Yuck Factor

Here is a Bloomberg article from last week on a unit of insurance giant AIG that is suing a life settlement company.  Life settlements are are described in the article:

In such deals, called life settlements, an investor buys insurance policies from individuals and pays the premiums until they die, when the investor collects the payout. The arrangement becomes less profitable for the investor the longer the person survives.

The division of AIG, Lavastone, hired a life settlement company, Coventry, to buy life insurance policies on its behalf.  The AIG unit is suing Coventry because it bought the life insurance policies cheaper than it knew AIG would pay for the policies and then sold the policies to AIG at a mark-up.

Let's look at this closer:  An insurance company, AIG, forms a division to buy life insurance policies cheap so it won't have to pay the full face amount of the insurance policy when the insured person dies.   "Let's pay $.20 now so we don't have to pay $1.00 later."   AIG had no moral problem buying insurance policies from old or sick people at deep discounts to avoid having to pay the full face value of the insurance, but it gets mad and sues when it found out it paid a deep discount plus a little more. The article didn't state whether Coventry was tasked to buy just AIG policies or could buy any available insurance policies, but I'm sure AIG wanted Coventry to buy AIG policies.  Either way, I don't have much sympathy for AIG.

Life settlement is not a pretty business.

Friday Hijinks

Strategic Storage Trust announced big changes Friday afternoon, September 5, 2014.   It changed its name to SmartStop Self Storage, Inc. and became self managed. As part of the self-management process, SmartStop, through its operating partnership, acquired the operating assets of Strategic Storage Holdings, LLC (SSH), which is the sole member in several affiliated entities.  SmartStop is not, apparently, acquiring its sponsor, Strategic Capital Holdings.  Through SSH, SmartStop expects to receive advisory and property management revenue from the advisors to two REITs in the early stages of their capital raising period, Strategic Storage Growth Trust, Inc. and Strategic Storage Trust II, Inc.

SmartStop acquired SSH's assets for $18 million in cash plus 773,395 units of limited partnership in the REIT's operating partnership.  If the REIT's current $10.81 per share value estimate is used, this puts the SmartStop's cost to acquire the affiliates at $18,000,000 in cash plus $8,360,400 (773,395 units times $10.81), or $26,360,400.  The 773,397 units earn the $.70 per share dividend, or $541,378 per year.  SmartStop had $23.7 million of cash on its balance sheet at June 30, 2014, and the $18 million represents big portion of that reserve. 

In addition, as part of the self-management process, SmartStop granted operating partnership units and Class B operating partnership units to the former advisors of several Strategic Storage entities. The total amount of operating partnership units and Class B units was 1,624,134, which at $10.81 per share is an additional $17,556,889.    The Class B units don't earn distributions until converted to operating partnership units if SmartStop's stock price reaches certain thresholds.  All the operating partnership units earn SmartStop's $.70 per share distribution, which is worth $554,911 per year.

The annual distributions on the newly granted shares total almost $1.1 million per year, a nice yearly stipend. 

SmartStop's letter to investors - which, of course, didn't disclose the price the REIT paid for SSH's assets, you need to go to a filing to find this information - states that the transaction is accretive to the REIT's earnings.  Excellent, I would hope so.  The way SmartStop has historically overpaid its distribution it needs an accretive acquisition.  Seriously, this accretion must be based, in large part, on sales projections and related fee earning potential for the two new REITs.  Both REITs are off to slow equity raises, so I suspect the equity raise projections are more aggressive than actual historical results.   One of the two REITs is private, although it has filed an S-11 to go public, and the second is public, Strategic Storage Trust II.  Through August 2014, Strategic Storage Trust II  had only raised $9.5 million in equity since starting its offering in early January 2014, an inauspicious start.  To its credit, Strategic Storage Trust II did raise $5.5 million in August, its best month since it started its offering.  I don't know how much the private placement has raised.

In the September 5, 2014, investor letter, SmartStop said its two new REITs have $172 million of property under contract on which it can earn fees.  I'd caution that a property under contract is not the same as owning the property.  I know credit criteria has eased in recent years, but you'll still need some fancy financial engineering to buy $172 million of property with only $9 million of equity.  The two REITs need to close the transactions before SmartStop starts to earn fees related to the properties.

There is much about this deal I don't understand.   I am not clear on exactly what SmartStop bought and what it didn't buy.  I don't know the impact of buying operating assets compared to buying entities outright.  I am not sure whether SmartStop bought the SmartStop brand or just the rights to it, and if that is the same thing, or if owning the brand even has any value.  I do not know if worrying about whether SmartStop owns the brand is even a worry.  I do not know when the transaction becomes accretive.  I do know the REIT is now paying out an additional $1.1 million in distributions on all the operating partnership units it issued whether the transaction is immediately accretive or not, and, that after paying out $18 million in cash SmartStop has limited reserves to continue subsidizing its already overpaid distribution.  I am not sure how the value of the transaction was determined.  I am not sure how, if at all, the transaction will impact a liquidity event.  I do not know why I have not read about this deal in any financial press.

Investors were not asked to vote on this $44 million transaction, which doesn't shock me.  I am an optimist at heart, but the pit in my stomach grew as I wrote this post.

I have copied a section from SmartStop's 8-K filed on September 5, 2014, on what SmartStop is purchasing to see whether anyone can make more sense of it:

On September 4, 2014, SmartStop Self Storage, Inc. (formerly known as Strategic Storage Trust, Inc.) (the “Registrant”) and the Registrant’s operating partnership, SmartStop Self Storage Operating Partnership, L.P. (formerly known as Strategic Storage Operating Partnership, L.P.) (the “Operating Partnership”), entered into a series of transactions, agreements, and amendments to the Registrant’s existing agreements and arrangements (such agreements and amendments hereinafter referred to collectively as the “Self Administration and Investment Management Transaction”), with Strategic Storage Holdings, LLC (“SSH”) and the Registrant’s advisor, Strategic Storage Advisor, LLC (the “Advisor”), pursuant to which, effective as of August 31, 2014, the Registrant acquired the self storage advisory, asset management, property management and investment management businesses of SSH. SSH is the sole member of the Advisor and Strategic Storage Property Management, LLC (the “Property Manager”). The Advisor had been responsible for, among other things, managing the Registrant’s affairs on a day-to-day basis and identifying and making acquisitions and investments on the Registrant’s behalf. As a result of the Self Administration and Investment Management Transaction, the Registrant is now self-managed, succeeds to the advisory, asset management and property management arrangements with two additional REITs, Strategic Storage Trust II, Inc. (“SST2”) and Strategic Storage Growth Trust, Inc. (“SSGT”), and has the internal capability to originate, structure and manage additional investment products which would be sponsored by the Registrant.

SSH Contribution Agreement

On September 4, 2014, the Registrant and the Operating Partnership, as Contributee, and SSH, as Contributor, entered into a Contribution Agreement (the “SSH Contribution Agreement”) whereby, effective August 31, 2014, the Operating Partnership acquired substantially all of SSH’s operating assets, including (a) SSH’s 100% membership interests in (i) the Property Manager, (ii) Strategic Storage Opportunities, LLC (“SSO”), (iii) Strategic Storage Realty Group, LLC, the parent company of the advisor and property manager for SST2 and SSGT, respectively, and (iv) Strategic Capital Markets Group, LLC, which owns a 15% non-voting equity interest in Select Capital Corporation, the Registrant’s former dealer manager and the current dealer manager for SST2 and SSGT, (b) all equipment, furnishings, fixtures, computer equipment and certain other personal property as set forth in the SSH Contribution Agreement, (c) all intellectual property, goodwill, licenses and sublicenses granted and obtained with respect thereto (including all rights to the “SmartStop^®” brand and “Strategic Storage” related trademarks), (d) all of SSH’s Software as defined in the SSH Contribution Agreement, (e) all of SSH’s processes, practices, procedures and workforce (including a fully integrated operations team of approximately 300 self storage and other professionals), and (f) certain other assets as set forth in the SSH Contribution Agreement, in exchange for $18 million in cash and 773,395 units of limited partnership in the Operating Partnership (“OP Units”).

The Quiet Liquidity Event

Liquidity events for non-traded REITs have become so routine that Tuesday's announcement that Cole Corporate Income Trust (CCIT) is being acquired by Select Income REIT (SIR) seemed a non-event.  CCIT investors can choose to take $10.50 per share in cash or receive .36 shares of SIR stock for each CCIT share.  Neither the cash option or the stock option can exceed 60% of the total.  The merger values CCIT at $3 billion and is expected to close in early 2015.

The Wall Street Journal's article on the transaction is worth reading, and here is the Bloomberg article on the deal.  American Realty Capital Properties / Cole Capital's press release on the transaction notes that $.20 per share is being paid for incentive fees and transaction costs.  I like this disclosure, as many of these non-traded REITs' liquidity events involve fees to their sponsor firms.  I have not seen the incentive fees so clearly disclosed before and would like to see these listed on all future liquidity events.

Complacency is never good.  Non-traded REITs are long-term, illiquid investments, and liquidity events should not be viewed as a regular occurrence.  The market has favored liquidity events for a few years, but this has not always been the case, and markets can change fast.

Speaking of liquidity events, I was on vacation when the NorthStar Realty Finance (NRF) agreed to acquire Griffin-American Healthcare REIT II in a $4 billion transaction.  By the time I got back to work most of the news on the deal had been out for more than a week making any thoughts I had on the deal stale.  I am still watching for updates and will comment as appropriate.

Glad That Passed

Here is a Bloomberg article on the rebound in junk bonds after a brief sell-off in late July and early August.  Yields on junk bonds have dropped to 5.54%, well below their recent high of 6.01% on August 1.  For a few days there I thought the market had come to its senses and was adding a healthy risk premium to junk bonds.  I guess not.

Note Restructure

InvestmentNews' Bruce Kelly has a good article out this afternoon on the Thompson Note Restructure.  I've had the (dis)pleasure of reading the restructure plan and it affirms my opinion that private notes are tricky, tricky deals.

Kite Completes 1-For-4 Reverse Split

Kite Realty (KRG), which completed its merger of Inland Diversified in early July, finalized its 1-for-4 reverse stock last week.  Investors who originally paid $10.00 per share for their Inland Diversified shares received 1.7 KRG shares in early July, and then these shares were subject to last week's reverse split.  The pre-split breakeven price of KRG's stock for an original Inland Diversified investor was $5.88 ($10.00 divided by 1.7).  The new split-adjusted breakeven price is $23.52, by my calculations ($5.88 times 4).

Today, August 20, 2014, KRG closed at $26.13, or the equivalent of $11.11 to an Inland Diversified investor.

Dented Projections

In the 1990s I sat through several Harry Dent presentations at various financial conferences.  Back then, touting one of his books, Dent predicted the Dow reaching 35,000.  In a reversal, he is now warning of a Dow 6,000 - he has another book to sell!  This CBS Money Watch article from 2013 shows how wrong Dent's guesses have been since the '90s.  Dent is about as worthless as pessimist Peter Schiff.  They can't even prove the saying that a broken clock is right twice a day, because apparently they are broken digital clocks, which are never right.   Together, you can call their speculations dented pieces of schiff.  

Multifamily Starts and Completions

The monthly housing numbers vary widely. According to a Reuters' article on today's housing figures:

Groundbreaking surged 15.7 percent last month to a seasonally adjusted annual 1.09-million unit pace, the Commerce Department said on Tuesday, snapping two straight months of declines.

It is hard to get a good read on housing through one month's data.   Calculated Risk has two good article on today's figures.  The first, here, summarizes the housing report, and the second, here, gives more insight, and both articles put the housing figures into a wider context.  After reading the two posts I am optimistic about housing's continued strength. 

The data on multifamily starts and completions was interesting, especially after reading and posting Monogram Residential Trust's valuation assumptions yesterday.  Calculated Risk has the following graph:

Multifamily construction starts are approaching levels not seen since the late 1980s.  The added supply have to put pressure on cap rates and rental growth rates as multifamily owners compete with one another.

Monogram Q&A

The Monogram Residential Trust Q&A regarding its recent valuation is worth a read.  It is eye-popping.  This blog has discussed valuation methods before and is not going to regurgitate the topic again.  But it is worth noting that Monogram determined its value, while Duff & Phelps was used to verify Monogram's valuation assumptions and methodologies. 

Monogram valued its operating properties using forward cap rates and rental growth assumptions based on various markets across the country.  Rental growth rates ranged from 1.7% to 4.9%, with an average of 3.4% annually.  Cap rate assumptions ranged from 5.0% on the high end to a low of 4.2%.  Properties under development were valued using similar methodologies: 

These inputs included construction costs, completion dates, lease up rates, rental growth rates, operating expenses, occupancy, capital expenditures, exit capitalization rates, and discount rates.

The question I have is how does this REIT come up with a value of only $10.41 per share when it uses forward projections with rental growth rates over 3% and cap rates under 5%?

Can't Tell The Players Without A Program

Dollar General, Dollar Tree and Family Dollar Stores.  I'll admit, it is hard for me to tell the three discount retailers apart, but look at the portfolio of any retail-focused, net lease real estate investment trust and you'll likely see properties leased to one or more of the three companies.  Too add to the confusion, Dollar General is in a bidding war against Dollar Tree to buy Family Dollar Stores.  To help poor saps like me, all three companies should merge and call the new company Super Dollar. 

Tweet Worthy

I need a twitter account for this blog because some things I read are only worth the 140 characters of a tweet.  In an email today pushing its annual conference, REISA highlighted a session called "The Anatomy Of A Successful Oil and Gas Deal."   Besides hosting a fantasy session, apparently REISA forgot that its full name is Real Estate Investment Securities Association.  A look at the companies sponsoring this year's REISA event includes several oil and gas companies and the sponsor of a dodgy note program. (The notes are backed by life insurance policies - i.e. people have to die to pay interest and principal.)  Good times.

Monogram Seeks To Join Liquidity Bandwagon

Monogram Residential Trust, the formerly named Behringer Harvard Multifamily REIT I, announced yesterday that it plans to list its shares on a national exchange.  Like the Inland American disclosure earlier in the week that it is spinning off its lodging properties, the Monogram news was vague on specifics.  Monogram's board has authorized the start of "the process of exploring a potential listing on a national exchange."  The REIT's board has apparently explored various liquidity options and has decided that a listing provides the best opportunity for investors. 

The REIT made the decision to terminate its share repurchase program and its distribution reinvestment plan even though the listing timing is not clearly defined.  An open-end listing date combined with stoppage of the share repurchase program is an invitation to mini-tender firms to step in and offer low-ball bids for now completely illiquid shares. 

Separately, Monogram announced a new estimated per share value of $10.41 per share, an increase from the $10.03 per share as of March 1, 2013.  I should not have to state this but will any way: remember, the $10.41 is the REIT's estimate per share only and any listing price, or mini-tender offer, will likely vary from this price.

A successful listing - any price near $10.00 per share - for Monogram would not only be positive for investors, but for Behringer Harvard, too.

No Verruca Of A Deal

It was just a year ago when the $10 billion Inland American REIT announced it was selling $2.3 billion of properties to various American Realty Capital REITs.  Inland American didn't distribute any sale proceeds to investors from that sale.  Inland American announced earlier this week it was forming a separate, publicly traded company for all its lodging assets.  This time, Inland American investors will receive shares in the new company, while retaining shares in Inland American.

The new lodging company is called Xenia Hotels & Resorts, Inc., with a symbol XHR.  The spin-off is expected to be completed in four to eight months and include nearly fifty properties.  Key details, like whether investors are going to have their shares locked up for a certain period, or what the estimated value of the lodging transaction is to an Inland American investor, have not been finalized and were not in Inland American's filing or this InvestmentNews article.  Inland American is focusing on three main property types: lodging, multi-tenant retail and student housing. 

I am glad Inland American picked such an easy name for its new company.  Here is the definition of xenia:

xenia |ˈzēnēə, -nyə|
noun Botany
the influence or effect of pollen on the endosperm or embryo, resulting in hybrid characteristics in form, color, etc., of the derived seed.

After reading that crazy definition of a xenia, I am reminded of the goof name Veruca Salt from Roald Dahl's Charlie and the Chocolate Factory.

BREAKING NEWS - INTERVAL FUNDS ARE FUNDS-OF-FUNDS

DATELINE: AUGUST 13, 2014, ALTERNATIVE INVESTMENT UNIVERSE

THIS BLOG HAS DISCOVERED THAT INTERVAL FUNDS ARE FUNDS-OF-FUNDS.  INTERVAL FUNDS RAISE EQUITY TO INVEST IN OTHER INVESTMENT FUNDS, THE DEFINITION OF A FUND-OF-FUNDS.   INTERVAL FUNDS HAVE TWO LAYERS OF FEES... FEES AT THE INTERVAL FUND LEVEL AND FEES AT THE INVESTMENT FUND LEVEL.  ANY RESEARCH OR DUE DILIGENCE REPORT ON INTERVAL FUNDS SHOULD DISCLOSE THIS DATA.

IN A RELATED STORY, THIS BLOG HAS LEARNED THAT THERE IS NOTHING WRONG WITH FUNDS-OF FUNDS.

Cracks in the Credit Facade

Here is a cheery Bloomberg article to start your day.  It goes into detail on a few pending CMBS offerings and how issuers are having to boost yields to get their bonds sold, as investors are worried about credit quality and want to get paid for added risk.  Gee, what a concept.  Like the article I linked to yesterday, there are plenty of facts in this article and I don't want to excerpt key points out of context. 

I will note this quote, though:

Property values in the largest U.S. cities have surpassed their 2007 peaks, encouraging demand, after plunging as much as 42 percent in the aftermath of the credit crisis, according to Moody’s/RCA Commercial Property Price Index .

I have read plenty of articles in recent months about the drop in lending standards.  Investors' search and desire for yield has made them less concerned about credit quality.  It seems a welcome push back has begun.  It needs to spread beyond real estate.  

Big Deal?

I have been away for a week or so recharging the batteries and sharpening my pencil.  I just saw this Reuters article on regulator scrutiny of private equity leveraged loans, which I suspect includes loans made by business development company loans, too.  This seems like a big deal to me and an issue worth watching.    I'm not going to excerpt any portions of the article because no passage makes sense out of context.  The article is short and worth a read.

Gibberish With A Dash Of Wisdom

This InvestmentNews article from yesterday has me scratching my head.  It's an opinion piece, loose on facts.  The article is written by the manager of the Resource Real Estate Diversified Income Fund (RREDX), an interval fund that invests a portion of its assets in non-traded REITs.   I am going to address a few points from the article.

This sentence early in the article is an understatement:

The best type of liquidity event is when nontraded REIT investors tend to make a profit on their initial investment.

 Duh.  I'm not sure what I can add to this bit of brilliance.

This specious passage troubled me:

Most liquidations happened in one of three ways:
1) An IPO into the REIT public market
2) A sale to an affiliated publicly traded REIT
3) A sale to a REIT sponsor that is a publicly listed company

Very few non-traded REIT liquidity events involve an Initial Public Offering.  An IPO as part of a listing has a stigma attached to it and indicates a REIT is in financial difficulty.  Does anyone remember Inland Western, now Retail Properties of America's (RPAI) IPO and listing?  An IPO involves raising new equity capital - that is the IPO part - and the few non-traded REITs with IPOs attached have locked up existing shareholders.  This happened with the former Wells Timberland (now Catchmark Timber Trust (CTT)) and BlueRock Residential Growth (BRG). 

A listing of shares not involving an IPO is a more common liquidity event.  Examples include American Realty Capital Trust, American Realty Capital Healthcare Trust (HCT), American Realty New York REIT (NYRT), United Development Funding IV (UDF), Cole Credit Property Trust III (listed as Cole Real Estate Investments)), Wells REIT II (Columbia Property Trust (CXP)), and CB Richard Ellis (Chambers Street (CSG)). 

The second point, the sale of a non-traded REIT to an affiliate requires a listed affiliate, which only applies to a few sponsors.  American Realty Capital, through listed American Realty Capital Properties (ARCP), and WP Carey (WPC) have used this method.  NorthStar Realty Finance (NRF) has the potential to use this strategy, but it has not to date.  Inland has several listed REITs but has not used these traded companies to buy or merge with any other Inland non-traded REIT.

The third point, sale of a non-traded REIT to a listed REIT sponsor, is even more tenuous.  The only example that I can think of is ARCP buying Cole Real Estate Investments last fall.  If the rumored NRF acquisition of Griffin-American Healthcare REIT II ever happens, that would be the second example.  A non-sponsor listed REIT buying a non-traded REIT is more common.  Kite Realty (KRG) purchased Inland Diversified earlier this year and Spirit Realty (SRC) acquired Cole Credit Property Trust II in 2013.  Both acquisitions were positive for the buyers.  Inland sold its second REIT to Developers Diversified (DDR) back in the mid-2000s.  There have been several post-listing acquisitions for former non-traded REITs, too, with Realty Income (O) acquiring American Realty Capital Trust after it listed, and now American Realty Capital Healthcare Trust (HCT) is being acquired by Ventas (VTR). 

If you look at the logic behind point three, it becomes a mute point.  Buying a competitor's non-traded REIT makes that competitor look good by giving it an instant track record and liquidity.  It makes no sense for a sponsor to give this advantage to competitor.  Plus, sponsors make big money during the capital raise and investing period, not so much from managing invested assets.  From a sponsor perspective, it's a poor business decision to buy a fully invested company after this one-time, money making opportunity is gone.

I am sick and tired of the fear-mongering trope about rising interest rates.  This article speaks as if rates have already gone up and stocks have tanked.   The article states:

We have also seen a decrease in the valuation of many of the net lease publicly traded REITs, the asset type that represents approximately two-thirds of the nontraded REIT market, due to concerns about higher interest rates.

Whether or not this is an opinion piece, the statement is wrong.  Check the stock charts of O, SRC, WPC and ARCP.  With the exception of ARCP, all are at, or not far from, 52-week highs, and ARCP is trading strong.  Yields on the ten-year Treasury are below 2.50%, and are down about 50 basis points from the start of the year.  Yes, some day interest rates are going to increase, but it has not happened yet.    

I'll finish on a positive note.  The following statement alone is worth reading the article:

Instead, investors should be prepared to stay in non-traded REIT programs longer and focus on the attractiveness of the investment, rather than an early exit.

Non-traded REITs are long-term investments, not short-term flip vehicles.  Recent liquidity events have been positive for investors, sponsors, and brokers.  I hope it continues.  But any investor in a non-traded REIT should be prepared to hold their investment for the maximum time stated in the offering prospectus, if not longer.

North Dakota Oil Boom

Here is a short article worth reading from the Fivethirtyeight blog.  It discusses the boom in North Dakota's oil production, primarily in the Bakken Shale formation.  Besides the two startling graphs imbedded in article, this passage stood out:

The issue isn’t whether North Dakota will run out of oil. There’s little doubt that the Bakken Shale, North Dakota’s main oil-producing reservoir, contains billions of barrels of crude. The question is about getting it out. A well’s production rate — how much oil it pumps in a given amount of time — falls quickly, and wells drilled into shale rock like the Bakken decline especially fast, as much as 70 percent in the first year. That means oil production is a treadmill: Companies have to keep drilling just to keep production flat. The more they produce, the more they have to drill to keep up.

The 70% first year decline is incredible.  To help some of the depletion, drillers, through technological advances, have increased well productivity.   Wells on line for at least a month produced 116 barrels a month in 2007, now produce over 500 barrels a month.  

Sloppy Work

Recently I read an article and investment report on two finance companies that pay sizable current distributions and interest, all of which are supported by accrued revenue.  Accrued revenue or accrued interest is not paid until an investment or loan matures.  For example, if a company makes a two-year, $1,000,000 preferred equity investment with a 12% accrued interest, in two years the company will receive back the $1,000,000 in principal and $240,000 of interest.  There is a lag before a company realizes accrued revenue. 

If a company is paying a current distribution that is backed by accrued revenue, cash has to come from somewhere until the accrued revenue is realized.  This typically is either through borrowing or equity.  Eventually, as a finance company grows and matures, its flow of realized accrued investments should exceed the amount it pays in distributions. 

This is not yet the full situation in the two finance companies where 100% of their investments are accrued, and their current distributions are being paid through reserves, equity, borrowings, and in one company, some operating cash flow (realized accrued income).  Neither the article nor the investment report noted the accrued income, the time differential between when revenue is booked and when cash is realized, or addressed how the companies were paying current distributions.  This annoys me and it is sloppy work.   I believe the authors did not fully understood the companies they were writing about, which is bad.

There is nothing wrong whatsoever with finance companies that originate or own accrued investments.  If a finance company makes accrued investments with equity or borrowings that require current distributions or interest payments, how the company supports those current distributions or interest payments is important information.  Unfortunately, you would not get this information from the two pieces I read.

Filling A Void

I noted at the end of a post last week that Griffn-American Healthcare REIT II's shareholders are being solicited by a mini-tender firm.  The firm is offering to buy shares at a strong price compared to the REIT's original offer price.  Griffn-American REIT II is not the only non-traded REIT where shareholders are being approached by the mini-tender firms.  Signature Office REIT, the formerly named Wells Core Office REIT, and Strategic Storage Trust are also being targeted by mini-tender firms.  Below is a table with the offer price, tender price, and discount for the three tender offers:

Non-Traded REIT	Orig. Offer Price	Tender Offer	Discount to Offer
G-A Healthcare II	$10.00 to $10.22	$10.00	0.0% to 2.2%
Strategic Storage Tr	$10.00 to $10.79	$7.25	27.5% to 38.8%
Signature Off. REIT	$25.00	$16.00	36.0%

 
All three of the non-traded REITs have terminated or suspended their share repurchase plans as they seek liquidity events, which have spurred the mini-tender firms.  These companies are annoying, to say the least, to non-traded REITs.  The mini-tender firms are money managers - not altruists - looking to acquire shares at cheap prices, not necessarily pay market prices, but they are stepping in to provide a limited form of liquidity where none is available.  The cliche is buyer beware, but in this case, it is seller beware.