T H E wat e r f r o n t at

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ng memorandum
 This is a confidential Memorandum intended solely
for your limited use and benefit in determining
whether you desire to express further interest in
the acquisition of The Waterfront at Westport
(“Property”). This Memorandum contains selected
information pertaining to the Property and does not
purport to be a representation of the state of affairs
of Westport Property Investments, LLC., (“Owner)
or the Property, to be all-inclusive or to contain all or
part of the information which prospective investors
may require evaluating a purchase of real property.
All financial projections and information are provided
for general reference purposes only and are based
on assumptions relating to the general economy,
market conditions, competition and other factors
beyond the control of the Owner and Cushman &
Wakefield. Therefore, all projections, assumptions
and other information provided and made herein
are subject to material variation. All references to
acreages, square footages and other measurements
are approximations. Additional information and an
opportunity to inspect the Property will be made
available to interested and qualified prospective
purchasers. Neither the Owner nor Cushman &
Wakefield, nor any of their respective directors,
officers, affiliates or representatives make any
representation or warranty, expressed or implied,
as to the accuracy or completeness of this
Memorandum or any of its contents and no legal
commitment or obligation shall arise by reason
of your receipt of this Memorandum or use of its
contents. The Owner expressly reserves the right,
the
sun rises
2 | THE WATERFRONT AT WESTPORT over
at its sole discretion, to reject any or all expressions
of interest or offers to purchase the Property, and/
or to terminate discussions with any entity at any
time with or without notice which may arise as a
result of review of this Memorandum. The Owner
shall have no legal commitment or obligation to any
entity reviewing this Memorandum or making an offer
to purchase the Property unless and until written
agreement(s) for the purchase of the Property have
been fully executed, delivered and approved by the
Owner and any conditions to the Owner’s obligations
therein have been satisfied or waived. By receipt of
this Memorandum, you agree that this Memorandum
and its contents are of a confidential nature, that you
will hold and treat it in the strictest confidence and
that you will not disclose this Memorandum or any
of its contents to any other entity without the prior
written authorization of the Owner or Cushman &
Wakefield. You also agree that you will not use this
Memorandum or any of its contents in any manner
detrimental to the interest of the Owner or Cushman
& Wakefield. In this Memorandum, certain documents,
including leases and other materials, are described in
summary form. These summaries do not purport to
be complete nor necessarily accurate descriptions
of the full agreements referenced. Interested parties
are expected to review all such summaries and other
documents of whatever nature independently and
not rely on the contents of this Memorandum in any
manner. If after reviewing this Memorandum, you have
no further interest in purchasing the Property, kindly
return this Memorandum to Cushman & Wakefield.
 THE

WAT E R F R O N T
at w e s t p o r t
THE OFFERING
Cushman & Wakefield (“Broker”), is pleased to
offer the opportunity to acquire a full or partial
interest in The Waterfront at Westport (“The
Waterfront”), a 43± acre waterfront development
opportunity in the City of Baltimore, Maryland.
The property consists of five contiguous, fully-
entitled land areas with an approved development
capacity of over 5 million square feet (msf). This
property is an irreplaceable asset representing
one of the largest waterfront assemblages on
the East Coast, further enhanced by its location
in a Federal Opportunity Zone, which affords
the purchaser significant investment and
development incentives.

3 | THE WATERFRONT AT WESTPORT

 THE

WAT E R F R O N T
at w e s t p o r t

LOCUST
POINT
PORT FORT
COVINGTON MCHENRY

F O RT
MCHENRY TUNNEL

NEL
TUN
BOR
HAR
ORE
TIM
BA L
4 | THE WATERFRONT AT WESTPORT
THE WATERFRONT AT WESTPORT
OWNER
Westport Property Investments, LLC.

investment highlights
Set on the spectacular Middle Branch of the Patapsco River, a tranquil body of water south of Baltimore’s
famed Inner Harbor, The Waterfront offers investors and developers the opportunity to be an integral part
of the next wave of Baltimore’s waterfront renaissance. With spectacular views of the downtown skyline
and harbor, and easy access to MD 295, I-95 and Baltimore/Washington International Thurgood Marshall
Airport (“BWI Airport”), the 43± acre parcel is a community development opportunity that complements
Port Covington, the adjacent, 177- acre former industrial property that is now being converted into a
world-class, mixed-use, transit-oriented waterfront district.

LOCATION
Known internationally for the Inner Harbor redevelopment that began Baltimore’s transformation in
the 1980’s from a manufacturing port city to a major tourist destination, the region now boasts the
third highest concentration of professional jobs in the United States. With Baltimore’s vibrant market
fundamentals, including strong job growth, phenomenal demographics and major employment centers,
it is not surprising it was recently named one of the “Hottest Startup Cities in the US” by Entrepreneur.
com, and “#1 Best Rental Market for Millennials in the US” by RealtyTrac.

SITE
Less than two miles south of Baltimore’s Central Business District, The Waterfront represents one of the
largest, single waterfront development opportunities in Baltimore’s history with ± 43 contiguous acres
and 3,200 linear feet of waterfront. Nestled among more than 100-acres of parkland surrounding the
Middle Branch, The Waterfront at Westport will also enjoy unique amenities including more than 10 miles
of recreation trails around the Middle Branch; on-site kayak and crew boat launch; and access to the 15-
mile Gwynns Falls Trail, the longest urban bike trail in the nation.

THE ULTIMATE MIX

At The Waterfront, developers will unlock a carefully planned community mix of retail, restaurants, hotels,
commercial office space, apartments, condominiums and townhomes, at the forefront of environmentally
friendly, mixed-use design. Westport’s master plan has been carefully developed over a 10-year period,
and supported by a PUD and site-specific overlay district memorialized in the recently completed
Transform Baltimore comprehensive zoning in 2017. The plan envisions a dynamic walkable and bikeable
community with both single and multifamily residential, office, and street level restaurants and retail. This
mix of properties will create lively streets and public spaces, with design guidelines that will ensure the
harmonious development of each parcel to create a unique live-work-play community.

5 | THE WATERFRONT AT WESTPORT

 The site is entitled through a Planned Unit Development (PUD) ordinance
allowing for the construction of up to 5.5 msf of new, mixed-use development
within the ± 43 acre site. The master plan and site plan received approval from
the City’s Urban Design and Architectural Advisory Panel (“UDAAP”), Site
Plan Review Committee (“SPRC”) and Planning Commission in 2007. Use
guidelines for the project were preliminarily approved by the City’s Planning
Commission, and confirmed through the establishment of the Westport
Overlay District in the Transform Baltimore legislation in 2017. With zoning in
place, and massing and uses already entitled, individual building parcels are
staged for final design approval through Baltimore City’s UDAAP, SPRC and
UDARP.

The project can be developed in multiple phases as illustrated on the

project plan as follows:

PHASE I
Phase I is currently planned to include parcels identified in Areas I, II &
III, shown on the Westport PUD plan with a mix of single and multifamily
residential, street-level retail and office uses. With office buildings busy by
day, and residential buildings busy at night, the first phase is designed to
showcase a true “24/7” lifestyle from the start.

PHASE II
Phase II is envisioned to start with Area IV to extend north from Wenburn
Street, incorporating denser commercial and office uses outlined in Areas
IV and V on the PUD plan. Connecting the phases with a central boulevard
and waterfront promenade will make The Waterfront at Westport a fully
integrated, walkable community.

Adding to its unique location and live-work-play ambiance is the unparalleled

transit-oriented development connections offered by the adjacent MTA light
rail stop and potential access to the Baltimore-Washington Rapid Rail (Maglev)
high-speed rail-line.

6 | THE WATERFRONT AT WESTPORT

WESTPORT
The Waterfront at WESTPORT FUTURE DEVELOPMENT Proposed Conceptual Development Plan

CBD

Camden Yards Inner

Harbor

M&T Bank
Stadium

PORT
COVINGTON
THE Proposed FOOTBRIDGE
WAT E R F R O N T
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MIDDLE BRANCH

MIDDLE BRANCH PARK

7 | THE WATERFRONT AT WESTPORT

WESTPORT
Planned unit development/site plan

8 | THE WATERFRONT AT WESTPORT

WESTPORT
Planned unit development/concept plan

9 | THE WATERFRONT AT WESTPORT

OFFERING GUIDELINES
The Waterfront at Westport is being marketed exclusively by Cushman & Wakefield to a select group of qualified
principals. The prospective purchaser will be selected by the Owner in consultation with Cushman & Wakefield on the
principal basis of a variety of factors among other things (i) price, (ii) certainty of closing, (iii) financial strength, (iv)
level of discretion to invest funds, and (v) relevant experience with high profile, mixed-use developments of this type.

The terms of this offering are all cash.

Depending on the nature of the bids received, the wining investor may be selected on the Initial Bid Due Date.
Alternatively, a select group of finalists may be chosen. In the event several finalists are chosen, specific instructions
on how to proceed will be given at that time, including the possibility of making available a form of purchase and sale
agreement.

The offering will be conducted according to the following timetable.

Offering Memorandum Distributed, Upon Receipt of Signed NDA — february 2020

Following the distribution of materials and access to The Waterfront data room, Cushman & Wakefield will be available
to assist prospective investors with on-site inspections of the Property and in the review of the information contained
in the Offering Memorandum.

Initial Bids Due — Date TBD

Bids from qualified investors are requested to be received by 5 p.m. EST on or before (date TBD). Such date will be
established and circulated to interested parties on or about April 1, 2020. All bids should be presented as net of all
transfer and recondition fees - buyer is responsible for these costs. Deliverables required from each investor include:

• A detailed outline of prospective contingencies and due diligence requirements;

• A detailed description of the investor as its source of capital for the acquisition; and

• A detailed schedule of the approval process for the capital source.

Seller reserves the right to alter the dates in its sole discretion.

10 | THE WATERFRONT AT WESTPORT

 THE

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PROPERTY INQUIRIES & TOURS

DAVID BAIRD david gillece MICHAEL DENISE
managing director executive managing director STRATEGIC ADVISORY SERVICES
+1 410 685 9240 +1 410 347 7568 +1 410 347 7548
david.baird@cushwake.com david.Gillece@cushwake.com MICHAEL.DENISE@cushwake.com

©2018 Cushman & Wakefield. All rights reserved. The material in this presentation has been prepared solely for information purposes, and is strictly confidential. Any disclosure,
use, copying or circulation of this presentation (or the information contained within it) is strictly prohibited, unless you have obtained Cushman & Wakefield’s prior written
consent. The views expressed in this presentation are the views of the author and do not necessarily reflect the views of Cushman & Wakefield. Neither this presentation
nor any part of it shall form the basis of, or be relied upon in connection with any offer, or act as an inducement to enter into any contract or commitment whatsoever. NO
REPRESENTATION OR WARRANTY IS GIVEN, EXPRESS OR IMPLIED, AS TO THE ACCURACY OF THE INFORMATION CONTAINED WITHIN THIS PRESENTATION, AND
CUSHMAN & WAKEFIELD IS UNDER NO OBLIGATION TO SUBSEQUENTLY CORRECT IT IN THE EVENT OF ERRORS.