Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Starwood Capital Group, a well-known real estate investor operating in half a dozen countries around the world, with current global AUM in excess of US$75bn. They manage private REITs globally and also manage the largest commercial real estate investment trust in the United States - <a href="https://www.smartkarma.com/entities/starwood-property-trust-inc" target="_blank" data-smartkarma-citation="entities:9223:1" rel="noopener">Starwood Property Trust (STWD US)</a> 
Together with affiliated investors, on Friday Starwood Capital Group filed that it owned just over 5% of <a href="https://www.smartkarma.com/entities/invesco-office-j-reit-inc" target="_blank" data-smartkarma-citation="entities:7414:1" rel="noopener">Invesco Office J Reit (3298 JP)</a> (filing attached below) and announced its intention to conduct a Tender Offer to buy out minorities. 
Invesco Office J-REIT, for its part, this morning <a href="http://www.invesco-reit.co.jp/file/en-news-060e1e4140efcec71c52617190ca80605a5d1749.pdf" target="_blank" rel="noopener">announced</a> that this was made "unilaterally and with no prior notification." This classifies the action as hostile.
The Tender Offer Price is to be set at JPY 20,000/unit, which is s 13.3% premium to Friday's close, and a premium of 14.68% and 23.71% to the 1mo and 3mo closing price averages. 
This appears to have been put together somewhat hastily as the starwood website outlining the Tender Offer - <a href="https://www.starwoodjapantob.jp/" target="_blank" rel="noopener">https://www.starwoodjapantob.jp/</a> - says the website is still being prepped.
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This deal comes in well over book and at something like 19x TTM FFO. 
The market's immediate reaction this morning is to bid the REIT through terms. 
Start Date? Unknown.  Minimum Threshold? Unknown. 
J-REIT takeovers are rare enough that hostile action is also rare, though not unknown. This will, however, be the first TOB of a Japanese REIT where the goal is to delist the REIT.
Hostile action on J-REITs comes with its own issues and parameters. And it is not as hard as it might be for a corporation. Starwood is counting on it. And that limits the Asset Manager's ability to defend itself.

Starwood Capital Group, a well-known real estate investor operating in half a dozen countries around the world, with current global AUM in excess of US$75bn. They manage private REITs globally and also manage the largest commercial real estate investment trust in the United States - Starwood Property Trust (STWD US) 
Together with affiliated investors, on Friday Starwood Capital Group filed that it owned just over 5% of Invesco Office J Reit (3298 JP) (filing attached below) and announced its intention to conduct a Tender Offer to buy out minorities. 
Invesco Office J-REIT, for its part, this morning announced that this was made "unilaterally and with no prior notification." This classifies the action as hostile.
The Tender Offer Price is to be set at JPY 20,000/unit, which is s 13.3% premium to Friday's close, and a premium of 14.68% and 23.71% to the 1mo and 3mo closing price averages. 
This appears to have been put together somewhat hastily as the starwood website outlining the Tender Offer - https://www.starwoodjapantob.jp/ - says the website is still being prepped.



This deal comes in well over book and at something like 19x TTM FFO. 
The market's immediate reaction this morning is to bid the REIT through terms. 
Start Date? Unknown.  Minimum Threshold? Unknown. 
J-REIT takeovers are rare enough that hostile action is also rare, though not unknown. This will, however, be the first TOB of a Japanese REIT where the goal is to delist the REIT.
Hostile action on J-REITs comes with its own issues and parameters. And it is not as hard as it might be for a corporation. Starwood is counting on it. And that limits the Asset Manager's ability to defend itself. 

Starwood Targets Japan's First Hostile REIT Full TOB for Invesco Office J-REIT

Index Rebal/Special Situations, Quiddity Advisors

Janaghan Jeyakumar, CFA

Index Rebal/Special Situations

Japan's largest Office REIT <a href="https://www.smartkarma.com/entities/nippon-building-fund-inc" target="_blank" data-smartkarma-citation="entities:1900:1" rel="noopener">Nippon Building Fund (8951 JP)</a> ("NBF") announced a ¥140bn (~US$1.3bn) <a href="https://www.nbf-m.com/nbf_e/release/files/20201009_Notice%20Concerning%20Issue%20of%20New%20Investment%20Units%20and%20Secondry%20Offering%20on%20Investments%20Units.pdf" target="_blank" rel="noopener">follow-on equity offering</a> on 9th October 2020 and I provided a brief introduction to the background of the REIT and its offerings history in <a href="https://www.smartkarma.com/insights/nippon-building-fund-8951-jp-reit-offering-take-it" target="_blank" data-smartkarma-citation="insights:44090" rel="noopener">Nippon Building Fund (8951 JP) REIT Offering: Take It</a>. As mentioned in that insight, the pricing date was expected to be between 20th and 22nd of October 2020 (pricing is normally on the first day in the pricing period).Today, after market close, NBF <a href="https://www.nbf-m.com/nbf_e/release/files/%E6%9D%A1%E4%BB%B6%E6%B1%BA%E5%AE%9A%E3%83%97%E3%83%AC%E3%82%B9_E.pdf" target="_blank" rel="noopener">announced</a> the Issue Price to be ¥527,240/unit.Below is a brief recap of the Deal details (including confirmation of key dates) and a closer look at the attractiveness of this pricing.

Japan's largest Office REIT Nippon Building Fund (8951 JP) ("NBF") announced a ¥140bn (~US$1.3bn) follow-on equity offering on 9th October 2020 and I provided a brief introduction to the background of the REIT and its offerings history in Nippon Building Fund (8951 JP) REIT Offering: Take It. As mentioned in that insight, the pricing date was expected to be between 20th and 22nd of October 2020 (pricing is normally on the first day in the pricing period).Today, after market close, NBF announced the Issue Price to be ¥527,240/unit.Below is a brief recap of the Deal details (including confirmation of key dates) and a closer look at the attractiveness of this pricing. 

NBF (8951 JP) REIT Offering: Pricing Announced. Wide Discount to Undisturbed.

Japan's largest Office REIT <a href="https://www.smartkarma.com/entities/nippon-building-fund-inc" target="_blank" data-smartkarma-citation="entities:1900:1" rel="noopener">Nippon Building Fund (8951 JP)</a> ("NBF") announced a ¥140bn (~US$1.3bn) <a href="https://www.nbf-m.com/nbf_e/release/files/20201009_Notice%20Concerning%20Issue%20of%20New%20Investment%20Units%20and%20Secondry%20Offering%20on%20Investments%20Units.pdf" target="_blank" rel="noopener">follow-on equity offering</a> on 9th October 2020 to fund their recent acquisition of Shinjuku Mitsui Building and Gran Tokyo South Tower. 
This is the biggest REIT offering in Japan this year so far, is large historically, and is the first offering by NBF, the largest Office REIT by Market Cap since 2014.
NBF plans to offer 171,000 units in the Domestic Primary Offering and 58,000 units in the International Offering (mainly in the U.S., Europe and Asia). However, final allocation can be different depending on demand conditions. The over-allotment quantity will be 11,500 units. 
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<div class="content-caption">Source: Quiddity, Capital IQ (Data)</div>
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As always, there is more below the fold.

Japan's largest Office REIT Nippon Building Fund (8951 JP) ("NBF") announced a ¥140bn (~US$1.3bn) follow-on equity offering on 9th October 2020 to fund their recent acquisition of Shinjuku Mitsui Building and Gran Tokyo South Tower. 
This is the biggest REIT offering in Japan this year so far, is large historically, and is the first offering by NBF, the largest Office REIT by Market Cap since 2014.
NBF plans to offer 171,000 units in the Domestic Primary Offering and 58,000 units in the International Offering (mainly in the U.S., Europe and Asia). However, final allocation can be different depending on demand conditions. The over-allotment quantity will be 11,500 units. 


Source: Quiddity, Capital IQ (Data)

As always, there is more below the fold. 

Nippon Building Fund (8951 JP) REIT Offering: Take It

APAC IPOs & Placements

Zhen Zhou, Toh

Smartkarma

Smartkarma unites the fragmented investment industry, connecting institutional investors, independent research providers, and corporates within a single network.

Research Reinvented

Equity Capital Markets

Japan Real Estate Investment / Equity Capital Markets

<a href="https://www.smartkarma.com/entities/16867" target="_blank" data-smartkarma-citation="entities:16867:1">Japan Real Estate Investment Corp (8952 JP)</a> (JREIC) is raising US$366m through the issuance of primary shares to acquire interests in two properties.The deal scores well on our framework owing to its strong price and earnings momentum. According to the revised forecast, the company is expecting the new stake in Shinjuku Front Tower and an additional stake in Shinjuku Eastside Square to be accretive to its DPU.Past placements performance has been good, returning an average of 6.3% over a…

Japan Real Estate Investment Corp (8952 JP) (JREIC) is raising US$366m through the issuance of primary shares to acquire interests in two properties.The deal scores well on our framework owing to its strong price and earnings momentum. According to the revised forecast, the company is expecting the new stake in Shinjuku Front Tower and an additional stake in Shinjuku Eastside Square to be accretive to its DPU.Past placements performance has been good, returning an average of 6.3% over a…

Japan Real Estate Investment Corp Placement - Accretive Acquisition and Past Deals Have Done Well

<a href="https://www.smartkarma.com/entities/16867" target="_blank" data-smartkarma-citation="entities:16867:1">Japan Real Estate Investment (8952 JP)</a> yesterday <a href="http://www.j-re.co.jp/file/en-news-615e113125716e6d50130c2f3ebdf37df2c88d9c.pdf" target="_blank">announced</a> a revision of forecast results for the fiscal period to September 2018 and to March 2019, <a href="http://www.j-re.co.jp/file/en-news-0ec717cc3ad1dcc1e456db447860aad711c4d383.pdf" target="_blank">announced</a> the acquisition of Trust Beneficiary Rights of two properties in Shinjuku (13.4% of one property, 27.25% of another) for a total of about ¥50.5bn, and <a href="http://www.j-re.co.jp/file/en-news-183023493a2c0998f1fedd48e73b2a7cb534d4df.pdf" target="_blank">announced</a> another debt financing (this time for ¥16bn, in addition to four separate rolls of sub one-year debt totalling ¥12.2bn in the past week). Regular REIT investors recognize these…

Japan Real Estate Investment (8952 JP) yesterday announced a revision of forecast results for the fiscal period to September 2018 and to March 2019, announced the acquisition of Trust Beneficiary Rights of two properties in Shinjuku (13.4% of one property, 27.25% of another) for a total of about ¥50.5bn, and announced another debt financing (this time for ¥16bn, in addition to four separate rolls of sub one-year debt totalling ¥12.2bn in the past week). Regular REIT investors recognize these…

Japan

Japan Real Estate Investment Corporation is a real estate investment trust (REIT) which invests in real estate and securitized real estate products. The Company directly invests in office properties with a focus on 3 wards(Chiyoda, Chuo, and Minato) in Tokyo.

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Japan Real Estate Investment (8952 JP)

Starwood Targets Japan's First Hostile REIT Full TOB for Invesco Office J-REIT

Starwood announced it intends to conduct Japan's first TOB Tender Offer designed to delist a J-REIT. J-REIT voting rules/rights are different, and...

Travis Lundy

NBF (8951 JP) REIT Offering: Pricing Announced. Wide Discount to Undisturbed.

The Nippon Building Fund (8951) REIT placement - the largest J-REIT placement this year - has priced. Based on historical patterns and value, it is...

Janaghan Jeyakumar, CFA

Nippon Building Fund (8951 JP) REIT Offering: Take It

NBF's ¥140bn Offering is the largest J-REIT Offering in 2020. Historically, NBF Follow-On Offerings outperform TSEREIT and perform on an absolute...

Janaghan Jeyakumar, CFA

Japan Real Estate Investment Corp Placement - Accretive Acquisition and Past Deals Have Done Well

Japan Real Estate Investment Corp (8952 JP) (JREIC) is raising US$366m through the issuance of primary shares to acquire interests in two...

Zhen Zhou, Toh

Japan Real Estate (8952 JP) Offering

Japan Real Estate Investment (8952 JP) yesterday announced a revision of forecast results for the fiscal period to September 2018 and to March...

Travis Lundy

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