[For Information Purpose Only]
May 21, 2014
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Name of representative:
Naoki Fukuda, Executive Director
Roppongi Hills Mori Tower
6-10-1 Roppongi, Minato-ku, Tokyo, Japan(Securities code: 8963)
Asset manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, CEOContact: Akiko Watanabe, Manager(Tel. +81-3-5411-2731)

Notice concerning Debt Financing andPrepayment of Existing Borrowings
Invincible Investment Corporation (INV) has determined to obtain new debt financing and toprepay or partially prepay certain existing borrowings. Details are as follows.
1. Reason for borrowing and prepayment
INV entered into a new one-year loan agreement (New Syndicate Loan (B)) to fund the
expected acquisition of two hotel properties (in the form of trust beneficiary interests) (note) on
May 23, 2014, as well as a portion of the related expenses, and to refinance the existing
Prudential LPS Loan. INV is also planning to partially prepay the New Syndicate Loan (A) in
connection with the sale of seven senior housing properties, which sale is expected to becompleted on May 22, 2014 (note). INV elected to have a shorter term for the New Syndicate
Loan (B) in order to ensure flexibility for future refinancing.
INV believes that the above borrowing and repayments (the “Transactions”) will enhance INV’s
financial position by reducing borrowing costs as well as strengthening its lender formation. INV
also believes these measures will serve as the basis for implementing financial strategies suchas procuring unsecured borrowings and obtaining credit ratings.
(Note) For details on the acquisition of the two hotel properties and the sale of seven senior housing properties,
please refer to the press release dated as of today entitled “Notice concerning Acquisition and Sale of Assets,
Entering into Leasing Contract as well as Commencement of Management of New Class of Assets”.

This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

12. Details of the New Borrowing (anticipated)
New Syndicate Loan (B)(1) Lender: Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Mizuho Bank, Ltd.
Sumitomo Mitsui Trust Bank, Limited(2) Borrowing amount: JPY13,500 million(3) Interest rate, etc.
: 0.98000% (for the interest period from May 23, 2014 toJune 29, 2014) (note1)
Variable interest rate(4) Borrowing method: Borrowing based on term loan agreement dated as of May
21, 2014
Secured (Note 2) / with no guarantee(5) Agreement date
: May 21, 2014
(6) Borrowing date
: May 23, 2014(7) Interest payment date
: On (1) the last business day of each month before theprincipal maturity date, beginning with June 30, 2014, and(2) the principal maturity date
(8) Principal repayment method : A portion of the principal (JPY 11.25 million each) will be
paid on each of the interest payment dates described in“(7) Interest payment date”, excluding principal maturity
date, and the remainder will be paid on the principal
maturity date
(9) Principal Maturity Date
: May 22, 2015:
(Note1)

One-month JPY TIBOR (Base Rate) + spread (0.8%); provided that for the first interest calculation
period only, two-month JPY TIBOR + spread (0.8%).
・Base rate applicable to the interest calculation period for interests to be paid on the relevant interest
payment date shall be one-month JPY TIBOR announced by Japanese Bankers Associations twobusiness days prior to the immediately preceding interest payment date.
・ JPY TIBOR announced by the Japanese Bankers Associations is available at its website(http://www.zenginkyo.or.jp/en/tibor/).
・Details of our debt financing is available at the “Borrowings & Investment Corporation Bonds” page of
INV’s website (http://www.invincible-inv.co.jp/eng/cms/loan.html)(Note 2) First priority pledges over the real estate trust beneficiary interests for 26 properties: Nisshin
Palacestage Daitabashi, Nisshin Palacestage Higashi-Nagasaki, Growth Maison Shin-Yokohama,
Belle Face Ueno Okachimachi, Growth Maison Yoga, Shibuya Honmachi Mansion, City Heights
Kinuta, Foros Nakamurabashi, Growth Maison Gotanda, Growth Maison Kameido, Emerald House,
Growth Maison Ikebukuro, Route Tachikawa, College Square Machida, Belair Meguro, Wacore
Tsunashima I, Harmonie Ochanomizu, Suncrest Shakujii Koen, Grand Rire Kameido, Acseeds Tower
Kawaguchi Namiki, Capital Heights Kagurazaka, Growth Maison Kaijin, College Square Machiya,
Kindai Kagakusha Building, Hotel MyStays Kanda and Hotel MyStays Asakusa. Second priority
pledges will be granted with respect to the real estate trust beneficiary interests for 21 properties: City
House Tokyo Shinbashi, Winbell Kagurazaka, Nishiwaseda Crescent Mansion, Lexington Square
Akebonobashi, Casa Eremitaggio, Towa City Coop Shinotsuka II, Bichsel Musashiseki, Lexel Mansion
Ueno Matsugaya, Towa City Coop Sengencho, Royal Park Omachi, Lexington Square Haginomachi,
Visconti Kakuozan, Lexington Square Daitabashi, Lexington Square Honjo Azumabashi, AMS
TOWER Minami 6-Jo, Spacia Ebisu, Lexington Plaza Nishigotanda, Cross Square NAKANO, Ohki
This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

2

Aoba Building, Lexington Plaza Hachiman and AEON TOWN Sukagawa; and second priority
mortgages over two real estate properties: Shinjuku Island and Stop Parking Kanda-Sudacho (landonly). Each such second priority pledge and second priority mortgage is subject to first priority
pledges and first priority mortgages in connection with the New Syndicate Loan (A) borrowed pursuant
to the “agreement on lending” and the “individual term loan agreement”, each dated December 17,
2013.

3. Details of Prepayment (anticipated)< New Syndicate Loan (A) > (partial prepayment)(1) Lender: Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Shinsei Bank, Limited
Citibank Japan Ltd.
Shinsei Trust & Banking Co., Ltd. (Note 1)
Aozora Bank, Ltd.
(2) Outstanding borrowing: JPY20,282 million
amount before
Repayment(Initial loan amount): (JPY20,350 million)(3) Repayment amount: JPY2,696 million(4) Borrowing amount: JPY17,586 million
outstanding after repayment(5) Source of repayment: The repayment of the New Syndicate Loan (A) and thePrudential LPS Loan below will be funded by a portion of
the proceeds from both the New Syndicate Loan (B)(JPY11,000 million) as described in “2. Details of the New
Borrowing (anticipated)” and the sale of seven senior
housing properties (JPY2,696 million).
(6) Interest rate
: 1.64636%(from April 30, 2014 to May 29, 2014)
Variable interest rate(7) Borrowing method: Borrowing based on the term loan agreement dated as ofDecember 17, 2013
Secured (note 2) / with no guarantee(8) Borrowing date
: December 20, 2013(9) Principal Maturity date
: December 20, 2016
(Note 1)
(Note 2)

Shinsei Trust & Banking Co., Limited is the trustee for a specified money trust, and Platinum CRE
Loan II Investment Limited Partnership holds beneficiary interests for such trust.
First priority pledges over real estate trust beneficiary interests for 21 properties: City House Tokyo
Shinbashi, Winbell Kagurazaka, Nishiwaseda Crescent Mansion, Lexington Square Akebonobashi,Casa Eremitaggio, Towa City Coop Shinotsuka II, Bichsel Musashiseki, Lexel Mansion Ueno
Matsugaya, Towa City Coop Sengencho, Royal Park Omachi, Lexington Square Haginomachi,
Visconti Kakuozan, Lexington Square Daitabashi, Lexington Square Honjo Azumabashi, AMS
TOWER Minami 6-Jo, Spacia Ebisu, Lexington Plaza Nishigotanda, Cross Square NAKANO, Ohki
Aoba Building, Lexington Plaza Hachiman and AEON TOWN Sukagawa; and first priority mortgages
over two properties (real estate): Shinjuku Island and Stop Parking Kanda-Sudacho.

This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

3

<Prudential LPS Loan> (prepayment)【First Lending】(1) Borrower: Mizuho Trust & Banking Co., Ltd. (trustee of real estate intrust)(borrower of the Trust Asset-Backed Borrowing)(2) Lender: Prudential Mortgage Asset Holdings 1 Japan Investment
Business Limited Partnership(3) Outstanding borrowing: JPY3,750 million
amount before
Repayment(Initial loan amount): (JPY3,750 million)(4) Repayment amount: JPY3,750 million(5) Borrowing amount: JPY0outstanding after repayment(6) Source of repayment: The repayment of the Prudential LPS Loan and the New
Syndicate Loan (A) above will be funded by a portion of theproceeds from both the New Syndicate Loan (B)(JPY11,000 million) as described in “2. Details of the New
Borrowing (anticipated)” and the sale of seven senior
housing properties (JPY2,696 million).
(7) Interest rate
: 2.5%
Fixed interest rate(8) Borrowing method: Borrowing based on the term loan agreement dated as ofJuly 27, 2011, as amended
Secured / with no guarantee(9) Borrowing date
: July 29, 2011(10) Principal Maturity date
: January 25, 2017
【Second Lending】(1) Borrower(2) Lender(3) Outstanding borrowing
amount before
Repayment(Initial loan amount)(4) Repayment amount(5) Borrowing amountoutstanding after repayment(6) Source of repayment: Mizuho Trust & Banking Co., Ltd. (trustee of real estate intrust)(borrower of the Trust Asset-Backed Borrowing): Prudential Mortgage Asset Holdings 1 Japan Investment
Business Limited Partnership: JPY3,620 million: (JPY3,620 million): JPY3,620 million: JPY0: The repayment of the Prudential LPS Loan and the New
Syndicate Loan (A) above will be funded by a portion of theproceeds from both the New Syndicate Loan (B)(JPY11,000 million) as described in “2. Details of the New

This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

4(7) Interest rate:(8) Borrowing method:(9) Borrowing date(10) Principal Maturity date::【Third Lending】(1) Borrower(2) Lender(3) Outstanding borrowing
amount before
Repayment(Initial loan amount)(4) Repayment amount(5) Borrowing amountoutstanding after repayment(6) Source of repayment(7) Interest rate(8) Borrowing method(9) Borrowing date(10) Principal Maturity date

Borrowing (anticipated)” and the sale of seven senior
housing properties (JPY2,696 million).
2.5%
Fixed interest rate
Borrowing based on the term loan agreement dated as ofJuly 27, 2011, as amended
Secured / with no guarantee
July 29, 2011
January 25, 2017

: Mizuho Trust & Banking Co., Ltd. (trustee of real estate intrust)(borrower of the Trust Asset-Backed Borrowing): Prudential Mortgage Asset Holdings 1 Japan Investment
Business Limited Partnership: JPY3,630 million: (JPY3,630 million): JPY3,630 million: JPY0: The repayment of the Prudential LPS Loan and the New
Syndicate Loan (A) above will be funded by a portion of theproceeds from both the New Syndicate Loan (B)(JPY11,000 million) as described in “2. Details of the New
Borrowing (anticipated)” and the sale of seven senior
housing properties (JPY2,696 million).
: 2.5%
Fixed interest rate
: Borrowing based on the term loan agreement dated as ofJuly 27, 2011, as amended
Secured / with no guarantee: July 29, 2011
: January 25, 2017

In connection with the prepayment of all of the outstanding Prudential LPS Loan, INV will pay
JPY329 million as the prepayment premium to Mizuho Trust & Banking Co., Ltd. (borrower of
the Trust Asset-Backed Borrowing).

This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

54. Future outlook
For the impact of the refinancing transactions described above on forecasted results anddistributions for the fiscal period ending June 2014 (January 1, 2014 to June 30, 2014),
please refer to the press release entitled “Notice concerning Revision of Forecast of
Financial Results and Distribution for the 22nd Fiscal Period Ending June 2014” dated as oftoday.
5. Other matters necessary for appropriate understanding and decision by investors
The refinancing transactions described above will not result in any material adverse change
to the “Investment Risks” (toshi risuku) in the semi-annual securities report (yuka shoken
hokokusho) of INV for the fiscal period ended December 2013 (July 1, 2013 – December 31,2013) (available in Japanese only), filed on March 26, 2014.

This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

6

(Appendix)＜Status of Borrowings before the Transactions (anticipated)＞
The table below provides an overview of the borrowings of INV before the refinancing transactions.
(Before the Transactions: as of May 21, 2014)
LenderBorrowingdate

Borrowingamount(mn JPY)

Interest
rate (perannum)

Maturity
date

Security /guarantee

December20, 2013

20,282

1.64636%

December20, 2016

Secured /non guarantee

January
25, 2017

Secured/non guarantee

January
25, 2018

Secured/non guarantee

January
25, 2019

Secured/non guarantee

March 31,2018

Secured/non guarantee

March 31,2019

Secured/non guarantee

March 31,2020

Secured/non guarantee

March 31,2019

Secured/non guarantee

Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Shinsei Bank, Limited

New
Syndicate
Loan (A)Citibank Japan Ltd.

(Note 1)

Shinsei Trust & Banking Co., Ltd.
Aozora Bank, Ltd.
Subtotal of long-term debt

Prudential
LPS LoanPrudential
LPS LoanB

20,282Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

July 29,
2011

3,750

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

July 29,
2011

3,620

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

July 29,
2011

3,630

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

2,700

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

2,860

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

1,830

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

2,570(Note 1)
(Note 2)
(Note 3)

Subtotal of long-term debt in trust

20,960Total debt

41,2422.5%
Fixedinterest
2.5%
Fixed
interest
2.5%
Fixed
interest
1.9%
Fixed
interest
1.9%
Fixed
interest
1.9%
Fixed
interest
1.9%
Fixed
interest

1.94%(Note 2)

Interest rate applicable to the period from April 30, 2014 to May 29, 2014.
One-month JPY TIBOR + spread (1.5%)
Interest rate (per annum) provided in Total debt is the weighted average interest rate, rounded to thenearest two decimal places.
The borrowing amount is rounded down to the million JPY.

This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

7

＜Status of Borrowings after the Transactions (anticipated)＞
The table below provides an overview of the borrowings of INV after the refinancing transactions.
(After the Transactions: as of May 23, 2014)
LenderBorrowingdate

Borrowingamount(mn JPY)

Interest
rate (perannum)

Maturity
date

Security/
guarantee

May 23,
2014

13,5000.98000%
Variable(Note 1)

May 22,
2015

Secured/non guarantee

1.64636％ December
20, 2016
Variable

Secured/non guarantee

Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.

New
Syndicate
Loan (B)Mizuho Bank, Ltd.
Sumitomo Mitsui Trust Bank, Limited
Subtotal of short-term debt

13,500Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Shinsei Bank, Limited

New
Syndicate
Loan (A)Citibank Japan Ltd.

December20, 2013

17,586(Note 2)

Shinsei Trust & Banking Co., Ltd.
Aozora Bank, Ltd.
Subtotal of long-term debt

Prudential
LPS LoanB

17,586

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

2,700

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

2,860

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

1,830

Prudential Mortgage Asset Holdings 1 Japan
Investment Limited Partnership

September
28, 2012

2,570

Subtotal of long-term debt in trust(Note 2)
(Note 3)(Note 4)

March 31,2018

Secured/non guarantee

March 31,2019

Secured/non guarantee

March 31,2020

Secured/non guarantee

March 31,2019

Secured/non guarantee

9,960

1.49%
(Note3)
Interest rate applicable to the period from May 23, 2014 to June 29, 2014.
One-month JPY TIBOR + spread (0.8%); provided that for the first interest calculation period only,
two-month JPY TIBOR + spread (0.8%)
Interest rate applicable from April 30, 2014 to May 29, 2014.
One-month JPY TIBOR + spread (1.5%)
Interest rate (per annum) provided in Total debt is the weighted average interest rate, rounded to thenearest two decimal places.
The borrowing amount is rounded down to the million JPY.
Total debt

(Note 1)

1.9%
Fixed
interest
1.9%
Fixed
interest
1.9%
Fixed
interest
1.9%
Fixed
interest

41,046This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

8[For reference only]
Borrowing amount outstanding as of May 23, 2014

Short-term debt
Long-term debt

(Units: mn JPY, figures rounded down to a mn JPY)
After refinancing
Before refinancing(As of May 23,
Balance(As of May 21, 2014)2014)
13,50013,50041,242
27,546- 13,696

Total debt
Loan to Value Ratio (LTV) (%)

41,242

41,046

- 196

53.8

53.7

- 0.1

(Note) Loan to Value Ratio (LTV) is calculated using the following formula:Loan to Value Ratio (LTV) = interest-bearing debt ÷ (interest-bearing debt + total amount of unitholders’capital + capital surplus) x 100. (rounded to the nearest one decimal place)This English language notice is a translation of the Japanese-language notice released on May 21, 2014 and was prepared solely for the convenience of, and referenceby, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions based on theirown investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

9