RealVest Canada Structure Presentation (For Equity Investment)
WAFRA Investment Advisory Group, Inc. Real Estate Division
All Deals Start The Same • Selected An Asset • Chose A Partner • Determined Equity Contributions • NOW HOW DO YOU STRUCTURE IT?
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How does RealVest buy the asset –Tax Efficiently? • Canada & Kuwait Treaty Allows For Portfolio Interest Deduction (Interest Income Is Tax Free) • How Is This Done? By loaning a portion of our equity capitalization to our partner.
Walking In The OP Shoes • • • • •
A Loan? Does The Loan Have Recourse? Subordination? By How Much? How Is The Rate Determined? If I’m Asked To Take A Risk What In It For Me?
Answers To OP Questions • A Loan? Yes. It must be an arms length transaction. • Does The Loan Have Recourse? No. • Subordination? By How Much? Minimum of 10% of the total equity dollars. If the equity partner has more then 10% of equity dollars then part of their equity could be structured as non-subordinated.
Answers To OP Questions - Continued • How Is The Rate Determined? By Balancing All The Partners Needs.
OP’s Needs
WAFRA’s Needs
• Receive Sufficient Cash Flow After Paying InterCompany Loan • Stay Motivated
• Receive Maximize Tax Protected Distributions • Keep OP Motivated
Answers To OP Questions - Continued If I’m Asked To Take A Risk What In It For Me? • Extraordinary Return Potential • Disproportionate Depreciation Allocation
The Structure ($13.3M Investment) PIFSS (Wafra) $12M (90%) Kuwait Corp. $2.4M (20%)
OP $1.3M (10%) Cayman Lending Co. $9.6M (80%) @ 8% Pref. Coupon $90
CanCo 1 $2.4M (18%) Less $90
Σ = $13.3M or 100%
= $13.3M or 100%
$10 CanCo 2
$100 (Nominal Capitalization)
CanCo 3 $10.9M (72%) Less $10
L. P.
L. P.
G. P.
Building X LP ($13.3M – 100%)
= $13.3M or 100%
Run The Numbers (ONLY For Discussion Purpose)
Example: • $13.3M Equity Investment • OP - 10% & Wafra - 90% Equity Investment • Term – 6 Years • Tranches 1. 2. 3. 4. 5.
Cumulative Preferred @ 10.0% 10/90 Pari Passu to 15.0% 15/85 to 20.0% 40/60 to 26.0% 50/50 over 30.0%
OP C-O-C Break-Even Point Formula & Example: (E*I*L+P)*R= ($13.3M*90%*80%+$0M)*8% = $0.76M E = Total Equity = $13.3M I = Investor Equity Percentage = 90% L = Inter-Company Loan Percentage = 80% P = Payment Shortfall = $0M R = Inter-Company Loan Rate = 10%