October 3, 2023

Complete the Equity Waterfall for Financial Commons (Exhibit 8) using the benchmark assumptions outlined in the case. Under these assumptions, calculate the expected return to Wildcat and its limited partners and compare those returns to the property-level return on Financial Commons if it sold after three years.

Question 1 (10 points)

Complete the Equity Waterfall for Financial Commons (Exhibit 8) using the benchmark assumptions outlined in the case. Under these assumptions, calculate the expected return to Wildcat and its limited partners and compare those returns to the property-level return on Financial Commons if it sold after three years. Returns to Wildcat should be calculated without including its management fee.

Question 2 (15 points)

For each of the following scenarios, recalculate the cash flow pro forma for Financial Commons and the Equity Waterfall (exhibits 7 and 8 respectively). With the exception of the changes noted below, keep the benchmark assumptions constant. Each scenario is to be recalculated independently; that is, each scenario is to be treated as a distinct variation from the benchmark. Assume that outside investors will become partners with Wildcat only is they believe they will receive an IRR of at least 20 percent, and Wildcat will only close on the property if it believes it can earn a 50 percent IRR. Discuss whether or not the deal will proceed.

a) North Shore Bank does not renew its lease at the end of Year 3 and its space remains vacant in Year 4. A new tenant begins leasing the space in Year 5 at $18 per foot on a triple net (NNN) lease requiring $5 per square foot expense reimbursement. This new lease does not contain any rent escalation clause. To make the space suitable, capital expenditures of $4/square foot are required in Year 5 for tenant improvements. A leasing broker charges Wildcat 2% of the fist year’s rent as a commission. As a result of this turnover, Wildcat holds the property for five years. (3 points)

b) All tenants renew according to the benchmark assumptions. However, due to continued weakness in commercial property demand, Wildcat holds the property for five years. During its hold period, Wildcat makes capital expenditures of $500,000 in Year 2 for a new roof and $150,000 in Year 3 for a new parking lot. (3 points)

c) After more careful underwriting, the life insurance company offers a reduced loan-to-value (LTV) of 60% and an interest rate of 7%. Assume a three-year hold period. (3 points)

d) The outside investors are nervous about the economic climate. As a result, they demand the following investor-friendly changes to the waterfall structures. Assume a three-year holding period (6 points):

i) Outside investors will provide only 90% of the required equity;

ii) Outside investors will receive a 10% preferred return;

iii) Outside investors will receive a 12% IRR preference (this means that at reversion, after invested capital has been returned to the outside investors and to Wildcat, the outside investors will receive additional cash until they achieve a 12% IRR over the lifetime of the investment. Remaining cash flow will then go through the promote.)

iv) Cash flows in the promote structure will be split 80/20 rather than 70/30.

Requirements: 1page | .doc file

Question 1 (10 points)

Question 2 (15 points)

c) After more careful underwriting, the life insurance company offers a reduced loan-to-value (LTV) of 60% and an interest rate of 7%. Assume a three-year hold period. (3 points)

i) Outside investors will provide only 90% of the required equity;

ii) Outside investors will receive a 10% preferred return;

iv) Cash flows in the promote structure will be split 80/20 rather than 70/30.

KEL553June 19, 2020©2018, 2020 by the Kellogg School of Management at Northwestern University. This case was prepared by Professor Craig Furfine with research assistance from Jessica Zaski ’10. Cases are developed solely as the basis for class discussion. Cases are not intended to serve as endorsements, sources of primary data, or illustrations of effective or ineffective management. To order copies or request permission to reproduce materials, call 800-545-7685 (or 617-783-7600 outside the United States or Canada) or e-mail [email protected]. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means—electronic, mechanical, photocopying, recording, or otherwise—without the permission of the Kellogg School of Management.CRAIG FURFINEWildcat Capital Investors:Real Estate Private Equity“Okay. Now we’re even,” said the voice on the telephone. As he hung up the phone, James Tripp, managing director of Wildcat Capital Investors, thought back to that beautiful summer evening two years earlier when he was about to enter Ravinia Park to enjoy a performance of the Chicago Symphony with his friend, commercial real estate broker Katherine O’Brien. The sound of scraping metal had caught Tripp’s attention just in time for him to save O’Brien’s life—or so he liked to claim—by blocking an approaching bicyclist headed straight for O’Brien in a reckless attempt to cross the track ahead of an oncoming train. At the time Tripp had joked, “Now you owe me.” Referring to the opportunity to purchase a piece of commercial property before the sale became public knowledge, he continued, “How about showing me a great off-market deal some day?” Now, in September 2009, it seemed that O’Brien had indeed returned the favor.The opportunity O’Brien had just briefly outlined on the phone sounded perfect for Wildcat. Financial Commons was a 90,000-square-foot office property located in the Chicago suburb of Skokie. The building was 90 percent occupied and was being offered for what seemed like an incredible price of $10.4 million. Given the bleak commercial market environment at the time, such opportunities were few and far between.But Tripp knew there were many factors that could spoil this deal. As they did with several properties each week, Tripp and Wildcat’s MBA-student intern, Jessica Zaski, would have to dig deeper into the numbers. What were the economic fundamentals in the market? Who were the tenants of Financial Commons? Would Wildcat be able to profitably exit this deal in three to For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

2Wildcat capital investorsKEL553Kellogg school of ManageMentfive years? Could it get the returns its investors demanded? And, in the midst of the worst credit crunch in Tripp’s memory, would Wildcat be able to obtain financing?Tripp called Zaski into his office. Her task would be to research the Skokie office market to derive the realistic assumptions necessary to calculate the returns Wildcat could hope to achieve by acquiring Financial Commons.About WildcatEvanston, Illinois–based Wildcat Capital Investors, LLC, was a privately held entrepreneurial real estate firm that invested in a wide range of real estate assets on a deal-by-deal basis. Tripp and his friend William Paris had founded the company in 2005 to serve the growing real estate alternative investment space by raising capital from wealthy individuals and investing in commercial real estate not only through traditional equity investments but also throughout the capital structure.Wildcat’s early deals involved mezzanine loans to support multifamily development efforts. It developed a niche in providing such debt on some high-profile projects in Chicago’s South Loop. At the beginning of 2009, however, Wildcat had determined that the best opportunities were in acquisitions and began exiting its existing mezzanine deals at a profit. At about the same time, the market for traditional real estate mezzanine finance dried up and many debt providers to commercial real estate lost everything as they mistakenly shared the common market assumption that rents and prices would rise forever. Thus, Wildcat had the financial resources to pursue acquisitions; Financial Commons would be its first.The PropertyThrough her research, Zaski learned that Financial Commons was a three-story, Class B+ office building located in the Chicago suburb of Skokie, Illinois. Zaski was pleased to find out that although Financial Commons had been built in 1981, it had undergone a major renovation in 2007. The property sat on six and a half acres of land, with approximately 85,812 square feet of rentable space and a large parking lot. In the fall of 2009, there were six tenants filling 90.5 percent of the rentable space. The building also had three small equal-size vacancies totaling 8,126 square feet.The MarketZaski knew that ensuring a good investment was about more than just the building attributes alone. She next investigated the financial health of the Chicago area and Skokie’s future prospects. She also wanted to make sure Financial Commons was well placed geographically so that it was accessible and appealing to tenants and that it was not located in an oversupplied market.Through market research and Tripp’s discussions with local leasing brokers and investment sales brokers, Zaski found that the Near North submarket of Chicago, of which Skokie was a part, contained approximately 14 million square feet of corporate office space occupied by strong For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

3Wildcat capital investorsKEL553Kellogg school of ManageMentcompanies, including national businesses such as Peapod and Illinois Tool Works. Although Chicago had suffered a slight population decline over the previous decade, Skokie and its immediate surroundings had seen slow but steady population growth. Further, the submarket was one of the best-performing regions outside the downtown area of Chicago in terms of its low vacancy rates and high quoted rents (see Exhibit 1).In terms of location and appeal to high-quality office tenants, Financial Commons was well positioned. The property was in an established business park that was home to dozens of employers, primarily service and professional firms. The trade area encompassed some of Chicago’s most affluent zip codes and one of the region’s strongest residential markets. The building was also less than half a mile from a 2.7-million-square-foot super-regional mall, Westfield’s Old Orchard.The Deal StructureZaski knew that Wildcat, like most commercial real estate investors, would want to use a combination of debt and equity to finance the acquisition of Financial Commons. She knew that in the fall of 2009 a bank loan, especially a commercial mortgage, was unlikely due to the freeze of the credit markets. National and regional banks had all been burned by real estate and construction lending as defaults climbed; they did not have the appetite for even low-risk property lending, and as a result loan origination had recently dipped to an all-time low (see Exhibit 2). Consequently, sales of commercial property had also collapsed, which made finding comparable sales—something buyers and sellers relied on to value their properties—a difficult task (see Exhibit 3).She began by investigating a loan through Commercial Bridge Finance, a Chicago-based mortgage broker that specialized in this market. Based on its market knowledge and relationships with various non-bank lenders, the broker felt confident Wildcat could obtain a non-recourse 65 percent loan-to-value (LTV) loan from a life insurance company at a rate of 6.75 percent. The loan would carry a five-year maturity and would amortize based on a twenty-five-year schedule. The loan would require monthly payments and—as was becoming typical in the tight credit markets—would carry a 3 percent penalty on all prepaid balances if the loan were fully repaid before maturity.Like most real estate private equity firms, Wildcat did not want to put much of its own cash into the deal, so it raised most of the equity for its investments from limited partners. As such, Zaski assumed that 95 percent of the required equity investment would come from outside investors, with Wildcat putting up 5 percent. Should there be any additional cash inflows required over the holding period, Zaski assumed that these would be split on a pari passu basis—that is, in the same proportion as the initial investment—95/5. During the holding period, the limited partners would be given an 8 percent preferred return (or “pref”) on their invested capital, with any unpaid pref accumulating forward until the property was sold. Wildcat would not receive a pref on its investment. Should there be any equity-level cash received in excess of the limited partners’ 8 percent pref, it would be split between the outside investors and Wildcat at a rate more favorable to the sponsor (known as a “promote”). For this deal, Zaski assumed that beyond the pref, Wildcat would keep 30 percent of the cash and its limited partners would receive 70 percent, although promote structures had become a key negotiation point in the difficult economic environment.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

4Wildcat capital investorsKEL553Kellogg school of ManageMentEquity cash flow coming from the sale of the property would by distributed somewhat differently. When Wildcat sold the property, Zaski assumed that after-debt proceeds would first repay its limited partners their invested capital (including missed prefs, if any). Then, Wildcat would receive its invested capital. If cash still remained, the limited partners would receive 70 percent, with Wildcat keeping the remaining 30 percent.Wildcat would also earn a 1.5 percent fee annually, charged against the initial amount of money raised from limited partners. This fee would be taken from the operating cash flow of the property and would not be considered when calculating returns to Wildcat, as this fee compensated the firm for its property management and not for its investment.The UnderwritingGiven the assignment of building a financial model for Financial Commons, Zaski began gathering the details she would need to build a six-year cash flow projection (pro forma). She chose six years because Wildcat typically had a hold period of three to five years, and she would need a forecast of net operating income (NOI) in Year 6 to estimate a projected sale price if the property were held for the full five years.The challenge for Zaski was to make realistic assumptions about the cash flows associated with the property, such as future rent and expenses. As her real estate finance professor often cautioned, “Skilled financial analysts can make a spreadsheet justify anything—so think carefully about your assumptions.”Her plan was to build a benchmark scenario based on her expectations about what would happen. She would then see how sensitive her results were to variations in her assumptions as well as to a few specific adverse scenarios.Tenant stability was especially important in the recessionary economy; property owners were being hit hard by defaults and vacancies as tenants went bankrupt. The rent roll revealed that Financial Commons’ tenants appeared to be a stable and diversified mix, including the largest locally owned accounting firm in Illinois, the headquarters and lead branch of a significant local bank, a trade association for CFAs, an investment advisory services group, a large auto lender, and a national risk and claims management services group. Zaski knew that tenant stability was an especially delicate set of projections to make, as it seemed no one knew when a recovery was coming, and it was difficult to know how these particular tenants would fare in the next few years. However, she did feel confident that the Skokie area would support a steady demand for B+ office space in the long run.To begin constructing the pro forma, Zaski read through each existing lease carefully. All leases were dated January 1 of various years and would expire on December 31 of the lease expiration year. The leases were either triple-net (NNN) or modified gross, and Zaski made a simple table (see Exhibit 4) showing lease terms for each tenant. The leases called for annual rent increases of 2 percent. As owner, Wildcat would be responsible for paying all operating expenses, with the For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

5Wildcat capital investorsKEL553Kellogg school of ManageMenttenants reimbursing Wildcat a fixed amount (per square foot) depending on their lease type, with the modified gross lease tenants providing reimbursements at a lower rate.Zaski liked that no leases would be expiring in the next two years and that no more than two tenant leases expired in the same year, reducing the risk of high concentrated vacancy. From what she had learned, all of the tenants were pleased with management (which Wildcat planned to keep on after the acquisition) and would most likely renew their leases as they came up. Balancing the attractiveness of the local market against the more fundamental weakness in leasing markets generally, Zaski assumed that all existing leases would renew at 2 percent above the previous year’s base rent, contain the same 2 percent annual rent escalation clauses, and maintain the same level of reimbursable expenses. She further assumed that she would not need to deduct leasing expenses to renew existing tenants.Zaski also thought it reasonable to assume that Wildcat could lease one of the three vacant spaces in time to collect rent during the first year of ownership. She further assumed that one of the remaining two vacant spaces would lease in Year 2, with the final space leasing in Year 3. To determine the rental rate for the new leases, Zaski examined recent vacancy and leasing trends for the area (see Exhibit 5). The average rental rate in the area was $21.80 per square foot at the end of the second quarter of 2009, but Zaski felt that because of the market downturn, $21 would be both prudent and realistic for the next couple years and that these new leases would not have annual rent increases. Each new tenant would be found through the help of a leasing broker, who would charge 2 percent of the first year’s gross rent as commission.As was typical in the industry, Zaski assumed that an additional 3.5 percent of realized rental income (potential gross income less vacancy) would be allocated for credit losses.She saw from the property’s financial statements that total operating expenses came to roughly 61 percent of realized rental revenue, so she used this ratio to forecast operating expenses in Year 1. Zaski assumed that these expenses were fixed—that is, independent of the level of occupancy—and that they would grow at 2.5 percent a year.With an exit in three to five years, it was likely that Wildcat would not need to make any major capital improvements to the property, so Zaski did not include these expenses in her benchmark scenario.Zaski also needed to plan for Wildcat’s exit. She estimated the sales price of Financial Commons by applying an exit cap rate to the next year’s forecasted NOI. For instance, a sale in Year 5 would be forecasted at a price equal to Year 6 NOI divided by an exit cap rate. Based on the experience of Tripp and the rest of the Wildcat team, Zaski assumed an 8.4 percent cap rate on exit. Although dismayed by the dearth of hard data and the complete lack of comparable office transactions in the submarket for more than a year (see Exhibit 6), Zaski saw that Wildcat could back into an 8.4 percent cap rate by assuming a sale at roughly $140 per square foot in three years, which Tripp believed was at the conservative end of what the region would support after credit markets stabilized.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

6Wildcat capital investorsKEL553Kellogg school of ManageMentThe DealWildcat was presented with the opportunity to buy the property for $10.4 million. This price represented a 28 percent discount from the current owner’s purchase price and was more than 13 percent below the currently outstanding debt.Zaski set to work to determine if Financial Commons was a worthwhile investment for Wildcat in its real estate acquisitions–focused business. She began by developing a cash flow pro forma for Financial Commons assuming that Wildcat would sell the property after a three-year hold using her benchmark assumptions (see Exhibit 7). Having completed that analysis, Zaski next had to consider how the terms of the mortgage financing and the terms of the partnership agreement would interact to determine the expected returns to Wildcat and its limited partner investors. She developed a template for modeling the equity before-tax cash flows that each investor group would receive (see Exhibit 8) and began her work.As careful as she had been with the assumptions in her benchmark analysis, Zaski knew the future had a way of diverging from expectations, so she began to review and test her underlying assumptions to determine which were most important in determining the ultimate return received by Wildcat and its investors.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

7Wildcat capital investorsKEL553Kellogg school of ManageMentExhibit 1: Performance of Office Submarkets of Chicago, Second Quarter 2009MarketNumber of BuildingsTotal Rentable Building Area(sq. feet)Vacancy (%)YTD Net Absorption(sq. feet)Quoted Lease Rates(per sq. foot per year)Central Loop10442,229,79513.10-653,538$29.31Central North70233,053,46013.80-626,885$20.55Central Northwest3577,697,34815.50-78,626$21.98Cicero/Berwyn area991,194,67411.20-22,149$18.46East Loop8427,729,35116.30-1,300,203$27.47Eastern East/West corridor83433,079,25917.40-428,717$21.11Far North2164,533,49811.70-73,701$18.27Far Northwest7959,656,43220.80-138,397$19.09Far South1833,200,48913.704,267$16.61Gold Coast/Old Town28566,08210.10-7,554$21.81Indiana5737,533,19711.104,401$16.76Joliet/Central Will5918,759,30216.70287,561$21.71Kenosha East951,5406.503,425$25.22Kenosha West771,036,21917.502,034$14.77Lincoln Park1713,232,6578.80-39,890$21.52Melrose Park area902,257,56818.30-41,028$14.82Near North41414,283,5889.70-151,522$21.80Near South Cook2913,392,82411.60-10,970$19.17North DuPage2577,702,32422.00-377,563$21.39North Michigan Avenue10315,399,92911.10-261,687$31.57Northwest city84714,967,0708.90-41,017$18.47Oak Park area1401,944,2379.509,037$21.20O’Hare41518,823,48523.60-693,419$21.47Porter County2672,283,66013.90-13,146$17.49River North21717,729,37912.10691,561$28.13River West1284,907,92313.10-114,128$18.59Schaumburg area76134,811,30219.60-1,197,740$19.55South Chicago47211,372,5999.80-56,127$17.70South Loop363,452,1735.0040,388$19.58South Route 452653,768,08713.70-44,416$18.92West Loop14249,207,78714.40-966,617$30.55Western East/West corridor1,33435,588,82716.60-205,852$20.00Totals11,002425,446,06515.00-6,502,218$23.44Source: CoStar Group.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

8Wildcat capital investorsKEL553Kellogg school of ManageMentExhibit 2: Commercial/Multifamily Mortgage Bankers Originations Index2001 Quarterly Average = 100Source: Mortgage Bankers Association.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

9Wildcat capital investorsKEL553Kellogg school of ManageMentExhibit 3: Office Property Sales ($ in billions)Source: Real Capital Analytics, Inc.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

10Wildcat capital investorsKEL553Kellogg school of ManageMentExhibit 4: Rent RollTenantSq. FeetBase Rent Year 1Annual Rental AdjustmentRemaining Lease Maturity (years)Lease TypeReimbursed Expenses (per sq. foot)Summer Weill9,959.00$241,505.752%7Modified Gross2North Shore Bank & Trust Co.44,280.00$737,262.002%3NNN5Illinois Institute of CFAs10,250.00$214,737.502%6NNN5Beverly & Torres2,844.00$66,265.202%7Modified Gross2iFinance Dealer Services6,741.00$164,480.402%5Modified Gross2APQ Consulting3,612.00$90,480.602%8Modified Gross2Suite 102 (currently vacant)2,708.67$56,882.000%NANNN5Suite 107 (currently vacant)2,708.67$56,882.000%NANNN5Suite 205 (currently vacant)2,708.67$56,882.000%NANNN5Exhibit 5: Near North Leasing and Vacancy RatesSource: CoStar Group.For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

11Wildcat capital investorsKEL553Kellogg school of ManageMentExhibit 6: Office Sales ComparablesClosing DateSquare FeetSales PricePrice Per Square FootCap Rate at SaleOccupancy at Sale1033 University Place, EvanstonJun-0892,520$19,200,000$20882%8255 N. Central Park Ave., SkokieMar-08283,008$11,000,000$395700 Old Orchard Rd., SkokieJan-0834,365$5,000,000$14566%5200–5202 Old Orchard Rd., SkokieDec-07350,559$64,000,000$1835.0%76%Source: Real Capital Analytics, Inc.Exhibit 7: Cash Flow Pro Forma for Financial Commons20092010201120122013Year 0Year 1Year 2Year 3Year 4Potential gross income1,685,377.451,715,672.081,746,572.601,778,091.13Vacancy113,764.0056,882.00Credit loss55,006.4758,057.6561,130.0462,233.19Effective gross income1,516,606.981,600,732.431,685,442.561,715,857.94Expense reimbursements332,505.33346,048.67359,592.00359,592.00Total operating revenue1,849,112.311,946,781.092,045,034.562,075,449.94Operating expenses958,684.20982,651.311,007,217.591,032,398.03Net operating income890,428.11964,129.781,037,816.971,043,051.91Capital expendituresLeasing commissions1,137.641,137.641,137.64Management fee51,870.0051,870.0051,870.00Reversion sale price12,417,284.65Property before tax cash flow from operations837,420.47911,122.14984,809.33Property before tax cash flow(10,400,000.00)837,420.47911,122.1413,402,093.98For the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

12Wildcat capital investorsKEL553Kellogg school of ManageMentExhibit 8: Equity Waterfall for Financial Commons2009201020112012Year 0Year 1Year 2Year 3EQUITY-LEVEL CASH FLOWS:Equity-level operational before tax cash flowEquity-level reversion before tax cash flowEquity-level before tax cash flowINVESTOR EQUITY CAPITAL ACCOUNT:Beginning equity investment balanceAnnual preferred investmentPreferred return earnedPreferred return paidAccrued but unpaid preferred returnEnding equity investment balanceWILDCAT EQUITY CAPITAL ACCOUNT:Beginning equity investment balanceAnnual subordinated investmentEnding equity investment balanceOPERATIONAL CASH FLOW:Investor-level cash flowsWildcat cash flows (excluding management fee)REVERSION ALLOCATIONS:Investor return of equity (with preference)Wildcat return of equityInvestor additional proceedsWildcat additional proceedsREVERSION CASH FLOW:Investor-level cash flowsWildcat-level cash flowsTOTAL EBTCF:Investor-level cash flowsWildcat-level cash flowsFor the exclusive use of X. Hu, 2023.This document is authorized for use only by Xinying Hu in Products and Emerging Trends taught by Seydina Fall, Johns Hopkins University from Sep 2023 to Mar 2024.

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