy’s Lease is paid to the owner of the site, and is the interest being sold in this offering.

                                                                                                                                       16
macy’s site
MIAMI, FLORIDA
                 P R O P E R TY D ESC R I P TI O N

  MACY’S

                                                     17
macy’s site
MIAMI, FLORIDA
                                                                                                                                          P R O P E R TY D ESC R I P TI O N

  west building
  The West Building is located on the southwest corner of Flagler Street and Miami Avenue,
  and consists of approximately 158,832 square feet on eight (8) floors. This building is
  connected to the Macy’s Store Building via a skybridge over Miami Avenue accessible
  from the 3rd and 5th floors, as well as through a “tunnel” that runs under Miami Avenue.
  The West building is currently occupied by ground floor retail tenants, with the upper
  floors currently vacant, save for the 3rd and 5th floors that are partially utilized by Macy’s.
  The skybridge access from the 3rd floor of the Store Building leads to the Mattress
  department located in the West Building, while the 5th floor access from the skybridge
  leads to portion being used by Macy’s Southeast Regional Offices. Also of note, certain
  mechanical systems that service the Store Building are located in the West Building, with
  Macy’s responsible for maintenance and repair (but not replacement).

  The portion of the site fronting Miami Avenue and Flagler Street is subleased to Barlington
  Group, that has in turn leased out the store fronts to a variety of retailers, a restaurant and
  night club. The ground floor retail tenants include Avenue D Jazz and Blues Club, Cortes Restaurant, Dr. G’s Weight Loss Center,
  Café Froots, The Bistro Café, Le Chat Noir Wine and Cheese, and Quarterman’s Ice Cream Parlor.

  There is a first position ground lease that expires in November of 2016, with the income from
  said ground lease paid to the owner of the site. This is the interest being sold in this offering.

  SITE PLAN

                  West Flagler Street                                                                Barlington Group                 East Flagler Street
                                                                                                     Sublease
                                                                                                  South Miami Avenue

                                                  Street Level Retail

                                                  West
                                                Commercial                                                                      Macy’s Store
                                                 Building                                                                            and
                                                   and                                                                         Office Building
                                                                         Street Level Retail

                                               Ground Level
                                                  Retail                                                               Skybridge

                                             8 West                                                                                    22 East
                                          Flagler Street                                                                            Flagler Street

                                                                                                Elevated
                                                        Street Level Retail
                                                                                               Metromover
                                                                                                 Station

                   Southwest 1st Street                                                                                               Southeast 1st Street

                                                                                                                                                                              18
macy’s site
MIAMI, FLORIDA
                                               P R O P E R TY D ESC R I P TI O N

  WEST BUILDING

  BARLINGTON SUBLEASE RETAIL - WEST BUILDING

                                                                                   19
macy’s site
MIAMI, FLORIDA
                                                                                            P R O P E R TY D ESC R I P TI O N

  zoning and uses
  A development singly focusing on residential condo development could support nearly $985 million in sales if developed to
  maximum density. Under the new zoning code, Miami 21, the site is zoned T6-80 Urban Core. This designation offers a multitude
  of development opportunities including high density multifamily/condominium, office, retail, and hospitality. Details regarding
  development opportunities are further discussed in the Zoning and Development section of this offering that follows the Property
  Description, with a summary of maximum density of development outlined in the following chart. Due to setback requirements
  and the irregular shape of the lots, actual buildable square footage may vary from the chart below, which does not include bonus
  square footage either.

                                            22 e. flagler lot 1                   8 w flagler
   Building                                                                                                          total site
                                                                                        lot 2
   Residential/Condo/Lodging
      Total SF                                          1,125,432 SF                  748,944 SF                   1,874,376 SF
      Total Units (Condo)                                       1,080                         710                          1,790
      Total Units (Lodging)                                     2,160                       1,420                          3,580
   Commercial: Office/Retail
      Total SF                                          1,125,432 SF                  748,944 SF                   1,874,376 SF

  iconic redevelopment opportunity
  The Property is ideally located at the center of the CBD, and is one of the most coveted redevelopment sites in the market. Site
  attributes providing the asset a competitive market advantage include a location that is at the center of Downtown, connected to
  the Miami Avenue Metromover station, and is walking distance to all the amenities the market has to offer.

  Development opportunities on the site abound, with demand intense for both residential and commercial product, as minimal
  new office space has been constructed during the past few years, nor is any in the pipeline. The office inventory is defined for
  years to come, with no further construction and few sites available to develop with office.

  potential development opportunities:
  •    Redevelop the West Building which has a land lease expiration in November 2016 and, upon completion, redevelop the
       Macy’s Store Building in March of 2018.

  •    	Residential in the form of condos, apartments and hotel is supported by dominant demand, with the lower levels of a mixed
       use project well suited for office and retail components.

  •    More residents living in CBD, more demand for office space and residential in this evolving 24/7 City. Support for growth of
       current income stream and future residential development is optimal.

  •    	The site is truly irreplaceable, and currently underutilized.

                                                                                                                                      20
macy’s site
MIAMI, FLORIDA
                                                                                             P R O P E R TY D ESC R I P TI O N

                                      Metrora
                                              il

                                                                                                        Miami-Dade
                                                                                                          County
                                                                                                        Courthouse
 I-95 Miami Avenue Exit     I-95 Miami On-Ramp

                                                                                    Street
                                                                                                 Miam
                                                                                                      i Aven
                                                                                                            ue
                                                                                  Flagler

  office tenant/potential residential demand generators:
  •   The Property offers a central location to “Everything” – a strong draw for both office tenants and potential residents, and is
      within convenient walking distance of all the CBD’s luxury condos, hotels, nightlife, and restaurants.

  •   The 24/7 City Urban Work, Live and Play environment is favored by both prospective office tenants and future residents.

  •   Public transportation options are exceptional and a strong draw for office tenants and potential new residents, with the Miami
      Avenue Metromover station attached to the Property, which connects with the Bayside Marketplace, American Airlines Arena,
      Bayfront Park, the Adrienne Arsht Center, Mary Brickell Village, as well as numerous stops throughout the CBD and Brickell.

  •   Miami’s reputation as an International Global City provides strong demand for office space by multinational office users and
      Latin American, European and Canadian residential condo buyers.

                                                                                                                                       21
macy’s site
MIAMI, FLORIDA
                                                                              P R O P E R TY D ESC R I P TI O N

  site daTA

   Area Measures         Combined Lot Size: 1.79 acres
                                                     area measures
                                                Store Building   West Building
                                                                                    Total
                                                 22 E Flagler     8 W Flagler
                             Lot Size (SF)      46,893 SF        31,206 SF       78,0899 SF
                             Lot Size (Acres)   1.08 Acres       0.71 Acres      1.79 Acres

   Address               8 West Flagler Street and 22 East Flagler Street
                         Miami, FL 33131

   Tax Parcel Numbers    01-0112-020-1070
                         Both buildings are under the same folio number

   Parking               No parking is available on site, however there are several parking garages and
                         surface lots located adjacent to the Property

  MACY’S EXECUTIVE OFFICES

                                                                                                                  22
macy’s site
MIAMI, FLORIDA
                                                                                              P R O P E R TY D ESC R I P TI O N

  building daTA
                                         Store Building                      West Building
                                         22 E Flagler                        8 W Flagler

   year built/renovated                  1947/1965                           1947/1965
   pER cOUNTY APPRAISER

  FLOOR PLATES:
       floor plate estimates                                floor plate estimates
         Macy’s Store Building                                    West Building
     1st                       48,780                     1st                        29,443
     2nd                       48,780                     2nd                        29,443
     3rd                       48,780                     3rd                        29,443
     4th                       48,780                     4th                        29,443
     5th                       48,780                     5th                        29,443
     6th                       48,780                     6th                         6,455
     7th                       11,218                     7th                         2,582
     8th                         3,384                    8th                         2,582
     9th                         2,567
     10th                        2,567
     Total                    312,412                     Total                    158,832

   Combined               471,244

                                         basement, skybridge & tunnel size estimates
   Store Basement                  17,073 A value of 40% of the estimated floor size has been selected to provide a calcula-
                                          tion, but the actual size is unknown.

   West Basement                   29,968 A value of 100% of the estimated floor size has been selected to provide a calcu-
                                          lation, but the actual size is unknown.

   Skybridge - 3 Floors             3,435 Three floors estimated at 1,145 SF each.

   Under Miami Avenue               1,145 A value of 100% of the estimated overhead walkway floor size has been selected
                                          to provide a calculation, but the actual size is unknown.

   Total                          48,186

  Note: Square footages above are estimates, and neither Owner nor Transwestern make any representations as to the accuracy of the
  information.

                                                                                                                                     23
CENTRAL BUSINESS DISTRICT OVERVIEW
macy’s site
MIAMI, FLORIDA
                                                                                            CBD OVERVIEW

  MIAMI CENTRAL
          Miami’s BUSINESS  DISTRICT
                  Central Business    OVERVIEW
                                   District – An International 24/7 City
  The Central Business District (CBD) is the destination for global business as well as a vibrant residential community. The CBD
  is comprised of two markets: Downtown to the north and Brickell to the south. Downtown is distinguished as the Urban core
  of the CBD, serving as the traditional center of Government and Law Firms, and is home to the American Airlines Arena,
  Bayside, Bayfront Park, the new Museum Park complex and the Arsht Performing Arts Center. Brickell is one of the most
  prestigious business addresses in the State of Florida, and has an international reputation as the Wall Street of Latin America,
  serving as the first choice for firms conducting business in Latin America and Europe.

  live / work / play city
  The Macy’s Site is a Miami Central Business District landmark, located at the direct center of Downtown at the intersection
  of Miami Avenue and Flagler Street. The CBD has experienced a renaissance during the last 10 years, and has emerged
  as a renowned international city with a thriving commercial and residential base. Seasoned business professionals, young
  professionals, and international visitors have all chosen to live, work and play in Miami’s urban center because it offers the
  infrastructure, connections and lifestyle options, which results in a true urban environment and a self-contained community
  where everything is accessible by foot.

  Edgewater              Omni

                                            DOWNTOWN                                               BRICKELL

                                                                               95
                                                Miami River

  Intense Demand for Residential Units
  The Macy’s Site is a prime candidate for residential condominium development by local and international developers due
  to its iconic central location within the CBD, Flagler Street commercial corridor frontage, its incorporation of a Metromover
  Station on the site, and its strategic location at the center of Downtown. The Property is ideal for new residential development,
  and its unique location attributes will capture superior market share of the intense demand for new condo units.

  The boom in residential development since 2003 has transformed the CBD into a highly appealing urban live and work
  environment, attracting a vibrant demographic and socio-economic population ranging from young professionals to empty-
  nesters to international business people and visitors. The expansion of the residential base and 24 hour population spurred a
  dramatic increase in surrounding amenities and retail uses serving the new residents and existing office users. The Downtown
  market’s amenity and residential base is within convenient walking distance of the Macy’s Site, which is a strong draw for
  existing office tenants and future residents.

                                                                                                                                      25
macy’s site
MIAMI, FLORIDA
                                                                                          CBD OVERVIEW

  Intense Demand for Residential Units
  Accelerated absorption of the condo inventory has exceeded industry expectations, with demand emanating not only locally
  from urban professionals attracted by the urban lifestyle, but also from the migration of Northeast US residents looking to
  replicate a vibrant urban lifestyle in a tropical environment, as well as a significant demand base from Latin America and
  Europe. Many of these foreign purchasers are all cash buyers, and have considerably strengthened the market, resulting in
  a transformation of the buyer pool dominated by cash buyers.

    •   The 23,000 Downtown condominium units built since 2003 are almost fully absorbed, with 97% occupancy - up from
        approximately 62% three years ago, according to the Downtown Development Authority.
    •   The market is ripe for new residential development on a prime site such as Macy’s.

  Foreign “All Cash” Condo Buyers

  The aforementioned foreign-Buyer market has intensified demand for residential condominiums and continues to outstrip
  supply. The robust demand from Latin America largely involves high quality buyers prepared to pay all cash for their units,
  and this group has fueled the funding of many new projects. A majority of the developers proposing to build new condo
  towers in the CBD are influenced by these cash buyers and are implementing a deposit structure that is common in Latin
  America whereby buyers agree to make multiple cash payments during the course of construction, also known as the “Latin
  America Financing Model,” which allows developers in many instances to self finance through high level of cash payments
  from buyers in lieu of a construction loan.

    •   The all cash buyer eliminates the need for developers to seek lender financing of new construction – buyers self finance
        new projects, enhancing feasibility and profitability of new projects.

    •   The foreign buyer views Miami as a Global city and the capital of “Latin America.”

    Government
      Center
                                Miami-Dade
                                  County
                                Courthouse

                                                                95

                 Miami River

                                                                                                                                   26
macy’s site
MIAMI, FLORIDA
                                                                                         CBD OVERVIEW

  World Class Hotels Enhance Market Perception and Tourism
  The Miami CBD encompasses nearly 7,000 hotel rooms, boasting the highest concentration of luxury hotels in the region.
  The Macy’s Site location is ideally suited for an upscale hotel as a component of new development, with its key location at
  the center of the CBD’s amenity base and walking distance to office space for business travelers. The CBD is experiencing
  a growing demand for hotel rooms, and has long been a destination of choice for business travelers, while capturing an
  entirely new and deep market of leisure travelers.

    •   The Viceroy hotel is located across the Brickell Bridge at the entrance to Brickell, while JW Marriott Marquis Miami
        and the Epic hotel offer world-class hotel accommodations in Downtown. Other upscale hotels in the market include
        the Mandarin Oriental, the Conrad, and the Four Seasons.

    •   “In season” room rates from the top hotels range from $370 to $1200 per night.

  VICEROY                                          EPIC                                        JW Marriott

  office market: main and main
  location
  The CBD contains the highest concentration of
  prime office space in South Florida, with the
  Macy’s Site located at the center of Downtown.
  Demand for office product is robust and
  enhanced by the appeal of living and working
  in an urban environment, highly attractive
  to employees adverse to Miami’s intensified
  suburban traffic congestion.

  Future residents of a proposed condo on the
  Macy’s Site can live and work within blocks of
  their future home, or potentially work and live in
  a fully integrated office and residential project
  developed on the Macy’s Site. Meanwhile,
  existing office tenants are conveniently located
  in the immediate area of other prestigious
  businesses and benefit from the location at the
  epicenter of business.

                                                                                                                                27
macy’s site
MIAMI, FLORIDA
                                                                                                  CBD OVERVIEW

  downtown is the focus of government
  Downtown attracts many of the largest law firms and legal vendors, as it is home to the central offices and departments of
  the Miami-Dade County government. The Stephen P. Clark Government Center is the central headquarters of Miami-Dade
  government, which includes the offices of the Miami-Dade Mayor. Downtown is home to many city, county, state, and federal
  courthouses, jails, judge offices, and law firms. Some of the courthouses in Downtown are the Dade County Family Court, U.S.
  Court of Appeals Judge, U.S. District Court Clerk, Miami-Dade County Courthouse, Federal Courthouse, U.S. Magistrate
  Judge, and City of Miami courthouses.

  flagler retail - downtown’s premier shopping address
  Historically, Flagler Street has been Downtown’s major shopping street dating back to the 19th century. Today, it is still
  Downtown’s major shopping street, with the Property, Florida’s flagship Macy’s (formerly Burdines), there since 1912, as well
  as Miami’s own local department stores: La Época, on Flagler and SE 2nd Av; Alberto Cortes, on Flagler and SE 3rd Av.
  Flagler Street is also home to many well-known and established jewelers, many of whom have been in Downtown since the
  early 20th century (i.e.: Morays Jewelers, founded in 1900). This area is called the Miami Jewelry District and comprises four
  Downtown blocks from Miami Avenue to SE 2nd Av on Flagler Street and NE 1st St.

  Flagler Street Retail Corridor & Courthouses

                                                                                Claude Pepper
                                                                               Federal Building                  Government
                                                                                                                   Center

                                                                                              Miami-Dade             Miami-Dade
                                                                                                County               Family Court
                                                                                              Courthouse               Services
                                                                                      r
                                                                                   ido
                                                                                 orr
                                                                               il C
                                                                           eta
                                                                           tR
                                                                          ee
                                                                       Str
                                                                     ler
                                                                       g
                                                                   Fla

                                                                                                                                    28
macy’s site
MIAMI, FLORIDA
                                                                                         CBD OVERVIEW

  growing student residency in downtown
  Downtown is home to several colleges and universities within walking distance of the Macy’s Site, and students that attend
  these universities may be an important component of a redevelopment at the Property for residential development. Miami
  Dade College’s Wolfson Campus is located in the heart of Downtown, at 300 NE 2nd Avenue. The Wolfson Campus has
  600 faculty, and provides education to over 27,000 students each year. Part of the Campus is the Miami Culinary Institute
  located at 415 NE 2nd Avenue. The main Wolfson Campus and the Culinary Institute are both within walking distance of
  the Property, or are a few stops away via the Metromover. The Miami International University of Art & Design is also located
  just minutes northeast of the Property on Biscayne Blvd and 15th Street, and is easily accessible via Metromover to the
  Adrienne Arsht Station. The University provides education to roughly 2,200 students, with programs in design, media and
  visual arts, fashion and culinary arts.

                                                      Miami Culinary
                                                         Institute          Miami International
                                                                          University of Art Design

                                              Miami-Dade College -
                                                Wolfson Campus

                                                                                                                                 29
macy’s site
MIAMI, FLORIDA
                           CBD OVERVIEW

                 biscayne/brickell trollEy
                 The transformation of the Miami CBD into
                 a fully-integrated pedestrian-oriented
                 24/7 urban environment is enhanced by
                 the trolley service that began in April of
                 2012 and seamlessly connects the entire
                 Downtown and Brickell markets, and gives
                 residents and visitors access to the Health
                 District and Stadium via connecting trolley
                 routes as well. The Brickell/Biscayne route,
                 which begins at the southern end of
                 Brickell and makes its way up to Margaret
                 Pace Park in the Arts District, primarily
                 runs along Brickell Avenue and Biscayne
                 Boulevard.

                                                                30
macy’s site
MIAMI, FLORIDA
                                            CBD OVERVIEW

                 metromover
                 Moreover, the elevated rail Metromover is an electrically-
                 powered, fully automated people-mover system that stops
                 at 20 stations throughout Downtown and Brickell. The
                 service is free and the Metromover provides easy access
                 to all regions of the CBD via three connecting lines: the
                 Downtown Loop, the Omni Loop and the Brickell Loop.
                 A Metromover station is incorporated directly into the
                 Macy’s Site, providing future residents or tenants direct
                 access to all regions of Downtown and Brickell.
                 •   As many sites in the CBD have been developed with
                     residential, the options for new office development
                     are scarce, and the last wave of office construction
                     is absorbing at a rapid pace.

                 •   The Macy’s Site would be the most desirable business
                     address if new class A office product were to be
                     incorporated into a new development, especially
                     for the region’s prime law firms.

                                                                              31
macy’s site
MIAMI, FLORIDA
                                                                                                                                                                                                                                        CBD OVERVIEW

  miami cbd major projects map
                                                                                                                                                          Miami
                                                                                                                              Arsht                       International
                                                                                                                           Performing                     University of
                                                                                                    14th                                                  Art and Design                                                             To Miami Beach
                                                                                                                           Arts Center

                                                                                            1st
                                                                                  1st

                                                                                                                                                                                                          Herald
                                                                          2nd
                                                                                                                                                                                                                                     Resorts World

                                                                                                                                                           1st
                                                                                                                                      Miami
                                                                                                                                               13th

                                                                                                                                                                             2nd
                                                                                                                   Miami
        13th                                                                                                                                                                                13th
                                                                                                                                                                                                                                Macarthur      A1A

                                                                                      1st
                                                                                              1st
                                       95
               12th                                                        12th                            12th                                                                                                                 Perez Art Museum

                                                                                2nd
                        5th

                                                   11th                                                                                                   395

                                                                                                                                  Miami
                                                                                                                                                                                                      Musuem
             6th

                                                                                                                       11th                                               11th                        Park
                        11th                                                                           11th                                                                                                         Frost Museum of Science

                                                             10th                           1st
                                                                            Miami World Center
                                                                            2nd

                                                                                                                                                                      2nd
                                                                                                    1st
                                       9th                                       9th                1st                                               9th
                                                          95

                                                                    Proposed
                                                                8th Convention
                                                                    Center
                               5th

                                                                                                                                                     7th                                                           American Airlines Arena
             6th

                                                                                                                                                     6th
                                                                                                                          Miami

                                                                                                                                              1st
                                                                                                                                                          Miami Culinary                                                        Po
                                                                                        1st

                                                                                                                                                                                                                                  rt
                                                  All Aboard Florida                                                                                      Institute                                                                                              Am
                                                  (Railroad Station)                                                                                                                                                                                                     eri
                                                                                                                     Miami Dade                                                                                       Bayside Market Place                                    ca
                                                                                                                                                                                                                                                                                   n
                                                                   4th                                               College
                                                                                                                                                              2nd

                                                        Government Center                                                                                                   3rd

                                                                                                                                                                                               Biscayne
                                                                                                             1st

                                                                                                                                                                                                                                                      886
                                                                                                                                                    Centro (Condos)
                                                          3rd
                                       No

       2nd
                                        rth

                                                                  ler County
                                            Riv

              1st
                                                              Flag Courthouse                                                                                                                                                        Bayfront Park
                                                                                                                                                                                      3rd
                                               er

                                                        1s t
                                                             Flagler                                                                                                      Flagler                                                                           Ca
                                                                                                                                                                                                                                                              rib
                                                                                             1st

                                                                                                                                                                      e                                                                                             be
                                                                                                     1st                                                                                                                                                                 an
                                                                                                                                                                                      1st
                                                                                                    1st

                                                                                                                                                                           2nd
                    2nd
                                                                                                                                           1st

                                                                                                                                                                                            Met 3 (Apts./Whole Foods)
                                                                                        1st

                                                                                                             970
                                                                                                                                                                                        3rd
                         3rd                                                                                                                                                                               Met Square (Movie Theater/Retail)
                                                                                  4h                                                                                  Biscayne Boulevard
                         4th
                                                                                                                                          One Brickell
                                        5th                                                                                               (Mixed Use)
                                                                                                                                                                                                   Miami Circle
                                                                                                                                                                                                   Park
                                                                                                                      Miami

                                                                                             Brickell City                                           5th
                                                                                  6th Centre
                                                                                                                                                    6th
                                                                                         1st

                                                                                                       1st

                                                                                             (Mixed Use)
                                                             7th
                                                                                                                                                                                                                   Brickell
                                            4th

                                                                                  8th                                                                                                 Brickell
                                                                                                                                                                      7th
                                                                                                                                                                                      Park
       6th

                                                           3rd

                                                                                                                                                                                                                            K
                                                                                              1st

                                                                                 9th                          9th
                                                                                                                                                                                                                      ey

                          9th                                                                                                                                             8th
                                                                                                                                                                                  r

                        10th                                                10th                             10th
                                                                                                                                   Mary Brickell
                                        15
                                                   11th                                                      11th                  Village (Mixed Use)
                                             th
                                                                                                    1st

                    h
               5t
                                                                          12th                               12th
                                   18

                                                  17

                                                                                                                                                             Bay
                        18

                                       th

                                                                                      13th
                                                    th
                           th

                                                                                                             972
                                                                                                                                                           Brickell

                   h
              4t                                                                                                                          13t
                                                                                                                                               h
                                                                                      14th
                                                     nd
                                                                                             1st

                               3rd                  2
                                                                                        15                 14th                       14th
                                                                                              th
                                                                          17
                                                                           th
                    20

                                                        18
                       t

                                                          th
                        h

                                                                                                                                      14th
                                       19

                                   d
                                                                                              16
                                            th

                              2n
                                                                                                  th

                                                                                                                    ell
               21

                                                                                                               ick
                    st

                                                                                                             Br                      15
                                                                           18

                                              t
                                            1s                                                                                            th
                                                                            th
                                                                18
             22

                                                                                                       1
                                                                  th
                n

                                                        19

                                                                      i
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                                                                 am
                                                         th

                                                             Mi
       23

                                                  20
         rd

                                                   th
                                            21
                                             st
                               22
                                   nd
                        23
                         rd

                                                                                                                                                                                                                                                                                       32
             24
              th
macy’s site
MIAMI, FLORIDA
                                                                                         CBD OVERVIEW

  Bayside Marketplace
  The Bayside Marketplace is one of the Downtown’s most recognizable retail landmarks. The waterfront two story retail and
  marina complex includes numerous retailers and restaurants including the Bubba Gump Shrimp Co., Chili’s, Hooters, the
  Hard Rock Café and a full food court. Opened in 1987, the 230,000 square foot entertainment complex wraps along the
  banks of Biscayne Bay and attracts nearly 15 million visitors annually. The center stretches from Bayfront Park to the south,
  to American Airlines Arena to the north, has a dedicated parking garage, and can also be accessed by boat - via the marina,
  by Metromover - via the College/Bayside station, or by Metrorail - via the Government Center station.

  mary brickell village
  Located in the heart of Brickell, Mary Brickell Village is a lifestyle
  retail center that caters to the growing daytime, nighttime and full
  time population of the CBD. The Macy’s Site has access to Mary
  Brickell Village directly via the Metromover system. The tenant mix
  includes restaurants and cafes such as P.F. Chang’s, Starbucks, and the
  Oceanaire Seafood Room and also features unique dining options
  such as the Burger & Beer Joint, Rosa Mexicano, Fado Irish Pub,
  Grinpa Steakhouse, Balans Restaurant along with the renowned Blue
  Martini Lounge. The center is also anchored by a Publix Supermarket
  and LA Fitness. Spanning over two full city blocks, the center attracts
  business professionals, locals, and is a destination retail center
  attracting customers from outside the region. The air rights were
  recently acquired by a partnership between LNR Property, LYND
  Development and BlackRock to develop an upscale rental project
  known as EnV Mary Brickell Village to contain 390 units.

                                                                                                                                  33
macy’s site
MIAMI, FLORIDA
                                                                                               CBD OVERVIEW

  Riverwalk
  The riverwalk is a pedestrian friendly public walkway that stretches from the mouth of the Miami River to Museum Park. The
  lavish walkway is to be filled with museum quality art, lush landscaping, a cascading waterfall, seating areas, and an open
  café, and will connect popular attractions such as American Airlines Arena, the Perez Art Museum, the Frost Museum and
  Bayside Marketplace. The plan is to extend this walkway as far south as the Rickenbacker Causeway, serving to truly connect
  Miami’s Central Business District and help usher in the vision of a walkable downtown.

  Centro
  Centro is a residential tower which broke ground on the site located at 151 SE 1st Street in downtown. The 39 story tower
  is slated for 352 “loft” condominium units on 39 floors. The available units come in seven (7) unique, open-concept floor
  plans that allow owners to arrange their space to individual tastes, while minimizing walls and taking full advantage of the
  floor-to-ceiling windows and views of the city. Units range in size from 500 sf to 1,131 sf. Centro will also be the first tower
  to feature the only designated “Parkspot” hub located in front of the building, where users of the popular carsharing service
  car2go will have reserved parking and be able to conveniently begin trips in available vehicles at the property.

                                                                                                    Centro

                                                                           Knig
                                                                         Metr ht Cente
                                                                             omov         r
                                                                                  er St
                                                                                        aion

                                                                   Hyatt Regency Hotel &
                                                                    Convention Center

                                                                                                                                     34
macy’s site
MIAMI, FLORIDA
                                                                                         CBD OVERVIEW

   Residential projects are not the only ones taking place. Commercial, retail and necessary ameni-
   ties to service the influx of residents to Downtown are being developed, including Whole Foods.

  Metropoliton 3 – Whole Foods
  Currently under construction at 200 SE 2nd Street, Met 3 was originally slated to be a 74-story residential apartment tower
  rising above downtown’s first Whole Foods Supermarket. The 36,000 square foot store and adjacent 12-story parking garage
  opened in January, 2015. The ownership has development rights to build more than 400 units above the high end grocery
  store and parking garage.

  Met Square
  Located at 300 SE 3rd Street, Met Square is a four-story atrium-style entertainment and lifestyle complex that will include
  a movie theater, as well as a diverse roster of retailers, restaurants and entertainment venues. Met Square was originally
  scheduled to contain a 438’ hotel tower, 570 hotel rooms, a 1,700 seat indoor theater and a 41,000 sf restaurant.

                                                                     Met 3/Whole Foods

                                    Met Square

                                                                                                                                35
macy’s site
MIAMI, FLORIDA
                                                                                             CBD OVERVIEW

  Brickell CityCentre (Under Construction)

  The latest mixed use project to solidify the urban lifestyle of the Miami CBD is the $1.05 billion Brickell CityCentre development
  from renowned Hong Kong based Swire Properties. Located in the Brickell market just blocks to the south from the Property,
  CityCentre has an estimated completion date of 2016. Brickell CityCentre is one of several projects that is being developed
  in response to the heightened demand for residential, hotel, office, and retail space in the Miami CBD. Upon completion,
  the project will strengthen demand for office space and residential by enhancing an already rich amenity base. With the
  purchase of 701 Brickell Avenue in mid-2013, the project will now extend all the way to Brickell Avenue, with an 80 story tower
  reportedly slated for the portion of the site that fronts Brickell Avenue.

                          highlights                                                     project statistics
       •   9.1 acres along South Miami Avenue between                            •    520,000 sf shopping center
           8th Street and 6th Street
                                                                                 •    120,000 sf of office space
       •   5.4 million square feet of office, residential,                       •    120,000 sf wellness center
           hotel, retail and entertainment space, in
           addition to a two-level underground parking                           •    800 condominiums in two towers
           garage that spans seven acres below the                               •    243 hotel rooms
           property
                                                                                 •    93 serviced apartments
       •   Incorporates key transportation centers with the
                                                                                 •    3,100 parking spaces
           Miami Metromover while offering easy access
           to Interstate 95.                                                     •    Phase II - 742,000 sf office tower

                                                                                                                                       36
macy’s site
MIAMI, FLORIDA
                                                                                       CBD OVERVIEW

  Proposed Developments

  miami world center - destination district

    •   Miami World Center is a proposed high intensity mixed use, pedestrian-friendly project mixing retail, office, hotels
        and residential buildings of different scales with open spaces to ensure an urban neighborhood feel.

    •   Billed as the “City within a City,” Miami Worldcenter hopes to set a new benchmark for excellence in modern urban
        development. Organized around five monumental “districts” - the long axis of 1st Avenue, Worldcircle, Worldsquare,
        Worldwalk &Worldplaza and 7th Street Promenade - Miami Worldcenter will create a sequence of urban spaces that
        will establish it as an authentic urban experience. Encompassing nearly 30 acres in Miami’s Park West neighborhood,
        the development will include retail, office, hospitality, residential and educational uses.

    •   Macy’s and Bloomingdales recently unveiled plans to open new stores in the Project, expecting to open a 195k square
        foot Macy’s and a 120k square foot Bloomingdales in late 2016 which would anchor three levels of retail comprising
        nearly 750k square feet in all in the Mall at Miami Worldcenter. Groundbreaking is scheduled for late 2014. Macy’s
        will be moving from the Property for sale in this offering.

                                                                                        Proposed Use Legend
                                                                                         Retail
                                                                                         Office
                                                                                         Hospitality
                                                                                         Residential
                                                                                         Education

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macy’s site
MIAMI, FLORIDA
                                                                                             CBD OVERVIEW

  convention center & hotel at old miami arena site

    •   500k sf convention center

    •   1800 room 58 story Marriott hotel

    •   1500 SF theater

    •   2300 car parking garage

    •   80k sf outdoor event deck

    •   Linked directly to the All Aboard Florida Railway via bridges

  MDM Group, the developers of the Met Miami Project, have announced plans
  for a new convention center and hotel will be built on the site of the demolished
  Miami Arena, and would be the largest hotel in South Florida, totaling 1800
  rooms. The project would include a 58 story, Marriott branded hotel rising over
  a large podium that contains the 500k sf convention center, a 1,500 seat theater
  and a 2,300 car garage. In addition to the resort-like amenities, including a pool
  deck with expansive views of downtown and the bay, the property will also include ballrooms, meeting rooms, convention
  floor space and an 80,000 square foot outdoor event deck. The property will also link via skybridges directly to the All Aboard
  Florida Railway station to be built across the street, and the Overtown Metrorail station. This project is still in the planning
  stages, and no timetable has been announced.

  All Aboard Florida Station NW 1st Ave and NW 3rd St

  The project is proposed next to mixed use tower at 56 and 70 SW 1st street. The goal of the $1.5 billion All Aboard Florida
  project is to offer hourly passenger rail service between downtown Miami and Orlando, with intermediate stops in downtown
  Fort Lauderdale and West Palm Beach, with a travel time of three hours and three minutes. In the future, the plan is to
  extend the service west to Tampa and north to Jacksonville. In addition to the Miami-Orlando train, All Aboard Florida is
  also planning a transportation hub that would provide links between the intercity train and the Miami-Dade transit services
  such as Metrorail, Metromover and Metrobus.

  The Miami station and its towers 1.5 million square feet of office space, almost a million square feet in 785 units of residential,
  495,000 square feet in 820 hotel rooms, 450,000 square feet of retail, and a 63,000 square foot intercity passenger rail station
  and concourse. It will have 3,730 parking spaces, a significant reduction from what is required under the zoning code. No
  timetable has been set for this project.

                                                                                                                                        38
macy’s site
MIAMI, FLORIDA
                                                                                             CBD OVERVIEW

  Genting (Omni Mall / Miami Herald Site)

  To the north in the Downtown region is the Resorts World Miami project, originally involving a $3.1 billion development plan
  for the Miami Herald site situated on 13.9 acres on Biscayne Bay. Original planned development included:

    •   700,000 SF of convention and meeting space which includes a 200,000 SF of column free ballroom space
    •   5,200 guest rooms distributed among a super-luxury hotel, a contemporary hotel, a family hotel and a convention hotel
    •   Two residential towers totaling 1,000 units
    •   The towers are deigned to sit atop an 8 story podium, where guests would walk through a double story, 250,000 SF
        luxury retail center, housing more than 50 restaurants, lounges, bars, nightclubs and an entertainment area showcasing
        South Florida’s music and culture.
    •   Rooftop 3.6 acre outdoor lagoon allowing guests to swim from Biscayne Boulevard to the edge of Biscayne Bay.
    •   A renovated Baywalk, which would begin at the Miami River and run three miles north to Margarat Pace Park, linking
        Bayfront Park, Bayside Marketplace, American Airlines Arena, Museum Park, the Miami Art Museum, the new Miami
        Science Museum, the Adrienne Arsht Center and the Omni Center.

  The main centerpiece to the resort was initially a
  potential casino, but has yet to receive legislative
  approval.    The owners, Genting Group, have
  announced that should they not receive the approvals
  for the gaming component, they are committed
  to move forward with the project, but involving
  a scaled down version which would amount to
  roughly 10 percent of the original plan. Preliminary
  plans call for a luxury hotel with fewer than 500
  rooms, plus two condo towers. The total space
  devoted to restaurants and boutiques would be no
  more than 100,000 square feet. Genting continues
  to pursue the gaming approval, and is planning
  on moving forward with the project this year, having already torn the entrance to the former Miami Herald building and
  two story parking garage next door. A recently announced deal that would have Genting operating 2,000 slot machines
  and a poker room at the site under Gulfstream Park’s gaming license is under review as of the time of this publication.

  one brickell

  On the site of the recently sold 444 Brickell Avenue Project, the Related Group has announced its preliminary plans. The
  project is expected to include three skyscrapers rising 80, 70, and 55 stories, respectively, and will encompass more than 4
  million square feet, including 2 million sellable square feet. The long term plans for the site call for a $1 billion project that
  will contain more than 1,200 residential units, more than 200 rooms in a five-star hotel with meeting and convention space,
  200,000 square feet of office space, and street-level.

  Culture - Downtown Arts and Entertainment / Museum Park

  With Biscayne Bay as its backdrop, Museum Park represents Downtown Miami’s urban redesign vision. Overall, the cultural
  renaissance occurring in Downtown Miami also includes: the world-class cultural facilities at the Adrienne Arsht Center for
  the Performing Arts, the largest of its kind in Florida; the historic Olympia Theatre at the Gusman Center; the American
  Airlines Arena houses a Waterfront Theatre that can be configured for concerts and events, and is also home to the Miami
  Heat basketball team; the Perez Art Museum; and the Frost Museum of Science.

                                                                                                                                       39
macy’s site
MIAMI, FLORIDA
                                                                                           CBD OVERVIEW

  Perez Art Museum

  Pérez Art Museum Miami (PAMM), a 29-year-old South Florida institution formerly known as Miami Art Museum (MAM), opened
  it’s a new, state-of-the-art campus in downtown Miami’s Museum Park in December 2013. Designed by world-renowned
  architects Herzog & de Meuron, the new facility is a model for sustainable museum design and progressive programming.
  Located alongside beautiful Biscayne Bay and adjacent to the 20-acre Museum Park, PAMM features 200,000 square feet of
  sprawling galleries, shaded outdoor verandas, a waterfront restaurant and bar, a museum shop, an education center with a
  library, media lab and classroom spaces, and more.

  Frost Science Museum (Under Construction)
  The Patricia and Phillip Frost Museum of Science is on track for a 2015 opening. The 250k sf complex will reportedly harness
  energy from water, sun, wind and even museum visitors to power exhibits. The museum will feature a 500k gallon aquarium,
  a full dome planetarium, interactive exhibits, innovative technology and two additional wings of exhibition space, learning
  center and cafes. The Patricia and Phillip Frost Museum of Science is also expected to draw over 700,000 visitors to Miami
  during its first year of opening, and an additional 600,000 visitors on an ongoing annual basis thereafter, showcasing downtown
  Miami as an urban waterfront destination to new audiences.

                                                                                                                                    40
macy’s site
MIAMI, FLORIDA
                                                                                           CBD OVERVIEW

  Adrienne Arsht Center for the Performing Arts

  The Arsht Center, located at Biscayne Blvd. and NE 13th St., is the largest performing arts center in Florida. Between the
  Sanford and Dolores Ziff Ballet Opera House, the Knight Concert Hall, the Carnival Studio Theater, the Peacock Rehearsal
  Studio and the Parker and Vann Thomson Plaza for the Arts, the $470 million center can seat over 6,000 people, and plays
  host to over 400 performances each year. With a Metromover station located directly in front of both the Macy’s Site and
  the Arsht Center, residents or tenants of redevelopment will enjoy convenient access.

  port of miami $2 billion expansion

  Modern cruising was invented at PortMiami, and today more than 4 million passengers each year vacation from what is known
  around the globe as the Cruise Capital of the World. With eleven cruise lines homeporting here, PortMiami continues to be
  the departure destination of choice for cruises to the Bahamas, the Caribbean, Mexico and other destinations. The world’s
  leading cargo lines transport to the port, with cargo destined for more than 100 countries and 250 ports around the world
  flowing through this seaport.
  Due to its strategic location, the port includes among its top ten trading partners as the Far East, South and Central America,
  Europe and the Caribbean. Over $2 billion in infrastructure improvements are underway to ready PortMiami for the opening
  of the expanded Panama Canal. The PortMiami Tunnel will link the Interstate system with Port Facilities and the new freight
  rail link allows direct connection to the Florida East Coast Railway. .

                                                                                                                                    41
MARKET OVERVIEW
macy’s site
MIAMI, FLORIDA
                                                                                            MA R K ET O V E R V IE W

  miami metro
  The Macy’s Site is located in Miami, Florida, just north of the Miami River. The city of Miami is the heart of Miami-Dade County,
  also known as the Miami-Miami Beach-Kendall Metropolitan Division (“metro”).

  The Miami metro is part of a larger economic region often referred to as “South Florida,” but formally known as the Miami-
  Fort Lauderdale-Pompano Beach Metropolitan Statistical Area (“MSA”). Comprised of Miami-Dade, Broward, and Palm
  Beach Counties, the MSA is the eighth largest economic region in the United States, with 5.8 million year-round residents
  and thousands of seasonal visitors. Miami’s reputation as an international-class city should help South Florida achieve the
  rank of fifth fastest-growing market among the 10 largest MSAs over the next five years, yielding 330,400 new residents.

  This section of the Offering Memorandum will analyze the demographic, economic and competitive environment affecting
  the Property, including identification and analysis of trends in the Miami Metro and Downtown Miami.

                                  Freedom
                                   Tower
                                                       American Airlines
                       Miami-Dade                           Arena
                         County
                       Courthouse

         Government
           Center

                                                                                         Metro
                                                                                               rail

                  95                                  Miami River

                                                                                                                                      43
macy’s site
MIAMI, FLORIDA
                                                                                                                        MA R K ET O V E R V IE W

  demographic overview

  Population: Miami’s Strong Growth to Continue

  Over the past two decades, South Florida has been one of the fastest-growing regions in the country. Since 2000, the
  Miami-Fort Lauderdale-Pompano Beach Metropolitan Statistical Area (MSA), which includes Miami-Dade, Broward, and Palm
  Beach Counties, has grown by 754,278 residents, an increase of more than 15%. The MSA is now the eighth most-populous
  geographic region in the US.

                                                                     population level                                           annual growth
   area                                                  2000         2010a         2014e         2019f              2000-2010a       2010-2014e      2013-2019
  22 East Flagler St.: 5 mile ring                      404,556       439,821       466,069       499,227               0.8%             1.5%           1.4%
  22 East Flagler St.: 3 mile ring                      171,089       203,641       222,162       241,898               1.8%             2.2%           1.7%
  22 East Flagler St.: 1 mile ring                       25,780        45,079        54,830        62,947               5.7%             5.0%           2.8%
  Miami, FL                                             361,314       399,457       423,747       454,421               1.0%             1.5%           1.4%
  Miami-Miami Beach-Kendall Metro                       2,253,365     2,496,435     2,581,623     2,721,930             1.0%             0.8%           1.1%
  Miami-Ft.Lauderdale-Pompano Beach MSA                 5,007,564     5,564,635     5,722,514     6,046,549             1.1%             0.7%           1.1%
  Florida                                              15,982,377    18,801,310    19,383,475    20,434,286             1.6%             0.8%           1.1%
  The United States                                    281,421,942   308,745,538   316,296,988   327,981,317            0.9%             0.6%           0.7%
  Source: US Census, Nielsen-Claritas

    •     The area close to the Property has witnessed explosive growth over the past decade. Population within one mile of
          the Property has more than doubled since 2000, and now encompasses nearly 55,000 residents.
    •     Population in this one-mile ring is forecast to continue increasing at more than double the pace of the surrounding
          area, bringing in another 8,000 people by 2019.
    •     The Miami-Miami Beach-Kendall Metropolitan Division (“metro”), which encompasses the whole of Miami-Dade
          County, has taken on about 328,000 new residents since 2000, pushing its population to 2.6 million.
    •     One of the key reasons for Miami-Dade County’s positive growth was foreign in-migration. Over the last four years,
          the County actually had a net loss of domestic residents to other parts of the US, especially Broward and Palm
          Beach Counties, as residents sought more affordable housing, but this was largely offset by foreign nationals mov-
          ing to Miami.
    •     Miami’s reputation as an international-class city provides a continued impetus for strong growth, and the metro is
          forecasted to increase in size by 140,307 residents over the next five years.
    •     The three-county MSA is projected to be the fifth fastest-growing market among the 10 largest MSAs over the next
          five years, yielding about 325,000 new residents.

                                 Ten Largest Economic Regions - Population Growth Forecast
                                                                                                              Population Estimate       Annual Growth
                                                                                                              2014             2019      2014-2019f
                  Houston-The Woodlands-Sugar Land, TX                                                  6,316,454         6,919,973        1.84%
                  Dallas-Fort Worth-Arlington, TX                                                       6,783,582         7,337,772        1.58%
                  Washington-Arlington-Alexandria, DC-VA-MD-WV                                          5,874,437         6,286,965        1.37%
                  Atlanta-Sandy Springs-Roswell, GA                                                     5,467,379         5,790,724        1.16%
                  Miami-Fort Lauderdale-West Palm Beach, FL                                             5,722,514         6,046,549        1.11%
                  Boston-Cambridge-Newton, MA-NH                                                        4,639,405         4,798,087        0.67%
                  Los Angeles-Long Beach-Anaheim, CA                                                    13,064,201       13,450,489        0.58%
                  New York-Newark-Jersey City, NY-NJ-PA                                                 19,880,906       20,418,435        0.53%
                  Philadelphia-Camden-Wilmington, PA-NJ-DE-MD                                           6,032,802         6,132,054        0.33%
                  Chicago-Naperville-Elgin, IL-IN-WI                                                    9,545,986         9,686,565        0.29%
                 Source: US Census, Nielsen-Claritas

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