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Alceon UPG Corporate Trust IM 20231115
Alceon UPG Corporate Trust IM 20231115
Alceon is pleased to offer eligible investors the opportunity to participate in the Alceon UPG Corporate
Trust (the "Fund"). This Information Memorandum ("IM") provides further detail on the Project, Sponsor,
investment terms, and financial returns.
The Fund will raise $80m of investor commitments in the form of senior loan notes ("Investment
Commitment") which will be fully drawn at inception to advance an $80m corporate facility ("Facility") to
Universal Property Group ("UPG" or "Borrower"). The Facility will be progressively repaid over the 12-
month term from excess proceeds on the settlement of completed houses and townhouses which are
being funded via other existing Alceon senior debt facilities. In this regard there are 4 underlying projects
in the northwest of Sydney that are either fully complete (290 dwellings) or due to complete between
December 2023 and July 2024 (192 dwellings), from which a fixed amount will be swept upon settlement
of each dwelling to fully repay the facility over the 12-month term. The primary loans on these houses and
townhouses sit at an average 56% Loan to Value Ratio (“LVR”), which increases to 76% when including
this Corporate Facility. The Corporate Facility accordingly benefits from the first mortgage security held by
the Alceon lender entities, with repayment pursuant to priority arrangements set out below upon
settlement of each dwelling. The Corporate Facility additionally benefits from a suite of other registered
first mortgage security within the Alceon pool of cross collateralised security, as detailed in Section 5 of
this IM.
Investors are forecast to earn a 21.7% net IRR and 1.13x cash multiple over the 12-month investment
term, inclusive of a 19.8% p.a. monthly nominal interest payment on capital invested. Investor capital is
expected to be progressively repaid on a monthly basis over the 12-month term (refer Section 7.2).
Fund Alceon Finance Pty Ltd ATF Alceon UPG Corporate Trust
Underlying 15.0% pa interest rate on the daily drawn facility balance, payable monthly in
Facility Key arrears;
Terms 7.5% pa line fee on the Reduced Facility Limit, payable monthly in arrears;
The Facility is not redrawable and the Borrower may progressively cancel the
Facility Limit in increments of $5.0m on and from the first day of each calendar
month;
The Facility is subject to a $12.0m minimum earn provision;
Primary facility repayment shall be via the sweep of $250k per house and $150k per
townhouse (unless increased or decreased at Alceon’s discretion) on 4 specifically
identified projects in the northwest of Sydney that are either complete or expected to
complete during the facility term which sit within Alceon’s existing senior first
mortgage security pool.
A corporate undertakings side deed will define required liquidity covenants and
reporting obligations to be adhered to during the facility term.
Facility Security As tabled further on in this IM, the facility benefits from the registered first mortgage
security held by other Alceon lender entities. The primary source of repayment of
the facility will be via the sweep of $250k per house and $150k per townhouse
(unless increased or decreased at Alceon’s discretion) on 4 projects which are
funded by existing Alceon first mortgage facilities;
The Facility sits within the cross collateralised pool of Alceon registered first
mortgage facilities. As tabled further on in this Information Memorandum, these
facilities have a primary LVR of 59%, an LVR after the corporate facility of 65% and
embedded borrower equity of approximately $489m;
The Facility also benefits from corporate guarantees from a number of UPG
subsidiary entities outside the Alceon cross collateralised security pool. The number
and value of these guarantees is being firmed up prior to facility execution but
should only be considered as added comfort for investors.
Forecast Investor 21.7% net IRR and 1.13x cash multiple over the 12-month investment term (with the
Return facility not redrawable and to be progressively repaid over the term).
Investors will receive monthly interest at a rate of 19.8% p.a. on drawn capital
Alceon Fee The Forecast Investor Return of a 21.7% net IRR and 1.13x cash multiple is after the
Investment Manager’s entitlement to the following fees and returns:
Structure
Direct Fees (i.e., Arranger Fees, Extension Fees, Exit Fees, etc) payable by the
Sponsor directly for arranging, underwriting, and managing the underlying facilities,
noting that this does not impact the net investor return on Investor Loan Notes as
described in this IM;
A Management Fee of 1.0% p.a. (plus GST) on the committed facility outstanding,
payable quarterly in arrears (“Alceon Management Fee”); and
A Performance Fee (“Alceon Performance Fee”) of 20% over a 10% IRR hurdle rate
(“Hurdle Rate”). Once Fund investors have achieved the Hurdle Rate return, Alceon
will be entitled to 20% of all proceeds above the Hurdle Rate.
In an Event of Default in any underlying facility, a 40% share of any default interest
income received from the underlying Facilities will be retained by the Investment
Manager to cover any enforcement and recovery action taken in the event of default.
UPG was founded in 1997 and is an experienced integrated developer / builder based in Western Sydney
with a track record of delivering quality residential projects for over two decades in Sydney’s West. The
Sponsor has delivered over 8,000 dwellings and is a multi-disciplinary property development company
capable of delivering housing solutions consisting of villas, townhouses, apartments and house and land
packages.
UPG was founded by Bhart Bhusan who has over 25 years’ experience in the housing and construction
industry in Australia and overseas and is supported by his two brothers Sanjeev Kumar and Rajinder
Mohan who are co-owners. UPG actively manages the entire development and investment process, from
initial purchase through to sale of completed housing. UPG is currently focused on medium and large-
scale master planned residential communities and the development of medium and high-density
residential apartments as well as mixed use property developments.
The Sponsor is fully integrated and undertakes 100% of their own construction, which includes the
apartment projects that typically span up to five storeys, townhouses and detached housing. Many of the
main construction trades (i.e., electrical, tiling and plumbing) are internalised along with the construction
of kitchens and bathrooms. The Group also has a small internal sales team that coordinate sales with the
combination of offshore and local agents.
UPG currently has over 22,000 apartments and 3,500 houses in its pipeline. The projects are
predominantly located in Western Sydney and centred around transport nodes and infrastructure. The
product is targeted at the affordable end of the market and the buyer profile is majority owner-occupier.
The audited financial statements of UPG report net assets of $289m as at 30 June 2022, with EBITDA of
$275m and NPAT of $63m. On Alceon’s assessment of the unaudited project and financial information
provided, a reasonable assessment of the current net equity value of UPG would be in excess of $1bn,
with estimated look-through gearing in the range of 60%.
All of the facilities advanced by Alceon to UPG hold registered first mortgage security and are cross-
collateralised, enabling the ring-fencing of all secured properties in a default scenario. There is a
proceeds sharing deed in place between all Alceon lender entities, allowing for the pro-rata sharing of
excess proceeds in a default scenario amongst Alceon lender entities following full repayment of any
primary facility.
Further information on the Sponsor’s projects is available at the company’s website: www.bathla.com.au
The Corporate Facility benefits from the registered first mortgage security held by other Alceon lender
entities. As detailed below, 4 specific facilities which are secured by completed or soon to be completed
dwellings, will be the primary source of facility repayment.
By contractual agreement, the borrower will direct proceeds from individual settlements at 4 specifically
identified projects which are fully funded on a cost to complete basis by other Alceon facilities to
repayment of the Corporate Facility. These projects are all located in the northwest of Sydney and are
either complete or are due to complete construction between December 2023 and July 2024, as profiled
in the following table and as further detailed in Section 6 overleaf (unless the sweep amount is increased
or decreased at Alceon’s discretion):
In the unlikely event that any of the primary facilities above are placed into default, the primary facility may
elect to sweep 100% of settlement proceeds until the primary facility is repaid. In this case, the Corporate
Facility repayment would be delayed and repayable only after repayment of the primary facility.
The Corporate Facility additionally benefits from the cross collateralisation of all other Alceon funded first
mortgage facilities. In the event that the Alceon UPG facilities are all placed into default, the excess
security proceeds after repayment of each primary facility, are shared amongst remaining Alceon facilities
on a pro-rata basis until all facilities are repaid. A summary of the Alceon cross collateralised security pool
is summarised in the following table:
In addition to the above recourse security, the Corporate Facility benefits from corporate guarantees from
a number of UPG subsidiary entities outside the cross collateralised security pool. The exact number and
value of these guarantees is still being formalised ahead of facility execution but investors should only
regard these guarantees as added comfort in an event of default.
1.
Properties
1140- The Marsden Park site is located on the southwestern side of Richmond
1160,1132,1086 Road, approximately 500 metres northwest of the intersection of Garfield
Richmond Road, Road West.
Marsden Park, The project originally comprised the development of 1,116 dwellings, with
NSW 425 houses and townhouses completed and settled to date, 20 houses and
270 townhouses completed and yet to settle and a further 401 apartments in
early-stage construction.
The primary Alceon Marsden Park facility is currently sweeping 70% of the
net proceeds on each settlement, with the Corporate Facility to sweep $250k
per house (from the forecast excess of $301k per house) and $150k per
townhouse (from the forecast excess of $214k per townhouse) unless
increased or decreased at Alceon’s discretion.
Settlements are currently averaging around 25 dwellings per month.
39-43 Hynds Road, The subject site is located on the eastern side of Terry Road and northern
Box Hill NSW side of Hynds Road in Box Hill, which is 42km by road northwest of the
Sydney CBD. The proposed Box Hill town centre is to be located
approximately 150m to the north of the site.
The project comprises the construction of 233 townhouses over 3 stages.
Stage 1 (41 townhouses) and Stage 3 (67 townhouses) are on track to
achieve practical completion in December 2023 and July 2024 respectively,
with construction of Stage 2 (125 townhouses) yet to commence.
Stage 1 cost to complete is $1.6m and Stage 3 cost to complete is circa
$11.4m, both fully funded via an Alceon senior secured facility.
Upon completion, the primary Alceon senior facility is expected to sweep
75% of the net settlement proceeds, with the Corporate Facility to sweep
$150k per townhouse (from the forecast excess of $176k per townhouse)
unless increased or decreased at Alceon’s discretion.
16-18 Clarke The project comprises 30 subdivided residential land lots and 2 balance lots
Street, Riverstone, with DA consent to build 30 houses.
NSW Construction is 56% complete and forecast to fully complete by 31 July
2024, with the cost to complete fully funded by the Alceon primary senior
secured facility.
Upon completion, the primary Alceon senior facility is expected to sweep
75% of the net settlement proceeds, with the Corporate Facility to sweep
$250k per house (from the forecast excess of $291k per house) unless
increased or decreased at Alceon’s discretion.
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Alceon UPG Corporate Trust - Forecast Senior Note Investor Cashflows per $100,000 invested
Month Date Drawdowns Underlying Principal Fund Net Principal % Commitment MOIC
Income Repaid Fees Cash Flow Net Drawn Drawn
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The Fund is sized to $80m and will be capitalised with $80m of Loan Notes issued to investors. An
indicative transaction structure is presented below for illustration purposes only. The Manager reserves
the right to amend the transaction structure to minimise any adverse tax or other relevant legal and
security issues.
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All investments are subject to risks, including those that apply generally to any investment as well as
investments of this nature. Some of these risks can be mitigated by appropriate action, safeguards and
procedures. This section describes the key risks considered to be applicable to this opportunity but
should not be considered an exhaustive list of all possible risks associated with investments of this nature
and transaction structure.
Risk Description of Risk Mitigation / Comment
Counterparty Risk Alceon typically relies on a number of Alceon’s credit assessment process
counterparties during its investment involves rigorous channel/industry checks
process. Non-performance of any of and references on both our borrowers and
the counterparties can impact the their contractors. UPG has longstanding
performance of an underlying loan. relationships with Alceon with well-
established track records.
Default Default or non-performance of parties UPG has a proven track record in
in the development process including residential development.
construction contractors, consultants Contractual arrangements provide capacity
and tenants or guarantees. to enforce under any security and
guarantees.
Economic General economic activity such as A general slowdown in economic activity
contraction in the Australian or global impacting the project delivery or sales is
economy may reduce the demand mitigated by:
Relatively short development horizons
Fixed price construction contracts (with
Alceon possessing deep industry
contacts to be able to replace builders if
ultimately necessary)
Alceon closely monitor the borrower’s
cashflow position and have undertakings in
place to track the Group’s ongoing delivery
and sales performance.
Environment Changes in environmental laws which Any in-ground and environmental risks are
may obligate the current landowners adequately covered by contingency and at
to remediate land regardless of being the senior financier’s discretion to allow
unaware of the contamination usage of or require further equity funding
from the sponsor
Financing Potential default on interest payments Each sponsor must satisfy the cost to
and inability to fully repay debt from complete test demonstrating that at all times
sale proceeds there are sufficient undrawn funds to
complete the project (including adequate
equity funds to be invested in each project)
Force Majeure Force majeure events such as fire, Where possible, practicable and feasible,
earthquakes, storms, etc. insurance will be obtained by each sponsor
in order to mitigate these risks.
Interest Rate Risk A change in interest rates relative to Investors earn a high-yield return on this
the underlying facility interest rates opportunity.
Liquidity Risk Investors do not have redemption The investment term is predicated on the
rights or early exit entitlements. There tenor of 4 specifically identified UPG
is no active secondary market for the projects. The investment is relatively short-
type of loans Alceon sources. dated and is expected to mature within a
12-month period.
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