COACH HUDSON YARDS CASE STUDY NOVEMBER 21, 2013 CBRE

More than 500 Coach stores in N.A. and more than 300 directly-operated locations in Japan, China, Singapore, Taiwan, Malaysia. $15B MARKET CAP $5B SALES $2B NET WORTH $1B CASH 2013 COACH BACKGROUND Coach sold to Sara Lee for $30 million. 1985

2007: CBRE RETAINED

IN THE NEIGHBORHOOD GOAL 2007-2008: CRITERIA DEVELOPED

IN THE NEIGHBORHOOD EXISTING MANHATTAN BUILDINGS

IN THE NEIGHBORHOOD EXISTING MANHATTAN BUILDINGS

IN THE NEIGHBORHOOD LARGER THAN 500,000 RSF EXISTING MANHATTAN BUILDINGS

IN THE NEIGHBORHOOD FLOORPLATES >25,000 RSF LARGER THAN 500,000 RSF EXISTING MANHATTAN BUILDINGS

IN THE NEIGHBORHOOD GEOGRAPHICALLY ACCEPTABLE FLOORPLATES >25,000 RSF LARGER THAN 500,000 RSF EXISTING MANHATTAN BUILDINGS

IN THE NEIGHBORHOOD ACCEPTABLE IMAGE GEOGRAPHICALLY ACCEPTABLE FLOORPLATES >25,000 RSF LARGER THAN 500,000 RSF EXISTING MANHATTAN BUILDINGS

2009-2010: STUDYING THE MARKET

2005 EASTERN YARDS ZONING APPROVED HUDSON RAIL YARDS 2009 WESTERN YARDS ZONING APPROVED HUDSON RAIL YARDS

3.9M RSF Office 1.5M SF Residential 1.0M SF Retail 300,000 SF Hotel 200,000 SF Cultural EASTERN RAIL YARDS TERRA FIRMA

2008: RELATED SELECTED AS DEVELOPER

THERE WERE TWO HUDSON YARDS AND THEN

39,518 SF footprint Owned and optioned parcels 24 FAR 948,432 ZSF potential (1.1 RSF) 10 FAR - As of right 8 FAR - District Improvement Fund (cheap $) 6 FAR - HYDC (FMV) 40% PILOT discount if: First 5 mm ZSF > 1mm ZSF > 90% commercial use Alloy agrees to JV with Boston Properties ALLOY SITE

HUDSON YARDS 2009: PHASE I OF HIGHLINE OPENS

HUDSON YARDS BUT COACH EXECS NOT BELIEVERS

COACH

DEAL STRUCTURING USE / OPPORTUNITY COST OF $$ 

600,000-750,000 RSF Ownership – Condo Land price + cost of construction 40% PILOT Reduction THE BASICS

REED KRAKOFF THE VISION THING

TERM SHEET JV structure Land price Development fee Cost allocation methodology GMP Funding process/timing ERY CAM (phasing) Lobby/elevator bank Initial/future expansion Major approval areas (JV) Retail/office restrictions Holdover indemnity ROFN Exclusivity period

Sale to Related with closing upon Coach relocation WHAT ABOUT 516?

CELEBRATION #1 (SEPT. 2011): Letter of Intent

MORE TO DO Construction logistics Budgets – GMP, Coach specific item allowances Change order process Hurricane Sandy Related guarantees Project Labor Agreement (PLA) Condo dec and by laws Signage

CELEBRATION #2 (DEC. 2012): Groundbreaking

STAYING ON TRACK

Available 295,000 RSF SHOW ME THE OCCUPANCY FINANCING

THE CLOSING: April 10, 2013 MTA lease KIA equity JPMC equity Starwood loan MTA Intercreditor agreements SNDAS Escrow agreement Joint Venture agreement Development agreement Condo dec PSA for 516 Related guarantees Expansion lease L’Oreal lease SAP lease

CELEBRATION #3: The Cocktail Party (After the Closing) April 2013: 200+ Active Participants

COACH