Song Capital

§ 1 · Executive summary

A specialist structured-credit firm — financing operational real estate with sponsor-focused, long-dated capital.

Song Capital is a UK & European investment firm focused on financing real estate assets. Founded in 2021, London-based, with £1.5bn AuM today. Credit instruments deployed across pubs, supermarkets, hotels, hospitals and holiday parks. Since inception, c.£1.75bn of transactions successfully closed.

1

Who we are

UK & European investment firm focused on financing real estate assets
Founded 2021 · London-based investment and asset-management team
AuM today of £1.5bn; credit instruments deployed across Pubs, Supermarkets, Hotels, Hospitals and Holiday Parks

2

What we focus on

Exclusively focused on operational real estate
Specialise in working with UK bulk-purchase annuity insurance investors
Develop private-market, highly-structured credit instruments — bespoke, sponsor-focused financing solutions

3

What we have done

Since inception in Q1 2021, c.£1.75bn of transactions successfully closed
Provided liquidity across the real estate spectrum through three structures:
1. Acquired Fixed-Lease Propco assets (primary sale-leasebacks & secondary Propco acquisitions)
2. Recapitalised asset owners with Ground Debt financing (30–50y, fully amortising, zero covenant, no SDLT leakage)
3. Provided large-ticket Term Loan financing (senior secured, 10–30y, bullet, ringfenced debt)

Headline numbers

AuM today

£1.5bn

Capital under management across the platform

Originated to date

£1.75bn

Across hotels, supermarkets, hospitals, pubs & holiday parks

Ground Debt closed

£800m+

Index-linked, fully-amortising, 30–50y duration

Senior Term Loans closed

£650m+

Nominal, bullet, 10–30y duration

§ 2 · Product suite

Two complementary instruments — structured liquidity across the real estate universe.

Both products are syndicated exclusively to UK bulk-purchase annuity insurers — patient, duration-matched capital that aligns with operational real estate cashflows. The choice between them is driven by Sponsor objectives on duration, indexation, covenant treatment and retention of the asset.

01 · GROUND DEBT

Ground Debt

> c. £800m of transactions completed

Duration30–50 years
IndexationIndex-linked
AmortisationFully amortising
CovenantsNo financial covenants
RecourseSPV recourse
DistributionUK BPA insurers

02 · SENIOR SECURED TERM LOANS

Senior Secured Term Loans

> c. £650m of transactions completed

Duration10–30 years
InstrumentNominal
MaturityBullet
CovenantsLimited financial covenants
RecourseSPV recourse
DistributionUK BPA insurers

§ 3 · Track record

Since inception in Q1 2021, c. £1.75bn of transactions successfully closed.

A concentrated, institutional book — built sector-by-sector with repeat counterparties on both sides of the market. Each ticket bespoke; each cashflow matched to UK BPA insurance liabilities.

CURRENT

£700m

Continental European Healthcare — national portfolio

Structure Fixed pricing
Maturity 10-year term-loan bullet facility
Status In execution

2024

£370m

UK Supermarkets — 76 assets

Indexation CPI annual 1 / 4 collar
Structure Fully-amortising 45-year facility
Counterparty Major UK grocer portfolio

2024

£670m

UK Hospitals — 27 assets

Pricing Fixed 300 bps over (all-in 6.9%)
Maturity 10-year term-loan bullet facility
Counterparty Institutional health-care platform

2024

£120m

2 Central London hotels

Indexation RPI annual 0 / 5 collar
Structure Fully-amortising 50-year facility
Counterparty UK luxury hotel group

2022

c.£250m

UK Hospitals — 10 assets

Indexation RPI annual 0 / 5 collar
Structure Fully-amortising 50-year facility
Counterparty National private health-care provider

2022

c.£90m

UK Pubs — 95 assets

Indexation CPI 5-yearly 2 / 4 collar
Structure Fully-amortising 60-year facility
Counterparty National managed-pub operator

§ 4 · End-investor base

Distributed to a diversified UK BPA insurer base — over £950bn AUM across active counterparties.

Song Capital syndicates exclusively to UK bulk-purchase annuity insurers. The institutional base spans Pension Insurance Corporation, USS, Phoenix, Canada Life, Aviva, Just and Royal London — counterparties whose long-dated, inflation-linked liabilities are naturally matched to operational real estate cashflows.

Active syndicate counterparties

Pension Insurance Corp.

£48bn

AUM · c.350k policyholders

USS

£78bn

AUM · 554k members

Phoenix

£280bn

AUM · 12m policyholders

Canada Life

£145bn

AUM · 3.6m policyholders

Aviva

£226bn

AUM · 11m policyholders

Just Group

£23bn

AUM · 650k policyholders

Royal London

£169bn

AUM · 2m policyholders

§ 5 · Senior team

Seven partners — combined experience across investment banking, M&A law, FTSE plc boards and operational real estate.

A senior team built from Magic Circle corporate law, Big-Four PE advisory, FTSE-100 board service, structured credit origination and operational real-estate asset management. Each transaction is led from the top of the firm.

01 · CO-FOUNDER

Partner & Co-Founder

Investment-banking and corporate / asset-backed special situations background. Structures financings ranging from long-dated structured notes and leveraged loans to bridge debt and preferred equity.

02 · CO-FOUNDER

Partner & Co-Founder

Magic-Circle corporate & M&A legal background spanning 30+ years. Deep experience in public and private M&A, equity and long-dated financing transactions, with a particular focus on corporate and private-equity transactions involving long-dated debt securities.

03

Partner & Executive Chairman

Three decades at a Big-Four firm — formerly Head of PE Advisory and UK Managing Partner. Prior chairman of a FTSE-100 housebuilder, senior independent NED at a FTSE-100 insurer. Active board portfolio across listed and private boards.

04

Partner

Senior operational real-estate origination and structured-credit transaction execution. Leads sponsor coverage and deal architecture across the hotels, hospitals and supermarket verticals.

05

Partner

Investor-side syndicate distribution to UK bulk-purchase annuity insurers. Leads the relationships with the seven active counterparties and ongoing dialogue with the pipeline three.

06

Partner

Asset management, ongoing covenant monitoring and portfolio surveillance across the £1.5bn book. Liaison between investee SPVs, insurer counterparties and rating agencies.

07

Partner

Structuring, tax, legal documentation and rating-agency engagement. Owns the technical execution architecture across both Ground Debt and Senior Secured Term Loan platforms.

SUPPORTED BY

Wider London-based investment & asset-management team

A full investment, asset-management, structuring and legal team supports the partner group across origination, execution and surveillance.

Detailed individual biographies available on request — withheld from this introductory deck.

§ 6 · Ground Debt — what it is & who it is for

Long-dated, fully-amortising, index-linked secured debt — structured through a lease.

Ground Debt financing is available to operational real estate owners across hotels, supermarkets, hospitals, holiday parks and pubs. Song Capital has completed £800m+ of transactions across hotels, supermarkets and hospitals, with >£2.0bn book built. GD capital is provided to institutional borrowers with large portfolios — capital is sized at 30–40% LTV on a Stabilised basis, with unfettered ability to raise further secured debt (GD is structured through a lease, so no waterfall or intercreditor requirements). Distribution is exclusively to UK BPA insurers.

Duration

30–55yrs

Sculpted to suit Borrower preference

LTV (stabilised)

≤ 50%

Look-through to underlying whole-business value where PropCo lend

Margin

250–350bps

Asset & LTV dependent · pricing ladder available

Max single loan

£0.75–1.25bn

8 weeks signing → exchange · T+5 BDs to completion

§ 7 · How Ground Debt compares

Ground Debt vs. vanilla debt and other real-estate financing options.

Where Ground Debt sits relative to the bank market, sale-and-leaseback and the income-strip product. The structural advantages — no refi risk, zero financial covenants, no SDLT leakage, retention of the asset — drive the use cases against each alternative.

	Ground Debt 30–50 yrs	Bank Debt / PPNs 5–15 yrs	Sale & Leaseback 25 yrs	Income Strip 30 yrs
Refinancing risk	No refi risk — full amortisation over term	Yes	No refi risk	Yes
Topco guarantee req.	None required	Yes	Yes	Yes · group must be IG
Financial covenants	Zero	Yes	Yes	Yes
Cure-right limits	None — no covenants, so no cure rights or limits on cure rights	Yes	Occupational leases offer no cure-right concept	Yes
Retention of the asset	Yes	Yes	No · freehold owned by 3rd party	Yes
Further-debt capacity	Yes — no intercreditor; secured bank lending on long leaseholds available	No · unlikely permitted even with intercreditor	No · limited appetite to lend on Opco basis	No · unlikely permitted even with intercreditor
Stamp Duty leakage	None	None	Yes · full leakage (sale to 3rd party)	None
Early prepayment	Yes	Yes	No · fixed 25y lease, no acceleration	Yes
Monetise / assign	Yes — full flexibility for Borrower	Lender consent required	Landlord consent required	Lender consent required

§ 8 · Illustrative Ground Debt terms

Bespoke, sponsor-focused — sculpted to the underlying operating business.

Indicative term sheet for Ground Debt financing on an operational real-estate portfolio. Terms are sculpted to suit Borrower preference around duration, indexation and amortisation profile. Eight weeks from HoTs signing to Exchange; Completion T+5 business days thereafter.

Item

Indicative terms

Commentary

Term

30–55 years

Sculpted to suit Borrower preference

LTV
Max 45–50% · look-through to whole-business value where PropCo lend
Sized on a Stabilised basis to allow Borrower to benefit from imminent business-plan value enhancement

Margin

250–350 bps (asset & LTV dependent)

Pricing ladder available to Borrower at varying LTVs

Indexation
Capped & floored RPI or CPI, annual or 5-yearly
Sculpted to suit Borrower preference

Reference rate

UK Linker

Duration = WAL = specific UK Linker rate

Covenants / cross-default

None

—

CoC restrictions

None

—

Sponsor credit

SPV

No Topco guarantee or cross-collateralisation with other facilities

Amortisation
100% over the term
Fully amortising — no refi risk

Max single loan

£750m – £1.25bn

Subject to portfolio scale & syndicate capacity

Freehold treatment / SDLT

Freeholds retained within the Group

No SDLT leakage

Early repayment

Yes, with make-whole

—

Substitution

Yes, within agreed parameters

—

Due diligence

Rating · Valuation · Legal · Tax · Technical

8 weeks from HoTs signing to Exchange · Completion T+5 BDs thereafter

Long-dated, structured liquidity for operational real estate.

A specialist structured-credit firm — financing operational real estate with sponsor-focused, long-dated capital.

Who we are

What we focus on

What we have done

Two complementary instruments — structured liquidity across the real estate universe.

Ground Debt

Senior Secured Term Loans

Since inception in Q1 2021, c. £1.75bn of transactions successfully closed.

Distributed to a diversified UK BPA insurer base — over £950bn AUM across active counterparties.

Seven partners — combined experience across investment banking, M&A law, FTSE plc boards and operational real estate.

Long-dated, fully-amortising, index-linked secured debt — structured through a lease.

Ground Debt vs. vanilla debt and other real-estate financing options.

Bespoke, sponsor-focused — sculpted to the underlying operating business.

A patient capital partner — built for operational real estate.

Coverage