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BROWARD COUNTY BB&T CENTER MARKET AND FINANCIAL ANALYSIS OF BB&T CENTER WITHOUT THE FLORIDA PANTHERS PREPARED BY: STIFEL, NICOLAUS & COMPANY, INC. BARRETT SPORTS GROUP, LLC OCTOBER 13, 2015

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BROWARD COUNTY BB&T CENTER

MARKET AND FINANCIAL ANALYSIS OF BB&T CENTER WITHOUT THE FLORIDA

PANTHERS

PREPARED BY: STIFEL, NICOLAUS & COMPANY, INC.

BARRETT SPORTS GROUP, LLC

OCTOBER 13, 2015

Page 1

I. INTRODUCTION

II. EXECUTIVE SUMMARY

III. BB&T CENTER OVERVIEW

IV. MARKET ANALYSIS

V. FINANCIAL ANALYSIS

VI. ECONOMIC IMPACT ANALYSIS

VII. POTENTIAL FUNDING OPTIONS

VIII. OTHER CONSIDERATIONS APPENDIX A: COMPARABLE ARENAS – CASE STUDIES APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS APPENDIX C: FINANCIAL ANALYSIS – 15 YEAR ESTIMATE LIMITING CONDITIONS AND ASSUMPTIONS

TABLE OF CONTENTS

I. INTRODUCTION

Page 3

Overview

Stifel, Nicolaus & Company, Inc. and Barrett Sports Group, LLC (Hereinafter Referred to as the Consulting Team) are Pleased to Present Our Preliminary Findings and Observations to Broward County (County) – Initial Draft Prepared as of March 12, 2015

The Consulting Team was Retained by the County to Provide Financial Advisory Services in Connection with the BB&T Center (or Arena) and to Assist the County in On-Going Discussions with the Florida Panthers (Panthers)

It has been Well Reported that the Panthers have Experienced Financial Difficulties and New Ownership is Seeking Arena Lease Concessions/Relief from the County

As Part of the County’s Due Diligence Process, the Consulting Team was Asked to Examine the Potential Performance of the BB&T Center in the Event the Panthers are No Longer a Tenant in the Arena

It Should be Noted that the Findings Herein are Somewhat Limited Since the Contract Scope of Services Did Not Include Market Surveys and/or Focus Group Sessions – Consideration Could be Given to Completing these Tasks in the Future

I . INTRODUCTION

Page 4

Completed Tasks

The Consulting Team Completed the Following Major Tasks (Assuming Panthers No Longer a Tenant) Demographic Overview Comparable Market Analysis Competitive Market Analysis Reviewed BB&T Center Historical Performance and Key Agreements Reviewed Historical Performance of Comparable Facilities Considered Potential Arena Users Interviewed Representatives of Potential Arena Users Interviewed Local/Regional/National Promoters Developed Arena Operating Profile (Events/Attendance/Etc.) Prepared Arena Financial Analysis (Including Sensitivities) Completed Economic/Fiscal Impact Analysis Conducted On-Site Surveys to Estimate Out-of-Arena Spending

Provided Overview of Arena Management Options Prepared Arena Alternative Use Case Studies Reviewed Recent NHL/NBA Restructured Lease Agreements Identified Potential Sources to Fund Operations Debt Service Capital Repairs/Maintenance

I . INTRODUCTION

II. EXECUTIVE SUMMARY

Page 6

BB&T Center Overview – Background

The BB&T Center is Owned by the County and Operated by Arena Operating Company, Ltd. (AOC), an Affiliate of the Panthers, and Subsidiary of Sunrise Sports & Entertainment (SS&E)

Arena Opened in 1998 at a Total Development Cost of Approximately $221.1 Million (Including Cost Overruns and Financing Costs)

Arena Located Adjacent to the Sawgrass Mills Mall in a Developed Commercial and Residential Area

Arena Designed for Professional Hockey, Sports, Entertainment, and Other Community Events

BB&T Center Characteristics

872,000 Square Feet 20,763 Seats (Maximum) / 19,250 (Hockey) 72 Suites & Loge Boxes / Up to 3,121 Club Seats 7,200 Parking Spaces

Since 1998, Arena has had Several Different Names (National Car Rental Center, Office Depot

Center, BankAtlantic Center)

II. EXECUTIVE SUMMARY

Page 7

BB&T Center Overview – Summary of Major Agreements

Arena is Operated by AOC and is Governed by the 1996 Operating Agreement with County that Expires in 2028

The Team License Agreement also Expires in 2028 and Includes Certain Non-Relocation Provisions

AOC and Live Nation have a Booking Agreement that Provides Live Nation Certain Rights as the Preferred Promoter for Arena Events. The Agreement Expires in 2018.

Arena Concessionaire is Centerplate and the Agreement Expires in 2022

Ticketmaster Provides Ticketing Services for Arena through an Agreement that Expires in 2016

The Naming Rights Partner is BB&T, whose Sponsorship Agreement Runs through 2022

Luxury Suite Contracts Generally Expire by 2017 and Club Seat Contracts Generally Expire by 2016

Major Agreements Generally Contain Provisions Allowing for Termination in the Event of Material Changes to the Conditions at the Arena, Such as Departure of the NHL Tenant

II. EXECUTIVE SUMMARY

Page 8

BB&T Center Overview – Total Events

Total Number of Events has Averaged Approximately 110 from 2010 to 2014 – Based on Calendar Year

Excluding Hockey, BB&T Center Hosted 72 Events in 2014 – Based on Calendar Year

II. EXECUTIVE SUMMARY

Events 2010 2011 2012 2013 2014Large Concert 14 10 11 11 15Small Concert 6 10 12 16 9Hockey 38 47 26 47 38Family 21 21 18 19 21Action Sports 4 4 4 8 3Graduation 4 9 9 8 6Other Sports 3 2 1 1 1Circus 0 16 14 8 0Private Rentals 5 5 4 4 17Total 95 124 99 122 110Source: Arena Operating Company.

Page 9

BB&T Center Overview – Non-Hockey Events and Turnstile Attendance BB&T Center has Averaged Over 525,000 in Turnstile Attendance Over the Past Four Years for Non-

Hockey Events – Based on Fiscal Year

II. EXECUTIVE SUMMARY

FYE June Concert Family Show Sports Graduation Other Total2011 265,450 99,301 12,421 34,993 33,515 445,6802012 214,942 205,998 29,279 50,367 15,125 515,7112013 282,176 163,949 8,940 45,733 20,044 520,8422014 297,835 166,747 17,097 35,868 100,844 618,391Average 265,101 158,999 16,934 41,740 42,382 525,156Source: Arena Operating Company.

FYE June Concert Family Show Sports Graduation Other Total2011 22 18 1 7 6 542012 17 39 6 10 4 762013 27 35 2 8 4 762014 26 25 6 5 10 72Average 23 29 4 8 6 70Source: Arena Operating Company.

Non-Hockey Event Counts

Non-Hockey Event Turnstile Attendance

Page 10

BB&T Center Overview – Historical Financials (Summary)

AOC Reported Net Income Decreased in FY 2013 Due to the NHL Lockout

II. EXECUTIVE SUMMARY

Average CAGRFY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14 FY 2010-14

Revenues - Total $36,712,336 $40,660,082 $39,670,028 $40,026,126 $46,826,074 $40,778,929 6.3%

Operating Expenses - Total $24,258,920 $25,575,490 $24,431,506 $30,281,824 $34,740,994 $27,857,747 9.4%

Operating Income Before Broward County and Other Obligations $12,453,416 $15,084,592 $15,238,522 $9,744,302 $12,085,080 $12,921,182 -0.7%

Broward County and Other ObligationsCounty Preferred Revenue Allocation $4,023,000 $3,999,067 $4,102,280 $4,068,512 $4,059,474 $4,050,467 0.2%Florida Department of Transportation $898,233 $767,288 $806,003 $652,597 $620,294 $748,883 -8.8%Tourist Development Corp. Obligation $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 0.0%

Broward County and Other Obligations - Total $5,421,233 $5,266,355 $5,408,283 $5,221,109 $5,179,768 $5,299,350 -1.1%

Interest Expense $163,935 $271,306 $351,629 $454,903 $401,306 $328,616 25.1%

Net Income $6,868,248 $9,546,931 $9,478,610 $4,068,290 $6,504,006 $7,293,217 -1.4%Source: Arena Operating Company, Ltd. Audited Financial Statements.

Page 11

BB&T Center Overview – Historical Financials (Detail)

AOC Reported Net Income Averaging Approximately $7.3 Million from 2010 to 2014 Net Income Ranged from a Low of Approximately $4.1 Million to a High of Approximately $9.5

Million

II. EXECUTIVE SUMMARY

Average CAGRFY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14 FY 2010-14

RevenuesHockey Event-Related Revenues

Club Seat Tickets $3,522,961 $4,244,134 $4,873,129 $5,046,735 $7,585,915 $5,054,575 21.1%Parking $971,094 $1,243,689 $1,360,184 $851,994 $964,335 $1,078,259 -0.2%Food and Beverage Concessions $1,860,915 $2,045,532 $2,276,573 $1,565,492 $2,218,375 $1,993,377 4.5%Other $1,855,866 $1,850,793 $2,055,396 $1,491,464 $1,622,888 $1,775,281 -3.3%

Hockey Event-Related Revenues - Total $8,210,836 $9,384,148 $10,565,282 $8,955,685 $12,391,513 $9,901,493 10.8%Non-Hockey Events $8,899,033 $9,447,915 $9,166,233 $11,624,402 $14,154,912 $10,658,499 12.3%Suite Rentals $7,273,041 $7,028,637 $6,525,656 $5,102,072 $4,617,262 $6,109,334 -10.7%Sponsorships $7,196,162 $8,531,999 $5,716,436 $6,268,709 $5,199,231 $6,582,507 -7.8%Other $5,133,264 $6,267,383 $7,696,421 $8,075,258 $10,463,156 $7,527,096 19.5%

Revenues - Total $36,712,336 $40,660,082 $39,670,028 $40,026,126 $46,826,074 $40,778,929 6.3%

Operating ExpensesHockey Events $2,211,913 $2,158,568 $2,263,283 $1,104,599 $3,003,107 $2,148,294 7.9%Non-Hockey Events $6,814,724 $7,667,576 $7,598,883 $10,396,003 $11,575,939 $8,810,625 14.2%Repairs and Maintenance $414,422 $473,213 $693,022 $687,266 $963,069 $646,198 23.5%Utilities $2,250,200 $2,503,815 $2,299,632 $2,292,955 $2,534,671 $2,376,255 3.0%Selling, General and Administrative $12,567,661 $12,772,318 $11,576,686 $15,801,001 $16,664,208 $13,876,375 7.3%

Operating Expenses - Total $24,258,920 $25,575,490 $24,431,506 $30,281,824 $34,740,994 $27,857,747 9.4%

Operating Income Before Broward County and Other Obligations $12,453,416 $15,084,592 $15,238,522 $9,744,302 $12,085,080 $12,921,182 -0.7%

Broward County and Other ObligationsCounty Preferred Revenue Allocation $4,023,000 $3,999,067 $4,102,280 $4,068,512 $4,059,474 $4,050,467 0.2%Florida Department of Transportation $898,233 $767,288 $806,003 $652,597 $620,294 $748,883 -8.8%Tourist Development Corp. Obligation $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 0.0%

Broward County and Other Obligations - Total $5,421,233 $5,266,355 $5,408,283 $5,221,109 $5,179,768 $5,299,350 -1.1%

Interest Expense $163,935 $271,306 $351,629 $454,903 $401,306 $328,616 25.1%

Net Income $6,868,248 $9,546,931 $9,478,610 $4,068,290 $6,504,006 $7,293,217 -1.4%Source: Arena Operating Company, Ltd. Audited Financial Statements.

Page 12

Market Analysis – Demographics

Market Area Size and Characteristics will have an Impact on Market Support and the Potential Demand for Arena Events

Broward County is Located in the Miami-Fort Lauderdale et al, FL CBSA

The Consulting Team has Summarized the Market Characteristics of the 20 Largest Markets in the U.S. to Better Understand Opportunities and Constraints

II. EXECUTIVE SUMMARY

New York-Newark et al, NY-NJ-PA San Francisco-Oakland et al, CA

Los Angeles-Long Beach et al, CA Phoenix-Mesa-Scottsdale, AZChicago et al, IL-IN-WI Riverside et al, CADallas-Fort Worth-Arlington, TX Detroit-Warren-Dearborn, MIHouston-The Woodlands et al, TX Seattle-Tacoma-Bellevue, WAWashington et al, DC-VA-MD-WV Minneapolis et al, MN-WIPhiladelphia et al, PA-NJ-DE-MD San Diego-Carlsbad, CAMiami-Fort Lauderdale et al, FL Tampa-St. Petersburg et al, FLAtlanta-Sandy Springs et al, GA St. Louis, MO-ILBoston-Cambridge-Newton, MA-NH Baltimore-Columbia-Towson, MD

CBSA Overview - Top-20

Page 13

Market Analysis – Arena Inventory

Among the 20 Largest Markets, the Majority Have Two or More Arenas

In Many Cases, as in South Florida, One Arena is Located Downtown and One is Located in a More Suburban Location (Los Angeles, Phoenix, Detroit, Etc.)

II. EXECUTIVE SUMMARY

Market

New York-Newark et al, NY-NJ-PA Madison Square Garden Barclays CenterLos Angeles-Long Beach et al, CA Staples Center Honda CenterChicago et al, IL-IN-WI United Center Allstate ArenaDallas-Fort Worth-Arlington, TX American Airlines CenterHouston-The Woodlands et al, TX Toyota CenterWashington et al, DC-VA-MD-WV Verizon Center Xfinity CenterPhiladelphia et al, PA-NJ-DE-MD Wells Fargo Center Liacouras CenterMiami-Fort Lauderdale et al, FL BB&T Center AmericanAirlines ArenaAtlanta-Sandy Springs et al, GA Philips Arena The Arena at Gwinnett CenterBoston-Cambridge-Newton, MA-NH TD GardenSan Francisco-Oakland et al, CA Oracle ArenaPhoenix-Mesa-Scottsdale, AZ Talking Stick Resort Arena Gila River ArenaRiverside et al, CA Citizens Bank ArenaDetroit-Warren-Dearborn, MI New Red Wings Arena The Palace of Auburn HillsSeattle-Tacoma-Bellevue, WA KeyArena Tacoma DomeMinneapolis et al, MN-WI Target Center Xcel CenterSan Diego-Carlsbad, CA Valley View Casino Center Viejas ArenaTampa-St. Petersburg et al, FL Amalie ArenaSt. Louis, MO-IL Scottrade Center Chaifetz ArenaBaltimore-Columbia-Towson, MD Royal Farms ArenaSource: Industry research.

Primary Arenas

Page 14

Market Analysis – Demographics

Limited Demographic Overview – Provided for Illustrative Purposes

Miami-Fort Lauderdale is the 8th Largest CBSA in the U.S.

Miami-Fort Lauderdale is Below Average in Terms of Income Measurements

Miami-Fort Lauderdale has an Older than Average Population and a Higher Unemployment Rate as Compared to the Market Average

Miami-Fort Lauderdale is Below the Average in Terms of Media Market and Corporate Base Measurements

II. EXECUTIVE SUMMARY

Statistical Measure MiamiRank of 20

Top 20 Average - (1)

2015 Population (000s) 5,926.2 8 6,087.4 2020 Population (000s) 6,303.8 7 6,338.4 Est. % Growth 2015-20 6.37% 4 4.37%

2015 Households (000s) 2,226.1 8 2,226.9 2020 Households (000s) 2,367.6 7 2,322.7 Est. % Growth 2015-20 6.35% 6 4.57%

Average Household Income $69,302 17 $85,277Median Household Income $47,423 19 $62,609High Income Households (000s) 447.3 12 654.0

Average Age 40.8 19 38.1Median Age 40.7 19 37.4

Unemployment Rate 5.6% 12 5.3%

Economy Size (GDP - Billions) $281.1 12 $393.5

TV Population 3,842.0 16 6,924.3 Radio Population 3,906.2 11 5,088.1

Companies w/ $20+mm Sales 1,638 11 2,161Companies w/ $50+mm Sales 629 13 908Companies w/ $100+mm Sales 324 13 533Companies w/ 500+ Employees 304 12 450

Top 20 Market Summary - CBSA Designation Overview

Sources: Claritas 2015, Sitewise 2014, Arbitron 2014, Hoovers 2014, TV Basics 2014, BLS 2015, and U.S. BEA.

(1) - Average excludes Miami.

Page 15

Market Analysis – Demographics: General Observations Miami-Fort Lauderdale is Generally a Strong Market in Terms of Population and Households

Miami-Fort Lauderdale has Strong Expected Population Growth Over Next 10 Years

Relative Weakness in Median Household Income is Somewhat Offset by Relatively High

Percentage of High Income Households in Miami-Fort Lauderdale

Miami-Fort Lauderdale Generally has an Older Population than the Comparable Markets

In Terms of Population Per Seat and Luxury Suites Per Company, the Miami-Fort Lauderdale Market is Not Overly Saturated as Compared to the Largest 20 U.S. Markets – In Terms of High Income Households to Club Seats, the Market Does Not Rank Favorably

Miami-Fort Lauderdale Benefits from being a Strong Tourist Market – Could Impact Arena Demand for Certain Events (Over 13 Million Tourists to Broward County in 2013)

II. EXECUTIVE SUMMARY

Page 16

Market Analysis – Competitive Facilities

Existing and Planned Inventory of Arenas/Stadiums in the Miami-Fort Lauderdale Market Provide Competition

Direct Competition from Comparable Arenas, as well as Indirect Competition from Stadiums, Amphitheaters, Performing Arts Centers (to a Lesser Degree), and Other Entertainment Alternatives Must be Considered

Patrons Events/Tenants Advertising/Sponsorships Premium Seating Other

II. EXECUTIVE SUMMARY

Page 17

Market Analysis – Competitive Facilities

Numerous Competitive Facilities in the Market, Including

AmericanAirlines Arena Hard Rock Live Arena Perfect Vodka Amphitheatre BankUnited Center Sun Life Stadium Marlins Stadium

Significant Inventory/Supply of Sponsorship Opportunities and Premium Seating (Luxury Suites/Club

Seats) in Market Area

AmericanAirlines Arena in Downtown Miami Provides the Most Significant Competition to BB&T Center

II. EXECUTIVE SUMMARY

Page 18

Market Analysis – Promoter/User Interviews Miami-Fort Lauderdale Considered a Very Strong Concert Market – High Level of Competition for Acts, Particularly

During Outdoor Concert Season

Alternative Concert Venues Such as the Hard Rock Live Arena and Perfect Vodka Amphitheatre Impact Economics of Two Main Arenas

Promoters Report Very Strong Competition Between the BB&T Center and AmericanAirlines Arena, Resulting in

Relatively High Performer Shares, Leaving Smaller Shares for the Arenas and Promoters

Promoters Indicated that BB&T Center and AmericanAirlines Arena Perform Similarly as Music Venues – No Major Difference in Economics

Promoters Indicated They Generally have Little Trouble Booking Desirable Dates Year Round – Promoters

Generally Do Not have to Settle for Non-Preferred Dates

One Promoter Strongly Cautioned that his Show Promoters Would Look Less Favorably at BB&T Center Without the Panthers Because of the Lack of a Strong Season Ticket Holder Database to Market Events Going Forward

One Promoter Commented that Without the Panthers, BB&T Center will Need to Market Itself Aggressively to Maintain its Brand as a Top Tier Venue on Par with AmericanAirlines Arena

One Promoter Commented that the Age of BB&T Center is a Concern and Indicated that Capital Repairs/Maintenance Need to be Diligently Performed to Keep the Building from Starting to Deteriorate in Terms of Performance

II. EXECUTIVE SUMMARY

Page 19

Market Analysis – Market Share

Market Share for Non-Tenant Events is Typically a Function of Numerous Factors, Including Facility Location/Demographics Facility Availability (Preference for Weekend Nights/Seasonal and Routing Preferences) Facility Economics/Contract Terms Facility Characteristics/Capacity

Market Share Between the BB&T Center and AmericanAirlines Arena for Events (Pollstar Reported) has Stabilized Since 2009 – Excluding Latin Acts, BB&T Center has a Slight Edge in Market Share

II. EXECUTIVE SUMMARY

0%

50%

100%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

BB&T vs AAA Market Share over Time

by Ticket Revenues by Show Count by Attendance

Greater BB&T Market Share

Greater AAA Market Share

Source: Pollstar Event Reports

Page 20

Market Analysis – Market Share (Opportunities)

The Consulting Team Examined the Performance of Events on Each Night of the Week as Compared to that Tour’s National Average from 2006-2013 as Reported by Pollstar

All Performances: 98% of National Average Friday – Sunday Performances: 100% of National Average Monday – Thursday Performances: 93% of National Average

It is Estimated that Potential Economic Gains Due to Capture of AmericanAirlines Arena Events

Historically Occurring During Panthers Games Could Approach $300,000-$600,000 Per Year, If BB&T Center were able to Capture All Such Events

In Addition to Potential Market Share Capture, it is Estimated that Potential Economic Gains Due to

Increased Scheduling of Weekend Shows Without the Panthers Could Approach $50,000-$100,000, Depending on the Mix of Shows and Scheduling

II. EXECUTIVE SUMMARY

Page 21

Market Analysis – Potential Users/Tenants

In Addition to Events Such as Concerts, Family Shows, and Community Events, Many Arenas Often Include One or More Anchor Tenants

BB&T Center Could Consider the Potential of a Replacement Anchor Tenant – Minor League Team

Candidate League Would Likely have a Presence in the Southeast and Team Available to Relocate or a Desire to Expand

Advantages of an Anchor Tenant Could Include

Stabilizing Revenue Streams During the Year and Across Years Increased Activity/Exposure of Arena Increases Sponsorship and Naming Rights Demand Ticket Buyer Database to Promote Concerts and Other Events

Certain Arena Operators Prefer to Operate Arenas with No Minor League Tenants to Provide More

Flexible Scheduling Opportunities for More Profitable Events

II. EXECUTIVE SUMMARY

Page 22

Market Analysis – Potential Users/Tenants

The Consulting Team Contacted Representatives of Candidate Leagues – Limited Opportunities to “Replace” Panthers with an Anchor Tenant

AHL Leadership Reported Limited Interest in the Market, but Challenges in Adding a Single Florida Team and Following an NHL Team in an NHL-Sized Arena Represented Significant Challenges

ECHL Leadership Reported Some Interest in Upgrading One of its Teams to a Stronger Market, but Expressed Reservations Because of its General Desire to Seek Mid-Level Markets and Smaller Arenas

AFL Leadership Report a Strong Interest in the Market and a Desire to Expand in the Near Future

D-League and WNBA Would Require Coordination with the Miami Heat/NBA

The Consulting Team Also Considered Convention/Trade Show Opportunities and Potential Synergies with the Broward County Convention Center – Limited Opportunities Given Distance

Consideration was Also Given to Identifying a "Megachurch" as an Operator – Limited Track Record of Success with this Scenario

II. EXECUTIVE SUMMARY

Page 23

Financial Analysis – Overview

The Consulting Team Developed Financial and Operating Assumptions for the BB&T Center to Understand the Potential Net Cash Flow from Operations Without the Panthers

The Consulting Team has Made Significant Assumptions Related to Arena Operating Revenues and Expenses

Although Assumptions Appear Reasonable Based on Current and Anticipated Market Conditions, Actual Results Depend on Actions of Arena, Management, Tenants, and Other Factors Both Internal and External to Project, which Frequently Vary

It is Important to Note that Because Events and Circumstances May Not Occur as Expected, there May be Significant Differences Between Actual Results and those Estimated in this Analysis, and those Differences May Be Material

The Consulting Team Reviewed Historical Operating Performance of the BB&T Center and Utilized Comparable Arena Information from Our Proprietary Internal Database to Develop Key Assumptions

Information Obtained from Numerous Sources Including Comparable Facilities, Industry Sources, Etc. In Order to Obtain Accurate and Relevant Information, the Consulting Team Agreed to Maintain

Confidentiality of Arenas

As Noted Previously, Findings are Limited in Nature as the Consulting Team has Not Completed General Public/Corporate Surveys or Focus Groups

II. EXECUTIVE SUMMARY

Page 24

Financial Analysis – Comparable Arena Overview

The Consulting Team Identified 18 Arenas to be “Comparable” to BB&T Center Without a NHL Tenant

Comparable Arenas were Selected Based on Some or All of the Following Factors Physical Characteristics Age Size Amenities

Operating Characteristics Tenant Mix (No NHL or NBA Tenant) Competing Arena in Market

Other Characteristics Market Location

II. EXECUTIVE SUMMARY

Page 25

Financial Analysis – Comparable Arena Market Demographics

The Selected Comparable Arenas and CBSA Market are Summarized Below

Evaluated Demographics of Comparable Arena Markets Core Base Statistical Area (CBSA) Designation 30 Mile Geographic Ring Designation

II. EXECUTIVE SUMMARY

Arena Market Built Capacity Suites Club Seats Tenants

KeyArena Seattle-Tacoma-Bellevue, WA 1962/1995 17,000 48 2,439 WNBA, UniversityThe Forum Los Angeles-Long Beach et al, CA 1967/1988/2014 17,500 TBD TBD NAIZOD Center - (1) New York-Newark et al, NY-NJ-PA 1981 20,049 29 TBD NAAllstate Arena Chicago et al, IL-IN-WI 1980/2000 17,500 48 0 AHL, WNBAThe Arena at Gwinnett Center Atlanta-Sandy Springs et al, GA 2003 13,100 36 1,388 ECHLU.S. Bank Arena Cincinnati, OH-KY-IN 1975/1997 12,823 39 0 ECHLSprint Center Kansas City, MO-KS 2007 18,630 72 1,706 NAJacksonville Veterans Memorial Arena Jacksonville, FL 2003 15,000 36 2,064 AFL, UniversityKFC Yum! Center Louisville et al, KY-IN 2010 22,000 75 2,854 UniversityBOK Center Tulsa, OK 2008 19,199 38 682 WNBA, ECHLCenturyLink Center Omaha Omaha-Council Bluffs, NE-IA 2003 18,000 32 1,223 UniversityColonial Life Arena Columbia, SC 2002 18,000 45 300 UniversityGreensboro Coliseum Greensboro-High Point, NC 1959/1990/2016 23,500 24 TBD UniversityTacoma Dome Seattle-Tacoma-Bellevue, WA 1983 23,000 TBD TBD NAVerizon Arena Little Rock et al, AR 1999 18,000 32 0 NAIntrust Bank Arena Wichita, KS 2010 15,000 22 150 CHL, CIFWells Fargo Arena Des Moines-West Des Moines, IA 2005 16,110 36 630 D-League, AHL, IFLPinnacle Bank Arena Lincoln, NE 2013 16,000 36 832 University(1) IZOD Center is expected to close in 2015.Source: Resource Guide Live, Industry Research.

Page 26

Financial Analysis – Summary of Cash Flows

Base case assumes no major or

minor league tenant

Debt service – not included Arena Debt ($14.0 million) Completion Bonds

($620,000) FDOT ($675,000) CVB ($500,000)

Capital expenditures – not

included Annual amounts will

fluctuate

II. EXECUTIVE SUMMARY

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5

Number of Events 86 86 86 86 86Annual Paid Attendance (000s) 531 531 531 531 531

OPERATING REVENUES (Net)Total Rental Revenue $1,576 $1,639 $1,704 $1,772 $1,843Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391Advertising 1,275 1,320 1,366 1,414 1,463Naming Rights 510 530 552 574 597Concessions 1,993 2,052 2,114 2,177 2,243Novelties 19 20 21 21 22Parking 1,597 1,645 1,694 1,745 1,797Other (Facility Fee/Rebate/Etc.) 1,768 1,768 1,768 1,768 1,768

TOTAL REVENUES $9,954 $10,231 $10,519 $10,816 $11,124

OPERATING EXPENSESArena Operating Expenses

Staffing $2,834 $2,919 $3,007 $3,097 $3,190General and Administrative 3,265 3,363 3,464 3,568 3,675Utilities 1,800 1,854 1,910 1,967 2,026Management Fee 200 206 212 219 225Non-Recoverable Event Related Expenses 500 515 530 546 562

TOTAL EXPENSES $8,599 $8,857 $9,122 $9,396 $9,677

NET CASH FLOW $1,355 $1,374 $1,396 $1,420 $1,446

Page 27

Financial Analysis – Sensitivity Matrix (Base Case) Sensitivities in the Following Table

Illustrate Potential Fluctuations in Net Cash Flow

Base case assumes no major or minor

league tenant

Debt service – not included Arena Debt ($14.0 million) Completion Bonds ($620,000) FDOT ($675,000) CVB ($500,000)

Capital expenditures – not included Annual amounts will fluctuate

II. EXECUTIVE SUMMARY

NET CASHFLOW

BASE CASE $1,355

ADJUSTEDASSUMPTION ADJUSTMENT NET IMPACT CASH FLOW

Number of Other Events Increase 10% $695 $2,050Decrease (10%) ($695) $659

Average Paid AttendanceIncrease 10% $587 $1,941Decrease (10%) ($612) $742

Premium Seating - Average PriceIncrease 10% $122 $1,476Decrease (10%) ($122) $1,233

Premium Seating - OccupancyIncrease 10% $122 $1,476Decrease (10%) ($122) $1,233

Advertising/Naming Rights RevenueIncrease 10% $179 $1,533Decrease (10%) ($179) $1,176

Concessions/Novelties Per CapitasIncrease 10% $201 $1,556Decrease (10%) ($201) $1,153

Operating ExpensesIncrease 10% ($860) $495Decrease (10%) $860 $2,214

SENSITIVITY ANALYSIS

Page 28

Financial Analysis Sensitivity #1 – Arena with ECHL Tenant Major Assumptions/Variances from

Base Case Cash Flow Include 36 ECHL Events Decrease Major Concerts by 1 Decrease Minor Concerts by 1 Decrease Family Shows by 1 Increase Naming Rights Revenue by

$75,000 (Gross) Increase Advertising Revenue by

$75,000 (Gross) Increase Utilities Expense by

$250,000 Increase Staffing and G&A

Expenses by 5.0%

II. EXECUTIVE SUMMARY

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5

Number of Events 119 119 119 119 119Annual Paid Attendance (000s) 651 651 651 651 651

OPERATING REVENUES (Net)Total Rental Revenue $1,494 $1,553 $1,615 $1,680 $1,747Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391Advertising 1,339 1,386 1,434 1,484 1,536Naming Rights 574 597 621 645 671Concessions 1,981 2,040 2,102 2,165 2,229Novelties 19 20 21 21 22Parking 1,708 1,759 1,812 1,866 1,922Other (Facility Fee/Rebate/Etc.) 2,202 2,202 2,202 2,202 2,202

TOTAL REVENUES $10,532 $10,814 $11,106 $11,408 $11,720

OPERATING EXPENSESArena Operating Expenses

Staffing $2,976 $3,065 $3,157 $3,252 $3,349General and Administrative 3,428 3,531 3,637 3,746 3,859Utilities 2,050 2,112 2,175 2,240 2,307Management Fee 200 206 212 219 225Non-Recoverable Event Related Expenses 500 515 530 546 562

TOTAL EXPENSES $9,154 $9,429 $9,711 $10,002 $10,302

NET CASH FLOW $1,378 $1,385 $1,395 $1,406 $1,418

Page 29

Financial Analysis Sensitivity #2 – Arena with AFL Tenant Major Assumptions/Variances from

Base Case Cash Flow Include 9 AFL Events Decrease Minor Concerts by 1 Decrease Family Shows by 1

II. EXECUTIVE SUMMARY

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5

Number of Events 93 93 93 93 93Annual Paid Attendance (000s) 562 562 562 562 562

OPERATING REVENUES (Net)Total Rental Revenue $1,547 $1,608 $1,673 $1,739 $1,809Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391Advertising 1,275 1,320 1,366 1,414 1,463Naming Rights 510 530 552 574 597Concessions 1,980 2,039 2,100 2,163 2,228Novelties 19 20 21 21 22Parking 1,620 1,668 1,718 1,770 1,823Other (Facility Fee/Rebate/Etc.) 1,881 1,881 1,881 1,881 1,881

TOTAL REVENUES $10,047 $10,324 $10,611 $10,907 $11,214

OPERATING EXPENSESArena Operating Expenses

Staffing $2,834 $2,919 $3,007 $3,097 $3,190General and Administrative 3,265 3,363 3,464 3,568 3,675Utilities 1,800 1,854 1,910 1,967 2,026Management Fee 200 206 212 219 225Non-Recoverable Event Related Expenses 500 515 530 546 562

TOTAL EXPENSES $8,599 $8,857 $9,122 $9,396 $9,677

NET CASH FLOW $1,448 $1,467 $1,488 $1,511 $1,536

Page 30

Capital Repairs and Replacement – Historical

This Table Summarizes Historical Capital Repair and Improvement Expenditures from County-Approved Annual Budgets

Average Annual Capital Investment was Approximately $2.2 Million Per Year Since 2003

The Approved Capital Budget for 2015 of Just Under $1.0 Million is Included in the 2010-2015 Average of $2.7 Million

II. EXECUTIVE SUMMARY

Year Capital Repair and Improvement Item Amount

2003 Signage and Video Upgrades $260,000Black Velvet Lounge $249,700

2005 Sinatra Theatre $504,0002006 Cruzan Bar and ADT Club $1,268,7502007 Security System Upgrade $361,800

Captain's Club/Duffy's $1,242,700Kid's Corner $83,195Carpet Replacement $535,875

2008 Ice/Dehumidifier $448,000Point-of-Sale System $514,000

2009 Roof Mitigation $150,000Sound System Upgrade $1,107,000Outdoor Marquees $2,492,000

2010 Den of Honor $287,300Public Artwork $85,700

2011 LED Equipment $1,400,000Cooling Tower Improvements $790,000

2012 Club Red, Suite Level and Loge Improvements $7,744,900Pantherland $494,315

2013 Scoreboard and Control Room $4,127,5472014 None Reported $02015 Budgeted $972,000

Unspecified Projects $3,431,265

Total Capital Investment $28,550,047Average Annual Capital Investment Entire Period $2,196,157Average Annual Capital Investment 2010-2015 Budgeted - (1) $2,650,294

(1) - Excluding "Unspecified Projects".Source: Broward County.

Page 31

Facility Condition Assessment Goal of Facility Condition Assessment Analysis Determine Existing Conditions Identify Maintenance Deficiencies Determine Remaining Lifecycle of Major Systems Identify Needed Repairs Predict and Prioritize Capital Needs and Costs

Three Assessments Completed General Site Conditions (County Staff) Sidewalks, Parking Areas, Parking Islands, Tree Replacement, etc.

Loss Prevention Report (Global Risk Consultants) Strengthen Glass Curtain Wall Replace Fire Suppression System (Audio/Visual Room)

Arena And Parking Garage (VFA – Sub Consultant to Cartaya and Associates)

II. EXECUTIVE SUMMARY

Page 32

Facility Condition Assessment (Continued) Overall Current Condition Rated “Good To Fair”

Risk of Decline to “Poor” Within Next Five (5) Years Without Significant Capital Investment

Risk/Exposure Next Five (5) Years Estimated at a Total of $33.9 Million (NPV) / $6.8 Million

Annually Total Annual Replacements (Operationally Critical/Failures) $13.3 Million $2.7 Million Renovations, Renewal, and Requests $20.6 Million $4.1 Million

Risk/Exposure Through 2028 Estimated at a Total of $137.5 Million (NPV) / $10.6 Million Annually

Total Annual Replacements (Operationally Critical/Failures) $51.0 Million $3.9 Million Renovations, Renewal, and Requests $83.5 Million $6.4 Million Site Conditions $3.0 Million $0.2 Million

Peak Years for Risk/Exposure Occur in 2017, 2022, and 2027

Note: Findings/Conclusions Provided by County

II. EXECUTIVE SUMMARY

Page 33

Facility Condition Assessment (Continued) Approaches

Annual Reinvestment Funding Targets (1.0%, 1.5%, 2.0%, 4.0%, Etc.)

Total Annual Maintain Current Condition $87.1 Million $6.7 Million Allow Condition to Decline to “Fair/Poor” $30.3 Million $2.3 Million

Allocate Less than 1% of Current Replacement Value (“Poor”) $19.2 Million $1.5 Million

Note: Findings/Conclusions Provided by County

The Consulting Team has Assumed Capital Expenditures for the Arena (and Parking) with No

NHL/NBA Tenant at $2.5 Million for Modeling Purposes – Figure can Fluctuate Significantly

II. EXECUTIVE SUMMARY

Page 34

Economic Impact Analysis – Overview

Operation of the BB&T Center Generates Economic and Fiscal Impacts in the County

Economic Impacts Typically Measured by

Direct Spending (Initial Spending) Indirect Spending (Dollars Spent through Interaction of Local Industries) Induced Spending (Dollars Spent through Household Spending Patterns) Tax Impacts Employment Impacts Labor Income Impacts

Findings Included Herein Reflect Evaluation of Gross Economic and Fiscal Impacts to be Generated

by BB&T Center Excluding the Operations and Resulting Impacts Generated by the Panthers

Although Assumptions Appear Reasonable Based on Current and Anticipated Market Conditions, Actual Results Depend on Actions of Arena, Management, Tenants, and Other Factors Both Internal and External to Project, which Frequently Vary

It is Important to Note that Because Events and Circumstances May Not Occur as Expected, there May be Significant Differences Between Actual Results and those Estimated in this Analysis, and those Differences May Be Material

II. EXECUTIVE SUMMARY

Page 35

Economic Impact Analysis – Methodology

Gross Expenditure and Economic Multiplier Approach was Used to Quantify Economic Impacts

Basis of Approach is that Spending on Goods and Services Creates Demand within Particular Industries

Initial Spending is Referred to as “Direct” Spending and Defined as Purchases of Goods and Services Resulting from Economic Event

Exchanges or Re-Sales of Goods and Services Purchased During Preceding Periods are Not Counted

A Portion of Each “Direct” Dollar Spent is Re-Spent, Generating Additional or “Indirect” Economic Benefits

Result of Process is that $1 in Direct Spending Increases Final Demand by More than $1 – “Multiplier Effect”

II. EXECUTIVE SUMMARY

Page 36

Economic Impact Analysis – Major Study Efforts

Conducted Fan Patron Surveys (509 Completed) at Two Events to Understand Out-of-Facility Spending by Non-Residents A Night of Hope with Joel Osteen (February 6, 2015) – 286 Surveys Completed Bob Seger and the Silver Bullet Band (February 7, 2015) – 223 Surveys Complete

Non-Resident Spending Behavior was Evaluated

Hotels Restaurants/Bars Gasoline Stations Grocery Stores Convenience Stores Other Retail Establishments Car Rental Other Transportation

II. EXECUTIVE SUMMARY

Page 37

Economic Impact Analysis – Spending The Table Below Summarizes Gross In-Arena and Out-of-Arena Spending and, Following the

Adjustments Described in the Body of the Report, the Resulting Resident (Excluded) and Visitor (Included) Spending

II. EXECUTIVE SUMMARY

($ Millions) Broward County % of Gross

Summary

Spending (Gross)In-Arena Spending $41.2Out-of-Arena Spending $19.8

Total Spending (Gross) $61.0

Resident/Other Excluded Spending - (1)In-Arena Spending $20.0 49%Out-of-Arena Spending $9.9 50%

Total Resident/Other Excluded Spending $30.0 49%

Visitor Spending (New Spending)In-Arena Spending $21.2 51%Out-of-Arena Spending $9.8 50%

Total Visitor Spending $31.0 51%(1) Includes local resident spending and portion of visitor spending not influenced by event and IMPLAN model adjustments.

Page 38

Economic Impact Analysis – Summary of Results

On-Going Operations of the Arena will Generate Considerable Economic Impacts for the County on an Annual Basis (Presented in 2015 Dollars)

Annual Arena Operations Non-Resident Spending

II. EXECUTIVE SUMMARY

Direct Economic Output $31,035,806Indirect Economic Output $11,859,915Induced Economic Output $11,605,716Total Economic Output $54,501,437

Jobs - (1) 604

Labor Income - (2) $20,671,402

Tax Impacts - (3) $3,619,322 (1) - Includes full time and part time employment.(2) - Includes all forms of employment income, including employee compensation (wages/benefits) and proprietor income.(3) - Includes state and local tax revenue generated by the total economic output (excluding taxes on employee compensation and corporation profit taxes/dividends).

Broward County - Annual Operations (2015 Dollars)

Page 39

Public Debt Overview The County Issued Tax-Exempt/Taxable Bonds in 1996 to Fund Development of the BB&T Center to

Serve as the Home of the Panthers

The 1996 Bonds were Subsequently Advance Refunded in 2000 in Conjunction with Fixed Payor Swap Agreements Generating Capital for Debt Service Savings for AOC/Panthers, Capital Improvements, and Other Tourism Related Improvements for the County

The Bonds were Refunded Again in 2006, Funding Termination of the Swap Transactions (Bonds Reach Final Maturity in 2028) Series 2006 Bond Provisions Include a First Optional Redemption Date of September 1, 2016

Annual Debt Service Associated with the 2006 Bonds is Approximately $14.0 Million The 2006 Bonds are Secured by Two Separate Levies of Tourist Development Taxes 1% Professional Sports Franchise Facility Tax – Florida Statutes Section 125.0104(3)(l) 1% Professional Sports Franchise Facility Tax – Florida Statutes Section 125.0104(3)(n) Each 1% is Expected to Generate Approximately $10.8 Million According to 2015 County Budget

The 2006 Bonds are Also Secured by the Following State Sales Tax Annual Rebate of $2.0 Million Payment from AOC Equal to Actual Debt Service Minus $10.0 Million ($4.0 Million Not

Including Completion Bond Debt)

II . EXECUTIVE SUMMARY

Page 40

Public Debt Overview County Enhances the Credit of the 2006 Bonds with its Covenant to Budget and Appropriate in its

Annual Budget, by Amendment, if Necessary, from Non-Ad Valorem Revenues, Amounts Sufficient to Satisfy the Deposit Requirements for the Bond Reserve Fund which Cannot be Satisfied from Moneys on Deposit in the Revenue Fund or the Surplus Fund, Each Created Under the Indenture

County Issued Completion Bonds in 2000 – Refinanced in 2005 (Bonds Reach Final Maturity in

2028) AOC Pays the Annual Debt Service of Approximately $620,000

Combined Annual Debt Service (Approximate) $14.6 Million

Combined Annual Debt Service is Funded by the Following Sources Tourist Development Taxes $8.0 Million State Sales Tax Rebate $2.0 Million AOC (Approximate) $4.6 Million

II. EXECUTIVE SUMMARY

Page 41

Governmental Fund Impact – Summary

The Following Table Summarizes the Governmental Funding Revenues and Expenses Associated with the BB&T Center – with and without the Panthers Economic and Fiscal Impacts

Associated with the Panthers are Not Quantified (e.g. County Portion of Sales Tax)

The Table Illustrates a Significant Decrease in Governmental Funds Available and Adverse Impact to the County should the Panthers No Longer Occupy the Arena ($6.9 Million)

The County would also Potentially Assume Arena Operating Risk (Net Cash Flow could Fluctuate) and Capital Repair and Replacement Responsibility (Assumed Capital Figure could Fluctuate Significantly)

The County should also Consider the Potential Risk that the Annual Receipt of the State $2.0 Million Sales Tax Rebate (Section 212.20) may Not be Available without a Major League Professional Sports Tenant

II. EXECUTIVE SUMMARY

Annual Governmental Fund Summary Status Quo No Panthers

1% Professional Sports Franchise Facilities Tax $10,774,485 $10,774,4851% Professional Sports Franchise Facilities Tax $10,774,485 $10,774,485State Sales Tax Rebate $2,000,000 $2,000,000AOC CVB Funding $500,000 $0AOC FDOT Funding $675,000 $0AOC Priority Payment $3,992,225 $0AOC Payment for Completion Bonds $620,000 $0

Revenues $29,336,195 $23,548,970

County Debt Service: 2006 Bonds $13,992,225 $13,992,225County Debt Service: Completion Bonds $620,000 $620,000CVB Funding $500,000 $500,000FDOT Funding $675,000 $675,000BB&T Center Net Cash Flow/Loss $0 ($1,354,563)BB&T Center Capital Expenditures $0 $2,500,000Cost of Administering the Tax $1,178,200 $1,178,200

Expenses $16,965,425 $18,110,862

Transfer for Use Pursuant to Applicable Law $12,370,770 $5,438,108

Difference ($6,932,662)

Page 42

Potential Funding Sources

The Additional Programmatic Needs Creates a Significant Impact on the County Budget. While the Professional Sports Franchise Facility Tax Generates Resources that Exceed the Amount Needed by the County for Debt Service, those Resources have been Programmed by the County to Meet Other Critical Tourism Needs. Re-directing the Tax Proceeds to the Arena Potentially Creates a New Need for Existing or Future Programmatic Initiatives/Requirements in Tourism. Option #1 – Reprioritize Tourism Related Programs The County Could Elect to Reprioritize Tourism Related Programs Funded with the Transfer Back to the

General Fund from the Two Cent Tourist Tax Revenue Fund in an Amount Needed to Fund BB&T Center Obligations

Option #2 – Identify New Funding Source

Bond Refunding: Refund Outstanding Callable 2006 Bonds at the Option of the County. Under Market Conditions Annual Savings Would be Approximately $750,000 to $1.0 Million.

High Tourism Impact Tax: The County Levies 5% of the Available 6% Tourist Development Taxes Under

State Law. The High Tourism Impact Tax is the 1% Tourist Development Tax that Remains Available to the County and is Not Currently Levied. This Levy Would Generate Approximately $10.8 Million Annually.

Food and Beverage Tax: Miami-Dade County is Permitted to Levy a 2% Food and Beverage Tax on Hotels

and Motels. No Other County is Authorized to Levy Such a Tax. Consideration Could be Given to Introducing Legislation to Allow Broward and Possibly Other High Tourism Impact Counties [Pursuant to Section 125.0104(3)(m)2 – Monroe, Orange, Osceola, and Walton] to Levy a Similar Tax.

II. EXECUTIVE SUMMARY

Page 43

Potential Funding Sources

Other Options/Considerations Insurance Savings – The BB&T Center Insurance Expense is High Relative to the Comparable Arenas

We Evaluated. While We have Considered the Potential Benefit that the County, as an Owner/Operator, May Be Able to Realize by Including the Arena in its Broader Insurance Program, We Understand that the County has Previously Explored Such an Arrangement and has Indicated that the Insurance Expense Could Potentially be Higher Under Such an Arrangement.

Debt Relief – Bonds Associated with the BB&T Center Expire in 2028. As a Result, the County will be Relieved of Approximately $14.6 Million in Annual Debt Service. The County Should Explore the Viability of Utilizing the Savings to Fund Arena Capital Repairs and Maintenance and Consider a Deferred Maintenance Program (or Provide Internal Loans with the Savings as a Future Repayment Source). County Could Also Consider Issuing Debt at that Time to Fund a Major Renovation, as Necessary.

Site Redevelopment Opportunities – The County Could Consider Issuing an RFP for Redevelopment of a Portion (or the Entire Site Without Arena) Similar to Nassau County’s Approach – See Case Study Provided Herein. Project Would Generate Incremental Revenues to the County, Including: Property Tax (5.723 Mills) Hotel Tax (5.0%) Sales Tax (0.5%) Land Sale/Lease Revenue

II. EXECUTIVE SUMMARY

Page 44

Potential Funding Sources

Other Options/Considerations Close Arena/Demolish Arena – The County Could Consider Closing or Demolishing the Arena.

While the Outstanding Debt Would Still Need to be Retired, the County Would Not Incur Operating Expenses or Capital Repairs/Replacement Expenses on an Annual Basis.

We have Considered, But have Not Focused on, Funding Sources that have Been Utilized in Other Parts of the Country Because the Sources are Not Available Under Current Law or Do Not Generate Sufficient Funds as a Stand-Alone Source (e.g. Admissions Tax/Car Rental Tax/Parking Tax/Etc.)

II. EXECUTIVE SUMMARY

Page 45

Other Considerations: Management Options – Overview Most Arenas Operate Under One of Three Scenarios Tenant-Operator: Current BB&T Center Model Public Owner-Operator: Public Sector Owner Operates Facility Third Party Operator: Professional Operator Manages Facility on Behalf of Tenant and/or Owner

Private Management Advantages (vs. Public Sector) Experienced Staff Offer More Efficient Management/Operations/Oversight/On-Site Assistance Reduction on Impact on Other Public Sector Departments Event Booking Leverage Marketing and Group Sales Support Ability to More Efficiently Negotiate Labor Agreements and Other Material Contracts/Leases More Efficient Procurement Process for Goods and Services Access to and Relationships with Sports and Entertainment Industry Contacts Information Sharing and Access to Industry Database and Research within the Organization Private Management Companies Generally More Focused on Bottom Line Performance Based Compensation Opportunities Ability to Take Risks Ability to Invest in Facility Faster Reaction Time to Opportunities and Challenges

II. EXECUTIVE SUMMARY

Page 46

Other Considerations: Management Options – Overview Private Management Disadvantages (vs. Public Sector) Management Fee Expense Lack of Control Misaligned Interests/Goals of Owner and Management Company Public Interests vs. Management Fee Cost Cutting to Achieve Additional Management Fees Short Term at Expense of Facility

Operations and Possible Long Term Implications Public Interests vs. Bottom Line

Structure of Management Contract Accountability Benchmarks Incentives Tax-Exempt Limitations

General Manager Turnover as a Result of Relocation to Other Company Facilities Regional/Market Competition of Company Accounts

Key Issue will be BB&T Center Event Booking Arrangements

II. EXECUTIVE SUMMARY

Page 47

Other Considerations: Management Options – Interview Summary The Consulting Team Attempted to Contact the Three Major National Arena Management Firms AEG Global Spectrum (as of June 2015, Global Spectrum is now known as Spectra) SMG

The Consulting Team Spoke with Two Major National Operators of Arenas, Both with a Cursory Knowledge

of the BB&T Center, and a Strong Knowledge of the Regional Market

Both Operators Expressed an Interest in Operating the Arena Should the Opportunity Arise and Under the Right Circumstances – We Would Expect All Three Would Ultimately be Interested

Both Operators Acknowledged Miami Regional Market is Very Competitive BB&T Center Should be Able to Generate an Operating Profit Even Without the Panthers Managing and Keeping Fixed Costs Low will be Key Driver of Profitability

A Willingness to Explore Non-Traditional Operator/Owner Arrangements

One Operator Commented that Given the NHL Track Record in the Market and the Multitude of Live Sports Options in the Market, a Minor League Hockey Tenant May Face Significant Challenges

One Operator Suggested that it May Be Difficult to Improve Financial Results Materially if Third Party Management Firm were to Simply Replace AOC and Manage the Arena with the Panthers as a Tenant (Notwithstanding the Operator’s Desire to Operate the Arena Regardless)

II. EXECUTIVE SUMMARY

Page 48

Other Considerations: Alternative Use Case Studies – Overview Several Arenas that Served as Home of an NHL/NBA Team have been Repurposed – Not Common

Retail Focus (Proximity to the Sawgrass Retail Center Provides a Potential Opportunity) Limited Examples of Similar Conversions Maple Leaf Gardens (Toronto) Memphis Pyramid (Memphis)

Megachurches There Have Been a Limited Number of Instances of Arenas Repurposed into "Megachurches" Owned

and Operated by Private, Non-Profit Religious Organizations Compaq Center (Houston) The Forum (Los Angeles – Subsequently Repurposed)

Repurposed Facilities Have Generally Been Older Arenas, with Simple Seating Bowls and Significantly

Lower Square Footages than BB&T Center

Master Planned Site Redevelopment Nassau Coliseum (Potential Opportunity for BB&T Center Given Competitive Nature of Market) Nassau County Issued an RFP for Redevelopment of Coliseum and Site Several Responses Given Competitive Nature of Market Forest City Ratner (Barclays Center) Madison Square Garden Others

II. EXECUTIVE SUMMARY

Page 49

Other Considerations: Public Support Case Studies Numerous Public Entities have Provided Concessions/Additional Subsidies to Professional Sports

Teams that have Clearly Demonstrated that they are Struggling Financially

The Consulting Team Provided Several Case Studies Herein Outlining Public Support NHL Arizona Coyotes Columbus Blue Jackets Nashville Predators

NBA Indiana Pacers Miami Heat

Case Studies from Other Jurisdictions Illustrate a Wide Range of Approaches to Offering Public

Support for Existing Teams/Facilities

County Must Consider the Potential Operational and Financial Consequences Relative to the Opportunities and Challenges of the Various Alternative Options Outlined Herein

II. EXECUTIVE SUMMARY

III. BB&T CENTER OVERVIEW

Page 51

Overview

The BB&T Center is Owned by the County and Operated by Arena Operating Company, Ltd. (AOC), an Affiliate of the Panthers, and Subsidiary of Sunrise Sports & Entertainment (SS&E)

Arena Opened in 1998 at a Total Cost of Approximately $221.1 Million (Including Cost Overruns and Financing Costs)

Arena is Located Adjacent to the Sawgrass Mills Mall in a Developed Commercial and Residential Area

Arena was Designed for Professional Hockey, Sports, Entertainment, and Other Community Events

BB&T Center Characteristics

872,000 Square Feet 20,763 Seats (Maximum) / 19,250 (Hockey) 72 Suites & Loge Boxes / Up to 3,121 Club Seats 7,200 Parking Spaces

Since 1998, Arena has had Several Different Names (National Car Rental Center, Office Depot

Center, BankAtlantic Center)

III. BB&T CENTER OVERVIEW

Page 52

Summary of Major Agreements

The Consulting Team Reviewed Key Agreements to Understand Contractual Relationships Associated with the Operations of the Arena Operating Agreement License Agreement

Summaries Provided Herein – Please Refer to Actual Agreements for Details

The Consulting Team also Review the Key Agreements Below – However, We have Not Included

Summaries in this Report Due to Confidentiality and Trade Secret Issues

Naming Rights Agreement Concessions Agreement Live Nation Agreement Ticketmaster Agreement Premium Seating Summaries

III. BB&T CENTER OVERVIEW

Page 53

Operating Agreement (AOC)

The County Contracts with AOC to Operate the Arena on its Behalf

Term of Agreement Ends in 2028, with up to Two 5-Year Extensions at AOC's Option

AOC's Responsibilities Include Operating the Arena and Pay All Fees Due to County, Tenants, and Other Vendors Maintaining the Arena in Accordance with the Stipulated Quality Arena Standards Arranging and Booking All Arena Events Setting Prices and Co-Promoting Events Selling Naming Rights to be Paid Directly to the Operator Selling All Permanent Advertising Signage

Operator Revenues Include All Building Sponsorships, Permanent Advertising, Suite Lease Revenues,

and Proceeds from Licensee Events

County Profit-Sharing of 20% of Net Operating Income is Due for Operating Proceeds in Excess of $12 Million Per Year

III. BB&T CENTER OVERVIEW

Page 54

Operating Agreement (AOC) The 8th Amendment Added a Requirement of the Operator to Make an Annual $500,000 Contribution

to a Capital Expenditure Reserve Commencing in July 2013

Up to 50% of Which May Be Deducted from County Profit-Sharing, as Available The Consulting Team has Not been able to Confirm Whether Contributions have been Made

Operator May Add a Seat Use Charge to Tickets in Order to Finance Additions and Capital Repairs

and Offset its FDOT Obligation

Operator Events of Default Include

Financial Obligation Breaches Not Cured Within 30 Days Other Obligations Not Cured or Beginning to be Cured Within 30 Days

County Right to Terminate Operator Begins on 15th Day of Operator Default

If County and Operator Disagree on Replacement Operator, AOC Continues to Operate in the Interim

III. BB&T CENTER OVERVIEW

Page 55

License Agreement (Panthers)

Tri-Party Agreement Among AOC, County, and Florida Panthers Hockey Club

Term of Agreement is 30 Years from Opening (1998), with Up to Four 5-Year Extensions at the Team's Option – Initial Agreement Expires in 2028

Team Pays Base Rent to Operator of $7,500 per Game Incentive Rent, Supplemental Rent, and Inclusion of Pass-Through Expenses Can Increase Rent

Up to a Maximum of 5% of Hockey Ticket Receipts for a Year

Team Pays for Hockey Event Staffing

Through the Operator, Team Guarantees the County Preferred Revenue Allocation (CPRA) Equal to Annual Debt Service Minus $10 Million

Team Covenants to Continuously Play in Arena throughout the Term so Long as the Arena Remains in

Playable Condition Specific Performance Provisions are Included for this Covenant

III. BB&T CENTER OVERVIEW

Page 56

Florida Panthers – BB&T Center

III. BB&T CENTER OVERVIEW

Building Rent Team Base Rent to Operator Management Fee Minimum County Revenues Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Building Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Operator Share (4) 100%

0% 0%

100% 0%

100% 100%

0% 100%

0% 0%

0%

100% 100%

Amount Paid by Team $7,500 per Game (1)

None (Affiliate Operator) $4.6MM per year (2)

6.0%

est. $4.50 - $7.50 (3) Not Applicable

6.0% Team Share

0% 100% 100%

0% 100%

0% 0%

100% 0%

100% 100%

100%

0% 0%

Sources: Public documents.

Page 57

Florida Panthers – BB&T Center

1) In addition to Base Rent of $7,500 per Game, the License Agreement calls for supplemental rent up to a maximum of 5% of Hockey ticket receipts for a given year.

2) County is entitled to CPRA equal to the Arena’s debt service minus $10 million. This amount has averaged $4.6 million in recent years and is forecast to stay at that level until 2026. Forecast CPRA drops slightly in final two years of Base Term of License Agreement. The Operator is responsible for these payments, with the Team currently providing a guarantee on the full amount of the CPRA annually. It is worth noting that refunding the outstanding bonds could reduce the CPRA required under favorable market conditions.

3) The Operating Agreement permits the Arena Operator to levy a Seat Use Charge on events to fund additions and capital repairs. Various additional ticket surcharges comprise the estimated range are currently charged by the Operator/Team, including Facility Fees, Public Safety Fees and Walk-up surcharges.

4) The Operating Agreement includes revenue-sharing provisions, which entitle the County to 20% of Net Operating Income reported by the Operator in excess of $12 million per year. A recent amendment requires the Operator to annually contribute $500,000 to a Capital Expenditure Reserve commencing in July 2013, with 50% of that deductible from any County profit-sharing.

III. BB&T CENTER OVERVIEW

Sources: Public documents.

Page 58

Events / Attendance

The Consulting Team Reviewed Historical Operating Data (Events/Attendance) for the Arena as Provided by AOC and Supplemented by Pollstar Data

The Consulting Team Also Evaluated Historical Event Settlement Sheet Statements as Provided by AOC to Evaluate Additional Detail Settlement Data was Inconsistent and Incomplete – The Consulting Team has Made Adjustments

to Utilize Data

Event and Attendance Information is Provided for Illustrative Purposes Only – Information has Not been Audited by the Consulting Team or Further Verified

Reliability of Historical Event and Attendance Data is of Concern – Certain Discrepancies and Errors in Reporting/Calculations/Actual Results

Comprehensive Attendance Data Not Provided by AOC

III. BB&T CENTER OVERVIEW

Page 59

Events

Total Number of Events has Averaged Approximately 110 Events from 2010 to 2014 – Based on Calendar Year

Excluding Hockey, BB&T Center Hosted 72 Events in 2014 – Based on Calendar Year

III. BB&T CENTER OVERVIEW

Events 2010 2011 2012 2013 2014Large Concert 14 10 11 11 15Small Concert 6 10 12 16 9Hockey 38 47 26 47 38Family 21 21 18 19 21Action Sports 4 4 4 8 3Graduation 4 9 9 8 6Other Sports 3 2 1 1 1Circus 0 16 14 8 0Private Rentals 5 5 4 4 17Total 95 124 99 122 110Source: Arena Operating Company.

Page 60

Non-Hockey Events and Turnstile Attendance According to AOC, BB&T Center has Averaged over 525,000 in Turnstile Attendance over the Past

Four Years for Non-Hockey Events – Based on Fiscal Year

III. BB&T CENTER OVERVIEW

FYE June Concert Family Show Sports Graduation Other Total2011 265,450 99,301 12,421 34,993 33,515 445,6802012 214,942 205,998 29,279 50,367 15,125 515,7112013 282,176 163,949 8,940 45,733 20,044 520,8422014 297,835 166,747 17,097 35,868 100,844 618,391Average 265,101 158,999 16,934 41,740 42,382 525,156Source: Arena Operating Company.

FYE June Concert Family Show Sports Graduation Other Total2011 22 18 1 7 6 542012 17 39 6 10 4 762013 27 35 2 8 4 762014 26 25 6 5 10 72Average 23 29 4 8 6 70Source: Arena Operating Company.

Non-Hockey Event Counts

Non-Hockey Event Turnstile Attendance

Page 61

Historical Performance

The Consulting Team has Reviewed Historical Audited Financial Statements for Arena Operating Company, Ltd. from FY 2010 to FY 2014 [FY 2013 Reflects NHL Lockout-Shortened Season]

The Consulting Team has Not Made Adjustments to Historical Revenue/Expense Recognition Due to Lack of Detail Provided

Other Hockey Event-Related Revenue and Other Non-Hockey Event Related Revenue Does Not

Include Breakdown or Description

Hockey Event-Related Expenses and Non-Hockey Event Related Expenses Does Not Include Breakdown or Description

Depreciation and Amortization is Included in Selling, General, and Administrative Expenses

Specifically as it Relates to BB&T Center Operations, AOC was Not Able to Provide Historical Financial Statements Excluding Hockey Operations

Budget and Projections Not Provided

III. BB&T CENTER OVERVIEW

Page 62

Historical Financials (Summary)

Net Income is Defined as Operating Income After Broward County and Other Obligations and Interest Expense

Net Income After Broward County and Other Obligations and Interest Expense was Approximately $4.1 Million in FY 2013, Significantly Lower than the FY 2010 to FY 2014 Average of $7.3 Million Likely as a Result of the NHL Lockout

III. BB&T CENTER OVERVIEW

Average CAGRFY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14 FY 2010-14

Revenues - Total $36,712,336 $40,660,082 $39,670,028 $40,026,126 $46,826,074 $40,778,929 6.3%

Operating Expenses - Total $24,258,920 $25,575,490 $24,431,506 $30,281,824 $34,740,994 $27,857,747 9.4%

Operating Income Before Broward County and Other Obligations $12,453,416 $15,084,592 $15,238,522 $9,744,302 $12,085,080 $12,921,182 -0.7%

Broward County and Other ObligationsCounty Preferred Revenue Allocation $4,023,000 $3,999,067 $4,102,280 $4,068,512 $4,059,474 $4,050,467 0.2%Florida Department of Transportation $898,233 $767,288 $806,003 $652,597 $620,294 $748,883 -8.8%Tourist Development Corp. Obligation $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 0.0%

Broward County and Other Obligations - Total $5,421,233 $5,266,355 $5,408,283 $5,221,109 $5,179,768 $5,299,350 -1.1%

Interest Expense $163,935 $271,306 $351,629 $454,903 $401,306 $328,616 25.1%

Net Income $6,868,248 $9,546,931 $9,478,610 $4,068,290 $6,504,006 $7,293,217 -1.4%Source: Arena Operating Company, Ltd. Audited Financial Statements.

Page 63

Historical Financials (Summary)

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$6,868

$9,547 $9,479

$4,068

$6,504

$7,293

$0

$3,000

$6,000

$9,000

$12,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERNET INCOME

($000s)

Page 64

Historical Financials (Detail)

AOC Reported Net Income Averaging Approximately $7.3 Million from 2010 to 2014 Net Income Ranged from a Low of Approximately $4.1 Million to a High of Approximately $9.5

Million

III. BB&T CENTER OVERVIEW

Average CAGRFY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14 FY 2010-14

RevenuesHockey Event-Related Revenues

Club Seat Tickets $3,522,961 $4,244,134 $4,873,129 $5,046,735 $7,585,915 $5,054,575 21.1%Parking $971,094 $1,243,689 $1,360,184 $851,994 $964,335 $1,078,259 -0.2%Food and Beverage Concessions $1,860,915 $2,045,532 $2,276,573 $1,565,492 $2,218,375 $1,993,377 4.5%Other $1,855,866 $1,850,793 $2,055,396 $1,491,464 $1,622,888 $1,775,281 -3.3%

Hockey Event-Related Revenues - Total $8,210,836 $9,384,148 $10,565,282 $8,955,685 $12,391,513 $9,901,493 10.8%Non-Hockey Events $8,899,033 $9,447,915 $9,166,233 $11,624,402 $14,154,912 $10,658,499 12.3%Suite Rentals $7,273,041 $7,028,637 $6,525,656 $5,102,072 $4,617,262 $6,109,334 -10.7%Sponsorships $7,196,162 $8,531,999 $5,716,436 $6,268,709 $5,199,231 $6,582,507 -7.8%Other $5,133,264 $6,267,383 $7,696,421 $8,075,258 $10,463,156 $7,527,096 19.5%

Revenues - Total $36,712,336 $40,660,082 $39,670,028 $40,026,126 $46,826,074 $40,778,929 6.3%

Operating ExpensesHockey Events $2,211,913 $2,158,568 $2,263,283 $1,104,599 $3,003,107 $2,148,294 7.9%Non-Hockey Events $6,814,724 $7,667,576 $7,598,883 $10,396,003 $11,575,939 $8,810,625 14.2%Repairs and Maintenance $414,422 $473,213 $693,022 $687,266 $963,069 $646,198 23.5%Utilities $2,250,200 $2,503,815 $2,299,632 $2,292,955 $2,534,671 $2,376,255 3.0%Selling, General and Administrative $12,567,661 $12,772,318 $11,576,686 $15,801,001 $16,664,208 $13,876,375 7.3%

Operating Expenses - Total $24,258,920 $25,575,490 $24,431,506 $30,281,824 $34,740,994 $27,857,747 9.4%

Operating Income Before Broward County and Other Obligations $12,453,416 $15,084,592 $15,238,522 $9,744,302 $12,085,080 $12,921,182 -0.7%

Broward County and Other ObligationsCounty Preferred Revenue Allocation $4,023,000 $3,999,067 $4,102,280 $4,068,512 $4,059,474 $4,050,467 0.2%Florida Department of Transportation $898,233 $767,288 $806,003 $652,597 $620,294 $748,883 -8.8%Tourist Development Corp. Obligation $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 0.0%

Broward County and Other Obligations - Total $5,421,233 $5,266,355 $5,408,283 $5,221,109 $5,179,768 $5,299,350 -1.1%

Interest Expense $163,935 $271,306 $351,629 $454,903 $401,306 $328,616 25.1%

Net Income $6,868,248 $9,546,931 $9,478,610 $4,068,290 $6,504,006 $7,293,217 -1.4%Source: Arena Operating Company, Ltd. Audited Financial Statements.

Page 65

Revenue: Hockey-Event Related Revenues – Club Seat Tickets

Club Seat Tickets have Increased at a CAGR of 21.1% from FY 2010 to FY 2014 (5-Year High)

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$3,523

$4,244

$4,873 $5,047

$7,586

$5,055

$0

$2,000

$4,000

$6,000

$8,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERCLUB SEAT TICKETS

($000s)

Page 66

Revenue: Hockey-Event Related Revenues – Parking

Parking Revenues have Fluctuated Over the Past Five Years – Average of Approximately $1.1 Million

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$971

$1,244

$1,360

$852

$964

$1,078

$0

$1,000

$2,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERPARKING

($000s)

Page 67

Revenue: Hockey-Event Related Revenues – Food and Beverage Concessions

Food and Beverage Concessions Decreased Significantly in FY 2013 After Peaking in FY 2012 at $2.3 Million, Likely as a Result of the NHL Lockout

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$1,861

$2,046

$2,277

$1,565

$2,218

$1,993

$0

$1,000

$2,000

$3,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERFOOD AND BEVERAGE CONCESSIONS

($000s)

Page 68

Revenue: Hockey-Event Related Revenues – Total

Total Hockey Related Revenues have Averaged Approximately $9.9 Million from FY 2010 to FY 2014, Although the Figure Decreased in FY 2013, Likely as a Result of the NHL Lockout

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$8,211

$9,384

$10,565

$8,956

$12,392

$9,901

$0

$3,000

$6,000

$9,000

$12,000

$15,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERTOTAL HOCKEY RELATED REVENUES

($000s)

Page 69

Revenue: Non-Hockey Events

Non-Hockey Event Revenue Increased Significantly in FY 2013 and 2014 – Five Year Average of $10.7 Million

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$8,899 $9,448 $9,166

$11,624

$14,155

$10,658

$0

$3,000

$6,000

$9,000

$12,000

$15,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERNON-HOCKEY EVENTS

($000s)

Page 70

Revenue: Suite Rentals

Suite Rental Revenue has Decreased Annually Since FY 2010 ($7.3 Million) to FY 2014 ($4.6 Million)

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$7,273 $7,029

$6,526

$5,102

$4,617

$6,109

$0

$3,000

$6,000

$9,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERSUITE RENTALS

($000s)

Page 71

Revenue: Sponsorships

Sponsorship Revenue Peaked in FY 2011 at $8.5 Million and has Averaged $6.6 Million Over the Past Five Years

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$7,196

$8,532

$5,716

$6,269

$5,199

$6,583

$0

$3,000

$6,000

$9,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERSPONSORSHIPS

($000s)

Page 72

Revenue: Total Revenues

Total Revenue Increased at a CAGR of 6.3% From FY 2010 to FY 2014, with a Five Year Average of $40.8 Million

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$36,712

$40,660 $39,670 $40,026

$46,826

$40,779

$0

$12,500

$25,000

$37,500

$50,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERTOTAL REVENUES

($000s)

Page 73

Operating Expenses: Hockey Events

Hockey Events Expense Decreased Significantly from FY 2012 to FY 2013 Due to NHL Lockout

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$2,212 $2,159 $2,263

$1,105

$3,003

$2,148

$0

$1,000

$2,000

$3,000

$4,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERHOCKEY EVENTS EXPENSES

($000s)

Page 74

Operating Expenses: Repairs and Maintenance

Repairs and Maintenance Expenses were $963,000 in FY 2014, Significantly Higher than the Five Year Average Since FY 2010 of $646,000

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$414

$473

$693 $687

$963

$646

$0

$250

$500

$750

$1,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERREPAIRS AND MAINTENANCE

($000s)

Page 75

Operating Expenses: Utilities

Utilities Expenses have Remained Relatively Constant from FY 2010 to FY 2014

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$2,250

$2,504

$2,300 $2,293

$2,535 $2,376

$0

$1,000

$2,000

$3,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERUTILITIES

($000s)

Page 76

Operating Expenses: Selling, General and Administrative

Selling, General and Administrative Expenses have Ranged from a Low of $11.6 Million in FY 2012 to a High of $16.7 Million in FY 2014 Due in Part to Increases in Staffing, Professional Fees, Advertising Costs, Etc. – Figures Include Depreciation and Amortization

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$12,568 $12,772

$11,577

$15,801 $16,664

$13,876

$0

$5,000

$10,000

$15,000

$20,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERSELLING, GENERAL AND ADMINISTRATIVE EXPENSES

($000s)

Page 77

Operating Expenses: Total

Total Operating Expenses Peaked in FY 2014 at $34.7 Million – Figures Include Depreciation and Amortization

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$24,259 $25,575

$24,432

$30,282

$34,741

$27,858

$0

$10,000

$20,000

$30,000

$40,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTERTOTAL OPERATING EXPENSES

($000s)

Page 78

Operating Income Before Broward County and Other Obligations

Operating Income Before Broward County and Other Obligations has Averaged $12.9 Million Since FY 2010

III. BB&T CENTER OVERVIEW

Source: Arena Operating Company, Ltd. Audited Financial Statements.

$12,453

$15,085 $15,239

$9,744

$12,085 $12,921

$0

$5,000

$10,000

$15,000

$20,000

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2010-14

Average

BB&T CENTEROPERATING INCOME BEFORE BROWARD COUNTY AND

OTHER OBLIGATIONS($000s)

IV. MARKET OVERVIEW

A. DEMOGRAPHIC COMPARISON

Page 81

Overview

Market Area Size and Characteristics Impact Market Support and Demand for Events, Tickets, Premium Seating, Sponsorship, Etc.

Limited Market Demographic Overview Completed Largest 20 U.S. Markets Core Base Statistical Area (CBSA) Designation

Consideration Should be Given to Comprehensive Market Analysis (Market Surveys/Focus

Groups/Etc.)

A. DEMOGRAPHIC COMPARISON

Page 82

Overview

BB&T Center is Located in Sunrise, Florida Approximately 17 Miles West of Fort Lauderdale

Approximately 36 Miles North of Miami

Approximately 53 Miles South of West Palm Beach

Approximately 250 Miles Southeast of Tampa

Approximately 214 Miles Southeast of Orlando

Note: Distances Above Reflect Driving Distances

A. DEMOGRAPHIC COMPARISON

Page 83

General Market Overview

According to Claritas, a Core Based Statistical Area (CBSA) is an Area Consisting of a Conglomeration of Counties. A CBSA is Further Defined as a Metropolitan or Micropolitan CBSA. A Metropolitan CBSA Consists of a Geographic Area with an Urban Core Population of at Least 50,000. A Micropolitan CBSA Consists of a Geographic Area with an Urban Core Population of Between 10,000 and 49,999.

Market Area Size and Characteristics will have an Impact on Market Support and the Potential Demand for Arena Events

Broward County is Located in the Miami-Fort Lauderdale et al, FL CBSA

The Consulting Team has Summarized the Market Characteristics of the 20 Largest Markets in the U.S. to Better Understand Opportunities and Constraints

A. DEMOGRAPHIC COMPARISON

New York-Newark et al, NY-NJ-PA San Francisco-Oakland et al, CA

Los Angeles-Long Beach et al, CA Phoenix-Mesa-Scottsdale, AZChicago et al, IL-IN-WI Riverside et al, CADallas-Fort Worth-Arlington, TX Detroit-Warren-Dearborn, MIHouston-The Woodlands et al, TX Seattle-Tacoma-Bellevue, WAWashington et al, DC-VA-MD-WV Minneapolis et al, MN-WIPhiladelphia et al, PA-NJ-DE-MD San Diego-Carlsbad, CAMiami-Fort Lauderdale et al, FL Tampa-St. Petersburg et al, FLAtlanta-Sandy Springs et al, GA St. Louis, MO-ILBoston-Cambridge-Newton, MA-NH Baltimore-Columbia-Towson, MD

CBSA Overview - Top-20

Page 84

A. DEMOGRAPHIC COMPARISON

General Market Overview – Population Clusters

Page 85

A. DEMOGRAPHIC COMPARISON

General Market Overview – Household Clusters

Page 86

A. DEMOGRAPHIC COMPARISON

General Market Overview – Income Clusters

Page 87

A. DEMOGRAPHIC COMPARISON

Largest 20 U.S. Market Demographic Overview CBSA Designation Limited Demographic Overview – Provided for

Illustrative Purposes

Miami-Fort Lauderdale is the 8th Largest CBSA in the U.S.

Miami-Fort Lauderdale is Below Average in Terms of Income Measurements

Miami-Fort Lauderdale has an Older than Average Population and a Higher Unemployment Rate as Compared to the Market Average

Miami-Fort Lauderdale is Below the Average in Terms of Media Market and Corporate Base Measurements

Statistical Measure MiamiRank of 20

Top 20 Average - (1)

2015 Population (000s) 5,926.2 8 6,087.4 2020 Population (000s) 6,303.8 7 6,338.4 Est. % Growth 2015-20 6.37% 4 4.37%

2015 Households (000s) 2,226.1 8 2,226.9 2020 Households (000s) 2,367.6 7 2,322.7 Est. % Growth 2015-20 6.35% 6 4.57%

Average Household Income $69,302 17 $85,277Median Household Income $47,423 19 $62,609High Income Households (000s) 447.3 12 654.0

Average Age 40.8 19 38.1Median Age 40.7 19 37.4

Unemployment Rate 5.6% 12 5.3%

Economy Size (GDP - Billions) $281.1 12 $393.5

TV Population 3,842.0 16 6,924.3 Radio Population 3,906.2 11 5,088.1

Companies w/ $20+mm Sales 1,638 11 2,161Companies w/ $50+mm Sales 629 13 908Companies w/ $100+mm Sales 324 13 533Companies w/ 500+ Employees 304 12 450

Top 20 Market Summary - CBSA Designation Overview

Sources: Claritas 2015, Sitewise 2014, Arbitron 2014, Hoovers 2014, TV Basics 2014, BLS 2015, and U.S. BEA.

(1) - Average excludes Miami.

Page 88

Largest 20 U.S. Market Primary Arenas

Summarized Below are the Primary Arenas in the Largest 20 U.S. Markets

A. DEMOGRAPHIC COMPARISON

Market

New York-Newark et al, NY-NJ-PA Madison Square Garden Barclays CenterLos Angeles-Long Beach et al, CA Staples Center Honda CenterChicago et al, IL-IN-WI United Center Allstate ArenaDallas-Fort Worth-Arlington, TX American Airlines CenterHouston-The Woodlands et al, TX Toyota CenterWashington et al, DC-VA-MD-WV Verizon Center Xfinity CenterPhiladelphia et al, PA-NJ-DE-MD Wells Fargo Center Liacouras CenterMiami-Fort Lauderdale et al, FL BB&T Center AmericanAirlines ArenaAtlanta-Sandy Springs et al, GA Philips Arena The Arena at Gwinnett CenterBoston-Cambridge-Newton, MA-NH TD GardenSan Francisco-Oakland et al, CA Oracle ArenaPhoenix-Mesa-Scottsdale, AZ Talking Stick Resort Arena Gila River ArenaRiverside et al, CA Citizens Bank ArenaDetroit-Warren-Dearborn, MI New Red Wings Arena The Palace of Auburn HillsSeattle-Tacoma-Bellevue, WA KeyArena Tacoma DomeMinneapolis et al, MN-WI Target Center Xcel CenterSan Diego-Carlsbad, CA Valley View Casino Center Viejas ArenaTampa-St. Petersburg et al, FL Amalie ArenaSt. Louis, MO-IL Scottrade Center Chaifetz ArenaBaltimore-Columbia-Towson, MD Royal Farms ArenaSource: Industry research.

Primary Arenas

Page 89

Largest 20 U.S. Market Demographics Population and Households

Miami-Fort Lauderdale Market is Estimated to have a Higher Population than Philadelphia in 2020

Due to the High Estimated Population Growth Rate

A. DEMOGRAPHIC COMPARISON

Market

2015 Population

(000s) Rank

2020 Population

(000s) Rank

Est. % Growth

2015-2020 Rank

2015 Households

(000s) Rank

2020 Households

(000s) Rank

Est. % Growth

2015-2020 RankNew York-Newark et al, NY-NJ-PA 20,114.5 1 20,652.1 1 2.67% 16 7,372.9 1 7,585.9 1 2.89% 16Los Angeles-Long Beach et al, CA 13,296.9 2 13,824.5 2 3.97% 14 4,391.2 2 4,573.1 2 4.14% 14Chicago et al, IL-IN-WI 9,570.1 3 9,679.8 3 1.15% 18 3,541.3 3 3,599.7 3 1.65% 18Dallas-Fort Worth-Arlington, TX 6,951.6 4 7,446.3 4 7.12% 2 2,499.9 4 2,676.3 4 7.06% 3Houston-The Woodlands et al, TX 6,467.8 5 6,967.2 5 7.72% 1 2,249.2 7 2,422.6 5 7.71% 1Washington et al, DC-VA-MD-WV 6,066.1 6 6,448.1 6 6.30% 5 2,254.3 6 2,398.6 6 6.40% 4Philadelphia et al, PA-NJ-DE-MD 6,061.1 7 6,159.8 8 1.63% 17 2,303.2 5 2,345.6 8 1.84% 17Miami-Fort Lauderdale et al, FL 5,926.2 8 6,303.8 7 6.37% 4 2,226.1 8 2,367.6 7 6.35% 6Atlanta-Sandy Springs et al, GA 5,629.7 9 5,962.7 9 5.91% 7 2,077.0 9 2,205.2 9 6.17% 7Boston-Cambridge-Newton, MA-NH 4,743.5 10 4,933.7 10 4.01% 13 1,843.4 10 1,924.6 10 4.41% 13San Francisco-Oakland et al, CA 4,583.1 11 4,827.1 11 5.32% 8 1,722.9 11 1,818.8 11 5.57% 8Phoenix-Mesa-Scottsdale, AZ 4,501.5 12 4,812.3 12 6.90% 3 1,650.7 13 1,769.1 12 7.17% 2Riverside et al, CA 4,431.3 13 4,643.2 13 4.78% 11 1,345.6 16 1,405.7 16 4.47% 12Detroit-Warren-Dearborn, MI 4,296.9 14 4,306.2 14 0.22% 20 1,696.3 12 1,709.2 13 0.76% 20Seattle-Tacoma-Bellevue, WA 3,663.0 15 3,888.8 15 6.16% 6 1,448.4 14 1,540.6 14 6.37% 5Minneapolis et al, MN-WI 3,509.5 16 3,667.2 16 4.49% 12 1,371.8 15 1,439.8 15 4.96% 11San Diego-Carlsbad, CA 3,250.4 17 3,409.1 17 4.88% 10 1,141.2 18 1,198.3 18 5.00% 10Tampa-St. Petersburg et al, FL 2,919.2 18 3,074.5 18 5.32% 8 1,201.1 17 1,262.6 17 5.12% 9St. Louis, MO-IL 2,806.6 19 2,832.4 20 0.92% 19 1,126.8 19 1,142.5 19 1.39% 19Baltimore-Columbia-Towson, MD 2,796.9 20 2,894.7 19 3.50% 15 1,073.5 20 1,112.8 20 3.67% 15

Average (Ex. Miami) 6,087.4 6,338.4 4.37% 2,226.9 2,322.7 4.57%Sources: Claritas 2015, Sitewise 2014.

Page 90

Largest 20 U.S. Market Demographics Income

Income Levels in Miami-Fort Lauderdale are Lower than Average in All Measurements

A. DEMOGRAPHIC COMPARISON

Market

Average Household

Income Rank

Median Household

Income Rank

HHs w/ Income

$100,000+ (000s) Rank

Washington et al, DC-VA-MD-WV $122,826 1 $92,441 1 1,038.0 3San Francisco-Oakland et al, CA $111,795 2 $77,822 2 686.0 5Boston-Cambridge-Newton, MA-NH $100,718 3 $73,624 3 674.8 6New York-Newark et al, NY-NJ-PA $95,428 4 $66,610 7 2,430.8 1Baltimore-Columbia-Towson, MD $94,941 5 $71,001 4 371.5 14Seattle-Tacoma-Bellevue, WA $89,931 6 $68,280 5 457.8 11Minneapolis et al, MN-WI $87,520 7 $67,650 6 416.4 13Philadelphia et al, PA-NJ-DE-MD $84,476 8 $62,072 8 665.4 7Los Angeles-Long Beach et al, CA $83,342 9 $58,860 13 1,199.2 2Houston-The Woodlands et al, TX $83,316 10 $59,128 11 614.1 9Chicago et al, IL-IN-WI $83,133 11 $61,244 10 976.7 4San Diego-Carlsbad, CA $82,986 12 $61,766 9 320.3 17Dallas-Fort Worth-Arlington, TX $79,759 13 $58,865 12 647.6 8Atlanta-Sandy Springs et al, GA $76,940 14 $55,755 14 496.1 10St. Louis, MO-IL $72,943 15 $54,888 15 255.4 19Detroit-Warren-Dearborn, MI $69,759 16 $50,886 18 363.3 15Miami-Fort Lauderdale et al, FL $69,302 17 $47,423 19 447.3 12Phoenix-Mesa-Scottsdale, AZ $68,607 18 $51,001 17 333.2 16Riverside et al, CA $67,872 19 $51,888 16 273.3 18Tampa-St. Petersburg et al, FL $63,974 20 $45,791 20 206.4 20

Average (Ex. Miami) $85,277 $62,609 654.0Sources: Claritas 2015, Sitewise 2014.

Page 91

Largest 20 U.S. Market Demographics Age

Miami-Fort Lauderdale is One of the Oldest Markets Evaluated

A. DEMOGRAPHIC COMPARISON

MarketAverage

Age RankMedian

Age RankHouston-The Woodlands et al, TX 35.4 1 34.3 2Riverside et al, CA 35.7 2 33.6 1Dallas-Fort Worth-Arlington, TX 35.7 2 34.8 3Atlanta-Sandy Springs et al, GA 36.6 4 36.1 6Phoenix-Mesa-Scottsdale, AZ 37.3 5 35.9 5Los Angeles-Long Beach et al, CA 37.5 6 36.3 7San Diego-Carlsbad, CA 37.5 6 35.7 4Washington et al, DC-VA-MD-WV 37.6 8 37.0 9Chicago et al, IL-IN-WI 37.8 9 36.9 8Minneapolis et al, MN-WI 37.8 9 37.1 10Seattle-Tacoma-Bellevue, WA 38.4 11 37.8 11New York-Newark et al, NY-NJ-PA 39.1 12 38.4 12Baltimore-Columbia-Towson, MD 39.1 12 38.6 13Philadelphia et al, PA-NJ-DE-MD 39.2 14 38.6 13St. Louis, MO-IL 39.3 15 38.9 15Boston-Cambridge-Newton, MA-NH 39.6 16 39.1 16Detroit-Warren-Dearborn, MI 39.7 17 39.9 18San Francisco-Oakland et al, CA 39.7 17 39.4 17Miami-Fort Lauderdale et al, FL 40.8 19 40.7 19Tampa-St. Petersburg et al, FL 41.8 20 42.3 20

Average (Ex. Miami) 38.1 37.4Sources: Claritas 2015, Sitewise 2014.

Page 92

Largest 20 U.S. Market Demographics Unemployment

Unemployment Rate in Miami-Fort Lauderdale is Above Average

A. DEMOGRAPHIC COMPARISON

MarketUnemployment

Rate RankMinneapolis et al, MN-WI 3.3% 1Dallas-Fort Worth-Arlington, TX 4.0% 2Houston-The Woodlands et al, TX 4.1% 3Boston-Cambridge-Newton, MA-NH 4.3% 4San Francisco-Oakland et al, CA 4.4% 5Washington et al, DC-VA-MD-WV 4.5% 6Seattle-Tacoma-Bellevue, WA 4.8% 7Philadelphia et al, PA-NJ-DE-MD 5.0% 8San Diego-Carlsbad, CA 5.2% 9Baltimore-Columbia-Towson, MD 5.5% 10Tampa-St. Petersburg et al, FL 5.5% 10St. Louis, MO-IL 5.6% 12Phoenix-Mesa-Scottsdale, AZ 5.6% 12New York-Newark et al, NY-NJ-PA 5.6% 12Chicago et al, IL-IN-WI 5.6% 12Miami-Fort Lauderdale et al, FL 5.6% 12Atlanta-Sandy Springs et al, GA 6.4% 17Los Angeles-Long Beach et al, CA 6.7% 18Detroit-Warren-Dearborn, MI 6.7% 18Riverside et al, CA 7.2% 20

Average (Ex. Miami) 5.3%Sources: BLS 2015.

Page 93

Largest 20 U.S. Market Demographics Economy Size (GDP)

The Economy Size of Miami-Fort Lauderdale Ranks 12th of the Largest 20 U.S. Markets

A. DEMOGRAPHIC COMPARISON

Market

Economy Size (GDP-

Billions) RankNew York-Newark et al, NY-NJ-PA $1,471.2 1Los Angeles-Long Beach et al, CA $826.8 2Chicago et al, IL-IN-WI $590.2 3Houston-The Woodlands et al, TX $517.4 4Washington et al, DC-VA-MD-WV $463.9 5Dallas-Fort Worth-Arlington, TX $447.6 6San Francisco-Oakland et al, CA $388.3 7Philadelphia et al, PA-NJ-DE-MD $383.4 8Boston-Cambridge-Newton, MA-NH $370.8 9Atlanta-Sandy Springs et al, GA $307.2 10Seattle-Tacoma-Bellevue, WA $285.0 11Miami-Fort Lauderdale et al, FL $281.1 12Minneapolis et al, MN-WI $227.8 13Detroit-Warren-Dearborn, MI $224.7 14Phoenix-Mesa-Scottsdale, AZ $209.5 15San Diego-Carlsbad, CA $197.9 16Baltimore-Columbia-Towson, MD $168.8 17St. Louis, MO-IL $146.0 18Riverside et al, CA $126.8 19Tampa-St. Petersburg et al, FL $122.5 20

Average (Ex. Miami) $393.5Source: U.S. BEA.

Page 94

Largest 20 U.S. Market Demographics Media Market

Miami-Fort Lauderdale is Below the Average Media Market of the Largest 20 U.S. Markets

Miami DMA Population Ranks 18th and the Radio Population Ranks 11th Nationally

A. DEMOGRAPHIC COMPARISON

Market

TV Population

(000s)U.S.

Rank

Top 20 CBSA Rank

Radio Population

(000s)U.S.

Rank

Top 20 CBSA Rank

New York-Newark et al, NY-NJ-PA 19,995.0 1 1 16,157.5 1 1Los Angeles-Long Beach et al, CA 17,054.0 2 2 11,271.3 2 2Chicago et al, IL-IN-WI 9,474.0 3 3 7,939.5 3 3Philadelphia et al, PA-NJ-DE-MD 7,468.0 4 4 4,558.2 8 8Dallas-Fort Worth-Arlington, TX 7,090.0 5 5 5,633.6 5 5San Francisco-Oakland et al, CA 6,750.0 6 6 6,463.5 4 4Houston-The Woodlands et al, TX 6,579.0 7 7 5,362.1 6 6Boston-Cambridge-Newton, MA-NH 6,448.0 8 8 4,192.8 10 10Atlanta-Sandy Springs et al, GA 6,032.0 9 9 4,549.7 9 9Washington et al, DC-VA-MD-WV 5,982.0 10 10 4,793.4 7 7Detroit-Warren-Dearborn, MI 4,938.0 11 11 3,803.6 12 12Minneapolis et al, MN-WI 4,667.0 12 12 2,875.6 16 15Seattle-Tacoma-Bellevue, WA 4,656.0 13 13 3,638.0 13 13Phoenix-Mesa-Scottsdale, AZ 4,545.0 14 14 3,419.8 14 14Tampa-St. Petersburg et al, FL 4,514.0 15 15 2,531.9 19 17Miami-Fort Lauderdale et al, FL 3,842.0 18 16 3,906.2 11 11St. Louis, MO-IL 3,061.0 23 17 2,328.7 22 19Baltimore-Columbia-Towson, MD 2,694.0 26 18 2,389.3 21 18San Diego-Carlsbad, CA 2,691.0 27 19 2,755.0 17 16Riverside et al, CA NA NA NA 2,010.9 25 20

Average (Ex. Miami) 6,924.3 5,088.1Sources: Arbitron 2014, TV Basics 2014.

Page 95

Largest 20 U.S. Market Demographics Corporate Base

The Corporate Base of Miami-Fort Lauderdale Generally Ranks Below the Average of the Largest 20

U.S. Markets

A. DEMOGRAPHIC COMPARISON

Market

Companies w/ $20mm

Sales Rank

Companies w/ $50mm

Sales Rank

Companies w/ $100mm

Sales Rank

Companies w/ 500+

Employees RankNew York-Newark et al, NY-NJ-PA 7,715 1 3,387 1 2,044 1 1,448 1Los Angeles-Long Beach et al, CA 4,505 2 1,712 2 926 3 860 2Chicago et al, IL-IN-WI 3,828 3 1,649 3 960 2 770 3Houston-The Woodlands et al, TX 2,556 4 1,184 4 767 4 428 8Dallas-Fort Worth-Arlington, TX 2,444 5 1,126 5 672 5 498 6Washington et al, DC-VA-MD-WV 2,441 6 992 7 587 7 664 4Philadelphia et al, PA-NJ-DE-MD 2,313 7 1,002 6 599 6 584 5Boston-Cambridge-Newton, MA-NH 2,213 8 944 8 546 8 469 7Atlanta-Sandy Springs et al, GA 1,798 9 814 9 523 9 378 9San Francisco-Oakland et al, CA 1,747 10 727 10 412 10 318 11Miami-Fort Lauderdale et al, FL 1,638 11 629 13 324 13 304 12Detroit-Warren-Dearborn, MI 1,599 12 643 11 364 11 337 10Minneapolis et al, MN-WI 1,550 13 639 12 357 12 296 13Seattle-Tacoma-Bellevue, WA 1,120 14 436 15 236 15 266 14St. Louis, MO-IL 1,078 15 458 14 271 14 227 17Phoenix-Mesa-Scottsdale, AZ 999 16 384 16 218 16 262 15San Diego-Carlsbad, CA 978 17 355 17 200 17 214 18Baltimore-Columbia-Towson, MD 820 18 326 18 183 18 230 16Tampa-St. Petersburg et al, FL 688 19 280 19 157 19 166 19Riverside et al, CA 662 20 199 20 99 20 131 20

Average (Ex. Miami) 2,161 908 533 450Source: Hoovers 2014, Sitewise 2014.

Page 96

Largest Employers in Broward County

Broward County is Home to a Number of Large Companies

Largest Companies Include Public Sector Employers and Health Care Employers

A. DEMOGRAPHIC COMPARISON

Name EmployeesPublic/

Private Type of OrganizationBroward County School Board 31,880 Public Public Schools and Adult EducationBroward County Government 11,459 Public County Government/Law EnforcementMemorial Healthcare System 11,200 Public Hospital DistrictBroward Health 8,219 Public Hospital DistrictAutoNation 3,971 Private Automotive RetailerNova Southeastern University 3,783 Private UniversityAmerican Express 3,200 Private Commercial and Consumer Financial ServicesBroward College 2,800 Public State CollegeThe Answer Group 2,800 Private Custom Computer ProgrammingCity of Fort Lauderdale 2,457 Public City GovernmentInterbond Corp of America 2,400 Private Consumer Electronics RetailerPrecision Response Corporation 2,000 Private Business Services ProviderKaplan 2,000 Private Online Educational ProviderCitrix 1,802 Private Software DeveloperSpirit Airlines 1,800 Private Air CarrierActavis 1,755 Private Generic Pharmaceuticals Developer/Manufacturer/DistributorJM Family Enterprises, Inc. 1,600 Private Diversified Automotive CorporationCity of Hollywood 1,420 Public City GovernmentPoint Blank Enterprises 1,339 Private Protective Solutions Manufacturer/DistributorRandstad 1,208 Private Employment ServicesCity Furniture 1,157 Private Home Furniture RetailerRick Case Automotive Group 1,134 Private Automotive Sales and ServicesDHL Express 1,075 Private Air Courier ServicesCity of Miramar 1,069 Public City GovernmentCity of Pembroke Pines 1,059 Public City GovernmentSun Sentinel Co. 900 Private News PublicationsAviall 842 Private Aviation PartsUltimate Software 800 Private Professional and Financial Computer SoftwareZimmerman 650 Private Advertising AgencyTempleton Worldwide 600 Private Securities DealersAmerican Changer Corp. 590 Private Bill Changer/Token Dispenser Developer/ManufacturerEd Morse Automotive Group 558 Private Automotive Sales and ServicesMotorola Solutions 500 Private Wireless CommunicationsSource: Greater Fort Lauderdale Alliance.

Page 97

Largest 20 U.S. Market Demographics

The Consulting Team has Analyzed the Inventory of Sports Facilities with Over 10,000 Seats Compared to the Market Characteristics of the Largest 20 U.S. Markets to Better Understand the Seat, Luxury Suite, and Club Seat Inventory in the Comparable Markets

Evaluated the Following Ratios

Population Per Seat Companies Per Suite High Income Households Per Club Seat

Miami-Fort Lauderdale Market Includes the Following Sports Facilities with Over 10,000 Seats

BB&T Center AmericanAirlines Arena Sun Life Stadium Marlins Park FIU Stadium

A. DEMOGRAPHIC COMPARISON

Page 98

Largest 20 U.S. Market Demographics Population Per Seat

Miami Has the 6th Largest Population Per Seat Among the Largest 20 U.S. Markets

A. DEMOGRAPHIC COMPARISON

TeamTotal Seating

Capacity Rank

2015 Population

(000s) RankPopulation

per Seat RankRiverside et al, CA 10,832 20 4,431.3 13 409.1 1New York-Newark et al, NY-NJ-PA 276,906 3 20,114.5 1 72.6 2Los Angeles-Long Beach et al, CA 294,687 2 13,296.9 2 45.1 3Chicago et al, IL-IN-WI 233,534 7 9,570.1 3 41.0 4Atlanta-Sandy Springs et al, GA 143,329 16 5,629.7 9 39.3 5Miami-Fort Lauderdale et al, FL 170,877 13 5,926.2 8 34.7 6Boston-Cambridge-Newton, MA-NH 170,329 14 4,743.5 10 27.8 7Houston-The Woodlands et al, TX 239,473 5 6,467.8 5 27.0 8Philadelphia et al, PA-NJ-DE-MD 226,706 9 6,061.1 7 26.7 9Washington et al, DC-VA-MD-WV 228,656 8 6,066.1 6 26.5 10Detroit-Warren-Dearborn, MI 169,105 15 4,296.9 14 25.4 11San Diego-Carlsbad, CA 142,499 17 3,250.4 17 22.8 12San Francisco-Oakland et al, CA 210,502 10 4,583.1 11 21.8 13Tampa-St. Petersburg et al, FL 138,101 19 2,919.2 18 21.1 14St. Louis, MO-IL 139,725 18 2,806.6 19 20.1 15Dallas-Fort Worth-Arlington, TX 361,669 1 6,951.6 4 19.2 16Phoenix-Mesa-Scottsdale, AZ 250,707 4 4,501.5 12 18.0 17Minneapolis et al, MN-WI 208,498 11 3,509.5 16 16.8 18Seattle-Tacoma-Bellevue, WA 234,554 6 3,663.0 15 15.6 19Baltimore-Columbia-Towson, MD 187,582 12 2,796.9 20 14.9 20

Average (Ex. Panthers) 203,547 6,087.4 47.9Source: Claritas 2015, industry research.

Page 99

Largest 20 U.S. Market Demographics Companies Per Suite

Miami-Fort Lauderdale Ranks 10th to 14th in Terms of Companies with a High Sales Volume or High

Number of Employees per Suite

A. DEMOGRAPHIC COMPARISON

TeamTotal Luxury

Suites Rank CountPer

Suite Rank CountPer

Suite Rank CountPer

Suite Rank CountPer

Suite RankRiverside et al, CA 36 20 662 18.4 1 199 5.5 2 99 2.8 2 131 3.6 1New York-Newark et al, NY-NJ-PA 567 4 7,715 13.6 2 3,387 6.0 1 2,044 3.6 1 1,448 2.6 2Los Angeles-Long Beach et al, CA 539 5 4,505 8.4 3 1,712 3.2 4 926 1.7 5 860 1.6 4Boston-Cambridge-Newton, MA-NH 275 17 2,213 8.0 4 944 3.4 3 546 2.0 3 469 1.7 3Chicago et al, IL-IN-WI 597 2 3,828 6.4 5 1,649 2.8 6 960 1.6 6 770 1.3 6San Francisco-Oakland et al, CA 283 16 1,747 6.2 6 727 2.6 7 412 1.5 8 318 1.1 9Houston-The Woodlands et al, TX 425 8 2,556 6.0 7 1,184 2.8 5 767 1.8 4 428 1.0 11San Diego-Carlsbad, CA 171 19 978 5.7 8 355 2.1 9 200 1.2 9 214 1.3 7Philadelphia et al, PA-NJ-DE-MD 405 9 2,313 5.7 9 1,002 2.5 8 599 1.5 7 584 1.4 5Miami-Fort Lauderdale et al, FL 357 12 1,638 4.6 10 629 1.8 10 324 0.9 14 304 0.9 12Washington et al, DC-VA-MD-WV 582 3 2,441 4.2 11 992 1.7 12 587 1.0 11 664 1.1 8Minneapolis et al, MN-WI 398 10 1,550 3.9 12 639 1.6 14 357 0.9 15 296 0.7 16Atlanta-Sandy Springs et al, GA 472 6 1,798 3.8 13 814 1.7 11 523 1.1 10 378 0.8 14St. Louis, MO-IL 292 15 1,078 3.7 14 458 1.6 15 271 0.9 13 227 0.8 15Baltimore-Columbia-Towson, MD 228 18 820 3.6 15 326 1.4 16 183 0.8 16 230 1.0 10Dallas-Fort Worth-Arlington, TX 680 1 2,444 3.6 16 1,126 1.7 13 672 1.0 12 498 0.7 18Detroit-Warren-Dearborn, MI 460 7 1,599 3.5 17 643 1.4 17 364 0.8 17 337 0.7 17Seattle-Tacoma-Bellevue, WA 324 14 1,120 3.5 18 436 1.3 18 236 0.7 18 266 0.8 13Phoenix-Mesa-Scottsdale, AZ 390 11 999 2.6 19 384 1.0 19 218 0.6 19 262 0.7 19Tampa-St. Petersburg et al, FL 355 13 688 1.9 20 280 0.8 20 157 0.4 20 166 0.5 20

Average (Ex. Panthers) 394 2,161 5.9 908 2.4 533 1.4 450 1.2Source: Hoovers 2014, industry research.

Companies w/ $20mm Sales

Companies w/ 500+ Employees

Companies w/ $50mm Sales

Companies w/ $100mm Sales

Page 100

Largest 20 U.S. Market Demographics High Income Households Per Club Seat

Miami Ranks 17th in Terms of High Income Households per Club Seat

A. DEMOGRAPHIC COMPARISON

TeamTotal Club

Seats Rank

HHs w/ Income

$100,000+ (000s) Rank

High Income Households

per Club Seat Rank

Riverside et al, CA 704 20 273.3 18 388.2 1Los Angeles-Long Beach et al, CA 13,721 14 1,199.2 2 87.4 2New York-Newark et al, NY-NJ-PA 30,974 1 2,430.8 1 78.5 3Boston-Cambridge-Newton, MA-NH 9,668 18 674.8 6 69.8 4Chicago et al, IL-IN-WI 16,811 8 976.7 4 58.1 5Washington et al, DC-VA-MD-WV 22,295 4 1,038.0 3 46.6 6Philadelphia et al, PA-NJ-DE-MD 15,167 12 665.4 7 43.9 7Detroit-Warren-Dearborn, MI 8,739 19 363.3 15 41.6 8Houston-The Woodlands et al, TX 18,242 6 614.1 9 33.7 9Atlanta-Sandy Springs et al, GA 15,354 11 496.1 10 32.3 10San Francisco-Oakland et al, CA 22,897 3 686.0 5 30.0 11Seattle-Tacoma-Bellevue, WA 15,363 10 457.8 11 29.8 12Minneapolis et al, MN-WI 14,595 13 416.4 13 28.5 13Dallas-Fort Worth-Arlington, TX 23,265 2 647.6 8 27.8 14Baltimore-Columbia-Towson, MD 13,456 15 371.5 14 27.6 15San Diego-Carlsbad, CA 12,882 16 320.3 17 24.9 16Miami-Fort Lauderdale et al, FL 18,029 7 447.3 12 24.8 17St. Louis, MO-IL 11,890 17 255.4 19 21.5 18Phoenix-Mesa-Scottsdale, AZ 22,043 5 333.2 16 15.1 19Tampa-St. Petersburg et al, FL 16,140 9 206.4 20 12.8 20

Average (Ex. Panthers) 16,011 654.0 57.8Source: Claritas 2015, industry research.

Page 101

Largest 20 U.S. Market Demographics Cost of Living

Miami-Fort Lauderdale Ranks 13th Among the

Largest 20 U.S. Markets in Terms of Cost of Living Index (Below Average)

A. DEMOGRAPHIC COMPARISON

MarketCost of Living

Index RankNew York, NY 181.3 1San Francisco-Oakland, CA 148.9 2Washington, D.C. 140.1 3Boston, MA 139.7 4Los Angeles-Long Beach, CA 130.4 5San Diego, CA 130.0 6Philadelphia, PA 121.3 7Seattle, WA 119.1 8Chicago, IL 115.3 9Baltimore, MD 113.0 10Riverside, CA 112.5 11Minneapolis, MN 110.1 12Miami-Fort Lauderdale, FL 108.9 13Houston, TX 99.2 14Phoenix, AZ 96.0 15Dallas, TX 95.9 16Detroit, MI 95.6 17Atlanta, GA 95.3 18St. Louis, MO 94.3 19Tampa, FL 93.2 20

Average (Ex. Miami) 117.4Sources: Council for Community and Economic Research 2014.

Page 102

Other Market Considerations – Tourism and Hospitality Industry Broward County Hosts Over 13 Million Visitors Per Year

with Expenditures Totaling Over $10 Billion

A. DEMOGRAPHIC COMPARISON

VisitorsTotal Visitors 13,400,000International Visitors 3,100,000

Economic ImpactExpenditures $10,600,000,000Tourism Generated Tax Revenue $47,698,582Hospitality Jobs Supported 157,000

Hotel IndustryNumber of Hotels 512Average Hotel Occupancy 74.7%Average Room Rate $119.33

Air TravelYearly Arivals/Depratures At FLL 23,559,779Daily Airline Arivals And Departures 627Scheduled Airlines 30

BoatingCruise Ships Sailing From Port Everglades 30Cruise Ship Embarkations/Debarkations 3,600,000

Spending Venues CountRestaurants 4,122Night Clubs 132Hotels 512Parkland Campgrounds 5Parkland Camp Sites 278Source: Greater Fort Lauderdale Convention and Visitors Bureau.

Broward Country 2013 Tourism Figures

Page 103

Other Market Considerations – Seasonality of Tourism March and December Appear to be the

High Seasons for Arrivals in Fort Lauderdale and Miami

A. DEMOGRAPHIC COMPARISON

Domestic International TotalJanuary 877,078 173,355 1,050,433February 848,826 156,319 1,005,145March 1,062,870 187,212 1,250,082April 843,289 159,380 1,002,669May 823,197 130,749 953,946June 792,813 135,743 928,556July 831,155 173,263 1,004,418August 783,857 180,288 964,145September 592,352 114,786 707,138October 722,578 121,060 843,638November 784,498 152,620 937,118December 949,518 207,693 1,157,211

Total 9,912,031 1,892,468 11,804,499Source: Greater Miami Convention & Visitors Bureau.

2013 FLL Arrivals

2013 MIA ArrivalsDomestic International Total

January 842,919 886,905 1,729,824February 807,094 760,578 1,567,672March 945,669 977,125 1,922,794April 826,136 807,185 1,633,321May 878,668 797,709 1,676,377June 870,980 833,827 1,704,807July 898,255 984,834 1,883,089August 842,608 962,457 1,805,065September 697,674 732,746 1,430,420October 808,314 783,698 1,592,012November 809,651 810,736 1,620,387December 968,692 947,135 1,915,827

Total 10,196,660 10,284,935 20,481,595Source: Greater Miami Convention & Visitors Bureau.

Page 104

General Observations – Demographic Comparison Miami-Fort Lauderdale is Generally a Strong Market in Terms of Population and Households

Miami-Fort Lauderdale has Strong Expected Population Growth Over Next 10 Years

Relative Weakness in Median Household Income is Somewhat Offset by Relatively High

Percentage of High Income Households in Miami-Fort Lauderdale

Miami-Fort Lauderdale Generally has an Older Population than the Comparable Markets

In Terms of Population Per Seat and Luxury Suite Per Company, the Miami-Fort Lauderdale Market is Not Overly Saturated as Compared to the Largest 20 U.S. Markets – In Terms of High Income Households to Club Seats, the Market Does Not Rank Favorably

Miami-Fort Lauderdale Benefits from being a Strong Tourist Market – Could Impact Arena Demand for Certain Events (Over 13 Million Tourists to Broward County in 2013)

A. DEMOGRAPHIC COMPARISON

B. COMPETITIVE FACILITIES

Page 106

Competitive Facilities

Existing and Planned Inventory of Arenas/Stadiums in the Miami-Fort Lauderdale Market Provide Competition

Direct Competition from Comparable Arenas, as well as Indirect Competition from Stadiums, Amphitheaters, Performing Arts Centers (to a Lesser Degree), and Other Entertainment Alternatives Must be Considered

Patrons Events/Tenants Advertising/Sponsorships Premium Seating Other

B. COMPETITIVE FACILITIES

Page 107

Competitive Facilities

Numerous Competitive Facilities in the Market

AmericanAirlines Arena Hard Rock Live Arena Perfect Vodka Amphitheatre BankUnited Center Sun Life Stadium Marlins Stadium

Significant Inventory/Supply of Sponsorship Opportunities and Premium Seating (Luxury Suites/Club

Seats) in Market Area

AmericanAirlines Arena in Downtown Miami Provides the Most Significant Competition to BB&T Center

B. COMPETITIVE FACILITIES

Page 108

AmericanAirlines Arena – Miami, FL AmericanAirlines Arena (AAA) is home to the NBA Miami Heat. The arena opened in 1999 at a reported cost of $213 million, and is currently managed by AEG (reportedly a services agreement). The arena seats 19,600 with 80 luxury suites/loge boxes and 1,100 club seats. AmericanAirlines Arena replaced the Miami Arena and joined BB&T Center in the greater market area. Tenants Miami Heat (NBA)

B. COMPETITIVE FACILITIES

Arena: AmericanAirlines Arena

Year Open/Renovated: 1999

Total Cost: $213 Million

Contractor: Morse Diesel/Odebrecht Construction

Architect: Arquitectonica/Thornton/M&H

Management: AEG

Concessionaire: Levy Restaurants

Total Seating Capacity: 19,600

Luxury Suites: 80

Club Seats: 1,100

Market Population: 5,926,167

Page 109

Hard Rock Live Arena – Hollywood, FL Hard Rock Live Arena is a 5,500 seat venue at the Seminole Hard Rock Hotel and Casino. The arena hosts a variety of concerts and shows. Despite a capacity below those of major arenas, our promoter and operator interviews indicate that the arena has been able to capture numerous concerts by offering artists and promoters very favorable terms. In 2015, several major shows are scheduled for the arena, including Andrea Bocelli, Jerry Seinfeld, and Bette Midler.

B. COMPETITIVE FACILITIES

Page 110

Perfect Vodka Amphitheatre – West Palm Beach, FL Operated by Live Nation, the Perfect Vodka Amphitheatre opened in 1996. Located in Inland West Palm at the South Florida Fairgrounds, the amphitheater is an outdoor music and event venue holding up to 19,000 patrons. The venue’s naming rights sponsorship with Cruzan Rum recently ended and was temporarily renamed Coral Sky Amphitheatre until Live Nation found a new partner in June 2015.

B. COMPETITIVE FACILITIES

Page 111

BankUnited Center – Coral Gables, FL BankUnited Center is located on the campus of the University of Miami (Florida), and hosts the men’s and women’s basketball teams. The arena seats 8,000 and has 25 luxury suites. Tenants University of Miami (Florida)

B. COMPETITIVE FACILITIES

Arena: BankUnited Center

Year Open/Renovated: 2003

Total Cost: $48 Million

Contractor: Turner Construction

Architect: Ellerbe Beckett/Spills Candela

Management: Global Spectrum

Concessionaire: Chartwells

Total Seating Capacity: 8,000

Luxury Suites: 25

Club Seats: NA

Market Population: 5,926,167

Page 112

Sun Life Stadium – Miami Gardens, FL Sun Life Stadium is the home of the NFL Miami Dolphins. The stadium, which currently holds 75,540 seats, 190 luxury suites, and 10,193 club seats, is currently undergoing a second major renovation at cost of approximately $425 million. The renovations are projected to be completed in time for the 2017 season. The Dolphins unsuccessfully lobbied the state and county for funding via a county-wide hotel tax increase during Spring 2013. The team then pursued a property tax relief agreement with Miami-Dade in early 2014, until announcing in May that they would no longer seek such aid. In June 2014, the Dolphins reached agreement with Miami-Dade County to provide the Team with performance-based incentives of up to $5 million per year. The annual incentive varies depending on the mix of non-NFL events the Stadium hosts during a given year. The most valuable events are World Cup and Super Bowl games, which trigger a $4 million incentive. Lesser events such as soccer friendlies would be worth $750,000 per game. In Fall 2014, the Dolphins had applied for $3 million per year in sales tax rebates from the State under a new program wherein the Florida Department of Economic Opportunity makes $13 million per year available as incentive for sports project around the state. The Florida legislature had been expected to vote on the recipients of those rebates during 2015.

B. COMPETITIVE FACILITIES

Stadium: Sun Life Stadium

Year Open/Renovated: 1989/2007/2016

Total Cost: $115/$250/$425 Million

Contractor: Huber, Hunt & Nichols

Architect: HOK Sports

Management: Miami Dolphins

Concessionaire: Centerplate

Seating Capacity: 75,540, 65,326 post 2017

Luxury Suites: 190

Club Seats: 10,193

Market Population: 5,926,167

Page 113

Sun Life Stadium – Miami Gardens, FL 2015-2017 Renovations

The overall project size is approximately $425 million.

Work began during the 2015 offseason and is expected to span up to three offseasons. Approximately $50 million in NFL G-4 funding will be used as financing.

The Scope of the Project Includes: Reducing Seating Capacity by Approximately 10,000

Seats to 65,000 Permanent Fixed Seats by Removing the Uppermost Seating Sections

New Corner Video Boards Increasing the Percentage of Seats Shaded by the

Stadium Canopy from 15% to 92% Reconfiguration of Lower Seating Bowl to a Shallower

but Longer Rake Replacing all Fixed Seats Additional Club and Suite Spaces Major Technology Upgrades in Conjunction with a

Partnership with Samsung Business

B. COMPETITIVE FACILITIES

Sources: Public documents, Miami Dolphins.

Page 114

Marlins Park – Miami, FL Marlins Park is home to the MLB Miami Marlins, and was completed in 2012 at a cost of $634 million. The stadium holds 37,422 seats, 39 luxury suites, and 3,000 club seats. Tenants Miami Marlins (MLB)

B. COMPETITIVE FACILITIES

Stadium: Marlins Park

Year Open/Renovated: 2012

Total Cost: $634 Million

Contractor: Hunt/Moss

Architect: Populous

Management: Miami Marlins

Concessionaire: Levy Restaurants

Total Seating Capacity: 37,422

Luxury Suites: 39

Club Seats: 3,000

Market Population: 5,926,167

Page 115

Notable Arenas/Amphitheaters – Region

Klipsch Amphitheater at Bayfront Park: Capacity of 7,500 – Miami, FL

Bayfront Park Hosts Ultra Music Festival, Drawing Over 160,000 Attendees Each Year

Mizner Park Amphitheater: Capacity of 4,200 – Boca Raton, FL Pompano Beach Amphitheater: Capacity of 2,894 – Pompano Beach, FL

Sunset Cove Amphitheater: Capacity of 6,000 – Boca Raton, FL

FIU Arena: Capacity of 5,000 – Miami, FL

FAU Arena: Capacity of 3,500 – Boca Raton, FL

Don Taft University Center (Nova Southeastern University): Capacity of 4,500 – Davie, FL

Bergeron Rodeo Grounds: Capacity of 5,000 – Davie, FL

James L. Knight Center: Capacity of 4,569 – Miami, FL

B. COMPETITIVE FACILITIES

C. PROMOTER/USER INTERVIEWS

Page 117

Promoter/User Interviews Miami-Fort Lauderdale Considered a Very Strong Concert Market – Tourism and High Income

Households Drive Strong Ticket Prices

Market Anchors “Southeast Swing” of Many Touring Acts (Atlanta Also Anchors)

Market is One of the “Big Three” Markets for Latin-Themed Acts (New York/Los Angeles) Latin Show Promoters Prefer AmericanAirlines Arena Over BB&T Center Latin Show Promoters will Reroute Tour to Hold a Desired Date at AmericanAirlines Arena

High Level of Competition for Acts, Particularly During Outdoor Concert Season

Promoters Indicated Family/Circus/Cirque du Soleil Shows have Developed Separate Operating

History at BB&T Center and AmericanAirlines Arena Traditional Circus has Long Track Record at AmericanAirlines Arena Cirque du Soleil has Long Track Record at BB&T Center – Desire to Distinguish its Shows from

Downtown Big Top Shows is a Driver of Cirque du Soleil Booking Decisions Some Anticipation of Increased Competition Between Venues for Circus Shows

Alternative Concert Venues Such as the Hard Rock Live Arena and Perfect Vodka Amphitheatre

Impact Economics of Two Main Arenas

C. PROMOTER/USER INTERVIEWS

Page 118

Promoter/User Interviews

Promoters Report Very Strong Competition Between the BB&T Center and AmericanAirlines Arena, Resulting in Relatively High Performer Shares, Leaving Smaller Shares for the Arenas and Promoters

For Several Years BB&T Center had a Major Advantage in Market Share for Events – Promoters and Operators Report that the Reason was a Lack of Willingness by AmericanAirlines Arena to Aggressively Compete for Shows – AmericanAirlines Arena began Gaining Market Share in the Middle Part of the 2000s

Promoters Indicated that BB&T Center and AmericanAirlines Arena Perform Similarly as Music Venues – No Major Difference in Economics

Expense Profile and Seating Manifest Similar Between Arenas

Promoters Indicated They Generally have Little Trouble Booking Desirable Dates Year Round –

Promoters Generally Do Not have to Settle for Non-Preferred Dates

Promoters Indicated Significant Competition Between the Two Arenas and Other Facilities – Margins Definitely Affected by Competitive Environment

C. PROMOTER/USER INTERVIEWS

Page 119

Promoter/User Interviews

Promoters Generally Indicated They Prefer the Parking at BB&T Center, But Not Enough to Affect Booking Decisions

One Promoter Suggested BB&T Center is a Relatively Stronger Building for Events that Must Occur on Weekdays Because of Favorable Traffic Conditions During Weekday Rush Hour

One Promoter Strongly Cautioned that his Show Promoters Would Look Less Favorably at BB&T Center Without the Panthers Because of the Lack of a Strong Season Ticket Holder Database to Market Events Going Forward

One Promoter Commented that Without the Panthers, BB&T Center will Need to Market Itself Aggressively to Maintain its Brand as a Top Tier Venue on Par with AmericanAirlines Arena

One Promoter Commented that the Age of BB&T Center is a Concern and Indicated that Capital Repairs/Maintenance Need to be Diligently Executed to Keep the Building from Starting to Deteriorate in Terms of Performance

Smaller Acts and Less Expensive Events Perform Relatively Better at AmericanAirlines Arena –Proximity to Higher Population-Dense Areas of the Market

C. PROMOTER/USER INTERVIEWS

D. MARKET SHARE

Page 121

Miami-Fort Lauderdale Event Market Overview Market Share for Non-Tenant (NHL/NBA) Events is Typically a Function of Numerous Factors,

Including

Facility Location/Demographics Facility Availability (Preference for Weekend Nights/Seasonal and Routing Preferences) Contract Terms/Facility Economics Capacity/Facility Characteristics

Market Share Between the BB&T Center and AmericanAirlines Arena for Events (Pollstar Reported)

has Largely Stabilized at Roughly 50/50 Since 2009

Excluding Latin Acts, BB&T Center has a Slight Edge for the Remaining Market Share

Sunrise and Downtown Miami Generally Operate as One Market

Strong Base of Local Population Plus Vacationing and “Snow Bird” Tourists Population Spread Over Large Geographic Area Significant Competition from Other Activities

It is Important to Note that in 2009, BB&T Center and Live Nation Signed an Agreement Giving

Preferred Booking Status to BB&T Center

D. MARKET SHARE

Page 122

Miami-Fort Lauderdale Event Market Overview – Gross Market Size

Miami is One of the Largest

Concert and Event Markets in North America as Reported by Pollstar

D. MARKET SHARE

Source: Pollstar.

Reported Gross Ticket Sales Jan 2000 - Nov 2014 Per Year (average)BB&T Center $283,602,569 $18,909,427AmericanAirlines Arena $233,806,095 $15,589,207Combined $517,408,665 $34,498,634

Total Events Jan 2000 - Nov 2014 Per Year (average)BB&T Center 387 25.8AmericanAirlines Arena 283 18.9Combined 670 44.7

Source: Pollstar.

Source: Pollstar.

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Page 123

Miami-Fort Lauderdale Event Market Overview

Historical Market Share Summarized Below– BB&T Center vs. AmericanAirlines Arena AmericanAirlines Arena has Secured an Increasing Market Share in Terms of Ticket Revenues,

Show Count, and Attendance

D. MARKET SHARE

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2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

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by Ticket Revenues by Show Count by Attendance

Greater BB&T Market Share

Greater AAA Market Share

Source: Pollstar.

Page 124

D. MARKET SHARE

Miami-Fort Lauderdale Event Market Overview Miami-Fort Lauderdale Event Market has Historically been Volatile from Year to Year

BB&T Center and AmericanAirlines Arena have More Frequently Trended Together than in

Opposite Directions

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Page 125

Miami-Fort Lauderdale Event Market Overview

The Chart to the Right Shows the Frequency of Events (Pollstar Reported) Throughout an Average Year Since 2000

The Market is Modestly Stronger in the Fall, Winter and Spring Months

Red Coloring Indicates that Events Frequently Occurred During that Time Period, While Green Indicates a Lack of Events

D. MARKET SHARE

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Source: Pollstar Event Reports

Page 126

Miami-Fort Lauderdale Live Event Market Overview Event Booking by Day of Week

Both Arenas have had Success Booking a Majority of Events on Weekend Dates since 2000 BB&T Center

AmericanAirlines Arena

D. MARKET SHARE

By Day of Week Events Gross Ticket Revs Average GateMonday 48 $36,435,867 $759,081Tuesday 19 $15,532,915 $817,522Wednesday 42 $32,591,278 $775,983Thursday 38 $30,191,696 $794,518Friday 53 $38,673,935 $729,697Saturday 80 $50,974,910 $637,186Sunday 107 $79,201,970 $740,205

By Day of Week Events Gross Ticket Revs Average GateMonday 43 $29,507,121 $686,212Tuesday 17 $19,137,178 $1,125,716Wednesday 13 $8,342,918 $641,763Thursday 26 $26,485,294 $1,018,665Friday 39 $27,885,097 $715,002Saturday 62 $62,728,271 $1,011,746Sunday 83 $59,720,216 $719,521 Source: Pollstar.

Page 127

Miami-Fort Lauderdale Live Event Market Overview Show Sales Data from Pollstar Suggest Very Similar Ticket Sales from Events at the Two Arenas

A Handful of Tours over the Years Have Played Both Buildings in the Same Tour

Data from the Small Sampling of Shows Suggests that Large Shows Perform Very Similarly at

Both Arenas, and Small Shows (Mostly Family Shows) Perform Moderately Better at AmericanAirlines Arena

We Also Sampled Shows to See How Events Performed as Measured Against the Average for a Particular Tour. The Results Below Suggest Moderately Better Results at AmericanAirlines Arena vs. BB&T Center.

D. MARKET SHARE

Large Shows Average Nightly Gate ToursBB&T Center $1,284,455 16AmericanAirlines Arena $1,277,476 16

Small Shows Average Nightly Gate ToursBB&T Center $155,517 8AmericanAirlines Arena $177,414 8

Performance vs. Tour AverageAmericanAirlines Arena 114%BB&T Center 98%

Source: Pollstar.

Source: Pollstar.

Source: Pollstar.

Page 128

Miami-Fort Lauderdale Event Market Overview Weekday Event Bookings at BB&T Since Opening in 2000

Since 2009, When Live Nation Agreement Began

Events Per Year have Decreased Somewhat Over Time While Annual Ticket Revenue has Increased

Note: Some of the Weekday Events Occurred on Holiday Mondays

D. MARKET SHARE

Weekdays Only (Mon-Thurs):147 Events in Total

9.90 Events per Year $114,751,755 Total Ticket Revenue

$7,904,207 Annual Ticket Revenue

Weekdays Only (Mon-Thurs):50 Events in Total

8.56 Events per Year $47,523,066 Total Ticket Revenue$8,612,671 Annual Ticket Revenue

Source: Pollstar.

Source: Pollstar.

Page 129

Miami-Fort Lauderdale Event Market Overview Ticket Revenue vs. Tour Average for Weekday vs. Weeknight Events

The Consulting Team Examined the Performance of Events on Each Night of the Week as Compared

to that Tour’s National Average from 2006-2013 as Reported by Pollstar

All Performances: 98% of National Average Friday – Sunday Performances: 100% of National Average Monday – Thursday Performances: 93% of National Average

D. MARKET SHARE

By Day of Week Events Performance vs Tour Average Monday 17 83%Tuesday 7 104%Wednesday 8 100%Thursday 11 96%Friday 15 82%Saturday 22 99%Sunday 29 110%

Source: Pollstar.

Page 130

Miami-Fort Lauderdale Event Market Overview – Opportunities

Historical Frequency of Event Nights at AmericanAirlines Arena that Overlapped with Panthers Games – Since 2000 (AmericanAirlines Arena First Full Year in Operation) 3.37 Panthers Games have Conflicted with AmericanAirlines Arena Events Per Year, for Almost

$4 Million in Ticket Revenue Per Year

D. MARKET SHARE

All Events: 50 Events in Total3.37 Events per Year

$57,156,523 Total Ticket Revenue$3,936,994 Annual Ticket Revenue

Weekends Only (Fri-Sun):34 Events in Total

2.29 Events per Year $36,462,522 Total Ticket Revenue$2,511,572 Annual Ticket Revenue

Weekdays Only (Mon-Thurs):16 Events in Total

1.08 Events per Year $20,694,001 Total Ticket Revenue$1,425,422 Annual Ticket Revenue

By Day of Week Events Gross Ticket Revs Average GateMonday 5 $6,967,257 $1,393,451Tuesday 3 $4,337,732 $1,445,911Wednesday 1 $1,003,715 $1,003,715Thursday 7 $8,385,298 $1,197,900Friday 11 $11,645,726 $1,058,702Saturday 7 $11,682,574 $1,668,939Sunday 16 $13,134,222 $820,889

Source: Pollstar.

Page 131

Miami-Fort Lauderdale Event Market Overview – Opportunities Historical Frequency of Event Nights at AmericanAirlines Arena that Overlapped with Panthers

Games – Since Live Nation Agreement Began in 2009 4.45 Panthers Games have Conflicted with AmericanAirlines Arena Events Per Year, for Over $6

Million in Ticket Revenue Per Year

D. MARKET SHARE

All Events: 26 Events in Total4.45 Events per Year

$34,950,096 Total Ticket Revenue$6,334,054 Annual Ticket Revenue

Weekends Only (Fri-Sun):17 Events in Total

2.91 Events per Year $23,967,602 Total Ticket Revenue$4,343,682 Annual Ticket Revenue

Weekdays Only (Mon-Thurs):9 Events in Total

1.54 Events per Year $10,982,494 Total Ticket Revenue$1,990,373 Annual Ticket Revenue

By Day of Week Events Gross Ticket Revs Average GateMonday 4 $3,903,496 $975,874Tuesday 1 $2,908,300 $2,908,300Wednesday 1 $1,003,715 $1,003,715Thursday 3 $3,166,984 $1,055,661Friday 7 $6,594,320 $942,046Saturday 4 $10,026,418 $2,506,605Sunday 6 $7,346,863 $1,224,477

Source: Pollstar.

Page 132

Miami-Fort Lauderdale Event Market Overview – Opportunities

The Consulting Team Evaluated Overall Market Share if BB&T Center Did Not Host Panthers It is Estimated that Potential Economic Gains Due to Capture of AmericanAirlines Arena Events

Historically Occurring During Panthers Games Could Approach $300,000-$600,000 Per Year, If BB&T Center were able to Capture All Such Events

The Consulting Team Evaluated the Potential for Increased Revenues Due to Increased Weekend

Availability if BB&T Center Did Not Host Panthers

During the Period Studied, Gate Receipts for Events were Higher on Average When the Performance was Held on a Weekend Night

Some of these Events Reflect Multiday Shows Increase is Likely Understated Slightly Because of the Effect of Holiday Mondays

In Addition to Potential Market Share Capture, it is Estimated that Potential Economic Gains Due

to Increased Scheduling of Weekend Shows Without the Panthers Could Approach $50,000-$100,000, Depending on the Mix of Shows and Scheduling

D. MARKET SHARE

E. POTENTIAL USERS/TENANTS

Page 134

Overview

In Addition to Events Such as Concerts, Family Shows, and Community Events, Many Arenas Often Include One or More Anchor Tenants

BB&T Center could Consider the Potential of a Replacement Anchor Tenant – Minor League Team

Candidate League Would Likely have a Presence in the Southeast and Team Available to Relocate or a Desire to Expand

Advantages of an Anchor Tenant Could Include Stabilizing Revenue Streams During the Year and Across Years Increased Activity/Exposure of Arena Increases Sponsorship and Naming Rights Demand Ticket Buyer Database to Promote Concerts and Other Events

Certain Arena Operators Prefer to Operate Arenas with No Minor League Tenants to Provide More

Flexible Scheduling Opportunities for More Profitable Events

Note: Reported Attendance Figures Reflect Announced Attendance which are Typically Higher than Paid/Turnstile Attendance.

E. POTENTIAL USERS/TENANTS

Page 135

American Hockey League (AHL) – Overview The American Hockey League (AHL) is the highest level of minor league hockey in the U.S. and Canada, officially formed in 1938 with eight teams as a consolidation of the Canadian-American Hockey League and the International Hockey League. All 30 AHL teams are affiliated with an NHL team, with the AHL affiliate as the Triple-A tier of minor league development. In 2015, five AHL teams relocated to California to create a Pacific Division.

E. POTENTIAL USERS/TENANTS

Team2013-14

Avg. Attendance

Hershey Bears 9,664Grand Rapids Griffins 8,220Lake Erie Monsters 8,144Providence Bruins 8,135Chicago Wolves 7,927San Antonio Rampage 7,001Charlotte Checkers 6,360St. John's IceCaps 6,287Toronto Marlies 6,013Iowa Wild 5,883Milwaukee Admirals 5,844Wilkes-Barre/Scranton Penguins 5,804Manchester Monarchs 5,608Syracuse Crunch 5,574Rochester Americans 5,412Texas Stars 5,294Norfolk Admirals 5,004Hamilton Bulldogs 4,946Bridgeport Sound Tigers 4,860Rockford IceHogs 4,804Adirondack Phantoms 4,192Hartford Wolf Pack 3,958Worcester Sharks 3,958Binghamton Senators 3,936Springfield Falcons 3,787Utica Comets 3,435Albany Devils 3,360Oklahoma City Barons 3,348Abbotsford Heat 3,007Portland Pirates 2,185

Average 5,398Source: AHL.

Page 136

American Hockey League (AHL) – League Interview

Miami-Fort Lauderdale Market and Southeast have not been a Target Region for the League

AHL Sees Challenges in Adding a Single Florida Team

AHL Office was Not Aware of Any Team Actively Looking to Relocate Likeliest Option Would be if an NHL Team Chose Miami as a Desired Location for its Affiliate

Tampa Bay’s Current AHL Affiliate Plays in Syracuse, New York

Additional Observations

AHL is Most Desirable Minor Hockey League

AHL’s Estimation of the Challenges of Adding a Florida Team are Reasonable and Expected

Fans Might be Reluctant to Embrace a Minor League Hockey Team at Least Initially – Step Down

from NHL

E. POTENTIAL USERS/TENANTS

Page 137

ECHL – Overview The ECHL was formerly known as the East Coast Hockey League, and is considered the Double-A tier of minor league hockey in the U.S., below the AHL. The ECHL was founded in 1988 with 5 teams, and now contains 28 teams, most of which have an affiliation with an NHL and AHL team. Just in the last three years, there has been significant franchise activity. As of the 2014-15 season, two teams (San Francisco and Las Vegas) are no longer operating, but a team in Indianapolis was granted an expansion membership. The league also absorbed the seven remaining members of the Central Hockey League. In 2013-14, Trenton ceased operations. Four teams (Evansville, Fort Wayne, Orlando, and San Francisco) were granted expansion memberships and Chicago withdrew from the ECHL for the 2012-13 season. ECHL teams are located across the country, but are more concentrated in the Eastern U.S.

E. POTENTIAL USERS/TENANTS

Team2013-14

Avg. Attendance

Ontario Reign 8,158Fort Wayne Komets 7,211Orlando Solar Bears 6,355Toledo Walleye 6,022Evansville IceMen 5,369Colorado Eagles 5,289Gwinnett Gladiators 5,171Florida Everblades 5,045Utah Grizzlies 5,003Bakersfield Condors 4,859Stockton Thunder 4,786Alaska Aces 4,619Las Vegas Wranglers 4,581Cincinnati Cyclones 4,229Reading Royals 4,087Idaho Steelheads 3,997South Carolina Stingrays 3,812Greenville Road Warriors 3,430Kalamazoo Wings 3,138Elmira Jackals 2,629San Francisco Bulls 2,292Wheeling Nailers 2,252

Average 4,652Source: ECHL.

Page 138

ECHL – League Interview

ECHL Office Unsure Whether Miami Market is Proper Fit for the League

Mid-Size Markets with Strong Community Pride have been Most Successful in Past

League Desire for a Balanced, National Footprint is a Plus for Miami

ECHL Would Want to Better Understand Broward Demographics of Greater Miami

ECHL Requires Strong Owner with a Sound Business Plan

No Immediate Expansion Plans, but Some Franchises are Looking for Stronger Markets

Additional Observations

Fans Might be Reluctant to Embrace a Minor League Hockey Team at Least Initially – Step Down from NHL – As a “Double-A” League, Would be a Significant Drop-Off in Quality of Play

May Not be Feasible for ECHL Team to Play in an Arena as Large as BB&T Center

Cost Structure is Low, as are Team Values

E. POTENTIAL USERS/TENANTS

Page 139

Arena Football League (AFL) – Overview The Arena Football League (AFL) is the highest level of professional indoor football in the U.S. Indoor football is played on a smaller field than the NFL, with a faster-paced and higher-scoring result. The league was founded in 1987 with four teams. The AFL survived a cancellation of the entire 2009 season, amid creditors forcing the league into bankruptcy. After the suspended season the league returned and had grown to 14 teams for the 2014 season, before reducing to 12 for the 2015 season and nine for the 2016 season. League representatives indicated that an AFL development league is expected to be established in the coming years. The AFL development league is expected to replace the now defunct af2, which ceased operations in 2009.

E. POTENTIAL USERS/TENANTS

Team2014

Avg. Attendance

Tampa Bay Storm 11,403Los Angeles Kiss 10,945Cleveland Gladiators 10,610Arizona Rattlers 9,706Jacksonville Sharks 9,433Spokane Shock 8,979Philadelphia Soul 8,633Portland Thunder 8,586San Jose SaberCats 8,484Iowa Barnstormers 8,201Pittsburgh Power 6,370San Antonio Talons 6,348New Orleans VooDoo 5,504Orlando Predators 5,421

Average 8,473Source: Industry Research.

Page 140

Arena Football League – League Interview

AFL has a High Level of Interest in the Miami Market

League has a Desire to Expand in the Near Future

Miami-Fort Lauderdale Market Demographics are Suitable to a Top Tier AFL Franchise

Miami-Fort Lauderdale Brand Image is Consistent with League’s Desired Image

No Potential Owner has Expressed Interest in Miami-Fort Lauderdale

Key Terms for Acceptable Lease Include Modest Rent Shared Event Economics

Additional Observations Short Season Means Fewest Conflicts with Potential Concerts/Events Competes with Many Other Football Products in the Market AmericanAirlines Arena could Potentially Compete for a Franchise

E. POTENTIAL USERS/TENANTS

Page 141

NBA Development League (D-League) The NBA Development League (D-League) is the NBA’s official minor league basketball organization. The league began with eight teams in 2001, and has since grown to 18. Most teams are now single-affiliated or owned by an NBA team. The NBA is interested in ultimately expanding to 30 teams so each NBA team will have a direct, single affiliation. Coordination with the Miami Heat and NBA would be required.

E. POTENTIAL USERS/TENANTS

Team2013-2014

Avg. Attendance

Texas Legends 5,737Iowa Energy 4,807Rio Grande Valley Vipers 4,681Erie BayHawks 3,370Sioux Falls Skyforce 3,036Fort Wayne Mad Ants 2,910Idaho Stampede 2,852Canton Charge 2,609Maine Red Claws 2,493Santa Cruz Warriors 2,441Tulsa 66ers 2,384Austin Toros 2,339Springfield Armor 2,288Reno Bighorns 2,140Delaware 87ers 1,465Bakersfield Jam 550Los Angeles D-Fenders 389

Average 2,735Source: Industry Research.Note: As of 03-16-14. Full season data was not available.

Page 142

Women’s National Basketball Association The Women’s National Basketball Association (WNBA) began play in 1997 with 8 teams. The league now has 12 teams, split into a western and eastern conference. Most teams share an arena with an NBA counterpart. WNBA teams are located throughout the country. Coordination with the Miami Heat and NBA would be required.

E. POTENTIAL USERS/TENANTS

Team2014

Avg. Attendance

Phoenix Mercury 9,557Minnesota Lynx 9,333New York Liberty 8,949Washington Mystics 8,377Los Angeles Sparks 8,288Indiana Fever 7,900San Antonio Stars 7,719Seattle Storm 6,717Chicago Sky 6,685Connecticut Sun 5,980Atlanta Dream 5,864Tulsa Shock 5,566

Average 7,578Source: Sports Business Daily.

Page 143

Additional Potential Tenants Indoor Football League (IFL) – Began Play in 2009

Champions Indoor Football (CIF) – To Begin Play in 2015

Major Arena Soccer League (MASL) – Began Play in 2008

National Lacrosse League (NLL) – Began Play in 1987

E. POTENTIAL USERS/TENANTS

Page 144

Former Teams in Market (Arena-Based) (Year Team Folded or Relocated) Women’s National Basketball Association (WNBA)

Miami Sol (2002)

Indoor Football

Miami Inferno – UIFL (2014)

Florida Bobcats – AFL (2001)

Minor League Hockey

Miami Manatees – World Hockey Association 2 (2004)

Miami Matadors – ECHL (1999)

West Palm Beach Blaze/Barracudas – SuHL/SHL (1996)

Note: List May Not be All Inclusive.

E. POTENTIAL USERS/TENANTS

V. FINANCIAL ANALYSIS

A. OVERVIEW

Page 147

Overview

The Consulting Team Developed Financial and Operating Assumptions for the BB&T Center to Understand the Potential Net Cash Flow from Operations Without the Panthers

The Consulting Team has Made Significant Assumptions Related to Arena Operating Revenues and Expenses

The Consulting Team Reviewed Historical Operating Performance of the BB&T Center and Utilized

Comparable Arena Information from Our Proprietary Internal Database to Develop Key Assumptions

Information Obtained from Numerous Sources Including Comparable Facilities, Industry Sources, Etc.

In Order to Obtain Accurate and Relevant Information, the Consulting Team Agreed to Maintain

Confidentiality of Arenas (Please Note Data from Comparable Arenas Reflects Most Recent Year Available – No Adjustments Made – Consideration Given to Date of Data)

As Noted Previously, Findings are Limited in Nature as the Consulting Team has Not Completed General Public/Corporate Surveys or Focus Groups

A. OVERVIEW

B. COMPARABLE ARENAS

Page 149

Comparable Arena Overview

The Consulting Team Identified 18 Arenas to be “Comparable” to BB&T Center Without a NHL Tenant (See Appendix A for Case Studies)

Comparable Arenas were Selected Based on Some or All of the Following Factors Physical Characteristics Age Size Amenities

Operating Characteristics Tenant Mix (No NHL or NBA Tenant) Competing Arena in Market

Other Characteristics Market Location

B. COMPARABLE ARENAS

Page 150

Comparable Arena Overview

Consideration was Given to Impact of Key Variables on Performance

Market Demographics Cost of Living Number of Professional and Collegiate Sports Teams Other Entertainment Alternatives Local Market Conditions Tenant/Event Mix Climate Other

B. COMPARABLE ARENAS

Page 151

Comparable Arena Market Demographics

Evaluated Demographics of Comparable Arena Markets (See Appendix B for Detail) Core Base Statistical Area (CBSA) Designation 30 Mile Geographic Ring Designation

The Selected Comparable Arenas and CBSA Market are Summarized Below

B. COMPARABLE ARENAS

Arena Market Built Capacity Suites Club Seats Tenants

KeyArena Seattle-Tacoma-Bellevue, WA 1962/1995 17,000 48 2,439 WNBA, UniversityThe Forum Los Angeles-Long Beach et al, CA 1967/1988/2014 17,500 TBD TBD NAIZOD Center - (1) New York-Newark et al, NY-NJ-PA 1981 20,049 29 TBD NAAllstate Arena Chicago et al, IL-IN-WI 1980/2000 17,500 48 0 AHL, WNBAThe Arena at Gwinnett Center Atlanta-Sandy Springs et al, GA 2003 13,100 36 1,388 ECHLU.S. Bank Arena Cincinnati, OH-KY-IN 1975/1997 12,823 39 0 ECHLSprint Center Kansas City, MO-KS 2007 18,630 72 1,706 NAJacksonville Veterans Memorial Arena Jacksonville, FL 2003 15,000 36 2,064 AFL, UniversityKFC Yum! Center Louisville et al, KY-IN 2010 22,000 75 2,854 UniversityBOK Center Tulsa, OK 2008 19,199 38 682 WNBA, ECHLCenturyLink Center Omaha Omaha-Council Bluffs, NE-IA 2003 18,000 32 1,223 UniversityColonial Life Arena Columbia, SC 2002 18,000 45 300 UniversityGreensboro Coliseum Greensboro-High Point, NC 1959/1990/2016 23,500 24 TBD UniversityTacoma Dome Seattle-Tacoma-Bellevue, WA 1983 23,000 TBD TBD NAVerizon Arena Little Rock et al, AR 1999 18,000 32 0 NAIntrust Bank Arena Wichita, KS 2010 15,000 22 150 CHL, CIFWells Fargo Arena Des Moines-West Des Moines, IA 2005 16,110 36 630 D-League, AHL, IFLPinnacle Bank Arena Lincoln, NE 2013 16,000 36 832 University(1) IZOD Center is expected to close in 2015.Source: Resource Guide Live, Industry Research.

Page 152

B. COMPARABLE ARENAS

Comparable Arena Demographic Overview CBSA Designation Limited Demographic Overview – Provided for

Illustrative Purposes

BB&T Center’s Market is the 4th Largest in Terms of Population and Households

BB&T Center’s Market has Low Income Levels and an Above Average Number of High Income Households

BB&T Center’s Market has the Oldest Population and a Higher Unemployment Rate as Compared to the Market Average

BB&T Center’s Market has a Corporate Base that is Above the Average

Behind Only New York, Los Angeles,

Chicago, and Atlanta Market Areas in Both Categories

Statistical Measure BB&T CenterRank of 19 Average - (1)

2014 Population (000s) 5,926.2 4 3,811.2 2019 Population (000s) 6,303.8 4 3,946.0 Est. % Growth 2014-19 6.37% 1 4.15%

2014 Households (000s) 2,226.1 4 1,403.3 2019 Households (000s) 2,367.6 4 1,456.6 Est. % Growth 2014-19 6.35% 3 4.36%

Average Household Income $69,302 12 $74,658Median Household Income $47,423 18 $55,875High Income Households (000s) 447.3 7 391.5

Average Age 40.8 19 37.9Median Age 40.7 19 37.0

Unemployment Rate 5.6% 14 4.8%

Economy Size (GDP - Billions) $281.1 7 $246.9

TV Population 3,842.0 7 4,374.6Radio Population 3,906.2 5 3,236.9

Companies w/ $20+mm Sales 1,638 5 1,369Companies w/ 500+ Employees 304 5 275

Comparable Arena Market Summary - CBSA Designation Overview

(1) - Average excludes BB&T Center.Sources: Claritas 2015,Arbitron 2014, Hoovers 2014, TV Basics 2014, BLS 2015, and U.S. BEA.

Page 153

B. COMPARABLE ARENAS

Comparable Arena Demographic Overview 30 Mile Ring Designation Limited Demographic Overview – Provided for

Illustrative Purposes

BB&T Center’s Market is the 4th Largest in Terms of Population and Households

BB&T Center’s Market has Low Income Levels and an Average Number of High Income Households

BB&T Center’s Market has the Oldest Population

BB&T Center’s Market has a Corporate Base that is Above the Average (In Terms of Rank, Near Average by Amount of Companies)

Behind Only New York, Los Angeles,

Chicago, and Atlanta Market Areas in Both Categories

Statistical Measure BB&T CenterRank of 19 Average - (1)

2014 Population (000s) 4,149.9 4 3,094.6 2019 Population (000s) 4,405.6 4 3,207.4 Est. % Growth 2014-19 6.16% 2 4.21%

2014 Households (000s) 1,594.7 4 1,149.7 2019 Households (000s) 1,694.0 4 1,195.0 Est. % Growth 2014-19 6.22% 3 4.43%

Average Household Income $66,905 15 $74,540Median Household Income $45,816 18 $55,406High Income Households (000s) 303.2 6 305.8

Average Age 41.4 19 37.8Median Age 41.4 19 36.8

Companies w/ $20+mm Sales 1,318 5 1,276Companies w/ 500+ Employees 248 6 264

Comparable Arena Market Summary - 30 Mile Ring Designation Overview

(1) - Average excludes BB&T Center.Sources: Claritas 2015, Arbitron 2014 and Hoovers 2015.

C. FINANCIAL ANALYSIS

Page 155

Event Mix

Potential Types of Arena Events Include Sporting Events (e.g., Minor League Hockey, Minor League Basketball, Arena Football, etc.) Family Shows (e.g., Circus, Barney, etc.) Tournaments (e.g., NCAA, etc.) Ice Shows Rodeo Thrill/Dirt Shows/WWE Concerts Meetings/Banquets/Conferences Other

Number of Events for Comparable Arenas Vary Significantly Due to a Variety of Factors Including:

Tenant Mix; Market Competition; Facility Age/Amenities; Lease Terms; Etc.

C. FINANCIAL ANALYSIS

Page 156

Event Mix

Number of Events for Comparable Arenas Ranged from a Low of 69 to a High of 144. Average Number of Events was Approximately 107

In FY 2014, BB&T Center Hosted 72 Non-Hockey Events – Three Year Average, 75 Events

Higher Activity Facilities are Often Part of Larger Complex Operating in Conjunction with Convention Center, Performing Arts Center, etc. or have Different Accounting/Reporting Methods: Meetings Banquets Conferences Other Non-Revenue Community Events

We have Assumed 86 Events (See Next Page)

C. FINANCIAL ANALYSIS

69

91 100 103 103 108 110

139 144

107

86

0

50

100

150

200

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Arena 9 Average BB&TCenter

NUMBER OF EVENTS

Source: BSG Internal Database, Industry Research.

Page 157

Event Mix

Estimated Event Mix for Base Case for BB&T Center

C. FINANCIAL ANALYSIS

Event MixConcerts

Major Concerts 13 Minor Concerts 13

Concerts - Total 26

Family ShowsCircus/Cirque 8 Disney Shows 20 Other Family Shows 2

Family Shows - Total 30

Sporting EventsOrange Bowl Classic 1 Thrill/Dirt Show/WWE/UFC 5

Sporting Events - Total 6

Other EventsConventions/Meetings/Etc. 17 Graduations 7

Other Events -Total 24

Total 86

Page 158

Total Attendance

Attendance at the Comparables Vary Significantly Due to a Variety of Factors Including: Tenant Mix; Market Competition; Age; Amenities; Accounting/Reporting Policies etc.

Total Attendance Ranged from a Low of Approximately 411,000 to a High of Approximately 790,000. Average Annual Attendance was Approximately 568,000

We Have Assumed Total Paid Attendance of Approximately 531,000 for the BB&T Center (Turnstile Attendance of Approximately 529,000)

C. FINANCIAL ANALYSIS

Source: BSG Internal Database, Industry Research.

411,121 457,968 471,485 483,932 491,373

576,973

701,728 728,849 789,917

568,150 531,000

0

250,000

500,000

750,000

1,000,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Arena 9 Average BB&TCenter

ATTENDANCE

Page 159

Paid Attendance

Estimated Paid Attendance by Event for BB&T Center

C. FINANCIAL ANALYSIS

Average Paid Attendance

Total Paid Attendance

ConcertsMajor Concerts 12,500 162,500Minor Concerts 8,500 110,500

Concerts - Total 10,500 273,000

Family ShowsCircus/Cirque 7,000 56,000Disney Shows 3,500 70,000Other Family Shows 3,000 6,000

Family Shows - Total 4,400 132,000

Sporting EventsOrange Bowl Classic 11,000 11,000Thrill/Dirt Show/WWE/UFC 7,500 37,500

Sporting Events - Total 8,083 48,500

Other EventsConventions/Meetings/Etc. 2,500 42,500Graduations 5,000 35,000

Other Events -Total 3,229 77,500

Total 6,174 531,000

Page 160

Rental Revenues

Rental Revenues are Expected to Provide a Source of Revenue at BB&T Center

Rental Revenues are Generally Determined by a Percentage of Ticket Sales, Flat Use Fees (Annual or One-Time), or Other Methods

Rental Rates Among Comparables May Vary Significantly Depending on a Number of Factors Including: Methodology of Calculations; Age and Design of Facility; and Team/Event Performance

The Rental Rate Varies Dramatically from Promoter to Promoter and Show to Show

We have Assumed Rental Revenues of $1.6 Million (Net of Event Reimbursed Expenses) –

Significant Portion Driven by Concert Rent

C. FINANCIAL ANALYSIS

Page 161

Average Ticket Price

Ticket Prices Vary Considerably Among the Comparable Arenas

Factors that Impact Ticket Prices Include, Among Others: Market Demand, Entertainment Alternatives, Income Levels, (Team Performance), Etc.

C. FINANCIAL ANALYSIS

Average Ticket Price

ConcertsMajor Concerts $90.00Minor Concerts $60.00

Family ShowsCircus/Cirque $40.00Disney Shows $30.00Other Family Shows $15.00

Sporting EventsOrange Bowl Classic $20.00Thrill/Dirt Show/WWE/UFC $35.00

Other EventsConventions/Meetings/Etc. $0.00Graduations $0.00

Page 162

Advertising/Sponsorship Revenue Advertising Revenues are Generally Derived from the Following Sources

Display Advertising: Signage Throughout the Concourses, Concession Stands, and Other Common

Areas in the Building

Scoreboard Advertising: Fixed Signage, Electronic Advertising on the Scoreboard, and Video Message Boards

Dasherboard Advertising: Signage on the Hockey Dasherboard

Basketball Advertising: Advertising on the Basketball Standards, Basketball Floor, Ball Carts, Scorers’ Table and Players Benches

It is Important to Note that Direct Comparison of Advertising Revenue is Difficult

Trade and Barter Arrangements

Revenue Sharing

Gross Advertising vs. Net Advertising

Overall Sponsorship Revenues

C. FINANCIAL ANALYSIS

Page 163

Advertising/Sponsorship Revenue Annual Advertising Revenues for Comparable Facilities Ranged from Approximately $94,000 to

Approximately $3.8 Million. Average Annual Advertising Revenue was Approximately $978,000

We have Assumed Annual Arena-Only Advertising Revenues of $1.3 Million (Net)

C. FINANCIAL ANALYSIS

$94 $95

$508 $606 $640 $753

$1,374

$3,752

$978 $1,275

$0

$1,000

$2,000

$3,000

$4,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Average BB&TCenter

ADVERTISING/SPONSORSHIP REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 164

Naming Rights Revenues

Value of Naming Rights Transaction can Often be Misunderstood and Misrepresented Reported in Generic Terms

Variety of Factors to Consider in Valuing and Comparing Naming Rights Deals from Purchaser and Seller

Perspectives Regional/National/International Media Exposure Market Size and Demographic Profile Number and Profile of Major Tenants Number and Type of Facility Events Facility Attendance Facility Location/Visibility Location of Naming Rights Signage Deal Structure and Other Amenities

Value of Naming Rights to Purchaser is a Function of Following Factors Number of Impressions/Exposures Brand Exclusivity Public Relations/Community Image Sponsorship/Cross Promotion Opportunities Tax Deductible Expense (as applicable) Other

C. FINANCIAL ANALYSIS

Page 165

Naming Rights Revenues

Naming Rights Deals in Non-NHL/NBA Arenas are Illustrated to the Right

We have Assumed that the BB&T Naming Rights Agreement Would be Re-Negotiated or Terminated

Following Re-Negotiated or New Agreement, We have Assumed Naming Rights Revenue of $600,000 (Gross) at BB&T Center

C. FINANCIAL ANALYSIS Arena City, State Sponsor Total Value Years Annual Value Expires

KFC Yum! Center Louisville, KY Yum! Brands $13.50 Million 10 $1.35 Million 2020Sears Centre Arena Hoffman Estates, IL Sears $10.00 Million 10 $1.00 Million 2016CenturyLink Center Omaha Omaha, NE CenturyLink $14.00 Million 15 $0.93 Million 2018Verizon Wireless Arena Manchester, NH Verizon $11.40 Million 15 $0.76 Million 2016Budweiser Gardens London, ON Budweiser $6.20 Million 10 $0.62 Million 2022Indiana Farmers Coliseum Indianapolis, IN Indiana Farmers Mutual Insurance Co. $6.00 Million 10 $0.60 Million 2024Wells Fargo Arena Des Moines, IA Wells Fargo $11.50 Million 20 $0.58 Million 2025CenturyLink Center Bossier City, LA CenturyLink $5.50 Million 11 $0.50 Million 2016Giant Center - (1) Hershey, PA Giant Food Stores $5.00 Million 10 $0.50 Million 2022DCU Center Worcester, MA Digital Federal Credit Union (DCU) $4.80 Million 10 $0.48 Million 2025Ricoh Coliseum Toronto, ON Ricoh Americas $4.80 Million 10 $0.48 Million 2013Bon Secours Wellness Arena Greenville, SC Bon Secours St. Francis Health System $4.50 Million 10 $0.45 Million 2023Dunkin' Donuts Center Providence, RI Dunkin' Brands $4.25 Million 10 $0.43 Million 2021iWireless Center Moline, IL iWireless $4.25 Million 10 $0.43 Million 2017Ford Center Evansville, IN Ford $4.20 Million 10 $0.42 Million 2021U.S. Cellular Center Cedar Rapids, IA U.S. Cellular $3.80 Million 10 $0.38 Million 2023Comcast Arena at Everett Everett, WA Comcast Corp. $3.70 Million 10 $0.37 Million 2017Alerus Center Grand Forks, ND Alerus Financial $7.20 Million 20 $0.36 Million 2020Huntington Center Toledo, OH Huntington Bank $2.10 Million 6 $0.35 Million 2017Intrust Bank Arena Wichita, KS InTrust Bank $8.75 Million 25 $0.35 Million 2034Germain Arena Estero, FL Germain Motor Co. $7.00 Million 20 $0.35 Million 2018SaskTel Centre Saskatoon, SK SaskTel $3.50 Million 10 $0.35 Million 2024Rabobank Arena Bakersfield, CA Rabobank $3.50 Million 10 $0.35 Million 2025Times Union Center Albany, NY Albany Times-Union $3.50 Million 10 $0.35 Million 2016Webster Bank Arena at Harbor Yard Bridgeport, CT Webster Bank $3.50 Million 10 $0.35 Million 2021MassMutual Center Springfield, MA MassMutual Financial Group $5.00 Million 15 $0.33 Million 2020ShoWare Center Kent, WA VisionOne $3.18 Million 10 $0.32 Million 2019FirstOntario Centre Hamilton, ON First Ontario Credit Union $3.13 Million 10 $0.31 Million 2024Santander Arena Reading, PA Santander $9.00 Million 30 $0.30 Million 2030Verizon Arena North Little Rock, AK Verizon $6.00 Million 20 $0.30 Million 2019Erie Insurance Arena Erie, PA Erie Insurance $3.00 Million 10 $0.30 Million 2022Sun National Bank Center Trenton, NJ Sun National Bank $2.10 Million 7 $0.30 Million 2016BMO Harris Bank Center Rockford, IL BMO Financial $1.30 Million 5 $0.26 Million 2016Compuware Arena Plymouth, MI Compuware $5.00 Million 20 $0.25 Million 2016WesBanco Arena Wheeling, WV WesBanco $2.50 Million 10 $0.25 Million 2023Royal Farms Arena Baltimore, MD Royal Farms $1.25 Million 5 $0.25 Million 2019Mohegan Sun Arena at Casey Plaza Wilkes-Barre, PA Mohegan Sun Resorts $2.38 Million 10 $0.24 Million 2020Toyota Center Kennewick, WA Toyota $2.10 Million 10 $0.21 Million 2015Cross Insurance Center Bangor, ME Cross Insurance $3.00 Million 15 $0.20 Million 2028The Sanford Center Bemidji, MN Sanford Health $2.00 Million 10 $0.20 Million 2020State Farm Arena Hidalgo, TX State Farm $1.00 Million 5 $0.20 Million 2015Covelli Centre Youngstown, OH Covelli Enterprises $0.60 Million 3 $0.20 Million 2016Blue Cross Arena at the War Memorial Rochester, NY Blue Cross Blue Shield Association $2.93 Million 15 $0.20 Million 2028General Motors Centre Oshawa, ON General Motors $1.75 Million 10 $0.18 Million 2016U.S. Cellular Coliseum Bloomington, IL U.S. Cellular $1.75 Million 10 $0.18 Million 2015WFCU Centre Windsor, ON Windsor Family Credit Union $1.64 Million 10 $0.16 Million 2018Essar Centre Sault Ste. Marie, ON Essar Steel Algoma $1.52 Million 10 $0.15 Million 2018Big Sandy Superstore Arena Huntington, WV Big Sandy Superstore $0.75 Million 5 $0.15 Million 2018Bojangles' Coliseum Charlotte, NC Bojangles $1.25 Million 10 $0.13 Million 2019Verizon Wireless Center Mankato, MN Verizon $2.20 Million 20 $0.11 Million 2018Interior Savings Centre Kamloops, BC Interior Savings Credit Union $1.10 Million 10 $0.11 Million 2015Save-on-Foods Memorial Centre Victoria, BC Save-on-Foods $1.00 Million 10 $0.10 Million 2014Budweiser Events Center Loveland, CO Budweiser $1.50 Million 20 $0.08 Million 2023Gateway Arena Sioux City, IA Gateway $0.75 Million 10 $0.08 Million 2013(1) Giant Food Stores renewed its sponsorship of the Giant Center at unavailable terms for 10 years in 2012. The listed terms are from the previous deal.Source: Resource Guide Live.

Page 166

Premium Seating – Comparable Arenas The Consulting Team has Summarized the ALSD Premium Seating Pricing and Occupancy for the

Comparable Arenas that had Information Available

It is Worth Noting that a Number of Comparable Arenas Offered Concert Club Memberships (the Right to Pre-Purchase Concert Tickets) for a Price Ranging from $700 to $3,750 – BB&T Center Currently has a Program that is Similar

C. FINANCIAL ANALYSIS

Arena Price Occupancy Price OccupancyThe Arena at Gwinnett Center $55,000 - $75,000 50% $300 - $1,400 30%BOK Center $60,000 - $85,000 100% $2,000 - $1,200 100%Greensboro Coliseum Complex $35,000 - $50,000 65% $3,500 60%INTRUST Bank Arena $37,500 95% $1,500 94%CenturyLink Center Omaha $50,000 - $100,000 100% $850 - $1,800 100%Sprint Center $105,000 100% NA NAU.S. Bank Arena $24,000 - $40,000 25% $1,200 - $3,750 43%Verizon Arena $25,000 - $60,000 100% NA NASource: ALSD.

Suites Club Seats

Page 167

Luxury Suite Revenue

Luxury Suite Prices Vary Considerably Based on Numerous Factors, Including: Age of Facility; Market; Corporate Base; Premium Seat Demand; Bundled Amenities; etc.

Annual Luxury Suite Revenue in Comparable Facilities Ranged from Approximately $177,000 to Approximately $5.9 Million. Average Annual Luxury Suite Revenue was Approximately $1.6 Million

We have Assumed Approximately $700,000 of Luxury Suite Lease Revenue (Excluding Tickets to Events and Any Bundled Food or Beverages) – Key Assumptions Included: 72 Luxury Suites of Varying Sizes; Net Lease Rate of Approximately $25,000 per Full Sized Suite with 40% Leased

C. FINANCIAL ANALYSIS

$177 $212 $424 $885

$1,279 $1,408 $1,621 $1,804 $1,965

$5,871

$1,565

$700

$0

$2,000

$4,000

$6,000

$8,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Arena 9 Arena 10 Average BB&TCenter

LUXURY SUITE REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 168

Club Seat Revenue

Club Seat Prices Vary Considerably Based on Numerous Factors, Including: Age of Facility; Market; Corporate Base; High Net-Worth Individuals; Premium Seat Demand; Amenities; etc.

Annual Club Seat Revenue in Comparable Facilities Ranged from Approximately $137,000 to Approximately $1.1 Million. Average Annual Club Seat Revenue was Approximately $648,000

We have Assumed Approximately $516,000 of Club Seat Lease Revenue (Excluding Tickets to Events and Any Bundled Food or Beverages) – Assumption Based on: 2,062 Marketed Club Seats with 25% Leased; Club Seat Premium Price of $1,000

C. FINANCIAL ANALYSIS

$137 $180

$913 $961 $1,050

$648 $516

$0

$500

$1,000

$1,500

$2,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Average BB&T Center

CLUB SEAT REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 169

Concessions

Concession Spending is Typically Higher at Newer Facilities than Older Facilities Due to Increased Number of Points-of-Sale and Improved Locations – Concessions Assumed to be Managed and Subject to Cost of Goods Sold (COGS), Concession Operating Expenses, and Profit Margin (Collectively “Expenses”)

General Concession COGS, Operating Expenses, Overhead, and Profits Typically Range from 50% to 70% of Gross Concession Revenue (Resulting in Net Profits/Commissions for Distribution of 30% to 50%) – Total Concession Expenses Assumed to be 60% of Gross Concession Sales on Weighted Average Basis

We have Assumed $2.0 Million in Net Concessions Revenue at BB&T Center (Per Capita Assumptions on Following Page)

C. FINANCIAL ANALYSIS

$496 $705

$1,064 $1,162

$1,467 $1,485

$1,919 $2,184

$2,312

$2,585 $2,765

$1,649

$1,993

$0

$750

$1,500

$2,250

$3,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 6 Arena 7 Arena 8 Arena 9 Arena10

Arena11

Arena12

Average BB&TCenter

CONCESSIONS REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 170

Concessions

Based on the Anticipated Event Mix and Turnstile Attendance, We have Assumed Concessions per Capita Figures as Follows

C. FINANCIAL ANALYSIS

Concessions per Capitas

ConcertsMajor Concerts $15.00Minor Concerts $12.50

Family ShowsCircus/Cirque $6.00Disney Shows $6.00Other Family Shows $4.00

Sporting EventsOrange Bowl Classic $10.00Thrill/Dirt Show/WWE/UFC $10.00

Other EventsConventions/Meetings/Etc. $0.00Graduations $0.00

Page 171

Novelties

Novelties Revenues are Typically Retained by Tenant or Act – Facility Occasionally Receives Nominal Share of Novelties Revenues

Novelties Assumed to be Managed by Concessionaire, Tenant, or Other Third Party and Subject to Cost of Goods Sold (COGS), Operating Expenses, and Profit Margin (Collectively “Expenses”)

Total Novelty Expenses Assumed to be 75% of Gross Novelty Sales on Weighted Average Basis

We have Assumed Nominal Annual Net Novelties of $19,000 (After Revenue Sharing – Assumes Events Retain Most Novelties Revenue)

C. FINANCIAL ANALYSIS

$91 $111 $119 $195 $227

$292

$394

$204

$19 $0

$250

$500

$750

$1,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Average BB&TCenter

NOVELTIES REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 172

Parking Revenue

Facility Location will Impact the Number of Required Parking Spaces – Downtown Facilities Typically Require Fewer Controlled Parking Spaces than Suburban Locations

Net Parking Revenue in Comparable Facilities Ranged from Approximately a Loss of $8,000 to a $816,000. Average Parking Revenue was Approximately $272,000

We have Assumed Approximately $1.6 Million of Net Parking Revenue Generated by BB&T Center (After Revenue Sharing) – Primarily Based on Historical Parking Revenues for BB&T Center Events

C. FINANCIAL ANALYSIS

($8)

$1 $11 $108

$305 $369

$578

$816

$272

$1,597

($200)

$300

$800

$1,300

$1,800

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Average BB&TCenter

PARKING REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 173

Ticket Rebates/Convenience Charge Rebates

Facilities Often Partner with Companies to Sell Tickets – Provides Convenient Service for Ticket Buyers

Typically, Companies Charge a Convenience Fee and Rebate a Portion of Revenues Back to the Facility

We have Assumed the Following Convenience Charge Rebate Schedule

C. FINANCIAL ANALYSIS

Concerts % Sold by Service Average Charge % to ArenaMajor Concerts 65.00% $8.00 30.00%Minor Concerts 65.00% $8.00 30.00%

Family ShowsCircus/Cirque 65.00% $6.00 30.00%Disney Shows 65.00% $6.00 30.00%Other Family Shows 65.00% $4.00 30.00%

Sporting EventsOrange Bowl Classic 65.00% $6.00 30.00%Thrill/Dirt Show/WWE/UFC 65.00% $6.00 30.00%

Other EventsConventions/Meetings/Etc. 0.00% $0.00 0.00%Graduations 0.00% $0.00 0.00%

Convenience Charge Rebate

Page 174

Ticket Rebates/Convenience Charge Rebates

Ticket Rebates in Comparable Facilities Ranged from Approximately $193,000 to Approximately $2.8 Million

BB&T Center is Estimated to Generate Approximately $635,000

C. FINANCIAL ANALYSIS

$193

$603 $614 $872 $974 $1,074 $1,082

$2,828

$1,030

$635

$0

$1,000

$2,000

$3,000

$4,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Average BB&TCenter

TICKET REBATE REVENUE($000s)

Source: BSG Internal Database, Industry Research.

Page 175

Other Revenues

BB&T Center May Generate Additional Miscellaneous Revenues, Including:

Facility Fee Credit Card Fees Other

We Assumed No Revenues from the Facility Fee which the Panthers had Previously been Charging on

Hockey Events

We Assumed a Continuation of a Seat Use Charge on All Tickets of $2.50 per Ticket

C. FINANCIAL ANALYSIS

Page 176

Staffing Expenses

Staffing Expenses Vary Considerably Due to Several Factors, Including: Local Wage Levels; Event Mix/ Schedules; Accounting Policies/ Procedures; Overhead Allocations; Contract Labor Policies; and Reimbursement Polices for Game/ Event Related Staffing Expenses

Staffing Expense in Comparable Facilities Ranged from Approximately $1.5 Million to Approximately $3.3 Million. Average Staffing Expense was Approximately $2.0 Million

We have Assumed Staffing Expenses for BB&T Center of $2.8 Million

C. FINANCIAL ANALYSIS

$1,504 $1,649

$2,115 $2,403

$2,631 $2,664 $2,952

$3,291

$2,401

$2,834

$0

$1,000

$2,000

$3,000

$4,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Average BB&TCenter

STAFFING EXPENSE($000s)

Source: BSG Internal Database, Industry Research.

Page 177

Utilities Expenses

Utilities Expenses Vary Considerably Due to Several Factors, Including: Event Mix/Schedules, Local Climate, etc.

Utilities Expenses in Comparable Facilities Ranged from Approximately $445,000 to Approximately $1.9 Million. Average Utilities Expense was Approximately $1.2 Million

We have Assumed Utilities Expenses at BB&T Center of $1.8 Million

C. FINANCIAL ANALYSIS

$445 $502 $780

$1,123 $1,287 $1,390 $1,500 $1,502

$1,882

$1,157

$1,800

$0

$1,000

$2,000

$3,000

$4,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Arena 9 Average BB&TCenter

UTILITIES EXPENSE($000s)

Source: BSG Internal Database, Industry Research.

Page 178

Insurance Expense

Insurance Typically Reflects an Important Expense for Operations Tenants May Share in Insurance Expenses or Facility Covered by Municipality Umbrella Policy

Insurance Expense in Comparable Facilities Ranged from Approximately $87,000 to Approximately

$397,000. Average Insurance Expense was Approximately $158,000

Insurance Expense has been Assumed at $1.65 Million at BB&T Center Based in Part on Historicals

C. FINANCIAL ANALYSIS

$87 $106 $108 $125 $132 $142 $157 $171

$397

$158

$1,650

$0

$500

$1,000

$1,500

$2,000

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Arena 9 Average BB&TCenter

INSURANCE EXPENSE($000s)

Source: BSG Internal Database, Industry Research.

Page 179

Repairs and Maintenance Expense

Repairs and Maintenance Expenses Vary Due to a Number of Factors, Including: Age and Condition of Facility; Accounting Policies/ Procedures; etc.

Repairs and Maintenance Expenses in Comparable Facilities Ranged from Approximately $26,000 to Approximately $366,000. Average Repairs and Maintenance Expense was Approximately $213,000

We have Assumed $300,000 Related to Repairs and Maintenance Expense at BB&T Center

C. FINANCIAL ANALYSIS

$26

$121 $166

$212 $213 $263

$339 $366

$213

$300

$0

$150

$300

$450

$600

Arena 1 Arena 2 Arena 3 Arena 4 Arena 5 Arena 6 Arena 7 Arena 8 Average BB&TCenter

REPAIRS AND MAINTENANCE EXPENSE($000s)

Source: BSG Internal Database, Industry Research.

Page 180

Management Fee Expense

Some Facilities Hire an Outside Manager or Team Affiliate for Management of Facility

Management Fee Typically Consists of Base Fee and Incentive Fee

We have Assumed a Management Fee of $200,000 for BB&T Center

C. FINANCIAL ANALYSIS

Page 181

Other Expenses

Supplies

Equipment Rental

Promotions/Marketing

General and Administrative Expenses Photocopying Printing Office Supplies Travel Entertainment Other General and Administrative Expenses

Security Expenses

Other Operating Expenses

C. FINANCIAL ANALYSIS

Page 182

Other Miscellaneous Expenses

Game Day Expenses Event Set-Up/Tear Down, Staffing, Ticket Takers, Security, Clean-Up, etc.

Significant Portion, or All, of Game Day Expense are Often Reimbursed by Event/Tenant

Property Taxes

No Property Taxes have been Assumed

C. FINANCIAL ANALYSIS

Page 183

Total Operating Expenses

Total Operating Expenses Vary Considerably Due to Several Factors, Including: Local Wage Levels; Event Mix/Schedules; Accounting Policies/Procedures; Overhead Allocations; Contract Labor Policies; and Reimbursement Polices for Game/Event Related Staffing Expenses

Total Operating Expenses in Comparable Facilities Ranged from Approximately $2.4 Million to Approximately $10.2 Million (Excluding Management Fee, as Applicable)

We have Assumed Approximately $8.4 Million of Total Operating Expenses at BB&T Center (Excluding Management Fee)

C. FINANCIAL ANALYSIS

$2,392

$3,895

$5,226 $5,571 $5,649 $5,675 $6,322 $6,574 $6,919 $7,299 $7,668

$10,178

$6,114

$8,399

$0

$3,000

$6,000

$9,000

$12,000

TOTAL OPERATING EXPENSES($000s)

Source: BSG Internal Database, Industry Research.

Page 184

Cash Flow Summary

Although Assumptions Appear Reasonable Based on Current and Anticipated Market Conditions, Actual Results Depend on Actions of Arena Ownership, Management, Tenants/Users, and Other Factors Both Internal and External to Project, which Frequently Vary

It is Important to Note that Because Events and Circumstances May Not Occur as Expected, there May be Significant Differences Between Actual Results and those Estimated in this Analysis, and those Differences May Be Material

As Illustrated in the Summary on the Following Page, the Cash Flow Analysis Prepared Indicates the Arena Would be able to Generate a Positive Cash Flow from Operations (Please Refer to Appendix C for 15 Year Estimate)

Net Cash Flow from Operations (Before Consideration of Capital Replacement Reserve and Debt Service) Would be Approximately $1.36 Million in Year 1

C. FINANCIAL ANALYSIS

Page 185

Cash Flow Summary – Base Case Base case assumes no major or

minor league tenant

Debt service – not included Arena Debt ($14.0 million) Completion Bonds ($620,000) FDOT ($675,000) CVB ($500,000)

Capital expenditures – not

included Annual amounts will fluctuate

C. FINANCIAL ANALYSIS

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5

Number of Events 86 86 86 86 86Annual Paid Attendance (000s) 531 531 531 531 531

OPERATING REVENUES (Net)Total Rental Revenue $1,576 $1,639 $1,704 $1,772 $1,843Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391Advertising 1,275 1,320 1,366 1,414 1,463Naming Rights 510 530 552 574 597Concessions 1,993 2,052 2,114 2,177 2,243Novelties 19 20 21 21 22Parking 1,597 1,645 1,694 1,745 1,797Other (Facility Fee/Rebate/Etc.) 1,768 1,768 1,768 1,768 1,768

TOTAL REVENUES $9,954 $10,231 $10,519 $10,816 $11,124

OPERATING EXPENSESArena Operating Expenses

Staffing $2,834 $2,919 $3,007 $3,097 $3,190General and Administrative 3,265 3,363 3,464 3,568 3,675Utilities 1,800 1,854 1,910 1,967 2,026Management Fee 200 206 212 219 225Non-Recoverable Event Related Expenses 500 515 530 546 562

TOTAL EXPENSES $8,599 $8,857 $9,122 $9,396 $9,677

NET CASH FLOW $1,355 $1,374 $1,396 $1,420 $1,446

Page 186

Sensitivity Matrix – Base Case Sensitivities in the Following Table Illustrate Potential Fluctuations in Net Cash Flow

C. FINANCIAL ANALYSIS

NET CASHFLOW

BASE CASE $1,355

ADJUSTEDASSUMPTION ADJUSTMENT NET IMPACT CASH FLOW

Number of Other Events Increase 10% $695 $2,050Decrease (10%) ($695) $659

Average Paid AttendanceIncrease 10% $587 $1,941Decrease (10%) ($612) $742

Premium Seating - Average PriceIncrease 10% $122 $1,476Decrease (10%) ($122) $1,233

Premium Seating - OccupancyIncrease 10% $122 $1,476Decrease (10%) ($122) $1,233

Advertising/Naming Rights RevenueIncrease 10% $179 $1,533Decrease (10%) ($179) $1,176

Concessions/Novelties Per CapitasIncrease 10% $201 $1,556Decrease (10%) ($201) $1,153

Operating ExpensesIncrease 10% ($860) $495Decrease (10%) $860 $2,214

SENSITIVITY ANALYSIS

Page 187

Net Operating Income – Before Management Fees

Please See the Summary of Net Operating Income Statistics for Comparable Facilities

Average of the Comparable Facilities was Approximately $1.6 Million

Facilities in Other Markets May be able to Achieve Higher (or Lower) Net Operating Income Based on: Market Demographics Physical Characteristics Anchor Tenants Entertainment Alternatives Competitive Facilities Other

C. FINANCIAL ANALYSIS

Source: BSG Internal Database, Industry Research.

($1,000)($718) ($246)

$430 $706 $1,072 $1,202 $1,403 $1,977 $2,002 $2,192 $2,549

$9,549

$1,624 $1,555

($2,000)

$1,000

$4,000

$7,000

$10,000

NET OPERATING INCOME($000s)

Page 188

Potential Lease Terms for a Replacement Sports Tenant Any Franchise Negotiating to Play at BB&T Center After the Panthers Will Likely Ask for "Prime

Tenant" Terms, Allowing it to Retain Most Game-Day Economics and Pay Minimal Rent

The Cost to the County of Offering Favorable Terms is Unlikely to Be Prohibitive, So Long As the Arena Operator is Protected From Downside Risk by Having the Tenant Cover All Game-Day Expenses

For Modeling Purposes, We Assumed the Following General Lease/License Terms for a Potential Replacement Tenant – Actual Terms Subject to Negotiations Team Pays $5,000/Game Rent Team Receives 75% of Net Concessions Revenue Team Receives 100% of Novelties Revenue Team Receives 0% of Parking Revenue Team Receives 100% of Game Day Sponsorship Team Pays 100% Game Day Expenses

County Must Evaluate the Opportunity Cost of Potential Missed Bookings of Significant Revenue-

Generating Concert Events vs. Activity Generated by a Minor League Tenant (and the Economics Resulting from Key Lease/License Terms with Such Tenant)

C. FINANCIAL ANALYSIS

Page 189

Sensitivity #1 – Arena with ECHL Tenant Major Assumptions/Variances

from Base Case Cash Flow Include 36 ECHL Events Decrease Major Concerts by 1 Decrease Minor Concerts by 1 Decrease Family Shows by 1 Increase Naming Rights

Revenue by $75,000 (Gross) Increase Advertising Revenue

by $75,000 (Gross) Increase Utilities Expense by

$250,000 Increase Staffing and G&A

Expenses by 5.0%

C. FINANCIAL ANALYSIS

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5

Number of Events 119 119 119 119 119Annual Paid Attendance (000s) 651 651 651 651 651

OPERATING REVENUES (Net)Total Rental Revenue $1,494 $1,553 $1,615 $1,680 $1,747Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391Advertising 1,339 1,386 1,434 1,484 1,536Naming Rights 574 597 621 645 671Concessions 1,981 2,040 2,102 2,165 2,229Novelties 19 20 21 21 22Parking 1,708 1,759 1,812 1,866 1,922Other (Facility Fee/Rebate/Etc.) 2,202 2,202 2,202 2,202 2,202

TOTAL REVENUES $10,532 $10,814 $11,106 $11,408 $11,720

OPERATING EXPENSESArena Operating Expenses

Staffing $2,976 $3,065 $3,157 $3,252 $3,349General and Administrative 3,428 3,531 3,637 3,746 3,859Utilities 2,050 2,112 2,175 2,240 2,307Management Fee 200 206 212 219 225Non-Recoverable Event Related Expenses 500 515 530 546 562

TOTAL EXPENSES $9,154 $9,429 $9,711 $10,002 $10,302

NET CASH FLOW $1,378 $1,385 $1,395 $1,406 $1,418

Page 190

Sensitivity #2 – Arena with AFL Tenant Major Assumptions/Variances from

Base Case Cash Flow Include 9 AFL Events Decrease Minor Concerts by 1 Decrease Family Shows by 1

C. FINANCIAL ANALYSIS

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5

Number of Events 93 93 93 93 93Annual Paid Attendance (000s) 562 562 562 562 562

OPERATING REVENUES (Net)Total Rental Revenue $1,547 $1,608 $1,673 $1,739 $1,809Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391Advertising 1,275 1,320 1,366 1,414 1,463Naming Rights 510 530 552 574 597Concessions 1,980 2,039 2,100 2,163 2,228Novelties 19 20 21 21 22Parking 1,620 1,668 1,718 1,770 1,823Other (Facility Fee/Rebate/Etc.) 1,881 1,881 1,881 1,881 1,881

TOTAL REVENUES $10,047 $10,324 $10,611 $10,907 $11,214

OPERATING EXPENSESArena Operating Expenses

Staffing $2,834 $2,919 $3,007 $3,097 $3,190General and Administrative 3,265 3,363 3,464 3,568 3,675Utilities 1,800 1,854 1,910 1,967 2,026Management Fee 200 206 212 219 225Non-Recoverable Event Related Expenses 500 515 530 546 562

TOTAL EXPENSES $8,599 $8,857 $9,122 $9,396 $9,677

NET CASH FLOW $1,448 $1,467 $1,488 $1,511 $1,536

Page 191

Capital Repairs and Replacement – Historical

This Table Summarizes Historical Capital Repair and Improvement Expenditures from County-Approved Annual Budgets

Average Annual Capital Investment was Approximately $2.2 Million Per Year Since 2003

The Approved Capital Budget for 2015 of Just Under $1.0 Million is Included in the 2010-2015 Average of $2.7 Million

C. FINANCIAL ANALYSIS

Year Capital Repair and Improvement Item Amount

2003 Signage and Video Upgrades $260,000Black Velvet Lounge $249,700

2005 Sinatra Theatre $504,0002006 Cruzan Bar and ADT Club $1,268,7502007 Security System Upgrade $361,800

Captain's Club/Duffy's $1,242,700Kid's Corner $83,195Carpet Replacement $535,875

2008 Ice/Dehumidifier $448,000Point-of-Sale System $514,000

2009 Roof Mitigation $150,000Sound System Upgrade $1,107,000Outdoor Marquees $2,492,000

2010 Den of Honor $287,300Public Artwork $85,700

2011 LED Equipment $1,400,000Cooling Tower Improvements $790,000

2012 Club Red, Suite Level and Loge Improvements $7,744,900Pantherland $494,315

2013 Scoreboard and Control Room $4,127,5472014 None Reported $02015 Budgeted $972,000

Unspecified Projects $3,431,265

Total Capital Investment $28,550,047Average Annual Capital Investment Entire Period $2,196,157Average Annual Capital Investment 2010-2015 Budgeted - (1) $2,650,294

(1) - Excluding "Unspecified Projects".Source: Broward County.

Page 192

Facility Condition Assessment Goal of Facility Condition Assessment Analysis Determine Existing Conditions Identify Maintenance Deficiencies Determine Remaining Lifecycle of Major Systems Identify Needed Repairs Predict and Prioritize Capital Needs and Costs

Three Assessments Completed General Site Conditions (County Staff) Sidewalks, Parking Areas, Parking Islands, Tree Replacement, etc.

Loss Prevention Report (Global Risk Consultants) Strengthen Glass Curtain Wall Replace Fire Suppression System (Audio/Visual Room)

Arena And Parking Garage (VFA – Sub Consultant to Cartaya and Associates)

C. FINANCIAL ANALYSIS

Page 193

Facility Condition Assessment (Continued) Overall Current Condition Rated “Good To Fair”

Risk of Decline to “Poor” Within Next Five (5) Years Without Significant Capital Investment

Risk/Exposure Next Five (5) Years Estimated at a Total of $33.9 Million (NPV) / $6.8 Million

Annually Total Annual Replacements (Operationally Critical/Failures) $13.3 Million $2.7 Million Renovations, Renewal, and Requests $20.6 Million $4.1 Million

Risk/Exposure Through 2028 Estimated at a Total of $137.5 Million (NPV) / $10.6 Million Annually

Total Annual Replacements (Operationally Critical/Failures) $51.0 Million $3.9 Million Renovations, Renewal, and Requests $83.5 Million $6.4 Million Site Conditions $3.0 Million $0.2 Million

Peak Years for Risk/Exposure Occur in 2017, 2022, and 2027

Note: Findings/Conclusions Provided by County

C. FINANCIAL ANALYSIS

Page 194

Facility Condition Assessment (Continued) Approaches

Annual Reinvestment Funding Targets (1.0%, 1.5%, 2.0%, 4.0%, Etc.)

Total Annual Maintain Current Condition $87.1 Million $6.7 Million Allow Condition to Decline to “Fair/Poor” $30.3 Million $2.3 Million

Allocate Less than 1% of Current Replacement Value (“Poor”) $19.2 Million $1.5 Million

Note: Findings/Conclusions Provided by County

The Consulting Team has Assumed Capital Expenditures for the Arena (and Parking) with No

NHL/NBA Tenant at $2.5 Million for Modeling Purposes – Figure can Fluctuate Significantly

C. FINANCIAL ANALYSIS

VI. ECONOMIC IMPACT ANALYSIS

Page 196

Overview

Operation of the BB&T Center Generates Economic and Fiscal Impacts in the County

Economic Impacts Typically Measured by Direct Spending (Initial Spending) Indirect Spending (Dollars Spent through Interaction of Local Industries) Induced Spending (Dollars Spent through Household Spending Patterns) Tax Impacts Employment Impacts Labor Income Impacts

Findings Included Herein Reflect Evaluation of Gross Economic and Fiscal Impacts to be Generated

by BB&T Center Excluding the Operations and Resulting Impacts Generated by the Panthers

Although Assumptions Appear Reasonable Based on Current and Anticipated Market Conditions, Actual Results Depend on Actions of Arena, Management, Tenants, and Other Factors Both Internal and External to Project, which Frequently Vary

It is Important to Note that Because Events and Circumstances May Not Occur as Expected, there May be Significant Differences Between Actual Results and those Estimated in this Analysis, and those Differences May Be Material

VI. ECONOMIC IMPACT ANALYSIS

Page 197

Methodology

Gross Expenditure and Economic Multiplier Approach was Used to Quantify Economic Impacts

Basis of Approach is that Spending on Goods and Services Creates Demand within Particular Industries

Initial Spending is Referred to as “Direct” Spending and Defined as Purchases of Goods and Services Resulting from Economic Event

Exchanges or Re-Sales of Goods and Services Purchased During Preceding Periods are Not Counted

A Portion of Each “Direct” Dollar Spent is Re-Spent, Generating Additional or “Indirect” Economic Benefits

Result of Process is that $1 in Direct Spending Increases Final Demand by More than $1 – “Multiplier Effect”

VI. ECONOMIC IMPACT ANALYSIS

Page 198

Methodology

Analysis Utilizes the IMPLAN Type SAM Multiplier Accounts for the Social Security and Income Tax Leakage Institution Savings Commuting

“Substitution Effect” Considered

Tax Impacts were Estimated Based on Current Statutory Rates and Estimated New Economic Activity

VI. ECONOMIC IMPACT ANALYSIS

Page 199

Multiplier Effect

Introduction of New Money Into Economy Begins Cycle in Which Money is Re-Spent Several Times by Different Parties

Turnover of Each $1 is Projected through Use of Economic Multiplier Applied to Initial Expenditure

Multiplier Conveys that Additional Spending into a Finite Economy will Lead to Secondary Spending

Cycle Continues Until Initial $1 has Experienced Leakage Sufficient to End Its Economic Cycle Purchases Outside Region Taxes Paid Outside Region Individual Savings

Multiplier Illustrates a More Realistic Image of Economic System where Direct Consumption Leads

to Various Levels of Indirect Consumption

Employment Multipliers are Similar to Output Multipliers

Employment Multipliers Estimate Number of Jobs Created/Supported within Economic Region Based on Every $1.0 Million in Direct Spending

VI. ECONOMIC IMPACT ANALYSIS

Page 200

Estimated Multipliers

Regional Economic Impact Model Developed by the Minnesota IMPLAN Group (IMPLAN)

Economic Multipliers Estimate Impacts Associated with Gross Expenditures

Use of Multipliers Requires Identification of Each Industry or Economic Event

IMPLAN Combines National Averages for Industries and Production Functions with Data from the Federal Government, Including: U.S. Bureau of Labor Statistics U.S. Bureau of Economic Analysis U.S. Census Bureau U.S. Department of Agriculture Census

IMPLAN has Identified Approximately 536 Economic Sectors

IMPLAN Provides Two Different Types of Multipliers: Type I and Type SAM

Type SAM Multiplier is Utilized in Our Analysis Type SAM Multiplier = (Direct Effect + Indirect Effect + Induced Effect) / (Direct Effect)

VI. ECONOMIC IMPACT ANALYSIS

Page 201

Estimated Multipliers

Type SAM Multipliers Utilizes Social Accounting Matrix Information to Capture Inter-Institutional Transfers – Type SAM Multiplies Include the Impact of Household Spending

Type SAM Accounts for the Following Social Security Leakage Income Tax Leakage Institution Savings Commuting

Multipliers Utilized

VI. ECONOMIC IMPACT ANALYSIS

Output Multipliers

Employment Multipliers

Arena Operations 1.8298 1.4972Hotel Spending 1.6078 1.5762Restaurant and Bar Spending

Full-Service 1.6499 1.2787Limited Service 1.5361 1.2366Other Food and Drinking 1.5837 1.3998

Food and Beverage Store Spending 1.7072 1.3906Gasoline Station Spending 1.7511 1.5400Miscellaneous Retail Store Spending 1.8171 1.2918Car Rental Spending 1.5101 1.8187Other Transportation Spending 1.7475 1.4792Source: IMPLAN.

Page 202

Substitution Effect

Direct Spending Leads to Reduced Spending Within Other Sectors of Economy

Economic Event which Generates $1 of Economic Output Actually Generates Less than $1 in New Net Spending

Magnitude Varies Significantly Depending Upon Circumstances Demand Alternatives Expenditure Size Disposable Income Savings

Magnified when Demand is Relatively Fixed, Many Alternatives Available, and Expenditure is Large

VI. ECONOMIC IMPACT ANALYSIS

Page 203

Government Revenue Impacts

Tax Impacts are Based on the Existing Relationships of the Data Found in the IMPLAN Database

The Input/Output Model Developed Specifically for the County was Used to Estimate Tax Impacts – Model Incorporates Data from National Income and Product Accounts (Developed by U.S. Bureau of Economic Analysis), Consumer Expenditure Surveys, Annual Survey of State and Local Government Finances, and Regional Economic Accounts

It is Important to Note that Any Tax Collected at the Point of Sales (Sales, Hotel, Etc.) is Included in this Analysis, but are Not Separated by Individual Type of Tax

Taxes Include Sales Tax Tourist Development Tax Property Tax Motor Vehicle License Tax Other Miscellaneous Taxes and Non-Taxes (Fees/Fines)

We have Not Included Employment Taxes Such as Social Security Contributions and Personal Income Taxes

(Not Applicable in Florida), Nor have We Included Certain Taxes on Corporations Such as Corporate Profit Tax, Among Others

VI. ECONOMIC IMPACT ANALYSIS

Page 204

Major Study Efforts

Customized Input/Output Economic Model to Estimate Economic Output and Employment Multipliers

Estimated Direct Spending to be Generated in the Arena within the County. Key Operating Variables Include Attendance/Event Mix Average Ticket Price Parking Rates Premium Seat Pricing Advertising Revenue Per Capita Spending on Concessions Per Capita Spending on Novelties

VI. ECONOMIC IMPACT ANALYSIS

Page 205

Major Study Efforts

Conducted Fan Patron Surveys (509 Completed) at Two Events to Understand Out-of-Facility Spending by Non-Residents A Night of Hope with Joel Osteen (February 6, 2015) – 286 Surveys Completed Bob Seger and the Silver Bullet Band (February 7, 2015) – 223 Surveys Complete

Non-Resident Spending Behavior was Evaluated

Hotels Restaurants/Bars Gasoline Stations Grocery Stores Convenience Stores Other Retail Establishments Car Rental Other Transportation

VI. ECONOMIC IMPACT ANALYSIS

Page 206

Annual Economic Impact

Ongoing Operations of the BB&T Center General Annual, Recurring Economic and Fiscal Impacts as Events are Held in the Market In-Arena Spending Out-of-Arena Visitor Spending

In Order to Arrive at New Spending in the County, We First Started with an Evaluation of the Estimated

Gross Revenues from In-Arena and Out-of-Arena Spending

The Consulting Team Evaluated Paid Attendance Figures Provided by the SS&E as a Proxy for Resident/Non-Resident Spending Within the County – Point-of-Origin of Ticket Purchases as a Proxy for Total Visitor Percentages Used in the Visitor Spending Estimates

Based on 2014 Data, Approximately 39% of All Ticket Purchases were Made by Residents of Broward County, Resulting in 61% of All Ticket Purchases being Made by Visitors to the County – It Should be Noted that the Analysis Excludes Ticket Purchases Made by Cash Buyers or Other Buyers who Did Not Provide a Zip Code (However, Nearly 98% of All Tickets were Allocated to a Zip Code)

Percentages are Important as We Made Adjustments to In-Arena Spending Based On the Number of Visitors to the County – Residents were Not Included to Estimate In-Arena Spending

VI. ECONOMIC IMPACT ANALYSIS

Page 207

Annual Economic Impact

Visitor Expenditures Made Outside of the Arena were Further Adjusted Based on the Significance of the Attended Event on Their Purchasing Behavior – “Significant” Impacts had the Highest Value, and in Contrast, Impacts of “Little” or “None” had the Lowest Impact

For Example, if a Visitor Indicated that the Bob Seger Concert “Significantly” Influenced Their Decision to Eat at a Restaurant Prior to the Show, Such Spending was Included in the Economic Impact Model – However, if that Same Visitor had Indicated that Their Decision to Eat a Restaurant Prior to the Show was Not Influenced by Show, Such Spending was Not Included in the Economic Impact Model

VI. ECONOMIC IMPACT ANALYSIS

Page 208

Annual Economic Impact

The Table Below Summarizes Gross In-Arena and Out-of-Arena Spending and, Following the Adjustments Described Earlier, the Resulting Resident (Excluded) and Visitor (Included) Spending

VI. ECONOMIC IMPACT ANALYSIS

($ Millions) Broward County % of Gross

Summary

Spending (Gross)In-Arena Spending $41.2Out-of-Arena Spending $19.8

Total Spending (Gross) $61.0

Resident/Other Excluded Spending - (1)In-Arena Spending $20.0 49%Out-of-Arena Spending $9.9 50%

Total Resident/Other Excluded Spending $30.0 49%

Visitor Spending (New Spending)In-Arena Spending $21.2 51%Out-of-Arena Spending $9.8 50%

Total Visitor Spending $31.0 51%(1) Includes local resident spending and portion of visitor spending not influenced by event and IMPLAN model adjustments.

Page 209

Annual Economic Impact

Please See Below for a Graphical Representation of the How Gross Spending is Adjusted in the Analysis

Approximately 49% of Gross Spending has been Excluded from the Analysis

VI. ECONOMIC IMPACT ANALYSIS

Gross Spending

• 100% In-Arena and Out-of-Arena Spending

Local Spending

• 49% Broward County Resident/Other Excluded Spending

New Spending

• 51% New Broward County Spending by Visitor

Page 210

Flow Chart

The Following Figure Presents a More General Flow Chart of the Economic Impacts Resulting from the Operations of the BB&T Center

VI. ECONOMIC IMPACT ANALYSIS

Page 211

Summary of Results – Operations

On-Going Operations of the Arena will Generate Considerable Economic Impacts for the County on an Annual Basis (Presented in 2015 Dollars)

Annual Arena Operations Non-Resident Spending

VI. ECONOMIC IMPACT ANALYSIS

Direct Economic Output $31,035,806Indirect Economic Output $11,859,915Induced Economic Output $11,605,716Total Economic Output $54,501,437

Jobs - (1) 604

Labor Income - (2) $20,671,402

Tax Impacts - (3) $3,619,322 (1) - Includes full time and part time employment.(2) - Includes all forms of employment income, including employee compensation (wages/benefits) and proprietor income.(3) - Includes state and local tax revenue generated by the total economic output (excluding taxes on employee compensation and corporation profit taxes/dividends).

Broward County - Annual Operations (2015 Dollars)

Page 212

Intangible Benefits

BB&T Center Generates Other Significant Impacts for the County that are Less Explicit and More Difficult to Quantify Catalyst for Economic Development (Attract/Retain Businesses) Ancillary Redevelopment Opportunities National (and Potentially International) Exposure Civic/Community Pride and Identity Prestige Associated with Facility/Teams/Events Improved Quality of Life/Additional Entertainment Alternatives Contributions and Donations to Local Charities/Causes Marketing/Advertising Opportunities for Local (and National) Businesses Other

Intangible Benefits Described Above are Materially Reduced Without a “Major” League Professional

Sports Team

VI. ECONOMIC IMPACT ANALYSIS

VII. POTENTIAL FUNDING OPTIONS

Page 214

Public Debt Overview The County Issued Tax-Exempt/Taxable Bonds in 1996 to Fund Development of the BB&T Center to

Serve as the Home of the Panthers

The 1996 Bonds were Subsequently Advance Refunded in 2000 in Conjunction with Fixed Payor Swap Agreements Generating Capital for Debt Service Savings for AOC/Panthers, Capital Improvements, and Other Tourism Related Improvements for the County

The Bonds were Refunded Again in 2006, Funding Termination of the Swap Transactions (Bonds Reach Final Maturity in 2028) Series 2006 Bond Provisions Include a First Optional Redemption Date of September 1, 2016

Annual Debt Service Associated with the 2006 Bonds is Approximately $14.0 Million The 2006 Bonds are Secured by Two Separate Levies of Tourist Development Taxes 1% Professional Sports Franchise Facility Tax – Florida Statutes Section 125.0104(3)(l) 1% Professional Sports Franchise Facility Tax – Florida Statutes Section 125.0104(3)(n) Each 1% is Expected to Generate Approximately $10.8 Million According to 2015 County Budget

The 2006 Bonds are Also Secured by the Following State Sales Tax Annual Rebate of $2.0 Million Payment from AOC Equal to Actual Debt Service Minus $10.0 Million ($4.0 Million Not

Including Completion Bond Debt)

VII. POTENTIAL FUNDING OPTIONS

Page 215

Public Debt Overview County Enhances the Credit of the 2006 Bonds with its Covenant to Budget and Appropriate in its

Annual Budget, by Amendment, if Necessary, from Non-Ad Valorem Revenues, Amounts Sufficient to Satisfy the Deposit Requirements for the Bond Reserve Fund which Cannot be Satisfied from Moneys on Deposit in the Revenue Fund or the Surplus Fund, Each Created Under the Indenture

County Issued Completion Bonds in 2000 – Refinanced in 2005 (Bonds Reach Final Maturity in

2028) AOC Pays the Annual Debt Service of Approximately $620,000

Combined Annual Debt Service (Approximately) $14.6 Million

Combined Annual Debt Service is Funded by the Following Sources Tourist Development Taxes $8.0 Million State Sales Tax Rebate $2.0 Million AOC (Approximately) $4.6 Million

VII. POTENTIAL FUNDING OPTIONS

Page 216

Planned Sources and Uses of Funds

Planned Sources and Uses of Funds as Reported in Development Agreement Plus Completion Debt (Added to Arena GMP Line Item)

Final Sources and Uses Not Available

VII. POTENTIAL FUNDING OPTIONS

Sources of FundsSunrise Easement $4,000,000Sunrise Traffic Payment $1,000,000Proceeds of County Bond Issue

Series A Tax Exempt $144,530,000Series B Taxable $35,000,000

Collection of Tourist Development Tax $16,000,000Collection of Sales Tax $4,000,000Investment Income $10,009,000

Sources of Funds - Total $214,539,000

Completion Debt (Net Proceeds) $6,700,000

Sources of Funds - Total (Adjusted) $221,239,000

Uses of FundsLand Acquisition $12,557,500Arena GMP $101,790,000Site Improvements $17,089,000FF&E $21,585,000Soft Costs $24,779,500Program Enhancements $9,000,000Development Contingency $4,599,000Deposit to Debt Service Reserve Fund $6,543,000Interest Paid on Bonds During Construction $15,795,000Deposit to Capitalized Interest Account $4,760,000Underwriting and Issuance Expenses $1,766,000Municipal Bond Insurance Premiums $973,000Contingency $2,000

Uses of Funds - Total $221,239,000Source: Broward County.

Page 217

Governmental Fund Impact – Summary

The Following Table Summarizes the Governmental Funding Revenues and Expenses Associated with the BB&T Center – with and without the Panthers Economic and Fiscal Impacts

Associated with the Panthers are Not Quantified (e.g. County Portion of Sales Tax)

The Table Illustrates a Significant Decrease in Governmental Funds Available and Adverse Impact to the County should the Panthers No Longer Occupy the Arena ($6.9 Million)

The County would also Potentially Assume Arena Operating Risk (Net Cash Flow could Fluctuate) and Capital Repair and Replacement Responsibility (Assumed Capital Figure could Fluctuate Significantly)

The County should also Consider the Potential Risk that the Annual Receipt of the State $2.0 Million Sales Tax Rebate (Section 212.20) may Not be Available without a Major League Professional Sports Tenant

VII. POTENTIAL FUNDING OPTIONS

Annual Governmental Fund Summary Status Quo No Panthers

1% Professional Sports Franchise Facilities Tax $10,774,485 $10,774,4851% Professional Sports Franchise Facilities Tax $10,774,485 $10,774,485State Sales Tax Rebate $2,000,000 $2,000,000AOC CVB Funding $500,000 $0AOC FDOT Funding $675,000 $0AOC Priority Payment $3,992,225 $0AOC Payment for Completion Bonds $620,000 $0

Revenues $29,336,195 $23,548,970

County Debt Service: 2006 Bonds $13,992,225 $13,992,225County Debt Service: Completion Bonds $620,000 $620,000CVB Funding $500,000 $500,000FDOT Funding $675,000 $675,000BB&T Center Net Cash Flow/Loss $0 ($1,354,563)BB&T Center Capital Expenditures $0 $2,500,000Cost of Administering the Tax $1,178,200 $1,178,200

Expenses $16,965,425 $18,110,862

Transfer for Use Pursuant to Applicable Law $12,370,770 $5,438,108

Difference ($6,932,662)

Page 218

Governmental Fund Impact – Additional Considerations

The County Collects the Above Revenues in the General Fund, Appropriates Amounts Sufficient to Pay Debt Service on the 2006 Bonds and the Completion Bonds, and Transfers Back to the General Fund Amounts Not Needed for Debt Service to Fund Tourism Related Activities as Set Forth in the Florida Statutes Related to the Professional Sports Franchise Facilities Tax and the Additional Tax

If the Panthers were to No Longer Occupy the Arena, the County Preferred Revenue Allocation Payment (CPRA) from AOC Would No Longer be Available (Approximately $4.0 Million Dedicated to 2006 Bonds and $0.6 Million Dedicated to the Completion Bonds). In Addition, AOC’s Payment to the TDC Would No Longer Be Available ($0.5 Million).

The County Would Also Potentially Assume Arena Operating Risk (Net Cash Flow Could Fluctuate)

and Capital Repair and Replacement Responsibility (Assumed Capital Expenditure Figure Could Fluctuate Significantly)

The County Should Consider the Potential Risk that the Annual Receipt of the State $2.0 Million Sales Tax Rebate (Section 212.20), May Not be Available in the Future Without a Major League Professional Sports Tenant

VII. POTENTIAL FUNDING OPTIONS

Page 219

Potential Funding Sources

The Additional Programmatic Needs Creates a Significant Impact on the County Budget. While the Professional Sports Franchise Facility Tax Generates Resources that Exceed the Amount Needed by the County for Debt Service, those Resources have been Programmed by the County to Meet Other Critical Tourism Needs. Re-directing the Tax Proceeds to the Arena Potentially Creates a New Need for Existing or Future Programmatic Initiatives/Requirements in Tourism. Option #1 – Reprioritize Tourism Related Programs The County Could Elect to Reprioritize Tourism Related Programs Funded with the Transfer Back to the

General Fund from the Two Cent Tourist Tax Revenue Fund in an Amount Needed to Fund BB&T Center Obligations

Option #2 – Identify New Funding Source

Bond Refunding: Refund Outstanding Callable 2006 Bonds at the Option of the County. Under Current Market Conditions Annual Savings Would be Approximately $750,000 to $1.0 Million.

High Tourism Impact Tax: The County Levies 5% of the Available 6% Tourist Development Taxes Under

State Law. The High Tourism Impact Tax is the 1% Tourist Development Tax that Remains Available to the County and is Not Currently Levied. This Levy Would Generate Approximately $10.8 Million Annually.

Food and Beverage Tax: Miami-Dade County is Permitted to Levy a 2% Food and Beverage Tax on Hotels

and Motels. No Other County is Authorized to Levy Such a Tax. Consideration Could be Given to Introducing Legislation to Allow Broward and Possibly Other High Tourism Impact Counties [Pursuant to Section 125.0104(3)(m)2 – Monroe, Orange, Osceola, and Walton] to Levy a Similar Tax.

VII. POTENTIAL FUNDING OPTIONS

Page 220

Potential Funding Sources

Other Options/Considerations We have Considered, But have Not Focused on, Funding Sources that have Been Utilized in Other

Parts of the Country Because the Sources are Not Available Under Current Law or Do Not Generate Sufficient Funds as a Stand-Alone Source Admissions Tax – Common Funding Source in Many Communities. Available Under State Law,

But Already Included in Sales Tax Base. Further, Given Competition in Market Additional Expense May Put BB&T Center at a Competitive Disadvantage.

Car Rental Tax – Common Funding Source in Many Communities. Not Currently Available Under State Law.

Parking Tax – Only Available to Municipalities Under Current Law

Insurance Savings – The BB&T Center Insurance Expense is High Relative to the Comparable Arenas We Evaluated. While We have Considered the Potential Benefit that the County, as an Owner/Operator, May Be Able to Realize by Including the Arena in its Broader Insurance Program, We Understand that the County has Previously Explored Such an Arrangement and has Indicated that the Insurance Expense Could Potentially be Higher Under Such an Arrangement.

VII. POTENTIAL FUNDING OPTIONS

Page 221

Potential Funding Sources

Other Options/Considerations Debt Relief – Bonds Associated with the BB&T Center Expire in 2028. As a Result, the County will be

Relieved of Approximately $14.6 Million in Annual Debt Service. The County Should Explore the Viability of Utilizing the Savings to Fund Arena Capital Repairs and Maintenance and Consider a Deferred Maintenance Program (or Provide Internal Loans with the Savings as a Future Repayment Source). County Could Also Consider Issuing Debt at that Time to Fund a Major Renovation, as Necessary.

Site Redevelopment Opportunities – The County Could Consider Issuing an RFP for Redevelopment of a Portion (or the Entire Site Without Arena) Similar to Nassau County’s Approach – See Case Study Provided Herein. Project Would Generate Incremental Revenues to the County, Including:

Property Tax (5.723 Mills) Hotel Tax (5.0%) Sales Tax (0.5%) Land Sale/Lease Revenue

Note: The Scale of the Project Would Need to be Significant to Meet Increased Governmental Funding Needs Resulting from Loss of Panthers.

Close Arena/Demolish Arena – The County Could Consider Closing or Demolishing the Arena. While the

Outstanding Debt Would Still Need to be Retired, the County Would Not Incur Operating Expenses or Capital Repairs/Replacement Expenses on an Annual Basis.

VII. POTENTIAL FUNDING OPTIONS

VIII. OTHER CONSIDERATIONS

A. MANAGEMENT OPTIONS

Page 224

Management Options – Overview Most Arenas have One of Three Operating Scenarios Tenant-Operator: Current BB&T Center Model Public Owner-Operator: Public Sector Owner Operates Facility Third Party Operator: Professional Operator Manages Facility on Behalf of Tenant and/or Owner

Private Management Advantages (vs. Public Sector) Experienced Staff Offer More Efficient Management/Operations/Oversight/On-Site Assistance Reduction on Impact on Other Public Sector Departments Event Booking Leverage Marketing and Group Sales Support Ability to More Efficiently Negotiate Labor Agreements and Other Material Contracts/Leases More Efficient Procurement Process for Goods and Services Access to and Relationships with Sports and Entertainment Industry Contacts Information Sharing and Access to Industry Database and Research within the Organization Private Management Companies Generally More Focused on Bottom Line Performance Based Compensation Opportunities Ability to Take Risks Ability to Invest in Facility Faster Reaction Time to Opportunities and Challenges

A. MANAGEMENT OPTIONS

Page 225

Management Options – Overview Private Management Disadvantages (vs. Public Sector) Management Fee Expense Lack of Control Misaligned Interests/Goals of Owner and Management Company Public Interests vs Management Fee Public Interests vs Bottom Line Cost Cutting to Achieve Additional Management Fees Short Term at Expense of Facility

Operations and Possible Long Term Implications Structure of Management Contract Accountability Benchmarks Incentives Tax-Exempt Limitations

General Manager Turnover as a Result of Relocation to Other Company Facilities Regional/Market Competition of Company Accounts

Key Issue will be BB&T Center Event Booking Arrangements

A. MANAGEMENT OPTIONS

Page 226

Management Interview Summary The Consulting Team Attempted to Contact the Three Major National Arena Management Firms AEG Global Spectrum (as of June 2015, Global Spectrum is now known as Spectra) SMG

The Consulting Team Spoke with Two Major National Operators of Arenas, Both with a Cursory Knowledge

of the BB&T Center, and a Strong Knowledge of the Regional Market

Both Operators Expressed an Interest in Operating the Arena Should the Opportunity Arise and Under the Right Circumstances – We Would Expect All Three Would Ultimately be Interested

Both Operators Acknowledged Miami Regional Market is Very Competitive BB&T Center Should be Able to Generate an Operating Profit Even Without the Panthers Managing and Keeping Fixed Costs Low will be Key Driver of Profitability

A Willingness to Explore Non-Traditional Operator/Owner Arrangements

One Operator Commented that Given the NHL Track Record in the Market and the Multitude of Live Sports Options in the Market, a Minor League Hockey Tenant May Face Significant Challenges

One Operator Suggested that it May Be Difficult to Improve Financial Results Materially if Third Party Management Firm were to Simply Replace AOC (Notwithstanding the Operator’s Desire to Operate the Arena Regardless) and Manage the Arena with the Panthers as a Tenant

A. MANAGEMENT OPTIONS

Page 227

Management Firm Overviews AEG One of the Leading Sports and Entertainment Operators/Presenters in the World Manages Facilities and Promotes Events

AEG Owns or Operates Over 100 Facilities Worldwide Including Staples Center/L.A. LIVE The O2

Owns Several Sports Franchises/Events Los Angeles Kings (NHL) Los Angeles Galaxy and Houston Dynamo (MLS) Los Angeles Lakers (NBA) (Partial Ownership) Amgen Tour of California

AEG Owns AEG Live World’s Second Largest Presenter of Music and Entertainment Events

AEG Provides Certain Management Services to AmericanAirlines Center

A. MANAGEMENT OPTIONS

Page 228

Management Firm Overviews Global Spectrum (Spectra) Subsidiary of Comcast-Spectacor, Global Spectrum is One of the Leaders in Venue Management Nationwide

(Expanding International Presence)

Global Spectrum Manages 123 Facilities – Various Types of Facilities Stadiums/Ballparks Arenas Convention/Exhibition Centers Theatres/Performing Arts Ice Facilities Fairgrounds Amphitheaters Entertainment and Retail Districts

Services Include Administrative & Financial Event Booking & Management Scheduling Sales, Marketing, & Public Relations Operations Engineering Ticketing

A. MANAGEMENT OPTIONS

Page 229

Management Firm Overviews SMG One of the Leaders in Venue Management, SMG Manages Over 220 Facilities Worldwide 67 Arenas 11 Stadiums 70 Convention Centers 61 Performing Arts Centers/Amphitheaters Many Other Types of Facilities

Services Include Accounting & Finance Purchasing & Event Booking Customer Service Training Programs Event Marketing & Management Media & Public Relations Suites & Premium Seating Food & Beverage Programs Risk Management

SMG Manages the Broward Convention Center

A. MANAGEMENT OPTIONS

B. ALTERNATIVE USE CASE STUDIES

Page 231

Alternative Use Case Studies – Overview Several Arenas that Served as Home of an NHL/NBA Team have been Repurposed – Not Common

Retail Focus (Proximity to the Sawgrass Retail Center Provides a Potential Opportunity) Limited Examples of Similar Conversions Maple Leaf Gardens (Toronto) Memphis Pyramid (Memphis)

Megachurches There Have Been a Few Instances of Arenas Repurposed into "Megachurches" Owned and

Operated by Private, Non-Profit Religious Organizations Compaq Center (Houston) The Forum (Los Angeles – Subsequently Repurposed)

Repurposed Facilities Have Generally Been Older Arenas, with Simple Seating Bowls and

Significantly Lower Square Footages than BB&T Center

Master Planned Site Redevelopment Nassau Coliseum (Potential Opportunity for BB&T Center Given Competitive Nature of Market) Nassau County Issued an RFP for Redevelopment of Coliseum and Site Several Responses Given Competitive Nature of Market (See Following Page)

B. ALTERNATIVE USE CASE STUDIES

Page 232

Alternative Use Case Studies – Overview

Forest City Ratner (Barclays Center) Onexim Sports and Entertainment Holding USA, Inc. Live Nation Roc Nation Legends Guggenheim Partners SHoP Architects Gensler Hunt Construction Goldman Sachs

Madison Square Garden RXR Cordish BBB Architects Jones Lang LaSalle

Blumenfeld SMG Mark Rosentraub

Shereck Global Spectrum Jack Gordon Architects

B. ALTERNATIVE USE CASE STUDIES

Page 233

Alternative Use Case Studies Maple Leaf Gardens – Conversion to Joint Grocery Store and Athletic Center In 1999, the Toronto Maple Leafs and Toronto Raptors moved

from Maple Leaf Gardens to the Air Canada Centre

The Arena was Mostly Dormant until 2004, when it was Purchased by Loblaw Companies, Canada’s Largest Food Retailer

After Much Criticism and Debate About the Building’s Use, Loblaws Entered an Agreement in 2009 with Ryerson University to Convert the Arena into a Joint Grocery Store and Athletic Center

The Canadian Federal Government Contributed $20 Million of the $60 Million Required for the Project

In 2011, Loblaws Opened to Much Fanfare, Incorporating Elements of Maple Leaf Gardens into the Store

B. ALTERNATIVE USE CASE STUDIES

Page 234

Alternative Use Case Studies Maple Leaf Gardens – Conversion to Joint Grocery Store and Athletic Center The Ice was Raised to Allow for a Loblaws Grocery

Store Under the Ice and Above the Parking Level

Several of Ryerson’s Athletic Teams, Including Hockey, Play their Home Games on the New Surface

B. ALTERNATIVE USE CASE STUDIES

Page 235

Alternative Use Case Studies Maple Leaf Gardens – Conversion to Joint Grocery Store and Athletic Center

B. ALTERNATIVE USE CASE STUDIES

After Ice Surface was Raised

Before Ice Surface was Raised

Page 236

Alternative Use Case Studies Maple Leaf Gardens – Conversion to Joint Grocery Store and Athletic Center

B. ALTERNATIVE USE CASE STUDIES

Minor Adjustments to Exterior

Old Center

Ice Marked

on Floor

Page 237

Alternative Use Case Studies Memphis Pyramid – Conversion to Bass Pro Shops In 2004, the NBA Memphis Grizzlies and NCAA Memphis

Tigers Moved from the Memphis Pyramid to FedEx Forum

The Pyramid was Underutilized Until 2010, when Bass Pro Signed a Lease to Reinvent the Building as a Bass Pro Shops Outdoor World

Features of the Building will Include an Underwater Themed Bowling Alley, an Aquarium, a Restaurant, Zip Lines, a Shooting Range, an Arena for Demonstrations and Workshops, Cabins to Serve as Hotel Rooms, and an Indoor Swamp

In 2011, the City Council Approved a Plan to Issue $215 Million in Bonds to Help Fund the Project, which will be Paid Back through the Projected Increased Sales Tax Revenue

B. ALTERNATIVE USE CASE STUDIES

Page 238

Alternative Use Case Studies Memphis Pyramid – Conversion to Bass Pro Shops Interior Work, Estimated to Cost $191 Million, Began in June 2012

Estimated Square Feet: 220,000

Term: 20 Years Plus Seven Five-Year Options that Could Take the Term to 55 Years

Bass Pro was Forced to Rethink Various Elements of the Plan Several Times Due to Structural or

City-Imposed Constraints The Original Plan to Attach a Hotel Could Not be Done Safely Due to Structural Constraints Instead, Bass Pro will Offer Cabins Inside the Pyramid

A Controversial Topic was the Large Scale Signage on the Exterior of the Building, which Initially Encountered Resistance from City Officials The Signage was Eventually Approved

Bass Pro Hoped to Open before the Holiday Season in 2013, but after Delays Opened April 29, 2015

B. ALTERNATIVE USE CASE STUDIES

Page 239

Alternative Use Case Studies Memphis Pyramid – Conversion to Bass Pro Shops

B. ALTERNATIVE USE CASE STUDIES

Exterior

Interior

Bowling Alley

Interior

Page 240

Alternative Use Case Studies Compaq Center Conversion to Lakewood Church Central Campus

Compaq Center, Formerly the Summit, Hosted the NBA Houston

Rockets and WNBA Houston Comets Until their Move to the Toyota Center in 2002

In 2001, the City of Houston Issued a RFP to Redevelop the Compaq

Center Lakewood Church Competed with Crescent Real Estate To Resolve an Ongoing Dispute between Crescent and Lakewood,

the City Delayed its Initial Approval to Allow Time for Further Appraisals and Evaluations

Lakewood Church and the City Reached a 30-Year Lease Agreement

Lakewood Church Paid an Initial Lump Sum Lease Prepayment of

$11.8 Dollars

Lakewood Church Invested $95 Million into Renovations 16,000 Seats 8,000 Parking Spaces Three LED Screens Two 30-Foot Waterfalls Sloped Floor

B. ALTERNATIVE USE CASE STUDIES

Page 241

Alternative Use Case Studies Compaq Center Conversion to Lakewood Church Central Campus Lakewood Church had the Option of Extending the Lease by 30 Years in 2031 by Paying $753,333

Annually for a Total of $22.5 Million

Lakewood Church Opted to Buy the Arena Outright from the City for $7.5 Million in 2010 Fair Market Value was Estimated at $7.7 Million

Conditions of the Sale Included Continuing the Operation of the Church for Another 10 Years and

Lakewood Church Agreed to a Non-Compete with Toyota Center Square Feet: 606,000

B. ALTERNATIVE USE CASE STUDIES

Page 242

Alternative Use Case Studies Nassau Veterans Memorial Coliseum Renovation

In 2012, the NHL New York Islanders Announced that they

Would Move to the Barclays Center in Brooklyn After Months of RFP Competition, a Team Led by Forest

City Ratner Cos. (Operators of the Barclays Center in Brooklyn) Won Redevelopment Rights to Nassau Coliseum and Surrounding Property

Features of the Development will Include a 13,000-seat

Arena, a 2,000-Seat Indoor Theater, an Outdoor Amphitheater, Restaurants, a Nightclub, a Bowling Alley, an Ice-Skating Rink and Retail Space

200 Committed Calendar Dates, Including 38 Minor-League Hockey Games, 54 Family Shows and 83 Parking-Lot Events

Forest City Ratner is Reportedly Paying the $229 Million

Cost of the Project (To Be Confirmed)

B. ALTERNATIVE USE CASE STUDIES

Page 243

Alternative Use Case Studies Nassau Veterans Memorial Coliseum Renovation Term: 34-Year Lease on the Property, with a 15-year Option to Renew, Totaling 49 Years County to Receive 8% of Gross Revenue and 12.75% of Parking Revenue, with a Minimum

Guaranteed Payment of $4 Million Per Year Rental Amount will Rise 10% Every Five Years During 34 Year Lease

Complex Size: 77 Acres

Forest City Ratner will Reduce Coliseum Capacity From 18,000 to 13,000 13,000 Seat Arena Will Host Minor League Hockey, Professional Lacrosse, Boxing, College

Basketball and Arena Football League Games In Process of Finalizing Amphitheatre Size and Restaurant Mix

Work on the Project Began in 2015, After Islanders Move to Barclays Center Project is Expected to Take 15-18 Months to Complete (December 2016)

B. ALTERNATIVE USE CASE STUDIES

Page 244

Alternative Use Case Studies Nassau Veterans Memorial Coliseum Renovation

B. ALTERNATIVE USE CASE STUDIES

Ice Rink

Renderings of Potential Outside Appearance

Interior Design

C. PUBLIC SUPPORT CASE STUDIES

Page 246

Overview Numerous Public Entities have Provided Concessions/Additional Subsidies to Professional Sports

Teams that have Clearly Demonstrated that they are Struggling Financially

The Consulting Team Provided Several Case Studies Herein Outlining Public Support NHL Arizona Coyotes Columbus Blue Jackets Nashville Predators

NBA Indiana Pacers Miami Heat

Case Studies from Other Jurisdictions Illustrate a Wide Range of Approaches to Offering Public

Support for Existing Teams/Facilities

County Must Consider the Potential Operational and Financial Consequences Relative to the Opportunities and Challenges of the Various Alternative Options Outlined Herein

C. PUBLIC SUPPORT CASE STUDIES

Page 247

Arizona Coyotes – Gila River Arena In July 2013, the Arizona Coyotes and City of Glendale reached agreement on a new 15-year lease for the Gila River Arena and associated parking inventory. In order to entice the team to remain in Glendale, the City agreed to pay the Team a $15 million per year management fee in exchange for certain revenue rights intended to repay a portion of that fee. The City was entitled to a substantial ticket surcharge on all events within the Arena, as well as the majority of the parking revenues associated with Arena events. The Team was to pay a base rent of $500,000 that escalated to $800,000 over time, and collect supplemental surcharges, with the estimated target of $9.0 million per year to the City (initial totals fell short of the target). The lease term included an option for early termination by the Team should it demonstrate a minimum aggregate loss during the first five years of $50 million (Team must repay the City any shortfall up to its $9.0 million per year minimum revenue target in the case of early termination). In June 2015, the City of Glendale terminated the Coyotes arena deal. The following month, the City and team agreed to a new two year deal which decreased the management fee to $6.5 million annually. The Coyotes are to pay $500,000 annually for rent, but will now keep all revenues including those revenue streams previously expected to be shared, such as ticket surcharge, parking revenue, and naming rights revenue. It is important to note that the City has the right to elect a new arena manager. As such, in September 2015, the City announced it would begin the process of seeking a new arena manager to start as soon as July 2016.

C. PUBLIC SUPPORT CASE STUDIES

Building: Gila River Arena

Year Open/Renovated: 2003

Owner : City of Glendale (Land & Improvements)

Operator/Manager: Team / Global Spectrum

Lease Term: 2 years

Total Seating Capacity: 18,300 fixed - 19,000 Maximum with SRO

Luxury Suites: 87 Suites with 1,488 Total Seats

Loge Boxes: None

Club(s): 3,075 Seats

Controlled Parking: >5,500 Spaces On-Site

Sources: Public documents, internal database, and industry research.

Page 248

Arizona Coyotes – Gila River Arena

C. PUBLIC SUPPORT CASE STUDIES

Building Rent Base Rent Management Fee Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Building Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Owner/City Share 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

0% 0%

100%

Amount Paid by Team $500,000

$6.5 Million to Team – (1)

9.20% $4.50 - $5.25 - (2)

Not Applicable Not Applicable

Team Share 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

100% 100%

0%

Sources: Internal database and industry research.

Page 249

Arizona Coyotes – Gila River Arena

1) City announced it would begin process of seeking a new arena manager.

2) Team keeps ticket surcharge revenue.

C. PUBLIC SUPPORT CASE STUDIES

Page 250

Arizona Coyotes – Gila River Arena Sources & Uses of Funds (Original Construction)

C. PUBLIC SUPPORT CASE STUDIES

Sources: Public documents, internal database, and industry research.

Sources of FundsPublic

City of Glendale Tax-exempt bonds $28,011,487City of Glendale Taxable bonds $151,988,514

PrivateDeveloper Deposit $25,018,732Concessionaire Up-front $8,000,000

Sources of Funds - Total $213,018,733Uses of Funds

Land Costs $6,981,452Site work $35,469,258Financing Costs $12,516,078A/E Contract $8,893,831Project Management and Consultants $4,505,988FF&E $13,731,458Public Art $3,500,000Arena Construction $127,420,668

Uses of Funds - Total $213,018,733Unused Funds $0

Page 251

Columbus Blue Jackets – Nationwide Arena Nationwide Arena opened in 2000 in Columbus, Ohio, in the middle of a mixed-use Arena District in downtown Columbus. The arena was initially funded privately, prior to the 2012 purchase/sale of the arena to the County’s Convention Facilities Authority (CFA) for $42.5 million. As part of that transaction, the County contracted with a new entity called Columbus Arena Management, which is comprised of Ohio State University, Blue Jackets and Nationwide Realty Investors. CAM is managed as a joint venture of the three partners and operates the arena on behalf of the CFA. The Blue Jackets play under a simplified license agreement with CAM. The CFA and CAM are funded via a stipulated share of County and City-collected Casino Taxes, with CAM and its Partners jointly funding any shortfalls in the arena net revenues plus stipulated funding sources.

C. PUBLIC SUPPORT CASE STUDIES

Building: Nationwide Arena

Year Open/Renovated: 2000

Owner : Franklin County Convention Facilities Authority

Operator/Manager: Columbus Arena Management (CAM)

Lease Term: Thru 2029

Total Seating Capacity: 19,500 Fixed - 21,000 Max with SRO

Luxury Suites: 52 Suites with Two 48-Seat Party Towers

Loge Boxes: 26 Loge Boxes (6pp), 29 Terrace Tables (4pp)

Club(s): 5 Discrete Lounge Spaces

Controlled Parking: 560 Garage - >15,000 Spaces in Arena District

Sources: Public documents, internal database, and industry research.

BldgLogo

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Columbus Blue Jackets – Nationwide Arena

C. PUBLIC SUPPORT CASE STUDIES

Building Rent Base Rent Percentage Rent Maximum Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Building Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

CAM Share 0% 0% 0% 0% 0% 0%

100% 0% 0% 0% 0%

100% 100% 100%

Amount Paid by Team $0 $0 $0

7.50%

Not Applicable Not Applicable Not Applicable

Team Share 100% - (1) 100% - (1)

100% 100% 100% 100%

0% - (2) 100% - (3)

100% 100% - (3)

100%

0% - (4) 0% - (4) (5)

(5)

Sources: Public documents, internal database, and industry research.

Page 253

Columbus Blue Jackets – Nationwide Arena 1) The Team is entitled to the Owner’s share of concessions revenue per the Concessionaire Agreement.

As Team has no stake in the non-hockey operations of the Arena, they collect no additional revenues from the Concessionaire. Team retains sole right to negotiate third party agreements such as the Concessionaire Agreement, provided its terms treat hockey and non-hockey events on equal terms.

2) CAM is obligated to provide an inventory of parking to the Team to accommodate team staff and invitees and suiteholders for all events. For hockey events, the Team receives parking for club seat holders as well. CAM retains all other parking economics.

3) The Team has the exclusive right to sell Suite, Terrace Table and Loge Box seating within the Arena. This includes all the revenues associated with non-hockey events for that inventory.

4) Annual and Game-Day expenses are borne by CAM, subject to certain limitations. For playoff games, the Team is obligated to reimburse CAM for event expenses. Additionally, CAM’s responsibility for Game-Day expenses cannot exceed the revenues CAM collects from operation of non-hockey facilities within the Arena such as the parking garage, arena restaurant and practice rink.

5) In the event that the Casino and other revenues available to pay operating expenses or capital expenses are insufficient in a given year, the partners in CAM are responsible for funding the shortfalls in equal proportion, with Ohio State’s shortfall funding capped at $7 million dollars in aggregate.

C. PUBLIC SUPPORT CASE STUDIES

Page 254

Columbus Blue Jackets – Nationwide Arena Sources & Uses of Funds (Original Construction)

C. PUBLIC SUPPORT CASE STUDIES

Sources of FundsPrivate

Nationwide Realty $140,000,000Dispatch Companies $10,000,000

PublicCity of Columbus $12,000,000FCCFA $4,000,000

Sources of Funds - Total $166,000,000Uses of Funds

Arena Construction $150,000,000Site Development $12,000,000Land Costs $4,000,000

Uses of Funds - Total $166,000,000Unused Funds $0

Sources: Public documents, internal database, and industry research.

Page 255

Nashville Predators – Bridgestone Arena Bridgestone Arena opened in December 1996 in downtown Nashville. The arena was developed and fully funded through general obligation bonds issued by the Metropolitan Government of Nashville and Davidson County and the Metro Sports Authority. Per the original arena agreements, the arena was operated by a Team affiliate, Powers Management Group. The lease term is 30 years, running through 2028. The started play in 1998.

C. PUBLIC SUPPORT CASE STUDIES

Building: Bridgestone Arena

Year Open/Renovated: 1996

Owner: City of Nashville

Operator/Manager: Powers Management Group

Lease Term: 30 Years-Expires in 2028

Total Seating Capacity: 17,113

Luxury Suites: 72

Loge Boxes: NA

Club(s): 1,100

Controlled Parking: TBD

Sources: Public documents, internal database, and industry research.

Page 256

Nashville Predators – Bridgestone Arena

2008 Lease Renegotiation Shortly after its Sale to David Freeman, the Predators Negotiated a New Lease which Gave the

Authority a Cap on its Exposure to Operating Risk The Agreement Called for a $2 Million Management Fee to be Kept by the Operator Out of Arena

Operating Revenue, and Established Performance Incentives Allowing up to Nearly $2 Million in Additional Fees

Total Public Support Annually Amounted to $7 to $8 Million Per Year. The Authority Received a Seat Use Charge of $2.00 per Ticket, Used to Fund its Debt Service Related to Arena Construction

2012 Lease Renegotiation The Authority’s Cap on its Share of Operating Losses was Set a $4.2 Million Per Year with

Inflation Adjustments Going Forward. In Practice, the Team Pays Operating Expenses Less a Contribution from the Authority of Approximately $5.0 Million.

The Incentive Package to the Operator was Modified by Decreasing its Base Management Fee to $1 Million and Increasing the Maximum Incentive Fees to $2.7 Million Per Year

An Additional $2.00 Per Ticket in Fees were Authorized to Fund Future Capital Repairs at the Arena

The Revised Lease Allows the Team to Terminate its Lease Early in the Event that During a Three-Year Period the Operator Loses a Total of $10 Million Dollars Beyond the Authority’s Share of Losses

C. PUBLIC SUPPORT CASE STUDIES

Page 257

Indiana Pacers – Bankers Life Fieldhouse The Indiana Pacers (Pacers) play their home games at the Bankers Life Fieldhouse. The arena opened in 1999 and includes approximately 18,345 seats, 69 luxury suites, and 2,640 club seats. Bankers Life Fieldhouse is owned by the Capital Improvement Board (CIB) and managed by the Pacers. The total development costs of the arena were approximately $248.0 million. The Pacers agreed to a lease amendment in 2010, and in 2014 the CIB agreed to pay for $164 million in future operating costs in exchange for a lease extension of up to 13 years.

C. PUBLIC SUPPORT CASE STUDIES

Building: Bankers Life Fieldhouse

Year Open/Renovated: 1999

Owner : Capital Improvement Board

Operator/Manager: Indiana Pacers

Lease Term: 25 Years (With Extension)

Total Seating Capacity: 18,345

Luxury Suites: 69

Loge Boxes: NA

Club(s): 2,640

Controlled Parking: 2,500

Sources: Capital Improvements Board of Marion County, industry research, and internal database.

Page 258

Indiana Pacers – Bankers Life Fieldhouse

C. PUBLIC SUPPORT CASE STUDIES

Building Rent Base Rent Percentage Rent Maximum Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Building Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements

Public Share 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

0%

100% - (1) CIB - (2)

Amount Paid by Team Not Applicable

$1.00 Not Applicable

Not Applicable Not Applicable

10.0% Not Applicable

Team Share 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

100%

(1) 0%

Sources: Capital Improvements Board of Marion County, industry research, and internal database.

Page 259

Indiana Pacers – Bankers Life Fieldhouse 1) As part of the 2010 lease amendment, the Pacers received an inducement loan from the CIB to assist

the Pacers with paying Operating Expenses at the Arena. With the 2014 amendment, the Pacers will not be required to pay back this amount. As part of the 2014 lease amendment, the CIB agreed to pay $3.7 million in Operating Expenses per year plus reimburse the Pacers for their share of Operating Expenses according to the following schedule:

2) As part of the 2014 lease amendment, the CIB was required to make a minimum of $26.5 million in capital improvements. After the $26.5 million investment, the Pacers will be responsible for Minor Capital Repairs.

C. PUBLIC SUPPORT CASE STUDIES

2014 $7,118,517.002015 $7,332,072.512016 $7,552,034.692017 $7,778,595.732018 $8,011,953.602019 $8,252,312.212020 $8,499,881.572021 $8,754,878.022022 $9,017,524.362023 $9,288,050.092024 (Option) $9,288,050.092025 (Option) $9,566,691.592026 (Option) $9,853,692.34

Sources: Capital Improvements Board of Marion County, industry research, and internal database.

Page 260

Indiana Pacers – Bankers Life Fieldhouse Sources & Uses of Funds (Original Construction)

C. PUBLIC SUPPORT CASE STUDIES

Sources: Capital Improvements Board of Marion County, industry research, and internal database.

Sources of FundsCurrent Interest Bonds 1997A $195,165,000Current Interest Bonds 1997B $21,540,000Capital Appreciation Bonds 1997A $5,783,455Professional Sports Development Area Revenues $10,800,000City of Indianapolis Contribution $4,700,000Private Contribution $10,000,000Rounding $11,545

Total Sources of Funds $248,000,000

Uses of FundsLand $23,400,000Arena Construction $175,500,000Parking/Streetscape $21,100,000Transactional Costs $28,000,000

Total Uses of Funds $248,000,000

Page 261

Miami Heat – AmericanAirlines Arena AmericanAirlines Arena is the home of the Miami Heat (Heat). The arena opened in 1999. It is owned by Miami-Dade County (County) and operated by the Miami Heat. There are approximately 19,600 seats, 80 luxury suites/loge boxes, and 1,100 club seats at the arena. The Miami Heat are the sole major league tenant at AmericanAirlines Arena. The total development cost of the facility was approximately $283.4 million. In June 2013, the Heat and County amended and restated a number of agreements related to the Heat’s operation and use of the arena. The new agreements extended the Heat’s lease by 10 years through 2040, although both parties have early termination rights in 2035. It is important to note that the new agreements significantly altered the financial relationship between the Heat and County. In general, the County extended its annual subsidy to the Heat, while the Heat agreed to a fixed contribution to the Parks Department, increased contribution to the capital replacement reserve fund, and extended their lease term.

C. PUBLIC SUPPORT CASE STUDIES

Building: AmericanAirlines Arena

Year Open/Renovated: 1999

Owner: Miami-Dade County

Operator/Manager: Miami Heat

Lease Term: Expires in 2040 (Subject to Early Termination in 2035)

Total Seating Capacity: 19,600

Luxury Suites: 80 (Includes Loge Boxes)

Club Seats: 1,100

Controlled Parking: 1,000

Sources: Miami-Dade County, industry research and internal database.

Page 262

Miami Heat – AmericanAirlines Arena Project Sources and Uses of Funds (Original Construction)

C. PUBLIC SUPPORT CASE STUDIES

Sources of FundsCounty Operating Subsidy $80,500,000State Sales Tax Rebate $25,400,000County Land Contribution $38,000,000Miami Heat $139,500,000

Total Sources of Funds $283,400,000

Uses of FundsLand $38,000,000Miami Heat Operations $29,000,000Arena Construction/Other $216,400,000

Total Uses of Funds $283,400,000

Sources: Miami-Dade County, industry research and internal database.

Page 263

Miami Heat – AmericanAirlines Arena The Terms Included Summarize the

Occupancy Costs for the Team, Except where Noted (Lease Terms for Other Events are Not Included):

C. PUBLIC SUPPORT CASE STUDIES

Sources: Miami-Dade County, industry research and internal database.

Arena Rent Minimum Rent Base Rent Percentage Rent Taxes/Surcharges Ticket Sales Tax Ticket Surcharge Admissions Tax Parking Tax/Surcharge Revenue Sharing Concessions Novelties Advertising – Game Day Advertising – Permanent Television Naming Rights Parking Luxury Suites – Tickets Luxury Suites – Premium Club Seats – Tickets Club Seats – Premium Arena Expenses Game Day Operating Expenses Annual Operating Expenses Capital Repairs/Improvements Other

Public Sector Share 0% 0% 0% 0% 0% (1) 0% 0% 0% 0% 0%

0% (1) (2)

(3), (4)

Amount Paid by Team Not Applicable Not Applicable Not Applicable

7.00%

Not Applicable Not Applicable Not Applicable

Team Share 100% 100% 100% 100% 100%

(1) 100% 100% 100% 100% 100%

100%

(1) (2)

(3), (4)

Page 264

Miami Heat – AmericanAirlines Arena 1) Original agreement required the County to provide Team with an annual payment of $8.5 million

through 2029 and $3.5 million in 2030 to be used for operational expenses and naming rights. An amendment gave the naming rights to the Team and reduced the County’s obligation to $6.4 million. The new agreement modifies the terms of the naming rights. If the naming rights agreement is extended and annual payment is over $2 million, the County will share 50% of the excess. If the naming rights agreement is not extended the County can sell naming rights, subject to certain revenue sharing with the Team. In addition, the new agreement extends the County’s annual obligation to contribute to operational and maintenance costs. The new agreement states the annual payment amount in 2030 to 2035 is $8.5 million annually. It is important to note that if naming rights are not sold, the County could incur an additional $2.0 million payment to the Team.

Continued on Next Page

C. PUBLIC SUPPORT CASE STUDIES

Year Annual Payment (Excluding Naming Rights)

2014 to 2029 $6.4 Million

2030 $1.5 Million

2031 to 2035 $8.5 Million

2036 to 2040 Subject to Negotiation

Page 265

Miami Heat – AmericanAirlines Arena 2) The new agreement increases the annual payment amount that the Team is required to make to the capital

replacement reserve account. The original agreement required the Team to make a $1.1 million payment in 2014, $1.1 million in 2015, and increasing by CPI thereafter. The new agreement increases the annual amount. It is important to point out that the Team is required to spend a minimum of $81.1 million on capital repairs during the term of the new agreement (an amount equal to the annual deposits). In addition, the team is ultimately responsible for maintaining the arena in a first class manner and may spend more than that amount.

3) Original agreement required the Team to pay the County 40% of arena excess profits. Over the first 13 years of the agreement, the County received a payment in only one year (2013). The new agreement eliminated the provision and replaced it with a fixed annual payment from the Team to the Parks and Recreation Department.

4) The new agreement also amended the Team’s rent to the County for retail areas located outside the arena. Per the calculation from the original agreement, the annual rent was $85,670. Estimates from the new agreement calculate the annual rent at $125,000. If the Team increases the retail space outside the arena, the rent would also increase on per square foot basis.

C. PUBLIC SUPPORT CASE STUDIES

Year Annual Payment

2014 to 2030 $1.0 Million

2031 to 2035 $1.25 Million

2036 to 2040 $0

Year Annual Payment

2014 $10,247,544

2015 $1,600,000

2016 to 2040 Preceding Year Escalated by 4.0% (2040 at $4,265,338)

APPENDIX A: COMPARABLE ARENAS –

CASE STUDIES

Page 267

KeyArena at Seattle Center – Seattle, WA KeyArena at Seattle Center is the former home to the relocated NBA Seattle SuperSonics. The arena is currently home to the WNBA Seattle Storm and Seattle University. The arena was rebuilt from 1994-1995, and has a capacity of 17,000, 48 luxury suites, and 2,439 club seats. Tenants Seattle Storm (WNBA) Seattle University

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: KeyArena at Seattle Center

Year Open/Renovated: 1962/1995

Total Cost: $104 Million (Renovation)

Contractor: PCL Construction

Architect: NBBJ (Renovation)

Management: AEG

Concessionaire: Levy Restaurants

Total Seating Capacity: 17,000

Luxury Suites: 48

Club Seats: 2,439

Market Population: 3,662,992

Page 268

KeyArena at Seattle Center – Seattle, WA KeyArena is the former home of the NBA Seattle SuperSonics. The SuperSonics’ ownership group failed to persuade government officials to provide funding to renovate KeyArena, then sold the team to an investment group headed by Clay Bennett. Upon failing to receive approval for public funding for a new arena from the Washington legislature in 2007, the new ownership group relocated the team to Oklahoma City. The team paid a $45 million settlement to Seattle that went mainly toward retiring the arena debt. Currently, KeyArena is home to the WNBA Seattle Storm and the Pac-12 women’s basketball tournament.

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014Major Event Count 6 7 9 5 4 10 6 11 10 7Major Event Gross Ticket Sales $8,868,837 $7,417,820 $9,654,240 $4,776,289 $3,037,581 $11,798,528 $5,111,445 $12,448,983 $9,345,766 $7,316,322All Event Gross Ticket Sales $12,867,875 $12,491,955 $13,785,573 $8,223,142 $12,867,875 $17,838,636 $8,975,722 $17,745,434 $14,799,154 $11,472,450Source: Pollstar.

KeyArena Non-Sporting Event History

Page 269

The Forum – Inglewood, CA The Forum was recently reopened primarily as a concert venue after being purchased by The Madison Square Garden Company and renovated. The arena is the former home of the NBA Los Angeles Lakers and NHL Los Angeles Kings, who moved to Staples Center upon its completion in 1999. The Forum seats 17,500. Tenants Currently None

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: The Forum

Year Open/Renovated: 1967/1988/2014

Total Cost: $110 Million (2014 Renovation/Land)

Contractor: C.L. Peck Contractors

Architect: Charles Luckman

Management: MSG Entertainment

Concessionaire: Levy Restaurants

Total Seating Capacity: 17,500

Luxury Suites: TBD

Club Seats: TBD

Market Population: 13,296,946

Page 270

The Forum – Inglewood, CA The Forum was once the home of the NBA Los Angeles Lakers and NHL Los Angeles Kings. The teams relocated to the Staples Center when it opened in 1999. In 2000, the Forum was purchased by Faithful Central Bible Church for approximately $22 million, but remained available for concerts in addition to its use for religious services. The facility struggled to attract concerts and other events. In 2012, The Madison Square Garden Company purchased the building for approximately $23.5 million with the intention of turning it into a top flight concert venue. The Forum reopened in 2014 after undergoing major renovation and immediately began to compete successfully for high profile concerts in the Los Angeles market.

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

The Forum 20.5%Honda Center 29.5%Staples Center 50.0%Source: Pollstar.

2014 Large Concert Market Share

Page 271

IZOD Center – East Rutherford, NJ IZOD Center was built in 1981, and is the former home of the NBA New Jersey Nets and NHL New Jersey Devils. The arena seats 20,049 and has 29 luxury suites. The arena is set to close in 2015, plans for the site have not been finalized. Tenants Currently None

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: IZOD Center

Year Open/Renovated: 1981

Total Cost: $85 Million

Contractor: Terminal Construction

Architect: Grad Partnership/Dillulo, Clauss, Ostroki & Partners

Management: New Jersey Sports and Exposition Authority

Concessionaire: Aramark

Total Seating Capacity: 20,049

Luxury Suites: 29

Club Seats: TBD

Market Population: 20,114,525

Page 272

IZOD Center – East Rutherford, NJ

IZOD Center is located in the Meadowlands Sports Complex and is the former home of the NBA New Jersey Nets, NHL New Jersey Devils, and the men’s basketball teams at Seton Hall University and Fordham University.

In 2007, the Devils and Seton Hall University moved to the newly constructed Prudential Center, where the Nets followed in 2010 before moving to Brooklyn. Fordham University played a portion their home games at IZOD Center in 2010-11.

The New Jersey government considered several options for the arena, including integration into the American Dream Meadowlands complex, but they were unable to come to terms. With the arena losing money, in January 2015 the New Jersey Sports and Exposition Authority voted to close the arena in 2015. Plans for the site have not been finalized, but may include a hotel.

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014Major Event Count 19 12 17 16 14 5 13 13 8 8Major Event Gross Ticket Sales $24,738,758 $10,895,543 $18,830,514 $19,421,859 $16,636,879 $6,891,520 $15,948,877 $15,571,381 $9,517,898 $8,195,330All Event Gross Ticket Sales $31,292,148 $22,614,222 $33,386,959 $33,234,681 $23,248,138 $13,439,144 $22,843,564 $19,851,991 $14,995,310 $18,652,855Source: Pollstar.

IZOD Center Non-Sporting Event History

Page 273

Allstate Arena – Rosemont, IL Allstate Arena, originally Rosemont Horizon, opened in 1980 and is the home of the AHL Chicago Wolves and WNBA Chicago Sky. The arena is located adjacent to O’Hare International Airport and features 17,500 seats and 48 luxury suites. Tenants Chicago Wolves (AHL) Chicago Sky (WNBA)

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Allstate Arena

Year Open/Renovated: 1980/2000

Total Cost: $20 Million (Renovation)

Contractor: TBD

Architect: Anthony M. Rossi Architects

Management: Village of Rosemont

Concessionaire: Aramark

Total Seating Capacity: 17,500

Luxury Suites: 48

Club Seats: TBD

Market Population: 9,570,110

Page 274

The Arena at Gwinnett Center – Duluth, GA (Infinite Energy Arena) The Arena at Gwinnett Center (recently re-named Infinite Energy Arena) was an expansion to the Gwinnett Center, which also hosts a performing arts center and convention center. Built in 2003, the arena seats 13,100, including 36 luxury suites and 1,388 club seats. Tenants Gwinnett Gladiators (ECHL)

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: The Arena at Gwinnett Center

Year Open/Renovated: 2003

Total Cost: $91.5 Million

Contractor: Holder Construction Co.

Architect: Rosser International

Management: AEG (Limited Services)

Concessionaire: Proof of the Pudding

Total Seating Capacity: 13,100

Luxury Suites: 36

Club Seats: 1,388

Market Population: 5,629,693

Page 275

U.S. Bank Arena – Cincinnati, OH U.S. Bank Arena, built in 1975 and renovated in 1997, is the home of the ECHL Cincinnati Cyclones. The arena has a capacity of 12,823 along with 39 luxury suites. Tenants Cincinnati Cyclones (ECHL)

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: U.S. Bank Arena

Year Open/Renovated: 1975/1997

Total Cost: $14 Million (Renovation)

Contractor: Universal Contracting Corp.

Architect: Pattee Architects Inc.

Management: AEG

Concessionaire: Aramark

Total Seating Capacity: 12,823

Luxury Suites: 39

Club Seats: 0

Market Population: 2,148,094

Page 276

Sprint Center – Kansas City, MO The Sprint Center opened October 10, 2007. Total construction cost for the arena project was approximately $276.1 million. Sprint Center is widely considered one of the most successful arenas without a major league tenant. The arena is operated by AEG. There are approximately 18,630 seats, 72 luxury suites, and 1,706 club seats at the arena. Since its opening, the Sprint Center has hosted various sporting events, concerts, and family shows. Tenants Currently None

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Sprint Center

Year Open/Renovated: 2007

Total Cost: $276 Million

Contractor: Mortenson Construction

Architect: Populous, AECOM, 360 Architecture

Management: AEG

Concessionaire: Levy Restaurants

Total Seating Capacity: 18,630

Luxury Suites: 72

Club Seats: 1,706

Market Population: 2,076,290

Page 277

Jacksonville Veterans Memorial Arena – Jacksonville, FL Jacksonville Veterans Memorial Arena, which opened in 2003, is the home of the Jacksonville Sharks (AFL) and Jacksonville University Men’s Basketball team and is located in downtown Jacksonville. There are approximately 15,000 seats, 36 luxury suites, and 2,064 club seats at the arena. Tenants Jacksonville Sharks (AFL) Jacksonville University

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Jacksonville Veterans Memorial Arena

Year Open/Renovated: 2003

Total Cost: $130 Million

Contractor: Gilbane/Scheer/Renaissance Group

Architect: Populous

Management: SMG

Concessionaire: Savor

Total Seating Capacity: 15,000

Luxury Suites: 36

Club Seats: 2,064

Market Population: 1,417,070

Page 278

KFC Yum! Center – Louisville, KY KFC Yum! Center is home to the University of Louisville and is located in downtown Louisville. The arena opened in 2010 and has approximately 22,000 seats, 75 luxury suites, and 2,854 club seats. The arena is home to the University of Louisville men’s basketball team. AEG operates the facility. Tenants University of Louisville

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: KFC Yum! Center

Year Open/Renovated: 2010

Total Cost: $238 Million

Contractor: Mortenson Construction

Architect: Populous

Management: AEG

Concessionaire: Centerplate

Total Seating Capacity: 22,000

Luxury Suites: 75

Club Seats: 2,854

Market Population: 1,275,797

Page 279

BOK Center – Tulsa, OK BOK Center is the home of the Tulsa Shock (WNBA) and Tulsa Oilers (CHL) and is located in downtown Tulsa. The arena opened in 2008 at a cost of approximately $193 million. SMG manages the facility. There are approximately 19,199 seats, 38 luxury suites, and 682 club seats at the arena. Tenants Tulsa Shock (WNBA) Tulsa Oilers (ECHL)

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: BOK Center

Year Open/Renovated: 2008

Total Cost: $193 Million

Contractor: Tulsa Vision Builders

Architect: Matrix, Pelli, Odell

Management: SMG

Concessionaire: Savor

Total Seating Capacity: 19,199

Luxury Suites: 38

Club Seats: 682

Market Population: 973,692

Page 280

CenturyLink Center Omaha – Omaha, NE CenturyLink Center Omaha was built in 2003 and is the home to the Creighton University men’s basketball team and the University of Nebraska Omaha (UNO) men’s hockey team. UNO will soon open their own arena and no longer will play at the facility. CenturyLink Center Omaha has 18,000 seats, 32 luxury suites, and 1,223 club seats. Tenants Creighton University University of Nebraska Omaha

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: CenturyLink Center Omaha

Year Open/Renovated: 2003

Total Cost: $290 Million (Includes Convention Center)

Contractor: Kiewit Building Group

Architect: DLR Group

Management: Metropolitan Entertainment & Convention Authority (MECA)

Concessionaire: Levy Restaurants

Total Seating Capacity: 18,000

Luxury Suites: 32

Club Seats: 1,223

Market Population: 908,951

Page 281

Colonial Life Arena – Columbia, SC Colonial Life Arena is home to the University of South Carolina and is located on campus in downtown Columbia. The arena opened in 2002. Colonial Life Arena seats approximately 18,000 with 45 luxury suites and 300 club seats. Tenants University of South Carolina

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Colonial Life Arena

Year Open/Renovated: 2002

Total Cost: $65 Million

Contractor: Beers Construction

Architect: Rosser International

Management: Global Spectrum

Concessionaire: Centerplate

Total Seating Capacity: 18,000

Luxury Suites: 45

Club Seats: 300

Market Population: 806,579

Page 282

Greensboro Coliseum – Greensboro, NC Greensboro Coliseum was built in 1959 and has been renovated multiple times since its completion. It is the home of the University of North Carolina at Greensboro men’s basketball team and the ACC basketball tournament. The arena seats 23,500 and has 24 luxury suites. Tenants University of North Carolina at Greensboro

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Greensboro Coliseum

Year Open/Renovated: 1959/1990/2016

Total Cost: $4.5/$45.7/$24 Million

Contractor: T.A. Loving Co. (Renovation)

Architect: FABRAP

Management: City of Greensboro

Concessionaire: Ovations Food Services

Total Seating Capacity: 23,500

Luxury Suites: 24

Club Seats: TBD

Market Population: 748,849

Page 283

Tacoma Dome – Tacoma, WA The Tacoma Dome is one of the largest wood domed structures in the world, with 23,000 seats. It was built in 1983 and does not currently have a tenant. The facility hosted the NBA Seattle SuperSonics for one season. Tenants Currently None

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Tacoma Dome

Year Open/Renovated: 1983

Total Cost: $28 Million

Contractor: Merit Co.

Architect: McGranahan Messenger Associates

Management: City of Tacoma

Concessionaire: TBD

Total Seating Capacity: 23,000

Luxury Suites: TBD

Club Seats: TBD

Market Population: 3,662,992

Page 284

Verizon Arena – North Little Rock, AR The Verizon Arena is located in Little Rock, Arkansas. It is owned and operated by Pulaski County. There are approximately 18,000 seats, 32 luxury suites, and no club seats at the arena. Verizon Arena does not currently have a tenant. It is the former home to IFL, ECHL, and D-League teams. Tenants Currently None

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Verizon Arena

Year Open/Renovated: 1999

Total Cost: $80 Million

Contractor: VCC/Turner

Architect: Taggart Burt & Associates, Rosser

Management: Pulaski County

Concessionaire: TBD

Total Seating Capacity: 18,000

Luxury Suites: 32

Club Seats: 0

Market Population: 734,672

Page 285

Intrust Bank Arena – Wichita, KS Intrust Bank Arena is located in downtown Wichita and is home to the CHL Wichita Thunder and CIF Force. The arena, which opened in 2010, has approximately 15,000 seats, 22 luxury suites, and 150 club seats and is managed by SMG. Tenants Wichita Thunder (CHL) Wichita Force (CIF)

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Intrust Bank Arena

Year Open/Renovated: 2010

Total Cost: $205.5 Million

Contractor: Hunt/Dodlinger

Architect: Populous

Management: SMG

Concessionaire: Savor

Total Seating Capacity: 15,000

Luxury Suites: 22

Club Seats: 150

Market Population: 640,274

Page 286

Wells Fargo Arena – Des Moines, IA Wells Fargo arena is the home of the Iowa Barnstormers (AFL), Iowa Wild (AHL), and Iowa Energy (D-League) and is located in downtown Des Moines. The arena opened in 2005 and is operated by Global Spectrum. The arena hosts a number of minor league tenants, including the D-League Iowa Energy, AHL Iowa Wild, and IFL Iowa Barnstormers. Tenants Iowa Energy (D-League) Iowa Wild (AHL) Iowa Barnstormers (IFL)

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Wells Fargo Arena

Year Open/Renovated: 2005

Total Cost: $117 Million

Contractor: Not Confirmed

Architect: Populous

Management: Global Spectrum

Concessionaire: Ovations Food Services

Total Seating Capacity: 16,110

Luxury Suites: 36

Club Seats: 630

Market Population: 614,231

Page 287

Pinnacle Bank Arena – Lincoln, NE Pinnacle Bank Arena is the home of the University of Nebraska – Lincoln and is located in downtown Lincoln. The arena opened in 2013. There are approximately 16,000 seats, 36 luxury suites, and 832 club seats in the arena. The arena is managed by SMG. Tenants University of Nebraska – Lincoln

APPENDIX A: COMPARABLE ARENAS – CASE STUDIES

Arena: Pinnacle Bank Arena

Year Open/Renovated: 2013

Total Cost: $181 Million (Arena Only)

Contractor: Mortenson Construction/Hampton

Architect: DLR Group

Management: SMG

Concessionaire: Savor

Total Seating Capacity: 16,000

Luxury Suites: 36

Club Seats: 832

Market Population: 319,691

APPENDIX B: COMPARABLE ARENAS –

DEMOGRAPHICS

Page 289

Comparable Arena Market Demographics

Evaluated Demographics of Comparable Arena Markets Core Base Statistical Area (CBSA) Designation 30 Mile Geographic Ring Designation

The Selected Comparable Arenas and CBSA Market are Summarized Below

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena Market Built Capacity Suites Club Seats Tenants

KeyArena Seattle-Tacoma-Bellevue, WA 1962/1995 17,000 48 2,439 WNBA, UniversityThe Forum Los Angeles-Long Beach et al, CA 1967/1988/2014 17,500 TBD TBD NAIZOD Center - (1) New York-Newark et al, NY-NJ-PA 1981 20,049 29 TBD NAAllstate Arena Chicago et al, IL-IN-WI 1980/2000 17,500 48 0 AHL, WNBAThe Arena at Gwinnett Center Atlanta-Sandy Springs et al, GA 2003 13,100 36 1,388 ECHLU.S. Bank Arena Cincinnati, OH-KY-IN 1975/1997 12,823 39 0 ECHLSprint Center Kansas City, MO-KS 2007 18,630 72 1,706 NAJacksonville Veterans Memorial Arena Jacksonville, FL 2003 15,000 36 2,064 AFL, UniversityKFC Yum! Center Louisville et al, KY-IN 2010 22,000 75 2,854 UniversityBOK Center Tulsa, OK 2008 19,199 38 682 WNBA, ECHLCenturyLink Center Omaha Omaha-Council Bluffs, NE-IA 2003 18,000 32 1,223 UniversityColonial Life Arena Columbia, SC 2002 18,000 45 300 UniversityGreensboro Coliseum Greensboro-High Point, NC 1959/1990/2016 23,500 24 TBD UniversityTacoma Dome Seattle-Tacoma-Bellevue, WA 1983 23,000 TBD TBD NAVerizon Arena Little Rock et al, AR 1999 18,000 32 0 NAIntrust Bank Arena Wichita, KS 2010 15,000 22 150 CHL, CIFWells Fargo Arena Des Moines-West Des Moines, IA 2005 16,110 36 630 D-League, AHL, IFLPinnacle Bank Arena Lincoln, NE 2013 16,000 36 832 University(1) IZOD Center is expected to close in 2015.Source: Resource Guide Live, Industry Research.

Page 290

Comparable Arena Market Demographics – CBSA Population and Households

BB&T Center’s Market is the 4th Largest in Terms of Population and Households and is Expected to

Grow Faster than the Comparable Market Average

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

2015 Population

(000s) Rank

2020 Population

(000s) Rank

Est. % Growth

2015-2020 Rank

2015 Households

(000s) Rank

2020 Households

(000s) Rank

Est. % Growth

2015-2020 RankIZOD Center 20,114.5 1 20,652.1 1 2.67% 16 7,372.9 1 7,585.9 1 2.89% 16The Forum 13,296.9 2 13,824.5 2 3.97% 13 4,391.2 2 4,573.1 2 4.14% 13Allstate Arena 9,570.1 3 9,679.8 3 1.15% 19 3,541.3 3 3,599.7 3 1.65% 19BB&T Center 5,926.2 4 6,303.8 4 6.37% 1 2,226.1 4 2,367.6 4 6.35% 3Gwinnett Center 5,629.7 5 5,962.7 5 5.91% 5 2,077.0 5 2,205.2 5 6.17% 4KeyArena 3,663.0 6 3,888.8 6 6.16% 2 1,448.4 6 1,540.6 6 6.37% 1Tacoma Dome 3,663.0 6 3,888.8 6 6.16% 2 1,448.4 6 1,540.6 6 6.37% 1U.S. Bank Arena 2,148.1 8 2,181.2 8 1.54% 18 840.4 8 854.8 8 1.72% 18Sprint Center 2,076.3 9 2,139.5 9 3.04% 15 817.1 9 843.4 9 3.21% 15Jacksonville Veterans Memorial Arena 1,417.1 10 1,495.5 10 5.53% 6 554.5 10 586.7 10 5.80% 6KFC Yum! Center 1,275.8 11 1,315.7 11 3.13% 14 514.1 11 531.4 11 3.36% 14BOK Center 973.7 12 1,014.6 12 4.20% 10 381.3 12 397.5 12 4.26% 11CenturyLink Center Omaha 909.0 13 950.9 13 4.62% 9 352.1 13 369.1 13 4.83% 9Colonial Life Arena 806.6 14 849.4 14 5.31% 7 311.6 14 329.4 14 5.73% 7Greensboro Coliseum 748.8 15 779.6 15 4.11% 12 301.6 15 314.6 15 4.32% 10Verizon Arena 734.7 16 765.4 16 4.18% 11 293.7 16 306.2 16 4.24% 12Intrust Bank Arena 640.3 17 651.9 17 1.81% 17 247.3 17 252.0 18 1.89% 17Wells Fargo Arena 614.2 18 651.2 18 6.02% 4 240.4 18 255.0 17 6.05% 5Pinnacle Bank Arena 319.7 19 336.5 19 5.25% 8 126.9 19 133.9 19 5.52% 8

Average (Ex. BB&T Center) 3,811.2 3,946.0 4.15% 1,403.3 1,456.6 4.36%Sources: Claritas 2015.

Page 291

Comparable Arena Market Demographics – CBSA Income

BB&T Center’s Market has Low Income Levels and an Above Average Number of High Income

Households

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

Average Household

Income Rank

Median Household

Income Rank

HHs w/ Income

$100,000+ (000s) Rank

IZOD Center $95,428 1 $66,610 3 2,430.8 1KeyArena $89,931 2 $68,280 1 457.8 5Tacoma Dome $89,931 2 $68,280 1 457.8 5The Forum $83,342 4 $58,860 6 1,199.2 2Allstate Arena $83,133 5 $61,244 5 976.7 3Wells Fargo Arena $77,800 6 $61,901 4 60.9 14Gwinnett Center $76,940 7 $55,755 9 496.1 4CenturyLink Center Omaha $74,728 8 $58,352 7 83.1 12Sprint Center $73,853 9 $56,762 8 188.4 9U.S. Bank Arena $73,277 10 $55,192 10 192.8 8Pinnacle Bank Arena $71,803 11 $54,256 11 27.2 19BB&T Center $69,302 12 $47,423 18 447.3 7KFC Yum! Center $68,075 13 $50,632 12 101.5 11Jacksonville Veterans Memorial Arena $67,330 14 $49,738 14 106.3 10BOK Center $65,854 15 $48,778 17 68.9 13Verizon Arena $65,701 16 $49,863 13 55.7 16Colonial Life Arena $65,093 17 $49,380 15 58.1 15Intrust Bank Arena $63,821 18 $49,124 16 42.6 17Greensboro Coliseum $57,803 19 $42,745 19 42.2 18

Average (Ex. BB&T Center) $74,658 $55,875 391.5Sources: Claritas 2015.

Page 292

Comparable Arena Market Demographics – CBSA Age

BB&T Center’s Market has the Oldest Population of the Comparable Markets

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

ArenaAverage

Age RankMedian

Age RankPinnacle Bank Arena 36.6 1 33.8 1Gwinnett Center 36.6 1 36.1 5CenturyLink Center Omaha 36.8 3 35.4 2Wells Fargo Arena 37.1 4 36.0 4Intrust Bank Arena 37.2 5 35.6 3The Forum 37.5 6 36.3 6Allstate Arena 37.8 7 36.9 9Verizon Arena 37.9 8 36.7 7Colonial Life Arena 37.9 8 36.7 7Sprint Center 38.0 10 37.4 11BOK Center 38.1 11 37.1 10Tacoma Dome 38.4 12 37.8 12KeyArena 38.4 12 37.8 12U.S. Bank Arena 38.4 12 37.9 14Jacksonville Veterans Memorial Arena 38.8 15 38.4 15IZOD Center 39.1 16 38.4 15Greensboro Coliseum 39.1 16 38.6 17KFC Yum! Center 39.2 18 39.0 18BB&T Center 40.8 19 40.7 19

Average (Ex. BB&T Center) 37.9 37.0Sources: Claritas 2015.

Page 293

Comparable Arena Market Demographics – CBSA Unemployment

BB&T Center’s Market has a High Unemployment Rate as Compared to the Market Average

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

ArenaUnemployment

Rate RankPinnacle Bank Arena 2.5% 1CenturyLink Center Omaha 3.2% 2Wells Fargo Arena 3.9% 3Intrust Bank Arena 3.9% 3BOK Center 4.0% 5U.S. Bank Arena 4.1% 6KeyArena 4.8% 7Tacoma Dome 4.8% 7KFC Yum! Center 4.8% 7Verizon Arena 5.0% 10Sprint Center 5.0% 10Jacksonville Veterans Memorial Arena 5.1% 12Greensboro Coliseum 5.3% 13IZOD Center 5.6% 14Allstate Arena 5.6% 14BB&T Center 5.6% 14Colonial Life Arena 5.7% 17Gwinnett Center 6.4% 18The Forum 6.7% 19

Average (Ex. BB&T Center) 4.8%Sources: BLS 2015.

Page 294

Comparable Arena Market Demographics – CBSA Economy Size (GDP)

BB&T Center’s Market is Above Average in Terms of GDP

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

Economy Size (GDP-

Billions) RankIZOD Center $1,471.2 1The Forum $826.8 2Allstate Arena $590.2 3Gwinnett Center $307.2 4KeyArena $285.0 5Tacoma Dome $285.0 5BB&T Center $281.1 7U.S. Bank Arena $119.1 8Sprint Center $117.3 9KFC Yum! Center $64.6 10Jacksonville Veterans Memorial Arena $62.1 11BOK Center $55.0 12CenturyLink Center Omaha $54.8 13Wells Fargo Arena $42.7 14Verizon Arena $40.9 15Greensboro Coliseum $38.0 16Colonial Life Arena $35.4 17Intrust Bank Arena $31.5 18Pinnacle Bank Arena $16.6 19

Average (Ex. BB&T Center) $246.9Source: U.S. BEA.

Page 295

Comparable Arena Market Demographics – CBSA Media Market

BB&T Center’s Market is Above Average in Terms of Radio Population but Below Average in Terms

of TV Population

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

TV Population

(000s) Rank

Radio Population

(000s) RankIZOD Center 19,995.0 1 16,157.5 1The Forum 17,054.0 2 11,271.3 2Allstate Arena 9,474.0 3 7,939.5 3Gwinnett Center 6,032.0 4 4,549.7 4KeyArena 4,656.0 5 3,638.0 6Tacoma Dome 4,656.0 5 3,638.0 6BB&T Center 3,842.0 7 3,906.2 5Sprint Center 2,308.0 8 1,687.0 9U.S. Bank Arena 2,189.0 9 1,795.3 8Greensboro Coliseum 1,777.0 10 1,249.1 10KFC Yum! Center 1,619.0 11 1,022.8 12Jacksonville Veterans Memorial Arena 1,608.0 12 1,203.9 11Verizon Arena 1,359.0 13 593.1 16BOK Center 1,280.0 14 799.6 13Intrust Bank Arena 1,117.0 15 500.7 18CenturyLink Center Omaha 996.0 16 684.8 15Wells Fargo Arena 986.0 17 696.4 14Colonial Life Arena 973.0 18 582.8 17Pinnacle Bank Arena 664.0 19 254.0 19

Average (Ex. BB&T Center) 4,374.6 3,236.9Sources: Arbitron 2014, BBM 2014, TV Basics 2014.

Page 296

Comparable Arena Market Demographics – CBSA Corporate Base

BB&T Center’s Market has a Large Corporate Base

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

Companies w/ $20mm

Sales Rank

Companies w/ 500+

Employees RankIZOD Center 7,715 1 1,448 1The Forum 4,505 2 860 2Allstate Arena 3,828 3 770 3Gwinnett Center 1,798 4 378 4BB&T Center 1,638 5 304 5KeyArena 1,120 6 266 6Tacoma Dome 1,120 6 266 6U.S. Bank Arena 825 8 151 9Sprint Center 814 9 153 8KFC Yum! Center 490 10 97 10Jacksonville Veterans Memorial Arena 396 11 85 12CenturyLink Center Omaha 384 12 96 11BOK Center 366 13 72 13Wells Fargo Arena 284 14 51 17Greensboro Coliseum 263 15 63 14Verizon Arena 224 16 61 15Intrust Bank Arena 209 17 39 18Colonial Life Arena 189 18 57 16Pinnacle Bank Arena 109 19 30 19

Average (Ex. BB&T Center) 1,369 275Source: Hoovers 2015.

Page 297

Comparable Arena Market Demographics – 30 Mile Ring Population and Households

BB&T Center’s Market is the 4th Largest in Terms of Population and Households and is Expected to

Grow Faster than the Comparable Market Average

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

2015 Population

(000s) Rank

2020 Population

(000s) Rank

Est. % Growth

2015-2020 Rank

2015 Households

(000s) Rank

2020 Households

(000s) Rank

Est. % Growth

2015-2020 RankIZOD Center 15,341.7 1 15,814.9 1 3.08% 16 5,682.0 1 5,869.5 1 3.30% 16The Forum 10,688.6 2 11,074.3 2 3.61% 13 3,529.7 2 3,665.0 2 3.83% 13Allstate Arena 7,366.9 3 7,457.3 3 1.23% 19 2,739.7 3 2,790.2 3 1.84% 18BB&T Center 4,149.9 4 4,405.6 4 6.16% 2 1,594.7 4 1,694.0 4 6.22% 3Gwinnett Center 3,813.9 5 4,060.2 5 6.46% 1 1,428.1 5 1,525.6 5 6.83% 1KeyArena 3,263.1 6 3,457.9 6 5.97% 3 1,313.4 6 1,395.2 6 6.23% 2Tacoma Dome 2,642.8 7 2,798.5 7 5.89% 5 1,049.8 7 1,114.3 7 6.14% 4U.S. Bank Arena 1,962.1 8 1,995.3 8 1.69% 18 772.4 8 786.6 8 1.84% 18Sprint Center 1,919.4 9 1,983.8 9 3.36% 14 755.8 9 782.1 9 3.48% 15Greensboro Coliseum 1,300.9 10 1,352.8 11 3.98% 12 522.3 10 544.0 10 4.16% 12Jacksonville Veterans Memorial Arena 1,291.5 11 1,361.5 10 5.42% 7 502.8 11 531.0 11 5.62% 7KFC Yum! Center 1,242.5 12 1,283.6 12 3.31% 15 499.4 12 517.0 12 3.51% 14CenturyLink Center Omaha 881.0 13 923.0 13 4.77% 9 340.9 14 357.9 14 4.98% 9BOK Center 878.5 14 919.7 14 4.69% 10 344.1 13 360.2 13 4.70% 10Colonial Life Arena 769.3 15 811.6 15 5.49% 6 296.6 15 314.2 15 5.92% 6Verizon Arena 690.2 16 718.6 16 4.11% 11 275.8 16 287.3 16 4.17% 11Wells Fargo Arena 667.6 17 707.2 17 5.94% 4 259.1 17 274.8 17 6.04% 5Intrust Bank Arena 623.6 18 635.5 18 1.90% 17 240.7 18 245.4 18 1.94% 17Pinnacle Bank Arena 360.0 19 377.7 19 4.93% 8 142.1 19 149.5 19 5.18% 8

Average (Ex. BB&T Center) 3,094.6 3,207.4 4.21% 1,149.7 1,195.0 4.43%Sources: Claritas 2015.

Page 298

Comparable Arena Market Demographics – 30 Mile Ring Income

BB&T Center’s Market has Low Income Levels and an Average Number of High Income Households

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

Average Household

Income Rank

Median Household

Income Rank

HHs w/ Income

$100,000+ (000s) Rank

IZOD Center $91,694 1 $61,954 3 1,738.3 1KeyArena $91,626 2 $68,848 1 425.7 4Allstate Arena $85,856 3 $61,569 4 781.3 3Tacoma Dome $82,913 4 $63,370 2 290.1 7Gwinnett Center $81,729 5 $57,643 7 373.4 5The Forum $78,438 6 $54,943 10 876.5 2Wells Fargo Arena $76,618 7 $60,896 5 64.2 15CenturyLink Center Omaha $74,832 8 $58,321 6 80.6 12Sprint Center $74,690 9 $57,205 8 177.8 8U.S. Bank Arena $73,339 10 $55,159 9 177.6 9Pinnacle Bank Arena $71,892 11 $54,863 11 30.6 19KFC Yum! Center $68,348 12 $50,811 12 99.4 10Jacksonville Veterans Memorial Arena $68,042 13 $50,327 13 99.1 11BOK Center $67,575 14 $49,941 15 65.1 14BB&T Center $66,905 15 $45,816 18 303.2 6Verizon Arena $66,020 16 $49,719 16 53.0 17Colonial Life Arena $65,783 17 $50,061 14 56.3 16Intrust Bank Arena $63,773 18 $48,974 17 41.5 18Greensboro Coliseum $58,542 19 $42,699 19 74.6 13

Average (Ex. BB&T Center) $74,540 $55,406 305.8Sources: Claritas 2015.

Page 299

Comparable Arena Market Demographics – 30 Mile Ring Age

BB&T Center’s Market has the Oldest Population of the Comparable Markets

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

ArenaAverage

Age RankMedian

Age RankGwinnett Center 36.4 1 35.9 5CenturyLink Center Omaha 36.7 2 35.2 3Wells Fargo Arena 36.7 2 35.0 2Pinnacle Bank Arena 36.9 4 34.3 1Intrust Bank Arena 37.1 5 35.4 4The Forum 37.5 6 36.2 6Verizon Arena 37.6 7 36.2 6Allstate Arena 37.7 8 36.7 9Sprint Center 37.8 9 37.1 11Colonial Life Arena 37.8 9 36.4 8BOK Center 37.9 11 36.8 10Jacksonville Veterans Memorial Arena 38.4 12 37.8 14U.S. Bank Arena 38.4 12 37.9 15Tacoma Dome 38.5 14 37.7 13IZOD Center 38.7 15 37.6 12KeyArena 38.8 16 38.4 16KFC Yum! Center 39.0 17 38.7 18Greensboro Coliseum 39.0 17 38.4 16BB&T Center 41.4 19 41.4 19

Average (Ex. BB&T Center) 37.8 36.8Sources: Claritas 2015.

Page 300

Comparable Arena Market Demographics – 30 Mile Ring Corporate Base

BB&T Center’s Market has a Large Corporate Base

APPENDIX B: COMPARABLE ARENAS – DEMOGRAPHICS

Arena

Companies w/ $20mm

Sales Rank

Companies w/ 500+

Employees RankIZOD Center 6,732 1 1,268 1The Forum 4,032 2 764 2Allstate Arena 3,529 3 696 3Gwinnett Center 1,701 4 343 4BB&T Center 1,318 5 248 6KeyArena 1,083 6 252 5Tacoma Dome 968 7 243 7U.S. Bank Arena 808 8 150 10Sprint Center 797 9 151 9KFC Yum! Center 493 10 98 13Greensboro Coliseum 434 11 104 11CenturyLink Center Omaha 382 12 99 12Jacksonville Veterans Memorial Arena 379 13 85 14BOK Center 363 14 70 15Pinnacle Bank Arena 360 15 207 8Wells Fargo Arena 301 16 56 17Verizon Arena 220 17 61 16Intrust Bank Arena 206 18 40 19Colonial Life Arena 186 19 56 17

Average (Ex. BB&T Center) 1,276 264Source: Hoovers 2015.

APPENDIX C: FINANCIAL ANALYSIS – 15

YEAR ESTIMATE

Page 302

Cash Flow Summary – Base Case

Although Assumptions Appear Reasonable Based on Current and Anticipated Market Conditions, Actual Results Depend on Actions of Arena Ownership, Management, Tenants/Users, and Other Factors Both Internal and External to Project, which Frequently Vary

It is Important to Note that Because Events and Circumstances May Not Occur as Expected, there May be Significant Differences Between Actual Results and those Estimated in this Analysis, and those Differences May Be Material

APPENDIX C: FINANCIAL ANALYSIS – 15 YEAR ESTIMATE

ARENA SUMMARY($ in 000s)

Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Number of Events 86 86 86 86 86 86 86 86 86 86 86 86 86 86 86Annual Paid Attendance (000s) 531 531 531 531 531 531 531 531 531 531 531 531 531 531 531

OPERATING REVENUES (Net)Total Rental Revenue $1,576 $1,639 $1,704 $1,772 $1,843 $1,916 $1,993 $2,072 $2,155 $2,241 $2,330 $2,423 $2,520 $2,621 $2,725Premium Seating Revenue $1,216 $1,257 $1,300 $1,345 $1,391 $1,439 $1,488 $1,539 $1,592 $1,647 $1,704 $1,763 $1,823 $1,886 $1,951Advertising 1,275 1,320 1,366 1,414 1,463 1,514 1,567 1,622 1,679 1,738 1,799 1,861 1,927 1,994 2,064Naming Rights 510 530 552 574 597 620 645 671 698 726 755 785 817 849 883Concessions 1,993 2,052 2,114 2,177 2,243 2,310 2,379 2,451 2,524 2,600 2,678 2,758 2,841 2,926 3,014Novelties 19 20 21 21 22 23 23 24 25 25 26 27 28 29 29Parking 1,597 1,645 1,694 1,745 1,797 1,851 1,907 1,964 2,023 2,083 2,146 2,210 2,277 2,345 2,415Other (Facility Fee/Rebate/Etc.) 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768 1,768

TOTAL REVENUES $9,954 $10,231 $10,519 $10,816 $11,124 $11,442 $11,771 $12,112 $12,464 $12,829 $13,206 $13,596 $14,000 $14,418 $14,851

OPERATING EXPENSESArena Operating Expenses

Staffing $2,834 $2,919 $3,007 $3,097 $3,190 $3,285 $3,384 $3,485 $3,590 $3,698 $3,809 $3,923 $4,041 $4,162 $4,287General and Administrative 3,265 3,363 3,464 3,568 3,675 3,785 3,899 4,016 4,136 4,260 4,388 4,520 4,655 4,795 4,939Utilities 1,800 1,854 1,910 1,967 2,026 2,087 2,149 2,214 2,280 2,349 2,419 2,492 2,566 2,643 2,723Management Fee 200 206 212 219 225 232 239 246 253 261 269 277 285 294 303Non-Recoverable Event Related Expenses 500 515 530 546 562 579 596 614 632 651 671 691 712 733 755

TOTAL EXPENSES $8,599 $8,857 $9,122 $9,396 $9,677 $9,968 $10,267 $10,575 $10,892 $11,218 $11,555 $11,902 $12,259 $12,627 $13,005

NET CASH FLOW $1,355 $1,374 $1,396 $1,420 $1,446 $1,474 $1,504 $1,537 $1,572 $1,610 $1,651 $1,694 $1,741 $1,792 $1,845

LIMITING CONDITIONS AND

ASSUMPTIONS

Page 304

This analysis is subject to our contractual terms, as well as the following limiting conditions and assumptions: The analysis has been prepared for internal decision making purposes of the Client only and shall not be used for any other purposes

without the prior written permission of Barrett Sports Group, LLC. The analysis includes findings and recommendations; however, all decisions in connection with the implementation of such findings

and recommendations shall be Client’s responsibility. Ownership and management of the stadium are assumed to be in competent and responsible hands. Ownership and management can

materially impact the findings of this analysis. Any estimates of historical or future prices, revenues, rents, expenses, occupancy, net operating income, mortgage debt service, capital

outlays, cash flows, inflation, capitalization rates, yield rates or interest rates are intended solely for analytical purposes and are not to be construed as predictions of the analysts. They represent only the judgment of the authors based on information provided by operators and owners active in the market place, and their accuracy is in no way guaranteed.

Our work has been based in part on review and analysis of information provided by unrelated sources which are believed accurate, but cannot be assured to be accurate. No audit or other verification has been completed.

Current and anticipated market conditions are influenced by a large number of external factors. We have not knowingly withheld any pertinent facts, but we do not guarantee that we have knowledge of all factors which might influence the operating potential of the facility. Due to rapid changes in the external factors, the actual results may vary significantly from estimates presented in this report.

The analysts reserve the right to make such adjustments to the analyses, opinions, and conclusions set forth in this report as may be required by consideration of additional data or more reliable data which may become available.

The analysis is intended to be read and used as a whole and not in parts. Separation of any section or page from the main body of the report is expressly forbidden and invalidates the analysis.

Possession of the analysis does not carry with it the right of publication. It shall be used for its intended purpose only and by the parties to whom it is addressed. Other parties should not rely on the findings of this report for any purpose and should perform their own due diligence.

Our performance of the tasks completed does not constitute an opinion of value or appraisal, or a projection of financial performance or audit of the facility in accordance with generally accepted audit standards. Estimates of value (ranges) have been prepared to illustrate current and possible future market conditions.

The analysis shall not be used in any matters pertaining to any financing, or real estate or other securities offering, registration, or exemption with any state or with the federal Securities and Exchange Commission.

No liability is assumed for matters which are legal or environmental in nature.

LIMITING CONDITIONS AND ASSUMPTIONS