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what's the chance BPY needs to cut its dividend?

 

Reasonably low, although I say that with low conviction. But I also don't care - the value of buildings is not in the short term cash flows.

 

I agree. It doesn't really matter.  Even if they cut the dividend by 50% its still a great deal. 

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Anyone else noticed that when Brookfield sold their stake in (and later their rights to manage) Acadian Timber last year, they sold it to Macer Forest Holdings?

 

The President and principal shareholder of Macer is Malcolm Cockwell.

 

If his surname sounds familiar, it should. Malcolm is the son of Jack.

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what's the chance BPY needs to cut its dividend?

 

Reasonably low, although I say that with low conviction. But I also don't care - the value of buildings is not in the short term cash flows.

 

I agree. It doesn't really matter.  Even if they cut the dividend by 50% its still a great deal.

 

https://m.canadianinsider.com/node/7?menu_tickersearch=Bpy

 

 

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what's the chance BPY needs to cut its dividend?

 

Reasonably low, although I say that with low conviction. But I also don't care - the value of buildings is not in the short term cash flows.

 

I agree. It doesn't really matter.  Even if they cut the dividend by 50% its still a great deal.

 

https://m.canadianinsider.com/node/7?menu_tickersearch=Bpy

 

That's pretty amazing, especially if you check the box to include only public market trades - which I assume means excluding things like options exercises.

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Does this bias folks to put a little of their $$ towards BPY instead of BAM?

 

BPY has been "cheap" for years but has always become more cheap.

 

I've added to BAM, and bought SPG, which has fallen as much as BPY and diversifies my group risk.

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BEP and BIP have put share repurchases on autopilot.  First I have seen this.  Parentco buying BPY.  BPY buying BPY.  Financial engineering at its finest.  I guess they are seeing great deals out there in their own subs.

 

I was thinking about Flatt's memo about looking in the public markets.  I am not sure he means just buying up open market stock on just anything, but rather buying up entire companies and taking them private such as they just did with Terraform.  I wonder if BPY might be next.  They are certainly shrinking the share count.  One may not want to be BPY shareholder unless you are convinced it has bottomed, which I am not. 

 

Brookfield could take in BPY for a few years and kill the distributions to manage costs.  It wouldn't surprise me but it may damage their credibility, if not done with reasonable fairness toward minority shareholders.  Alternatively, keep shrinking the share count until you own it all. 

 

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BEP and BIP have put share repurchases on autopilot.  First I have seen this.  Parentco buying BPY.  BPY buying BPY.  Financial engineering at its finest.  I guess they are seeing great deals out there in their own subs.

 

I was thinking about Flatt's memo about looking in the public markets.  I am not sure he means just buying up open market stock on just anything, but rather buying up entire companies and taking them private such as they just did with Terraform.  I wonder if BPY might be next.  They are certainly shrinking the share count.  One may not want to be BPY shareholder unless you are convinced it has bottomed, which I am not. 

 

Brookfield could take in BPY for a few years and kill the distributions to manage costs.  It wouldn't surprise me but it may damage their credibility, if not done with reasonable fairness toward minority shareholders.  Alternatively, keep shrinking the share count until you own it all.

 

Thanks, Al,

 

Mind provoking post by you [, by which I'll - not at all - rule out your speculations].

 

The key to this line of thinking is - to me - about access to [client] capital, where BAM is in its very own league [, almost without comparison to any competitor].

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BEP and BIP have put share repurchases on autopilot.  First I have seen this.  Parentco buying BPY.  BPY buying BPY.  Financial engineering at its finest.  I guess they are seeing great deals out there in their own subs.

 

I was thinking about Flatt's memo about looking in the public markets.  I am not sure he means just buying up open market stock on just anything, but rather buying up entire companies and taking them private such as they just did with Terraform.  I wonder if BPY might be next.  They are certainly shrinking the share count.  One may not want to be BPY shareholder unless you are convinced it has bottomed, which I am not. 

 

Brookfield could take in BPY for a few years and kill the distributions to manage costs.  It wouldn't surprise me but it may damage their credibility, if not done with reasonable fairness toward minority shareholders.  Alternatively, keep shrinking the share count until you own it all.

 

Financial engineering? Or value investing?

 

I imagine they are looking at take-privates - they have discussed the potential for this in the MLP space, for example, and the opportunity can only be bigger now. But that doesn't preclude simply buying debt & shares on the cheap, too, either for medium term gains or to seed future acquisitions.

 

I find it difficult to believe they really want to take BPY private. It's taken years to reshuffle all the assets into the current structure and they have finally declared themselves finished. I doubt they want to reverse the process. I think of it more as 1) buying more of what they know on the cheap and 2) a cheap way to "participate" in future equity raises. We all assume they want to grow these vehicles to drive fees, and raising equity is one way to do that. Increasing their stake at $8 allows them to maintain their stake in the long term despite not participating in future equity raises at (hopefully) closer to full value.

 

In other words, buying fees at $7.50 is a very cheap way of "participating" in a future equity raise at, say, $20.

 

Edit: the scale of this is impressive. Just between March 20th to March 27th BAM increased its stake in BPY by 14%. BPY have also cancelled 2% of shares outstanding YTD. If my framework is right, they've pre-funded a healthy amount of future fee growth.

 

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https://ceo.ca/api/sedi?symbol=bpy

 

Am I reading this correctly? Seems to me that BPY stopped buying back shares on March 19th, and BAM started on March 20th. If so, either:

1) They don't want to be buying against each other.

2) BPY has entered a quiet period or similar and doesn't have arrangements in place to buy back shares outside that (seems unlikely).

3) BPY has decided to preserve liquidity.

 

Anything I am missing?

 

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BEP and BIP have put share repurchases on autopilot.  First I have seen this.  Parentco buying BPY.  BPY buying BPY.  Financial engineering at its finest.  I guess they are seeing great deals out there in their own subs.

 

I was thinking about Flatt's memo about looking in the public markets.  I am not sure he means just buying up open market stock on just anything, but rather buying up entire companies and taking them private such as they just did with Terraform.  I wonder if BPY might be next.  They are certainly shrinking the share count.  One may not want to be BPY shareholder unless you are convinced it has bottomed, which I am not. 

 

Brookfield could take in BPY for a few years and kill the distributions to manage costs.  It wouldn't surprise me but it may damage their credibility, if not done with reasonable fairness toward minority shareholders.  Alternatively, keep shrinking the share count until you own it all.

 

Financial engineering? Or value investing?

 

I imagine they are looking at take-privates - they have discussed the potential for this in the MLP space, for example, and the opportunity can only be bigger now. But that doesn't preclude simply buying debt & shares on the cheap, too, either for medium term gains or to seed future acquisitions.

 

I find it difficult to believe they really want to take BPY private. It's taken years to reshuffle all the assets into the current structure and they have finally declared themselves finished. I doubt they want to reverse the process. I think of it more as 1) buying more of what they know on the cheap and 2) a cheap way to "participate" in future equity raises. We all assume they want to grow these vehicles to drive fees, and raising equity is one way to do that. Increasing their stake at $8 allows them to maintain their stake in the long term despite not participating in future equity raises at (hopefully) closer to full value.

 

In other words, buying fees at $7.50 is a very cheap way of "participating" in a future equity raise at, say, $20.

 

Edit: the scale of this is impressive. Just between March 20th to March 27th BAM increased its stake in BPY by 14%. BPY have also cancelled 2% of shares outstanding YTD. If my framework is right, they've pre-funded a healthy amount of future fee growth.

https://ceo.ca/api/sedi?symbol=bpy

 

Am I reading this correctly? Seems to me that BPY stopped buying back shares on March 19th, and BAM started on March 20th. If so, either:

1) They don't want to be buying against each other.

2) BPY has entered a quiet period or similar and doesn't have arrangements in place to buy back shares outside that (seems unlikely).

3) BPY has decided to preserve liquidity.

 

Anything I am missing?

 

 

I dont think you are missing anything.  Most likely they are budgeting BPYs cash outlay. 

 

Good points counteracting my take private thoughts.  My concern, and I have observed it many times, notably with FFH and ENB, is that I buy at 10.70 CDN, and the stock drops lower.  Parentco waits a while and takes it out at a premium to market, that is lower than my buy price. 

 

If there is no intention of a takeover then BPY is a screaming buy right now.  As it stands BAM is able to manage BPYs structure to maximize tax advantages, and keep BPYs liabilities far away. 

 

We cant really know what they are thinking, and it is likely a very adaptable process anyways. 

 

 

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Good points counteracting my take private thoughts.  My concern, and I have observed it many times, notably with FFH and ENB, is that I buy at 10.70 CDN, and the stock drops lower.  Parentco waits a while and takes it out at a premium to market, that is lower than my buy price. 

 

If there is no intention of a takeover then BPY is a screaming buy right now. As it stands BAM is able to manage BPYs structure to maximize tax advantages, and keep BPYs liabilities far away. 

 

We cant really know what they are thinking, and it is likely a very adaptable process anyways.

 

Thank you, Al & Pete,

 

From the BPY 2019Q4 Supplemental Information :

 

BPY fully diluted book value per unit YE2019 : USD 29.72 [p. 17 & p. 36]

BPY closing price at NasdaQ April 2nd 2020 : USD 7.60

 

- - - o 0 o - - -

 

I almost get dizzy looking at these numbers.

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Maybe the easier question to answer is - Did Sam Pollock take a bullet for BAM by buying ~$1.5m of BPY a few weeks ago at a greater share price to show he has 'faith' in BPY or does he simply believe BPY is currently a good buying opportunity?  I believe it is the buying opportunity.

 

In an interview/conference call/investor presentation BAM has mentioned the LPs are purchased by institutions because of their yield and of course the institutions participate in fund raising.  Therefore it would seem like taking it private would be bad for business in the long run.

 

After Teekay Offshore and Graftech I am 100% against being on the opposite side of Brookfield but these entities are part of the Brookfield family.

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Good points counteracting my take private thoughts.  My concern, and I have observed it many times, notably with FFH and ENB, is that I buy at 10.70 CDN, and the stock drops lower.  Parentco waits a while and takes it out at a premium to market, that is lower than my buy price. 

 

If there is no intention of a takeover then BPY is a screaming buy right now. As it stands BAM is able to manage BPYs structure to maximize tax advantages, and keep BPYs liabilities far away. 

 

We cant really know what they are thinking, and it is likely a very adaptable process anyways.

 

Thank you, Al & Pete,

 

From the BPY 2019Q4 Supplemental Information :

 

BPY fully diluted book value per unit YE2019 : USD 29.72 [p. 17 & p. 36]

BPY closing price at NasdaQ April 2nd 2020 : USD 7.60

 

- - - o 0 o - - -

 

I almost get dizzy looking at these numbers.

 

Maybe. However it's also heavily leveraged retail with short term and long term headwinds.

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So I keep saying this, but I thought I'd put a little more thought / numbers around it. Please note that I'm not even taking BPY's corporate leverage into consideration here. My view is this: BPY should trade at a BIG discount to its comps. BPY has far higher balance sheet risk and is subject to a good bending over by BAM who will ultimately prioritize mothership value.

 

All operating metrics are pre-corona and backward looking.

 

BPY's NOI composition:

 

Core Office:

$1.3 billion of NOI,  $17 billion of debt (7.6% debt yield on a consolidated basis)

Office geographice breakdown:

 

Retail

$1.7 billion of NOI, $21 billion of debt (8.0% debt yield on a consolidated basis)

 

LP Investments: bunch of 50-60% levered value-add properties dependent on investment sales market for realization.

 

Going in cap rates to value retail and office: 4.7% and 5.3%.

 

Debt is 30% floating, 70% fixed and looks to be pretty well termed out.

 

 

Now let's see where all this stuff is located and what that looks like in comparable securities:

 

A full 20% of the office portfolio is in London. Where does London office trade in the public market?

 

As a comparable, I'll throw out British Land's office portfolio. BL does derive 40% of its value from retail so it's not a pure comp, but nevertheless, British Land's office portfolio is of similar quality to Brookfield's London exposure (97% occupied, Facebook is 9% of rents, centrally located at major transit hubs).

 

British Land has 3.7 billion pounds of debt (at 2.8% interest costs)  and is doing about 450-480mm pounds of annualized NOI equivalent (they call it "net rental income"). Notice the difference with BPY? British Land's NOI (let's use 450mm pounds): 450 / 3700 = 12% debt yield versus BPY's 7.6%. Now we could say "well BL has more retail...UK retail sucks". I would agree with that pushback but if you zero out BL's retail then BL leverage would be about the same as BPY's. Retail sucks, but NOI proabbly won't be zero. I therefore conclude that BRitish Land has materially less leverage than BPY.

 

British Land is perhaps slightly more "expensive" but still has 100-200% upside to a more normal 70-100% of NAV.  British Land trades for 311 pence versus last reported NAV of 850, about 36% of NAV. British Land is "cheap" to NAV on an absolute basis. Cap rates used for the NAV's are similarly optimistic to BPY's.

 

So that's 20% of the office portfolio. I'm sure there's a better british office REIT to compare to; please feel free to correct me.

 

 

25% of office NOI is in downton and midtown NYC. I urge anyone who owns BPY to go check out the VNO thread that I obnoxiously bump every few days. Let's take a look at VNO's balance sheet. Vornado has about $1 billion of office NOI at share and $200mm of retail NOI at share for total of $1.2 billion. By the least generous calculation Vornado has about $10 billion of debt ($5.6 billion of mortgages, $2.8 billion of unconsolidated share of mortgages, some minor corporate obligations). We could go as high as $11 if we count the preferreds. $1.2 billion / $10-$11 billion = 10-12% debt yield. Again, we find a comparable that carries far less leverage than BPY. I encourag anyone to take a close look at VNO's balance and realize that this is a very punitive way of calculating VNO's debt considering the $9 billion of unencumbered assets they own, $1 billion of cash on the balanche sheet, $ 1 billion of unencumbered 220 central park south which is 90% sold, $1 billion + retial JV preferred equity that attaches at very low LTV, etc. I'm not trying to be precise. I'm trying to illustrate that VNO's balance sheet is better than BPY's which I don't think is that disputable.

 

 

VNO trades for $30. PRe-corona NAV as calc'd by VNO is in the mid $90's, sell side mid $80's. Again 100-200% upside.

 

6% is in Houston (scary, have you seen HHC?), 7% is in DC (JBG Smith is 20-30% levered and is going to be HQ2's dominant landlord and trades at a 40% discount to NAV)

 

 

For sake of time I'm going to leave office.

Let's go to retail.

 

 

Macerich has $8.0 billion of debt at share according to their September presentation. I'm doing quick anlaysis so there could be a lot of adjustments. It's well-laddered and mostrly mortgages of the non-recourse single asset variety. I think NOI is about $860mm for a debt yield of 10.7% compared to BPY's retail debt yield of 8.0%. I conclude that BPY is more levered than MAC. MAC trades for $5. Pre-corona NAV was $40-$50 / share. Simon offered like $80 a few years back. To the extent that malls deserve to exist, MAC offers lots of upside.

 

I presume SPG has a better balance sheet than MAC, but I'm trying to cover as much of BPY in a limited amount of time.

 

I'm not going to address the LP investments other than to say that value-add/real estate opportunity funds carry 50-65% leverage, typically with short term floating rate leverage, and they use por-forma optimistic cap rates (the same ones used in all these NAV figures that get no respect in the public market). If you tried to secondary a brookfield real estate PE fund in the PE secondary market, I doubt you would get par. maybe 50-80 cents.

 

We then overlay all that with corporate level leverage.

 

I'll be clear in saying that I think BPY could return 100-200-300-400% and that it has the most upside of probably all of these at $7 / share. But I think you can create very similar assets at similar discounts with far lower leverage and better balance sheets.

 

To create a synthetica BPY: I'd buy VNO, BL, MAC/SPG, some canadian office REIT?, some multi-family REITs see thread), and I'd call up a PE secondary broker and buy brookfield's RE funds for lower than par (this is obviously not easy).

 

I always caution these kind of "look at a presentation for 10 minutes and draw a sweeping conclusion" but I just want BPY unitholders to think about the alternative.

 

 

 

 

 

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Good points counteracting my take private thoughts.  My concern, and I have observed it many times, notably with FFH and ENB, is that I buy at 10.70 CDN, and the stock drops lower.  Parentco waits a while and takes it out at a premium to market, that is lower than my buy price. 

 

If there is no intention of a takeover then BPY is a screaming buy right now. As it stands BAM is able to manage BPYs structure to maximize tax advantages, and keep BPYs liabilities far away. 

 

We cant really know what they are thinking, and it is likely a very adaptable process anyways.

 

Thank you, Al & Pete,

 

From the BPY 2019Q4 Supplemental Information :

 

BPY fully diluted book value per unit YE2019 : USD 29.72 [p. 17 & p. 36]

BPY closing price at NasdaQ April 2nd 2020 : USD 7.60

 

- - - o 0 o - - -

 

I almost get dizzy looking at these numbers.

 

Maybe. However it's also heavily leveraged retail with short term and long term headwinds.

 

Agreed. I lean to thinking it’s an opportunity, but even when the share price drops by half the EV doesn’t change much.

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My concern, and I have observed it many times, notably with FFH and ENB, is that I buy at 10.70 CDN, and the stock drops lower.  Parentco waits a while and takes it out at a premium to market, that is lower than my buy price. 

 

 

Actually Chrispy has the killer point here: if a takeover was in the offing it would be very unlikely that individual insiders (including Brian Kingston IIRC) would be buying. And remember Partners owns a decent slug of BPY. They wouldn’t force themselves to sell at a loss.

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So I keep saying this, but I thought I'd put a little more thought / numbers around it. Please note that I'm not even taking BPY's corporate leverage into consideration here. My view is this: BPY should trade at a BIG discount to its comps. BPY has far higher balance sheet risk and is subject to a good bending over by BAM who will ultimately prioritize mothership value.

 

All operating metrics are pre-corona and backward looking.

 

BPY's NOI composition:

 

Core Office:

$1.3 billion of NOI,  $17 billion of debt (7.6% debt yield on a consolidated basis)

Office geographice breakdown:

 

Retail

$1.7 billion of NOI, $21 billion of debt (8.0% debt yield on a consolidated basis)

 

LP Investments: bunch of 50-60% levered value-add properties dependent on investment sales market for realization.

 

Going in cap rates to value retail and office: 4.7% and 5.3%.

 

Debt is 30% floating, 70% fixed and looks to be pretty well termed out.

 

 

Now let's see where all this stuff is located and what that looks like in comparable securities:

 

A full 20% of the office portfolio is in London. Where does London office trade in the public market?

 

As a comparable, I'll throw out British Land's office portfolio. BL does derive 40% of its value from retail so it's not a pure comp, but nevertheless, British Land's office portfolio is of similar quality to Brookfield's London exposure (97% occupied, Facebook is 9% of rents, centrally located at major transit hubs).

 

British Land has 3.7 billion pounds of debt (at 2.8% interest costs)  and is doing about 450-480mm pounds of annualized NOI equivalent (they call it "net rental income"). Notice the difference with BPY? British Land's NOI (let's use 450mm pounds): 450 / 3700 = 12% debt yield versus BPY's 7.6%. Now we could say "well BL has more retail...UK retail sucks". I would agree with that pushback but if you zero out BL's retail then BL leverage would be about the same as BPY's. Retail sucks, but NOI proabbly won't be zero. I therefore conclude that BRitish Land has materially less leverage than BPY.

 

British Land is perhaps slightly more "expensive" but still has 100-200% upside to a more normal 70-100% of NAV.  British Land trades for 311 pence versus last reported NAV of 850, about 36% of NAV. British Land is "cheap" to NAV on an absolute basis. Cap rates used for the NAV's are similarly optimistic to BPY's.

 

So that's 20% of the office portfolio. I'm sure there's a better british office REIT to compare to; please feel free to correct me.

 

 

25% of office NOI is in downton and midtown NYC. I urge anyone who owns BPY to go check out the VNO thread that I obnoxiously bump every few days. Let's take a look at VNO's balance sheet. Vornado has about $1 billion of office NOI at share and $200mm of retail NOI at share for total of $1.2 billion. By the least generous calculation Vornado has about $10 billion of debt ($5.6 billion of mortgages, $2.8 billion of unconsolidated share of mortgages, some minor corporate obligations). We could go as high as $11 if we count the preferreds. $1.2 billion / $10-$11 billion = 10-12% debt yield. Again, we find a comparable that carries far less leverage than BPY. I encourag anyone to take a close look at VNO's balance and realize that this is a very punitive way of calculating VNO's debt considering the $9 billion of unencumbered assets they own, $1 billion of cash on the balanche sheet, $ 1 billion of unencumbered 220 central park south which is 90% sold, $1 billion + retial JV preferred equity that attaches at very low LTV, etc. I'm not trying to be precise. I'm trying to illustrate that VNO's balance sheet is better than BPY's which I don't think is that disputable.

 

 

VNO trades for $30. PRe-corona NAV as calc'd by VNO is in the mid $90's, sell side mid $80's. Again 100-200% upside.

 

6% is in Houston (scary, have you seen HHC?), 7% is in DC (JBG Smith is 20-30% levered and is going to be HQ2's dominant landlord and trades at a 40% discount to NAV)

 

 

For sake of time I'm going to leave office.

Let's go to retail.

 

 

Macerich has $8.0 billion of debt at share according to their September presentation. I'm doing quick anlaysis so there could be a lot of adjustments. It's well-laddered and mostrly mortgages of the non-recourse single asset variety. I think NOI is about $860mm for a debt yield of 10.7% compared to BPY's retail debt yield of 8.0%. I conclude that BPY is more levered than MAC. MAC trades for $5. Pre-corona NAV was $40-$50 / share. Simon offered like $80 a few years back. To the extent that malls deserve to exist, MAC offers lots of upside.

 

I presume SPG has a better balance sheet than MAC, but I'm trying to cover as much of BPY in a limited amount of time.

 

I'm not going to address the LP investments other than to say that value-add/real estate opportunity funds carry 50-65% leverage, typically with short term floating rate leverage, and they use por-forma optimistic cap rates (the same ones used in all these NAV figures that get no respect in the public market). If you tried to secondary a brookfield real estate PE fund in the PE secondary market, I doubt you would get par. maybe 50-80 cents.

 

We then overlay all that with corporate level leverage.

 

I'll be clear in saying that I think BPY could return 100-200-300-400% and that it has the most upside of probably all of these at $7 / share. But I think you can create very similar assets at similar discounts with far lower leverage and better balance sheets.

 

To create a synthetica BPY: I'd buy VNO, BL, MAC/SPG, some canadian office REIT?, some multi-family REITs see thread), and I'd call up a PE secondary broker and buy brookfield's RE funds for lower than par (this is obviously not easy).

 

I always caution these kind of "look at a presentation for 10 minutes and draw a sweeping conclusion" but I just want BPY unitholders to think about the alternative.

 

Thanks for this - v useful. I’m not a BPY unitholder and don’t plan to become one, but what jumps out at me about this is that the whole space may be screamingly cheap.

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I agree with pupil.  Why not look at VNO or SPG or other high quality names that are not so heavily leveraged and where there is not the parent holding company dynamics to worry about.  SPG is down 60-75% depending on which peak you take.  VNO is down 60-70% from peak.  So you are looking at maybe a 2-3x instead of a 3-4x with these but then higher survivability.  What is there to think about?

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I agree with pupil.  Why not look at VNO or SPG or other high quality names that are not so heavily leveraged and where there is not the parent holding company dynamics to worry about.  SPG is down 60-75% depending on which peak you take.  VNO is down 60-70% from peak.  So you are looking at maybe a 2-3x instead of a 3-4x with these but then higher survivability.  What is there to think about?

 

I can only speak for myself, but I'm here regarding BAM, not BPY (although obviously BPY value has a big effect on BAM).

 

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Interesting article by John Dizzard from the FT. This brings a opposite point of view on BAM. I'm a BAM shareholder and I believe it's important to have all point of views. It's important to note that John has been negative on BAM for years, so maybe he's just venting. The points brought forward are nothing new if you have been researching BAM for a while.

 

Brookfield’s leveraged complexity should be unravelled

https://www.ft.com/content/5a828fd3-dbaa-4e55-89e4-8001fc8cc8a3

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