Tough To Read

Here is a Bloomberg article on the decline of Sears.  It is a sad story for a company that was America's top retailer for nearly 100 years.  The article states that Sears' decline in the 1980s when it "made a real estate play instead of focusing on selling stuff."  I am not a fan of financiers owning retailers, but Sears' issues pre-date Eddie Lambert's acquisition of it in 2004, although he has played his part in Sears' downfall:

Since then, Sears and Kmart have been slowly dismantled by Lampert. Implementing a culture of warring tribes, one in which divisions would battle it out for resources, little cash was funneled back into reviving physical stores. Chunks of the business were sold to keep the lights on. In January, the company sold the famous tool brand Craftsman to Stanley Black & Decker Inc. for about $900 million. “He did nothing to maintain the stores—nothing to spiff them up and make them a nice place to go shopping,” said Robin Lewis, a longtime industry analyst and chief executive of the Robin Report.

Is A Financial Flu Contagious?

I received a long email from Walton International, the large land syndicator, describing its Canadian parent's restructuring.  I don't know Canadian bankruptcy terms, but it sounds like a Chapter 11 restructuring.  Walton offered many land deals in the United States, but its Canadian housing operations were always touted as the backbone of the organization.  Here is part of the email:

On April 28th, 2017 Walton International Group Inc. (“Walton Canada”), an entity organized in the province of Alberta Canada, and several other Canadian affiliates and Canadian development entities (collectively, the “Canadian Filing Entities”), announced that they have obtained an Initial Order from the Court of Queen’s Bench of Alberta (the “Canadian Court”) for creditor protection under the Companies’ Creditors Arrangement Act (“CCAA”). This filing in Canada (the “CCAA Proceeding”), allows Walton Canada to stabilize its affairs, with a goal of restructuring certain obligations and other attributes of the Canadian Filing Entities and Walton Canada emerging as quickly as possible as a more profitable operating company. The Canadian Filing Entities are wholly owned direct and indirect subsidiaries of Walton Global Investments, Ltd. (“Walton Global”), a parent company also organized in Alberta Canada, which is not a Canadian Filing Entity.

The relief requested by the Canadian Filing Entities was precipitated by the downturn in the Alberta economy. The primary driver of the poor economic situation in Alberta is the severe and sustained drop in energy prices that began in 2014. The resulting decrease in demand for Walton’s products in Canada and resulting liquidity and financial difficulties of certain development projects in Alberta has created this situation.

I have been trying to think of a situation where the financial problems of a sponsor have not impacted its funds, even though the funds are separate entities from the sponsor.  No example jumps to mind.  Walton goes to great lengths in its email to distinguish between its Canadian operations and entities and its American land funds, and this is correct.  One thing about Walton though, there was always lack of transparency on the other entities involved, besides the U.S. funds, on its U.S. land deals, so I would not be surprised to learn that U.S. investors own land near or adjacent to land owned by a Walton Canadian entity.

Walton has been sloooooow to sell its land deals, in large part, in my opinion, because the longer Walton owns the land the more of the up front reserved management fees it gets to keep (and believe me, Walton reserved years of fees).  With its Canadian financial problems, and a stack of prepaid, reserved fees in its U.S. land funds, do not look for Walton to start selling properties until its gets all those reserved fees.

Towards the end of the email Walton says, "While we know this information may cause concern, we ask for your patience in contacting Walton with further inquiries on the situation while we work through this restructuring."  Don't call us, we'll call you.  Comforting.

Yanking The Deal

I read in this morning's DI Wire that Resource Real Estate is suspending its Resource Innovation Office REIT, and will restructure it as a Net Asset Value REIT.  The REIT had raised less than $5 million in the nearly two years since it was declared effective, so I am guessing that tweaking the fee structure is not going to suddenly make this REIT attractive to broker dealers and investors.  Resource America, the parent of Resource Realty, was purchased by C-III Capital Partners, a large real estate investment firm, in deal that closed in early September of last year.  

I don't know C-III's plan for the Resource non-traded REITs, but I think broker dealers and investors would like to see an investment offering C-III's real estate expertise.  Trying to push legacy Resource deals in a tough environment is not working.  C-III has controlled Resource for eight months and its time put its institutional real estate expertise and its balance sheet to work attracting retail investors. 

Quicksand

Yesterday's DI Wire was full of press release reprints.  I noted one in my previous post, and here is another on First Capital Realty Trust hiring a new CFO.  I have lost track of how many CFOs this firm has had since new management took over in September 2015, but I am running out fingers to count them.  First Capital still has not filed any financial statements since the second quarter of 2015.  I don't see working with outside auditors as a job description when I read the duties of the new CFO: "overseeing all aspects of the finance function, including capital market activities, financial reporting, accounting, tax and internal audit." This new guy will last until he realizes he is getting paid in Operating Partnership units.

The DI Wire story also noted First Capital's big transaction in Sacramento, California, called Township Nine, and how it is working on a strategic transaction with Presidential Realty Corporation.  The story omitted that the mortgage securing Township Nine is in default and how resolving this debt supersedes any activity on the property.  Oops.  I wrote about the Township Nine mess here. 

The good news is that there are still third party "due diligence" firms writing reports on this outfit.  I bet they are not getting paid in OP Units.

Mystery Solved

Strategic Storage Growth Trust Inc. raised over $93.5 million in equity in the last month of its offering.  The March equity inflow represented nearly 41% of all the equity the REIT received in its entire offering period, which was over two years, and the REIT's last three months of equity inflows totaled a staggering 57% of its equity.  A non-traded REIT, long into a previously weak offering, does not experience big inflows without a reason.  

Yesterday, I believe I learned the reason.  The DI Wire reported (OK, mostly reprinted Strategic Storage's press release) that Strategic Storage Growth Trust had announced a Net Asset Value per share of $11.56 per share.  All the new money - $131.5 million in the first three months of 2017 -  that went into the REIT at $10.05 per share, now have a new value of $11.56 per share.  Nice!  

I suspect Strategic Storage was whispering about the higher pending valuation and that resulted in the huge money inflow.  This strategy has been used before by Strategic Storage and other sponsors to raise big money over the short period between when they receive the new valuation and when they announce the new revaluation.  It is a good story: market a non-traded REIT at price per share that the sponsor knows for sure is going to show a much higher value in a matter of weeks, and then sponsor and financial advisor look like geniuses and new investors are happy.    If something works, stick with it.  But remember, you can't spend a valuation increase in a non-traded security.

Retail Tipping Point and Wider Impact

Here is a New York Times article from over the weekend on the impact of store closings.  The article is broad in its scope.  There are so many factors impacting retail that it is hard to point to one dominant cause for retail's problems.  E-commerce is surely a factor and the improvements to delivery will drive its growth.  Still, trying clothes on before purchase is not going to go away.  Buying online on spec and hoping clothes fit gets old fast with the hassle of returns. But something big is happening, especially since the overall economy is still growing.

Store closures, meanwhile, are on pace this year to eclipse the number of stores that closed in the depths of the Great Recession of 2008. Back then Americans, mired in foreclosures and investment losses, retrenched away from buying stuff.

The current torrent of closures comes as consumer confidence is strong and unemployment is low, suggesting that a permanent restructuring is underway, rather than a dip in the normal business cycle. In short, traditional retail may never recover.

A strong real estate market is not helping retailers.  As landlords push rents they are forcing retailers to close, and apparently, it is not just the small, local retailers, as evidenced by empty stores on 5th Avenue, Beverly Hills, and SoHo.  I noted this urban high rent blight here. 

I repeat this passage in the middle of the New York Times article without much comment because of its severity:

Between 2010 and 2014, e-commerce grew by an average of $30 billion annually. Over the past three years, average annual growth has increased to $40 billion.

“That is the tipping point, right there,” said Barbara Denham, a senior economist at Reis, a real estate data and analytics firm. “It’s like the Doppler effect. The change is coming at you so fast, it feels like it is accelerating.”

This transformation is hollowing out suburban shopping malls, bankrupting longtime brands and leading to staggering job losses.

More workers in general merchandise stores have been laid off since October, about 89,000 Americans. That is more than all of the people employed in the United States coal industry, which President Trump championed during the campaign as a prime example of the workers who have been left behind in the economic recovery.

The job losses in retail could have unexpected social and political consequences, as huge numbers of low-wage retail employees become economically unhinged, just as manufacturing workers did in recent decades. About one out of every 10 Americans works in retail.

I think it's time to start start re-purposing or razing real estate.

Another Reason Altnertative Sales Are Down?

Last weekend, I read this article on the Above The Market blog describing various financial advisor personality types.  In short, these personality types base their investment recommendations on alternatives to evidence-based investing.   The article's examples include fear-based advisors, intuitive-based advisors, and self-righteous-based advisors.  The advisor type that is hurting alternative sales is the ideology-based advisor.  These advisors believe that when an opposing political party is in office the stock market is bad and hard assets are where to invest, and when their political party is in power the stock market is where to invest.  The investment recommendations are based on political beliefs, not solid investment research. 

The New York Times had an article on how even economic data is now partisan.  It appears that the partisan divide is getting worse.  The following is from the article:

Since Donald J. Trump’s victory in November, consumer sentiment has diverged in an unprecedented way, with Republicans convinced that a boom is at hand, and Democrats foreseeing an imminent recession.

“We’ve never recorded this before,” said Richard Curtin, who directs the University of Michigan’s monthly survey of consumer sentiment. Although the outlook has occasionally varied by political party since the survey began in 1946, “the partisan divide has never had as large an impact on consumers’ economic expectations,” he said.

This is scary from an investor standpoint, as even hard data is being skewed or interpreted through a partisan filter.  Anecdotally, based on my interaction with financial advisors that favor alternative investments, many fall on the right side of the political spectrum, some to the right of right.  This political outlook, coming after the credit crisis and recession of 2008 and 2009 and the election of a Democratic president, I believe, led many advisors to recommend the perceived safety of hard assets and helped the sale of non-traded securities.  This world view is now bringing money back to the stock market.  (Poorly designed T Shares are hurting sales, too.)

Advisors and investors need to start looking at evidence and make decisions based on sound, unbiased data, not a gut feel, or a pundit's opinion on Fox News, or MSNBC.   I'll be the first to admit that the political channels and websites are entertaining these days, but take your investment advice from the business pages, not the editorial pages.  Markets and investments are politically unbiased, and they perform independent of what ever party is charge.  Policies may help specific investments, like how easy lending standards boosted home prices in the 2000s, but over the long term, markets react to underlying economic principals, not politics.

Corporate Captial Trust Explores Liquidity

Corporate Capital Trust, the $2.8 billion CNL/KKR business development corporation, released a filing on Wednesday stating that its board has approved a plan for the BDC to seek liquidity within the year through a listing on an exchange.   As part of the liquidity, KKR will move from a sub-advisor role to advisor, replacing CNL in this capacity.  CNL will have representation on a special advisory committee that will be formed upon liquidity. 

Of course, seeking liquidity is not assured liquidity.  This seems like positive news for the non-traded alternative industry.

More Malls

Here is a Washington Post article on the troubles facing malls and retailers.  This passage is a great summary of the current retail environment:

The retrenchment comes as shoppers move online and begin to embrace smaller, niche merchants. As a result, many major chains now find themselves victims of a problem of their own making, having elbowed their way into so many locations that the nation now has more retail square footage per capita than any other. To use the industry vernacular, they are simply “overstored.”

You can add "overleveraged' to overstored to describe the trouble facing many retailers.  I think I am part or the problem because I seek out and shop at "smaller, niche merchants."  It is time to start razing malls and building housing.

Zero + Zero = Zero (And a Loss of Dignity)

The I received an email yesterday announcing the acquisition of Freedom Capital Investment Management by First Capital Real Estate Investments.  The merger to end all mergers - a fringe non-traded REIT sponsor buys an aborted business development company.  First Capital, whose flagship public REIT has not filed a financial statement since the second quarter of 2015, is apparently taking over a BDC that never raised any money.  What can go wrong?

Freedom Capital was formed in June 2014 and its escrow agent finally terminated the escrow agreement at the end of 2016 because the BDC could not raise any money.   In typical First Capital fashion, its acquisition of Freedom Capital involves no cash, but a secured promissory note payable over time.   Hey, Freedom Capital guys, good luck getting any money.  But really, is a BDC that never raised any money worth more than a "payable over time promissory note?"

What broker dealers are lining up to offer shares in this can't miss cesspool?  Somehow - and the most shocking revelation in the March 30, 2017, supplement that announced the Freedom Capital acquisition - the new First Capital Investment Corporation has $6,130,000 in investor capital.  I wonder where this money came from?

And Dr. Robert Froehlich, you earned some fame last year when you resigned as an independent director from two AR Global REITs and publicly blasted AR Global's conflicts of interest, but what the heck are you doing entangling yourself with these numbskulls?  I get it that you miss the independent director compensation, but this outfit is a dignity black hole.  You can't get it back.  Did you bother to look at the BDC's portfolio?  Its only investment is a loan to an affiliated company, First Capital Retail, LLC.  I'll spell it out and underline it for you in case you forgot: C-O-N-F-L-I-C-T O-F I-N-T-E-R-E-S-T!!   The affiliated loan is $1,500,000 at LIBOR plus 9%, and is due March 31, 2018.  I would not be surprised if this affiliated loan pays no current interest but has all interest due at maturity.  BDCs are regulated companies and have strict prohibitions about investing in affiliated transactions.  Dr Bob, you are a conflicts of interest magnet.

Garbage like this is why I get up in the morning. 

Retail's Preppy PE Blues

Here is a Bloomberg article that was sent to me on the departure of J. Crew's long-time creative director.  I don't care too much about the fashion loss, but these two paragraphs jumped out at me:

The change brings fresh upheaval to a chain suffering from sputtering sales, heavy debt and a broader shift away from mall-based retail. Same-store sales -- a key measure -- fell 7 percent last year and 8 percent in 2015. The company also has been hobbled by borrowing tied to its 2011 purchase by TPG Capital and Leonard Green & Partners LP.

J. Crew, led by Chief Executive Officer Mickey Drexler, has been trying to turn around its operations by closing stores, cutting costs and streamlining its inventory. The efforts have helped reduce red ink: The company posted net income of $1.1 million in its most recently reported quarter, compared with a loss of $7 million a year earlier.

I italicized the sentence above.  Add J. Crew to the list of retailers potentially ruined by private equity firms.  Mickey Drexler is a retail veteran, which is positive for J. Crew, but the private equity debt expense makes his job tougher.  The fashion industry is difficult enough with changing consumer trends and tastes, without adding the noose of private equity instituted debt.  Of course, the private equity principals paid themselves from the borrowings that now threaten J. Crew, so they don't care. 

Turn Out The Lights

Lightstone Capital Markets announced today, March 31, 2017, that it is terminating the offering of its hotel equity Lightstone Value Plus III and its affiliated mezzanine lending Lightstone Real Estate Income Trust.  Lightstone's letter explaining the offering terminations stated that a combination of (unspecified) factors lead to the decision to stop raising capital in its two public non-traded REITs.  It assured investors that concerns for the capital already invested was not a reason.

Lightstone has never been a capital raising powerhouse.  It was bringing in $10 million to $15 million per month combined in the two REITs on a consistent basis.  By current standards this is a respectable capital inflow, but it is by no means great.  I suspect this slow, expensive raise, was the leading factor in Lightstone's decision to close the two REITs' capital offerings.  Through February 2017, Lightstone Value Plus III had raised $124 million in equity and Lightstone Real Estate Income Trust had raised $73 million.   Let's be clear, real estate companies never stop steady capital inflows regardless of the market outlooks - unless cheaper money is available.  Any notion that Lightstone is halting capital because it cannot find attractive deals is nonsense.  

Separately, Lightstone had told broker dealers for several years that Lightstone Value Plus REIT II, the predecessor REIT to the now-closed Lightstone Value Plus REIT III, was ready for a liquidity event and that it was in advance talks with potential purchasers of the REIT.  It is my opinion that any near-term liquidity event for Lightstone Value Plus REIT II is now unlikely.  Investor capital from a liquidity event no longer has a Lightstone fund in which to reinvest and would leave to other non-Lightstone investments, which is the biggest fear of firms that receive asset management fees, and a disincentive for Lightstone Value Plus II to seek liquidity.   

My Retail Obsession

Here is another post on failing retailers.  I can't help it, I find it fascinating.  Last weekend the Financial Times published a long article on the decline of Sears and the shopping mall.  Sears' failures are the result of losing the competitive battle with WalMart and an owner who may have been a hot shot Goldman Sachs financial wunderkid but knew nothing about retail when he bought Sears and has not seemed to learn on the job. 

I find this graphic from the article illustrative of the problems facing retailers:

The retailers having so much trouble - JC Penney, Macy's, and Sears - have wide exposure in Class B and Class C malls, which are older malls in poorer areas and/or more rural locations.  These are the malls in WalMart territory.  Retailers in Class A malls like Nordstrom and Bloomingdale's are not facing the problems of retailers in the lower grade malls, and you can't tell me that Nordstrom's and Bloomingdale's shoppers are not as active online as those shoppers at Sears, Penney's and Macy's.  How the Class B and Class C malls compete with WalMart and other single-stop discounters, or the sociological and demographic shifts impacting retail and shopping malls, are more important stories than Sears' inept operation since Eddie Lampert acquired it in 2004. 

Another PE Retailer Bankruptcy

Bloomberg is reporting that Payless, the discount shoe retailer, is set to file for bankruptcy next week.  Payless was purchased in 2012 by private equity firms Golden Gate Capital and Blum Capital.  I wrote last week about the disaster private equity owners have been to retailers.

The Moody Merger Hot Mess

I thought this blog was the place for sharp analysis in a snark covered wrapper regarding alternative investments.  It seems I have some competition from an old industry player.  Robert Stanger & Co. has published some brutal commentary on the American Financial Trust (AFIN) and Retail Centers of America merger, and Brookfield Strategic Real Estate Partners II's advantageous investment into ARC Hospitality.  Last week Stanger shredded the cockamamie proposed merger of Moody National REIT II's (Moody's II) proposal to merge with Moody National REIT I (Moody I).  Here is the link (via the DI Wire) to read the entire Stanger commentary on the Moody merger.

The merger was originally announced last September.  It makes no sense for me to resummairze the merger because Stanger's report is excellent. The following is Stanger's summary of the merger and the fees involved with it:

So now comes Moody II with an offer to merge with Moody I by issuing shares of Moody II or, subject to an aggregate limit of 50%, cash for each Moody I share. The stated range of nominal consideration to the Moody I shareholders is $10.25 to $11.00 per share, depending upon the level of transaction costs incurred in the deal. While the structure is unusual to say the least, the transaction cannibalizes the inherent value of Moody I investors’ shares by burdening that value with up to $21.8 million of transaction costs. We estimate these transaction costs represent 13.8% of the aggregate Moody I equity value.

To take another bite out of the Moody I investors, Moody II will be denominating the value of the shares of Moody II at $25.00 per share rather than the pro forma Combined Net Investment Amount of approximately $23.00. By our calculation, the aggregate cost and discount related to the fees and possibly overstated stock price ascribed to Moody II in the merger totals about $29.3 million, or about 19% of the pre-transaction equity value of Moody I.

Looked at from a different perspective, the investors in Moody I are incurring up to $21.8 mil- lion of transaction costs to merge with a portfolio comprised of two hotel properties and one note purchased at an aggregate cost of $113 million – a merger which at best will provide liquidity to half of the Moody I investors.

Stanger goes on to detail Moody's II's skirting of the intent of FINRA 15-02, the lack of disclosure to investors regarding financial details of the merger, lack of fee disclosure, and how Moody's is paying financial advisors to recommend clients select the non-cash merger option of taking shares in Moody's II rather than cashing out. 

Moody's II has raised $91.7 million of investor equity through February 2017.   It has been raising equity capital for two years and only owns two hotel properties and a note receivable.  Moody's I closed its offering in early 2015, raised $133 million, and owns twelve hotel properties.  

I will add two points that I did not read in the Stanger report.  First, by merging Moody's I into Moody's II, Moody's I investors now own shares in a non-traded REIT that is still raising money.  Moody's II can extend its offer period another three years.  This is not a liquidity event, but some kind of twisted non-traded REIT hell where investors in a closed REIT get stuck in a capital raising reset.  

Second, if half the Moody's I investors select the cash option, where will Moody's II come up with the cash?  At a $133 million equity raise for Moody's I, that is at least $66 million Moody's II has to find to cash out the 50% limit.  Add this to all the fees Moody's is paying itself, and it is likely Moody's II will have to borrow money to cash out investors and pay fees.  (Moody's II had about $12 million in cash at September 30, 2016, the date of its most recent financial statement.  It is raising about $7 million a month in new equity.)

I urge you to read the Stanger commentary. 

Dark Corners

There are some strange stories on financial websites and message boards.  I found an odd post on a bizarre transaction on the Seeking Alpha website.  It discusses a transaction between Presidential REIT and First Capital Real Estate Trust, Inc., where First Capital entered into an "interest contribution agreement" with Presidential on a 23-acre development site in Sacramento.  First Capital is contributing a 66% interest in its 92% ownership interest in the development project in exchange for 37,281,000 convertible Operating Partnership units.   The author of the Seeking Alpha article somehow thought this transaction added value to Presidential, and allowed investors to buy Presidential's stock at a 39% discount.

A non-cash transaction involving a development property and operating partnership units in a REIT with a market capitalization of $4 million is suspect.  The story then goes from suspect to downright dodgy.  The Seeking Alpha article makes no mention that as part of the "interest contribution agreement" Presidential is assuming 66% of First Capital's liabilities on the project, and that the project with the supposed hidden value is in default on its mortgage.  The Sacramento property is subject to a mortgage with a $20 million principal, but the mortgage is in default due to First Capital's inability make principal and accrued interest payments, and First Capital now owes $42 million on the mortgage.  First Capital has received a "Notice of Default and Election to Sell under Deed of Trust" from its lender.  

(Think about it, the original mortgage value of $20 million requires a $42 million payment, or more than double the principal outstanding.  This is due to accrued interest that gets paid at loan maturity along with principal, and not in regular interest payments.  To accrue this much interest, even at an assumed high interest rate, would require years of accrual.  This loan had to have been extended repeatedly, which shows the poor management at First Capital.  This is staggering.)

If the astute Seeking Alpha analyst/author determined its supposed $23 million net value for the development project with the outstanding $20 million principal, the addition of $22 million eliminates all value.  The analyst should have read First Capital's filings.  This whole transaction is nuts.  It is as if both sides are trying to take advantage of one another - Presidential trying to buy assets with worthless operating partnership units as currency, and First Capital passing off a near underwater property with a defaulted mortgage to a dupe.  And even if the analyst incorporated the $42 million mortgage into his valuation, how is Presidential, with a market cap of less than $5 million, going to repay this mortgage? 

I wrote about First Capital last fall.  It has not filed financial statements since the second quarter of 2015.   It is a public company; it has to file financial statements.  Its reverse merger with Presidential, although announced in July 2016, has not happened, and instead it is entering into non-cash deals with Presidential and others.  This company is toxic.  Oh, and it is still trying to raise money from investors in private placements.

Carter Validus' Whisper Sale

On March 3, 2017, Reuters published an exclusive article stating that public, non-traded REIT Carter Validus was up for sale at a price tag of more than $3.5 billion.  The article cited unnamed people "familiar with the matter."  Carter Validus has not made any public filings to confirm or deny the article.  This would be great news if Carter Validus liquidates.  The Reuters article reads as though Carter Validus is shopping its data center properties and its health care properties to separate buyers.

I am skeptical of any transaction until I see a confirmation from Carter Validus.  It hired Goldman Sachs in 2015 to find liquidity but nothing happened.  Carter Validus is an established, fully invested REIT that continues to over pay its distribution.  According to its third quarter 10-Q, the REIT had overpaid its distributions in 2015 and for the first nine months of 2016.  For the first nine months of 2016 distributions were $96 million and modified funds from operation (MFFO) were $85.9 million.  (Carter Validus added a risk disclosure at the end of its third quarter 10-Q regarding the over payment of its distribution.) 

In addition to its distribution over payment, the REIT has about a third of its nearly $1 billion of debt in variable rate borrowings.  Interest rates have increased since November.  The thirty-day LIBOR rates have increased about 50 basis points over this time.  Carter Validus' third quarter 10-Q states that a 50 basis point increase in interest rates would increase the REIT's interest expense rate by $1.5 million per year.  The increased interest expense lowers amounts available for distribution.   The REIT has another $542 million of variable rate debt that is currently fixed using interest rate hedges.  These hedges expire between late-2017 and mid-2020.  If the hedged debt is not retired before the hedges expire, the REIT will have to buy more expense hedges to keep rates fixed or pay higher interest expense.

I state the last two items because under certain liquidation scenarios Carter Validus is going to have to deal with its distribution over payment.  Any buyer of the REIT will lower the current distribution.   As interest rates have increased capitalization rates have increased, too.  Cap rates and valuation are inversely related, so an increase in cap rates means a lower valuation for an underlying property.  (I have not seen an article on cap rates increasing, but have talked to real estate professionals who told me that cap rates have increased, but not at the pace of interest rates.)

I hope Carter Validus has a buyer(s) and executes a transaction soon. If Carter Validus liquidates its portfolio in two more more transactions, capital is going to come back in multiple payments, not one big lump sum payment.  

Retail's Other Problem

On-line shopping has hurt retailers.  In 2016, ecommerce sales were estimated at $1.9 trillion, and are expected to double to over $4 trillion by 2020.  In shopping malls, anchor tenants are closing and the surrounding retailers are impacted by fewer shoppers.  I am reading this morning that Neiman Marcus is looking to sell itself because of a sales slump.  Its same store sales fell 6.8% for the quarter ending January 28.  Neiman Marcus has a bigger problem than declining sales, and this line from the Bloomberg article linked to above tells it all:

The company has about $4.9 billion of debt outstanding, some of it tied to its $6 billion acquisition in 2013 led by Ares Management LLC and the Canada Pension Plan Investment Board. They bought the chain from TPG Capital and Warburg Pincus LLC, which acquired Neiman Marcus for about $5 billion in a 2005 leveraged buyout.

Neiman Marcus is over 80% leveraged, and that is based on its 2013 purchase price.  It has $4.9 billion of debt outstanding and S&P recently said Neiman Marcus' debt is unsustainable.  The private equity firms that acquired trophy retailers with extreme debt levels give firms like Neiman Marcus little room to operate in a slump.  Neiman Marcus' capital issue is now more pressing than its sales decline, and its likely taking more of management time than thinking of creative ways to attract new customers.  The Bloomberg article says that one Neiman Marcus bond issue is trading at $.49 on the dollar, a price that says the market expects default.   Private equity firms have ruined many retailers, restraining management and growth because of demands to service debt.

DI Wire's Click-Bait

Today's headline in the DI Wire's daily news and public relations passing-as-news email is wrong.  The headline states:  "AR Global's BDCA Appoints Two New Board Members."   AR Global is no longer involved with BDCA.  As of November 1, 2016, an affiliate of Benefit Street acquired BDCA's advisor from AR Global.  I guess any mention of AR Global in a headline is good for solid click-bait.  The DI Wire article is correct for those that bothered to read past the email's error.

The T Share Scourge

I hate T Shares.  They were a preemptive answer to a problem that did not exist.  T Shares were forced upon the non-traded alternative investment industry by sponsors scared of a pending statement rule that would require them to show investors the price of their investment net of initial fees.  The thinking was that if investors realized how much the up front costs were for non-traded REITs and business development companies (BDCs) they would never buy a non-traded product.  For example, a $10.00 per share investment with 10% in initial offer costs would show $9.00 on the first client statement, or an implied immediate 10% loss.  The initial costs of these investments is already well disclosed to investors, as well as the net investment amount, regardless whether the statement reads $9.00 or $10.00 per share.

There was a consensus that a statement value showing a decline of 4% to 6% would be acceptable, but much lower than this would raise unwanted questions and concerns.  Therefore a statement value of $9.40 or $9.60 per share was thought OK, but a value of $9.00 per share would invite investor wrath.  I do not think investors were asked their opinion.

Of course, the fees must still be paid.  A financial advisor would never sell a non-traded REIT or BDC without full commissions, right?  A sponsor must make its immediate profit, right?  T Shares led to the financial gymnastics of reclassifying, adjusting, and delaying fees to show a high statement value but maintain fees.  Key jargon terms are "above the line" and  "below the line."  Fees paid directly from offering proceeds are "above the line," and fees not paid from offering proceeds are "below the line."  Fees accounted for as "below the line" do not lower the statement value.

In T Shares, the upfront sales commission to financial advisors is reduced to 3%, with an additional 1% paid per year for up to four years, from the traditional 7% commission paid up front.  Therefore, in a T Share, only 3% of the commission is "above the line" and not deducted from the statement value, a big savings.  The 1% ongoing commission typically has a euphemism like "Distribution Supervision Fee" or some other similar nonsensical term.  How exactly does a financial advisor supervise a distribution?  If financial advisors actually supervised distributions, distributions would increase every year.

I have seen investments that now classify organization fees and expenses, typically .50% to 2.0% or more of the investment price and incurred and paid at the earliest stages of the investment, as "below the line" ongoing expenses that no longer count them against the statement value.  Sponsors, in many cases, have lowered their marketing fees (dealer manager fees) by .25% to 1.00%, which are "above the line" expenses, so the lower fees boost statement values.  Many sponsors have elected to adjust their acquisition and finance fees, which are "below the line" expenses, to offset lower dealer manager fees.  One sponsor, when it introduced its product's T Shares in 2016, lowered dealer manager fees by 1.0%, but raised its acquisition fees by 1.10%.  This adjustment of fees increased the combined above and below line fees by more than 1.50%, after leverage.

Here is where the T Shares go from farcical to putrid.  The 1% Distribution Supervision Fee is paid from a REIT's or BDC's on going cash flow, or monies available for distribution, and lowers a T Share investor's distribution by about 1% per year.  For example, a REIT that pays a 6.5% distribution on its traditional Class A shares pays a 5.5% distribution on its Class T shares.

T Shares are counter-intuitive, they have lower up front costs, therefore a higher statement value, and more money is invested rather than paid in fees, which are positives for investors.  But their distribution is lower than a share class with a higher load due to shifting and reclassification of fees. It is a Stranger Things' Upside Down World.

Financial advisors have never been the largest voice for lower fees.  As long as they got paid and believed the investment solid, they have been willing to overlook high fee investments.  Most financial advisors are not going to stand for having their clients paid less in distributions, having their commissions cut, while sponsors maintain or increase their fees.  There no great shock that sales of non-traded REITs and BDCs were so bad last year.

There have been other challenges that have helped slow the sale of non-traded REITs and BDCs: the looming DOL changes (I am not going to open that discussion here), the lack of liquidity events, the collapse of the Realty Capital sales empire, and the sharp declines in BDC NAVs that started in late 2014 and provided acute proof that high yield BDCs were high yield for a reason.  But to me to me, the largest sales impediment was the rush to T Shares and the tepid response due to their flawed structure.

Financial advisors won't continue to sell a product where their clients get a lower return and get they paid less.   Low commissions are here to stay, so its time to create a better product structure.  If commissions are lowered, distributions to investors must increase.  The sponsors that understand this simple financial physics and design products to address it are going to see inflows of capital.  The industry needs products with tangible and attainable incentive compensation for sponsors, after providing returns to investors, even if it means higher long-term sponsor compensation.  Sponsors that cling to high acquisition fees or high asset management fees that provide no incentive except to overpay for assets will lose.  Until sponsors and broker dealers address their T Share problem, expect sales to stay moribund.