Property Finance: An International Approach

Praise for Property Finance "When I have to choose a book among hundreds of competing works on the same topic in the bookstores, I usually pay more attention to the reputation and the background of the authors. Giacomo Morri, Antonio Mazza and, as far as the editing of the country reports is concerned, Alessandro P. Scarso finished this book not only on the basis of many years of teaching and research, but also on the basis of their rich experience in the practice on property finance. As a Chinese legal scholar, I personally have benefited greatly from reading this book. I encourage readers to share the valuable knowledge presented in this book." —Prof. Dr. Junhai Liu, Director, Business Law Center, Renmin University of China, Vice Chairman, China Consumers' Association and Vice Chairman & Secretary General, China Consumers' Protection Law Society "The authors have filled an urgent need created by the recent global financial crisis and related globalization (and intertwining) of international investment, finance, and real estate sectors: namely, a practical guidebook, useful to the practicing lawyer, business professional and academic alike, on modern international project finance. The authors have done an admirable job of explaining in logical detail the basics of international project finance and common core principles among nations, and the reader is provided with practical case studies and financial models to elucidate the major principles set forth. This book comes highly recommended to anyone seeking a deeper understanding of modern international project finance." —Paul Varela, Founding partner of Varela, Lee, Metz & Guarino, LLP, Tysons Corner, Virginia - San Francisco, California Recognized as outstanding construction lawyer by Chambers USA, Best Lawyers in America, and Super Lawyers "Benefiting from many years of research, teaching and professional experience, Giacomo Morri and Antonio Mazza, together with the collaboration of Alessandro P. Scarso, have written an excellent book, covering all the relevant aspects of real estate financing and investing. With seven different country reports, a number of case studies and a friendly writing style, Property Finance represents not only an excellent reference for both researchers and practitioners, but also required reading for anyone interested in the financial, legal and regulatory aspects of real estate financing." —Prof. Andrea Sironi, Rector, Bocconi University "A valuable contribution to the emerging body of knowledge on global property finance, particularly for its much needed comparative treatment of real estate processes in some of the most important international markets." —Prof. Dr. Manish Srivastava, Professor of Real Estate Finance & Investments, New York University / Adjunct Professor of Real Estate Development, Columbia University "Antonio Mazza and Giacomo Morri, the authors of this book on property finance, solve the perceived dichotomy between real estate practitioners and academia in an ideal way. Mazza and Morri provide a unique property finance textbook that is based on robust economic and finance principles and comparable to those in the area of managerial finance." —Prof. Dr. Matthias Thomas, Chief Executive Officer, INREV (European Association for Investors in Non-Listed Real Estate Vehicles) "The authors have adopted an inter-disciplinary approach which successfully pairs the explanation of the core skills required in the field of property finance with the outline of the most relevant legal issues in selected jurisdictions, in the strong awareness that decisions specifically relating to real estate financing cannot occur in isolation from the statutory framework." —Prof. Giovanni Iudica, President, ESCL (European Society of Construction Law) / Professor of Civil Law, Bocconi University

Foreword by Prof. Dr. Junhai Liu xi Foreword by Prof. Dr. Matthias Thomas xiii Preface xv Preface to Part Two xvii Acknowledgements xix List of Figures xxi Reader’s Manual xxiii Part One Chapter 1 Introduction to Property Financing 3 1.1 Forms of financing: debt and equity 3 1.1.1 Debt 4 1.1.2 Equity 6 1.2 A different approach to property financing 6 1.3 Corporate finance and project finance 7 1.4 Bank financing 8 1.4.1 Property Loans to Private Individuals 9 1.4.2 Property Financing to Cover Financial Requirements 9 1.4.3 Structured Real Estate Financing 10 1.5 Fund raising, securitization, and syndication 10 1.5.1 Traditional Funding and Securitization 11 1.5.2 Funding for Real Estate Loans and Syndication 12 1.5.3 Syndication of Real Estate Loans 13 Chapter 2 Structured Real Estate Financing 15 2.1 Bank roles 17 2.2 Bank loan contractual forms 17 2.3 Loans for development projects 18 2.4 Parts and stages of a structured loan 18 2.4.1 Analysis of the Transaction and Term Sheet 19 2.4.2 Real Estate Valuation 21 2.4.3 Basics of Property Appraisal 23 2.4.4 Due Diligence Process 32 2.4.5 Legal Due Diligence 32 Chapter 3 Loan Agreement 33 3.1 Object and purpose of the loan 34 3.2 Conditions precedent 34 3.3 Amount of the loan 35 3.4 Interest rates 36 3.5 Interest rate risk hedging 38 3.5.1 Interest Rate Cap 38 3.5.2 Collar 38 3.5.3 Interest Rate Swap 38 3.6 Loan allocation 41 3.7 Loan repayment schedule 43 3.8 Fees 43 3.9 Frequency of drawdown and procedures 45 3.10 Events of default 46 3.11 Property insurance 48 3.12 Representations and warranties 49 3.13 Duty to provide information 53 3.14 Costs, taxes, and ancillary charges 56 3.15 Contractual covenants 56 3.15.1 Balance Sheet Covenants 57 3.15.2 Financial Covenants 57 Chapter 4 Loan Repayment, Interest, and Renegotiation 63 4.1 Bullet payments 63 4.2 Pre–amortizing (semi–bullet) 63 4.3 Balloon payment 64 4.4 Fully amortizing repayment plans 65 4.4.1 Fixed–Capital Loan Repayment Plan 66 4.4.2 Floating–Rate Loan Repayment Plan 68 4.4.3 Loan with Interest Rate Caps 71 4.5 Other repayment schedules 73 4.5.1 Negative Amortizing Constant Payment Loan 73 4.5.2 Declining Payment Loan with Constant Amortizing 74 4.6 Restructuring and renegotiation of real estate loans 75 4.6.1 Grant of a New Loan 76 4.6.2 Deferral of Payment Deadlines 76 4.6.3 Restructuring Arrangement 77 Chapter 5 Effects of Financial Leverage on Real Estate Investments 79 5.1 An illustration of financial leverage 80 5.2 The effects of an increase in volatility 81 5.3 The effect of financial leverage on returns 82 5.4 The effect of financial leverage on risk 82 5.5 “No Free Lunch” 84 5.6 The mechanics of financial leverage 84 5.7 The effect of the spread 85 5.8 A brief summary of when to use financial leverage 86 Chapter 6 Structured Real Estate Financing Case Studies 89 6.1 Structured financing for an income producing property 90 6.1.1 Description of the Transaction 90 6.1.2 Term Sheet for an Income Producing Property 90 6.2 Structured financing for a real estate portfolio acquisition 100 6.2.1 Description of the Portfolio Acquisition 100 6.2.2 Term Sheet for the Financing of a Real Estate Portfolio 101 6.3 Financing of a real estate development project 113 6.3.1 Description of the Residential Development Project 113 6.3.2 Term Sheet for the Development Project Loan 113 6.4 Financing a shopping centre: credit application 121 6.4.1 Players Involved 121 6.4.2 Financial Analysis and Key Figures 126 6.4.3 Risk Appraisal 128 6.4.4 Risk Rating and Risk–Reward 131 6.4.5 Conclusion and Recommendation 131 Chapter 7 Hybrid Forms of Financing 133 7.1 Description 133 7.2 Procedures for establishing mezzanine finance and cost 137 7.2.1 The Debt Component 137 7.2.2 Equity Kicker 139 7.3 Covenants in a mezzanine financing 140 7.4 Economic mechanics of hybrid financing 141 7.4.1 Mezzanine Financing for an Income Producing Property 142 7.4.2 Preferred Equity for Development Projects 144 7.5 Waterfall payout agreement 148 7.6 Intercreditor agreement 154 Chapter 8 Basel Accords and Effects on Real Estate Financing 159 8.1 Basel II 160 8.2 Basel III 160 8.3 The Basel Accords and real estate financing 161 8.4 Standardized Approach 162 8.5 IRB Foundation and Advanced methods 163 Part two Outline of the most relevant legal issues in selected jurisdictions Chapter 9 China 171 Chapter 10 England and Wales 177 Chapter 11 France 185 Chapter 12 Germany 201 Chapter 13 India 207 Chapter 14 Italy 215 Chapter 15 Spain 229 Authors 235 Giacomo Morri 235 Antonio Mazza 235 Alessandro P. Scarso 236 References 237 Index 241

GIACOMO MORRI, Ph.D., MRICS, is Senior Professor in the Accounting, Control, Corporate Finance and Real Estate Department at SDA Bocconi School of Management and Lecturer in Real Estate Finance at Bocconi University. He is Past-president and Board Member of the European Real Estate Society. He also sits on the board of several real estate companies and works as freelance advisor. www.giacomomorri.info ANTONIO MAZZA is Teaching Fellow at SDA Bocconi School of Management. He has been working for almost 25 years in the real estate market for both Italian and foreign banks and he is currently General Manager of "Aareal Bank AG" Italy and board member of several Italian companies within the "Aareal Group". He is Professional Member of the Royal Institution of Chartered Surveyors and a member of several Italian Banking Association. www.morri–mazza.com