Anchor Investor Briefing · Prepared for OUE · Strictly Confidential · July 2026
The GP Stake
Minority equity in the general partner of Bay Street Hospitality Fund I — ahead of Fund I directing US$800M of LP capital to OUE's Hilton Orchard in 2027. Participations from US$10M · targeted 2032 SGX | Nasdaq listing.
Bay Street Hospitality VCC · Singapore
Mechanics · Drag to Model · Pro-Rata From $10M
Your Capital Is Deployed, Not Consumed
Your investment
$15M
Your Investment
$15M
Primary capital into the GP. No founder secondary — nothing cashes out.
→
Bay Street GP
1.49%
Your share of all fees, carry, balance sheet and listing value.
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GP Commitment Into Fund I
≈ $12.8M · 85%
The sponsor commitment institutional LPs require — invested alongside the US$800M Fund I directs to Hilton Orchard.
Platform & Working Capital
≈ $2.2M · 15%
Team, Atlas platform, fund formation through first close.
The point: ~85% of your capital goes to work inside Fund I on day one — inside the manager you co-own.
Interactive · Identical Terms at Every Size
Model Your Check
Your participation
$15M
Exit multiple on fee earnings
Equity stake acquired1.49%
Revenue share received (2027–32)$5.3M
Fee & carry distributions$2.9M
Exit value at listing (2032)$25.8M
Total value$34.0M
Target IRR · base case
21.5%
Gross MOIC 2.27× including all distributions
Milestone Call-Downs · 25% Each
M1 · Q4 2026 — definitive agreement signed$3.75M
M2 · Q1 2027 — Fund I first close (US$250M)$3.75M
M3 · Q2 2028 — US$2.5B AUM reached$3.75M
M4 · Q3 2029 — US$4.0B AUM reached$3.75M
Terms are pro-rata. Every participation from $10M receives the same per-unit pricing, milestone call-down schedule, 12% fee revenue share and exit rights.
Computed live from the modeled 2026–2032 cash-flow schedule (10% tranche economics, scaled pro-rata; anchor package as proposed). Capital is called only as each milestone is met — slippage defers call-downs and changes the modeled IRR. Sponsor targets, not guarantees.
The Offer
GP Stake at a Glance
Security
Minority GP Equity
Direct equity in the manager
Participation
From $10M
Pro-rata within the anchor tranche
Anchor Tranches
$101M–$598M
10%–49% · milestone call-downs
Directed to Hilton Orchard
$800M
Fund I LP capital · targeted 2027
Entry Discount
30–42%
To the 2032 reference value
Target Return
20%+ · 2.3×
Base-case IRR & gross MOIC with the anchor package
Targeted Liquidity
SGX | Nasdaq
Dual listing targeted 2032; secondary sale as alternative
No founder secondary. US$6.5M of founder capital deployed since 2022, locked through the 2032 listing. All figures are sponsor targets.
First Principles
An LP Interest and a GP Stake Are Different Instruments
An LP Interest
Capital committed into Fund I; fund returns net of fees and carry.
Earns fund performance on your own commitment
Pays 2.0% management fee, 20% carry over 7% preferred
Exposure limited to this fund, for this fund's life
A GP Stake — This Offer
Equity in the manager. You sit on the other side of the fee line.
Your share of all management fees, all carry, and platform enterprise value
Collects across every fund the platform raises — not just Fund I
Exits via the targeted 2032 listing or secondary sale
One line: LPs buy a product. GP-stake holders buy the company that makes the products.
Fund I Deployment to OUE · Targeted 2027
US$800M of LP Capital to Hilton Orchard
Bay Street intends to direct US$800M of Fund I LP capital to OUE's Hilton Orchard in 2027. OUE's GP stake sits ahead of that deployment — manager economics on the capital directed to its own asset. Sourcing stands as follows.
Channels in Place · $300M
Savills Capital Markets — US$250M institutional mandate, engagement executed
Institutions Bay Street holds active relationships with that would consider participation
No commitments to date — engaged, not contracted
Why this matters to OUE: you sit on both sides of the deployment — owner of the asset receiving the capital, and holder of GP economics on the manager directing it. A broader US$6B+ platform pipeline sits behind this first deployment.
The $500M relationship pipeline is uncommitted; parties listed have not committed capital. The Savills engagement is a mandate to raise, not a capital commitment by Savills.
Why 10× on the fee business? Listed alternative managers trade near 20× fee-related earnings. The 10× used here is conservative — the upside is priced without requiring a re-rate. At 12–15×, the comps range is captured.
Stress-Testing the Entry Price
Your Breakeven Is ~58% of the Target Raise
Implied value of the 10% tranche vs. AUM raised — dashed line = $101M entry
Breakeven
≈ $2.9B AUM
58% of the $5B target — before any credit for interim revenue share, fee distributions and carry.
Above breakeven, every incremental dollar of AUM accrues to your discount.
Illustrative: fee value and carry PV scaled pro-rata to AUM under the reference framework. Sponsor targets, not guarantees.
How 20%+ Is Constructed
The Return Build — Structure, Not Assumption
Three Honest Levers
Milestone tranching Capital called as risk retires, not on day one+3.9pts
12% fee revenue share Seed-stage economics · ~$35M through 2032+5.9pts
20%+ is conditional on the anchor package in definitive documentation. Equity-only modeled return: ~12–16%.
Market Context
Seed Capital Gets Seed Economics
Established GP Stakes
Seeding Platforms
This Opportunity
Manager stage
Funds IV+ · $10B+ AUM
Funds I–III · pre / early first close
Fund I · $5B target · $6B+ pipeline
Structure
Equity only
Equity + revenue share
Equity + 12% revenue share + milestones
Return profile
Yield-led, low-to-mid-teens net · Dyal IV marketed 34.4%
~20%+ targets
21.5% base case · 2.27× MOIC
References
Blue Owl · Petershill · Blackstone
GCM Elevate · TPG NEXT · Azimut · Stable
Anchor tranche open
Pre-first-close capital is priced as seeding, not as an established GP stake — the structure here follows the seeding category.
The Anchor Ladder
Entry Pricing by Tranche
Stake
2032 Reference Value
Entry Price
Discount
Value / Entry
10%
$174M
$101M
42%
1.7×
20%
$349M
$216M
38%
1.6×
30%
$523M
$340M
35%
1.5×
49%
$854M
$598M
30%
1.4×
Participations from $10M price pro-rata within a tranche and carry the 12% fee revenue share plus distributed carry. Earliest anchors take the deepest discounts.
Timing
Why the Window Is Now
Anchor pricing expires at first close
Later capital prices materially closer to the reference value. With the Hilton Orchard deployment targeted for 2027, the entry window is now.
Milestone call-downs
Price locked today; capital funds only as each milestone retires risk.
External GP equity capped at 49%
Earliest anchors take the largest positions and deepest discounts.
Seed economics, not just a stake
The 12% revenue share compensates pre-first-close risk. It does not repeat in later rounds.
Governance & Alignment
Anchor Investor Protections
Milestone call-downs
Capital funds against first close and AUM thresholds — not on signing.
Anti-dilution ratchet
Stake adjusts if later GP capital is issued below your entry.
MFN
No later investor receives better economics for equivalent size and timing.
Board observer
Observer seat and quarterly institutional reporting from first funding.
Key-person & lock-up
Founder locked through the 2032 listing; key-person provisions in documentation.
Fund II ROFR
Right of first refusal on the next GP-stake round.
Read Before Pricing
Key Risks — Stated Plainly
Deployment & fundraising
US$500M of the planned Hilton Orchard deployment is relationship pipeline — engaged, not committed. The reference valuation further assumes $5B raised by 2032; breakeven ≈$2.9B. Mitigant: contracted channels cover the first $300M, and the asset attracts institutional interest independent of which platform leads.
Emerging manager
First institutional fund. The six-entity history sits at affiliate level.
Key-person
Founder-led. Mitigants: lock-up through 2032, partner bench, key-person provisions.
Performance
Fee and carry values assume Fund I delivers 22–28% net IRR. Underperformance compresses carry PV and the listing multiple.
Illiquidity
No assured liquidity before the targeted 2032 listing; the listing may be delayed or may not occur.
Structural & regulatory
Singapore VCC and cross-border structuring depend on licensing and tax outcomes outside sponsor control.
Disclosure: the 20%+ base case is conditional on the anchor package (milestone call-downs, 12% fee revenue share) in definitive documentation and on sponsor AUM and exit assumptions. Equity-only modeled return: ~12–16%. All figures are sponsor targets.
From Interest to Ownership · 8–12 Weeks
A Disciplined Path to Close
NDA & diligence pack. Fund model, six-entity track record, distribution documentation, VCC incorporation and service-provider letters.
Mechanics & structuring call. Stake size, milestone schedule, revenue share and governance tailored to your mandate.
Term sheet. Time-bound, locked anchor pricing, 30-day exclusivity.
Confirmatory diligence. Reference calls; legal review with DLA Piper.
Definitive documentation & close. First milestone funds at close; quarterly reporting begins immediately.
Service providers: DLA Piper (legal & tax) · Formidium (fund administration) · Ternary (licensed VCC fund manager).
Strictly confidential. For institutional and accredited investors only. This briefing is indicative, does not constitute an offer of securities, and all return figures are sponsor targets, not forecasts or guarantees. Any investment would be made solely pursuant to definitive documentation.
Bay Street Hospitality · GP Stake Briefing · Prepared for OUE01 / 17