NOT AN ANALYST

SPG offered $6 per share in cash to GGWPQ shareholders and par plus accrued interest to all unsecured note holders for a total offer of $10,000 m. This implies a 9% cap rate to value the entity, assuming NOI around 2,400 m and without accounting for the Master Planned Community Business. Every 10 bps change in cap rate (or 9.8 bps to be more accurate) equates to a $1 per share increase/decrease to GGP shareholders.

NOI=2,400

Total Secured Debt=18,000

Bank Debt=3,000

Bonds=4,000

Total Unsecured=7,000

Total Debt=25,000

Equity @ $6/share=1,885

EV=26,885

Implied cap rate=8.92%

Assuming a price of $3 per share to the Master Planned Community Business, the implied cap rate is reduced by 30 bps only. The deal failed to materialize.

Based on the press releases, GGP is pursuing a dual track process: soliciting offers for the whole company and attempting to emerge from bankruptcy as a standalone company through a large capital raise to de-lever and have the capital to payback the unsecured creditors. This may cause large dilution to shareholders, but it’s a less likely process, as the Company will look for potential bidders first. The sales process is expected to get underway in early March. The press release also indicated that they held discussion with “other interested parties” in coming to the conclusion to not preempt a full process with multiple bidders. Brookfield Asset Management (BAM) is likely Simon’s biggest competitor in a bid, though Simon still has the upper hand given their ability to drive greater synergies. Other interested parties are Westfield and Vornado.

Here is Simon’s offer made on Feb 16:

Dear Glenn and Adam:

We are prepared to acquire General Growth Properties, Inc. (“GGP”) in an all-cash transaction which will result in a favorable outcome for all of GGP’s creditors and shareholders, and a prompt conclusion to GGP’s reorganization proceedings. This letter is intended to provide you with the specifics of our proposal which are outlined below.

Consideration. Simon Property Group, L.P. (“Simon”) would provide a full cash recovery (par plus accrued interest and dividends) to GGP’s unsecured creditors, the holders of its trust preferred securities, the lenders under the GGP credit facility, and the holders of Exchangeable Senior Notes. Simon would also pay the holders of GGP common stock $6.00 per share in cash, and distribute to them all of GGP’s ownership interests in the MPC assets. We are willing to discuss consideration consisting (in whole or in part) of Simon common equity in lieu of the cash portion of the consideration to GGP’s stockholders, and perhaps certain of its unsecured creditors, for those who would prefer to participate in the upside associated with owning Simon stock.

We believe the current trading value of GGP’s common already includes a takeover premium, and given its high percentage of insider ownership and the fact that the stock trades in an over-the-counter securities market, reflects a price that cannot be realized in a stand alone reorganization. Any reorganization has a highly uncertain outcome which can be achieved only after an extended period of time, while incurring considerable additional expense, and may result in significant dilution of the current equity holders to the extent creditor claims are satisfied through the issuance of additional equity and/or GGP is recapitalized with proceeds from the issuance of new equity.

No Financing Contingency. We have, or have access to, all of the financial resources required to consummate this transaction, and the transaction would not be subject to any financing contingency or condition.

Due Diligence. The terms described above are based on publicly available information and subject to confirmatory due diligence. We and our team of advisors have thoroughly analyzed GGP, its assets and the ongoing bankruptcy proceedings, based upon publicly available information, and we are prepared to proceed immediately to undertake and complete confirmatory due diligence and to enter into and consummate this transaction as promptly as possible. Simon has an unmatched track record of completing large and successful acquisitions, and we are prepared to commit the resources necessary to address all issues and finalize a mutually beneficial transaction between our two companies.

We are convinced that a transaction with Simon is superior to any proposal you may be contemplating. We trust that when considering our proposal, you will take into account the many benefits of having GGP’s equity holders receive full and fair compensation for their interest versus the uncertain value in any other scenario. The fact that the proposal is all cash and pays unsecured creditors in full will bring certainty to the reorganization process and accelerate its completion which will have the added benefit of eliminating GGP’s significant bankruptcy related expenses.

Our proposal is not open-ended, particularly given the uncertain economic environment that exists today. We look forward to hearing from you soon and working together to consummate a transaction.

Very truly yours,

David Simon

And here is the response from GGP management:

Dear David:

 
Thank you for your letters dated February 8 and 16, 2010 in which you indicated Simon’s interest in acquiring General Growth Properties, Inc. (the “Company”). We appreciate that you took the time to meet in person with management, UBS and Miller Buckfire to explain your indication of interest, as well as provide your view on the timing and diligence process you require in order to convert your indication of interest into a fully documented definitive proposal. We have been discussing your letter with your financial advisors during this past week. Our advisors have also discussed our position with you as recently as yesterday. We and our board of directors have given considerable thought to your indication of interest and have concluded based on discussions with other interested parties that it is not sufficient to preempt the process we are undertaking to explore all avenues to emerge from Chapter 11 and maximize value for all the Company’s stakeholders.

As we indicated during our meeting, we are about to commence a process to explore several potential options for the Company’s emergence from Chapter 11, including a sale of the entire Company as you have proposed as well as a capital raise. The Company and its advisors have been working over the past several months to prepare the Company to launch this process. We will be providing detailed information on the Company, including a confidential information memorandum, financial projections, and asset level information to participants. We will also provide access to an electronic data room. As we are committed to fully exploring all potential options available to the Company, we would like to include Simon as part of this process. We believe the information we would provide to you as part of this process will enable you to better understand the Company, get to a higher valuation, and provide a fully documented offer.

We understand from our meeting with you and the press release you issued this morning that time is of the essence. We feel the same, and intend to run our process in an efficient and expeditious manner. We are currently finalizing the information memorandum and plan to send materials to participants in the process by the beginning of March. We would expect to receive indications of interest within 4 weeks of the launch of the process. In order to expedite your participation and evaluation of due diligence information, we will be sending to you shortly a markup of the NDA you provided to us during our meeting in Chicago.

Again, we appreciate your interest and we recognize the potential value that Simon could bring as an option for the Company to emerge from Chapter 11. The Company intends to pursue the process described above and we look forward to your participation. However, we reserve the right to pursue any proposals that we receive prior to or after formally launching the process so that we can maximize value for all stakeholders of the Company, and we reserve the right to change the process at any time we determine appropriate and without notice.

We would be happy to discuss this response further. To that end, you should feel free to contact either UBS or Miller Buckfire.

Sincerely,
Adam Metz

The attachment below explains the reasons why Pershing Square is shorting Realty Income Corp. I don’t really agree that, with a 7.50% drop in NOI and a Cap Rate of 9.50%, the price should be 14 dollar per share. The company is currently valued with a very conservative Cap Rate, around 11%, which accounts for all the risks and unknowns. In my previous post, I wrote that 26 dollar per share is a fair price for the Company at this moment. I don’t see 40% premium to NAV as Pershing Square indicates. It’s also interesting how, during the Q1 and Q2 earnings call Q&A, the Company Representative wouldn’t even talk about the name of the tenants. I agree with the fact that the SEC may require to disclose the name of the lessees, which is another catalyst for a large drop in value. Well, enjoy the reading.

The Catalyst About a month ago we talked about Realty Income Corp as a good candidate for a short play, but since then the stock hasn’t really move in any direction. Let’s take a closer look at what can be the catalyst for a significant drop in value. The latest 10K reports that there are no maturities due until March 2013; therefore the company doesn’t need to refinance its debt anytime soon. But if the company wants to sustain or raise the common dividend, it would need to issue equity or new notes as the cash on hands and the operating income generated is not sufficient. I seriously doubt the company could raise funds early next year, so the only option would be to cut the dividend dramatically, which would cause a significant drop in price.

Tough Short It’s inevitable that the company will cut the common dividend, the problem is when. Keeping a short position open on Reality Income Corp it’s very expensive. You have to pay the big dividend to the long and it is an expensive stock to borrow because the amount of shares short as a percentage of the float is pretty high, around 22%.

NOI and Price There is no misprice at the moment between the intrinsic value and the market value. If NOI for next year is projected to drop 20%-25% from 2009 levels, the company should be valued around 19 dollars per share, but accounting for 303 mm in NOI for 2009, which seems accurate based on the latest 10Q, the company it’s correctly priced at 26 dollars per share. We calculate the Market Value as NOI/Cap Rate and the share price as the MV/shares outstanding. The cap rate is r (required rate of return) – g (growth rate). The required rate of return is simply the WACC = wd*D (1-T) + we*E. The capital structure consists of 47% debt and 53% equity. The yield on the latest bond issued, which is the 6.75% note issued on September 2007, is 6.50%. The tax rate is minimal as REITs are exempt from federal income tax, so I am going to ignore it. The yield on the common shares is now 6.54%. This gives us a WACC of 6.52%. The growth rate is calculated as the retention rate (b)*ROE. Net Income available to common shareholders for 2009 will be around 105 mm with cash dividends for the year amounting to 178 mm, which give us a retention rate (b) of -69%. ROE for 2009 is going to be around 6.7% and we arrive at a negative growth rate of 4.6%. Therefore the cap rate, calculated as r-g, it is 11.12%. Now we have all the data, with 104 mm shares outstanding and assuming NOI for 2009 remains at 303 mm, the Company is valued at 2,725 mm and the price per share is 26.2, which is around what it’s currently trading. However, if NOI drops 20% or 25%, which is a possible scenario accounting for the poor quality of lessees and their questionable capacity to pay, then the share price should be at least 6-7 dollars lower.

GGWPQ Distressed Investment Just a few weeks ago I introduced General Growth Properties as a great opportunity to capitalize on distressed investing. The following analysis will unlock the equity value hidden behind the mall giant currently operating under the guidelines of Chapter 11.

Debtors vs. non-debtors General Growth Properties has been releasing a monthly operating report; an 8K filing required by US Bankruptcy Laws, indicating the debtors’ operating performance, working capital and assets/liabilities levels. It’s a very useful report and it shows how much profit the Company has generated post-petition. The report excludes operating performance, assets and liabilities of non-debtors; as such entities are operating outside of the provision of Chapter 11. However, the debtors’ ownership in such entities is disclosed and it’s reported as “investment in controlled non-debtors” on the balance sheet and earnings/losses from such entities are reported under “income/loss of unconsolidated real estate affiliates” on the income statement.

Valuation With the information provided on the post-petition monthly operating report along with the cash flow forecast released on May 22, I was able to come up with a model that estimates General Growth Properties’ price upon emergence in June 2010. From the filing date up to October 31^st, the debtors generated 960 mm in NOI, which is calculated as total revenue minus real estate taxes minus repairs and maintenance minus property operating costs. At emergence, the Company will have produced 1,700 mm in NOI in the worst case scenario and 2,040 mm or 20% more, in the best case scenario. I used a 10% capitalization rate to arrive at the EV, which is conservative considering that Simon Property Group (SPG) is currently trading with a 9.00% cap rate and that’s expected to drop to 8.50% in 2010 and 8.00% in 2011 based on projected NOI and EV. Remember that just a couple of years ago, REITs used to be valued with a 7.50%-8.00% cap rate. The total EV, including non-debtors, will be 17,900 mm in the worst case scenario and 21,480 mm on the best case scenario. I estimated that non-debtors will contribute from 90 mm to108 mm in NOI.

Post-petition cash flow The 8K released on May 22, 2009 provides a nice cash flow forecast on a consolidated basis, which includes debtors and non-debtors. The Company will generate 2,172 mm in cash from operations which includes revenue from mall/offices, Master Planned Communities and property management fees. Financing related expenses will amount to 1,097 mm, which include a cash inflow from the DIP loan of 400 mm and DIP related expenses like a commitment fee of 15 mm, a 3.00% exit fee and interest charges. Inclusive is a charge of 213 mm related to the repayment of the Goldman Loan and various interest charges and principal amortizations. Other expenses are working capital and restructuring fees that will amount to 661 mm and 156 mm. The net cash flow balance from petition date up to emergence on June 2010 will be 426 mm.

Equity Value The total EV available to secured creditors is the sum of the debtors’ residual value and investments in non-debtors, which are assets that operate outside of the provision of Chapter 11. Secured creditors are mortgages secured by properties and unsecured creditors represent outstanding notes like the 2,245 mm of Rouse Bonds, 1,550 mm of GGP LP Notes, 206 mm TRUPS and 2,577.5 mm in revolver and term loan. The Junior Sub notes were repurchased with the proceeds from the sale of TRUPS. The residual equity value ranges from 9,040 mm to 12,620 mm, which is enormous given the fact that the Company is in financial distress. But this is a unique case of bankruptcy, where non-debtors’ assets account for a large part of the company, which is why the equity is trading at almost 10 dollars a share. But I believe there is more upside from the current level, and in the worst case scenario, the Company will be trading at 29 dollars per share, an annualized IRR of 43% from today’s closing price of 9.50 dollars a share.

Related Posts on this Blog:

Undervalued equity: General Growth Properties (GGWPQ)

Chemtura Corp Chapter 11 recovery analysis

CIT Group Bankruptcy and CIT-PZ

General Growth Properties Overview General Growth Property’s primary business is the ownership and management of over 200 malls and shopping centers. Operations are divided in two segments: retail, the primary source of income, which includes management of shopping centers, and Master Planned Communication, which includes the development and sale of land.

GGP Structure GGP Group is organized as a REIT and is the general partner of GGP Limited Partnership (GGP LP) which is the entity through which operations are conducted. In turn, GGP LP owns and control GGP LP LLC, The Rouse Company LP and General Growth Management Inc (GGMI) which is excluded from the filing.

GGP Bankruptcy  The Company wasn’t able to refinance its mortgage debt in the second half of 2008 because credit markets were locked and sought protection under Chapter 11 on April 2009 to restructure its debt. Pershing Square provided 375 mm DIP financing at LIBOR + 12% for 18 months from filing date. GGP has until April 2010 to submit a reorganization plan but it has an extension until October 2010. What’s very interesting about GGP is that the NOI has been rising over time, which means that malls and shopping centers are generating significant profits despite challenges in the CRE market and Bankruptcy. I am under the impression that GGP still has a lot of value and if the Company can defer maturities and reduce its debt levels, it’s going to be in good shape again as operating performance has been strong. As of December 31 2008, there are 24,850 mm of consolidated par debt outstanding, which includes 18,270 mm of secured debt and 6,580 mm of unsecured debt. Total liabilities account to 27,300 mm and total assets are 29,600 mm. Net Operating performance (NOI) for 2008 was reported at 2,590mm a 4.5% increase from the previous year. In the next few weeks I am going to post a more detailed analysis on the bankruptcy and I will try to unlock the Company’s equity value, which I think it’s substantial.

Recent News There has been a couple of significant articles lately and the stock started to soar. The Company announced on November 19 that it reached an agreement with lenders to postpone loan maturities  and it expects to emerge from bankruptcy by the end of the calendar year. Also there are rumors that Simon Properties Group might put some capital into the company.