This translation of the original Japanese notice is provided solely for information purposes. Should there be any discrepancy between this translation and the Japanese original, the latter shall prevail.
July 18, 2025
REIT Issuer: Daiwa Office Investment Corporation (Stock Code: 8976) Representative: Toshisuke Tanaka, Executive Director
Asset Manager: Daiwa Real Estate Asset Management Co. Ltd. Representative: Yoshiki Nishigaki, President and Representative Director
Inquiries to: Kentaro Azumi, General Manager, Acquisition and Asset Management Division (Tel: +81-3-6215-9649)
Notice Concerning Acquisition of Domestic Asset (Godo Kaisha Shinjuku Maynds Tower Silent Partnership Equity Interest)Daiwa Office Investment Corporation (the "Investment Corporation") hereby announces that Daiwa Real Estate Asset Management Co. Ltd., to which the Investment Corporation entrusts management of its assets (the "Asset Manager"), has determined today to acquire (the "Acquisition") a silent partnership equity interest (the "Asset to Be Acquired") as follows.
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Summary of the Asset to Be Acquired
Type of Specified Asset
Silent partnership equity interest
Asset Name
Godo Kaisha Shinjuku Maynds Tower Silent Partnership Equity Interest (Note 1)
Underlying Asset Name
Shinjuku Maynds Tower (the "Property") (Note 2)
Scheduled Acquisition Price (Scheduled Investment Amount)
3,746 million yen
(49.1% of total investment amount in the silent partnership)
Date of Conclusion of Purchase Agreement
July 18, 2025
Scheduled Date of Acquisition
July 30, 2025
Seller (Investee)
Godo Kaisha Shinjuku Maynds Tower (the "GK" or "Operator")
Intermediary
Yes
Funding for Acquisition
Cash on hand
Payment Method
Lump-sum payment at the time of delivery
(Note 1) The Asset to Be Acquired is a silent partnership equity interest (the "Silent Partnership Equity Interest") pertaining to the silent partnership agreement (the "Agreement") with Godo Kaisha Shinjuku Maynds Tower, which is scheduled to acquire a trust beneficiary interest (the "Trust Beneficiary Interest") with the Property as the trust property, as operator.
(Note 2) The underlying asset is a trust beneficiary interest pertaining to a co-ownership interest equivalent to one-seventh of the entire Property.
(Note 3) Amounts are rounded down to the nearest whole unit. The same applies hereinafter.
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Reason for the Acquisition
The Investment Corporation has decided to acquire the Silent Partnership Equity Interest, whose main investment asset is real estate in trust, pursuant to the basic policy for asset management set forth in the Articles of Incorporation and the asset management policy of the Investment Corporation.
The Investment Corporation already holds a trust beneficiary interest with co-ownership interest equivalent to three-sevenths of the entire Property as trust asset.
In addition to its excellent location close to Shinjuku Station, one of the major terminal stations in Tokyo with access to multiple railway lines, the Property has a leasable floor space of up to 500 tsubo per floor and a layout that allows for easy divisional leasing, allowing it to accommodate a variety of office needs. The Investment Corporation highly evaluates this kind of superiority in the property and continuous stable operation status thus far. Furthermore, in recent years, large-scale redevelopment projects have been underway in the area around Shinjuku Station where the Property is located, and as the value of the area as a whole is expected to increase going forward, the location's potential is also expected to further increase.
As a joint owner, the Investment Corporation has had the preferential negotiation right when an owner of the underlying asset sells its co-ownership interest or trust beneficiary interest in the Property, and recently received a notice of intent to sell from the holder of a one-seventh interest in the underlying asset. As a result of considering the acquisition thereof, the Investment Corporation determined that considering capital costs and other factors, it would not be appropriate for the Investment Corporation to acquire the asset in its entirety, but given that the Property is believed to have high asset value as mentioned above, it is appropriate to make an indirect investment in a portion of the Property through a silent partnership investment using the GK-TK scheme.
As a result, together with the existing co-ownership interest already held, the Investment Corporation will secure a majority of co-ownership interest in the underlying asset, and stable management is also expected in terms of interim management, etc. of the Property.
Furthermore, the Investment Corporation's sponsor group, Daiwa Securities Realty Co., Ltd. ("DRT"), is scheduled to invest 11.0% of the total investment amount in the silent partnership.
The Acquisition will reduce the investment amount compared to direct investment and make it possible to generate relatively high earnings as stated in "Expected yield" (see 3.(1) below) while maintaining stable management structure of the Property, which is sufficiently competitive.
For these reasons, the Investment Corporation believes that the Acquisition will contribute to the diversification and enhancement of its portfolio.
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Details of the Asset to Be Acquired
Godo Kaisha Shinjuku Maynds Tower
(Assets)
Trust Beneficiary Interest, etc.
Real estate trust beneficiary interests: 23,333 million yen
Acquisition costs, etc.:
819 million yen
(Note 1) (Note 2)
(Liabilities)
Non-recourse loan: 16,333 million yen Consumption tax loan: 189 million yen
(Net assets)
Silent partnership equity: 7,630 million yen
The Investment Corporation
49.1%
Other (Note 3)
39.9%
DRT 11.0%
Summary of the Silent Partnership Equity Interest
Operator
Godo Kaisha Shinjuku Maynds Tower
Total amount of silent partnership equity
7,630 million yen
Expected yield
Cash distribution yield (Note 1): 4.84%
Profit distribution yield (Note 2): 3.91%
(Note 1) Cash distribution yield is calculated by multiplying the expected dividend amount, which is calculated by deducting the expected operating and management costs of the Operator, interest on borrowings, and other expenses from the investment income of the Property estimated by the Investment Corporation, by 49.1%, which is the holding percentage of the silent partnership equity interest invested by the Investment Corporation, and then dividing the result by estimated book value at the end of period of the silent partnership equity interest invested by the Investment Corporation.
(Note 2) Profit distribution yield is calculated by multiplying the expected profit distribution amount, which is calculated by deducting the expected return of investment amount to the Operator from the expected dividend amount in Note 1, by 49.1%, which is the holding percentage of the silent partnership equity interest invested by the Investment Corporation, and then dividing the result by estimated book value at the end of period of the silent partnership equity interest invested by the Investment Corporation.
(Note 3) Cash distribution yield and profit distribution yield are assumed as of July 18, 2025, and there is no guarantee that they will be consistent
with actual figures.
Term of the silent partnership agreement
Until July 31, 2032; provided, however, that this shall automatically be extended for one year unless the Operator or a silent partner notifies the other parties at least 90 days prior to the termination date of the Agreement (or the termination date of the extension period) that it will not extend the contract period. In addition, if the Operator's obligations pertaining to the borrowings have not been paid in full at the time such period expires, the term of the Agreement will
automatically be extended until the date such obligations are paid in full.
Summary of the Silent Partnership
(Note 1) The Operator is scheduled to acquire the underlying asset (the Trust Beneficiary Interest) on July 31, 2025.
(Note 2) The Trust Beneficiary Interest, etc. includes acquisition costs and silent partnerships formation costs. The appraisal value of the underlying real estate, calculated as one-
seventh co-ownership interest based on the appraisal value in the continuing appraisal of the three-sevenths co-ownership interest of the Property held by the Investment Corporation through the trust beneficiary interest, is 23,566 million yen.
(Note 3) The other silent partnership investors have not given their consent and are therefore not disclosed. The other silent partnership investors are domestic operating companies.
Calculation Period:
From October 1 to the end of December each year, from January 1 to the end of March of the following year, from April 1 to the end of June, and from July 1 to the end of September, however, that the first calculation period will be from the execution date of the Agreement until September 30, 2025, and the last calculation period will be until the termination date of the Agreement.
Distribution of Profit and Loss:
The Operator shall distribute the profit and loss for each calculation period pertaining to the business of the silent partnership as a distribution of profits and losses to the silent partners in proportion to the contribution percentage as of the last day of each calculation period; provided, however, that if the accumulated losses distributed to a silent partner exceed the silent partner's contribution, the silent
partner shall only bear the obligation within the scope its contribution.
Summary of Preferential Negotiation Right
Please see 4. in "Other Relevant Information" under "(2) Summary of the Property and Lease" below.
Summary of the Property and Lease
Property Name | Shinjuku Maynds Tower | |
Type of Specified Asset | Trust beneficiary interest in domestic real estate | |
Trustee | Mizuho Trust & Banking Co., Ltd. | |
Trust Period | From March 29, 2005 to September 30, 2025 | |
Location (Address) | 2-1-1 Yoyogi, Shibuya-ku, Tokyo | |
Use (Real Property Registry) | Office, shop | |
Ownership Form |
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Site Area (Real Property Registry) | 11,500.48 m2 | |
Total Floor Area (Real Property Registry) | 97,978.74 m2 | |
Structure (Real Property Registry) | Steel, steel framed reinforced concrete structure with flat roof, 34 stories above ground and 3 below. | |
Construction Date (Real Property Registry) | September 26, 1995 | |
Property Management Company | XYMAX Corporation | |
Probable Maximum Loss Level (Assessor) | 4.6% (Sompo Risk Management Inc.) | |
Appraisal Value (Appraisal Date) | 23,566 million yen (Note 2) (as of May 31, 2025) | |
Appraiser | JLL Morii Valuation & Advisory K.K. | |
Collateral | - A pledge (mortgage on the co-ownership interest if the trust terminates) is scheduled to be established on the trust beneficiary interest relating to the one-seventh co-ownership interest to be acquired by Operator, with the lender of the non-recourse loan to the Operator as the pledgee. | |
Summary of Tenants | ||
Total Number of Tenants | 44 | |
Rent Revenue | 540 million yen per month (May 2025) | |
Security Deposit and Guaranty | 4,496 million yen (May 31, 2025) | |
Total Leased Floor Space | 52,781.02 m2 | |
Total Leasable Floor Space | 53,178.32 m2 | |
Occupancy Rate | 99.2% | |
Other Relevant Information |
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