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PROVIDING CREDIT AND LIQUIDITY TO THE SMALL BALANCE ($1-10 MILLION) COMMERCIAL REAL ESTATE MARKET QUIRE CAPITAL REAL ESTATE FUND

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Page 1:  · Minimal competition in small balance market: ! Institutional investors overlook small balance market due to size ! Local / “retail” investors ill-equipped to navigate complex

P R O V I D I N G C R E D I T A N D L I Q U I D I T Y T O T H E S M A L L

B A L A N C E ($1-10 MILLION) C O M M E R C I A L R E A L E S TAT E M A R K E T

Q U I R E C A P I TA LR E A L E S TAT E F U N D

Page 2:  · Minimal competition in small balance market: ! Institutional investors overlook small balance market due to size ! Local / “retail” investors ill-equipped to navigate complex

§  Quire Capital Fund I (“Quire”) – invests in distressed small balance ($1mm-$10mm) commercial real estate; acquiring properties and loans at meaningful discounts to market value

§  Focus on acquiring assets facing a forced resolution to ensure entering assets at a reduced basis

§  Procuring properties that are 65%+ occupancy thus cash flowing at point of entry

§  Be precise in target acquisitions – small fund size can be deliberate in executing strategy

§  Investment opportunity exists due to poor underwrit ing standards for commercial mortgage backed securities, decreases in market value vs loan balance and borrower cash shortfalls

§  Current Investments and investments by Quire may be made with co-invest partners to diversify risk in certain cases

§  Minimal competition in small balance market: §  Institutional investors overlook small

balance market due to size §  Local / “retail” investors ill-equipped

to navigate complex acquisition process and lack of liquidity needed to transact

§  Bank (traditional) financing tightening with additional regulatory requirements

§  Supply trajectory increasing with forced resolutions of loans in maturity default or payment default

§  Fill void where limited amount of capital occupies

EXECUTIVE SUMMARY

O V E R V I E W O P P O R T U N I T Y

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§  From 2000 to 2007 there were $941 Billion in CMBS issuances with 2006 and 2007 totaling $433 billion

§  Since 2013 an additional $410 billion in CMBS originations has occurred; approximately 15% are small balance

§  As loans “fall out” of securitization due to payment or maturity defaults they must be liquidated (regulatory compliance)

§  Market attention is focused on originations, defaulted loans in the small balance space get less consideration

§  As a result, the industry has adopted an imperfect disposition process

§  Quire identifies sellers that are forced to transact due to legal/regulatory requirements or forced to transact as mandated by management (i.e. wind down of legacy fund)

§  Understanding the motives of each seller can provide an essential edge in pricing and acquiring an asset

Special Servicers/Legacy Funds: §  Responsible for liquidating small balance

assets via investment sales or auction processes

§  Special Servicers: Interests of special servicers can be misaligned with bond holders

§  Legacy Funds: May sell small balance assets below market value to wind down a large fund

§  Are consistent sellers on a monthly basis. Banks: §  Generally healthy but great product source

in economic downturn or increased regulatory environment

§  Maintain significant loan portfolios §  Increased standardization of loan sale terms

has created a deeper and more liquid opportunity set

SMALL BALANCE ASSET SELLERS

M A R K E T E X P L A I N E D

MARKET OPPORTUNITY

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§  Investments acquired through purchasing

network §  Broker Network - Debtx, Real Capital

Markets, Real Insite, Tenx §  Special Servicers – CIII, CW Capital,

LNR §  Individual Sellers – Funds, individuals

§  Properties are cash flow positive – leverage used to diversify risk

§  Exit Strategy is vetted at entry; likely buyer/exit is identified before acquisition

§  Return Profile §  50%+ of return is in current income –

lease payments or loan payments §  Less emphasis made on true value

add approach §  Expectation is to purchase assets at

conservative cap rate/debt yield

§  REO – Fee Simple Real Estate:

§  Acquire distressed, foreclosed real estate with cash flow. Hold property through investment thesis and exit at market value.

§  Commercial Loans: §  Purchase sub-performing and non-

performing debt secured by real estate on a conservative debt yield

§  Exit loan through DPO, refinance or foreclosure

§  Bridge Financing: §  Provide “White Knight” financing for

borrowers that cannot access traditional financing sources

INVESTMENT STRATEGY

O V E R V I E W I N V E S T M E N T S E G M E N T S

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FUND TERMS

Management Fee 1% Acquisition Fee, 2% Management Fee

Incentive Fee 10% Preferred Return; 30% Incentive Fee

Target Fund Size $8 million; $10 million cap

Fund Structure Traditional Private Equity Structure

Target Return 15% IRR net to investors

Fund Life 12-month invesment period; 4 year life

Distributions Current income and realized gains will be distributed on a quarterly basis

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RETURN EXAMPLE : R E - U P I N T H E F U N D O N Y E A R LY B A S I S

Year 1 2 3 4 5 6 7 8 9 10 111 (968) 142 703 505 2 (968) 142 703 505 3 (968) 142 703 505 4 (968) 142 703 505 5 (968) 142 703 505 6 (968) 142 703 505 7 (968) 142 703 505 8 (968) 142 703 505 9

10IRR 16.02% (968)$ (826)$ (123)$ 382$ 382$ 382$ 382$ 382$ 1,350$ 1,208$ 505$ Profit 2,551$

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C U R R E N T I N V E S T M E N T S I N E X I S T I N G F U N D

W O O D S I D E C A P I TA L PA R T N E R S F U N D I I N V E S T M E N T S -Investments made with co-investment partners -Manager of Woodside Capital Partners Fund I is a Manager of Quire Capital, LLC, the investment manager

Deal   Closing Date Performance Projected

Return Acquisition Price WCPFI Basis

Mitchell Plaza 4/28/2016 Performing 41.81% 2,050,000 550,000

1521 N Carpenter 5/9/2016 REO 36.00% 2,348,616 117,431

8226 Phillips Hwy 6/9/2016 REO 32.16% 5,483,354 274,168

Tamarack 9/8/2016 REO 53.80% 2,358,500 58,963

CRE Austin Met Center 9/15/2016 REO 48.56% 10,300,000 257,500

Ashford Oaks 3/10/2017 REO 18.21% 14,450,000 361,250

CRE North Grove 3/29/2017 REO 18.03% 9,800,000 245,000

Las Vegas 7/18/2018 REO 61.95% 4,987,500 100,000

Benjamin Center 8/22/2017 REO 21.63% 3,625,000 100,000

Gwynedd 7/20/2017 REO 30.35% 2,900,000 150,000

East Bay Shopping Center 12/4/2017 REO 15.28% 9,500,000 300,000

67,802,970 1,257,155

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CASE STUDY 1 : M I T C H E L L P L A Z A B R I D G E L O A N

§  Property 92% occupied, 75% by grocery store (20+ year tenant); aware of on-going lease negotiations to extend current tenant

§  Note foreclosed and property in foreclosure at special servicer and loan sponsor unable to refinance (e.g. no access to traditional lending market, transaction size too small)

§  Sponsor had offer on property of $3.1mm and an appraised value of $3.5mm

§  Sponsor highly invested in project and needed a bridge to complete negotiations with existing grocer tenant. Sponsor paid loan down by $400k at the time of origination.

§  Leveraged finance strategy; $1,500,000 of the $2,050,000 first lien participated out to bank. Non-recourse.

§  Property estimated to be valued at $3.4mm after completion of lease negotiation

§  Financing provided downside backstop to the transaction; if the grocery tenant pays through lease execution and property is worthless the investment makes a 15% IRR

DEAL TYPE Loan Origination ORIGINATION/PURCHASE DATE April 28, 2016 PROPERTY TYPE Retail INVESTMENT AMOUNT $2,050,000 GOING-IN CAP RATE (DEBT YIELD) 16.10% INVESTMENT AMOUNT TO VALUE 64.5% UNLEVERED RETURN 15% LEVERED RETURN 41.81%

B A C K G R O U N D

I N V E S T M E N T T H E S I S

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CASE STUDY 2 : T A M A R A C K F E E S I M P L E R E A L E S T A T E

DEAL TYPE Fee Simple ORIGINATION/PURCHASE DATE September 8, 2016 PROPERTY TYPE Industrial INVESTMENT AMOUNT $2,358,500 GOING-IN CAP RATE (DEBT YIELD) 12.5% INVESTMENT AMOUNT TO VALUE 71.9% UNLEVERED RETURN AT INVESTMENT 15.8% ACTUAL (REALIZED)RETURN 53.8%

§  Going-in cap rate of 12.5% §  Cap rate compression trade – purchase

building on a conservative cap rate and sell to a triple net buyer at a market cap rate

§  Significant cash flow when lease payments started

§  Two options for an exit: cap rate compression (above) or put leverage on building and hold for the current income

§  Property built in 2001 – was part of eight buildings securing one loan. Tenant in all eight buildings declared bankruptcy. Took eight years for all buildings to be foreclosed on and sold.

§  Property had 100% occupancy with 10-year NNN lease to Builder’s FirstSource (Nasdaq: “BLDR”)

§  Only one bidder on the asset due to limited due diligence material.

B A C K G R O U N D I N V E S T M E N T T H E S I S

Page 10:  · Minimal competition in small balance market: ! Institutional investors overlook small balance market due to size ! Local / “retail” investors ill-equipped to navigate complex

This investor presentation (the “Presentation”) has been prepared by Quire Capital, LLC (“Quire”) for information purposes only and is being delivered on a confidential basis to a select number of institutional and sophisticated prospective investors potentially considering the purchase of limited partnership interests (the “Interests”) in the Quire Fund I, LP and/or one or more parallel or effectively connected investment vehicles (the “Fund”). Any recipient who is not eligible should return this presentation to Quire immediately. Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents to any person other than to a prospective investor’s professional advisers, without the prior written consent of Quire is prohibited. All recipients agree they will keep confidential all information contained herein and not already in the public domain. By accepting this Presentation, each prospective investor agrees to the foregoing. This Presentation is intended as a summary and not a complete description and is subject to updating, revision and/or amendment (although there shall be no obligation for Quire to do so). The contents of this Presentation shall not be construed as a prospectus, advertisement or public offering of the interests. It is the responsibility of prospective investors to comply with the relevant laws and regulations of any territory in connection with any application to participate in the Fund. In considering prior performance information contained herein, prospective investors should bear in mind that past performance is not indicative of future results, and there can be no assurance that the Fund will achieve comparable results, that targeted returns, diversification or asset allocations will be met or that the Fund will be able to implement its investment strategy and management approach or achieve its investment objective. Certain information contained in this Presentation constitutes “forward-looking statements” which speak only as at the date of this Presentation. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements and no reliance should be placed by prospective investors on any forward-looking statement and no responsibility is accepted in respect thereof. Unless otherwise indicated, “gross IRR” shall mean an aggregate, annual, compound gross internal rate of return on investments.  Gross IRR’s do not reflect management fees, “carried interest,” taxes, broken-deal expenses and other transaction costs in connection with the disposition of unrealized investments and other expenses to be borne by investors in the Fund, which will reduce returns and in the aggregate are expected to be substantial.  This Presentation is based in part on information derived from information provided by independent third party sources. Quire cannot guarantee the accuracy of such information and has not independently verified the assumptions on which such information is based. Quire makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Presentation and accepts no responsibility whatsoever or liability for any direct, indirect or consequential loss or damage suffered or incurred by the recipient or any other person or entity however caused (including but not limited to negligence) in connection with the information contained herein or the authenticity, accuracy, or completeness of such information. This Presentation does not constitute or form part of an offer or invitation to sell or issue, or solicitation of any offer or recommendation to purchase or subscribe for, any interest in the Fund. Neither it nor any part of it shall form the basis of or be relied on in connection with any contract or purchase or subscription for any interest in the Fund. `

GENERAL DISCLOSURES

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Recipients of this Presentation who intend to acquire Interests are reminded that this Presentation and/or any acquisition of Interests is subject to and may only be made on the basis of the final version of the private placement memorandum, the limited partnership agreement and the subscription documentation in respect of the Fund and any decision to invest in the Fund must be based solely upon the information set out therein. Furthermore, this Presentation is not intended to be used for the purposes of an offer of Interests or be an invitation to participate in the Fund in any jurisdiction or country or to any person or entity to which it is unlawful to make such offer or solicitation. Recipients of the Presentation are required to inform themselves about and to observe any such restrictions. Prospective investors are solely responsible for making their own independent appraisal of and investigations into the Fund and any investments and transactions referred to in this Presentation. Prospective investors must rely on their own examination of the legal, taxation, financial accounting and other consequences of an investment in the Fund, including the merits of investing and the risks involved. Prospective investors should not treat the contents of this Presentation as advice relating to legal, taxation, accounting or investment matters and are strongly advised to conduct their own due diligence including, without limitation, the legal, taxation and accounting consequences to them of investing in the Fund and to consult their own professional advisers concerning the acquisition, holding or disposal of an investment in the Fund. Investment in the Fund involves a high degree of risk and potential conflicts of interest that prospective investors should carefully consider.  There can be no assurance that the Fund’s investment objective will be achieved or that investors will receive a return of their capital.  In addition, investment results may vary substantially on a monthly, quarterly or annual basis.  Investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. The Company pursues its strategies by simultaneously making investments through (i) subsidiaries or other alternative investment vehicles and (ii) an insurance dedicated fund that is intended to provide tax advantages for not-for-profit and tax-exempt investors and certain non-U.S. persons. Any discussion of liquid or illiquid investments is qualified by the fact that the liquidity of an investment depends largely on market conditions, which change from time to time. An investment that is currently liquid could prove to be completely or substantially illiquid at any time in the future. No assurances can be given regarding the time at which it may be possible or reasonably practical to sell any investment, regardless of the degree of liquidity or illiquidity currently associated with the investment. Any statements about the likely timing for the future disposition or maturity of any investment or group of investments are forward-looking statements that are inherently unreliable and should not be relied upon for any purpose. The performance data generated in the Case Studies on pages 29-35 herein regarding the likelihood of various investment outcomes are hypothetical in nature and are based on numerous assumptions and data we believe to be reasonable at the time they were created. These hypothetical projections do not reflect actual investment results and are not guarantees of future results.  Hypothetical performance results have many inherent limitations. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. There are frequently substantial differences between hypothetical performance results and the actual results subsequently achieved by any particular trading program. CIRCULAR 230 NOTICE TO ENSURE COMPLIANCE WITH UNITED STATES INTERNAL REVENUE SERVICE CIRCULAR 230, PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES TAX MATTERS CONTAINED OR REFERRED TO IN THIS PRESENTATION IS WRITTEN IN CONNECTION WITH THE MATTERS ADDRESSED IN THIS PRESENTATION AND IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER UNITED STATES FEDERAL, STATE OR LOCAL TAX LAWS; AND (B) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

GENERAL DISCLOSURES , C O N T .