From PropCo to WholeCo..

Real estate platforms are priced differently from the buildings they own: part of the value comes from rent, part from a management business earning fees. Over two days, delegates build a full platform model from lease-level cash flows through to a valuation range, working on various case studies. For deal-facing real estate finance professionals.

You are asked to price a European real estate platform. The seller’s information memorandum gives you EPRA Earnings and EPRA NTA neither of which is a cash flow. The sponsor wants an entry price that clears a 20% IRR. A joint venture partner holds a promote, a performance fee that must be stripped out before you reach distributable equity. And roughly half the value sits not in the buildings but in a management business earning fees on third-party capital. How do you go about it?

This two-day course builds the model that real estate M&A and investment teams actually need. Day one constructs the cash flow architecture: layering individual property companies (PropCos) into a single platform or WholeCo view, and the promote waterfall that sits between the platform and its shareholders. Day two turns cash flow into value: the EPRA reporting framework, the tax and structuring items and four valuation approaches reconciled into a defensible valuation range.

Delegates work throughout on various independent case studies that targets specific areas of an investment model.

On this course you will:

1. 1. Aggregate multiple PropCos into a portfolio cash flow
   2. Build a WholeCo view by layering property income against management fee income and platform overhead, and explain why the whole differs from the sum of the parts.
   3. Price the difference between an asset deal and a share deal, and say which one the seller will accept.
   4. Model a JV promote waterfall with tiered IRR hurdles and catch-up, and calculate post-fee, post-tax cash flow to each equity party.
   5. Put tax inside the model: transfer taxes, withholding, deferred tax, interest deductibility limits, REIT and SOCIMI regimes, and exit taxation.
   6. Calculate and interpret the EPRA KPIs and reconcile IFRS equity to EPRA NTA.
   7. Value a platform on NAV, DCF, comparables and LBO / Next Buyer Analysis, applied at PropCo, OpCo and WholeCo level.

Who is this course for?

• Real estate investment banking, M&A and capital markets teams running sell-side, take-private, recapitalisation and portfolio trade mandates
• Corporate finance and transaction advisory teams at advisory houses and the Big Four
• Real estate private equity and fund management: acquisitions, portfolio management, fund finance
• Investment and transactions teams at REITs and listed and private property companies
• Real estate lenders and debt funds underwriting at portfolio or platform level
• Equity research and credit analysts covering listed European real estate
• Family offices and institutional investors assessing co-investments and platform commitments

Course Outline