Corven & Ashby, cost and risk advisory

Construction loan GMP due diligence before the first drawdown

GMP fundamentals

Construction loan GMP due diligence is not an estimate check. It is a test of whether the price in front of you is settled, and four documents answer that question better than any review of the cost per square foot.

What the word guaranteed is doing

A guaranteed maximum price caps the cost of a defined scope of work on the day it is set. It is a real commitment and a narrow one.

Four mechanisms move cost without moving the ceiling. Owner directed changes. Allowances landing above the figure carried. Conditions excluded on the qualifications page. Design development that goes beyond the drawings the price was built from.

None of those is a defect in the contract. Every one of them is normal, disclosed and priced into how the document was assembled. The problem for a credit process is that the word guaranteed suggests a ceiling on the borrower total cost, and it is a ceiling on one component of it.

That distinction is the whole of construction loan due diligence. The question is not whether the contractor will honor the guarantee. It is how much of the borrower cost sits outside the guarantee, because that portion is funded by equity, and equity is what stands between you and the collateral.

The mechanisms are set out in what a guaranteed maximum price actually guarantees.

The four documents construction loan GMP due diligence turns on

The qualifications and assumptions page. Two to four pages, usually at the back of the amendment. Every exclusion is owner cost. Count the ones with no quantity cap, because those are the unbounded ones, and unbounded exposure against a fixed equity commitment is the condition that produces a balancing call.

The buyout or procurement log. The share of the price under executed subcontract. Work under contract is settled. Work priced from an estimate can move with the market between now and award. A price at 35 percent bought and a price at 85 percent bought are different credit propositions at the same number.

The allowance schedule. Each item is a decision deferred with a placeholder figure attached. The total, and how many are carried against superseded design, sizes the part of the number that has not been decided.

The schedule, read for logic rather than for dates. The interest reserve is sized against a completion date. If the durations and the sequence do not support that date, the reserve is undersized and the shortfall arrives as a request for an extension rather than as a construction problem.

What the borrower equity actually has to absorb

Set the four documents against the equity commitment and the picture resolves quickly.

Uncapped exclusions contribute an open amount. Unresolved allowances contribute the difference between the carried figures and a realistic landing point. Unbought packages contribute market movement between estimate and award. Owner directed changes contribute whatever the borrower decides to spend, which is a behavioral risk rather than a documentary one.

Add those and compare the total against the owner contingency, which is the only fund the borrower can actually spend. Contractor contingency sits inside the contract price, is controlled by the contractor and is spent on causes that mostly do not reach the borrower ledger. A budget presenting a combined contingency figure is overstating the equity cushion, and this is the most common error in a submitted package.

Where the open exposure exceeds the owner contingency, you are lending into a structure that requires either a capital call or a scope reduction before completion. That is not necessarily a decline. It is a condition, and it is far cheaper to attach at closing than to negotiate in month fourteen.

What the appraisal does not cover

An appraisal establishes value on completion against a set of assumptions. It is not a test of whether the construction cost is settled, and it is not built to be.

The appraiser is given a budget and generally accepts it, because testing it would require reading the contract exhibits, which is outside the scope of the instruction and outside the discipline. A cost that is 8 percent light appears in the appraisal as a cost that is 8 percent light, and the value conclusion inherits the error without flagging it.

The same applies to the plan and cost review that many lenders commission. A good one checks the budget for completeness against a standard list of categories and confirms that the schedule is plausible. Fewer of them read the qualifications page line by line and put a dollar figure against each exclusion, because that is a commercial reading rather than a technical one.

Neither exercise is deficient. They answer the questions they were asked. The gap is that no part of a conventional credit process reads the contract exhibits from the owner side, and the exhibits are where the exposure is written down.

The monitoring phase inherits the same gap. A monthly draw inspection confirms that the work certified has been performed, which is a real and necessary check on the money going out. It does not test whether the remaining work can still be delivered inside the remaining budget, and those are different questions that happen to arrive in the same envelope.

By the time a draw inspection can show a problem, the problem is spent. The exhibits could have shown it at closing, when the only cost of acting on it was a negotiation somebody else had to have.

A worked example

Example only$5.1M

Illustrative figures. Not taken from any client project and not a quotation.

A $47 million guaranteed maximum price on a hospitality project. Loan request $38 million at 62 percent of a total cost of $61 million. Sponsor equity $23 million. Budget shows contingency of $2.6 million.

The exhibits: four uncapped exclusions, of which unsuitable soils and utility relocations are material on this site. Buyout 41 percent. Allowances of $5.1 million across nineteen items, six carried against a specification superseded at the last design issue. Contingency of $2.6 million turns out to be $1.5 million owner and $1.1 million contractor.

Open exposure, built from the items: $1.9 million to $4.6 million. Available owner fund: $1.5 million.

The loan is still sound at 62 percent of cost. What changes is the condition set: a cap negotiated on two exclusions before closing, a buyout milestone tied to the draw schedule, and a reserve sized against the allowance position rather than against a percentage. Same deal, priced correctly.

What to require before the first drawdown

  1. The qualifications and assumptions page, with a dollar figure written against every exclusion.
  2. Quantity caps negotiated on the material uncapped exclusions before closing.
  3. The buyout log as a percentage and a dollar figure, updated monthly as a reporting covenant.
  4. The allowance schedule with the design basis stated for each item.
  5. The two contingency funds shown separately, with the controlling party named in each label.
  6. The interest reserve tested against the schedule logic rather than against the contract date.
  7. An independent reading of all of the above by somebody acting for neither the sponsor nor the contractor.

Item two is where the money is. A cap costs the borrower a negotiation before closing and costs you nothing, and it converts the single most dangerous category on the page from unbounded to bounded. The lender memo package is the form this reading usually takes.

What we do

We write a short memo addressed to a credit committee, built from the contract exhibits rather than from the sponsor summary. It states what the price covers, what is unbought, where the contingencies sit, what the open exposure is as a range, and which conditions would close the largest items. It does not recommend whether to lend. The reading is the cost and change exposure assessment.

Questions people ask

Does a guaranteed maximum price protect the lender?

It caps one component of borrower cost, which is the defined scope of work on the day the price was set. Owner directed changes, allowance overages, excluded conditions and design development sit outside it. Those are funded by equity, so the size of that category is the credit question rather than the ceiling itself.

Is a plan and cost review enough?

It answers a different question well. A plan and cost review checks the budget for completeness and tests whether the schedule is plausible. It rarely reads the qualifications page line by line with a dollar figure against each exclusion, which is a commercial exercise rather than a technical one.

What is a reasonable buyout percentage at closing?

It varies by delivery method and market, so the useful requirement is disclosure and tracking rather than a threshold. An undisclosed buyout position is how a price that looks firm turns out to be a forecast, and a monthly covenant on the figure costs the borrower nothing to provide.

Posted in GMP fundamentals Lenders Due diligence Drawdown GMP

This is general information about construction contracts and is not legal advice.