CONFIDENTIAL · FOR DISCUSSION BETWEEN BAY STREET HOSPITALITY AND SUN HUNG KAI & CO. ONLY · NOT AN OFFER
PROJECT SENTINEL · Bay Street HospitalityVINTAGE 2026STATUS · IN DISCUSSION · PRE-CLOSE—
BAY STREET HOSPITALITY
Project Sentinel · Commercials Sun Hung Kai & Co.
FOR DISCUSSION WITH SUN HUNG KAI & CO. LIMITED ALL AMOUNTS IN US$ MILLIONS · TERMS LAST UPDATED 16 AUG 2026
ESExecutive summary
SHK & Co. is paid back first with an 8% yearly minimum before Bay Street earns any performance share.SHK & Co. gets all its money back, plus 8% a year, before Bay Street takes any share of the profit.
Three return engines: the coupon (8% through month 12, 12% from month 13), the US$3.9M arrangement fee earned by SHK & Co. at close, and the US$3.0M OID (≈US$0.25M per month of extra yield over a 12-month hold) — both collected in full at repayment.SHK & Co. earns three ways: the interest (8% a year for 12 months, then 12%), a US$3.9M fee that is SHK & Co.’s from day one, and US$3.0M of built-in discount — both paid out in full when the loan is repaid.
Five return scenarios modeled below — from a clean 12-month refinancing to enforcement and a 28-month sale — and SHK & Co. earns in every one of them.Five outcomes are shown below, from repayment at 12 months to a slow sale at 28 — SHK & Co. makes money in all five.
KEY TERMS · SUMMARYPROPOSED · SUBJECT TO DEFINITIVE DOCUMENTATION
§1Strategy & Collateral
A senior secured, self-liquidating credit position over two operating, Accor-flagged Maldives resorts, structured to win in both directions: repaid at a premium if the borrower performs, and positioned to take the assets at a deep basis if it does not.A senior loan against two working Accor resorts in the Maldives. If the borrower pays, SHK & Co. is repaid at a premium. If it doesn’t, Bay Street takes the hotels — bought, in effect, well below what they’re worth.
Asset · Maldives
Pullman Maamutaa & Mercure Kooddoo
192 rooms across two operating resorts plus the Kooddoo airport lease. Gaafu Alifu Atoll.
Manager · Singapore
Bay Street Hospitality
Hospitality-focused investment platform; manager of record of the ring-fenced vehicle. Singapore law · SIAC.
Investor · Hong Kong
Sun Hung Kai & Co. Limited
First-in institutional capital with enhanced rights (§4). USD deal; HKD:USD peg noted.
Loan basis vs collateral value · US$ M
Loan face of US$79.9M (≈US$380k per room advanced) against JLL’s independent valuation of US$95–110M and recent island sales of US$500–575k per room. The base enforcement sale assumption is US$125M.
Use of proceeds · the US$79.9M face
SHK & Co. advances US$73.0M net; the US$3.9M arrangement fee and US$3.0M OID are inside the face — earned by SHK & Co. from day one and collected at repayment.
§2Economics & Terms
FEE STRUCTURE · TWO OPTIONS · SELECT ONE · ALL TERMS BELOW ARE LOCKED
A · 2% MGMT + 10/20/30/40 BANDED CARRYB · 0% MGMT + 45% CARRY AT EXIT
Performance split bandsHow extra profit is shared
How the bands work, with an example: once SHK & Co. has all its money back plus the minimum yearly return, any extra profit is split. The better the result, the bigger Bay Street’s slice of the extra — but only of the extra. If the deal earns 14% a year, the profit between 8% and 12% splits 90/10, and the profit between 12% and 14% splits 80/20. SHK & Co. always keeps the majority.
Distribution waterfall · simplifiedWho gets paid, in what order
No GP catch-up — profit above the minimum splits band by band, and SHK & Co. keeps the majority in every band. No recycling: a single-asset, self-liquidating position.
Deal timeline · coupon phases & scenario exitsThe timeline · what pays when
§3Live Model · Five Scenarios for SHK & Co Net Economics
Distribution policyWhen SHK & Co. gets paid
Coupon cash distributed monthly as received; principal, the US$3.9M fee and the US$3.0M OID at repayment or realisation. Self-liquidating — no reinvestment, no recycling. USD throughout, unhedged (HKD:USD peg noted for an HK-based investor).
§4Enhanced SHK & Co Investor Rights
As first-in institutional capital, SHK & Co. receives rights later investors will not: locked economics, first look at the pipeline, a matching promise, and a management fee that falls as the platform raises. Savills holds a written mandate to raise US$250M of institutional equity for Bay Street, and the Excellium programme in Luxembourg targets a further SGD 50M (≈US$38M) of note capital — neither has arrived yet, and everything on this page is priced before it does.Because SHK & Co. signs first, it gets rights later investors won’t: locked terms, first look at every new deal, a promise that nobody comparable ever gets a better deal, and a fee that falls as more money arrives. Savills has a mandate to raise US$250M and a Luxembourg partner is preparing ≈US$38M more — none of it has landed yet.
Co-investment rights
First look · 10 business days
SHK & Co. sees every new Bay Street hospitality deal before anyone else, with a 10-business-day window to elect. No exclusivity either way.
Side letters & matching
MFN matching promise
If a later, comparable investor of equal or larger size gets better terms, SHK & Co.’s terms improve to match. Side letters available at anchor scale.
Later capital raised · Savills, Excellium & platform growth · US$ MMoney raised after SHK & Co. · US$ M
US$M
Locked schedule: the headline management fee steps down as later money arrives — −0.10 points from US$100M raised, −0.20 points from US$250M, then declining ratably to zero at US$5B of platform AUM. The performance split is locked and does not step down. SHK & Co. pays the lower fee from that point, having locked every other term first.The yearly fee falls as more money arrives: down 0.10 points at US$100M, down 0.20 from US$250M onwards — all the way to US$5B. SHK & Co.’s cost falls with it; its other terms stay locked.
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Tax structure · snapshot
Ring-fenced Singapore transaction vehicle [VCC sub-fund / SPV — entity to be confirmed]. Withholding on cross-border flows subject to structure and treaty analysis; tax review completes before close. Investors take their own advice.
Currency & hedging
USD-denominated facility, income and realisation. No hedging planned; exposures unhedged unless agreed. For an HK-based investor, the HKD:USD peg materially limits translation risk.
§5Governance, Team & Pipeline
Reporting & governance snapshot
Reporting
Monthly coupon statements · quarterly financials · prompt material events
Format
ILPA-style reporting pack · proposed
Auditor / administrator
To be appointed in definitive docs
Key person
William Huston · named
Clawback
Performance share settled at exit vs realised cash
Removal
Cause only · earned share crystallises & is paid
Law / disputes
Singapore law · SIAC · one arbitrator
Team · Bay Street Hospitality & partner network
WH
William Huston
Founder & General Partner · Bay Street Hospitality · Key Person
Leads the platform across senior secured credit, equity co-investments and hotel acquisitions in Southeast Asia, South Asia, the Maldives, Australia and the US, underwritten on Bay Street’s quantamental framework. Platform roadmap targets a dual SGX/NASDAQ listing in 2032.
BH
Blair Healy
Executive Chairman · Australia Markets · Bay Street Hospitality
Leads the Melbourne office and the institutional capital strategy across Australian government, superannuation and family-office investors. Over two decades as CEO and board director of ASX-listed and high-growth companies, including Innovonics (ASX) and Cogent Energy (acquired by Origin Energy); Royal Military College Duntroon graduate.
MP
Manas Prakash
Partner · India · Bay Street Hospitality
Heads India strategy and growth. Formerly led key initiatives at Invest India — shaping national tourism policy, facilitating landmark investments and building partnerships across ministries, state governments and global operators. MBA (NMIMS Mumbai); PE & VC studies at IIM Calcutta.
IJ
Ishika Jain
Quantitative Research Associate · Bay Street Hospitality
Builds the probabilistic investment frameworks, portfolio-optimisation models and predictive analytics behind the platform. Honours (Highest Distinction) in Mathematical Sciences & Economics, NTU Singapore — NTU SPMS Book Prize; previously risk and technology roles at Astignes Capital and UOB.
Private banking, wealth management and family-office specialist across Singapore, Greater China and Southeast Asia at MAS-licensed IWC Management (CMS licence 101070). Formerly Greater China Market Head at Barclays Private Bank, with senior roles at ABN AMRO and HSBC managing assets exceeding US$1.5B.
WR
William Rae
Co-Founder & CEO · Excellium Securities S.A. · Partner Network
Leads the Luxembourg securitisation platform behind Bay Street’s European note programme (launched January 2024); previously Head of Private Equity at Excellium Capital Partners, Singapore. Earlier corporate finance at EY London, co-founder of Ventura Climate Capital, and M&A Advisory Manager at Deloitte Sydney, with roles at Kingsmede and Pacific Capital Advisers. BCom (Accounting & Finance), University of Sydney; Chartered Accountant (CA ANZ).
Full team biographies, organisation chart and references available in the data room.
Counterparties & advisers across the transaction and platform
ACCOROPERATOR · PULLMAN & MERCURE
JLLINDEPENDENT VALUATION
MADISON PACIFICSECURITY TRUSTEE
SAVILLSPLACEMENT MANDATE · US$250M
EXCELLIUMLUXEMBOURG NOTE PROGRAMME
FRACTAL STUDIOINTRODUCER · DISCLOSED
Active pipeline · reference transactions (not track record)
Live · this document
Project Sentinel · Maldives
US$79.9M senior secured facility over two operating Accor resorts. Five scenarios modeled above; underwriting pack in the data room.
Pipeline · Hong Kong
Project Rise · Sheraton, Airport City
HK$2.0B receivers’-tender acquisition of the Sheraton complex (Tung Chung Lot 38) incl. the T Bay podium. Underwriting available under NDA.
Pipeline · United States
Project Resolve · Fairmont Breakers
Fairmont Breakers, Long Beach, California — 185-key luxury hotel, fully renovated 2024. Underwriting available under NDA.
Pipeline entries are live opportunities under evaluation, shown for strategy context only — no performance is represented. SHK & Co.’s first-look right (§4) applies to each.
Asset stewardship
Both resorts are operating assets under Accor brand standards with employment continuity planned through every scenario, including enforcement. No sustainability certifications are claimed; environmental and social diligence forms part of the pre-close workstream.
§6Risk Factors
Credit & enforcement risk
The borrower may default, and enforcement over Maldivian leasehold resort assets involves local-law process and timing uncertainty. The loan is structured to take control on default; definitive documentation — including the full enforcement mechanics, cash sweep and security package — is in progress and must complete before close.
Single-asset concentration & hospitality market
This is a single, self-liquidating position over two resorts on one atoll. Resort trading, airlift, and Maldives tourism demand drive both coupon serviceability and collateral value. JLL’s US$95–110M range and the US$125M sale assumption are estimates, not assurances.
Refinancing & timing risk
The performing case depends on the borrower refinancing at or before month 12; enforcement cases depend on a sale process that may take longer than modeled (scenario 4 runs to month 28). Later exits change the return profile as shown in the live model.
Costs, taxes & model limitations
Taxes, transaction costs and enforcement costs are not yet included in the figures on this page. All outputs are underwriting projections that move with the inputs; they are not forecasts or promises. Nothing here is investment, legal or tax advice.
Currency & structural
The facility is USD; an HK-based investor carries HKD:USD peg reliance. The contracting Bay Street entity and vehicle form [VCC sub-fund / SPV] are to be confirmed; economics are subject to definitive documentation and both parties’ approvals.
§7Assumptions, conventions & disclaimers
(1) The facility follows the Atlas memorandum: US$79.9M face, 8.0% coupon through month 12 stepping to 12.0% from month 13, US$73.0M net funded. (2) The US$3.9M arrangement fee and US$3.0M original issue discount are for SHK & Co.’s account: SHK & Co. advances US$73.0M against the US$79.9M face, so both are earned from day one and collected in full at repayment — return, not cost (the OID alone adds ≈US$0.25M per month of yield across a 12-month hold). (3) JLL values the collateral at US$95–110M. (4) SHK & Co.’s default position funds the full US$73.0M as equity; third-party leverage is optional and editable, with its cost set on the deal. (5) Cash is counted monthly. (6) Two locked fee structures are offered: A — a 2.00% per year management fee on SHK & Co.’s invested capital with the 10/20/30/40 banded performance split; or B — a 0% management fee with a 45% flat performance share above the minimum return. The management fee, where applicable, is paid to Bay Street from deal cash as it accrues — no fee rebate or share applies. (7) A one-time introducer fee of 1.25% of SHK & Co.’s invested capital (≈US$1M at full funding) is paid to Fractal Studio Pty Ltd at closing under Bay Street’s capital-sourcing agreement, disclosed here and settled against exit proceeds. (8) A one-time corporate advisory expense of 1.25% of the loan face (≈US$1.00M at the US$79.9M face) is charged to the transaction, fully disclosed, and deducted from exit proceeds before the profit split. (9) A one-time sourcing fee of US$1.0M is charged to the transaction, fully disclosed, and deducted from exit proceeds before the profit split. (10) Bay Street’s performance share is settled at exit against the actual yearly return, counting all cash received; the 8% minimum return compounds annually and is paid in full first. (11) Five return scenarios are modeled: refinancing at par at month 12; default and enforcement sale at US$125M at month 16; extension at the 12% rate to month 24; enforcement with a slower sale at US$125M at month 28; and Bay Street taking the asset, improving performance, and refinancing SHK & Co. out at par at month 24. (12) Taxes, transaction and enforcement costs are not yet included. (13) All figures are projections for discussion only — not an offer, not advice, not a representation of future performance; terms subject to definitive documentation, diligence and both parties’ approvals.
