Category: Investing

The future of non-traded REITs

“All under heaven is in utter chaos.  The situation is excellent.”

Mao Zedong (1)

Non-traded REITs, in most incarnations, have been reprehensible financial products sold by the unscrupulous to the naive. Nevertheless, they persisted. The 7% commission was just irresistible to brokers while it lasted.

Now the mess of legacy products is left for vulture investors to cleanup. Technologically advanced secondary markets will make the process a little smoother than last time. While the traditional group of Sponsors and brokers struggle to raise capital, institutional players such as Blackstone and Oaktree are launching new non-traded REITs, and finding no shortage of demand. The next generation of non-traded REITs are a major improvement over the previous generation,although the bar isn’t exactly that high.

New entrants distributing newly improved product to new distribution channels will define the future of non-traded REITs. Several large “brand name” asset managers have recently launched non-traded REITs.  They are selling via wirehouses, which have generally avoided non-traded REITs for over 20 years.  They’re also selling via registered investment advisers, who, as fiduciaries, previously avoided non-traded REITs. Furthermore several well known real estate firms are launching non-traded REITs or other products and selling directly to investors online, a phenomenon completely unheard of a decade ago.

Legacy non-traded REITs and secondary market

There is a massive overhang of legacy product that is preventing sales of new non-traded REITs via the independent broker dealer(IBD) channel. Post financial crisis, non-traded REIT Sponsors tried to take non-traded REITs full cycle(either via merger or IPO) after 2-4 years. This allowed financial advisers to collect the 7% commissions over and over again. Constant recycling became a critical source of income for IBDs, and an absolute bonanza for Sponsors However, after the AR Global scandal, fiduciary standard, and FINRA 15-02, the pace of new product slowed down suddenly.

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FOMO is a hell of a drug

The most dangerous feeling in finance  is “fear of missing out”(FOMO). FOMO causes people to make hasty emotional decisions, generally near to the top of a speculative mania.  FOMO is the force behind ponzi schemes, stock promotions, and simple legit bubbles.  The Stanford Business School has even looked into this 

Fear of Missing Out

The danger of FOMO impacts people regardless of  socieoeconomic status or education. It even impacted Isaac Newton:

FOMO is a hell of a drug

Source: the Vantage, (which has some excellent personal finance tips on avoiding the dangers of FOMO)

Last week things got a bit volatile. Markets corrected all the way to… (wait for it) the price level of a couple months ago. This was the result of a sudden sharp reversal of record retail inflows. Although it wasn’t really an abnormal reversal, the media made it sounded like the beginning of another financial crisis.

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Warren Buffett, Aesop's Fables, Dot-Com Bubble

Warren Buffett, Aesop’s Fables, and the Dot-Com Bubble

I recently went back and re-read the Berkshire Hathaway letters from during the dot-com bubble. Buffett and Charlie Munger mostly sat out the mania, then used Aesop’s Fables to explain it all when it was done. Investors can learn  from their ability to maintain equanimity amidst the madness of crowds.  However its also important to note that they made errors of omission as technology altered industries.  Investors do themselves a disservice if they automatically reject tech investments, just because those are not areas that Berkshire Hathaway invested.   Buffett’s letters to investors are a pretty good vantage point from which to understand repeating historical patterns.



1997: Maintain discipline in the mania

As the dotcom bubble started gathering momentum, Warren Buffett reaffirmed commitment to discipline:

Though we are delighted with what we own, we are not pleased with our prospects for committing incoming funds. Prices are high for both businesses and stocks. That does not mean that the prices of either will fall — we have absolutely no view on that matter — but it does mean that we get relatively little in prospective earnings when we commit fresh money.

Under these circumstances, we try to exert a Ted Williams kind of discipline. In his book The Science of Hitting, Ted explains that he carved the strike zone into 77 cells, each the size of a baseball. Swinging only at balls in his “best” cell, he knew, would allow him to bat .400; reaching for balls in his “worst” spot, the low outside corner of the strike zone, would reduce him to .230. In other words, waiting for the fat pitch would mean a trip to the Hall of Fame; swinging indiscriminately would mean a ticket to the minors.

If they are in the strike zone at all, the business “pitches” we now see are just catching the lower outside corner. If we swing, we will be locked into low returns. But if we let all of today’s balls go by, there can be no assurance that the next ones we see will be more to our liking. Perhaps the attractive prices of the past were the aberrations, not the full prices of today. Unlike Ted, we can’t be called out if we resist three pitches that are barely in the strike zone; nevertheless, just standing there, day after day, with my bat on my shoulder is not my idea of fun.

Although way too early, he started lamenting high prices:

In the summer of 1979, when equities looked cheap to me, I wrote a Forbes article entitled “You pay a very high price in the stock market for a cheery consensus.” At that time skepticism and disappointment prevailed, and my point was that investors should be glad of the fact, since pessimism drives down prices to truly attractive levels. Now, however, we have a very cheery consensus. That does not necessarily mean this is the wrong time to buy stocks: Corporate America is now earning far more money than it was just a few years ago, and in the presence of lower interest rates, every dollar of earnings becomes more valuable. Today’s price levels, though, have materially eroded the “margin of safety” that Ben Graham identified as the cornerstone of intelligent investing.

Notable Actions in 1997:

Net sales of 5% of the stock portfolio

increasing emphasis on “unconventional commitments”, including oil derivatives, and direct investments in silver.

1998: Trimming positions too early

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Is credit really the smart money?

Conventional wisdom holds that credit markets are “smart institutional money” that sees problems faster than  equity markets that  are full of less sophisticated retail investors.  I question whether that is still empirically true.  Retail investors now own large portions of the credit market, including high yield. Credit markets appear to be distorted by a combination of indexation and a reach for yield.   Its possible that bonds trading at par can be a false comfort signal for an equity investor looking at a highly leveraged company, because in many recent cases equity markets have been faster to react to bad news.

Retail ownership of credit markets.

However you slice and dice the data, there is clearly a lot more retail money in credit than there was a decade ago.  The media  mostly reports on noisy weekly or monthly flows, even though there has been a clear long term change.

Bond funds in general have experienced dramatic inflows over the past decade:

bond mutual funds.png

Source: ICI Fact Book 2017


The issues becomes more serious when you look just at the high yield part of the market. Boaz Weinstein of Saba Capital estimated that between ½ or ⅓ of junk bonds are owned by retail investors in the current market. The WSJ cited Lipper data that says mutual fund ownership of high yield bonds/loans is $97 billion today vs $18 billion a decade ago. ICI slices the data differently, and comes up with a much nosier data set for just floating rate unds, indicating large outflows in 2014 and 2015.  However it shows net assets in high yield bond funds up 3x compared to 2007, and the total number of funds up over 2x during that time.

High Yield inflows.png

Source: ICI Fact Book 2017

Its not just mutual funds either- there are now more closed end type fund structures that market towards retail investors.  BDCs experienced a fundraising renaissance through 2014, and are now active in all parts of the high yield credit markets- from large syndicated loans to lower middle market.  Closely related, before the last financial crisis, ago there was minimal retail ownership of CLO equity tranches, but now there are a few specialist funds, and a lot of BDCs have big chunks of it as well.     Oxford Lane and Eagle Point were sort of pioneers in marketing CLO investments to retail investors but many others have followed.   Interval funds are a tiny niche, but over half the funds in registration are focused on credit.  It seems just about every asset manager is cooking up a direct lending strategy.  The illiquid parts of the credit market are harder to quantify, but there has been a clear uptick in retail investor exposure since before the financial crisis.  The marginal buyer impacting pricing is increasingly likely to be a retail investor rather than an institution.  

Retail investors to exhibit more extreme herding behavior.  According to Ellington Management Group:

This feedback loop between asset returns and asset flows has magnified the growth of the high yield bubble.

Capital Distortions

Its pretty easy to make a loan, its much harder to get paid back.

-Jeffrey Aronson, Centerbridge Capital

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Minsky and the Junk Bond Era

King of Capital: The Remarkable Rise, Fall, and Rise Again of Steve Schwarzman and Blackstone discusses the early days of the leveraged buyouts(LBOs) and junk bonds from the vantage point of Blackstone’s founders.

In 1978, KKR did an LBO of an industrial pumps make (Houdaille Industries). There had been many small LBOS of private businesses, but no one had gone that big,  done a public company. A young investment banker named Steve Schwartzman heard about the deal and realized he had to get his hands on that prospectus. “He sensed something new was afoot — a way to make fantastic profits and a new outlet for his talents, a new calling.

“I read that prospectus, looked at the capital structure, and realized the returns that could be achieved.” he recalled years later. “I said to myself, ‘This is a gold mine.’ It was like a Rosetta stone for how to do leveraged buyouts. “

Speculative Bridge Financing

It quickly became apparent how lucrative leveraged buyouts could be.

LBOs were financed with Junk Bonds. The process of issuing junk bonds was messy and cumbersome. It took most banks an extremely long time to issue bonds. Drexel was so adept at hawking junks, that companies and other banks in a deal would go forward on an LBO based solely on Drexel’s assurance that it was “highly confident” it could issue bonds. Other banks that couldn’t do that would offer short term financing, aka bridge loans, so a buyer could close a deal quickly, and then issue bonds later to repay bridge loans This alowed DLK, Merril Lynch, and First Boston to compete with Drexel in the LBO financing space.

But what if the bonds couldn’t issued? How would the bridge loan be paid for?

… bridge lending was risky for banks because they could end up stuck with inventories of large and wobbly loans if the market changed direction or the company stumbled between the time the deal was signed up and the marketing of the bonds. The peril was magnified because bridge loans bre high, junk bond-like interest rates, which ratcheted up to punishing levels if borrowers failed to retire the loans on schedule. The ratchets were meant to prod bridge borrowers to refinance quickly with junk, and up until the fall of 1989, every bridge loan issued by a major investment bank had been paid. But the ratchets began to work against the banks when the credit markets turned that fall. The rates shot so high that the borrowers couldn’t afford them, an the banks found themselves stuck with loans that were headed towards default.

In the late 80s/early 90s. several junk bond deals fell through with disastrous consequences. The $6.8 billion United airlines buyout turned out poorly. Several stores ended up going bankrupt due to a failed junk bond deal: Federated Department stores , the parent of Bloomingdale’s, Abraham & Strauss, Filene’s and Lazarus, etc. etc. First Boston nearly failed due to its exposure to junk bond deals. Blackstone mostly sidestepped the worst problems of the era, but fought hard to get refinancing in some cases, and had a couple deals jeopardized.

The Minsky view of junk bonds and LBOs

The collapse of the bridge financing market in the junk bond era illustrates a key idea in Hyman Minsky’s Financial Instability Hypothesis: the idea of three types of leverage.

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The next level of shareholder activism

…shareholder activism can be put to good use and bad. It challenges inefficient corporations that waste valuable assets, but it can also foster destructive and destabilizing short-term strategic decisions. The key issue in an activist campaign often boils down to who will do a better job running the company—a professional management team and board with little accountability, or a financial investor looking out for his or her own interests.

Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism

Elliott Management is a prominent hedge hedge fund with a succesful 4 decade track record, perhaps most infamous for seizing a  ship from Argentina’s Navy during a debt dispute back in 2012. Elliott has become a most widely known as an activist investor in recent years.  Its impact has also been important because it has shaken up large companies previously thought immune to activists. Furthermore, Elliott has been a successful activist in Europe and Asia, where conventional wisdom once held  that activism didn’t really work.

Elliott’s tactics are extreme, and controversial, but they work. Although sometimes there are unintended consequences- Elliott has indirectly affected regime change in two different sovereign nations.  Fortune’s latest issue has an in depth profile of Elliott Management that is well worth reading.

For more on the history of corporate activism, and its impact on  the history of capitalism,  Dear Chairman is a definitive guide.

Business history teaches us that the pursuit of profit brings out an extreme and obsessive side of people. When we harness it well, we get Wal-Mart, Les Schwab Tires, Southwest Airlines, and Apple. When we don’t, we get salad oil swindles, junk bond manipulations, and Steak ’n Shake funneling its cash to its CEO’s hedge fund. The publicly owned corporation has been a remarkable engine engine for progress and economic gowth because it can place large amounts of capital in the hands of the right people with the right ideas. Without proper oversight, however, public companies can squander unimaginable amounts o money and inflict great harm on everything around them. The emergence of the shareholder as the dominant force in corporate governance has bestowed a tremendous amount of power and responsibility on investors….

Dear Chairman

Riches Among the Ruins

No Economy is too small, no political crisis is too dire, and no country is too bankrupt for a solo operator like me to find riches among the ruins.

-Robert Smith

Riches Among the Ruins: Adventures in the Dark Corners of the Global Economy is an incredibly entertaining bottom up look at frontier market crises over the last 3 decades from the perspective of a travelling distressed debt trader.  Each chapter is dedicated to Robert Smith’s experience in a particular country: El Salvador, Turkey, Russia, Nigeria, Iraq, etc, etc. Each country is unique, but Smith’s weaves several key lessons throughout his memoir.

Anyone who seeks  profits in inefficient markets could benefit from Smith’s experience.

Information vacuums are key for middleman and arbitrageurs

In the mid 1980s no one had any idea what an El Salvador bond was worth- which is to say, they had no idea what value others might attach to it. The ignorance, this information vacuum, was my bliss. The seller’s price was simply a measure of how desperately he wanted to dispose of a paper promise of the government of El Salvador, and the buyer’s measure of how eager he was to convert his local currency into a glimmer of hope and seeing dollars down the road. The spread, my profit, was the difference between the two. In a fledgling market, with no reporting mechanisms and precious little information floating around, the spread can be enormous, and there was no regulatory or legal restrictions on how much you could make on a transaction.

Though my sellers and buyers, usually the representative of foreign companies doing business in El Salvador, often knew each other , played golf together, or broke bread together at American Chamber of Commerce breakfasts, I knew it would take some time before they eventually started to compare notes. At the beginning I doubt any of them even mentioned they were trying to sell or buy El Salvador bonds because the market didn’t exist yet. But until the market matured it was a gold rush, and I developed a monopoly on that most precious of all commodities in any market: information. I found out who wanted to sell, who wanted to buy and their price, and I held that information very tight to the vest.

In some cases buyers and sellers were on different floors in the same office building, or different divisions of the same global corporation.  The biggest challenges for foreign companies doing business in the developing world was converting local currency revenues back into dollars.  One way to get money out was to buy dollar bonds at fixed exchange rate and over time collect principal and interest in dollars.

Creativity and information edge: Struggles over bondholder lists

In almost every country, Smith, goes through difficulty to get the list of people holding the bonds in which he was seeking to make a market. Arbitrageurs and brokers who had access to the list guarded it aggressively, because it gave them an edge in acquiring positions at a discount, or profiting as a middleman. This was a key bit of information, available from connections at the Central Bank or other places.

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Goodhart’s law and the fall of Nick Schorsch: The infamous mousepad

The House of Cards that Nick Schorsch built was destined to collapse for a variety of reasons. But what started the demise was  then-CFO of ARCP Brian Block just making up some numbers in a spreadsheet. This led to ARCP revealing a $23 million accounting misstatement. After that it became nearly impossible for the non-traded programs to raise new capital, and a whole slew bad behavior and examples of egregious mismanagement soon came to light(I’ve highlighted examples of their questionable corporate governance before). ARCP changed its name to Vereit, but the whole American Realty Capital complex of affiliated entities that depended on new fundraising would never recover.

ARCP’s culture was obsessively focused on achieving financial projections, especially for adjusted funds from operations(AFFO), a preferred Wall Street metric for REITs . According to Investment News:

In fact, the company gave employees computer mouse pads with 2014 AFFO guidance on them. “AFFO per share greater than $1.16,” the computer mousepad declared. “First believe it, then achieve it.”

I was able to independently verify the existence of this infamous mousepad. Here is a (deliberately obscured) photo:

Nick Schorsch designed this mousepad that specified the AFFO targt for the company.

This mousepad is a manifestation of “Goodhart’s Law” in action. Named after economist Charles Goodhart, this states that

When a measure becomes a target, it ceases to be reliable.

Goodhart’s law is very similar to “Campbell’s Law” named after social scientist Donald Campbell. Campbell’s law states:

The more any quantitative social indicator is used for social decision-making, the more subject it will be to corruption pressures and the more apt it will be to distort and corrupt the social processes it is intended to monitor.

When people are incentivized to achieve one metric above all else, there behavior will result in the number ceasing to be have its orignal meaning. Goodhart’s law was originally used to describe how monetary policy targets led to distortion. Recent examples of this phenomenon on include reclassification of crimes to reduce crime statistics, and abuse of academic citations. In Capital Returns: Investing Through the Capital Cycle , Edward Chancellor highlighted the Goodhart’s law as the reason conducting investment analysis based exclusively on the single metric of earnings per share growth. The ARCP incident certainly wasn’t the first time that Goodhart’s law led people to fudge the accounting numbers.

Goodhart’s law inevitably leads to waste of resources. One example from the Soviet Union nail factories illustrates this in a big way:

The goal of central planners was to measure performance of the factories, so factory operators were given targets around the number of nails produced. To meet and exceed the targets, factory operators produced millions of tiny, useless nails. When targets were switched to the total weight of nails produced, operators instead produced several enormous, heavy and useless nails.

Beyond just reclassifying or forging numbers, and producing useless nails, incentives distorted by the emphasis of single metrics can have even scarier effects:

During British colonial rule of India, the government began to worry about the number of venomous cobras in Delhi, and so instituted a reward for every dead snake brought to officials. Indian citizens dutifully complied and began breeding venomous snakes to kill and bring to the British. By the time the experiment was over, the snake problem was worse than when it began. The Raj government had gotten exactly what it asked for.

To avoid the trap of Goodhart’s law or Campbell’s law managers (and investment analysts) need to take think deeply about what is measured, and take multiple factors into consideration, never relying too much on any individual metric. Failing to consider Goodhart’s law can be fatal for investments.

Non-Traded REITs and Thanksgiving Turkey

Non-traded REITs are like thanksgiving turkey:

“Consider a turkey that is fed every day. Every single feeding will firm up the bird’s belief that it is the general rule of life to be fed every day by friendly members of the human race ‘looking out for its best interests,’ as a politician would say. “On the afternoon of the Wednesday before Thanksgiving, something unexpected will happen to the turkey. It will incur a revision of belief.”
-Nassim Nicholas Taleb The Black Swan: Second Edition: The Impact of the Highly Improbable: With a new section: “On Robustness and Fragility” (Incerto)


AR Global Non-Traded REITs

That chart could easily be replaced with “4 years in the life of AR Global REIT investors. ARC Hospitality(Now Hospitality Investors Trust) was offered at $25.00 a share from 2013-2015, and would never have been marked below $22.00 on a client statement until this summer. It was recently revalued at $13.20 . Likewise ARC Healthcare Trust III was offered at $25.00, and recently marked down to $17.64. Both programs were sold as conservative stable investments that wouldn’t have the volatility one experiences in the stock market.

Of course, the revision of value wasn’t really unexpected, so the thanksgiving turkey/black swan analogy isn’t really right. . ARC Hospitality was egregiously over leveraged, all the ARC REITs, egregiously mismanaged by a kleptocratic external adviser. However, for customers who based their belief exclusively on the account statement, rather than actual analysis of the portfolio, the experience has been like that of the thanksgiving turkey. Investors in other non-traded REITs have had even worse experiences. Account statement stability is an illusion. Snapping out of that illusion can be painful.

In the case of ARC Hospitality, Brookfield Asset Management has mostly taken over, and will likely drive some recovery of value. Brookfield provided some rescue equity financing on dilutive returns- the alternative would have been a potential “going concern issue”. They have convertible preferred with a strike price about 11% above the current NAV. In the case ARC Healthcare Trust III, management is doing convoluted affiliated merger with another AR Global managed REIT. Strangely when an affiliate is buying it, they believe its worth less than the value they were selling it at before. More on these shenanigans later.

Grinding It Out

In Grinding It Out: The Making of McDonald’s Ray Kroc tells the story of how he built McDonalds into a behemoth. The key themes that run through it are his persistence and obsessive attention to detail. There are also some interesting strategic insights on how he views store operators differently than the typical franchise business, and how he selected real estate locations. If the book is too long, there is also a movie, and a country music song telling the same general story. The book is unique, however, since it provies a direct view into Ray Kroc’s thought process.

On Partnership:

One of the basic decisions I made in this period affected the ehart of my franchise system and how it would develop. That was that the corporation was not going to get involved in being a supplier for its operators. My belef was that I had to help the individual operator succeed in every way I could. His success would insure my success. But I couldn’t do that and, at the same time, treat him a a customer.

There is a basic conflict in trying to treat a man as a partner on the one hand while selling him something at a profit on the other. Once you get into the supply business, you become more concerned about what you are making on sales to your franchisee than with how his sales are doing. The temptation coud become very strong to dilute the quality of what you are selling him in order to increase your profit. This would have a negative effect on your franchiesees business, and ultimately, of course, on yours. Many franchise systems came along after us and tried to be suppliers, and they got into severe business and financial difficulty. Our method enabled us to build a sophisticated system of purchasing that allows the operator to get his suplies at rock-bottom prices. As it turned out, my instinct helped us avoid some antitrust problems some other franchise operators got into.

On selecting locations for new stores:

Back in the days when we first got a company airplane, we used to spot good locations for McDonald’s stores by flying over a community and looking for schools and church steeples. After we got a general picture from the air, we’d follow up wit h a site survery. Now we use a helicopter, and its ideal. Scarceley a month goes by that I don’t get reports from whatever districts happen to be using our five copters on some new locations that we would never have discovered otherwise. We have a computer in Oak Brook tat is designed to make real estate surveys. But those printouts are of no use to me. After we find a promising location, I drive around it in a car, go to the corner saloon and into the neighborhood supermarket. I mingle with the people and observe their comings and goings. That twlls me what I need to know about how a McDonald’s store would do there.