Consulting & Development
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Senior lendering Platform
Cooperative
We originate and execute financial strategies to enrich our clients and develop there business interests.
We are working with an asset management advisory and securities firm that can provide private, four-year, senior lending to real estate / commercial / infrastructure / M&A to projects, globally. Interest rates are based on 1- Year US Libor + 2.00% and loans in domestic currency are available. Project Owners with sufficient cash equity and projects that are ready for development or acquisition are encouraged to consider the attached information.
Summary
Financing Overview
Senior Lending provided from a UK-registered Asset Management Company and Fiduciary Company with AUM in excess of USD 5Bn
Loan is issued and repaid in primary currencies of USD, GBP, or EUR;
Local currency lending can be arranged;
A local currency loan will repay the loan value and the interest in the local currency.
Lending is provided on the basis of 20% cash equity required against total Loan value requested;
Thus c.80% of total project value provided to Project Account and dispersed First-In-First-Out.
20% of total project Loan value contributed as cash (no land or other assets) and charged to the project as Project Equity by fiduciary, security or deposit, to trigger the Loan;
Equity is drawn to the project as the final c.20% installment
No less than USD 25Mn in Senior Loan (thus a Loan of 25Mn and an Equity of 5Mn);
Preference is for projects in excess of USD 100Mn of Senior Loan requirement; ; max loan is USD 1Bn
For USD/GBP/EUR: Sum of 1-Year US Libor + 2.00% revisited every year. (Sept.’19 1-Year US
Libor is currently at 1.948%, thus the current interest rate would be 3.948%);
Once approved (and Project Equity is evidenced) the Project Loan is fully funded to the Project Fiduciary account. The Project Owner draws down the required Loan funds in progress payments and at no more than 20% per month. Interest is paid on the sum of drawn funds only.
Charged quarterly only on total value of funds drawn to the Project (unused funds are not charged); e.g. if USD 100Mn loan is approved and the Borrower draws USD 10Mn in the first year, the interest charge is
only on the USD 10Mn drawn;
Interest cannot be capitalized to Principal and must be budgeted for and paid on time
Up to four (4) years with bullet repayment, early repayment optional after year 1;
Longer-term projects should request an option to extend a term of eight (8) years at time of application
Twenty Percent (20%) of total Loan Value per Draw on the basis of 20% Project Equity contribution;
Where greater than 20% of Cash Equity is charged to the Project Equity Account, each Draw can be maximized to the equivalent value (e.g. 30% Cash Equity would permit 30% Loan Draws)
According to the Budget as agreed between Owner and Lender
No more than once per month (Draws or budget items needing in excess of 20% would need to be accrued over two or more months and then drawn and paid)
Borrower must have minimum 20% of Equity in Cash. Equity must be charged to a Project Equity Account. An insurance bond will be issued over the Collateral;
Order of preference for Equity charge:
a)Fiduciary account (e.g.: UK Asset Management Account, or fiduciary in Borrower’s location);
b) Deposited to major international bank (HSBC
preferred) and then an SBLC issued as a
charge; or c) Deposited to Brinks
Real Estate Development/Project Finance/Infrastructure/M&A Finance are all deemed suitable borrowing sectors.
Fiduciary account can, in most cases, be established in the country of the project, typically using an international law firm escrow service or registered fiduciary agency;
Fiduciary agency is appointed by the Lender
The Project Equity Account will be credited with the full value of the Project Equity after the Terms and Conditions are agreed;
Thereafter the full value of the Loan funds will be credited to the Project’s Fiduciary Account;
The Borrower will then draw the requisite and budgeted first draw down from the Fiduciary Account;
Interest charges accrue against the value of each Draw from the Fiduciary Account to the Project;
Equity will be drawn into the project as a final installment.
Borrower to give assignment charge over shares of the Borrower Company and/or Project Company, including charge over title deed of any land purchased;
Charge of Equity in favor of the project and callable as the final installment;
Project Assets must belong to the Project Company.
By example, if funds are used to purchase capital equipment, plant, real estate, IP, or other such assets, these assets must belong to the Balance Sheet of the Project Company as Borrower
Any time after the first year;
If the project is completed ahead of schedule, refinancing is available at competitive rates and a 25- year amortization and term length;
Real Estate Development/ProjectFinance/Infrastructure/M&A Finance are all deemed suitable borrowing sectors.
Euro 1,500 Filing fee on application (paid to Lender’s Fiduciary to register the filing and related documents);
USD 15,000 Due Diligence fee paid at application (paid to Legal firm on filing the Due Diligence Package);
Euro 15,000 Legal Fee on execution of the Term Sheet (paid to Asset Management firm for completion of Loan issuance)
Nine percent (9%) in arranging fees are charged by the Lender to the Principal Loan Amount at Closing (no advance closing fees). These fees are charged by Lender/Arranger/Services Providers on issuance of the Loan;
By example, a loan of 100Mn would have 9Mn of fees applied to the Principal at time of issuance, thus the total repayment (assuming full draw of the Loan) would be 109Mn in year 4;
No commissions are included in the Arrangement Fee;
Commission/ Project Owner agency fee to be agreed between Borrower and Holdings as Borrower’s representative
Borrower is responsible for its taxes
Where a Borrower is taking a currency other than USD, GBP. or EUR, the Lender manages currency rate hedging in its back office;
Borrowers who borrow in a local currency are not required to hedge or repay in another currency
Euro 1,500 Filing fee on application (paid to Lender’s Fiduciary to register the filing and related documents);
USD 15,000 Due Diligence fee paid at application (paid to Legal firm on filing the Due Diligence Package);
Euro 15,000 Legal Fee on execution of the Term Sheet (paid to Asset Management firm for completion of Loan issuance)
Private, four-year, senior lending to real estate / commercial / infrastructure / M&A projects is available to approved projects, globally (with the exception of OFAC-list sanctioned countries). The Project Owner, as Borrower, must evidence 20% of Loan Value cash as Project Equity and pass due diligence on project control/readiness prior to the Loan being approved and funded to the project fiduciary account. Loans in domestic currency are available.
1. Project Summary
2. Project DD Submission
• Project Owner Issues the executive
Summary:
• Letter of interest and acknowletgment
of the general therms and conditions for
Lender`s preliminary approval.
• Advisors confrim initial acceptance of
the project.
• Project Owner
prepares a completedue diligence
portfolio;
• Project DD portfolio is submittedto
Lender’s legal team.
• Filing and Due Diligence fees are paid
3. Project Review
4. Project Approval
• Lender
conducts due diligence and
confirmation activities, including
follow on clarifications;
• Call is arranged between Lender and
Borrower
5. Project Equity Charge
• Lander grants
conditional Loan Approval by way of
a TermSheet.
• Term Sheet is endorsed and Legal Fees
are Paid.
• Lender completes due diligence
including site visits.
• Conditions precedent are satisfied.
6. Loan Account Funded
Project equty is charged to a Fiduciary Or other agreed account
and evidenced to Lender
Loan Agreement is completed
Lending Fiduciary account is
established
7. Loan Drawdown
Lender pay the full loan valueto the project Fiduciary Account
Fiduciary confirms the Loan account
Is fully funded
and ready for draw down •Arrangement Fees and Commissions are paid
8. Interest and Repayment
Project Owner files for first drawdown Subsequent draw downs are requested in line with
Filing the project accounts and pursuant to the budget
Quarterly interest payments are paidagainst total of Loan drawn
Loan repayment capitalis accrued from Revenues •Loan is repaid in full at end of 4th year
For mining and infrastructure projects, the following guideline is provided. In addition to this list, prospective Borrowers should consult the due diligence list cited in the Indicative DD – Real Estate slides and supply the corporate, financial, and operational materials requested:
A comprehensive dossier of the project to include: project summary, proforma budget, analysis, geological reports, environmental studies, copies of licenses or authorities from regional/federal government, site plans, construction schematic plans, and schedules, copies of offtake agreements, wind studies if applicable, schedule of EPC and contractors list to be used plus their biography, photogrammetrical layout of the project if done, etc.;
This dossier should be robust and detailed. This dossier must be indexed and organized;
It is very important to put together this submission document with professional inputs (e.g. provision of reporting from third party agencies / valuators / assayers / etc..)
The dossier will be reviewed by the Lender and sector experts. Due
diligence will take up to 4 weeks or longer subject to back-office workload;
Once completed, a call with the CEO of the Loan issuing firm and possible executive management will be held with the project developer to clarify issues and answer questions
If Project Review passes, a term sheet will be issued
Underwriting process begins upon execution of the term sheet which will include extensive DD and site visits;
This process can be 2 to 5 months subject to the complexity of the project (time line is estimated)
The final legal definitive agreement is issued
Funds disburse to Project Fiduciary Account
For real estate projects the following general information will be required in the initial due diligence submission. The assumption is that the Applicant will have an Executive Summary prepared, including note on the Principals, Company Incorporation, Shareholders, etc..
Resume on the Company (A brief description of the company's business, history, past projects completed, etc.);
Name of all shareholders address, percent of ownership, net worth statements (for private lenders); * Last 3 years of financial Statements of the Borrower
Property Overview;
Purchase details of land and project/building(s) (if the project/building(s) is/are being acquired); * Existing Financing details arranged by the Borrower, or currently on the land/building(s);
Aplication an Due Diligence
Project Preiview
Term Sheet issurance
Underwriting and Final Due Diligence
Funds Inssurance
Loan Agreement
Corporated Infromation
Financial Information
For an acquisition:
Name of mortgagee/mortgagor, amount, maturity date, payments, privileges, special clauses; a copy of statement would be best;
Summary of leases, name(s)/history of the tenants, square feet per tenant, rental rate (indicated whether gross or net), date leased commenced, date leases mature and details or renewal options, list all vacant space; all actual leases, offers to lease, and letters of intent;
Prior year’s operating statement for property if it was operating;
Proforma Statement of Income and expenses for the following year including gross/net income, less vacancy percent, operating expenses, property taxes, insurance, etc. so as to indicate NOI and allow Lender to calculate income for debt servicing, with copies of any agreed tenancy or lease agreements.
• Appraisal;
• Survey If applicable;
• Environmental Audit;
• Structural Engineers Report;
• Additional documents needed if construction is planned;
• Site plan;
• Building plans;
•. Building permits;
• Copy of Buyer’s offer to purchase site;
• Breakdown of construction costs in detail (hard and soft/Bill of
quantities)
• Construction contracts (where pre-negotiated);
• Cash flow and construction schedule, when construction will
commence;
• Dates and amounts of advances required;
• Estimated completion date;
• Resume of builder(s);
• List of builders recent projects and their values;
• Marketing plan and brochures;
• Projected sale prices and rental rates and comparable projects;
• Copies of offers for any presales;
• Offer to lease for any pre-listing ;
• Additional information as requested throughout the due diligence
process;
Financial Information
Thied Party Infromation
Development Information
Sales Invome Review
• Senior lending of up to 80% of project value issued for a term of 4 years in USD, EUR, GBP.
• Interest rate currently at 4% per annum and subject to 1-Year US Libor rates.
• Borrowers may make application to borrow in their local currency or other currency and repay
in that local currency whilst paying the same interest rate of 4% per annum.
• Owner must have 20% of loan value in cash and this cash is reserved under charge in a
fiduciary agent or a bank and then paid in as the final 20% of the project.
• Interest is only charged on the value of funds used. If a project is approved for USD 100Mn
but only uses USD 20Mn in year one, the interest is only charged against USD 20Mn.
• Once drawn, the borrowed funds have an interest charge. They cannot be repaid until end
of the term of 4 years.
• Full repayment in one payment at end of year 4.
• Opportunity to refinance for long-term financing after year 4.
• Terms and conditions displayed are subject to change and are representative of the
current terms and conditions being offered by the Lender.
What is it ?
Source
Currency
Currency to Value Ratio
Equity Required
Maximun Loan Size
Interest Rate
Interest Charges
Term and Paymnet
Draw Downs
Drawdown Schedule
Drawdown Frequncy
Project Equity Account
Fiduciary Account
Fund Flow
Security
Refinance Mortgage
Progressiv Filing CO
Arangement Fees
Commissions
Taxes
Currency Hedging
Progressive Filling CO
