URF Notes III Underlying Fund Overview · URF may be unable to refinance its debt facilities when...

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URF Notes III • 7.75% pa fixed rate • Quarterly interest payments, commencing 31 March 2017 • Unsecured notes • Maturing 24 December 2021, approximately 5 years (four years and 10 months) from the expected Issue Date • Expected to list on the ASX Underlying Fund Overview • The US Masters Residential Property Fund seeks to provide Unitholders with exposure to a diversified portfolio of US-based residential property assets with rental income as well as potential for long-term capital growth. • The Fund focuses on the New York metropolitan area, specifically Brooklyn, Manhattan and Queens, New York and Hudson County, New Jersey. The Fund targets undervalued neighbourhoods that are experiencing growth and gentrification. • The Fund is currently the largest Australian-listed property trust with a primary strategy of investing in US residential property. Since its inception in June 2011, the portfolio has grown to over 1,500 housing units (directly or indirectly held) with a total book value of $1.065 billion 1 . • The Fund employs an integrated business model, with an historically successful strategy of acquiring properties at attractive valuations, renovating the properties to high standards, and professionally leasing and managing the properties. A team of 130 professionals work from the local New York office. Want to know more? usmrpf.com.au Underlying Fund performance 8 Financing Structure 3 month 6 month 1 year 2 year pa 3 year pa 5 year pa Since inception pa* Unit price return 6.7% -1.4% 3.4% 0.5% 7.1% 9.8% 9.7% Actual 30 June 2016 (reviewed) Unaudited pro forma 30 June 2016 adjusted 9 Unaudited pro forma $50 million Offer Unaudited pro forma $100 million Offer Unaudited pro forma $150 million Offer Leverage Ratio 10 49% 45% 47% 49% 51% Leverage Ratio (look through) 10 48% 44% 46% 48% 50% Notes: *Inception date June 2011 KEY TERMS & OFFER FACTS Expected ASX Ticker URFHC Structure Unsecured debt notes expected to be listed on the ASX Interest rate 7.75% p.a. Interest payments Quarterly 2 Expected maturity date 24 December 2021 First call date 24 December 2019 Offer price $100.00 per note Currency AUD Offer size $50m-$100m 3 Minimum application $2,000 UNDERLYING FUND FACTS ASX Ticker URF Sector A-REIT Currency AUD (unhedged) Market capitalisation $709 million 4 Consolidated debt (amortised cost) $528.7 million 5 OFFER FEES Debt arranging fee 6 1.0% Stamping fee 7 1.025%

Transcript of URF Notes III Underlying Fund Overview · URF may be unable to refinance its debt facilities when...

Page 1: URF Notes III Underlying Fund Overview · URF may be unable to refinance its debt facilities when required, including the URF Notes III, at maturity, or may find that refinance is

URF Notes III• 7.75% pa fixed rate • Quarterly interest payments, commencing 31 March 2017 • Unsecured notes• Maturing 24 December 2021, approximately 5 years (four years

and 10 months) from the expected Issue Date• Expected to list on the ASX

Underlying Fund Overview• The US Masters Residential Property Fund seeks to provide

Unitholders with exposure to a diversified portfolio of US-based residential property assets with rental income as well as potential for long-term capital growth.

• The Fund focuses on the New York metropolitan area, specifically Brooklyn, Manhattan and Queens, New York and Hudson County, New Jersey. The Fund targets undervalued neighbourhoods that are experiencing growth and gentrification.

• The Fund is currently the largest Australian-listed property trust with a primary strategy of investing in US residential property. Since its inception in June 2011, the portfolio has grown to over 1,500 housing units (directly or indirectly held) with a total book value of $1.065 billion1.

• The Fund employs an integrated business model, with an historically successful strategy of acquiring properties at attractive valuations, renovating the properties to high standards, and professionally leasing and managing the properties. A team of 130 professionals work from the local New York office.

Want to know more? usmrpf.com.au

Underlying Fund performance8

Financing Structure

3 month 6 month 1 year 2 year pa 3 year pa 5 year pa Since inception pa*

Unit price return 6.7% -1.4% 3.4% 0.5% 7.1% 9.8% 9.7%

Actual30 June 2016

(reviewed)

Unauditedpro forma

30 June 2016 adjusted9

Unauditedpro forma$50 million

Offer

Unauditedpro forma

$100 millionOffer

Unauditedpro forma

$150 millionOffer

Leverage Ratio10 49% 45% 47% 49% 51%

Leverage Ratio (look through)10

48% 44% 46% 48% 50%

Notes: *Inception date June 2011

KEY TERMS & OFFER FACTS

Expected ASX Ticker URFHC

StructureUnsecured debt notes expected to be listed on the ASX

Interest rate 7.75% p.a.

Interest payments Quarterly 2

Expected maturity date 24 December 2021

First call date 24 December 2019

Offer price $100.00 per note

Currency AUD

Offer size $50m-$100m3

Minimum application $2,000

UNDERLYING FUND FACTS

ASX Ticker URF

Sector A-REIT

Currency AUD (unhedged)

Market capitalisation $709 million4

Consolidated debt (amortised cost) $528.7 million5

OFFER FEES

Debt arranging fee6 1.0%

Stamping fee7 1.025%

Page 2: URF Notes III Underlying Fund Overview · URF may be unable to refinance its debt facilities when required, including the URF Notes III, at maturity, or may find that refinance is

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Key investment risksBelow is a summary of the key investment risks. Please refer to Section 4 of the Prospectus for a more detailed disclosure of risks.

Priority Risk - Subordinated and unsecured creditors

URF Notes III are unsecured liabilities. If the Issuer becomes insolvent, URF Notes III rank behind senior debt and creditors preferred by law, and rank pari passu with (the same as) other unsecured creditors of the Fund (including URF Noteholders and the Contingent Liabilities if they become due and payable by URF).

Interest payment and Face Value Repayment Risk

The Issuer may fail to pay Interest or repay Face Value when required. See Section 3.11(g) of the Prospectus for information regarding the Fund’s Interest Cover Ratio. A low Interest Cover Ratio may indicate that the Issuer could face difficulties in servicing its debt if earnings decrease or interest rates increase and the Issuer does not have access to sufficient cash to service the debt.

Early Redemption by the Issuer URF Notes III do not mature until the Maturity Date, but URF has early Redemption and repayment rights from the First Call Date and may also fully (but not partially) Redeem all URF Notes III if a Tax Event or a Change of Control Event occurs.

No individual right to Redeem Individual URF Notes III Noteholders cannot require the Redemption of their URF Notes III until after the URF Notes III Trustee is obliged to under the Terms or the Trust Deed, and fails to do so for a period of 20 Business Days.

Potential additional indebtedness

URF may issue additional URF Notes III, securities that rank equally with URF Notes III and other indebtedness senior to URF Notes III.

Market Risk The market price of URF Notes III on the ASX will fluctuate and you may lose money you invested if you sell URF Notes III.

Liquidity Risk Liquidity of URF Notes III may be low and holders may not be able to sell at an acceptable price.

Amendment to URF Notes III Terms

In certain circumstances, the Issuer may amend the Terms of the URF Notes III. These amendments will apply to your URF Notes III even if you did not approve them.

Risk of non compliance with covenants and undertakings not an Event of Default

URF may fail to meet covenants or undertakings under existing or new debt instruments or the Trust Deed. This may not constitute an Event of Default under the Terms of the URF Notes III.

Risk of poor Fund performance The Fund remains in a growth phase with historically negative cash flows. URF’s cash flows and future operating performance may also be negatively impacted by risks associated with the property markets it operates in, including the possibility that rental income may be lower and/or vacancy costs higher from Portfolio properties. This may impact the Issuer’s ability to pay Interest or repay Face Value when required.

Risk of the US and New York residential property market and the Fund’s concentrated geographic focus

The Fund invests in a concentrated geographic location and will be highly correlated to the performance of the property market in that area. If the US economy or the residential property market that the Fund invests in performs poorly, the Fund’s performance is likely to be affected. These factors may impact the Issuer’s ability to pay Interest or repay Face Value when required.

Borrowing, deposit and refinance Risk

URF may be unable to refinance its debt facilities when required, including the URF Notes III, at maturity, or may find that refinance is only available on terms materially less favourable. The Fund may incur additional liabilities where its controlled entities fail to comply with certain financial covenants.

Renovation risk As at 31 December 2016 the Fund had 91 properties in its renovation pipeline. The Fund is therefore exposed to risks associated with carrying out property renovations.

Joint venture risk US REIT and its controlled entities may invest in joint ventures with joint venture partners. These joint venture parties may not meet their obligations. These joint ventures may restrict US REIT’s ability to redistribute returns from its joint venture investments and defaults by joint venture partners may negatively impact on URF’s performance.

Key personnel risk The departure of key staff or consultants may have an adverse effect on the future earnings of Issuer and its ability to service the URF Notes III.

Foreign exchange risk Fluctuations in the value of the US dollar against the Australian dollar may impact on the Issuer’s ability to repay Interest and Face Value.

Gearing risk Any increase in the Leverage Ratio and Gearing Ratio, or a decrease in the Interest Cover Ratio, may adversely impact the Fund’s ability to refinance existing debt or borrow additional funds. A decrease in the Interest Cover Ratio may be indicative of a decrease in the Fund’s ability to service existing debt. A higher Leverage Ratio or Gearing Ratio may adversely affect the ability of URF Notes III Noteholders to recover all amounts owing under an Insolvency Event.

Interest rate risk Changes in US interest rates may have a positive or negative impact directly on the income of the Issuer. Changes in interest rates may also affect the market more broadly and the value of the Issuer’s underlying assets.

Taxation and other regulatory risk

Regulation applying to URF may change. This may impact on URF’s operations and accounting and tax treatment.

Key investment team membersAlan Dixon, Managing

Director & CEO

Alex MacLachlan, Managing Director

& Head of Strategy

David Orr, Executive Director

& Chief Operating

Officer

Page 3: URF Notes III Underlying Fund Overview · URF may be unable to refinance its debt facilities when required, including the URF Notes III, at maturity, or may find that refinance is

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1 All data is as at 31 December 2016, unless otherwise stated and excludes any impact of the 31 December 2016 valuation and appraisal process 2 Commencing 31 March 2017 3 With the ability to accept oversubscriptions of up to a further $50 million 4 As at 20 January 2017 5 At 30 June 2016. As at 31 December 2016, the Fund and its controlled entities had $546.8 million (amortised cost) of debt 6 Inc GST and net of RITC (where applicable), of the gross proceeds raised by the Offer 7 Inc GST and net of RITC (where applicable), of amounts raised and allocated under applications bearing the stamp of the AFSL holder 8 Returns are inclusive of dividends reinvested and adjusted for rights issues. Walsh and Company; Bloomberg 9 Based on 30 June 2016 balance sheet adjusted for additional equity raised post this date to 31 December 2016, payment of the 30 June 2016 distribution (including the issue of units under the distribution reinvestment plan). 10 Leverage ratio = Gross debt / Gross assets. The look through leverage ratio includes the Fund’s proportional share of gross debt ($76 million) and gross assets ($148 million) in its equity accounted joint venture investments.

About Walsh & CompanyThe Walsh & Company Group is a Sydney based specialist global fund manager co-founded in 2007 by Max Walsh.

The Company has approximately $3 billion1 of investor assets under management across global equities, residential and commercial property, private equity, fixed income and sustainable and social investments. We provide investors access to unique investment strategies not readily accessible to investors and focus on building high quality, diversified portfolios.

Walsh & Company Investments Limited is the Responsible Entity of the Fund and is a wholly owned subsidiary of Walsh & Company Group.

Contact Adam Coughlan – Head of Distribution T: (02) 8662 9792 E: [email protected] Emmanuel Vergara – Key Account Manager T: (02) 9432 3023 E: [email protected] Siva – Business Development Manager T: (02) 8662 9790 E: [email protected]

Important informationEach URF Notes III will be issued by Walsh & Company Investments Limited (ACN 152 367 649, AFSL 410 433) in its capacity as the Responsible Entity for US Master Residential Property Fund (ARSN 150 256 161) (Fund) under a replacement prospectus (Prospectus) lodged with the Australian Securities & Investment Commission on 30 January 2017.

Copies of the Prospectus will be available by calling 1300 454 801 or at www.usmrpf.com.au/offer/. The offer of URF Notes III will be made in, or accompanied by, a copy of the Prospectus and a person should consider the Prospectus in deciding whether to acquire the securities. This flyer does not constitute an offer, invitation, solicitation or recommendation in relation to the subscription, purchase or sale of URF Notes III in any jurisdiction, and neither this flyer, nor anything in it, will form the basis of any contract or commitment. An investment in URF Notes III will only be available through a valid application form attached to the Prospectus or an online application form available with an electronic copy of the Prospectus on the Fund website. Before making a decision to make or hold any investment in URF Notes III you should consider the Prospectus in full and seek advice if necessary.

This flyer may contain general advice. Any general advice provided has been prepared without taking into account your objectives, financial situation or needs. Before acting on the advice, you should consider the appropriateness of the advice with regard to your objectives, financial situation and needs. Where the flyer relates to the purchase of a particular product you should obtain a copy of the relevant prospectus before making any decisions in relation to the product. The past performance of the Fund or URF Notes I & II is not a guarantee of the future performance of the Fund or URF Notes I, II & III.

This flyer may contain statements, opinions, projections, forecasts and other material (forward looking statements), based on various assumptions. Those assumptions may or may not prove to be correct. None of the Fund, the Responsible Entity, its officers, employees, agents, advisers nor any other person named in this flyer (Parties) makes any representation as to the accuracy or likelihood of fulfilment of the forward looking statements or any of the assumptions upon which they are based. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward looking statements and the Parties assume no obligation to update that information.

The Parties give no warranty, representation or guarantee as to the accuracy or completeness or reliability of the information contained in this flyer. The Parties do not accept, except to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this flyer. Any recipient of this flyer should independently satisfy themselves as to the accuracy of all information contained herein.

Not an offer in the US: This flyer does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. This flyer may not be distributed or released in the United States. The securities in the proposed offering have not been and will not be registered under the US Securities Act of 1933, or under the securities laws of any state or other jurisdiction of the United States.

Portfolio composition1

Area Number of properties Value (US$million) % of portfolio (by value)

Brooklyn 110 282.4 35%

Hudson Premium 135 244.0 30%

Hudson Workforce 323 140.2 17%

Manhattan/Queens 33 101.4 12%

Total freestanding 601 768.0 94%

Multi-family 14 45.3 6%

TOTAL 615 813.3 100%