Presented by: Jayesh Kariya Partner - International Tax and Regulatory 5 September 2015 Funding Avenues for Real Estate Sector Real Estate Conclave - Kolkata

Presented by:Jayesh KariyaPartner - International Tax and Regulatory5 September 2015

Funding Avenues for

Real Estate SectorReal Estate Conclave - Kolkata

ACAE Chartered Accountants Study

Circle - EIRCKolkata

2© 2015 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

The journey ahead…

1 Overview

3 Foreign Funding Avenues – FDI/FPI/ECB

4 Domestic Funding Avenues

2 Funding Avenues – An Overview

5 Summing Up


Overview


Source: DIPP, NSDL , Cushman and Wakefield Research, VCC Edge Venture Intelligence and Bloomberg

Staggering growth in foreign Investments witnessed in 2014-15

Total FDI inflow was US$ 380.21 Bn (April 2000 – June 2015)

FDI inflow was US$ 19.39 Bn (Jan, 2015 - June, 2015) against US$ 14.97 Bn in the corresponding previous year (30% growth)

In the PE sphere 350 transactions valued at US$ 12.7 Bn were announced in first half of FY 2015

The Real Estate space witnessed US$ 34 Mn of FDI investment (April, 2015 – June, 2015)

PE funds have pumped in US$ 1.68 Bn in the commercial and residential real estate in six months ended June 2015, compared to US$ 0.6 Bn a year earlier

FII’s pumped in an astounding INR 105.92 Bn (Jan 2015 – June 2015)

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 (YTD*)

0

10

20

30

40

50

25.821.4

35.1

22.4 24.3 25.5

37.7 34.8

46.5

34.3 36 37.7

FDI Flows

Equity Inflows Total Inflows

Amou

nt U

S$ B

illio

n

Estimated that foreign investment into real estate in India will increase to US$ 25 billion over the next 10 years

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 (YTD*)

-5000

50010001500200025003000

FII Net Inflows

Equity Debt TotalAm

ount

INR

Billi

on


Recent funding transactions in news …

• SEBI has allowed 158 entities to set up AIFs newly created

class of pooled-in investment vehicles for real estate,

private equity and hedge funds in about three years

• Among the newly registered AIFs are HDFC Capital

Affordable Real Estate Fund, Unicorn India Ventures Trust,

Arthveda Affordable Housing Trust and Blume Ventures

India Fund

SEBI permits 158 AIF’s to operate in

India

• IREF is targeting to raise a total of Rs 1,000 crore under the

first scheme of Indiabulls' Alternative Investment Fund (AIF)

• The commitment of around Rs 300 crore includes funds

raised from high net worth individuals, institutional investors

and family offices.

Indiabulls Real Estate Fund raises Rs

300 crore from investors

• Realty major DLF on Monday raised Rs 375 crore

through non-convertible debentures (NCDs) as part of its

strategy to boost internal cash flows.

• The company is also planning to launch two real estate

investment trusts (REITs) this fiscal year to monetize its

rent-generating commercial assets

DLF Raises Rs 375 Cr Through

NCDs

• Warburg Pincus will be investing Rs 1,800 crore in

Piramal Realty for a minority stake at entity level

• The capital raised through equity transaction will be

used to expand Piramal Realty’s portfolio and acquire

land parcels in and around Mumbai

Warburg Pincus to invest Rs 1,800

crore in Piramal Realty

Real estate among top favoured sectors for PE and VC investments


• Parsvnath Developers has allotted unlisted, secured,

redeemable, non-convertible debentures having face value

of Rs 5 lakh each aggregating to Rs 355 crore on private

placement basis

• The fund has been raised from Edelweiss and it will be used

to prepay debt of the company

Delhi-based builder, Parsvnath

Developers raised Rs. 355 crore from

Edelweiss• Piramal Realty, the real estate development arm of the

Piramal Group has said that US investment bank Goldman

Sachs has agreed to invest $150 million (Rs 900 crore) for a

minority stake in the company

• The funds will be used to expand the company’s real estate

portfolio and acquire prime properties in and around Mumbai

Goldman Sachs to pick stake in

Piramal Realty

• Raised Rs.255 crore through a NCD issue from NBFC

Indostar Capital Finance Ltd

• NBFCs still remain a fairly active lot of investors in the

real estate industry and are competing with a number of

PE funds who have been doing more debt or debt-

equity structured transactions, as they chase

developers who are in need for capital

Total Environment Building Systems

raised Rs 255 crore from Indostar

Capital Finance

• Lodha raised Rs.542 crore through a non-convertible

debenture sale to Kotak Realty Fund for a portion of

the Palava project.

Lodha raised Rs.542 crore through a

NCD sale to Kotak Realty Fund

Recent funding transactions in news …


Weak financial markets limiting developers and institutional lenders to raise equity and debt capital

Weak global and local economy restricting flow of equity capital

Lack of institutional funding (the maximum tenure of any capital is about 4 to 5 years leading to multiple rounds of fund raising by developers)

Lack of lending sources available to real estate developers to acquire land which accounts for about 20-40 per cent of a real estate project

Weak financial markets Weak financial markets

22Weak global and local economy Weak global and local economy

33

Lack of institutional funding Lack of institutional funding

44Lack of lending sources at initialization and land acquisition stage

Lack of lending sources at initialization and land acquisition stage

11

Lack of organized functioning of industry restricting raising of finance

Perception of high risk industry leads to higher borrowing costs

Unorganized nature of the industryUnorganized nature of the industry

66Perception of high risk industryPerception of high risk industry

55

Key funding challenges in Real Estate Sector


Funding Avenues – An Overview


Funding Avenues

FDI

NBFC Funding

Listed NCDs

REIT

AIF

ECB

Bank / Construction Finance

Crowdfunding*

Funding Avenues

*SEBI had issued a Consultation paper on Crowd-funding in July 2014. As per the Consultation paper, the crowdfunding is not allowed for real estate business

• Close-group Investor funding

• LRD for leased commercial properties

• PMS – Real estate a preferred asset class

• Use of innovative JDAs


► Funding options keep re-inventing supported by ever changing external (local & global economy; country risk; political scenario etc.) and internal (developer credibility; demand supply equation etc.) dynamics of the RE sector

► Recently introduced REIT regulations may provide an alternate channel for raising funds offering a structured and perpetual source of capital

Major Channels of Financing in Real Estate Development in IndiaMajor Channels of Financing in Real Estate Development in India

Pre-2005 2005-07 2008-09 2010-11 2012-13 2014-15e10%

15%

20%

25%

30%

Construction debt Mezzanine finance Equity

► Extrinsic and intrinsic factors determine the cost of funding

► Extrinsic factors — INR-USD depreciation/appreciation; Country risk; GDP growth; Domestic interest rates etc.

► Intrinsic factors — Developer risk; stage of funding; project risk; background of developer etc.Cost of funds have declined in recent years

suggesting improving fundamentalsRapid Increase due to global liquidity crisis

Cost under various funding optionsCost under various funding options

Funding mechanism in RE sector has gained

depth and maturity over last decade

Pre-2005 2005-2007 2008-2009 2010-2011 2012 2013-2014

Bank Lending

Private Lending

Offshore Listing

IPO

NBFC Lending

Bank Lending

Private Lending

Offshore Listing

IPO

PE Fund

ECB

NBFC Lending

Offshore Listing

IPO

ECB

Bank Lending

Private Lending

NBFC Lending

QIP

PE Fund

Private Lending

NBFC Lending

QIP

PE Fund

Offshore Listing

IPO

ECB

Bank Lending

Private Lending

NBFC Lending

PE Fund

Bank Lending

Offshore Listing

IPO

ECB

QIP

Offshore Listing

IPO

ECB

QIP

Private Lending

NBFC Lending

PE Fund

Bank Lending

High / MediumLevels of Activity Low


Funding options available at Value Chain LevelFunding options available at Value Chain Level

•Stage 3 (construction)•Private equity•Mezzanine debt•Bank funding (12-15% for 4-5 years)

•Stage 4 (exit)•REITs•LRD/CMBS (for leverage buyout)

•Foreign listing

•Stage 2 (approvals)•Private equity (24-25% for 4-5 years)•Mezzanine debt (18-24% for 2-4 years)

•Stage 1 (Obtaining land)•Joint Venture (till the end of project)

•Private debt (24-30% for 2-3 year)

•Outright purchase Project initiation and

land acquisition

(0-2 year)

Approvals

(2-3 years)

Project development (4-10 years)

Handover and

operation

Preferred Financing Options by DevelopersPreferred Financing Options by Developers

Established / preferred sources of funding

in Indian real estate market

Real Estate Mutual Funds (REMFs)Established in form of trust which invest

directly/indirectly in real estate assets

Real Estate Investment Trust (REITs)Corporate structure that buys, sell and manage

real estate assets and are publicly traded

Specialized Real Estate Investment OptionsSpecialized Real Estate Investment Options


Foreign Investments in India – FDI/FPI/ECB


Foreign Investments in India – An Overview

1. FDI Route 2. FPI Route 3. ECB Route

Foreign Investment in Real Estate

• Construction Development - PN 10 of 2014

• Hotels and Hospitals

• Industrial Parks – PN 3 of 2008

• Educational Institute/ Old age home

• Investment in SEZ (SEZ Developer)

• Hospitals

• Hotels

• Units in SEZ

• Affordable Housing*

• SEZ Developers*

• Listed shares of corporate developers

• Listed corporate debt:

Overall USD 51 billion investment limit available

*Permissible under Approval Route

4. NRI Route

• Unlisted securities on repatriation and non-repatriation basis

• Direct purchase immovable property other than agricultural property, plantation or a farm house


C

O

N

D

I

TI

O

N

S

Project-related guidelines

Minimum foreign investment – USD 5 million

Funds to be brought into India within 6 months. Subsequent tranches can be brought till the period of 10 years

Issue of shares within 180 days of receipt of inward remittance

Minimum area requirements: no minimum area requirement for serviced plots and 20,000 sq. meters for construction development projects

The Indian Investee company will be permitted to sell only developed plots

Project to comply with norms laid down by state, municipal, etc*

FDI not allowed in

Real Estate Business; or

Construction of Farm House; or

Trading in Transferable Development Rights

Investment-related guidelines

1st

2nd

Exit permissible on completion of project or on development of trunk infrastructure (i.e. roads, water supply, street lighting, drainage and sewerage). Any repatriation of FDI or NR to NR transfer prior to completion of project will require FIPB approval

1st and 2nd condition (except condition to obtain approvals from local bodies) is not applicable where investment is made in JV/WOS which has committed at least 30% of project cost for low cost affordable housing

PN 10 of 2014 does not apply on investment by NRI’s

Exit

Key Conditions prescribed in PN 10 of 2014


Key Impact Areas of PN 10 0f 2014 on FDI Route

• Eligibility under new FDI Policy• Applicability of new exit restrictions? • Applicability of minimum capitalization norms - project wise,

bringing additional funds, etc.?

Existing Investments/Projects

New Investments/Projects

Exit through NR to NR Transfer

• Approval for NR to NR transfer before completion of trunk infrastructure or project

Unused/ Idle Parcel of Land

• Disposal of unused / idle parcel of land permissible through FIPB approval

KeyImpact Areas

Completed Projects• Exit from completed projects through FDI route for operation and

maintenance

• Reduced minimum capitalization• Single Company structure vs. SPV structure• Entry and Exit point• Relaxation for Affordable Housing Projects


How does one Finance Business and Operations?

Funding instruments for Real Estate sector

EQUITY

CCPs

CCDs

OptionallyConvertibles

Redeemables

DEBT

ECB

MEZZ

Capital Auto Route

ECB, conditions

and restrictions

apply

Currently, Mezz FDI is

permissible only in form of CCPS and CCD

Equity/ADR/GDR

CCPS

CCD

Optionally Convertibles

Redeemables

Debt

Capital structure for the Indian entity needs to be appropriately structured to ensure smooth business operations and also repatriation in a tax and regulatory efficient manner. Appropriate capital structure also helps in addressing control issues


Offshore Investor

Project SPV

Overseas

India

Subscription of Listed NCDs

Registered

as FPI

• No minimum amount criterion

• Pricing guidelines not applicable on investment as well as

redemption

• No end use restriction

• Ability to distribute higher coupon (as compared to CCDs)

• Redemption of listed NCDs at premium to achieve

commercially agreed IRR

• Creation of security possible - RBI approval required on

case of enforcement of security and repatriation

• Tax efficient from developers perspective – can be

structured as per project cash flows

• Lower withholding tax of 5.41% on interest for FPIs for

loan funding between 1 June 2013 and 31 May 2017 (as

against tax rate of 21.01% / 21.63%) on the maximum

coupon rate not exceeding 500 basis points over the base

rate of SBI

FPI Route – Listed NCD

Simplified structure for investment in debt instruments

– tried and tested structure


Infrastructure

• Hospitals (capital stock and includes medical colleges and para medical training institutes)

• Hotel Sector o Hotels with fixed capital investment of atleast Rs. 200 crore; o Convention centres with fixed capital investment of atleast

Rs. 300 crore; and o Three star or higher category classified hotels located outside

cities with population of more than 1 million

• Automatic route - USD 750 mn• Beyond USD 750 mn - under approval route

Services• Hotels (other than those covered above), Hospitals (stock-in-

trade)

• Automatic route - USD 200 mn• Beyond USD 200 mn - under approval route• ECBs cannot be used for the purchase of land

SEZ Developers

• Infrastructure facilities• Approval route• Includes ‘Industrial Park’ within SEZ

• ECBs may also be raised by companies in infrastructure and service sector from foreign equity holders for general corporate purposes (including working capital) with minimum maturity of 7 years provided atleast 25% of paid-up capital is held by lender

• Security of immovable property / securities permissible subject to conditions

• Coupon at a higher than all-in cost ceiling – under approval route

• Other conditions – Eligible lender, minimum maturity, end-use restrictions, etc to be complied with

• Lower withholding tax rate of 5% applicable on interest payable on ECB

ECB allowed for Affordable Housing Projects

ECB Route

ECB sectoral conditions


Eligible Borrowers – Developers/ BuildersRegistered CompaniesMin 5 years of experience in residential projects No financial commitment defaults No litigation in project Conformity with master planObtain all clearances

End-use Restriction

Proceeds should be utilised only for low cost affordable housing units and shall not be utilised for land acquisition

Definition of Eligible Project Atleast 60% of FSI would

be for units having max. Carpet area of 60 sq. meters (equivalent to 646 sq. ft.)

SRA projects

ECB Guidelines

Eligible Borrowers – HFC’sRegistered with NHBNOF for last 3 FY >= 300 CrECB within HFC’s overall limit of 16 times of NOF NPA =< 2.5 % of the net

advancesMax. Loan – Individual buyer – 25 Lakh (Subject to individual

housing unit =< 30 lakh)

General guidelinesNHB to act as Nodal agency –will

approve the project and forward to RBINot permitted to raise FCCB’s under

this schemeAll other conditions of ECB applicableAggregate limit of USD 1 billion

fixed – subject to annual review

Whether eligibility criteria to be satisfied either at Group Level or SPV level

Issues

Whether SRA projects needs to satisfy the criteria of 60 sq. meter

No borrowing limit specified for individual developers/ builders

Merger of two units –satisfy the criteria of 60 sq. meter

Whether terraces, common area, balconies, etc. would be included in 60 sq. meter

ECB Allowed for Affordable Housing Projects

Total ECB availed is USD 265.7 million from Jan 15 till July 15 as per RBI website


Domestic Funding Avenues


Investment Committee

Investee Co 1

Investee Co 2

Investee Co 3

Investment Management Agreement

AIF

Management fees and carry

Investment Manager

Settlor / Sponsor

Investment in securities of unlisted companies or interest

in LLP

Domestic Investors

Trustee

Sponsor contribution

AIF Structure


CATEGORY I

• AIFs with positive spillover effects on economy

• Incentives given by SEBI, GOI, or other regulators in India

• Includes -• VCF

• SME Funds

• Social Venture funds

• Infrastructure funds

• Others – as may be specified

• Close ended funds – minimum tenure of 3 years

• Not to invest more than 25% of corpus of AIF in one investee co

CATEGORY II

• No incentives given by SEBI, GOI, or other regulators in India

• Includes - • Private Equity funds

• Debt funds

• Other funds (not falling under Category I or III)

• Close ended – minimum tenure of 3 years

• Not to invest more than 25% of corpus of the AIF in one investee co.

• Limited asset-side restrictions

CATEGORY III

• AIFs which trade for making short term returns, includes hedge funds / PIPE funds, etc.

• Employs diverse or complex trading strategies

• Open ended / close ended

• No incentives given by SEBI, GOI, or other regulators in India

• Directions to be issued by SEBI for regulation of this category of AIF

• Not to invest more than 10% of corpus in one investee co.

Generally real estate fund are registered as Category II – Out of total 158 AIFs registered with SEBI, more than 28 AIFs are real estate fund

.. SEBI AIF Regulations – Categories of AIF..


Income distributed taxable in

hands of investors on accrual

basis

Category I and II AIF (Pass through status

- Income exempt under Section

10(23FBB) of the Act)

Category III AIF (Income not exempt under

Section 10(23FBB) of the Act)

Other provisions of

Act to apply

Income may be taxable

in hands of SettlorDiscretionary

No

YesYes

NoContributions

made to trust

revocable?

Income taxable in hands

of contributors

Is it a discretionary

or a determinate

Trust?

Settlement made

to trust

revocable?

Income of Trust would be taxed in hands

of Trustee as representative assessee in

like manner and to same extent as taxable

in hands of beneficiaries

Income of the Trust would be

charged to tax in hands of

Trustee at MMR i.e. 30%

Determinate

In case of business income earned by the Trust, whole of income would be liable to tax at MMR

Arguable that capital gains rate over-ride MMR provisions in case of discretionary trust

AIF

AIF Tax considerations (Trust structure)


Investee company

Tax efficient jurisdiction

India

FDI Entity

Loan / OCDs / OCPRs / RPS

RBI Registered

NBFC

Tax efficiency and concentration norms to be evaluated based on

commercials

NBFC Route

Key Benefits• Lending possible without any sectoral

restrictions• No restriction on rate of interest• Security possible • Easy repatriation of capital• Possible to diversify into other financial

services business with domestic clients• NBFC – “QIB” status under SARFAESI• No lock-in for real estate (if NBFC Indian

owned and controlled)• Listing possible

Key Concerns• Costlier funding avenue• Not very tax efficient as compared to FDI• Regular filing and other compliances with RBI

to be monitored


InvestmentManagement agreement

Sponsor

Investors

REIT

Investment Manager

Sponsor Contribution units

Valuer

Full valuation

Trustee

SPV

InvestmentManagement fees

Real estate assets

REIT - Structure

Mechanics:

• Sponsor to set-up a trust and appoint an independent trustee

• Trust to be registered as REIT with SEBI

• Trustee to appoint Manager

• Manager to appoint Valuer

• REIT to hold / propose to hold commercial real estates assets worth Rs.500 crores

• Manager to obtain in-principle approval from stock exchanges for raising funds through initial offer

• REIT to raise funds through initial offer from the public, within 3 years of registration with SEBI

• REIT to make investment in real estate assets

• REIT to generate and distribute 90% of net cash flows to its unit holders

• Unit holders can trade in units of REIT on the stock exchange

http://www.google.co.in/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&docid=F9_fvoL29ue9cM&tbnid=sAijqtZP2YYdaM:&ved=0CAUQjRw&url=http://www.fotosearch.com/UNC244/u26871639/&ei=syLDU9bBINGl8AWtsYLgDA&bvm=bv.70810081,d.dGc&psig=AFQjCNHvbaiOepACN2IDCiKjsRlmWVQKtw&ust=1405383591120608

http://www.google.co.in/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&docid=F9_fvoL29ue9cM&tbnid=sAijqtZP2YYdaM:&ved=0CAUQjRw&url=http://www.fotosearch.com/UNC244/u26871639/&ei=syLDU9bBINGl8AWtsYLgDA&bvm=bv.70810081,d.dGc&psig=AFQjCNHvbaiOepACN2IDCiKjsRlmWVQKtw&ust=1405383591120608


REIT– Challenges

Tax inefficiency – Not a complete pass-through status

Stamp duty cost on transfer of immoveable property to REIT i.e. 5 to 12 percent depending upon the state in which property is located

Better interest yield on other fixed income products remain deterrent to the retail investors

Soft real estate market conditions (i.e. enhanced transparency and good governance) and asset quality affect the potential for a REIT market


Summing Up


FDI

FPI Route

ECB

AIF

REIT

Crowdfunding

Bank/ Construction

Finance

NBFC

Higher funding cost

No easy exit mechanism

Available to high net worth developers

Regulated Market

End use restrictions

Stringent conditions

Low interest rate

Regulated Market

High administrative and compliance cost

Open only for commercial real estate projects and

large developers

Tax inefficient and high stamp duty cost

Not available for Real estate business

Globally accepted

Most popular construction finance

Relatively higher cost

Less regulated than banks

Security Mortgage

Higher interest rate

Tax inefficiency

Summarizing Funding Avenues


Creditability

Track Record

Real Estate Experience

Good Governance

Portfolio of Project Asset

IRR of Project and Security

Developers Due Diligence Project Due Diligence

Marketability

Management Team Project Life Cycle

Investor’s Expectations ….

Ease of Exit/Repatriation


► Understanding the funding requirement i.e. size of project, project life cycle, etc.

► Nature of the asset class, risk and other factors associated with the Project

► Cost of funding and return expectation i.e. IRR, interest coupon rates, YTM, etc.

► Evaluating macro and micro economic factors including regulatory policies – Domestic vs International leverage

► Tax and cost efficiency for raising finance

► Easy exit mechanism to investors

► Security enforcement – Principal and interest protection

► Regulatory compliances i.e. Obtaining approvals and routine compliances

Selection Parameters


Significant Demand for Affordable Housing

China and Europe Slowdown

Vision - Housing for All by 2022

Interest Rate Cut

Improved Tax and Regulatory Environment

REIT and Other Innovative Products

100 Smart Cities

More Transparency and Good Governance

Improving perception as High Risk Industry

Future Outlook


Q&A

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

© 2015 KPMG, an Indian Registered Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

The KPMG name, logo and ‘cutting through complexity’ are registered trademarks or trademarks of KPMG International Cooperative (KPMG International).

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Documents

Presented by: Jayesh Kariya Partner - International Tax and Regulatory 5 September 2015 Funding Avenues for Real Estate Sector Real Estate Conclave - Kolkata