D – Divestor

Dream Office REIT SIB

An interesting financial gamble just commenced yesterday evening.

Dream Office REIT (TSX: D.UN) owns 28 properties (2 under construction), and currently about 63% of the square feet is lease-able in downtown Toronto. The consolidated portfolio is 80% occupied (84% with commitments), with the Toronto segment at 88%.

Just like other office REITs, D.UN’s unit prices have gotten killed over the past year for well-known reasons.

On D.UN’s balance sheet, their primary assets are $2.39 billion in investment properties, and about 26 million (effective) units of Dream Industrial REIT (TSX: DIR.UN) (fair market value: $383 million at March 31, 2023). There is also about $1.27 billion in debt. Some of the debt is secured with the DIR.UN equity. The net equity is $1.5 billion, and with 52.2 million diluted units outstanding, gives a net asset value of about $29/unit.

They announced they will be selling about half (12.5 million units) of their DIR.un for $14.20 a piece ($177.5 million gross) and then commence a SIB for 12.5 million of their own REIT (24% of diluted units outstanding) for $15.50/unit. This is $194 million gross.

A typical bought deal would cost about 4% of the gross, so D.UN is paying about $7 million for this transaction, plus another amount for the legal fees for the SIB, so let’s round it to a $200 million dollar transaction.

D.UN shot up from $12.61 to around $15.00 per unit today in response – clearly some arbitrage potential being priced in.

The $200 million dollar question is (and this applies to all of these office REITs) whether the $2.4 billion in properties on their balance sheet is actually worth $2.4 billion.

If so, Dream is trying to buy dollars for half-dollars.

If the properties are worth 71% of the stated value, then the proposition is break-even at best (not factoring in the leverage factor and lost income from the ownership of DIR.un).

If the properties are worth less than 71% of the stated value, then this is a value-destroying proposition.

Another interesting factoid is that Artis REIT (TSX: AX.UN) and related entity Sandpiper jointly own about 6.8 million units of Dream Office REIT. Will they tender?

This will be interesting to watch. I have no skin in the game here – in general, I am adverse to deeply leveraged entities in our existing macroeconomic environment.

Canadian REITs

Here is a quick snapshot of most of the major Canadian REITs today. Pay attention to the very right-hand column, which is the Year-to-date performance of their units.

I’ll note that they are all universally down for the year.

Considering that such entities are heavily leveraged with debt to maintain the financing of their property acquisitions, this is not surprising. They are recipients of a double-whammy – higher interest rates will decrease their reported asset values (as they get appraised, they will drop), while at the same time, floating-rate debt will cost more, and any fixed-rate debt that renews will incur a higher financing charge. There is also the problem of what happens if the asset collateral declines in value to the point where the company cannot renew the debt.

CapREIT (TSX: CAR.UN) is an interesting example. Looking at the June 30, 2022 snapshot:

* $260 million outstanding in floating rate bank loans
* They have $6.6 billion in mortgages payable, 99% of it at fixed rates. The average effective rate is 2.62%.

I’ll spare the agony of going through this in detail (page 45/46 of their MD&A) and just leave it here. Suffice to say, they’ve done a pretty good job insulating their interest rates for now. But they will have to renew these debts at higher rates, assuming the existing rate structure continues. A 1% rise in interest rates results in a $68 million increase in interest expense.

At the current financing arrangement, in the first half of the year CAR.UN made approximately $200 million in FFO, or about $400 million annualized. With 173 million units outstanding, this is $2.31/unit or a current price/FFO of 5.7%. Not a huge return over the risk-free rate.

Interest rates have risen from 0.25% to 3.25%, starting March 2, 2022. While it will not be an instantaneous increase in financing expenses for CAR.UN, it will continue to eat away at their bottom line, unless if they are able to raise rents to compensate.

In a country with one of the highest rent to income ratios for our urban centres, it will be very interesting to see how much higher rents can ratchet.

CAR.UN is nearly entirely residential. The same math works, albeit with different wrinkles, for the commercial, office and industrial REITs, the latter sector historically being in the highest amount of demand.

But as the strangle of higher interest rates persists, these REITs, all of which are very leveraged, will continue to see financing pressure, especially if they do not have the ability to raise rents to compensate.

One would wonder if we are entering into a bad recession how much demand there would be for things such as office space and how much pricing power there would be to open an office in an urban centre. This likely explains why office REITs like Dream Office (TSX: D.UN) have been massively hammered. I would suspect residential would do better than office REITs, but what happens to people when they are unemployed and can’t afford to live in the city? This probably explains our current government’s immigration policy, which is to bring in approximately 440,000 people a year for the next few years, most of which will come to the urban centres.

My other last comment is that I think the 32% drop in CAR.UN year-to-date is highly reflective of the overall state of the real marketplace in terms of residential real estate – just that in the land title markets, the bid/ask spread is so high for individual properties that this magnitude of price decrease has not registered yet. Sellers still want their November 2021 peak pricing, while buyers cannot raise their bids because they can’t get dirt cheap financing any longer.

REITs and leverage

It was announced today that Dundee REIT (TSX: D.UN) and H&R Reit (TSX: HR.UN) will be purchasing 2/3rds and 1/3rd, respectively, the Scotiabank headquqarters in Toronto, for a price of $1.266 billion. This was a classic sale-and-leaseback transaction by Scotiabank.

The salient press release is here. Specifically, this line caught my attention:

Highlights:

Going-in capitalization rate of 5.2% – The $1.266 billion purchase price reflects a 5.2% going-in cap rate.

$650.0 million of 7-year first mortgage bonds, provisional A (high) rating, to be issued – To provide partial funding of the purchase price, $650.0 million of first mortgage bonds (100% interest) will be issued with a 7-year term at an effective interest rate that will not exceed 3.45%. Dundee REIT and H&R REIT have entered into an underwriting agreement with Scotia Capital Inc. and TD Securities Inc.

…

The current weighted average in-place office rent is approximately $31.45 per square foot, more than 10% below estimated current market rates of $34.49 per square foot.

The company is also issuing $300M in equity at $35.90/unit. Their annualized yield at that price is 6.12%.

A cap rate of 5.2% basically means you invest $100 to get $5.20/year back. The income figure is usually net operating income, which excludes the depreciation and interest expense associated with owning the property. The figure also implies that it is calculated with the present occupancy rate (99.5%).

So Dundee is receiving a fairly slim return. Let’s just assume that they exclusively purchase this building with debt financing and ignore the more expensive equity. Also, let’s generously assume they can flick a switch and charge the “market rate” for their leaseholders (which is unlikely since Scotiabank is their majority tenant in the building and presumably negotiated a bulk discount associated with the sale of the building!). Their cost of debt is 3.45%, and they anticipate receiving 5.7%, so a spread of 2.25%.

When you do factor in the other attributes (e.g. the true cap rate of the building, depreciation, real estate pricing risk, state of the Toronto economy, occupancy, cost of equity) there is not a heck of a lot when it comes to a margin of error. One predominant question is what happens when interest rates rise to the point where you are paying 200 basis points more on everything? A lot of the higher levered REITs are going to get killed on two fronts – financing expenses and balance sheet write-downs when others are trying to liquidate exactly the same assets. Your compensation as an equity investor is amazingly small.

My conclusion here is that the Bank of Nova Scotia (TSX: BNS) made one hell of a deal.