Alpha-Centric ESG Research

Kyle Rudden

Announcements keep on coming from <a href="https://www.smartkarma.com/entities/singapore-exchange-ltd" target="_blank" data-smartkarma-citation="entities:1047:1" rel="noopener">Singapore Exchange (SGX SP)</a> and its SGX FIRST sustainable investing platform. Weeks after launching Climate Impact X – SGX's carbon exchange joint venture with DBS, Standard Chartered, and Temasek – the exchange announced (on 14 June) the launch of the <a href="https://www.smartkarma.com/entities/sgx-nikkei-esg-reit-index-futures" target="_blank" data-smartkarma-citation="entities:33480:1" rel="noopener">SGX Nikkei ESG-REIT Index Futures (JRTA INDEX)</a> contract.For SGX, the launch further solidifies its position as Asia's leading financial exchange for all things sustainable investing and finance (and of course, REITs). For investors, the ESG-REIT Index futures contract expands the menu of products for REIT-related ESG investing. That is far more significant than it sounds; Real Estate is a sleeping ESG giant of sorts, and investment products are lacking.Therein lies the second of two goals for this Insight. The first is, rather obviously, to delve into the SGX Nikkei ESG-REIT product – the underlying index and futures contract. The second is to take it as an opportunity to broach an important, but often underrated, topic – the relationships between ESG and the Real Estate sector, including REITs. Much of it positive, or at least potentially so.Think about it. One billion buildings in the world already, and expected to double by 2060.

Announcements keep on coming from Singapore Exchange (SGX SP) and its SGX FIRST sustainable investing platform. Weeks after launching Climate Impact X – SGX's carbon exchange joint venture with DBS, Standard Chartered, and Temasek – the exchange announced (on 14 June) the launch of the SGX Nikkei ESG-REIT Index Futures (JRTA INDEX) contract.For SGX, the launch further solidifies its position as Asia's leading financial exchange for all things sustainable investing and finance (and of course, REITs). For investors, the ESG-REIT Index futures contract expands the menu of products for REIT-related ESG investing. That is far more significant than it sounds; Real Estate is a sleeping ESG giant of sorts, and investment products are lacking.Therein lies the second of two goals for this Insight. The first is, rather obviously, to delve into the SGX Nikkei ESG-REIT product – the underlying index and futures contract. The second is to take it as an opportunity to broach an important, but often underrated, topic – the relationships between ESG and the Real Estate sector, including REITs. Much of it positive, or at least potentially so.Think about it. One billion buildings in the world already, and expected to double by 2060.

SGX Nikkei ESG-REIT Index Futures Launch Is an Ideal Backdrop for an Important Topic: ESG and REITs

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Now we are getting more interesting. Yesterday 10 May, Starwood Capital Group and its bidding entity 101 LPS raised its bid from ¥20,000/unit to ¥21,750/unit - an 8.75% bump - and lowered the minimum threshold for tender success from 5,344,355 units to 4,341,133 units or from two-thirds plus one share to about 55.27%.I suggested on the 6th in <a href="https://www.smartkarma.com/insights/invesco-office-opposes-starwood-hostile-offer-and-gets-a-distinctly-beige-knight" target="_blank" data-smartkarma-citation="insights:51162" rel="noopener">Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight</a> that it was in Starwood's interest to respond to Invesco's new tactic of having the parent buy shares and do so early on. First was to ensure Invesco had to newly decide to pay more, and second was to make it clear they were paying up. There was an added aspect of them being able to not extend the end of the Tender Offer if they revised by the 10th, which they did.This changes things for investors. More discussion below the fold.<hr>The insights in this series are:<table class="table table-striped"><tbody>
<tr><td colspan="2" style="width: 76.5714px;"><h2>The Starwood - Invesco Office REIT Tussle</h2></td></tr>
<tr>
<td style="width: 76.5714px;">Date</td>
<td style="width: 627.429px;">Title</td>
</tr>
<tr>
<td style="width: 76.5714px;">5 Apr 2021</td>
<td style="width: 627.429px;"><a href="https://www.smartkarma.com/insights/starwood-targets-japan-s-first-hostile-reit-full-tob-for-invesco-office-j-reit" target="_blank" data-smartkarma-citation="insights:49976" rel="noopener">Starwood Targets Japan's First Hostile REIT Full TOB for Invesco Office J-REIT</a></td>
</tr>
<tr>
<td style="width: 76.5714px;">8 Apr 2021</td>
<td style="width: 627.429px;"><a href="https://www.smartkarma.com/insights/starwood-hostile-reit-tender-launched" target="_blank" data-smartkarma-citation="insights:50112" rel="noopener">Starwood Hostile REIT Tender Launched</a> </td>
</tr>
<tr>
<td style="width: 76.5714px;">15 Apr 2021</td>
<td style="width: 627.429px;"><a href="https://www.smartkarma.com/insights/invesco-office-j-reit-responds-to-starwood-s-hostile-offer" target="_blank" data-smartkarma-citation="insights:50381" rel="noopener">Invesco Office J-REIT Responds to Starwood's Hostile Offer</a> </td>
</tr>
<tr>
<td style="width: 76.5714px;">23 Apr 2021</td>
<td style="width: 627.429px;"><a href="https://www.smartkarma.com/insights/starwood-rejection-of-extension-means-full-hostile-tender" target="_blank" data-smartkarma-citation="insights:50641" rel="noopener">Starwood Rejection of Extension Means Full Hostile Tender</a> </td>
</tr>
<tr>
<td style="width: 76.5714px;">6 May 2021</td>
<td style="width: 627.429px;"><a href="https://www.smartkarma.com/insights/invesco-office-opposes-starwood-hostile-offer-and-gets-a-distinctly-beige-knight" target="_blank" data-smartkarma-citation="insights:51162" rel="noopener">Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight</a> </td>
</tr>
</tbody></table>

Now we are getting more interesting. Yesterday 10 May, Starwood Capital Group and its bidding entity 101 LPS raised its bid from ¥20,000/unit to ¥21,750/unit - an 8.75% bump - and lowered the minimum threshold for tender success from 5,344,355 units to 4,341,133 units or from two-thirds plus one share to about 55.27%.I suggested on the 6th in Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight that it was in Starwood's interest to respond to Invesco's new tactic of having the parent buy shares and do so early on. First was to ensure Invesco had to newly decide to pay more, and second was to make it clear they were paying up. There was an added aspect of them being able to not extend the end of the Tender Offer if they revised by the 10th, which they did.This changes things for investors. More discussion below the fold.The insights in this series are:
The Starwood - Invesco Office REIT Tussle

Date
Title


5 Apr 2021
Starwood Targets Japan's First Hostile REIT Full TOB for Invesco Office J-REIT


8 Apr 2021
Starwood Hostile REIT Tender Launched 


15 Apr 2021
Invesco Office J-REIT Responds to Starwood's Hostile Offer 


23 Apr 2021
Starwood Rejection of Extension Means Full Hostile Tender 


6 May 2021
Invesco Office OPPOSES Starwood Hostile Offer and Gets a Distinctly Beige Knight 



Starwood Bumps Terms, Lowers Threshold on Invesco Office

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

Equity Analyst, Event-driven, Quiddity Advisors

Janaghan Jeyakumar, CFA

Equity Analyst, Event-driven

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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<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/165/065/original/Price%20Performance.png?1602594897" class="editor-image img-responsive" data-smartkarma-image-id="165065"></figure>
<div class="content-caption">Source: Quiddity, Capital IQ (Data)</div>
</section>
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

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)

SGX Nikkei ESG-REIT Index Futures Launch Is an Ideal Backdrop for an Important Topic: ESG and REITs

Singapore Exchange just launched the SGX Nikkei ESG-REIT Index futures contract. A multi-win for SGX, but it also serves as a reminder of how...

Kyle Rudden

Starwood Bumps Terms, Lowers Threshold on Invesco Office

Starwood has raised their Tender Price. This is now +19.9% vs Peer-Adjusted Undisturbed, and substantially closes the gap vs "IOJ Asset Market...

Travis Lundy

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

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