Understanding the Build-to-Suit Opportunity - Warehouse Summit MENA 2019 Abdul Kader Monla Director, Capital Markets MENA
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Understanding the Build-to-Suit Opportunity Warehouse Summit MENA 2019 Abdul Kader Monla Director, Capital Markets MENA 29 April 2019
What is a build-to-suit (BTS)? • Development of a new real estate asset for occupier • Asset developed as per occupier’s requirements • Development cost is fully funded by third party real estate investor/developer • Pre-agreed lease terms dictated by occupier © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 2
Why do a BTS? Advantages Disadvantages • Lack of suitable properties • Long-term commitment • Custom-built : maximize efficiency and • Long-term liability minimize costs • More expensive than debt • No development expertise required • Some loss of control • No capital required • Don’t benefit from capital • Funds can be reinvested in core appreciation of asset (if any) business (organic growth, M&A, debt repayment, etc.) • No ownership risk © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 3
Where are BTS structures used? Most commonly used for single-let properties Industrial / Warehousing Office Staff / Student accommodation Healthcare Education Retail portfolios © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 4
Where have BTS structures been used? Lulu Hypermarkets Jaguar Land Rover Central DC CEVA Logistics DC Regional HQ Muscat, Oman JAFZ, UAE Dubai Silicon Oasis 49,000 sq. m. (BUA) 65,000 sq. m. (BUA) 14,000 sq. m. (BUA) © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 5
How does it work? Typical build-to-suit structure 1 Occupier prepares the specifications for the development Investor develops the property as per the occupier’s 2 specifications Corporate Real Estate Occupier Investor Occupier enters into a long term lease on the 3 property 4 Investor receives rental payments from the occupier © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 6
What about for existing properties? The sale-and-leaseback: similar structure for existing (built) properties 1 Occupier sells built property to investor at fair market value 2 Occupier received 100% of sale proceeds Corporate Real Estate Occupier Investor Occupier enters into a long term lease on the 3 property 4 Occupier pays rent during the lease term © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 7
Examples of sale-and-leasebacks Azizia Panda Central Safi Danone HQ and Transworld Logistics Dammam Cold Storage Distribution Centre Distribution Centre Distribution Centre Warehouse Riyadh, KSA Riyadh, KSA JAFZ, UAE Dammam, KSA 92,000 sq. m. (BUA) 15,000 sq. m. (BUA) 20,000 sq. m. (BUA) 2,700 sq. m. (BUA) © 2019 Jones Lang LaSalle IP, Inc. All rights reserved.
Key Factors Each build-to-suit is structured differently to meet your strategic, operational and financial requirements • Level of tenant specificity Type of • Tenant improvements Facility • Lease term Occupational • Rental escalation Location Lease Term • Guarantees Deal Structure • In-house development Operational experience & Strategic Land • Freehold Requirements Tenure • Leasehold / Unexpired Term • Strategic lease vs. own preferences • Future expansion Availabilit requirement y of • Occupiers' availability of capital Capital • Alternative uses of capital • Cost of capital © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 9
Build-to-Suit Structures Occupational cost reflective of level of risk occupier is willing to take in the development Build & Sell Occupier-Driven BTS Developer-Driven BTS Design Finance $ $ Develop Sale and Leaseback Own Risk for Occupier Responsibility Cost for Occupier Occupier Developer / Investor 10
Typical lease structure Most BTS are structured as Triple Net or FRI leases Occupier Landlord • Building Rent • Insurance (in case of double-net lease) • Ground Lease (if applicable) • Operating Costs • Property upkeep and maintenance • Insurance (for triple-net lease) © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 11
Typical lease structure Flexibility to match lease terms to business requirements • Flexibility to negotiate terms Liquidate long-term assets, thus improving the balance sheet while Purpose matching your requirements: retaining control over the property. Usually strong middle-market to investment-grade corporate ownership - Lease term Tenant or corporate holding companies. Triple-net leases (lessee pays all costs associated with the operation of the property). - Rental rates and escalation Calculated as a percentage of the purchase price or gross development Rental rates pattern (ie. fixed or inflation value, usually with embedded escalations throughout the lease term. indexed) Sale and Leaseback: 10 years and above. Term Build-to-Suit: 15 to 25 year lease terms. - Payment frequency Options to include renewal periods. - Ability to sub-lease Advance 100% of fair market value (for sale-and-leaseback) or 100% of construction costs (for build-to-suit) - Renewal options Property Freehold ownership. Ground leases are exceptions. - Future improvements and / or property expansion Preferred Office, industrial, retail, medical and education. properties - Buy-back options © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 12
Maintaining Control Flexible buy-back options can be pre-agreed Sellers can maintain control over the asset by way of a variety of structures: • Long Term Leases: Leases typically run from 10 to 25 years with renewal options • Right of First Refusal: Lessee retains pre-emption right in the event the lessor wishes to sell the property during the lease term • Sale Restrictions: In the case of strategic assets, restriction on sale of the property to direct competitors • Buy-back Options: The lessee retains an option to buy back the property during or at the end of the lease term • Reversion at Lease Maturity: Ownership of the property reverts to the lessee at the end of the lease term • Land Lease Structure: Only the building is sold and the lessee retains ownership of the land which is in turn leased under a long term lease to the new building owner © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. 13
Abdul Kader Monla Capital Markets MENA +971 4 426 6962 +971 56 370 1749 abdulkader.monla@eu.jll.com © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. The information contained in this document is proprietary to JLL and shall be used solely for the purposes of evaluating this proposal. All such documentation and information remains the property of JLL and shall be kept confidential. Reproduction of any part of this document is authorized only to the extent necessary for its evaluation. It is not to be shown to any third party without the prior written authorization of JLL. All information contained herein is from sources deemed reliable; however, no representation or warranty is made as to the accuracy thereof. 14
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