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New Director representing the preferred equity. Can any of our Canadian friends fill the blanks on how he got the job at MID Magna International Development (who was he representing?) and how did we get from  Einhorn vs Stronach to him?

 

http://biz.yahoo.com/e/120118/gkk8-k.html

 

More on his MID role

 

http://www.midevelopments.com/uploads/File/Press-Release---Dec1_11.pdf

 

And his main achievement as interim CEO, transforming MI into a REIT and increase the dividend

 

http://www.marketwatch.com/story/mi-developments-inc-announces-its-strategic-plan-following-completion-of-its-strategic-review-process-2011-10-25-174800

 

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New Director representing the preferred equity. Can any of our Canadian friends fill the blanks on how he got the job at MID Magna International Development (who was he representing?) and how did we get from  Einhorn vs Stronach to him?

 

I am not Canadian, but here is another interesting article describe Einhorn vs Stronach --

 

http://seekingalpha.com/article/302555-einhorn-missed-the-call-on-mi-developments#comments

 

in which I quote:

 

"What did the buyers (of MID) see? A company with a balance sheet full of real estate assets that were undervalued by the market and that could support much more debt, driving up equity returns, once cash-sucking racetrack operations were gone as part of the deal with Mr. Stronach. Similarly, the company paid out very little of the funds it generated, relative to other real estate firms. Jack that up, and the stock would follow.

 

And there was a new chief executive officer, William Lenehan, lined up with a plan to make it happen. ..."

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I know this has been an outstanding issue for awhile but after taking into account the capital constrained environment/Euro banks unloading and the large block of loan maturities coming due - the supply of properties/loans that will be for sale/refinanced and the opportunities for recaps should be a good thing for GKK's platform I think.  Of course this will need to be balanced against the risk that property values become more distressed? but all in all the market working through this wall of maturities is a good thing right?  so it seems to me this is more an opportunity than a risk for GKK.

 

Can someone please point out additional risks or reframe the situation for me if i'm missing something?

 

 

Anxiety Mounts Over Maturing Real Estate Loans

By JULIE SATOW

Published: January 24, 2012

 

Borrowers and lenders are starting to grapple with the billions of dollars in commercial real estate loans made during the boom year of 2007 that are coming due this year, in a greatly contracted economy.

 

Experts have warned of a rash of recapitalizations, refinancings and building sales. In New York City alone, nearly $70 billion worth of commercial mortgages that were bundled together and issued as collateral for bonds are maturing this year. Of those, $26 billion, or 37.4 percent, are five-year loans that were originated during the height of the real estate bubble, when underwriting standards were loosest, according to data from the research firm Trepp LLC.

 

These include loans on prominent properties, including the Manhattan Mall, with $232 million maturing, and the Jumeirah Essex House, with a $180 million loan, according to Trepp.

 

“These loans are going to have the hardest time being refinanced since they were underwritten when property values and revenues were far higher,” said Thomas A. Fink, a managing director at Trepp. “We are going to see a wave of loans maturing this year, then again in 2014 and 2017, when the 7- and 10-year deals underwritten during the bubble mature.”

 

Most large commercial mortgage loans are typically not self-amortizing — that is, they require a balloon payment upon maturity.

 

While the number of loans maturing is expected to spike this year — $40.7 billion worth of securitized commercial mortgage loans matured last year and $49.5 billion worth is expected to mature in 2013 — the universe of lenders has shrunk. European banks, reeling from the debt crisis, have mostly stopped underwriting loans in the United States, while the market for commercial mortgage-backed securities remains relatively small, at roughly $30 billion in new issuance expected this year. And while insurance companies have increased their appetite for commercial mortgage loans, they are very conservative in their lending standards and selective in their deals.

 

“This means there may not be enough money available to refinance all of the debt that is coming due,” said Lawrence J. Longua, a clinical associate professor at the Schack Institute of Real Estate at New York University.

 

In a typical situation, a building that was worth $100 million in 2007 was financed with 80 percent debt, or $80 million. Now the loan — which was interest-only, meaning no principal was paid — is maturing. The borrower owes $80 million, but the value of the property has also dropped, to $80 million. This means that the ratio of the loan to the value of the property is 100 percent. Lenders have little appetite in this market environment for highly leveraged loans, so in one increasingly common outcome, the borrower will recapitalize the property by finding an equity partner to inject new capital into the deal, thereby lowering the overall amount of debt on the property.

 

Other possible resolutions include the lender extending the maturity date of the loan in the hopes that the property’s value will rise, or pursuing a foreclosure. It is also becoming more common for banks and other lenders to sell their loans to third-party investors who may negotiate with the borrower.

 

One factor that may drive more deal activity this year is that banks, special servicers and other lenders are eager to find solutions to troubled loans now, rather than postpone a resolution in the hope the market will improve down the road, said Scott Rechler, the chief executive and chairman of RXR Realty, which has recapitalized several properties in the last year, including the recent acquisition of 620 Avenue of the Americas.

 

“The first half of 2011 was very strong, with a lot of deal-making,” Mr. Rechler said, “but then several incidents, including the European debt crisis and the downgrading of the U.S. debt, made the market seem frothy. This was actually somewhat healthy because it put things back into perspective.”

 

As a result of these market jitters, he said, “lenders who had been waiting in the hopes that the market would improve, realized that things were still unstable and so they are more ready to resolve their loans now than in the past. Maybe not in the first quarter of this year, but by the second and third quarter I see a lot of things in the pipeline.”

 

Already, the number of recapitalizations has ballooned. There was $13.3 billion worth of recapitalizations nationwide in 2011, according to the research firm Real Capital Analytics, the most since the firm began tracking the number in 2001.

 

Another factor driving deal flow is the efforts by European banks to offload some of their American loan portfolios. In December, for example, Blackstone bought a $300 million portfolio of commercial loans backed by American properties from Eurohypo, the troubled real estate arm of Commerzbank in Germany. Other sellers include Allied Irish Banks, Bank of Ireland and Anglo Irish. American banks have also been shedding loans: In September, Bank of America sold nearly $1 billion worth of loans to several investors at a discount.

 

The sale of these loans can help spur deals because investors who buy these loans at a discount have more room to negotiate a payoff with the borrower, said Andrew A. Lance, a partner at the law firm Gibson, Dunn & Crutcher. A loan that has an outstanding balance of $100 million, for example, may sell to an investor for $80 million, enabling the investor to settle the loan with the borrower for any price between $80 million and $100 million, resulting in a profit for the investor and a discount for the borrower. While under this situation the original lender loses out, in the case of several European banks, regulators are ordering them to increase capital and shrink their balance sheets.

 

Dune Real Estate Partners participated in such a deal last year when it acquired the loan on the Mark Hotel on East 77th Street from Anglo Irish, recently completing a recapitalization of the property. Dan Neidich, the chief executive of Dune Real Estate Partners, said: “There are so many players now who aren’t the natural owners of real estate — like banks and special services — that never intended to own equity and who want to exit those positions. It opens opportunities for people like ourselves, who are in the business of taking equity risk, and bringing capital into the market to restructure deals.”

 

But not all borrowers will find themselves in trouble. There are many New York landlords who can simply pay down the loans without much struggle, market experts say. Vornado Realty Trust, for example, refinanced a $430 million loan at 350 Park Avenue in January with $300 million in debt and $132 million in cash. It is currently in the market to refinance the $232 million loan maturing on the Manhattan Mall, at Broadway and 33rd Street.

 

Still, even those borrowers who can pay down the loans themselves will have to contend with the softened market. “The key issue that cuts across all property types and all kinds of loans,” said Dennis W. Russo, a partner and co-chairman of the real estate practice at the law firm Herrick, Feinstein, “is that property values — the value of the collateral that secures the debt — are down. Combine that with the fact that lenders are conservative right now, and the bottom line is that in many scenarios, borrowers are going to have to find additional capital.”

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I know this has been an outstanding issue for awhile but after taking into account the capital constrained environment/Euro banks unloading and the large block of loan maturities coming due - the supply of properties/loans that will be for sale/refinanced and the opportunities for recaps should be a good thing for GKK's platform I think.  Of course this will need to be balanced against the risk that property values become more distressed? but all in all the market working through this wall of maturities is a good thing right?  so it seems to me this is more an opportunity than a risk for GKK.

 

Can someone please point out additional risks or reframe the situation for me if i'm missing something?

 

 

The problem is that GKK's two healthy CDOs already past the reinvestment period. Without leveraging the unrestricted cash they have, they can't really capture the lending opportunities coming up. We are all waiting to see what magic the management can pull to rebuild their lending business.

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  • 2 weeks later...

Why have SL Green and other insiders been selling GKK shares if it is so cheap?

 

As I said several times, they want out. It is a small position for SL Green and it comes with legal headaches: Marc Holliday SL Green CEO was Gramercy's CEO until the Lehman bust. That is why they are disentangling the relationship.

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New Director representing the preferred equity. Can any of our Canadian friends fill the blanks on how he got the job at MID Magna International Development (who was he representing?) and how did we get from  Einhorn vs Stronach to him?

 

Bill Lenehan was a MD at Farallon in their real estate group. Not sure how well you know Farallon but they are extremely selective in the people they hire, tending to prefer Ivy-League / Goldman Sachs bulge-bracket types.  However they do have an excellent team and have an excellent reputation as a fund. Since Farallon was one of the firms pushing MID for change and a significant shareholder, he must have been representing their interests on the Board and then stepped in as interim CEO.

 

His Farallon connection is why we see him showing up as newly elected director representing the preferreds. Original filings showed Derek Schrier nominating himself, however I guess he decided it stood more chance if he nominated somebody with more extensive real estate background instead of himself. He turned to his old colleague Bill instead.

 

I'm quite pleased with the election of the new director. I feel his background is very suitable and have no doubt that he will be pushing management to consider shareholder interests much more than they are currently doing. I don't see the dividends being re-instated quickly, but eventually (let's say 2 years) and this position will turn out to have been worthwhile.

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His Farallon connection is why we see him showing up as newly elected director representing the preferreds. Original filings showed Derek Schrier nominating himself, however I guess he decided it stood more chance if he nominated somebody with more extensive real estate background instead of himself. He turned to his old colleague Bill instead.

 

Thx craigatk, that was very good.

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Why have SL Green and other insiders been selling GKK shares if it is so cheap?

 

As I said several times, they want out. It is a small position for SL Green and it comes with legal headaches: Marc Holliday SL Green CEO was Gramercy's CEO until the Lehman bust. That is why they are disentangling the relationship.

 

Thanks for responding.

What exactly is the legal headache? And is it so onerous to that they can't wait a bit longer so they can sell at a price that would have netted them $5-10 million more?

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What exactly is the legal headache? And is it so onerous to that they can't wait a bit longer so they can sell at a price that would have netted them $5-10 million more?

 

SL Green administered and earned managing fees from Gramercy. Also there were several deals where SL Green and Gramercy went together. When Lehman happened, actions had to be taken that confronted the interest of both companies while they shared CEO and CFO. They instead decided to disentangle the relation.

 

Do you really want to deal with that when SL Green has a $7 billion market cap?

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  • 3 weeks later...
  • 2 weeks later...

10K is out and reading it at the moment.

 

http://www.sec.gov/Archives/edgar/data/1287701/000114420412015383/v304549_10k.htm

 

Not seeing many surprises except for the COO resignation(no clue why). Both CDOs are passing, the Realty division properties have been transferred, SG&A was high consequence of the legal expenses, unrestricted cash continues to grow, and I  liked this part:

 

In January 2012, sold a three-building commercial office complex for $34.0 million generating approximately $16.1 million in incremental unrestricted corporate cash.

 

Does anybody see anything worth noting?

 

 

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I noticed that they only collected 434K in 2011 for CDO2005, and it was collected in 1Q 2011, not in the 3Q 2011, where 2005 passed OC test.

 

So does it mean that the management fee of 2005 was paid as a lump sum in 1Q  only once every year?

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Plan, 

 

Looking their 2005 management fee in 1Q 2012, its ~$2.4M, why so big in a single quarter?

 

I think the subordinate collateral management fee was in arrear since it is only paid if the CDO passes the OC test. But it should not matter, that fee and the distributions go from the same pocket. Better to just look at the sum.

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Plan,

 

Can you answer a few questions?

 

The $51.4mm par amount of CDOs.  Where are they on the BS and do you know what portion are from the 2005 CDO?

What in your opinon is the normalized SG&A assuming a permanent agreement is reached to service the old Realty loans?

 

thx

 

 

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The $51.4mm par amount of CDOs.  Where are they on the BS and do you know what portion are from the 2005 CDO?

What in your opinon is the normalized SG&A assuming a permanent agreement is reached to service the old Realty loans?

 

1. It is considered an inter-company account. They are subtracted from the CDO liabilities as if they had been retired (even if they are not). From the ones remaining I think most are from CDO 2006.

2. I am using $28M including the Realty operations.

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The $51.4mm par amount of CDOs.  Where are they on the BS and do you know what portion are from the 2005 CDO?

What in your opinon is the normalized SG&A assuming a permanent agreement is reached to service the old Realty loans?

 

1. It is considered an inter-company account. They are subtracted from the CDO liabilities as if they had been retired (even if they are not). From the ones remaining I think most are from CDO 2006.

2. I am using $28M including the Realty operations.

 

For some reason a 4%-5% off sale today on shares...

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Plan,

 

how comfortable do you feel about 2005 passing OC test again in April?

 

Also, 2006 distributed $9MM in 1Q 2012, compared to $7MM last year 1Q. Is it because of the reinvestment of all the remaining restricted cash they did last year? Do we expect to see roughly amount of same distribution for 2006 in every quarter?

 

Looks like they are going to have a stunning 1Q 2012 unrestricted cash flow increase:

+16MM CDO distribution

+2.5MM Realty management fee

+16MM sale of real estate

-7M      SGA (if using your 28M annual)

------

total = 27.5M

 

Even if we set the SGA to be 12MM, they still are going to bring in 22.5M unrestricted cash.

 

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Plan,

 

how comfortable do you feel about 2005 passing OC test again in April?

 

Also, 2006 distributed $9MM in 1Q 2012, compared to $7MM last year 1Q. Is it because of the reinvestment of all the remaining restricted cash they did last year? Do we expect to see roughly amount of same distribution for 2006 in every quarter?

 

Looks like they are going to have a stunning 1Q 2012 unrestricted cash flow increase:

+16MM CDO distribution

+2.5MM Realty management fee

+16MM sale of real estate

-7M      SGA (if using your 28M annual)

------

total = 27.5M

 

Even if we set the SGA to be 12MM, they still are going to bring in 22.5M unrestricted cash.

 

For the sake of discipline I would subtract $1.8 of the prefs arrears and maybe keep the SG&A a little higher for a while (the battle with Colony over Jameson Inn and negotiations with KBS over Realty management extension). But still, they are bringing home the unrestricted cash while being cash flow positive.

 

Regarding CDO 2005 going forward, the quality of the loans is improving. As of today, most of their loans are whole loans that are easier to foreclose and take control of than mezzanine loans or subordinated participations. Also they have showed that they can replace loans within the CDOs (like they did with Sears Tower loan replacing the Ontario office buildings) and retire repurchased CDO bonds to protect the OC tests (like they did CDO 2005 in the last cut). So even if the economy goes sour with all that cash they should be able to resuscitate the CDOs.

 

 

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