August 2, 2024
For Immediate Release
Real Estate Investment Trust Securities Issuer
Star Asia Investment Corporation
Representative:
Atsushi Kato, Executive Director(Code:3468)
Asset Management Company
Star Asia Investment Management Co., Ltd.
Representative:
Atsushi Kato
President and CEO
Contact:
Akiko Kanno
Director and CFO
TEL: +81‐3‐5425‐1340

Notice Concerning Acquisition of Real Estate Beneficiary Interest in Trust and Mezzanine Loan Debt,
and Transfer of Real Estate Beneficiary Interests in Trust (11th Asset Replacement)
Star Asia Investment Management Co., Ltd. (the “Asset Manager”), to which Star Asia Investment Corporation(“SAR”) entrusts the management of its assets, announces today of its decision to acquire real estate beneficiaryinterest in trust for Urban Forum Warabi (hereinafter referred to as “Asset to be Acquired (Real Estate Propertiesetc.)”) and to invest a mezzanine loan debt (hereinafter referred to as “Asset to be Acquired (Mezzanine)” andtogether with the Asset to be Acquired (Real Estate Properties etc.), respectively and collectively referred to as“Assets to be Acquired”, and the acquisition of such assets to be referred to as the “Acquisition”) andtransfer ”Urban Park Namba” and “Smile Hotel Namba” (hereinafter referred to as “Assets to be Transferred”, andthe transfer of such assets to be referred to as the “Transfer”, and the “Acquisition” and the “Transfer” arecollectively referred to as the “Replacement”), as described below.
1. Overview of the Assets to be Acquired and Assets to be Transferred(1) Overview of Assets to be Acquired

Type

Real
EstateProperties
etc.
Mezzanine
Loan Debt

Asset
type

Propertyno.
(Note 1)Retail

RTL‐07

Location

Plannedacquisition
price(million yen)
(Note 3)

Plannedacquisition
date

Kawaguchi‐shi,
Saitama

1,100

August 16,
2024

Property nameUrban Forum
WarabiSubtotal (1 property)

Assets tobeacquired

Asset no.
(Note 1)Name ofAssets to be
Acquired

Underlying
Real Estate

1,100Interest
rate etc.
(Note 2)

Star Asia
hotel
Mezzanine
BeneficiaryBase rate
androoms
Interest in
MEZ‐09 Loan Debt
+ 5.0%
Shin‐Osaka
Investment
trust
Series 9
Subtotal (1 mezzanine loan debt)
Total (1 property / 1 mezzanine loan debt)

Plannedacquisition
price(million yen)
(Note 3)

Plannedacquisition
date

130

August 16,
2024

130
1,230

(Note 1) As for “Property no.” and “Asset no.”, please refer to “Reference Material 5 The terms used in the table of Description of Assets to be1Acquired and Assets to be Transferred” below.
(Note 2) “Interest rate etc.” is dividend yields paid as income dividends to beneficiary Interest in trust which is rounded to the first decimal
place.
(Note 3) “Planned acquisition price” indicates the planned sale and purchase price stated in the sale and purchase agreements with the sellers
for the Assets to be Acquired, rounded to the nearest million yen. The planned sale and purchase price does not include consumption
tax, local consumption tax and various expenses required for the acquisition.

(1) Signing date(2) Planned acquisition date(delivery and settlement date)(3) Sellers(4) Acquisition financing(5) Settlement method(6) Presence or absence of
broker: August 2, 2024
: August 16, 2024
: Please refer to “5. Planned Seller and Transferee Profile” below.
: Cash on hand
: Payment of entire amount on planned acquisition date
: Presence
Please refer to “7. Overview of Broker” below.

Of the Asset to be Acquired (Real Estate Properties etc.), SAR has acquired Building‐Housing Energy‐Efficiency
Labeling System (BELS)” Evaluation and Certification (Note). Details are as follows.

Asset type
Retail(Note)

Propertyno.

Property name

RTL‐07

Urban Forum Warabi

Location

Certification rating

Kawaguchi‐shi, Saitama★★

Outline of BELS: Under the Act on the Improvement of Energy Consumption Performance of Buildings (Act No.53 of 2015; including
its amendments) (“Building Energy Efficiency Act”), real estate business operators are required to make efforts to display the energy‐saving performance of buildings. BELS is a system in which third‐party institutions evaluate the energy‐saving performance of buildings
based on the evaluation standards set by the Ministry of Land, Infrastructure, Transport and Tourism, and the certification rating isgiven on a 7‐point scale.
For the details of BELS, please refer to the following website.
https://www.hyoukakyoukai.or.jp/bels/bels.html (Japanese only)(2) Overview of Assets to be Transferred
Asset
type

Propertyno.
(Note 1)

Residence

RSC‐05

Urban Park Namba

Hotel

HTL‐02

Smile Hotel Namba

Property nameLocation

Naniwa‐ku,
Osaka‐shi, Osaka
Naniwa‐ku,
Osaka‐shi, Osaka

Total (2 properties)

Plannedtransfer price(million yen)
(Note2)
1,700
1,800

Plannedtransfer date
September 6,
2024
August 19,
2024

3,500

(Note 1) As for “Property no.”, please refer to “Reference Material 5 The terms used in the table of Description of Assets to be Acquired andAssets to be Transferred” below.
(Note 2) “Planned sales price” indicates the planned sale and purchase price stated in the sales and purchase agreement with the purchasers
for the Assets to be Transferred, rounded to the nearest million yen. The planned sales price does not include consumption tax, local
consumption tax and various expenses required for the transfer.

Urban Park Namba(1) Signing date(2) Planned transfer date(delivery and settlement date)(3) Transferee(4) Planned sales price(5) Book value (Note 3)(6) Gain on transfer (estimate)(7) Settlement method: August 2, 2024
: September 6, 2024
: Please refer to “5. Planned Seller and Transferee Profile” below.
: 1,700 million yen: 1,461 million yen: 175 million yen: 100 million yen to be received as deposit money on the signing2(8) Presence or absence of broker(9) Use of sales proceeds(10) Special notation

date of the sale and purchase agreements, and the remaining
amount is to be received in lump‐sum payment on the plannedtransfer date.
: Presence: Cash on hand to be appropriated to a portion of the funds toacquire assets in the future or to supplement cash on handdecreased due to a future asset acquisition: Please refer to “4. Summary of Assets to be Transferred” below.

(Note 3)The book value as of January 31, 2024 is stated.

Smile Hotel Namba(1) Signing date(2) Planned transfer date(delivery and settlement date)(3) Transferee(4) Planned sales price(5) Book value (Note 4)(6) Gain on transfer (estimate)(7) Settlement method(8) Presence or absence of broker(9) Use of sales proceeds(10) Special notation: August 2, 2024
: August 19, 2024
: Please refer to “5. Planned Seller and Transferee Profile” below.
: 1,800 million yen: 1,594 million yen: 139 million yen: 100 million yen to be received as deposit money on the signing
date of sale and purchase agreement, and the remaining amountis to be received in lump‐sum payment on the planned transfer
date.
: Presence: Cash on hand to be appropriated to a portion of the funds toacquire assets in the future or to supplement cash on handdecreased due to a future asset acquisition: Please refer to “4. Summary of Assets to be Transferred” below.

(Note 4)The book value as of January 31, 2024 is stated.

2. Reason for the Replacement
To date, SAR has strengthened its portfolio through 10 asset replacements. For this 11th Replacement, thefollowing is an evaluation of the respective Assets to be Acquired and Assets to be Transferred, which will further
strengthen the portfolio through this Replacement.
(1)
Assets to be Acquired<Urban Forum Warabi>
Urban Forum Warabi is a commercial building located at an approximate 4‐minute walk from "Warabi" Stationon the JR Keihin Tohoku Line. Redevelopment is underway at the west exit side of “Warabi” Station, andpopulation growth is expected in the area in the future.
In terms of property characteristics, the building was built in December 2023 and is equipped with the latest
facilities.
Upon acquiring this property, the Asset Manager utilized its own network, and by being involved and gathering
information from the development stage, the property is being acquired at a fair price through a bi‐lateralnegotiated transaction.
The decision to acquire the property was made based on comprehensive consideration of the above‐mentioned
location and property characteristics, as it was determined that stable earnings can be expected from the property
over the mid to long term and that it would contribute to improvement of the stability of portfolio earnings.
<Star Asia Mezzanine Loan Debt Investment Series 9>
The Asset to be Acquired (Mezzanine) is SAR's ninth investment in mezzanine loan debt, which will generateinterest income (base rate +5.0%) through diversification of investment targets. SAR believes that such strategy to3

boost distributable income is a valid differentiation of SAR which aims to maximize unitholders' interests.
<The Asset Manager's Evaluation of the Property Underlying the Asset to be Acquired (Mezzanine)>
The Underlying Real Estate (defined below) of the Asset to be Acquired (Mezzanine) is "hotel androoms Shin‐
Osaka", a limited‐service type hotel located at an approximate 6‐minute walk from "Shin‐Osaka" Station on the
JR Tokaido Shinkansen line, Sanyo Shinkansen line, Osaka Higashi Line, Tokaido Main Line, and Osaka Metro
Midosuji Line. Despite being a limited‐service type hotel, it is a hotel with competitiveness by providing
differentiating, value‐added "and" services to enhance the stay, such as providing a public‐bath‐style large bathfacility, free "soba" noodles for guests, and breakfast delivery service to the guest rooms for guests to spend
their precious morning time at their own pace. In addition, the hotel is expected to meet future demand foraccommodation in anticipation of the Osaka, Kansai Expo to be held in 2025.
As a result of comprehensively considering the above‐mentioned matters, the investment decision was madebased on the judgment that stable earnings over the mid‐ to long‐term are expected from the mezzanine loan
debt investment, and that it will contribute to improvement of stability of portfolio earnings.
(2)
Assets to be Transferred<Urban Park Namba>
Urban Park Namba is a residential property, mainly consisting of single rooms, located at an approximate 6‐
minute walk from "Sakuragawa" Station on the Osaka Metro Sennichimae Line.
The property has a high location advantage, being within walking distance to the Namba area, one of Osaka's
representative commercial areas. The property consists mainly of single rooms and appeals mainly to young
single households.
On the other hand, single room type residences which have relatively large supply tends to decrease pricecompetitiveness of the rental unit price as the property ages, and there were concerns about achieving internal
growth in the future.
Under these circumstances, we searched for and reached an agreement with a real estate investor who highly
evaluated the area of the property and offered a purchase price that exceeded the appraisal value, and we decided
to sell the property because the asset replacement with the Asset to be Acquired (Real Estate Properties etc.)
would realize portfolio enhancement.
<Smile Hotel Namba>
Smile Hotel Namba is a limited‐service type hotel with mainly single rooms located at an approximate 1‐minute
walk from "Sakuragawa" Station on the Hanshin Namba Line.
The property is located near the Namba area, one of Osaka's representative commercial areas, with excellent
transportation access to the downtown area, and within walking distance to Kyocera Dome Osaka. As a hotel thatcan capture both business and tourist demand, this hotel has made a significant contribution to SAR's businessperformance.
On the other hand, after covid‐19 pandemic, given the recovery of inbound and domestic travel, there wereconcerns regarding achievement of future internal growth for hotels with many single‐type rooms due to changes
in accommodation style shifting towards group travel.
Under these circumstances, we searched for and reached an agreement with a real estate investor who highly
evaluated the said property in anticipation of the Osaka, Kansai Expo to be held in 2025 and offered a purchaseprice that exceeded the appraisal value, and it was decided to sell the property.

4

2. Summary of Assets to be Acquired(1) Urban Forum Warabi
Propertyno.

RTL‐07

Property

Urban Forum Warabi

name

Type

RetailOverview of specified asset
Type of specified asset

Trustee

SMBC Trust Bank Ltd.

Planned acquisition price 1,100 million yen

Planned acquisition dateAugust 16, 2024

Appraisal value

1,210 million yen

SellerUndisclosed (Note1)

Location

4‐13 Shibashinmachi, Kawaguchi‐shi, Saitama and others

Indication of residential
address
Nearest station
Land

Type ofownership
Site area

Beneficiary interest in trust

4‐8 Shibashinmachi, Kawaguchi‐shi, Saitama
Approx. 4‐minute walk from “Warabi” Station of JR Keihin Tohoku Line
Proprietary ownership408.90㎡

Use district

Commercial district

80%

Floor area ratio

400%

1,489.22㎡

Use

Clinic/Office/Shop

December 1, 2023

Structure and floors

Steel‐framed structure 6F

Master lease company

SAR

Security

Unsecured

Building
coverageratio
Building

Type ofownership
Total floor
area
Construction
completion

Proprietary ownership

Property management

Tokyo Capital Management Co.,

company

Ltd.

Type of master lease

Pass‐throughTrust expiration dateAugust 31, 2034

Status of leasing
Monthly rent (including
Total leasable area

1,158.14㎡

common area

5,319,000 yen (Note2)

maintenance fee)
Total leased area

1,158.14㎡ (Note2)

Total number of tenants

5

Security and guarantee
deposits

19,876,000 yen

Occupancy rate (Note 2)
December 2023
100.0%
Special notation

January 2024
100.0%

February 2024
100.0%March 2024
100.0%

April 2024
100.0%

Not applicable(Note 1) The Seller is not disclosed because the seller consent has not been obtained.
(Note 2) Although there are some vacant parcels, a rent guarantee agreement has been executed between the former master lease company
and one end‐tenant. The said end‐tenant is,(i) In the event that a specific compartment remains vacant until December 25, 2043, the end‐tenant shall pay the guaranteed rent
agreed upon by both parties,(ii) If a lease agreement is executed with a third party for the vacant compartment for the period until December 25, 2043, and therent is less than the guaranteed rent agreed by both parties, the end‐tenant shall pay the amount less than the guaranteed rent; and(iii) If a lease agreement is executed with a third party for the said vacant compartment for the period until December 25, 2033, andall or part of the said lease agreement becomes vacant due to cancellation, etc., and the rent is less than the guaranteed rent agreed
by both parties, the end tenant shall pay the amount less than the said guaranteed rent for a maximum of two years. In this case, theend‐tenant shall pay the amount less than the said guaranteed rent for a maximum of two years.
Since SAR is scheduled to succeed to the said agreement, the said vacant compartment is also included in the leased area, and theoccupancy rate is also calculated based on the said leased area. In addition, the monthly rent (including common expenses) is
calculated including the guaranteed rent under the said rent guarantee contract. If the said rent guarantee is not taken into account,the leased area is 992.09㎡, the occupancy rate is 85.7%, and the monthly rent (including common expenses) is 4,285 thousand yen.

5

Property Features/ Key Points of Evaluation
 This property is located at an approximate 4‐minute walk from "Warabi" Station on the JR Keihin Tohoku Lineand faces the Warabi Station East Exit bus stop with access to multiple bus lines. It is a commercial retailfacility with excellent transportation access as it is approximately 30 minutes to “Tokyo” Station andapproximately 15 minutes to “Omiya” Station from the nearest station.
 Stable revenue is secured as SAR has a rent guarantee contract with one end‐tenant for a certain period oftime.
 At the west exit side of "Warabi" Station, the "Warabi Station West Exit Redevelopment Project" is underway,
where construction of two 415‐unit tower condominiums with commercial facilities is scheduled to becompleted in July 2027, which is expected to create demand from the neighboring areas.
 Stable earnings are expected as it is a relatively new commercial retail facility located in front of the station,
which consists of community‐based tenants backed by the surrounding population density and tenants
providing shared office space, whose demand is increasing due to the diversification of work styles, etc.
 Property information has been obtained from the Asset Manager's own unique network in the pre‐development stage, and the property is planned to be acquired through a bridge scheme.

6

(Unit: yen)
Summary of real estate appraisal report
Property nameUrban Forum Warabi

Appraisal value

1,210,000,000

Appraisal firm

Japan Real Estate Institute

Date of value

July 1, 2024
Item

Indicated value by income approach
Indicated value by direct
capitalization method(1) Operating revenue ((a)−(b))(a) Gross potential income

Details
1,210,000,000
1,210,000,000
63,324,000

501,000(2) Operating expenses

12,113,000

431,000

Repair expenses

183,000

Property management fee

1,900,000

Tenant leasing cost, etc.

192,000

Insurance premium
Other expenses(3) Net operating income (NOI =(1)−(2))(4) Financial interests on deposits(5) Capital expenditures(6) Net cash flow (NCF = (3) +(4)−(5))(7) Capitalization rate
Indicated value by DCF method

5,441,000
125,000
051,211,000
144,000

Appraised investment return as 1.0%.
Assessed by referring to levels of capital expenditures ofsimilar real estate properties and repair and renewal
expense in the ER.

427,000
50,928,000

Appraised by comprehensively taking into account thecompetitiveness of the subject real estate, etc.

4.2%
1,200,000,000

Discount rate

4.0%

Terminal capitalization rate

4.3%

Indicated value by cost approach

Recorded by taking into account the individual
characteristics of the subject real estate based on theestimates and the similar properties.
Recorded by taking into account similar properties.
Booked by taking into account expense levels for similar
properties, and repair and renewal costs in the ER.
Booked by referring to the planned terms of agreement, andalso by taking into account the fee levels for similar realestate properties and the individual features of the subject
real estate property.
Leasing fees etc. and renewal fees have been booked byreferring to the contract terms of the subject real estate
property and the leasing conditions etc. of similar real estate
properties and also by taking into account replacement rates
and occupancy rates etc.
Booked by taking into consideration tax‐related documents
and the contents of burden adjustment measures.
Appraised based on the insurance contract and the level ofsimilar real estate.
No expenses expected.

3,841,000

Utilities expenses

Property taxes

Appraised and recorded the rent that can be received stably
over the medium to long term based on the current
contracted rent and new rent levels.
Recorded taking into consideration the occupancy status ofsimilar properties, supply and demand trends, and thecondition of the subject property, etc.

63,825,000(b) Vacancy loss, etc.

Maintenance and management
fee

Details
Estimated by correlation of the indicated value by direct
capitalization method and the indicated value by DCF
method.

Appraised by taking into account the individual
characteristics, etc. of the subject property as well as
Investment yield on similar properties.
Appraised by comprehensively taking into account future
trends, riskiness of the subject property, market risks, etc.
Estimated by multiplying the total of the land price and thebuilding price by marketability correction rate.

1,190,000,000

Ratio of land

60.3%

Ratio of building

39.7%
Determined using the indicated value by income approachas standard and by reference to the indicated value by cost
approach.

Matters considered in reconciliation of indicated values
and determination of appraisal value7(2) Star Asia Mezzanine Loan Debt Investment Series 9(1) Asset to be Acquired (Mezzanine) Beneficiary interests (hereinafter referred to as the “BeneficiaryInterest”) in trust whose principal trust asset is a loan claim (non‐recourse loan) against GK Daiban Hotel One (hereinafter referred
to as the “GK”), with hotel androoms Shin‐Osaka as the underlying
real estate (hereinafter referred to as the “Underlying Real
Estate”)(2) Name of the Asset to be Acquired Star Asia Mezzanine Loan Debt Investment Series 9(Mezzanine)(3) Trustee
Kiraboshi Bank, Ltd. (hereinafter referred to as the “Trustee”)(4) Trust period of the Beneficiary
March 29, 2024, to July 31, 2029
Interest(5) The main asset in trust for the
Loan claim to the GK underlying by Underlying Real Estate
Beneficiary Interest(hereinafter referred to as the “Loan claim”)(6) Face amount of the Beneficiary
130,000,000 yen
Interest(7) Planned acquisition price of the
130,000,000 yen (excluding acquisition expenses, etc.)
Beneficiary Interest(8) Planned dividend yield
Base rate (Note 2) + 5.0% (Note 3)(9) LTV of the Underlying Real Estate 57.1% (Note 4)(10) Planned dividend payment date
The last day of January, April, July and October (Four times a year)of the Beneficiary Interest(The first dividend payment date is October 31, 2024.)(11) Planned redemption dateJuly 31, 2028,(12) Final redemption dateJuly 31, 2029 (Note 5)(13) Seller
Tokyo Capital Management Co., Ltd. (hereinafter referred to as“TCM”)(14) Overview of the Beneficiary
Operator: The GK
Interest structure
The GKThe Trustee

Borrowing
Underlying
Real Estate
hotel
androoms
Shin‐Osaka
AppraisalValue
3.5 billion
yen

1.

2.

Non‐
recourse
loan(the Loanclaim)

Investmentinanonymous
association

Loan
Non‐
recourse
loan

ABL
LenderBeneficiaryInterest
TCM
130 million
yen

BeneficiaryInterest
SAR
130 million
yen

The Trustee was succeeded the Loan Claim at the trust accounton March 29, 2024, based on the trust agreement of the
Beneficiary Interest with the loan by the ABL Lenders and themoney held in trust by TCM.
SAR will take over the Beneficiary Interest from TCM, the8(15) Relationship between SAR/theAsset Manager and the GK(as of April 30, 2024)

current beneficiary of the Beneficial Interest, and at the sametime, SAR will succeed the status and rights and obligations
concerning the Beneficial Interest.
3. The Beneficiary Interest will be subordinated to the ABL
Lenders in the payment of dividends and the redemption ofprincipal. On the other hand, in principle, the payment ofdividends and redemption of principal to the BeneficiaryInterest will take priority over the "Equity (anonymous
association investment, etc.)". In particular, in the redemptionof the principal, even in the unlikely event of a decline in thevalue of the Underlying Real Estate, the "Equity (anonymous
association investment, etc.)" will be impaired first, and only
after all the "Equity (anonymous association investment, etc.)"
has been impaired, the Beneficiary Interest be impaired.
Capital relationship
There is no capital relationship to report
between SAR/the Asset Manager and the GK.
Personnel
There is no personnel relationship to report
relationshipbetween SAR/the Asset Manager and the GK.
Furthermore, there is no personnel
relationship to report between associatedpersons and associated companies of
SAR/the Asset Manager and associatedpersons and associated companies of the GK.
Business
There is no business relationship to report
relationshipbetween SAR/the Asset Manager and the GK.
Furthermore, there is no business
relationship to report between associatedpersons and associated companies of
SAR/the Asset Manager and associatedpersons and associated companies of the GK.
Related party status
There is no related party status to report
between SAR/the Asset Manager and the GK.

(Note 1)For an overview of the Underlying Real Estate, please refer to <Overview of Underlying Real Estate>.
(Note 2)Base rate is JBA 3‐month JPY TIBOR. The Japanese yen TIBOR by JBA can be confirmed on the website of the JBA TIBOR Administration(http://www.jbatibor.or.jp/english/rate/). For each interest calculation period, the rate announced at 11 a.m. (Tokyo time) two businessdays prior to the last day of the previous calculation period of the relevant calculation period will be applied as the base rate.
(Note 3)The dividend yield paid as income distribution to the Beneficiary Interest is rounded to the first decimal place.
(Note 4)The ratio of the amount financed by the GK's borrowing from the loan claim, which is the principal trust asset of the trust for the
Beneficiary Interest, to the appraisal value stated in the appraisal report obtained by SAR for the Underlying Real Estate, is rounded to
the first decimal place.
(Note 5) The final redemption date of the Beneficiary Interest is July 31, 2029. However, the Beneficiary Interest may be redeemed
earlier due to the sale of the Underlying Real Estate and other reasons.

9<Overview of Underlying Real Estate>
Asset type
Property name
Owner
Location
Use (Note 1)

beneficiary interests in real estate
hotel androoms Shin‐Osaka
The GK
1‐4‐28 Nishi‐miyahara, Yodogawa‐ku, Osaka‐shi, Osaka
Hotel

Structure (Note 2)
Area
Type of ownership(Note 5)

Steel‐framed structure 9F with flat roof
Land (Note 3)

861.35㎡

Building (Total floor area) (Note 4) 3,340.9㎡(annexed building included)
Land

Proprietary ownership

Building

Proprietary ownership

Construction completion

July 10, 2018

Earthquake PML (Note 6)
Appraisal value

6.8%
3,500 million yen

Appraisal obtainedby SARCap rate (Note 7)

4.1%

Appraisal dateJuly 1, 2024

Appraiser

Japan Real Estate InstituteOccupancy rate (Note 9)
Special notation

100% (April 30, 2024)
Not applicable(Note 1)The type indicated in the registry may not match the current status.
(Note 2)The structure of the building is indicated in the registry.
(Note 3)The registered area is the area indicated in the real estate registry, which may not match the current status.
(Note 4)The total floor area indicated in the registry book may not match the current status.
(Note 5)The type of rights held by the Trustee for hotel androoms Shin‐Osaka.
(Note 6)The PML (probable maximum loss) calculated in the evaluation of seismic risk analysis conducted by Tokio Marine dR Co., Ltd., upon
the request of SAR.
“Probable Maximum Loss” means the probable maximum loss that may result from an earthquake and, herein, refers to the extent ofdamage that may be suffered due to an earthquake of the assumed maximum scale (earthquake with a probability of occurring once in
475 years = earthquake with a probability of occurrence in 50 years of more than 10%) in the scheduled use period (50 years = usefullife of a general building), expressed as the estimated cost of restoring such damage (physical loss corresponding to a probability of not
more than 90% in the event of occurrence of such earthquake) as a percentage (%) of the replacement cost.
(Note 7)"Cap rate" is based on the direct capitalization method in the real estate appraisal report.

Property Features/ Key Points of Evaluation
 The investment is SAR’ ninth mezzanine loan debt investment, and it is expected to generate stable interest
income (interest income: base rate + 5.0%) that exceeds the amortized yield of the SAR's current portfolio.
 Relevant information has been collected through the Asset Manager's own network, and the investment will bemade by utilizing the bridge function of the sub‐sponsors.
 The LTV calculated based on the appraisal value of the Underlying Real Estate complies with SAR's investment
standards.
 The Underlying Real Estate is a limited‐service type hotel located at an approximate 6‐minute walk from "Shin‐
Osaka" Station, and the hotel operation is expected to remain stable, and it has been determined that thecertainty of tenant's rent payments is high.
 In the event of redemption of the mezzanine loan debt, SAR will flexibly consider either reinvesting theredemption proceeds into mezzanine loan debt or using the proceeds for strategic CAPEX of owned properties.

103. Summary of Assets to be Transferred
The Assets to be Transferred are described in the table below. With respect to the various terms stated in thetable, please refer to “Reference Material 5: The terms used in the tables of Description of Assets to be Acquiredand Assets to be Transferred.”(1) Urban Park Namba
Propertyno.

RSC‐05

Property
name

Urban Park Namba

Type

Residence

Overview of specified asset
Mitsubishi UFJ Trust and Banking

Type of specified asset

Beneficiary interest in trust

TrusteePlanned transfer price

1,700 million yen

Planned transfer date

September 6, 2024

Appraisal value

1,540 million yen

Buyer

Undisclosed (Note)

Location

2‐7‐18 Inari, Naniwa‐ku, Osaka‐shi, Osaka

Indication of residential
address
Nearest station
Land

Type ofownership
Site area

Corporation

2‐7‐22 Inari, Naniwa‐ku, Osaka‐shi, Osaka
Approx. 6‐minute walk from “Sakuragawa” Station of Osaka Metro Sennichimae Line
Proprietary ownership
670.39㎡

Use districtSemi‐industrial zone

60%

Floor area ratio

400%

2,776.87㎡

Use

Housing complexes / Parking lots

January 9, 2013

Structure and floors

Reinforced concrete structure 14F

GLOBAL COMMUNITY CO., LTD.

Master lease company

GLOBAL COMMUNITY CO., LTD.

Type of master lease

Pass‐throughSecurity

Unsecured

Trust expiration date

April 30, 2026

Building
coverageratio
Building

Type ofownership
Total floor
area
Construction
completion

Property managementcompany

Proprietary ownership

Status of leasing (as of the end of April 2024)
Monthly rent (including
Total leasable area

common area

2,584.81㎡

8,010 thousand yen

maintenance fee)
Total leased area

2,563.2㎡

Total number of tenants

116

Security and guarantee
deposits‐

Occupancy rate
December 2023
95.8%
Special notation

January 2024
96.6%

February 2024
100.0%

Not applicable(Note) The transferee is not disclosed because the buyer consent has not been obtained.

11

March 2024
99.2%

April 2024
99.2%

Property nameAppraisal value
Appraisal firm
Date of value
Item
Indicated value by income approach
Indicated value by direct
capitalization method(1) Opera ng revenue ((a)−(b))(a) Gross potential income(Unit: yen)
Summary of real estate appraisal report
Urban Park Namba
1,540,000,000
Daiwa Real Estate Appraisal Corporation
January 31, 2024
Details
Description, etc.
Estimated by emphasizing the indicated value by DCF method
1,560,000,000 and verifying with the indicated value by direct capitalization
method.
1,560,000,000
93,631,519
105,258,224(b) Vacancy loss, etc.

6,761,269(2) Operating expenses
Maintenance andmanagement fee

19,761,885

Utilities expenses

1,312,786

Repair expenses

2,162,003

Property Management fee

1,375,762

Tenant leasing cost, etc.

4,798,861

Property taxes

5,836,800

3,312,000

Insurance premium

226,673

Other expenses

737,000(3) Net operating income (NOI=(1)−(2))(4) Financial interests on deposits(5) Capital expenditures(6) Net cash flow (NCF = (3) + (4)− (5))(7) Capitalization rate
Indicated value by DCF method
Discount rate
Terminal capitalization rate
Indicated value by cost approach
Ratio of land
Ratio of building

Appraised by taking into account the occupancy status of similar
properties and the competitiveness of the subject property, etc.
Based on the Property Management contract and.
Appraised based on past actual data and that of similar
properties.
Booked by taking into account expense levels for similar realestate properties and repair and renewal costs in the ER.
Based on the Property Management contract.
Booked 1.5 month rent of new tenants by referring to the leasing
conditions etc. of similar real estate properties
Appraised based on the past result.
Appraised based on the level of similar properties.
Appraised based on actual data of reserve for consumablesupplies and other miscellaneous expenses.

73,869,634
0 Appraised investment return as 2.0%.
Assessed by referring to levels of capital expenditures of similar
2,148,900
real estate properties and repair and renewal expense in the ER.
71,720,734
4.6%

Appraised by taking into account the competitiveness of thesubject property, etc.

1,530,000,000
Appraised by taking into account the competitiveness of thesubject property, etc.
4.8% Appraised taking into account the aging risk, market risk, etc.
1,830,000,000 Estimated with cost adjustments to replacement cost.
72.5%
4.4%

27.5%

Matters considered in reconciliation of indicated values
and determination of appraisal value

Determined using the indicated value by income approach as
standard and by reference to the indicated value by cost
approach.

12(2) Smile Hotel Namba
Propertyno.

HTL‐02

Property

Smile Hotel Namba

name

Type

Hotel

Overview of specified asset
Mitsubishi UFJ Trust and Banking

Type of specified asset

Beneficiary interest in trust

TrusteePlanned transfer price1,800 million yen

Planned transfer dateAugust 19, 2024

Appraisal value

1,490 million yen

Buyer

Undisclosed (Note 1)

Location

3‐3‐6 Saiwaicho, Naniwa‐ku, Osaka‐shi, Osaka and others

Indication of residential
address
Nearest station
Land

Type ofownership
Site area

Corporation

3‐3‐9 Saiwaicho, Naniwa‐ku, Osaka‐shi, Osaka
Approx. 1‐minute walk from “Sakuragawa” Station of Hanshin Namba Line
Proprietary ownership285.28㎡

Use district

Commercial district

80%

Floor area ratio

600%

1,711.42㎡

Use

Hotel

February 6, 2008

Structure and floors

Steel‐framed 9F

Building
coverageratio
Building

Type ofownership
Total floor
area
Construction
completion

Property management

Proprietary ownership

BEST・PROPERTY CORPORATION Master lease company

SAR (Note 2)

Type of master lease‐

Unsecured

Trust expiration date

January 31, 2026

company

Security

Status of leasing (as of the end of April 2024)
Monthly rent (including
Total leasable area

1,711.42㎡

common area

7,845 thousand yen

maintenance fee)
Total leased area

1,711.42㎡

Total number of tenants

1

Security and guarantee
deposits‐

Occupancy rate
December 2023
100.0%
Special notation

January 2024
100.0%

February 2024
100.0%March 2024
100.0%

April 2024
100.0%

Not applicable(Note 1) The Buyer is not disclosed because the buyer consent has not been obtained.
(Note 2) The master lease agreement was signed on January 31, 2024, that SAR would be the master lease company of Smile Hotel Namba
from April 24, 2024.

13

(Unit: yen)
Summary of real estate appraisal report
Property nameAppraisal value
Appraisal firm
Date of value
Item
Indicated value by income approach
Indicated value by direct
capitalization method(1) Opera ng revenue ((a)−(b))(a) Gross potential income(b) Vacancy loss, etc.
(2) Operating expenses
Maintenance andmanagement fee
Utilities expenses
Repair expenses
Property Management fee
Tenant leasing cost, etc.
Property taxes
Insurance premium
Other expenses(3) Net operating income (NOI=(1)−(2))(4) Financial interests on deposits(5) Capital expenditures(6) FF&E reserve(7) Net cash flow (NCF = (3) + (4)− (5))(8) Capitalization rate
Indicated value by DCF method
Discount rate
Terminal capitalization rate
Indicated value by cost approach
Ratio of land

Smile Hotel Namba
1,490,000,000
Daiwa Real Estate Appraisal Corporation
January 31, 2024
Details
Description, etc.
Estimated by emphasizing the indicated value by DCF method
1,490,000,000 and verifying with the indicated value by direct capitalization
method.
1,500,000,000
84,000,000
84,000,000
0 Not booked in this report
9,176,047
0 Not booked in this report as the cost is borne by the lessee.
0 Not booked in this report as the cost is borne by the lessee.
Booked by taking into account expense levels for similar real
1,798,667
estate properties and repair and renewal costs in the ER
1,320,000 Based on the Property Management contract.
0 Not booked in this report
4,992,500 Appraised based on the past result.
224,880 Appraised by reference to the similar properties
840,000 Appraised based on assumption as extra expenses
74,823,953
0Assessed by referring to levels of capital expenditures of
1,715,071 similar real estate properties and repair and renewal expensein the ER.
Assessed by referring to levels of capital expenditures of
3.960,000 similar real estate properties and documents provided by theclient.
69,148,882
4.6%

Appraised by taking into account the competitiveness of thesubject property, etc.

1,490,000,000
Appraised by taking into account the competitiveness of thesubject property, etc.
4.8% Appraised taking into account the aging risk, market risk, etc.
944,000,000 Estimated with cost adjustments to replacement cost.
4.4%

64.6%

Ratio of building

35.4% Chattels included.
Determined using the indicated value by income approach as
Matters considered in reconciliation of indicated values
standard and by reference to the indicated value by costand determination of appraisal value
approach.

14

4. Planned Seller and Transferee Profile(1) Planned Seller Profilea) Urban Forum Warabi
Since the seller, a domestic general business company, has not given its consent to disclose the information, it
is not disclosed as a case of unavoidable circumstances. There is no capital, personnel, or business relationships
to note between the seller and SAR or the Asset Manager, and the seller is not a related party of SAR or the
Asset Manager, an interested party, etc. as defined in Article 201 Paragraph 1 of the Act on Investment Trusts
and Investment Corporations (hereinafter referred to as the "Investment Trusts Act") and Article 123 of the Orderfor Enforcement of the Act on Investment Trusts and Investment Corporations (hereinafter referred to as the"Enforcement Order of the Investment Trusts Act"), or an interested party prescribed in the “Rules on
Transactions with Interested Parties” which are the voluntary rules set forth by the Asset Manager for preventing
conflict of interests regarding its management of SAR’s assets..
b) Star Asia Mezzanine Loan Debt Investment Series 9
NameTokyo Capital Management Co., Ltd.

Location

1‐14‐2 Shimbashi SY Building, Nishi‐ Shimbashi, Minato‐ku, Tokyo

Representative

Representative Director Mitsuo Kimura

Main business description

1.

Asset management (AM) business2.

Property management (PM) business

3.

Real estate management consulting business

4.

Construction management business

5.

Tenant brokerage business, etc.

6.

Rental conference room operating business

7.

Parking lot operating business

Capital

100 million yen

Established

January 24, 2007

Net asset

The information is undisclosed as consent to disclosure has not been obtained from the

Total asset

company.

Major Shareholder

NIPPON KANZAI Co., Ltd. 100%

Relationship with SAR or the Asset Manager
Capital relationship

There is no capital relationship to report.

Personnel relationship

There is no personnel relationship to report.

Business relationship

For the fiscal period ended January 31, 2024, in addition to the property management
services.
outsourced for properties held by SAR (14 properties), there are transactions related tothefollowing agreements:
・Comprehensive support agreement for property acquisitions and property
management andoperations (Sub‐sponsor Support Agreement)
・Business outsourcing agreement
・Property survey service agreement

Related party or not

The afore‐mentioned company does not fall under the category of related party of SAR
and the Asset Manager.

(2) Planned Transferee Profile
Since the buyer of Urban Park Namba, a domestic general business company, has not given its consent todisclose the information, it is not disclosed as a case of unavoidable circumstances. Also, the buyer of Smile
Hotel Namba, an overseas general business company, has not given its consent to disclose the information, it is
not disclosed as a case of unavoidable circumstances.

15

In both cases, there are no capital, personnel, or business relationships to note between the buyers and SAR or
the Asset Manager, and the buyers are not a related party of SAR or the Asset Manager, an interested party, etc.
under the Investment Trust Law and Investment Trust Law Enforcement Order, or an interested party as definedin the Asset Manager's "Related Party Transaction Rules.
5.

Status of Parties Related to the Acquisition and the Transfer of the Property
The sellers of Urban Forum Warabi and Star Asia Mezzanine Loan Debt Investment Series 9 are not relatedparties of SAR or the Asset Manager.
6. Overview of Broker(1) Urban Forum Warabia) Overview of Broker
Name

Star Asia Asset Advisors Co., Ltd.

Location

Atago Green Hills MORI Tower, 18th Floor, 2‐5‐1 Atago, Minato‐ku, Tokyo

Representative

CEO Keiji Watanabe

Main business description

1. Investment management business prescribed in the Financial Instruments and Exchange Act.
2. Type II financial instruments business prescribed in the Financial Instruments and ExchangeAct.
3. Investment advisory and agency business prescribed in the Financial Instruments andExchange Act.
4. Comprehensive real estate investment advisory business.
5. Business based on the Real Estate Specified Joint Enterprise Act.
6. Building lots and buildings transaction business.
7. The business of leasing, management, and operation of real estate.

Capital

8. to 11. Omitted
12. All businesses incidental to the above
50 million yen

EstablishedMay 2, 2008

Relationship with SAR or the Asset Manager
Capital relationship

There is no capital tie to be noted between SAR / the Asset Manager and the abovementioned
company.

Personnel relationship

There is no personnel relationship to report.

Business relationshipIn the fiscal period ended January 31, 2024 (16th fiscal period), SAR engaged in asset
acquisition with the aforementioned company, which acted as an intermediary.

Related party or not

The afore‐mentioned company does not fall under the category of related party of SAR and theAsset Manager. The aforementioned company falls under the category of interested party, etc.

under the Investment Trusts Act and the Enforcement Order of the Investment Trusts Act
or interested parties as defined in the “Rules on Transactions with Interested Parties”.
Upon determination of the retention as broker, the Asset Manager has performed
deliberation and approval in accordance with laws and regulations and such rules.

b) Breakdown and value of the brokerage commissions
brokerage commission fee

4,000,000 yen (excluding consumption tax and local consumption tax)

16

(2) Urban Park Namba, Smile Hotel Namba
As for name, etc. and breakdown and value of the brokerage commission, since the consent has not beenobtained from the domestic company as the broker, the information is not disclosed. Each broker does not fallunder the category of interested party, etc. under the Investment Trusts Act or “Interested Parties” as defined in
the “Rules on Transactions with Interested Parties” which are internal rules of the Asset Manager.
7.

Interested‐Party Transactions
The broker of Asset to be Acquired (Real Estate Properties etc.) falls under interested party, etc. under theInvestment Trusts Act and the Enforcement Order of the Investment Trusts Act, and they also fall under the
category of interested party prescribed in the “Rules on Transactions with Interested Parties.”
Upon deciding on the signing of related transaction agreements above, the Asset Manager has conducted
deliberations and approval processes in accordance with laws and regulations and such rules.
8.

Impact on SAR’s finance in the case where the forward commitments etc. are not performed
The beneficiary interest in trust sale and purchase agreements for “Urban Park Namba” fall under forward
commitments etc. by an investment company (Note) as set forth in the “Comprehensive Guidelines for Supervisionof Financial Instruments Business Operators, etc.” prescribed by the Financial Services Agency.
The trust beneficiary interests purchase agreement for Urban Park Namba provides that if SAR and thepurchaser breach any of the agreements or representations and warranties set forth in the said trust beneficiaryinterests purchase agreement, and if such breach is material to the extent that it is deemed impossible to achieve
the purpose of the agreement, SAR and the purchaser may cancel the agreement upon giving the other party ademand with a reasonable period of time. The party who cancels the contract may demand a penalty of 20% of
the purchase price (estimated amount of compensation for damages) from the counterparty upon exercising theright of cancellation.
However, since SAR is the seller, there is no concern about financing risk, etc. in connection with the executionof the beneficiary interest in trust sale and purchase agreements, and SAR's liability to the buyers is limited, andtherefore it is believed that the likelihood that SAR will be held contractually liable under the agreements islimited, and the possibility that such case will have a direct material impact on SAR’s finance and distributions
etc. is low.
(Note) This refers to forward dated sale and purchase agreements, where it is intended that settlement ordelivery is to occur after 1 month or more from the date of signing of the agreement, and any other similar
agreements.

17

9. Replacement schedule(1) Schedule for the Acquisition
August 2, 2024

August 16, 2024

(2) Schedule for the Transfer
August 2, 2024

August 19, 2024
September 6, 2024

the Acquisition decided
Signed the beneficiary interest in trust sale and purchase agreements of theAsset to be Acquired (Real Estate Properties etc.)
Signed the beneficiary interest in trust sale and purchase agreements for the
Asset to be Acquired (Mezzanine)
Acquire the Asset to be Acquired (Real Estate Properties etc.) (planned)
Acquire the Asset to be Acquired (Mezzanine) (planned)
Pay the purchase proceeds for the Asset to be Acquired (Real Estate
Properties etc.) and the Asset to be Acquired (Mezzanine) (planned)
Sign the master lease agreements, lease agreements and property
management agreements (planned)

the Transfer decided (2 properties)
Signed the beneficiary interest in trust sale and purchase agreements (2properties)
Receipt of deposit (2 properties)
Transfer of beneficiary interest in trust of Smile Hotel Namba (planned)
Receipt of the remaining transfer proceeds (planned)
Transfer of beneficiary interest in trust Urban Park Namba (planned)
Receipt of the remaining transfer proceeds (planned)

10. Settlement method
The settlement for the Assets to be Acquired is expected to take place by making lump‐sum payment of theacquisition price on the planned acquisition dates. The settlement for the Assets to be Transferred is
expected to take place by receiving 100 million yen as deposit money on the signing date of the sale andpurchase agreement for each property, and the remaining amount is to be received in lump‐sum paymenton the planned transfer date.
11.

Future outlook
As a result of the Replacement, there will be certain changes made to the assumptions for the forecasts
for operating results and distribution for the 18th Fiscal Period Ending January 31, 2025 described in “(REIT)
Financial Report for Fiscal Period Ended January 31, 2024” announced on March 15, 2024. The impact of
the Replacement is currently under scrutiny and will be announced when it is determined.

<Appendix>
・Reference Material 1
・Reference Material 2・Reference Material 3
・Reference Material 4・Reference Material 5

Summary of portfolio after the Replacement
Portfolio list after the Replacement
Summary of earthquake risk analysis
Location maps / photos of exterior
The terms used in the table of Description of Assets to be Acquired andAssets to be Transferred<Reference>
Other press release announced today
・Notice Concerning Acquisition of Real Estate Assessment Certification under CASBEE*SAR HP URL: https://starasia‐reit.com/en/

18

Reference Material 1

Summary of portfolio after the Replacement＜Asset type (use)＞
Asset type (use)Number of

Acquisition

Investment ratio (%)

Property

Price (million yen)

(Note 1)

Office21

74,94731.0

Retail628,854

11.9

Residence

20

37,453

15.5

Logistics

8

29,950

12.4

Hotel

18

69,094

28.6

Student residence (Preferred equity securities)

1

1,562

0.6

Total

74

241,861

100.0＜Investment Areas＞
Area
Tokyo Area

Investment ratio (%)

Price (million yen)

(Note 2)

156,208
Osaka, Nagoya, Fukuoka

Major Metropolitan Areas(Planned) Acquisition

area
Other areas
Total

64.6

43,983

18.2

41,67017.2

241,861

35.4
100.0

(Note 1)Mezzanine loan debts and preferred securities are classified based on the asset type (use) and region of the underlying real estate.
(Note 2)Ratios have been calculated based on the total (planned) acquisition price and stated by rounding to the 1st decimal point. Therefore,
ratios may not add up to 100%.

19

Reference Material 2 Portfolio list after the Replacement<Real Estate Properties>(Planned)
Property

Property Name

No.

Acquisition

Real estate

LocationPriceappraisal value(Note 1)(million(million yen)

yen)

(Note 3)

Investment
ratio
(%)
(Note 4)(Note 2)
OFC‐01

Minami‐Azabu Shibuya Building

Minato‐ku, Tokyo

2,973

3,110

1.2

OFC‐03

Honmachibashi Tower

Chuo‐ku, Osaka‐Shi, Osaka

6,065

7,100

2.5

OFC‐04

Nishi‐Shinjuku Matsuya Building

Shibuya‐ku, Tokyo

1,763

2,740

0.7

Shibuya‐ku, Tokyo

2,042

3,290

0.8

6,320

8,420

2.6

2,286

3,290

0.9

Chuo‐ku, Tokyo

1,450

1,510

0.6

Shibuya‐ku, Tokyo

2,580

2,810

1.1

7,600

7,530

3.1

Shibuya‐ku, Tokyo

1,020

1,230

0.4

OFC‐06
OFC‐08
OFC‐09OFC‐10
OFC‐11
OFC‐12
OFC‐13

Urban Center Shibuya East (Note5)
Urban Center Yokohama West

Kanagawa‐ku, Yokohama‐(Note 5)

Shi, Kanagawa

Hakata‐eki East Place
Nihonbashi Hamacho Park
Building
Amusement Media Gakuin
HonkanHigashi Kobe Center Building
Amusement Media Gakuin
Shinkan

Hakata‐ku, Fukuoka‐Shi,
Fukuoka

Higashinada‐ku,
Kobe‐Shi, Hyogo

OFC‐14

Urban Center Shinjuku

Shinjuku‐ku, Tokyo

11,20011,7004.6

OFC‐15

Urban Center Kanda Suda‐cho

Chiyoda‐ku, Tokyo

5,350

5,440

2.2

Chiyoda‐ku, Tokyo

4,590

4,600

1.9

OFC‐16

Urban Center Kanda
Tsukasamachi

OFC‐17

Takadanobaba AccessShinjuku‐ku, Tokyo

3,990

3,920

1.7

OFC‐18

Azabu Amerex BLDG.

Minato‐ku, Tokyo

2,780

2,890

1.1

OFC‐19Hiei‐Kudan BLDG.

Chiyoda‐ku, Tokyo

2,400

2,400

1.0

2,300

2,570

1.0

Kohoku‐ku, Yokohama‐Shi,

OFC‐20Urban Center Shin‐Yokohama

OFC‐21The Portal Akihabara

Chiyoda‐ku, Tokyo

1,510

1,490

0.6

OFC‐22

Urban Center Tachikawa

Tachikawa‐Shi, Tokyo

1,804

2,050

0.7

OFC‐23

Urban Center Hakata

2,870

3,280

1.2

OFC‐24

Urban Center Fujisawa

2,054

2,200

0.8

74,947

83,57031.0

Kanagawa

Hakata‐ku, Fukuoka‐shi,
FukuokaFujisawa‐Shi, Kanagawa
Office Subtotal

RTL‐01

La Park Kishiwada

Kishiwada‐Shi, Osaka

5,400

5,170

2.2

RTL‐02

Suroy Mall Chikushino

Chikushino‐Shi, Fukuoka

6,550

6,580

2.7

RTL‐03

Seiyu Minakuchi

Koka‐ hi, Shiga

3,320

3,320

1.4

RTL‐05

BAGUS Ikebukuro West

Toshima‐ku, Tokyo

2,984

3,500

1.2

RTL‐06abeno nini (Retail)Abeno‐ku, Osaka‐Shi, Osaka

9,500

10,500

3.9

RTL‐07

Urban Forum Warabi

Kawaguchi‐shi, Saitama

1,100

1,210

0.5

28,85430,280

11.9

Retail Subtotal
RSC‐01

Urban Park Azabujuban

Minato‐ku, Tokyo

2,045

2,950

0.8

RSC‐02

Urban Park Daikanyama

Shibuya‐ku, Tokyo

6,315

10,100

2.6

RSC‐07

Urban Park Kashiwa

Kashiwa‐Shi, Chiba

1,186

1,210

0.5

20

RSC‐08

Urban Park Ryokuchi Koen

RSC‐10Urban Park Ichigao

RSC‐11

Urban Park Gyotoku

RSC‐12
RSC‐13

Suita‐Shi, Osaka

1,550

1,730

0.6

1,810

2,180

0.7

Ichikawa‐Shi, Chiba

1,430

1,620

0.6

Shiroi Logiman

Shiroi‐Shi, Chiba

2,470

2,520

1.0

Urban Park Sekime

Jyoto‐ku, Osaka‐Shi, Osaka

2,150

2,460

0.9

RSC‐14

Urban Park Imazato

Ikuno‐ku, Osaka‐Shi, Osaka

993

1,110

0.4

RSC‐15

Urban Park Yoyogi

1,740

1,990

0.7

3,506

4,190

1.5

3,160

3,690

1.3

1,115

1,310

0.5

2,019

2,100

0.8

1,060

1,250

0.4

1,113

1,190

0.5

Aoba‐ku, Yokohama‐Shi,
Kanagawa

Shibuya‐ku, Tokyo
Hodogaya‐ku, Yokohama‐

RSC‐16

Urban Park Tokiwadai Koen

RSC‐17

Urban Park Mitsuike Koen

RSC‐18

Urban Park Ryogoku

RSC‐19Urban Park Mizonokuchi

RSC‐20Urban Park Miyamaedaira

RSC‐21

Urban Park Tsurumi

RSC‐22

Urban Park Mitaka

Mitaka‐shi, Tokyo

743

1,010

0.3

RSC‐23

Urban Park Kamata Minami I

Ota‐ku, Tokyo

641

879

0.3

RSC‐24

Urban Park Kamata Minami II

Ota‐ku, Tokyo

1,375

1,770

0.6

RSC‐25

Urban Park Umejima

Adachi‐ku, Tokyo

Shi, Kanagawa
Tsurumi‐ku, Yokohama‐Shi,
Kanagawa
Sumida‐ku, Tokyo
Takatsu‐ku, Kawasaki‐Shi
Kanagawa
Miyamae‐ku, Kawasaki‐Shi
Kanagawa
Tsurumi‐ku, Yokohama‐Shi
Kanagawa

Residence Subtotal
Iwatsuki‐ku, Saitama‐Shi,

1,032

1,150

0.4

37,45347,444

15.5

6,942

7,650

2.9

3,560

4,260

1.5

LGC‐01

Iwatsuki Logistics

LGC‐02

Yokohama Logistics

LGC‐03

Funabashi Logistics

Funabashi‐Shi, Chiba

7,875

8,770

3.3

LGC‐04

Baraki Logistics

Ichikawa‐Shi, Chiba

4,700

5,220

1.9

LGC‐05Tokorozawa Logistics

Tokorozawa‐Shi, Saitama

1,300

1,550

0.5

LGC‐07

Funabashi Nishiura Logistics II

Funabashi‐Shi, Chiba

821

907

0.3

LGC‐08

Matsubushi Logistics

Kitakatsushika, Saitama

2,755

3,300

1.1

LGC‐09Funabashi Hi‐Tech Park Factory I

Funabashi‐Shi, Chiba

1,998

2,200

0.8

29,95133,857

12.4

HTL‐01R&B Hotel Umeda East

Kita‐ku, Osaka‐Shi, Osaka

2,069

2,320

0.9

Edogawa‐ku, Tokyo

3,827

3,460

1.6

3,248

3,160

1.3

1,970

1,990

0.8

Saitama
Kanagawa‐ku, Yokohama‐Shi, Kanagawa

Logistics facility Subtotal

HTL‐03
HTL‐04
HTL‐05
HTL‐06
HTL‐07REMBRANDT STYLE Tokyo
Nishikasai
BEST WESTERN Yokohama

Tsurumi‐ku, Yokohama‐Shi,
Kanagawa

The BREAKFAST HOTEL FUKUOKA

Chuo‐ku, Fukuoka‐Shi,

TENJIN

Fukuoka

GLANSIT AKIHABARA

Chiyoda‐ku, Tokyo

2,500

2,440

1.0

Edogawa‐ku, Tokyo

3,180

3,110

1.3

2,000

1,560

0.8

REMBRANDT STYLE Tokyo
Nishikasai Grande

Naniwa‐ku, Osaka‐Shi,

HTL‐08

KOKO HOTEL Osaka Namba

HTL‐09abeno nini (Hotel)

Abeno‐ku, Osaka‐Shi, Osaka

3,600

3,850

1.5

HTL‐10

KOKO HOTEL Ginza 1‐Chome

Chuo‐ku, Tokyo

17,80019,100

7.4

Osaka

21

HTL‐11

KOKO HOTEL Sapporo Ekimae

HTL‐12

KOKO HOTEL Fukuoka Tenjin

HTL‐13

KOKO HOTEL Hiroshima Ekimae

HTL‐14
HTL‐15
HTL‐16

KOKO HOTEL Kagoshima
Tenmonkan
KOKO HOTEL Sapporo OdoriBest Western Plus Fukuoka
Tenjin‐minami

Chuo‐ku, Sapporo‐Shi,
Hokkaido
Chuo‐ku, Fukuoka‐Shi,
FukuokaMinami‐ku, Hiroshima ‐Shi,
Hiroshima
Kagoshima‐shi, KagoshimaChuo‐ku, Sapporo‐Shi,
Hokkaido
Chuo‐ku, Fukuoka‐Shi,
Fukuoka

6,700

7,080

2.8

5,000

5,410

2.1

4,100

4,320

1.7

3,800

4,280

1.6

4,200

4,270

1.7

3,800

4,410

1.6

Hotel Subtotal

67,79470,76028.0

Real Estate Properties Total

238,999

265,911

98.8<Securities>(Planned)
Property No.

Name of the Security

Interest

Type

rate

AcquisitionPrice(million yen)
(Note 2)

MEZ‐07

Star Asia Mezzanine Loan Debt
Investment Series 7

Base rate

Corporate bonds

Class A Beneficial Interest

0.2

340

0.1

130

0.1

1,562

0.6

Securities Subtotal

2,862

1.2

Total

241,861

100.0

+5.3%
Trust beneficiary interest
Base rate+7.3%

Class B Beneficial Interest
MEZ‐09Investment Series 9(Note 4)430

Base rate

Investment Series 8Star Asia Mezzanine Loan Debt

(%)

0.2

Investment Series 8Star Asia Mezzanine Loan Debt

ratio

400

+5.0%

Star Asia Mezzanine Loan Debt

MEZ‐08Investment

Trust beneficiary interest

Base rate+5.0%

GSA JP Project 1
TK‐03

Tokutei Mokuteki
Kaisha (TMK) PreferredPreferred equity security

Lending
Fee: 4.0%

Equity Securities(Note 1)“Location” states the minimum individual administrative division in the region where the assets held by SAR as of today (hereinafter“Already Acquired Assets (Real Estate Etc.)”) and the Assets to be Acquired (Real Estate Etc.) are located.
(Note 2) “Acquisition price” means the sale and purchase proceeds described in the sale and purchase agreement related to each Already
Acquired Assets (Real Estate Etc.), except for “Minami‐Azabu Shibuya Building”, and “Planned Acquisition Price” means the plannedsale and purchase proceeds as stated in the agreement signed with the Seller in relation to the Assets to be Acquired, and each priceis stated by rounding the amounts of less than 1 million yen to the nearest 1 million yen. The Acquisition Price and the Planned
Acquisition Price do not include consumption tax, local consumption tax, or expenses required for acquisition. However, with respect
to “Minami‐Azabu Shibuya Building”, as it is based on a sale and purchase agreement for multiple properties where no price isestablished for each individual property, the amount derived by prorating the total sales price of the multiple properties based on
the ratio of the appraisal values of each individual property as of the time of their acquisition is stated as the “Acquisition Price”. In
addition, for the property succeeded by the merger, the appraisal value stated in the real estate appraisal report with the date ofvalue as of the July 31, 2020, which is the accepted price, is stated.
(Note 3) The appraisal was commissioned to Japan Real Estate Institute, Daiwa Real Estate Appraisal Corporation and Tanizawa Sogo
Appraisal Co., “Real estate appraisal value” states the appraisal values stated in the real estate appraisal reports based on the pricewhich is rounded to the nearest 1 million yen as the end of January 31, 2024, for Already Acquired Assets (Real Estate Etc.), and theappraisal value stated in the real estate appraisal report based on the price which is rounded to the nearest 1 million yen as of July
1, 2024 with respect to the Assets to be Acquired.
(Note 4) ”Investment ratio” shows the ratio of the (planned) acquisition price of each of Already Acquired Asset (Real Estate Etc.), each ofalready acquired assets (Securities) or Assets to be Acquired against the sum of the (planned) acquisition price for Already Acquired22

Assets (Real Estate Etc.), already acquired assets (Securities) and Assets to be Acquired rounded to the first decimal point.
Real estate investment corporations, under securities listing regulations of the Tokyo Stock Exchange (TSE), are only permitted tohold assets other than real estate etc., real estate‐related assets and current assets up to a maximum of 5% of the total amount ofassets under management. The Asset to be Acquired (Mezzanine) does not fall under any of real estate etc., real estate‐related
assets, or current assets etc., however, the ratio of “real estate etc., real estate‐related assets and current assets” to the total amountof SAR’s assets under management after the Replacement is expected to be no less than 95%. **Determined based on the amount calculated by deducting the book value of the Assets to be Transferred as of January 31, 2024
from the total assets of the balance sheet as of January 31, 2024, and then adding the acquisition price of the Assets to be Acquired.
(Note 5) On January 1, 2024, the property name of “Seishin Building” has been changed to “Urban Center Shinjuku” and on April 1, 2024,
the property name of “FINO Hotel Sapporo‐Odori” has been changed to “KOKO Hotel Sapporo‐Odori” and the above chart has statedthe property names after such changes. The same applies below.
(Note 6) Property No. RSC‐05 “Urban Park Namba” which is managed as of the date of this document, a sale and purchase agreement has
been signed on August 2, 2024 to the effect that it will be sold on September 6, 2024 and Property No. HTL‐02 “Smile Hotel Namba”
which is managed as of the date of this document, a sale and purchase agreement has been signed on August 2, 2024 to the effectthat it will be sold on August 19, 2024 have been excluded from the description of the portfolio after the Replacement.

23

Reference Material 3
Type

OfficeRetailResidence

Summary of earthquake risk analysis

Propertyno.

Property name

PML
(%)

OFC‐01

Minami‐Azabu Shibuya Building

11.6

OFC‐03

Honmachibashi Tower

5.5

OFC‐04

Nishi‐Shinjuku Matsuya Building

5.5

OFC‐06

Urban Center Shibuya East

7.2

OFC‐08

Urban Center Yokohama West

6.2

OFC‐09Hakata‐eki East Place

4.7

OFC‐10Nihonbashi Hamacho Park Building

7.4

OFC‐11

Amusement Media Gakuin Honkan

7.6

OFC‐12

Higashi‐Kobe Center Building

8.6

OFC‐13

Amusement Media Gakuin Shinkan

9.6

OFC‐14

Urban Center Shinjuku

5.5

OFC‐15

Urban Center Kanda Suda‐cho

8.4

OFC‐16

Urban Center Kanda Tsukasamachi

9.4

OFC‐17

Takadanobaba Access

3.5

OFC‐18

Azabu Amerex BLDG.

10.2

OFC‐19Hiei‐Kudan BLDG.

3.6

OFC‐20Urban Center Shin‐Yokohama

4.4

OFC‐21The Portal Akihabara

8.2

OFC‐22

Urban Center Tachikawa

4.5

OFC‐23

Urban Center Hakata

3.6

OFC‐24

Urban Center Fujisawa

9.7

RTL‐01

La Park Kishiwada

14.8

RTL‐02

Suroy Mall Chikushino

2.2

RTL‐03

Seiyu Minakuchi

4.2

RTL‐05

BAGUS Ikebukuro West

4.6

RTL‐06abeno nini (Retail)6.2

RTL‐07

Urban Forum Warabi

4.3

RSC‐01

Urban Park Azabujuban

7.5

RSC‐02

Urban Park Daikanyama

8.1

RSC‐07

Urban Park Kashiwa

4.9

RSC‐08

Urban Park Ryokuchi Koen

6.4

RSC‐10Urban Park Ichigao

9.8

RSC‐11

Urban Park Gyotoku

5.1

RSC‐12

Shiroi Logiman

3.5

RSC‐13

Urban Park Sekime

11.5

RSC‐14

Urban Park Imazato

12.0

RSC‐15

Urban Park Yoyogi

7.7

RSC‐16

Urban Park Tokiwadai Koen

9.6

RSC‐17

Urban Park Mitsuike Koen

9.7

RSC‐18

Urban Park Ryogoku

6.0

RSC‐19Urban Park Mizonokuchi

10.4

24

Logistics

RSC‐20Urban Park Miyamaedairai

4.5

RSC‐21

Urban Park Tsurumi

9.9

RSC‐22

Urban Park Mitaka

7.6

RSC‐23

Urban Park Kamata Minami I

4.3

RSC‐24

Urban Park Kamata Minami II

8.0

RSC‐25

Urban Park Umejima

2.6

LGC‐01

Iwatsuki Logistics

3.9

LGC‐02

Yokohama Logistics

13.0

LGC‐03

Funabashi Logistics

5.7

LGC‐04

Baraki Logistics

3.8

LGC‐05Tokorozawa Logistics

9.5

LGC‐07

Funabashi Nishiura Logistics II

2.9

LGC‐08

Matsubushi Logistics

2.2

Funabashi Hi‐Tech Park Factory Ⅰ

5.7

Funabashi Hi‐Tech Park Factory Ⅰ(Building Extension Portion)

3.2

HTL‐01R&B Hotel Umeda East

9.0

HTL‐03REMBRANT STYLE Tokyo Nishikasai

9.0

HTL‐04

BEST WESTERN Yokohama

11.1

HTL‐05The BREAKFAST HOTEL FUKUOKA TENJIN

5.0

HTL‐06

GLANSIT AKIHABARA

3.7

HTL‐07REMBRANT STYLETokyo Nishikasai Grande

6.1

HTL‐08

KOKO HOTEL Osaka Namba

6.7

HTL‐09abeno nini (Hotel)

6.2

HTL‐10

KOKO HOTEL Ginza 1‐Chome

5.9

HTL‐11

KOKO HOTEL Sapporo Ekimae

2.2

HTL‐12

KOKO HOTEL Fukuoka Tenjin

4.3

HTL‐13

KOKO HOTEL Hiroshima Ekimae

2.3

HTL‐14

KOKO HOTEL Kagoshima Tenmonkan

6.5

HTL‐15

KOKO HOTEL Sapporo Odori

4.2

HTL‐16

Best Western Plus Fukuoka Tenjin‐minami

3.2

Entire portfolio (70 properties) (Note)‐

LGC‐09Hotel(Note) The figure in the entire portfolio is to be reported based on “portfolio earthquake risk evaluation report” prepared by Tokio Marine dR
Co., Ltd. near future.

25

Reference Material 4 Location maps / photos of exterior
RTL‐07 Urban Forum Warabi

26

Reference Material 5

The terms used in the table of Description of Assets to be Acquired and Assets to beTransferred(a)Explanation on “Property no.” and “Type”

Property Number column and Type column: Each of Asset to be Acquired (Real Estate Properties, etc.) and Assets to be Transferred by SAR iscategorized by use of OFC (office), RTL (commercial / retail), RSC (residence), LGC (logistics), or HTL (hotel). Then, for each category, serial
numbers are given to the assets in the category. In case of a property which could straddle two or more categories, it shall fall under the
category from which the property generates the largest sum of assumed rent income.
(b)

Explanation on “Asset no.”Asset Number: The Asset to be Acquired (Mezzanine) acquired by SAR is categorized by mezzanine loan debt (MEZ), anonymous association
investment or preferred securities (TK) and serial number is given to the assets in the category.
(c)

Explanation on “Overview of specified asset”

a.“Planned Acquisition price” and “Planned Transfer price” column: Herein is shown the sale price of the Asset to be Acquired (real propertyetc.) and transfer price of the Assets to be Transferred as described in the purchase and sale agreement of theAsset to be Acquired (realproperty etc.) and Assets to be Transferred (excluding consumption taxes, local consumption taxes, and expenses necessary for theacquisition), after rounded to the nearest million yen.
b. “Planned Acquisition Date” and “Planned Transfer Date” column: Herein is shown the planned MMDDYY of acquisition and transfer by SAR.
c. “Location” column: Herein is shown the certified address in registry. “Indication of residential address” column: Herein is shown the postal
address.
d. “Land” column:i.

“Type of ownership” column: Herein is shown the type of right(s) held by respective trustee of theAsset to be

Acquired (real property etc.) and Assets to be Transferred.
ii.

“Site area” column: Herein is shown the land area as recorded in registry, unless otherwise noted. For this reason, it
possibly might not be equal to the actual.

iii.

“Use district” column: Herein is shown the type of use in accordance with Article 8, Paragraph 1 and Item 1 of the
Urban Planning Act (Act No.100 of 1968; including its amendments) (“Urban Planning Act”).

iv.

“Building coverage ratio” column and “Floor area ratio” column: Herein is shown the pertinent figure in each column
in accordance with the relevant laws and regulations (the Building Standards Act, the Urban Planning Act, etc.)

e. “Building” column:i.

“Type of ownership” column. Herein is shown the type of right(s) held by respective trustee of theAsset to be

Acquired (real property etc.) and Assets to be Transferred.
ii.

“Total floor area” column: Herein is shown the sum total of floor areas as recorded in registry, unless otherwise noted.
For this reason, it possibly might not be equal to the actual figure.

iii.

“Use” column: Herein is shown the registered use or, if multiple uses are registered the representative use from what
are recorded in registry, it possibly might not be equal to the actual representative use. As for the building withcompartmentalized ownership, the type of use for the exclusively owned space by SAR is shown.

iv.

“Construction completion” column: Herein is shown MMDDYY of the representative building first built as recorded inregistry.

v.

“Structure and floors” column: Herein is shown the structure and number of floors of the representative building, etc.
as recorded in registry. It possibly might not be equal to the actual structure and number of floors. As for the building
with compartmentalized ownership, the structure and the number of floors for the entire building are shown.

f. “Property management company” column: Herein is shown the name of property management company (“PM Company”), to which
property management operation is (planned to be) entrusted as of today.
g. “Master lease company” column: Herein is shown the name of the master lease company, to which master lease operation is (planned tobe) entrusted, as of today.
h. “Type of master lease” column: Herein is shown whether the property is a pass‐through master lease or a rent‐guaranteed master lease.
i. “Security” column: Herein is shown a summary of the security, if any, to be borne by SAR.
(d)Explanation on “Status of leasing”

a. “Total leasable area” column: Herein is shown the sum total of leasable floor areas of buildings of theAsset to be Acquired (real propertyetc.) and Assets to be Transferred (in case common space is also leased, area of that space is included in the total). The figure does notinclude the area of the land lots leasable for parking and other purposes. Leasable area is counted not from registry data but from area data
as described in lease agreements or from area data as calculated by using the architectural drawings of the buildings, so it possibly might not27

be equal to the total floor area as recorded in registry.
Please note that, unless noted otherwise, the source data for the column represent what were provided by the current owner(s) of theAsset to be Acquired (real property etc.) as of April 30, 2024, and the information as of January 31, 202 for the Assets to be Transferred.
b. “Total leased area” column: Herein is shown the sum total of the floor areas to be leased as described in lease agreement for each of theAsset to be Acquired (real property etc.) and Assets to be Transferred as of April 30, 2024 out of the leasable area. The figure does not include
the area of the land lots to be leased for parking and other purposes. Please note that the source data for the column represent what were
provided by the current owner(s) of theAsset to be Acquired (real property etc.) as of April 30, 2024.

c. “Occupancy rate” column: Herein is shown the percentage of total leased floor area over the total leasable floor area of theAsset to be

Acquired (real property etc.) and Assets to be Transferred, after rounded to the first decimal point. Please note that the source data for thecolumn represent what were provided by the current owner(s) for the

Asset to be Acquired (real property etc.) as of April 30, 2024 and by

the information as of April 30, 2024 for the Assets to be Transferred.
d. “Total number of tenants” column: Herein is shown the total number of tenants as confirmed with the lease agreements effective as ofApril 30, 2024 of theAsset to be Acquired (real property etc.) and the Assets to be Transferred. In case a specific tenant uses two or morerooms in one of theAsset to be Acquired (real property etc.), such tenant is counted only once for the asset. Also, in case a specific tenant

signs lease agreements for rooms in two or more assets, the tenant shall be counted for each of the assets separately. In case a pass‐throughtype of master lease agreement is executed for any of theAsset to be Acquired (real property etc.), total number of the actual (end)tenants under the master lease agreement for the asset is shown herein.
e. “Monthly rent (including common area maintenance fee)” column: Herein is shown the total of rent amounts as described in leaseagreements with respective tenants as of April 30, 2024 (confined to room rents; excluding the charges for warehouses, sign boards andparking lots; but including the common service expenses; and free rent cases as of the same date are not considered), after rounded to thenearest thousand yen.
f. “Security and guarantee deposits” column: Herein is shown the sum total of refundable deposits as required in lease agreements effective
as of April 30, 2024 (only for the tenants who actually were in respective rooms at the time) of the
In case a pass‐through type of master lease agreement is executed for any of theAsset to be Acquired (real property etc.).

Asset to be Acquired (real property etc.), total amount ofrefundable deposits as described in the individual lease agreements with respective (end) tenants is calculated to be shown in the column.
(e)Explanation on “Special notations”

Special notation column: Herein is shown a description not only on the items considered material in relation to the involved rights andassumed uses but also the other items considered material in relation to appraisal value of, profitability of, and disposability of theAsset tobe Acquired (real property etc.) and Assets to be Transferred.
(f)

Explanation on “Summary of real estate appraisal report”

a. “Summary of real estate appraisal report” column: Herein is shown a summary of respective appraisal report, which was prepared either
by Japan Real Estate Institute or Daiwa Real Estate Appraisal Corporation for the

Asset to be Acquired (real property etc.) and the Assets tobe Transferred. If there are multiple discount rate, the discount rate the appraiser adopted taking the current operating status into
consideration is stated.
b. “Appraisal value” column: Herein is shown only the opinions on the value of respective property as of the date of appraisal, expressed by
the appraiser who did the appraisal of the property, in accordance with the Act on Real Estate Appraisal (Act No.152 of 1963; including its
amendments) and commonly accepted appraisal standards for real estate properties, etc.
c. In case appraisal is once again undertaken for the same property, its result could be different from the previous result because appraiser
and/ or appraisal method and/ or appraisal timing is different. Also, it is requested to note that any appraisal result for any property is notwhat guarantees or promises the actual tradability of the property at the appraised value whether for right now or for any moment in the
future.
d. None of Japan Real Estate Institute and Daiwa Real Estate Appraisal Corporation who conducted appraisal is an interested party of neither
SAR nor the Asset Manager.
(g)

Explanation on “Property Features/ Key Points of Evaluation”

The basic characteristics, features, etc. of the property are described based on the Asset Manager's own investigation, in reference to realestate appraisal reports and market reports, etc.

This is an English translation of the announcement in Japanese dated August 2, 2024. However, no assurance
or warranties are given for the completeness or accuracy of this English translation.
28