CASE: BUILD-TO-SUIT Over the past 7 years you have developed 12 build-to-suit facilities for "Convenient Marts." These facilities are generally located on strip center outparcels, are roughly 11,000 SF, and completely occupied by a Convenient Marts store. These properties have all been located along the main thoroughfares of suburban Philadelphia. The typical lease terms on these deals have been: A 10-year lease term Rent is triple net (NNN") Rent has provided roughly a 350-basis point spread over the 10-year Treasury rate when the deal was signed A 10-year renewal option Convenient Marts may purchase the property (Convenient Marts has the option) at any time for "fair market value" Convenient Marts may purchase the property in year 10 (and year 20 if lease option is renewed) at a 10% discount to "fair market value" Convenient Marts has a right of first refusal (ROFR") with respect to both lease and purchase as long as the lease is in effect. The typical Convenient Marts store is a plain "box," and petroleum product sales are prohibited in the leases. Over the past decade Convenient Marts has expanded in the suburban areas of the major mid-Atlantic state metropolitan areas. This publicly-traded company has been rated BBB+ (or better) for the past 7 years. Convenient Marts has recently embarked upon an aggressive expansion campaign, targeting the suburban areas of secondary mid-Atlantic cities for new stores. As a result of this expansion effort, S&P has placed Convenient Mart's debt on a "credit watch," expressing concern that this effort may result in lower quality cash flows and an increased debt burden. You have sold 10 of the 12 Convenient Mart stores you developed. In each case, you sold them within 18 months of completion for an average cap rate that has a spread over the 10-year Treasury of about 210 basis points. The two properties you have not sold have been completed within the past 12 months. You anticipate that these properties will each sell for a spread of about 200 basis points over the 10-year Treasury during the next year. Currently, the 10-year Treasury rate is 4.25%. Development of a Convenient Mart requires 10-16 months to complete. Typically, it requires about 12 months to develop. Convenient Marts has approached you and asked you to play a major development role in their expansion effort. Specifically, they have indicated that they would like you to develop stores for them in the Allentown / Bethlehem, Pennsylvania area. They plan to add about 10 stores in this region over the next 3-4 years and want you to be their developer in this effort. Their first store site in this market is along the main suburban throughway in suburban Allentown. It is for a 10,000-SF store, with appropriate parking, ingress/egress, and signage requirements. Convenient Mart's real estate committee has approved the following non-negotiable (take it or walk) deal terms: 10-year lease 10-year renewal option Option to purchase at any time at "fair market value" Option to purchase in year 10 (and year 20 if lease in renewed) at 10% discount to "fair market value" Right of first refusal with respect to both lease and purchase as long as the lease is in effect Triple net rent lease Rent for the first 10 years is $50,000 annually Rent during the option years would be $65,000 annually Certificate of Occupancy must be in place within 13 months If the Certificate of Occupancy is not in place within 13 months, rent during the first 10 years is reduced to $40,000 annually If Certificate of Occupancy is not in place within 14 months, Convenient Marts is released from the lease and you must pay them a penalty of $60,000. This project would represent your first effort outside of the Philadelphia area. You believe that you can acquire the site for $120,000. You believe that approval, planning, and design costs should run about $50,000, while hard construction costs are estimated at roughly $400,000. You have a term sheet on a loan which provides 3-year financing of $440,000 at LIBOR plus 300 basis points. 3-Month LIBOR is currently 1.46% (a cyclical low). The loan adjusts the interest rate quarterly. The loan has no amortization and is pre-payable without penalty. You also will receive a development fee of 5% of hard costs plus approval, planning, and design soft costs. Initial discussions with your lender and local planning officials lead you to anticipate no unusual problems with the project. The equity required for this project is available but would absorb about 30% of your equity capacity. Should you undertake this development? You are to write a 3-page business memo to your board, with no more than 2 supplemental pages of tables/charts/graphs, explaining to them your recommendation and your rationale. not? CASE: BUILD-TO-SUIT Over the past 7 years you have developed 12 build-to-suit facilities for "Convenient Marts." These facilities are generally located on strip center outparcels, are roughly 11,000 SF, and completely occupied by a Convenient Marts store. These properties have all been located along the main thoroughfares of suburban Philadelphia. The typical lease terms on these deals have been: A 10-year lease term Rent is triple net (NNN") Rent has provided roughly a 350-basis point spread over the 10-year Treasury rate when the deal was signed A 10-year renewal option Convenient Marts may purchase the property (Convenient Marts has the option) at any time for "fair market value" Convenient Marts may purchase the property in year 10 (and year 20 if lease option is renewed) at a 10% discount to "fair market value" Convenient Marts has a right of first refusal (ROFR") with respect to both lease and purchase as long as the lease is in effect. The typical Convenient Marts store is a plain "box," and petroleum product sales are prohibited in the leases. Over the past decade Convenient Marts has expanded in the suburban areas of the major mid-Atlantic state metropolitan areas. This publicly-traded company has been rated BBB+ (or better) for the past 7 years. Convenient Marts has recently embarked upon an aggressive expansion campaign, targeting the suburban areas of secondary mid-Atlantic cities for new stores. As a result of this expansion effort, S&P has placed Convenient Mart's debt on a "credit watch," expressing concern that this effort may result in lower quality cash flows and an increased debt burden. You have sold 10 of the 12 Convenient Mart stores you developed. In each case, you sold them within 18 months of completion for an average cap rate that has a spread over the 10-year Treasury of about 210 basis points. The two properties you have not sold have been completed within the past 12 months. You anticipate that these properties will each sell for a spread of about 200 basis points over the 10-year Treasury during the next year. Currently, the 10-year Treasury rate is 4.25%. Development of a Convenient Mart requires 10-16 months to complete. Typically, it requires about 12 months to develop. Convenient Marts has approached you and asked you to play a major development role in their expansion effort. Specifically, they have indicated that they would like you to develop stores for them in the Allentown / Bethlehem, Pennsylvania area. They plan to add about 10 stores in this region over the next 3-4 years and want you to be their developer in this effort. Their first store site in this market is along the main suburban throughway in suburban Allentown. It is for a 10,000-SF store, with appropriate parking, ingress/egress, and signage requirements. Convenient Mart's real estate committee has approved the following non-negotiable (take it or walk) deal terms: 10-year lease 10-year renewal option Option to purchase at any time at "fair market value" Option to purchase in year 10 (and year 20 if lease in renewed) at 10% discount to "fair market value" Right of first refusal with respect to both lease and purchase as long as the lease is in effect Triple net rent lease Rent for the first 10 years is $50,000 annually Rent during the option years would be $65,000 annually Certificate of Occupancy must be in place within 13 months If the Certificate of Occupancy is not in place within 13 months, rent during the first 10 years is reduced to $40,000 annually If Certificate of Occupancy is not in place within 14 months, Convenient Marts is released from the lease and you must pay them a penalty of $60,000. This project would represent your first effort outside of the Philadelphia area. You believe that you can acquire the site for $120,000. You believe that approval, planning, and design costs should run about $50,000, while hard construction costs are estimated at roughly $400,000. You have a term sheet on a loan which provides 3-year financing of $440,000 at LIBOR plus 300 basis points. 3-Month LIBOR is currently 1.46% (a cyclical low). The loan adjusts the interest rate quarterly. The loan has no amortization and is pre-payable without penalty. You also will receive a development fee of 5% of hard costs plus approval, planning, and design soft costs. Initial discussions with your lender and local planning officials lead you to anticipate no unusual problems with the project. The equity required for this project is available but would absorb about 30% of your equity capacity. Should you undertake this development? You are to write a 3-page business memo to your board, with no more than 2 supplemental pages of tables/charts/graphs, explaining to them your recommendation and your rationale. not