Illiquid assets

Illiquid assets · room 04 of 13

The Eight Gates.

4 minute read

The firm's method runs in six moves: define, map, design, compare, stress-test, mobilise. On a development asset the last of the six unfolds into eight capital decisions between a thesis and money coming home, each closed by a named deliverable that survives diligence. What follows sets out those eight, the monthly cycle inside them, and the separation of roles the structure has to carry.

01 · The gates

The instrument

A gate is a capital decision with a deliverable attached.

Design stages describe buildings. Capital meets decisions. The Eight Gates name the decisions in the order money actually meets them, and every gate closes on a document written to be read by the people who were not in the room.

  1. 01 Entry The thesis becomes a structure. Entity chain, instrument, governance and exit mechanism, mapped against the foreign-exchange conditions. Closed by the entry structuring memorandum, with the lock-in calendar attached.
  2. 02 Control A shortlist becomes a held position, with money moving only as risk retires. Closed by heads of terms carrying a condition-precedent schedule tied to the diligence to come.
  3. 03 Proof Title, technical and regulatory diligence, reconciled into one monetised risk position. Closed by the consolidated diligence report, red-amber-green, with a residual-risk statement naming what stays open and what it costs if it lands.
  4. 04 Underwriting The appraisal, built on Indian cost evidence and Indian approval timelines, stressed against the proof. Closed by the appraisal model and its assumptions register, evidence separated from judgement.
  5. 05 Sanction Approvals run as critical path: what is serial, what is parallel, what is discretionary. Closed by the sanction programme and the registration calendar, owner and expected date against every consent.
  6. 06 Commitment Design driven to the point where price is genuinely fixed, then the route chosen with its risk priced honestly. Closed by the procurement strategy and the tender analysis, in a form a board can interrogate before it appoints.
  7. 07 Delivery Construction under monthly verification: inspection, cost to complete, certified drawdown, exceptions surfaced immediately. Closed, month after month, by the report and the certificate.
  8. 08 Exit Completion certified against the statutory gates, then the exit conditions evidenced item by item, municipal definition first. Closed by the exit-conditions memorandum. The document the entry memorandum promised.

02 · The monthly cycle

Delivery, verified

One month. Seven motions.

Every funded month runs the same seven motions: the borrower's information reviewed, the site inspected, progress and drawdown agreed on the ground, cost to complete assessed, the certificate issued, the report issued, and the risks put to the capital, live. The cycle is specified here and diarised for the whole construction phase at appointment rather than agreed month by month. It is run by an independent monitor the manager appoints and the manager can replace, and the certificate that closes each month carries that monitor's signature, on the terms of its own appointment, to the parties named there.

03 · The reporting doctrine

Discipline

Fact, opinion and judgement, kept separate.

A structure of this shape is governed from a distance or not at all, and reporting that blends the three cannot be governed from a distance: nobody reading it can see which statements were tested, which were relied on, and which were formed. The separation is written into the reporting specification at appointment, so it survives a change in the hand that holds the pen.

The specification also fixes the shape of the pack. A red-amber-green schedule at the front carrying the instruction to read the body; the certificate, the appraisal marked up with actual spend and the marked-up master programme in the appendices, so the spine of the pack stays clean and the evidence stays attached to it.

04 · The independence architecture

Structure

One party drives and another verifies.

Two roles stand on the capital's side of a development, and the structure has to hold them apart. The development manager drives: holds authority over delivery, approves change, and answers for the outcome. The monitor verifies: tests the evidence, signs against it, and holds no authority over the work it tests. A structure that lets one name occupy both has written the failure into itself, because a certificate signed by the party being verified is not a certificate.

The separation is a term of the appointments rather than a promise in a policy, and it is drawn here, before either party is appointed. One duty of care runs from this firm, and it runs to the manager that appointed us.

We are an independent specialist transaction-architecture firm. The eight decisions above are designed here and operated by the parties the manager appoints, each under its own duty of care.

Disclosures

The company
Bayswater Transflow is the trading name of Bayswater Transflow Engineering Ltd, a private limited company registered in England and Wales, company number 16277213, registered office 128 City Road, London, EC1V 2NX. A Modern Slavery Statement is registered with the UK Home Office registry.
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