Highlands REIT, Inc. was created to own and manage substantially all of the “non-core” assets previously owned and managed by InvenTrust Properties Corp.
With the recent release of the 5th Edition Blue Vault Nontraded REIT Full-Cycle Performance Study, this may be an appropriate time to offer perspectives on the challenges faced when calculating rates of return by investors in nontraded REIT programs.
What is an “interval fund”? Interval funds are SEC-registered closed-end funds that provide continuous offerings of their securities. They usually price and sell their shares daily, but do not list them on an exchange. They redeem shares by making periodic repurchase (tender) offers at net asset value in compliance with Rule 23c-3(b) of the Investment Company Act of 1940.
At Blue Vault, we report the sources of distributions in the Nontraded REIT Industry Review because we think it’s important to distinguish that Modified Funds from Operations (MFFO) is not the same as the Cash Available for Distributions. Even when MFFO “covers” the distribution amount, the actual cash needed to pay investors — or portions of it — might still be obtained from other sources such as offering proceeds or debt financing. But how can that be?
Capitalization Rates Recapped in Today’s Market Environment In an Insights article on the Blue Vault website in September, 2015, we defined capitalization rates and explained how they relate to values at the property level and the portfolio level. Real estate investments produce income available to investors in the form of NOI, or Net Operating Income. …
Although still not as widely used in the financial services sector as nontraded REITs, BDCs and mutual funds; interval funds and nontraded closed-end funds are growing quickly. Why are they gaining popularity? Perhaps if we define and differentiate these fund types, we can better understand the answer to that question.
After the publication (published July 18, 2016) of our recent Insights article on auction sites for nontraded REIT shares, we received requests for more information about other options for investors. We have updated our listing to include several other potential contacts for investors seeking competitive pricing for shares in secondary markets. These companies include a new online auction site (CFX Markets) as well as other companies that act as intermediaries between shareholders and potential buyers.
Also included in this list are two companies that engage in third-party tender offers to shareholders in nontraded REITs. Tender offers may be made directly to shareholders if the tendering company obtains a roster of names of all shareholders from the REIT (such provisions are included in bylaws and charters of some companies) or by filing a registered tender offer with the SEC.
A third-party due diligence firm is an essential tool in helping a Broker Dealer evaluate a product sponsor as part of its due diligence on the sponsor’s alternative investment offerings. As part of the process, the Broker Dealer obtains an investment research report produced by the third-party due diligence firm to aid their evaluation.
This Insight provides an in-depth look at the following:
- With regard to alternative investments, what is third-party due diligence?
- Who engages a third-party due diligence firm, an independent Broker Dealer or a product sponsor?
- Who is responsible for the reimbursement of bona fide due diligence fees and expenses in connection with a public offering of securities?
- How do Broker Dealers get started with the due diligence process of evaluating the offering, and what are the first steps?
- What documents, as applicable, should be requested and examined during due diligence for a product sponsor and for its sponsored alternative investment product?
- How do you know that a due diligence process has been successful?
- Perspectives on Effective Due Diligence
- Other Insights from Broker Dealer Due Diligence Professionals
- Items that Broker Dealers Would Like to See in a Due Diligence Report
You may have heard the term “interval fund” frequently over the past couple years. Many broker dealers have recently brought interval funds onto their platform as of late. Much more education needs to happen in the marketplace to understand interval funds and how they work. We will delve into the terminology surrounding these newly popular funds and provide some basic education in this post.
Shareholders in nontraded REITs have limited options when attempting to liquidate some or all of their common stock holdings. While most nontraded REITs have share redemption programs, these programs may have been suspended due to liquidity issues, or restricted to redemption requests filed due to death, disability or other hardships. Funding for share redemptions is usually tied to distribution reinvestment programs (DRIP) and in numerous cases the redemption or repurchase of shares has been suspended indefinitely by the boards of directors. Blue Vault reports on the redemptions of nontraded REIT shares by each REIT on a quarterly basis, but a more complete picture of the redemption issue would require a comparison of redemptions granted to redemptions requested. REITs may place limits on the percentage of outstanding shares that can be redeemed in a given period and many REITs do not redeem all of the shares that stockholders have requested, in which case only a percentage of each request may be repurchased.
REIT investors may have seen the term “capitalization rate” used in discussions of individual real estate property acquisitions and valuations and even in the broader market context when comparing investor expectations and property portfolio values. In this article we explain what capitalization rates or “cap rates” are and what they aren’t, and how nontraded REIT investors might interpret them. Investors expect both a return on their investment and a return of their investment. Both types of returns involve risk. Rational investors realize that higher expected returns involve more risk, which may mean less predictable returns or greater chance of loss.
A business development company (BDC) is an SEC-registered investment company that invests in primarily private U.S.-based businesses. This form of company was created by Congress in 1980 as amendments to the Investment Company Act of 1940. BDCs are typically taxed as regulated investment companies (RICs). Similar to REITs, BDCs are required to distribute at least 90% of taxable income as dividends to investors, and the company itself pays little or no corporate income tax.
Many investment professionals assume that it is better to invest in nontraded REITS later in their fundraising period rather than earlier. The recent study of full-cycle events by nontraded REITs performed by Blue Vault and the University of Texas McCombs School of Business The University of Texas at Austin, casts doubt on that assumption.
When recommending and choosing nontraded REITs for their clients, most advisors know the importance of looking at key metrics such as debt, distribution yield, MFFO payout ratios, and portfolio diversification. However, these metrics may vary greatly from REIT to REIT depending on where each program is in its life cycle.
In the recent study prepared in collaboration with The University of Texas called, “Nontraded REIT Industry Full-Cycle Performance Study” in addition to analyzing the total returns of the 17 nontraded REITs that went full-cycle between 1990 and March 2012, the findings also provided insights into what we might call “Timing versus Selection.”
Shareholders in nontraded REITs have limited options when attempting to liquidate some or all of their common stock holdings. While most nontraded REITs have share redemption programs, these programs may have been suspended due to liquidity issues or restricted to redemption requests filed due to death, disability or other hardships. Blue Vault reports on the redemptions of nontraded REIT shares by each REIT on a quarterly basis, but a more complete picture of the redemptions issue would require a comparison of redemptions request to redemptions granted. For example, CNL Lifestyle REIT redeemed 319,000 shares of the 9,726,000 pending redemption requests in 3Q 2012. Behringer Harvard REIT I redeemed 880,000 shares (0.3%) of the 299 million shares outstanding in 2012. KBS REIT I imposed a $10 million limit on redemptions for all of 2012 and redeemed 1.38 million shares (0.7%) of the 191.1 million shares outstanding at an average price of $5.58 per share.
The Jumpstart Our Business Startups (JOBS) Act was intended to facilitate funding of small businesses by easing regulations. It was passed and signed into law on April 5, 2012. Title II of the JOBS Act went into effect on September 23, 2013, lifting a decades-old ban on the mass marketing of securities offerings. Title III will allow anyone, regardless of whether or not they are accredited investors, to participate in equity crowdfunding.
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