|Shares Out. (in M):||307||P/E||13.6x||10.9x|
|Market Cap (in $M):||4,200||P/FCF||13.6x||10.9x|
|Net Debt (in $M):||748||EBIT||0||0|
Northstar Realty Finance Corp (ticker “NRF”) is a well-diversified commercial real estate investment company and asset management business which operates as a REIT. NRF has a $4.2b market cap and $5.8b of assets. The company recently announced a spin-off transaction which will create a) a pure play-asset management company called Northstar Asset Management (“NAM”) and b) a legacy company which will house the more REIT-like balance sheet intensive assets which are a combination of real estate equity assets, CRE loans, and investments in private equity limited partnerships. The transaction and a subsequent capital raise has been well received by the market (the stock has risen substantially since the deal was announced on December 10th) but at the $13.70 current stock price an investor is creating both of the two new entities very cheaply here. NAM is now a high growth, high margin, high return, stable cash flow business with conservatively 48c of EPS power in 2015 (with substantial growth levers on top of that) that conservatively will be worth 20x (there is not a peer company that trades sub 20x) or a value of $9.60. Ex-NAM at $9.60, at the current stock price you are creating the legacy NRF REIT assets at only $4.10 which represents a) 0.55x book value versus peers at 1.2x book value and b) assuming a NRF 2014 dividend of approximately $0.79, the assets are trading at a high-teens dividend yield versus peers at a 6-7% yield. Applying more peer-like valuation levels for the legacy business and $9.60 for NAM yields a stock price in the low $20’s which plus the dividend yields a total return of nearly 57% from here over the next year. In addition, depending on the pace of capital raising at NAM and the pace of capital deployment at NRF, there is potentially substantial upside to the company’s earnings power in addition to multiple expansion over and above what’s been outlined. The management seems to agree that the stock is cheap…a director just recently bought stock in the open market (he bought the stock up 25% in the days following the deal announcement) and the management team owns approximately 5% of the equity.
Northstar Asset Management (“NAM”)
NAM is the most exciting part of the two new entities because of the embedded growth in the existing assets, optionality on future growth drivers, and optionality on the market assigning a very high multiple on this business.
NAM’s primary assets are the following:
The benefits of spinning out NAM are somewhat obvious. As a consolidated company, NRF was trading at only ~8x its “soft” guidance for 2014 Cash Available for distribution (“CAD”). This was below a peer set of legacy CRE REITS, new CRE REITS, equity REITS, traditional asset managers, and MLP GPs. In essence, NRF was getting no credit for NAM. So clearly there is a financial arbitrage here that that management is trying to close via this transaction.
As a separate entity, NAM will benefit from its highly valuable 20 year management contract and its ability to use new NAM currency to buy third party asset management businesses (NRF recently announced a deal to buy a 30% interest in RXR a NYC Class A property manager/investor). In addition, further capital raises at NRF will no longer dilute NAM shareholders, while allowing NAM to participate in the growth of NRF going forward.
The NAM contract economics are the following :
The NAM contract to manage the NRF assets will drive approximately half of NAM’s revenues going forward.
The second half of NAM is a high-growth non-traded REIT asset management business. This business will generate stable and recurring income based on assets under management at an approximate 3% management fee. NRF has three REITS currently, two of which are now in the market raising capital:
a) Northstar Real Estate Income Trust (“Northstar Income I”) focuses on CRE debt investments. This vehicle completed its capital raising at $1.1b on July 1, including $528m raised in 2013.
b) Northstar Healthcare Income (“Northstar Healthcare”) makes debt and equity investments in healthcare real estate. NRF began raising funds for this vehicle during 1Q13. This offering is for $1.1b and is currently expected to close in August 2014.
c) Northstar Real Estate Income II (“Northstar Income II”) focuses on CRE debt investments. NRF has only recently begun to raise funds for this vehicle. Due to strong demand, this offering has been upsized from Northstar Income 1 and is targeting $1.65b and is currently expected to close by Q2 2015.
At a bare minimum assuming completion of these existing products NRF should exit q215 with $3.85b of non-traded REIT AUM. In reality NRF will grow faster that because the company is in the early stages of introducing new products to complement these existing offerings. For example, NRF recently completed a $340 investment in a Class A NYC real estate investment company (“RXR”) where NRF received a 30% ownership stake. Leveraging its own broker dealer for distribution (50 professionals housed at NAM) and the expertise and track record of its new partner, NAM will likely launch a “several billion dollar REIT focused on the NYC Class A market in early 2014”. In addition, management has discussed introducing a BDC type product (which could perhaps be $1b itself). Management believes its broker dealer has capacity to sell as much as four products at one time and “hopes to do that in 2014”. As such while I’ve only assumed $2.5b of capital raised from q313 to q415, in reality NRF could potentially do an incremental $3-4b on top of that. Every $1b of incremental REIT AUM raised at a 3% fee rate is $30m in fees or 8c in CAD (100% incremental margin, 20% tax rate), which at a 20x multiple is ~$1.50 to the stock.
The non-traded REIT market where NRF is an emerging leader is a high growth niche asset class. Over the last several years the industry has grown significantly and now represents approximately 10% of the REIT market or $83b in assets versus $767b of assets in the publicly traded REIT market. Growth is primarily driven by high net worth investors seeking a stable yield without the mark to market risk associated with public REIT investing. Although nascent, growth is continuing to accelerate with nearly $20b of capital raised in the space in 2013 versus only $10b raised in 2013. NRF is participating in this growth as its new Healthcare Fund is now on pace to grow faster than NRF’s first fund. Distribution-wise, NRF has a captive broker dealer with 51 professionals to market the product and utilizes over 60,000 financial advisors sell the product directly to retail. There has been some regulatory scrutiny of the industry, primarily over broker fees charged to investors. If anything, as a scale player more regular scrutiny in this area may help not hurt NRF versus smaller competitors.
In aggregate, NAM is a high growth, high quality business that requires no incremental capital and only minimal G&A expense. There is no book value associated with the non-traded REIT business or with NAM as a whole. By virtue of NRF’s capital raise immediately following the spin-off announcement (note the CAD numbers in the Company’s spin off presentation do not give credit for the capital raise and the immediate deployment of 100% of that capital into the RXR deal ($340m) and a manufactured housing deal ($345m)), NAM is already at or near the “high splits” of its incentive fee arrangement (i.e. requiring NRF to generate in excess of $0.90 in CAD) which means that there is increasing “torque” in its fee arrangement as NRF continues to grow and/or raise capital in the future.
Here are my financial projections for NAM:
|NAM summary model and assumptions||2012||2013E||2014E||2015E||2016E||Note|
|Management fees ($MM) on NRF assets|
|Base fee on legacy equity||NA||NA||90.0||90.0||90.0|
|Begin new equity capital raised at NRF post Dec 10, 2013||-||670||1,470||2,270|
|Capital raised post Dec 10, 2013 spin announcement||670||800||800||800||<<A|
|Ending new capital||NA||670||1,470||2,270||3,070|
|Base fee rate on post-12/10 capital||1.50%||1.50%||1.50%||<<B|
|Management fees on post Dec 10/2013 NRF equity||16||28||40|
|Total management fees on NRF Assets||106||118||130|
|Non traded REIT AUM|
|Organic AUM growth rate %||278%||121%||90%||51%||39%|
|Base fee rate||3.0%||3.0%||3.0%|
|Total Management fees on Non traded REIT AUM||58||95||137|
|Total Management Fees NAM||164||213||267|
|Revenue growth rate %||30.2%||25.3%|
|Net Commsion fees on Non Traded REIT AUM Raised||12||13||15|
|Net Commsion fee rate||1.0%||1.0%||1.0%|
|Tier 1 Incentive fees||9||8||9|
|Assumption on NRF CAD||$0.93||$1.00||$1.10||<<E|
|Incentive fee rate when CAD exceeds $0.78/NRF share||15.0%||15.0%||15.0%|
|Tier 2 Incentive Fees||3||11||25|
|Assumption on NRF CAD||$0.93||$1.00||$1.10|
|Incentive fee rate when CAD exceeds $0.90/NRF share||25.0%||25.0%||25.0%|
|Total incentive fees||11||19||34|
|TOTAL NAM REVENUE||187||246||317|
|Revenue growth rate %||31.1%||29.0%|
|Pre tax Income||127||183||251|
|EPS growth rate %||43.4%||37.3%|
|A) 2013 Capital raise was announced day after spin; 2014-2016 targets are conservative given NRF|
|raised $1.3b in 2013 and has a roboust pipeline.|
|B) Per deal conference call|
|C) Raised $530m through Q3 2013|
|D) Could potentailly exit 2015 with $5-6b in AUM|
|E) 2014 "guidance" was for $0.80 pre large December capital raise...run rate should be ~$0.90c|
|F) Per deal conference call…assume nominal growth in out years|
As you can see, NAM should exhibit some pretty impressive financial results. Revenue growth averages ~ 30% for the next few years, margins are north of 60%, EPS growth is in the high 30% range. I am currently modelling $0.48c in 2015 CAD. I would reiterate that these projections are likely conservative given the 48c assumes:
a) Only $800m raised at legacy NRF per year, despite $1.3b raised in 2013 and a robust investment pipeline per management. Note NRF already deployed $670m in proceeds from its December capital raise.
b) Only $3.8b of total non-traded REIT capital raised which is the existing products in the market and does not include the potential for a Class A deal, a BDC, or other new products.
c) No enhancement in the tax rate down from 20% (management noted they will investigate tax planning strategies as other similar companies utilize offshore and partnership structures to get their tax rates into the mid-single digits).
d) No acquisitions and no capital management (NAM already completed the RXR deal which I am not including).
Every $1b of incremental NRF capital raised in excess of the above would generate ~ $15m in management fees and $8m in incentive fees, or $23m in total revenues or $.06c in CAD. Every incremental $1b in non-traded REIT AUM would generate $30m in management fees or $0.08c in CAD. So if you were to assume NRF raised an incremental $1b in CAD over the next two years vs my assumptions (putting them at the run-rate of capital raising in 2013) and an incremental $3b in non-traded REIT AUM versus my assumptions, you would be generating $0.32c of incremental CAD or $0.80c of total NAM CAD which would imply $16 of total value for NAM alone at a 20x multiple.
|Implied NAM Stock price|
I acknowledge there is some value destruction in this transaction from tax leakage at NAM versus REIT status (NAM will be a C Corp and pay 20% taxes versus 0% when housed within the REIT...this amounts to about 7c of CAD ) and NRF legacy will have incremental public company costs of ~2.5c of CAD. In addition, legacy NRF will no longer be internally managed or said another way NAM will be directing the acquisition of assets with someone else’s (NRF legacy’s shareholders) money and NAM could direct the purchase of substandard assets in an attempt to increase its own fees. My view is that this potential conflict of interest is somewhat mitigated here by the fact that at least initially existing stockholders and management will own shares of both companies. Ultimately of course, NAM’s management team knows that NAM will not be successful without the success of legacy NRF. As it relates to the loss of 10c of CAD in the transaction, my view is that seems well worth the multiple expansion we should see from sub 10x for NRF to > 20x for NAM.
NRF legacy company (“NRF”)
The legacy assets are in my view mischaracterized and also undervalued. While NRF trades like a CRE REIT, most of its assets should trade like an equity REIT and some of its assets would command very low cap rates. The Company’s legacy REIT assets are composed of a) real estate equity ownership, b) CRE loan origination and structuring, c) opportunistic commercial real estate equity investments, d) legacy assets (mostly CDOs).
On the equity side NRF owns a diverse portfolio of $2.6b in assets. In 2013 NRF purchased $1.3b of real estate equity assets deploying $331m of equity at a targeted yield of 14%. The crown jewel of these assets is the manufactured housing portfolio. This $1.2b portfolio includes 23,000 pad rental sites in Florida, Utah, Colorado, Kansas, New York and Wyoming. These properties have an 86% occupancy rate. This asset class is marked by low capex and high margins. NRF acquired this portfolio at a 6.9% cap rate financed with fixed rate ten year non course mortgages at ~4%. With some manufactured housing REITS trading at < 4% dividend yields, it’s highly likely that NRF is in the money on this investment. The company’s second largest portfolio is its $638m portfolio of healthcare triple net leases. This portfolio was acquired at a 9.1% cap rate, has a WA lease coverage of 1.12x, with a near 100% occupancy rate and 6.5 year average remaining lease term. The Company’s commercial triple net lease portfolio has $401m of assets, with a 94% occupancy rate and 5 year average lease term. The assets are 77% office, 16% retail, 7% industrial, and the portfolio was acquired at a 7.8% cap rate. Lastly, NRF owns a multi-family portfolio with over 4,500 units, purchased at a cap rate of 6.6% and financed with 10 year non-recourse mortgages at ~4%. These properties are 95% leased.
In the CRE loan business, NRF originates, structures, acquires and manages commercial debt investments. The company is active across the capital stack and investments include first mortgage loans, subordinate mortgage interests, mezzanine loans, credit tenant loans, and other loans. In the most recent quarter, 83% of NRF loans were to repeat borrowers. With $1.7b of commercial mortgages maturing over the next 5 years, NRF has an embedded tailwind in this segment. Non-bank finance companies such as NRF will gain market share this cycle as Basel III is introducing higher capital charges on CRE loans as well as on junior or lower rated securities. NRF’s credit quality is excellent with no NPLs in its portfolio.
NRF’s opportunistic real estate investments consist primarily of structured transactions where they purchase illiquid private equity LP interests in real estate investments. Here NRF leverages its domain expertise to fill a void for LPs that need liquidity, but need to sell to an independent partner (not a competing private equity fund or hedge fund). To date NRF has deployed $528m in equity capital in two transactions. The economics are highly attractive whereby NRF purchased the assets at ~ 70% of the sellers cost. In the first deal, NRF receives 85% of all cash distributions (income and return of capital) until it receives a 1.5x multiple on its investment. In addition to the structurally senior waterfall nature of its cash flows, NRF is participating in the NAV growth of the underlying assets which are already up an annualized 10% since the deal was consummated. Combining the discount purchase and waterfall of cashflows, a 10-15% fund level IRR would lead to a 18-27% NRF IRR or a 2-2.4x multiple of NRF’s investment. None of these fund level assumptions seem heroic as there are assets from the 2000-2003 and 2010-2013 vintages (i.e. not only from the boom years of 2005-2007). NRF is targeting near 20% ROEs on this LP interests portfolio. These type of returns (and future deployments of capital into these deals) will help offset the runoff of legacy CDO investments (currently only 10% of NRFs CAD). NRF mentioned in its Q3 call they are various stages of evaluating some $600m of new real estate PE limited partner interests deals...at a 20% ROE that would more than 10c to 2014 CAD.
From a high level, NRF stands in contrast to other to other Commercial Mortgage REITs in the space. NRF doesn’t rely on repo financing. NRF’s assets are match funded and generally termed out. NRF’s balance sheet is not highly levered (only 0.5x recourse leverage). NRF targets its investments at an average ROE of ~ 17% (19% for its opportunistic portfolio, 14% for its equity portfolio, and 14% for its CRE loans). In terms of stock price performance, the Company has massively outperformed its Commercial Mortgage REIT peers which I define as Arbor Realty Trust (ABR), Apollo Commercial Real Estate (ARI), Colony (CLNY), Newcastle (NCT), Rait (RAS), Istar Financial (STAR), and Starwood (STWD). In the past two years NRF has grown its dividend from 10c to 21c, which represents a 39% CAGR vs the CRE group at only 8.6%. Despite all this, NRF was only trading at an 8.5% yield versus peers at 7.5% pre deal. This discount is even more exaggerated when you consider that NRF conservatively paid only 75% of its CAD as a dividend versus other CRE Mortgage REIT at 90-100%. As such (given the lower payout ratio) it was trading at an even bigger discount to peers on a CAD basis. I would anticipate NRF will raise its payout to 85-90% post transaction in an effort to further close its valuation gap to peers.
Based on the 2014 CAD guidance of $0.80c, plus the accretion from the deployment of capital from the new capital raise (see table at bottom), NRF should enter 2014 at a CAD run rate of ~$0.90c. Assuming another $800m of capital deployed at an ROE% of 14% over the course of 2014 would result in an exiting CAD rate of $0.96 or call it $0.93c of CAD in 2014 (assumes new capital gets deployed over the course of the year). At an 85% payout ratio that would imply a 2014 NRF dividend of $0.79c.
NRF has indicated that 52% of its CAD is from real estate and real estate private equity investments, 38% from new loan originations and 10% from CDO equity distributions. I use STWD, CLNY, ARI and BX as peers for the new loan origination assets which trade ~ a 7% dividend yield. Legacy CRE finance REITS such as ABR, NCT and RAS trade and others trade between 7-10% yields. For NRF’s legacy CDO equity cash flows I use the high end of this range of 10%. Equity REITs trade at 4-5% yields (some manufactured housing names in fact trade at 3%). For NRF’s assets I use a wider 6% yield to account for the private equity real estate investments which are highly structured, illiquid, and potentially somewhat finite, albeit having the highest ROEs in NRF’s portfolio (nearing 20%). All in, this would value NRF at $11-$12 at a 6.8% dividend yield. See below:
|% of||Current||Div yield %|
|Dividend yield analysis||projected||div yield%||Assumed|
|Source of NRF CAD stream||2014 CAD||Peer Group||of peers||for NRF||Peers|
|Real estate equity and PE investments||52%||Equity REITS||4-5%||6.00%|
|New loan originations||38%||New CRE Finance REITS||6-8%||7.00%||<< STWD, CLNY, ARI, BX|
|CDO equity distributions||10%||Legacy CRE Finance REITS||7-10%||10.00%||<< ABR, NCT, RAS|
|NRF Implied Yield based on peer wtd avg->||6.8%|
|NRF 2014 CAD||$0.93|
|Dividend payour ratio||85%|
|NRF 2014 dividend||$0.79|
|Implied NRF price at yield||$11.66|
NRF’s adjusted book value post deal is $7.37, so $0.93 of 2014 CAD implies a 12.6% ROE. At 1.2-1.3x of book, NRF would trade at $9.70. Most CRE REIT Peers trade ~ 1.2x on average.
Note I think there is upside potential to NRFs CAD as they have discussed other Real estate PE deals (600m) which at a 20% ROE could add more than 10c to 2014 CAD.
|December 12th Deal accretion ($MM)|
|Pre-deal 2014 CAD/share per company||$0.80|
|Pre-deal shares out standing||249|
|Pre deal book value/share||$6.45|
|Pre deal book value||1,606|
|Capital raised (post deal fees)||653|
|Incremental Gross $$ CAD||91|
|Mgmt fees to NAM||1.5%||10|
|Tier 1 Incentive fees to NAM||15.0%||5|
|Tier 2 Incentive fees to NAM||25.0%||0|
|Less fees to NAM||15|
|Net CAD to NRF Oldco||76|
|Pro Forma NRF CAD||275|
|Pro Forma shares||307|
|Pro Forma NRF CAD/Share||$0.90|
|Accretion to NRF CAD||12%|
|Assumed dividend flow through||85.0%|
|Incremental NRF value/share @ 6.8% yield||$1.13|
|Book value post raise||$2,259|
|Book value/share post raise||$7.37|
|Accretion to book value per share||14.3%|
|A) ROE Was 18% in 2013, assume 14% for conservatism going forward|
|Implied NRF Stock price based on dividend yield @ 85% of CAD|
|Target div||NRF Div/Share|
|Implied NRF Stock price based on P/Bx|
|Target||NRF Book Value/Share|
In aggregate, NRF legacy co is worth $11 at low 7% yield. NAM is worth $9.60+…(potential for $20). At the current price I am creating either of these pieces way too cheaply, and I believe that discount will close as we enter into spinoff and 2014.
Completion of spinoff expected in Q2
Execution of capital raising in non-traded REIT platform
Continued deployment of capital at legacy NRF
A continued rise in the yield of the ten year treasury will pressure REIT valuations
Tightening cap rates lead to lower ROEs on Deployed capital at NRF
Regulatory intervention on the non-traded REIT business
Completion of spinoff expected in Q2
Execution of capital raising in non-traded REIT platform
Continued deployment of capital at legacy NRF