Anchor Investor Briefing · Prepared for Divina Gloria Asset Management · Strictly Confidential · July 2026
The GP Stake
Minority equity in the general partner of Bay Street Hospitality Fund I — DGAM's US$135M stake met dollar-for-dollar by a US$135M Bay Street match into a jointly pre-agreed project. 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
$135M
Your Investment
$135M
Primary capital into the GP. No founder secondary — nothing cashes out.
→
Bay Street GP
13.37%
Your share of all fees, carry, balance sheet and listing value.
→
GP Commitment Into Fund I
≈ $114.8M · 85%
The sponsor commitment institutional LPs require — deployed alongside Bay Street's US$135M match.
Platform & Working Capital
≈ $20.2M · 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
$135M
Exit multiple on fee earnings
Equity stake acquired13.37%
Revenue share received (2027–32)$47.5M
Fee & carry distributions$25.7M
Exit value at listing (2032)$232.6M
Total value$305.8M
Target IRR · base case
21.5%
Gross MOIC 2.27× including all distributions
Milestone Call-Downs · 25% Each
M1 · Q4 2026 — definitive agreement signed$33.75M
M2 · Q1 2027 — Fund I first close (US$250M)$33.75M
M3 · Q2 2028 — US$2.5B AUM reached$33.75M
M4 · Q3 2029 — US$4.0B AUM reached$33.75M
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
Dollar-for-Dollar Match
$135M
Into a jointly pre-agreed project
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.
Dollar-for-Dollar Match · Jointly Agreed Deployment
Stake US$135M — Bay Street Matches US$135M
DGAM's US$135M GP stake is met with a matching US$135M commitment from Bay Street. The combined US$270M deploys into a project designated jointly by DGAM and Bay Street before documentation is signed — the project is agreed upfront, not discretionary.
DGAM Stakes
$135M
≈13.4% of the GP, indicative, at anchor-tranche pricing.
→
Bay Street Matches
$135M
Dollar-for-dollar, funded from contracted sourcing channels.
→
Combined Deployment
$270M
Into the project DGAM and Bay Street designate jointly, upfront.
Match Coverage · Contracted — $300M
Savills Capital Markets — US$250M institutional mandate, engagement executed 25 June 2026
2.2× the US$135M DGAM is matching against — covered before any pipeline converts
Engaged — On the Way, Not Yet Committed
Mirai · Munich · AsheMorgan · Shenning Investments — active relationships that would consider participation
Two anchor investors committing a minimum of US$15M each into the GP round
Engaged, not contracted — no commitments to date
How the GP stake works: DGAM's US$135M buys ≈13.4% of the GP — 85% funds the GP commitment into Fund I, 15% platform and raise execution (page 2) — called across the four 2026–29 milestones with the 12% fee revenue share (page 3). DGAM then holds GP economics on the matched US$270M deployment and on every fund the platform raises.
The deployment project is designated jointly by DGAM and Bay Street in definitive documentation. The Savills engagement is a mandate to raise, not a capital commitment by Savills; engaged parties listed have not committed capital.
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 — and the dollar-for-dollar match applies at anchor terms.
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
Match & fundraising
The US$135M match is funded from contracted sourcing channels totaling US$300M — 2.2× the requirement — but a mandate to raise is not committed capital; conversion risk remains. The reference valuation further assumes $5B raised by 2032; breakeven ≈$2.9B.
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 DGAM01 / 17