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Mezzanine Finance



Dominic Reilly
Director, Jones Lang LaSalle Finance
17 November 2011
Contents

 What is mezzanine finance?

 In what circumstances is mezzanine finance used?

 What motivates a financier to provide mezzanine?

 How is mezzanine finance priced?

 How is the financiers position secured?

 Typical providers

 Typical cash flow

 What is the prognosis/future for mezzanine finance?




                                                        2
What is Mezzanine Finance?




           Expensive         Cheap
             Debt      or    Equity




                                      3
What is Mezzanine Finance?

            100%

             80%     EQUITY      Total Return 15% - 25% p.a.



                                 Cost of Funds
             65%     MEZZANINE   plus 7.5% - 12.5% p.a.


  RISK                           RETURN

                                 Cost of Funds
                   SENIOR DEBT   plus 2.0% - 3.0% p.a.




                                                               4
In what circumstances is Mezzanine Finance used?




                            Where the owner wishes to          Where the use of
 Where the owner has
                            share risk with a financing   mezzanine will enhance the
insufficient funds/equity
                                      partner              return on invested equity




                                                                                       5
What motivates a Financier to provide Mezzanine?




          Enhanced                      Participation
                         Lower risk                       Backing a
         returns over                     in asset
                        than outright                   specialist real
          and above                     management
                         ownership                      estate owner
         Senior Debt                        gains




                                                                          6
How is it priced?




Arrangement         Interest payment
                                       Exit fees
    fees                or coupon




                                                   7
How is the financiers position secured?




    As debt would be secured                      As Equity

       i.e. Charges and Guarantees    i.e. Loan stock and preferred shares




                                                                               8
Typical providers

 Duet Private Equity Ltd
 Ekistics Property Advisors LLP
 Investec
 LaSalle Investment Management
 Longbow Real Estate Capital
 M & G Investments
 Maslow Capital
 Matrix
 Pacific Real Estate Capital Partners
 Pluto Capital
 Pramerica
 Queen Anne Street Capital
 QIB (Qatar Islamic Bank)
 RBS




                                         9
Typical Cash Flow
PURCHASE PRICE

                      Net Initial Rent  贈750,000 per annum
                    PURCHASE PRICE 贈10,000,000
                      Net Initial Yield    7.09%

FINANCING SUMMARY

            INDEPENDENT OPEN MARKET VALUE              贈10,000,000

                      SENIOR DEBT         贈6,000,000
                  Loan to Value Ratio           60.0%
             Income to Interest Cover            3.05 times

                     5 Year Swap Rate          1.85%
                                Margin         2.25%
                       Interest Charge         4.10%


               MEZZANINE FINANCE          贈2,000,000
                  Loan to Value Ratio           80.0%
             Income to Interest Cover            1.68 times

                      Arrangement Fee           3.0%          贈60,000
                     5 Year Swap Rate          1.85%
                                Margin         8.15%
                       Interest Charge        10.00%      per annum
                               Exit Fee        3.00%        贈60,000




                                                                        10
Typical Cash Flow
                                   Year
                                     Nov-11      Nov-12       Nov-13       Nov-14       Nov-15       Nov-16
                                        1          2            3            4            5                         Totals

         Rental Income
                   Rental Income     贈750,000    贈750,000     贈750,000     贈750,000     贈750,000                  贈3,750,000

                    Capital Value 贈10,000,000 贈10,000,000 贈10,000,000 贈10,000,000 贈10,000,000 贈10,000,000
                Investment Yield       7.09%       7.09%       7.09%       7.09%       7.09%

          SENIOR DEBT
Brought Forward                     贈6,000,000   贈5,940,000   贈5,880,000   贈5,820,000   贈5,760,000   贈5,700,000
Interest                             -贈246,000    -贈243,540    -贈241,080    -贈238,620    -贈236,160                (贈1,205,400)
Repayments                            -贈60,000     -贈60,000     -贈60,000     -贈60,000     -贈60,000                  (贈300,000)
Carried Forward                     贈5,940,000   贈5,880,000   贈5,820,000   贈5,760,000   贈5,700,000

        Income To Interest Cover          3.05         3.08         3.11         3.14         3.18
             Loan to Value Ratio        60.0%        59.4%        58.8%        58.2%        57.6%        57.0%

      MEZZANINE FINANCE
Brought Forward                     贈2,000,000   贈2,000,000   贈2,000,000   贈2,000,000   贈2,000,000   贈2,000,000
Interest Paid                        -贈200,000    -贈200,000    -贈200,000    -贈200,000    -贈200,000                (贈1,000,000)
Carried Forward                     贈2,000,000   贈2,000,000   贈2,000,000   贈2,000,000   贈2,000,000

        Income To Interest Cover          1.68         1.69         1.70         1.71         1.72
             Loan to Value Ratio        80.0%        79.4%        78.8%        78.2%        77.6%        77.0%

    MEZZANINE CASH FLOW
Mezzanine Invested                  -2,000,000
Interest                              贈200,000    贈200,000     贈200,000     贈200,000     贈200,000                 贈1,000,000
Fees                                    60,000                                                          60,000      贈120,000
Repay Mezzanine                                                                                      2,000,000            贈0
Cash Flow                           -1,740,000     200,000      200,000      200,000      200,000    2,060,000
Internal Rate of Return                 12.6%

Surplus Rent after Debt Service      贈244,000    贈246,460     贈248,920     贈251,380     贈253,840                  贈1,244,600




                                                                                                                                 11
What is the prognosis/future for mezzanine finance?

Growing appetite from greater number of providers


                          New entrants to the market gaining an exposure to the UK Real Estate Market


 Many are seeking to plug the gap between loans due for repayment and the amount
 available today by way of Senior Debt



 But
    An expensive source of finance only suited to some projects
    For some borrowers, there are few alternatives, therefore eroding their returns
    Current providers could extend their activities to providing senior debt thereby increasing the capital needed to
     repay an over-borrowed and over-lent market




                                                                                                                         12
Thank you




COPYRIGHT 息 JONES LANG LASALLE IP, INC. 2011

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Mezzanine Finance by Dominic Reilly (JLL)

  • 1. Mezzanine Finance Dominic Reilly Director, Jones Lang LaSalle Finance 17 November 2011
  • 2. Contents What is mezzanine finance? In what circumstances is mezzanine finance used? What motivates a financier to provide mezzanine? How is mezzanine finance priced? How is the financiers position secured? Typical providers Typical cash flow What is the prognosis/future for mezzanine finance? 2
  • 3. What is Mezzanine Finance? Expensive Cheap Debt or Equity 3
  • 4. What is Mezzanine Finance? 100% 80% EQUITY Total Return 15% - 25% p.a. Cost of Funds 65% MEZZANINE plus 7.5% - 12.5% p.a. RISK RETURN Cost of Funds SENIOR DEBT plus 2.0% - 3.0% p.a. 4
  • 5. In what circumstances is Mezzanine Finance used? Where the owner wishes to Where the use of Where the owner has share risk with a financing mezzanine will enhance the insufficient funds/equity partner return on invested equity 5
  • 6. What motivates a Financier to provide Mezzanine? Enhanced Participation Lower risk Backing a returns over in asset than outright specialist real and above management ownership estate owner Senior Debt gains 6
  • 7. How is it priced? Arrangement Interest payment Exit fees fees or coupon 7
  • 8. How is the financiers position secured? As debt would be secured As Equity i.e. Charges and Guarantees i.e. Loan stock and preferred shares 8
  • 9. Typical providers Duet Private Equity Ltd Ekistics Property Advisors LLP Investec LaSalle Investment Management Longbow Real Estate Capital M & G Investments Maslow Capital Matrix Pacific Real Estate Capital Partners Pluto Capital Pramerica Queen Anne Street Capital QIB (Qatar Islamic Bank) RBS 9
  • 10. Typical Cash Flow PURCHASE PRICE Net Initial Rent 贈750,000 per annum PURCHASE PRICE 贈10,000,000 Net Initial Yield 7.09% FINANCING SUMMARY INDEPENDENT OPEN MARKET VALUE 贈10,000,000 SENIOR DEBT 贈6,000,000 Loan to Value Ratio 60.0% Income to Interest Cover 3.05 times 5 Year Swap Rate 1.85% Margin 2.25% Interest Charge 4.10% MEZZANINE FINANCE 贈2,000,000 Loan to Value Ratio 80.0% Income to Interest Cover 1.68 times Arrangement Fee 3.0% 贈60,000 5 Year Swap Rate 1.85% Margin 8.15% Interest Charge 10.00% per annum Exit Fee 3.00% 贈60,000 10
  • 11. Typical Cash Flow Year Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 1 2 3 4 5 Totals Rental Income Rental Income 贈750,000 贈750,000 贈750,000 贈750,000 贈750,000 贈3,750,000 Capital Value 贈10,000,000 贈10,000,000 贈10,000,000 贈10,000,000 贈10,000,000 贈10,000,000 Investment Yield 7.09% 7.09% 7.09% 7.09% 7.09% SENIOR DEBT Brought Forward 贈6,000,000 贈5,940,000 贈5,880,000 贈5,820,000 贈5,760,000 贈5,700,000 Interest -贈246,000 -贈243,540 -贈241,080 -贈238,620 -贈236,160 (贈1,205,400) Repayments -贈60,000 -贈60,000 -贈60,000 -贈60,000 -贈60,000 (贈300,000) Carried Forward 贈5,940,000 贈5,880,000 贈5,820,000 贈5,760,000 贈5,700,000 Income To Interest Cover 3.05 3.08 3.11 3.14 3.18 Loan to Value Ratio 60.0% 59.4% 58.8% 58.2% 57.6% 57.0% MEZZANINE FINANCE Brought Forward 贈2,000,000 贈2,000,000 贈2,000,000 贈2,000,000 贈2,000,000 贈2,000,000 Interest Paid -贈200,000 -贈200,000 -贈200,000 -贈200,000 -贈200,000 (贈1,000,000) Carried Forward 贈2,000,000 贈2,000,000 贈2,000,000 贈2,000,000 贈2,000,000 Income To Interest Cover 1.68 1.69 1.70 1.71 1.72 Loan to Value Ratio 80.0% 79.4% 78.8% 78.2% 77.6% 77.0% MEZZANINE CASH FLOW Mezzanine Invested -2,000,000 Interest 贈200,000 贈200,000 贈200,000 贈200,000 贈200,000 贈1,000,000 Fees 60,000 60,000 贈120,000 Repay Mezzanine 2,000,000 贈0 Cash Flow -1,740,000 200,000 200,000 200,000 200,000 2,060,000 Internal Rate of Return 12.6% Surplus Rent after Debt Service 贈244,000 贈246,460 贈248,920 贈251,380 贈253,840 贈1,244,600 11
  • 12. What is the prognosis/future for mezzanine finance? Growing appetite from greater number of providers New entrants to the market gaining an exposure to the UK Real Estate Market Many are seeking to plug the gap between loans due for repayment and the amount available today by way of Senior Debt But An expensive source of finance only suited to some projects For some borrowers, there are few alternatives, therefore eroding their returns Current providers could extend their activities to providing senior debt thereby increasing the capital needed to repay an over-borrowed and over-lent market 12
  • 13. Thank you COPYRIGHT 息 JONES LANG LASALLE IP, INC. 2011