Real Estate Development Made Simple Table of Contents Executive Summary 3 Introduction (How to Use the Guide) 4 Types of Real Estate Development 5 Ground-up 5 Build-to-suit (BTS) 5 Build-to-rent (BTR) 5 Redevelopment / Adaptive Re-use 6 Speculative 7 1. Site Selection / Land Acquisition 8 Glossary of Terms 8 Process10 Determine your goals and the 11 scope of the project Conduct preliminary due diligence 12 Feasibility study13 Preliminary development budget 14 and financial analysis Start talking with a lender 15 Draft a purchase agreement 15 How Marsh & Partners Can Help 16 Business & personal strategy deep dive 16 Land sourcing17 Due diligence17 Preliminary site planning 18 Market analysis18 Feasibility19 Preliminary budget development 19 Development proforma 19 and financial analysis Lending & financing facilitation 20 Acquisition & purchase contract 21 draft and negotiation 2. Pre-development & Land Entitlement 22 Glossary of Terms22 Process24 Site sketch 24 Pre-application meeting / 25 due diligence review Interview & hire engineers, architects 26 contractors, and consulting services Civil engineer 26 Architect26 General contractor26 Land-use attorney26 Landscape architect26 Refine development budget 27 Site evaluation requirements28 Title work28 Survey28 Geotech survey (soil study) 28 Environmental site assessments 29 Traffic impact analysis 29 Firm up your site plan 30 Navigate additional land entitlement 30 requirements (if necessary) Land annexation30 Subdivision31 Lot recombination31 Rezoning31 Conditional use permitting 32 & zoning variances Utility, road, and landscape approvals 32 Construction drawings and building 32 plan refinement Site plan submittal and 33 site plan review (SPR) Construction plan review and approval 33 Pre-leasing (if necessary)34 Permitting & land entitlement 34 Finalize development budget35 Finalize your debt & equity financing 35 A visualization of the municipal review process during this phase 36 Marsh & Partners’ Pre-development Services 37 Project management37 Site sketch & land planning management 38 Pre-submittal meeting lead and attendance 39 Interviewing 3rd party consultants 39 Liaison between the project and municipal offices 40 Design management40 Budget finalization 41 3. Development & Construction 42 Types of Construction Project Delivery Methods 42 Design-build43 Design bid build43 Integrated project delivery (IPD) 43 Glossary of Terms44 Process46 Development & pre-construction meeting 46 Preparatory site work & earthwork 46 Construction staking46 Erosion control47 Land clearing & grading 47 Stormwater47 Site utilities48 Building pad & foundation48 Parking and landscaping - hard & softscape 49 Building construction49 Interior buildout49 Construction management50 A visualization of the municipal review process during this phase 51 Marsh & Partners’ Development & Construction Services 52 Construction management52 Quality assurance53 4. Post Construction/Closeout or Operation & Management 54 Glossary of Terms54 Process55 Construction closeout56 Final construction inspections56 Certificate of occupancy 56 Leasing & property stabilization 56 Loan conversion56 Property management56 A visualization of the municipal review process during this phase 57 How Marsh & Partners Can Help 58 Project closeout services58 Immediate disposition59 Property management59 Marketing59 Leasing services60 Marsh & Partners Development Services 61 Owner’s Representative61 Development Advisory62 Resources63 Print63 Guide to Investing in Real Estate Development 63 Using Syndicated Financing Real Estate Investment Crowdfunding Guide 63 Media63 Investment Crowdfunding in Real Estate 63 Development - Panel Discussion Marsh & Partners’ Youtube Channel 63 Web63 Marsh & Partners Deep Dive on Development Topics 63 Marsh & Partners Deep Dive on Investment Topics 63 Marsh & Partners Deep Dive on Small Business Topics 63 How Long Does a Development Take? (A visual timeline) 63 About Marsh & Partners64 Executive Summary Thoughts from Marsh & Partners principal Matt Marsh The real estate development process is overwhelming. Mistakes are costly; they’ll add time, cause headaches, derail projects, anger investors… you get the point. And the people that need the most help navigating a project - property owners, small businesses, even seasoned investors - they’re left trying to fumble through the process themselves. And between you and me, most full-time developers are even flying by the seat of their pants... To make matters worse, there aren’t many great resources. Since I joined the business, I’ve yet to find a one-stop shop for all things related to development. I was once one of those guys blindly trying to navigate my way through the process - making mistakes, wasting time, and asking silly questions. So I decided to change that - and built this real estate development guide to serve as a roadmap for your development project. And who knows, I’ll probably even reference it from time to time to make sure I’m on the straight and narrow, myself. There’s a lot of information on real estate development out there - some right, some wrong, but it’s all scattered across the internet. And whoever made it usually doesn’t want to share that info unless you’re willing to pay. “Hire us, and then we’ll tell you what you need to know,” they say. Well, that’s not us. At Marsh & Partners, we’ve always taken a radical approach to the industry. Through education, true collaboration, and an unwavering focus on strategy, we’ve helped connect the dots for small businesses and investors in ways they’ve never been able to before. And by disrupting the status quo, we’ve found we have more fruitful discussions with clients and achieve better results. So we’re thrilled to compile this guide and hope you find some value in it. Introduction (How to Use the Guide) Don’t let the extent of this guide overwhelm you. It’s meant to be comprehensive but digestible and easily navigable. Our development handbook can be broken down into six sections or chapters, bookended by an introduction and some resources to help plan your next project. However, the meat of the guide lies in the extensive details outlining the real estate development process. The development process can be broken down into 4 broad phases: 1. Site selection & land acquisition 2. Pre-development & land entitlement 3. Development & construction 4. Post-construction/closeout or operation & management In each section, you’ll find a glossary of key terms by phase, an extensive description of the step-by-step process involved, and a detailed outline of the services Marsh & Partners can provide at each stage. We suggest you read and analyze this handbook in bite-sized chunks. It might make sense to read the guide through in its entirety before you begin a project and then focus on each section as you’re involved in real-time. It’s important to understand conceptually where each step fits into the larger picture, but you don’t want to get lost in the details. The Marsh & Partners team has extensive real estate development experience in various product types and submarkets. This experience affords us the flexibility to offer real estate solutions customized and catered to your business and investment needs. An overview of our development services can be found near the end of this guide. Types of Real Estate Development Ground-up Ground-up development is simply the development and construction of a property from scratch. It can be achieved by developing raw land or tearing down an existing structure and building on a “scraped” lot. The ground-up development process involves all aspects of real estate development, from acquiring a site to permitting and entitling the land, developing the land, and constructing a building. These projects can take years to complete but offer businesses an opportunity to build custom real estate and often provide investors lucrative returns. Build-to-suit (BTS) Build-to-suit development is an arrangement where a commercial building is custom designed and built for a specific end-user. The operating company (tenant) leases the space back from either the developer or an investor. There are two types of build-to-suit arrangements: 1. Developer-led: An operating company will hire a development company to manage the project - a developer will acquire the land, finance the project (or syndicate funds from investors), and govern the construction and risk. The operator will then lease the space from the developer. 2. Sale-leaseback: An operating company will assume the responsibility for the development, from site selection to financing and through construction. Once complete, the operator will sell the building to an investor and subsequently lease back the space. Types of Real Estate Development Build-to-rent (BTR) Build-to-rent is a type of real estate development where single-family homes are built specifically as rental properties. So instead of developing properties for owners to purchase, the houses would be sold directly to investors. When underwriting a BTR project, there are several questions a developer needs to consider before greenlighting a project: 1. Do the all-in development costs make sense from a rental rate perspective? 2. Where is demand from a tenant perspective? 3. What is the durability of rental rates? 4. Can I achieve economies of scale? Build-to-rent is often described as the nexus between two investing strategies - the traditional single-family rental investing model and multifamily investing. Redevelopment / Adaptive Re-use Property redevelopment refers specifically to the development of a site that has already been improved or built upon. Redevelopment can include the refurbishment or renovation of existing buildings, the demolition of current structures to make room for the construction of new ones, or the addition of building density to a site. Adaptive re-use, however, refers to the process of taking an old building or site and re-using it for a purpose other than what it was initially built for. The conversion of an old or obsolete property allows a real estate developer the opportunity to achieve a higher and better use for the site. Types of Real Estate Development Speculative Speculative development is the process of purchasing a piece of land and engaging in a development project without a committed end-user. The developer or investor believes that the space will be rented quickly after completion because of positive underlying market fundamentals and rental demand. Speculative development can be ground-up, or it can be an adaptive re-use/redevelopment. Unfortunately, these projects are often much more difficult to finance than a traditional development - in many cases, lenders will require at least 50% or more sponsorship equity, possibly in addition to some pre-lease agreements, before they’ll lend on a project. 1. Site Selection / Land Acquisition Glossary of Terms Buildable area the portion of a parcel or land site that can be devoted to buildings and structures Capital markets financial markets where long-term debt and equity instruments are bought and sold. In real estate, capital markets generally refer to individuals or institutions that invest directly or indirectly in real estate Capital stack refers to the various types of debt or equity financing that are used to fund a project Density refers to the number of building units in a given land area or the total floor area of buildings divided by the land area of a given lot Due diligence site investigation into various aspects of a property. The process of due diligence is an opportunity for a buyer to identify, investigate, and assess the facts and risks associated with purchasing a property Feasibility study a study of all relevant considerations during the process of determining the viability of a project or development Financing refers to the type of funding (debt/equity) or capitalization for the project - can include cash, syndicated financing, crowdfunding, private placement, joint venture, hard money, and traditional funding, etc General partner in private equity and real estate transactions, a general partner often refers to the investment (GP) firm or the project sponsor. Responsible for aggregating investment opportunities GIS GIS or Geographic information system is an online framework that captures, aggregates, and analyzes spatial and geographic data Highest the concept of maximum economic utility, highest and best use refers to what is legally and best use permissible, physically and financially feasible, and maximally productive for a particular site Internal rate of return (IRR) - the annual rate of return that an investment is expected to generate Land broker a land broker is a real estate agent specializing in purchasing and selling raw and undeveloped land. They’re experienced in the land acquisition process and are often conversant in land use and zoning matters Limited partner limited partners are investors that generally carry no personal liability and have a passive role in the management of an asset Opinion of value most vacant land appraisals will use the sales comparison approach to determine a / appraisal property’s value. An opinion of value is similar to an appraisal but cheaper and less comprehensive Permitted use refers to an owner’s permitted land and structure use given existing zoning and / by right use municipal regulations Preliminary a rough estimate of development costs based primarily on historical data, educated development conjecture, and 3rd party estimates budget Proforma a financial statement based on assumptions that is meant to project financial performance over a specified time horizon Project scope the defined features and functions of a project, along with a predetermined set of stakeholder requirements and project deliverables Purchase the contract or offer to purchase the property or multiple properties agreement (offer) Raw land unimproved land that does not have utilities, may not have easy access to utilities, and may not be reachable via paved roads Site selection the overall process of examining multiple land options, conducting a feasibility analysis, and determining the relative merits and drawbacks of each particular site Topography refers to the natural & artificial land features of an area, inc. slope, elevation, rivers, lakes, etc UDO a unified development ordinance (code) serves as a policy instrument and outlines traditional zoning and subdivision regulations along with additional rules concerning the use and development of land and buildings Use table refers to the table of allowable uses that are allowed based on a parcel’s zoning regulations (principal use tables can be found in a municipality’s UDO) Utilities a site’s utilities refer to any power, electric, water, and sewer utilities that are available at a site Vacant land improved or unimproved land that does not have a structure and often has access to utilities Zoning when a governing authority delineates land into “zones” and regulates how property can be used and developed within those areas Process Site selection is the first step in the real estate development process. But proper site selection doesn’t happen naturally. Instead, it follows a strict set of planning and feasibility guidelines to help enable the overall project’s success. The process of site selection can be broken down into several steps: Determine your goals and the scope of the project If you’re a small business, developer, home builder, or investor, a successful project will be contingent on your unique set of planning considerations. In other words, what works financially for a manufacturing company will probably not work for a speculative commercial real estate investor. Many developers think that land is infinitely malleable and that they can work a site until it meets their every need. In reality, most successful projects begin with a clear scope, and that scope must be overlaid across all available land options. Backward planning offers a framework for the site selection process - first determine your goal or desired end state, then work backward to develop a plan of action. This plan of action will inform a set of requirements that will ultimately determine your site selection search. But what ultimately informs your real estate development goals? Your business strategy, of course! The first step will be to deconstruct your real estate and business strategies to understand better how to align your decision-making process. There are a couple of critical questions you should consider: 1 2 What are your personal and short-term business tactics vs. long-term strategy? a. Are they nested and working in concert? What are your personal and professional long-term goals? Family, retirement, cash flow, etc . 3 4 What are your business’s 5, 10, & 20-year growth projections, and how do they impact your real estate decisions? Space, location, quality, etc. Based on your business’s operating margins, what kind of development arrangement makes sense 5 6 7 If you’re an investor, will you need to pre-lease space to secure funding, and does the localized market support that? What does your balance sheet say about your capital structure, and how might that impact your project? Does your top-line growth impact other variable business functions? Headcount, space requirements, capital equipment, etc. 8 Are your business and real estate strategies adequately aligned? 9 Can your business support continual investment in growth activities regardless of 10 your development decision? How can you best optimize your facility to support your operations? This certainly isn’t an exhaustive list of strategy questions you need to be asking yourself. But you get the idea - it’s a good place to start. The most important thing to remember is not to try to make a piece of land fit your needs. First, determine your goals and then narrow the project’s scope. Finally, once you’ve established a scope, codify your planning requirements that will serve as the project foundation for the duration of the development process. Conduct preliminary due diligence Much can be gleaned from a site before you have to spend money on any formal due diligence activities. Resources like GIS or a municipality’s UDO will offer insight into a project’s feasibility and any specific ordinances that may govern your development. Most land or property owners probably don’t want you conducting formal or invasive due diligence investigations until you’ve purchased an option on a site anyway. Several items should be assessed to determine initial site feasibility: 1 Does the zoning support your proposed use? If not, what’s the municipality’s process to rezone a property? 2 Generally, is the site large enough to accommodate your proposed building area needs? 3 Are there major topography issues that might disrupt or add significant costs to development (streams, flood zones, elevation changes, stormwater, wetlands, etc.) 4 5 Are there utilities on-site or near the site? If you’re “forced” to close on a property, is there a viable exit plan 6 What are the primary avenues of ingress and egress on the property? 7 8 What are the site’s visibility and traffic count statistics? Submarket demographic statistics Preliminary due diligence won’t answer all your questions, but it should offer a minimum confidence threshold that a site is worth pursuing further. Once a property is under contract, you’ll have the opportunity to pursue a more extensive site evaluation. Feasibility study A feasibility study is a fancy way of determining whether a project makes sense, both financially and strategically. Think of a traditional business plan. You need to outline the overall situation, determine the gaps in the marketplace, offer a proposed solution, and then codify the resulting financial outcomes. A real estate development feasibility study should offer a roadmap for the potential project by assessing all site investigation, research, and preliminary due diligence items against potential problems and their financial implications. It will provide a predictive analysis of the success of the overall project and the probability of various outcomes. And ultimately, it will weigh that analysis against competitor data, municipal specific requirements, demographic trends, and macroeconomic considerations - you’ll have much more insight into the practicality of a development. Preliminary development budget and financial analysis Building a preliminary development budget is never an exact science - but it’s a valuable exercise. They are often made using historical data, educated conjecture, and some 3rd party estimates. The preliminary budget begins as a living, breathing document, and as the development progresses, it begins to solidify. The first step in building a budget is understanding all relevant inputs and construction costs for each phase. Remember, cost breakdowns will fluctuate contingent on the type of real estate you want to develop - medical office or lab space will demand more expensive finishes than an industrial product. The next step is to roll all applicable development costs into a proforma to assess the project’s projected financial performance. It’s essential to include all significant items discovered during preliminary due diligence and feasibility they’ll incur expenses and are relevant to profitability. The proforma will provide a financial analysis that will estimate the project’s yield - the percentage return a real estate developer and investors should expect to see. Start talking with a lender There are various ways to finance a development project, but it differs from applying for a traditional residential or commercial mortgage. The terms and type of financing are primarily driven by the proposed land use and type of project. Cash, syndicated financing, crowdfunding, equity placements, joint ventures, bridge and mezzanine debt, hard money, and traditional funding - these are all viable forms of financing for a development project. They can be used singularly or in with one another. Still, it’s essential to understand that the riskier or more speculative a project is, the more complex and more expensive it will be to finance. If you anticipate the need for traditional development/construction funding, you’ll need to start the conversation early. A bank will require a certain amount of confidence in the project before it will release funds. They’ll need extensive due diligence materials, time to underwrite the project, & comfortability with both you and the developer. Creative capital market solutions have even paved the way for small-scale developers and investors to bridge gaps in their capital stack - development is no longer strictly the domain of the ultra-wealthy or well-connected. A developer’s experience and track record, and an operator’s balance sheet will also be important when fundraising for a development project. Draft a purchase agreement If you’re not well versed in the land transaction business, it probably makes sense to enlist the services of a land broker. Even if you’ve bought and sold land or developed property, outsourcing the work to a quality land broker can help free up your time to focus on other aspects of the project or your core business. The purchase agreement needs to be comprehensive. As the buyer, you’ll want to afford yourself enough time to properly assess the feasibility of the site, navigate any applicable ordinances and regulations, and determine if it can accommodate your project. Most landowners aren’t keen on having their land “tied up” for long periods, especially with a developer just interested in kicking tires. Emotional intelligence is key to a mutually beneficial agreement - but by properly managing expectations, you can balance the owner’s motivations and give yourself enough time to research and lay the groundwork for a successful project. How Marsh & Partners Can Help Marsh & Partners offers various site selection & land acquisition services in an advisory and lead developer role. This is not an exhaustive list of services but provides a glimpse into how we can help get your project launched. Business & personal strategy deep dive If the site selection process begins by determining your goals, then the process to flesh out your goals needs to start with a strategy session. We’ll cover everything from your personal aspirations and business strategy to the minutiae of space planning and your balance sheet in that strategy session. We’ll then overlay those goals across possible project types and financing strategies - all to craft the optimal type of development for your requirements. Marsh & Partners will challenge you. We’ll likely ask you questions about your business that haven’t been asked before - because the keys to understanding the nuance of real estate and business strategy alignment cross over so many traditional disciplines that most people don’t think about real estate development that way. Once your strategy is distilled into an action plan, we’ll have the foundation for the rest of the project. Land sourcing Land adheres to the economic principle known as scarcity - they aren’t making any more of it, and it’s only getting more expensive. And the real estate owners know that, so when land is listed, it’s usually overpriced, and you’re sure to face stiff competition. But then, how can you find great opportunities before others do? Marsh & Partners can help source land opportunities before they ever hit the market. Our highly effective direct outreach methods and proprietary inbound marketing techniques often yield quick success. We also leverage our extensive network of local landowners and land brokers to help find quality off-market opportunities as well. Due diligence Marsh & Partners will take the lead on all preliminary site investigation work, from code/ordinance research and zoning to utility and site analysis. We’ll assess the initial feasibility of a site from the perspective of buildable area and possible land uses. Marsh & Partners will make initial contact with applicable municipal authorities to determine the viability of the project proposal. We’ll then offer an opinion on the site’s highest and best use and deliver an assessment of 2-3 possible proposed land uses that would suit your desired project end state. Preliminary site planning Market analysis We’ll help prepare a conceptual site sketch for the The market analysis will include an analysis of micro and existing site (before you spend any money on a civil macroeconomic conditions impacting the specific engineer to determine the initial layout and feasibility. regional submarket and larger geographic area. Key The site planning sketch will examine and account for market indicators will include: all investigated due diligence items and municipal codes. It will serve as a minimum viable product (MVP) to determine initial site layout feasibility. Site planning will help identify primary and secondary site cost drivers that could significantly impact a development budget (i.e., large retaining walls, rightof-way improvements, stormwater collection, etc.). Additionally, we’ll be able to identify possible “show stoppers” or roadblocks that may derail or slow a project. • In-migration statistics • Absorption and occupancy statistics by product type • Key competitor trends • An analysis of other real estate developments in progress We’ll also drill down on project-specific indicators, like comparable land sales data, replacement cost comparison, and the proposed project comparable sales data over the project’s projected time horizon. A market analysis will provide much more insight into the economic feasibility of a project. Feasibility study Our feasibility study will take the market analysis one Development proforma and financial analysis step further. We’ll overlay all market analysis, financial Creating a comprehensive real estate development considerations, due diligence, and project-specific proforma early in a project is critical for a couple of requirements to assess the practicality of a project reasons. First, you’ll want to compare a project’s from a likelihood of success and return on anticipated returns against any IRR or return benchmarks investment perspective. you may have established for the project. Also, any Marsh & Partners will analyze the strengths and weaknesses of your proposed project, offer recommendations to improve its positioning lenders or outside investors/limited partners will need to be comfortable that a project will be profitable - and that all starts with a financial analysis. and codify those recommendations in a detailed Marsh & Partners can solve all your financial modeling feasibility analysis to assist your capital budgeting needs. From building a proforma to modeling cash flows, decision making. debt, valuation, and project profitability, you’ll have everything you need to take to an investor. Preliminary budget development To build a proforma, we’ll also incorporate all relevant The first step in building your development budget is development costs, current market data (rental rates, understanding the relevant inputs. But if you’ve never vacancy statistics, etc.), and projected future market data tackled a development project before, that’s near at the time of project exit. If needed, we’ll even help you impossible. structure complex general partner/limited partner Marsh & Partners uses actual 3rd party cost estimates and historical data from recent projects as the baseline for building a preliminary budget. In addition, we’ll account for price inflation, the future prices of the material and labor inputs, and add a contingency buffer to deliver as accurate a budget assessment as possible in this stage of the process. We’ll break down soft and hard costs by phase of the project, and account for acquisition, carrying, and project exit costs. financing agreements - cash-on-cash, preferred return, and catch-up waterfall structures. Lending & financing facilitation It can be challenging to navigate the process of acquiring development financing. If you already have a preferred lender, Marsh & Partners can help meet any 3rd party loan requirements for both a land loan and development financing. If you don’t have a preferred lender, we have a network of available options specializing in working with specific clients for different kinds of projects. Marsh & Partners has extensive experience securing alternative means of financing and simplifying capital markets transactions. We can help facilitate acquiring the various types of debt and equity financing that may be necessary to complete your project - from crowdfunding and syndicated financing to private equity. Site Selection & Land Acquisition This stage is the most speculative and risky during a project – it typically includes initial due dilligence, feasibility studies, site evaluation, and an environmental assessment Equity & Land Loan Pre-development & Land Acquisition Pre-development includes developing a site plan, any land rezoning or subdivision requirements, and navigation the approval and permitting process. The uncertain outcome of a process like rezoning can make this stage risky. Conventional debt sources may be comfortable lending after site plan approval. Equity or a Construction Loan Development & Construction This stage includes all land development and construction activities. By this phase in the project, all municipal permits have been obtained and a project is approved. Any construction loads are paid out as draws during the construction process. Equity or a Construction Loan Post-Construction & Operation Following construction, the developer will either employ their exit strategy or property management plan. As an asset has been stabilized (reached a certain occupancy threshold) most operatorscan convert a construction loan to some other form of permanent debt financing. Equity or a Permanent Operating Loan <<< The graphic highlights the different types of financing you’ll likely encounter during different phases of the project. Acquisition & purchase contract draft and negotiation We can also help you structure and negotiate your land contracts. All too often, inexperienced developers or investors won’t leave themselves enough time before they commit non-refundable money, or they’ll close on land too quickly. You’ll want to tie money commitments to significant milestones during the pre-development and structure the transaction to close when you’re confident. Negotiating with landowners is a unique process as well - even if you have experience transacting real estate, you’ll want someone with expertise on your side. In addition, land may have been in a family for generations, so deals require a certain level of emotional intelligence to get across the finish line. Marsh & Partners has experience negotiating land deals in a brokerage capacity, as an owner’s development representative, and our personal development projects.