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I thought that was a very good post.  It would be nice if they gave the media that information directly so that mainstream media would be given a chance to get the story right.

 

I found the quote below very interesting.  I wouldn't be surprised if a major transaction with real estate is announced in the near future...

"Further, as we continue our transformation leveraging Shop Your Way® and Integrated Retail we believe that we have options that will allow us to highlight our significant real estate value and crystallize how we intend to transition away from an asset intensive, historically “store-only” based retailer to an asset light, integrated membership-focused company."

 

How do you highlight real estate value and crystallize how you intend to become asset light?  You actually have a large transaction take place.  I'm probably just reading into it, but an announcement wouldn't surprise me at all.

 

It seems to me they've been making pretty good progress on the above (blog post from ~6 months ago) given the recent news on Seritage, GGP, and SPG.  Also, I wouldn't rule out some kind of bidding war between the larger REITs to buy Seritage in its entirety.  I'd be shocked if they aren't at least looking into it as a possible acquisition.

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great choice, young but very bright.

 

Schall reported to Sandeep Mathrani when they were at VNO.

 

Mathrani leaves VNO to take CEO job at GGP and Schall gets #2 position COO at RSE (GGP spin off)

 

Now GGP & SGP invest in and do JV's with Seritage and they bring Schall over to run it.

 

It's like an NFL coaching tree with retail REIT executives.

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For those of you REIT experts, could you tell me how you do valuation on a REIT?

I am trying to figure out what prices will interest me when Seritage starts trading.  :)

 

FFO is a core valuation metric for REITs. Think of it as a measure of operating cash flow. There are a lot of newly public commercial REITs to compare Seritage with. Simon spun off WPG and Vornado spun off UE, for instance, which will give you a sense as to how investors have valued newly created sets of commercial RE properties.

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For those of you REIT experts, could you tell me how you do valuation on a REIT?

I am trying to figure out what prices will interest me when Seritage starts trading.  :)

 

FFO is a core valuation metric for REITs. Think of it as a measure of operating cash flow. There are a lot of newly public commercial REITs to compare Seritage with. Simon spun off WPG and Vornado spun off UE, for instance, which will give you a sense as to how investors have valued newly created sets of commercial RE properties.

 

 

Thank you! But shouldn't the value of the properties also be taken into account? I mean, as a REIT owner, if my current FFO is low due to poor lease terms, I can try to terminate the leases, get better ones, and then my FFO will increase right away. If my properties are not valuable but somehow I have good leases, when they run off, the renewed leases will provide poor FFO.

 

 

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For those of you REIT experts, could you tell me how you do valuation on a REIT?

I am trying to figure out what prices will interest me when Seritage starts trading.  :)

 

FFO is a core valuation metric for REITs. Think of it as a measure of operating cash flow. There are a lot of newly public commercial REITs to compare Seritage with. Simon spun off WPG and Vornado spun off UE, for instance, which will give you a sense as to how investors have valued newly created sets of commercial RE properties.

 

 

Thank you! But shouldn't the value of the properties also be taken into account? I mean, as a REIT owner, if my current FFO is low due to poor lease terms, I can try to terminate the leases, get better ones, and then my FFO will increase right away. If my properties are not valuable but somehow I have good leases, when they run off, the renewed leases will provide poor FFO.

 

You are right that over time they will be able to raise rents as they take over more space from Sears/Kmart, but as an investor you are likely not going to pay for all of that potential upfront. You have to wait until Sears/Kmart leaves and then you also have to account for the fact that it will take additional cash to redevelop the properties. If you want to estimate what FFO could be 5-10 years from now and discount that value back to today's dollars, that is a very helpful exercise for valuation purposes, but you also have to account for the capex required.

 

I suspect that the discount the market gives to Seritage vs other comps (due to tenant concentration and the fact that they own single stores rather than entire shopping centers), will be offset to some degree by the fact that they have more inherent rent spread potential than other companies due to the trajectory of Sears and Kmart. The big question, at least in my view, is how much of an offset there is. I don't really see a rational reason why Seritage would trade at a premium, but the amount of discount, if any, will be key to whether I buy Seritage or not.

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Sears Holdings And Simon Property Group, Inc. Form A 50/50 Joint Venture To Unlock Real Estate Value At 10 Sears Holdings Properties At Simon Malls

http://searsholdings.mediaroom.com/index.php?s=16310&item=137360

 

The terms here is confusing to me. Can anyone help me?

"

The JV will lease back existing stores to Sears Holdings under a triple-net master lease agreement (the "Master Lease"), which has a ten year initial term and two five-year renewal options. Sears Holdings expects to pay initial base rent of $13.4 million under the Master Lease.

 

Pursuant to the terms of the Master Lease, the JV is provided the ability to re-capture a specified portion of the space leased to Sears Holdings.  Following such recapture, the JV will be able to re-lease this space to other parties at potentially higher rents.

"

 

Does this mean that SHLD will continue to use these valuable locations for 10 years, and then after that, can renew the lease for 5 years twice? I think that's going to really suck for Seritage.

It is also unclear as what portion can be redeveloped. I hope it is a reasonable portion.

I heard that after SHLD sold the valuable Honolulu property to GGP, GGP redeveloped it and extracted over 1 bn value out of it?

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Sears Holdings And Simon Property Group, Inc. Form A 50/50 Joint Venture To Unlock Real Estate Value At 10 Sears Holdings Properties At Simon Malls

http://searsholdings.mediaroom.com/index.php?s=16310&item=137360

 

The terms here is confusing to me. Can anyone help me?

"

The JV will lease back existing stores to Sears Holdings under a triple-net master lease agreement (the "Master Lease"), which has a ten year initial term and two five-year renewal options. Sears Holdings expects to pay initial base rent of $13.4 million under the Master Lease.

 

Pursuant to the terms of the Master Lease, the JV is provided the ability to re-capture a specified portion of the space leased to Sears Holdings.  Following such recapture, the JV will be able to re-lease this space to other parties at potentially higher rents.

"

 

Does this mean that SHLD will continue to use these valuable locations for 10 years, and then after that, can renew the lease for 5 years twice? I think that's going to really suck for Seritage.

It is also unclear as what portion can be redeveloped. I hope it is a reasonable portion.

I heard that after SHLD sold the valuable Honolulu property to GGP, GGP redeveloped it and extracted over 1 bn value out of it?

 

So this "unlocking of shareholder value" looks like a huge waste of money/time and there is probably some sweet talking IBs behind this. Sears is a freaking mess.

 

But to your question, Sears owns 10 properties that has Sears stores or other stores that Sears rents the space to. These 10 properties have been valued at $228m ($22.8m/property). Sears sold these 10 properties to a JV owned by Simon for $114m and a 50% ownership stake in the JV. Thus, Sears sold 50% ownership in the 10 properties for $114m. The Triple-Net Master Lease Agreement in effect keeps the "status-quo". It means the tenant/owner of the property will sell the property (in this case the JV) and agree to lease back the property for a certain period (10y + 5 + 5) and be responsible for all maintainence, improvements, taxes, ect (total cost of property). In exchange for this increased amount of responsibility their lease payment is likely noticeably below market value.

 

A separate transaction where Sears sold the ownership of a single location to Simon for cash seems related but was written up separately.

 

Net-Result of Transaction:

Sears Gets:

$228m cash

 

Seritage Gets:

lower than market rent payments on a 10 year agreement with 2-5 year options (Sears as the only tenant, again; rent starts at $13.4m total)

50% stake in JV that owns 10 properties (some/most with Sears locations; option to kick Sears out of space down the line)

 

Sears Loses:

100% of 10 properties (some/most with Sears locations; all owned in full by Sears)

 

Seritage Loses:

$114m

 

("Net-Net-Net" definition: http://www.investopedia.com/terms/n/netnetnet.asp)

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Sears Holdings And Simon Property Group, Inc. Form A 50/50 Joint Venture To Unlock Real Estate Value At 10 Sears Holdings Properties At Simon Malls

http://searsholdings.mediaroom.com/index.php?s=16310&item=137360

 

The terms here is confusing to me. Can anyone help me?

"

The JV will lease back existing stores to Sears Holdings under a triple-net master lease agreement (the "Master Lease"), which has a ten year initial term and two five-year renewal options. Sears Holdings expects to pay initial base rent of $13.4 million under the Master Lease.

 

Pursuant to the terms of the Master Lease, the JV is provided the ability to re-capture a specified portion of the space leased to Sears Holdings.  Following such recapture, the JV will be able to re-lease this space to other parties at potentially higher rents.

"

 

Does this mean that SHLD will continue to use these valuable locations for 10 years, and then after that, can renew the lease for 5 years twice? I think that's going to really suck for Seritage.

It is also unclear as what portion can be redeveloped. I hope it is a reasonable portion.

I heard that after SHLD sold the valuable Honolulu property to GGP, GGP redeveloped it and extracted over 1 bn value out of it?

 

Typically the deals struck so far are allowing ~50% of the property to be redeveloped. Some on the Seritage list allow 100% - TYPE 1.

 

GGP paid a fortune ~$200MM to get back that Ala Moana which wasn't even owned by SHLD (but might as well have been).  In fact GGP even bought back a store they didn't want to get that deal done. GGP did a major remodel ~$400MM to the space as well.

 

What I find very interesting about Seritage is that there is a long list of very good properties included (both GGP and SPG JVs have excellent properties included as well) -- but there aren't any MAJOR trophy properties included: $100M++ properties (MAYBE the Portland store/land is the only one) -- unless I'm overlooking something.  I find that puzzling and I'm wondering why!

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Sears Holdings And Simon Property Group, Inc. Form A 50/50 Joint Venture To Unlock Real Estate Value At 10 Sears Holdings Properties At Simon Malls

http://searsholdings.mediaroom.com/index.php?s=16310&item=137360

 

The terms here is confusing to me. Can anyone help me?

"

The JV will lease back existing stores to Sears Holdings under a triple-net master lease agreement (the "Master Lease"), which has a ten year initial term and two five-year renewal options. Sears Holdings expects to pay initial base rent of $13.4 million under the Master Lease.

 

Pursuant to the terms of the Master Lease, the JV is provided the ability to re-capture a specified portion of the space leased to Sears Holdings.  Following such recapture, the JV will be able to re-lease this space to other parties at potentially higher rents.

"

 

Does this mean that SHLD will continue to use these valuable locations for 10 years, and then after that, can renew the lease for 5 years twice? I think that's going to really suck for Seritage.

It is also unclear as what portion can be redeveloped. I hope it is a reasonable portion.

I heard that after SHLD sold the valuable Honolulu property to GGP, GGP redeveloped it and extracted over 1 bn value out of it?

 

Typically the deals struck so far are allowing ~50% of the property to be redeveloped. Some on the Seritage list allow 100% - TYPE 1.

 

GGP paid a fortune ~$200MM to get back that Ala Moana which wasn't even owned by SHLD (but might as well have been).  In fact GGP even bought back a store they didn't want to get that deal done. GGP did a major remodel ~$400MM to the space as well.

 

What I find very interesting about Seritage is that there is a long list of very good properties included (both GGP and SPG JVs have excellent properties included as well) -- but there aren't any MAJOR trophy properties included: $100M++ properties (MAYBE the Portland store/land is the only one) -- unless I'm overlooking something.  I find that puzzling and I'm wondering why!

 

The Aventura Mall property in Miami is included as a Type 1 property in Seritage. Aventura is a top grossing mall in the US.

http://fortune.com/2014/10/29/malls-that-make-the-most/

 

Sears has created a redesign plan for that property, which Berkowitz has cited in the past as an example of the potential of Sears' real estate.

http://www.miamiherald.com/news/business/article3688242.html

 

Interestingly, the mall owners are also pursuing a separate, large redesign of another area of the same mall.

http://www.miamitodaynews.com/2014/02/12/expanded-aventura-mall-nations-second-largest/

 

I hesitate to sound too bullish here, but, given the extent of the Sears Aventura redesign plan (restaurants, office space, a hotel) and the high property value at present, a successful redesign could add many tens of millions (or more) to the value of Sears' property there. It reflects the thesis that most of the value in the RE portfolio lies in a few properties.

 

I believe an earlier post mentioned that the $2.5 billion in Seritage property value would be financed with $2 billion in mortgage debt and $500mm in Seritage equity. If that is true, then this single redevelopment plan has the potential to be quite meaningful. It makes me believe that in order to analyze Sears, I need to understand the value and potential of every individual Sears property (as Berkowitz advertises that he has done). It will not stop the bleeding at the retailer, but the only way to resolve the "DYING RETAILER!"/"REAL ESTATE VALUE!" debate is to get some better hard data.

 

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Sears Holdings And Simon Property Group, Inc. Form A 50/50 Joint Venture To Unlock Real Estate Value At 10 Sears Holdings Properties At Simon Malls

http://searsholdings.mediaroom.com/index.php?s=16310&item=137360

 

The terms here is confusing to me. Can anyone help me?

"

The JV will lease back existing stores to Sears Holdings under a triple-net master lease agreement (the "Master Lease"), which has a ten year initial term and two five-year renewal options. Sears Holdings expects to pay initial base rent of $13.4 million under the Master Lease.

 

Pursuant to the terms of the Master Lease, the JV is provided the ability to re-capture a specified portion of the space leased to Sears Holdings.  Following such recapture, the JV will be able to re-lease this space to other parties at potentially higher rents.

"

 

Does this mean that SHLD will continue to use these valuable locations for 10 years, and then after that, can renew the lease for 5 years twice? I think that's going to really suck for Seritage.

It is also unclear as what portion can be redeveloped. I hope it is a reasonable portion.

I heard that after SHLD sold the valuable Honolulu property to GGP, GGP redeveloped it and extracted over 1 bn value out of it?

 

Typically the deals struck so far are allowing ~50% of the property to be redeveloped. Some on the Seritage list allow 100% - TYPE 1.

 

GGP paid a fortune ~$200MM to get back that Ala Moana which wasn't even owned by SHLD (but might as well have been).  In fact GGP even bought back a store they didn't want to get that deal done. GGP did a major remodel ~$400MM to the space as well.

 

What I find very interesting about Seritage is that there is a long list of very good properties included (both GGP and SPG JVs have excellent properties included as well) -- but there aren't any MAJOR trophy properties included: $100M++ properties (MAYBE the Portland store/land is the only one) -- unless I'm overlooking something.  I find that puzzling and I'm wondering why!

 

The Aventura Mall property in Miami is included as a Type 1 property in Seritage. Aventura is a top grossing mall in the US.

http://fortune.com/2014/10/29/malls-that-make-the-most/

 

Sears has created a redesign plan for that property, which Berkowitz has cited in the past as an example of the potential of Sears' real estate.

http://www.miamiherald.com/news/business/article3688242.html

 

Interestingly, the mall owners are also pursuing a separate, large redesign of another area of the same mall.

http://www.miamitodaynews.com/2014/02/12/expanded-aventura-mall-nations-second-largest/

 

I hesitate to sound too bullish here, but, given the extent of the Sears Aventura redesign plan (restaurants, office space, a hotel) and the high property value at present, a successful redesign could add many tens of millions (or more) to the value of Sears' property there. It reflects the thesis that most of the value in the RE portfolio lies in a few properties.

 

I believe an earlier post mentioned that the $2.5 billion in Seritage property value would be financed with $2 billion in mortgage debt and $500mm in Seritage equity. If that is true, then this single redevelopment plan has the potential to be quite meaningful. It makes me believe that in order to analyze Sears, I need to understand the value and potential of every individual Sears property (as Berkowitz advertises that he has done). It will not stop the bleeding at the retailer, but the only way to resolve the "DYING RETAILER!"/"REAL ESTATE VALUE!" debate is to get some better hard data.

 

Ha ha. I don't know how I missed that location! Thanks! That's a big one.

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The Aventura Mall property in Miami is included as a Type 1 property in Seritage. Aventura is a top grossing mall in the US.

http://fortune.com/2014/10/29/malls-that-make-the-most/

 

Sears has created a redesign plan for that property, which Berkowitz has cited in the past as an example of the potential of Sears' real estate.

http://www.miamiherald.com/news/business/article3688242.html

 

Interestingly, the mall owners are also pursuing a separate, large redesign of another area of the same mall.

http://www.miamitodaynews.com/2014/02/12/expanded-aventura-mall-nations-second-largest/

 

I hesitate to sound too bullish here, but, given the extent of the Sears Aventura redesign plan (restaurants, office space, a hotel) and the high property value at present, a successful redesign could add many tens of millions (or more) to the value of Sears' property there. It reflects the thesis that most of the value in the RE portfolio lies in a few properties.

 

I believe an earlier post mentioned that the $2.5 billion in Seritage property value would be financed with $2 billion in mortgage debt and $500mm in Seritage equity. If that is true, then this single redevelopment plan has the potential to be quite meaningful. It makes me believe that in order to analyze Sears, I need to understand the value and potential of every individual Sears property (as Berkowitz advertises that he has done). It will not stop the bleeding at the retailer, but the only way to resolve the "DYING RETAILER!"/"REAL ESTATE VALUE!" debate is to get some better hard data.

 

True, but keep in mind that it will cost hundreds of millions of dollars to build out the Aventura mall site plan. I don't think they'll have any trouble getting financing for the project, obviously, but I would caution people to factor the costs into the equation, rather than just looking at the ending value.

 

For example, consider the GGP project with the former Sears store at Ala Moana in Hawaii. GGP bought out Sears' lease for $200M and then spent $573M to redevelop the property. The project's expected return was "up to 10%" so the value creation was decent, but nothing spectacular:

 

http://www.bizjournals.com/pacific/news/2015/01/28/ala-moana-center-owner-general-growthspends-391-5m.html

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True, but keep in mind that it will cost hundreds of millions of dollars to build out the Aventura mall site plan. I don't think they'll have any trouble getting financing for the project, obviously, but I would caution people to factor the costs into the equation, rather than just looking at the ending value.

 

For example, consider the GGP project with the former Sears store at Ala Moana in Hawaii. GGP bought out Sears' lease for $200M and then spent $573M to redevelop the property. The project's expected return was "up to 10%" so the value creation was decent, but nothing spectacular:

 

http://www.bizjournals.com/pacific/news/2015/01/28/ala-moana-center-owner-general-growthspends-391-5m.html

 

Yes, my speculating on the value of the redevelopment was meant to be after expenses. My interest in this was piqued by this quote attributed to Berkowitz. He ascribes a very high value to the former Ala Moana Sears property.

 

http://www.valuewalk.com/2015/03/sears-holdings-corporation-shld-fairholme/

In early 2012, Sears Holding sold its store in Ala Moana to GGP for $200 million.  Since then GGP has invested an additional $460 million to redevelop the property.  A recent assessment valued the former SHC location at $1.5 billion. (This is the one that got away. This example demonstrates the significant value creation opportunities that exist in redeveloping the most valuable acreage.)

 

GGP's "up to 10%" seems to refer to an annualized return. See their Q4 2014 earnings release, page 29:

 

http://investor.ggp.com/sites/ggp.investorhq.businesswire.com/files/event/additional/December_2014_Supplemental.pdf

Return on investment represents first year stabilized cash on cost return, based upon budgeted assumptions. Actual costs may vary.

 

It's hard to parse "cash on cost" versus the net income the property is generating, but if the redeveloped property can be expected to generate net income of 10% on the $573mm cost, and high-grade real estate like that is valued at a 5% or 6% cap rate (guessing), then GGP would be capturing the 4-5% difference between ROI and market cap rates. The premium then depends on the expected life of the redevelopment project. At 10 years and a 4% difference, the redevelopment should be worth $573mm*(1+10*4%) = $802mm.

 

I am making a few leaps of logic here using only one line of data in an earnings release...

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Just found this presentation from GGP on Ala Moana. Take a look at page 53. They value the redeveloped Sears site at Ala Moana at $1,375mm using a cap rate of 4%, versus a development cost of $573mm.

 

http://investor.ggp.com/sites/ggp.investorhq.businesswire.com/files/doc_library/file/GGP_AMC_CITI_Presentation_FINAL.pdf

 

Bruce Berkowitz is right.  That's the one that got away.

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Just found this presentation from GGP on Ala Moana. Take a look at page 53. They value the redeveloped Sears site at Ala Moana at $1,375mm using a cap rate of 4%, versus a development cost of $573mm.

 

http://investor.ggp.com/sites/ggp.investorhq.businesswire.com/files/doc_library/file/GGP_AMC_CITI_Presentation_FINAL.pdf

 

Bruce Berkowitz is right.  That's the one that got away.

 

But they didn't own it, so selling the lease was really all they could have done.

 

Also, GGP conveniently omitted the $200M lease buyout cost from their return calculations. Still a good project, but not quite as rosy as they imply.

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Is anyone familiar with how the Operating Partnership will work in relation to the ownership of Seritage Growth?  It looks like those subscription rights above 10% ownership limits will be exchanged for the Operating Partnership and any over subscription will exclude those original rights.  Somehow Eddie and Bruce maintain the economic interest of the majority of Seritage but not directly?  Does the OP not count as an "entity" for REIT rules?  Am I right in thinking that "Operating Partnership" will own 70% plus of the REIT?

 

Also operating income is roughly going to equal if the debt service costs come in around 6-7% assuming there is a full subscription, which it appears there will be through the help of the OP.  So is the framework 1) cover the costs of the REIT structure, 2) issue new equity later to fund redevelopment, 3) use improved cash flows to support a lower cost of capital on the debt, 3) equity becomes more valuable as the spread of debt and FFO improves, 4) acquire new assets from Sears (or whoever) to continue expanding through equity issuance at (hopefully) better prices? 

 

Does anyone have any thoughts on this?  I am working my way through each property with the help of some outside experts and so any additional help would be appreciated.  I'll try and share what we get from the due diligence.

 

 

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After today's Macerich JV announcement, Sears has now sold 31 of their best stores to the top 3 U.S. mall operators at a valuation of $858 million. This comes to $27M+ per store and about $178 per square foot. So that by itself has a lot of value for investors... but...

 

I have to give Baker Street a lot of credit here. They estimated that the top 100 owned and top 50 leased stores were worth: $27M+ each. Of course, much of the rest of their assumptions were flawed, so if you looked at their overall valuation today it is nowhere near correct. But I find it interesting that the core of their thesis was the real estate value and they got that exactly right. Just goes to show you that every leg of the stool is important.

 

 

 

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Is anyone able to confirm the stores in the Simon JV?  I came across this article but couldn't confirm through Simon or Sears PRs. 

http://www.chicagobusiness.com/article/20150413/NEWS07/150419964/sears-looks-for-more-money-in-its-real-estate

 

The stores in the joint venture with Simon:

• Barton Creek Square, Austin, Texas

• Brea Mall, Brea, Calif.

• Briarwood Mall, Ann Arbor, Mich.

• Burlington Mall, Burlington, Mass.

• Midland Park Mall, Midland, Texas

• Nanuet Mall, Nanuet, N.Y.

• Ocean County Mall, Toms River, N.J.

• Santa Rosa Plaza, Santa Rosa, Calif.

• Woodland Hills Mall, Tulsa, Okla.

• Ross Park Mall, Pittsburgh

 

 

Note: The article has a pay wall, so you may have to search through Google for Chicago+Simon+Sears or something to get past the pay wall if you can't access the full article. 

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