The Move by Hines Global REIT II to Lower Up-Front Fees and the Evolution of an Industry
August 17, 2016 | by James Sprow | Blue Vault
In order to continue to adapt to the rapidly changing regulatory landscape, nontraded REIT sponsors introduced Class T shares last year and have recently been lowering fees for both Class A and Class T shares in their initial public offerings. With the lower up-front commissions and trailing distribution and stockholder servicing fees of the Class T shares, the industry has made the argument that a higher percentage of investor money would be available initially to go “in the ground” in the form of real estate investments. At last count, 21 of the 27 open offerings by nontraded REITs included the Class T shares in their prospectuses.
Now the next phase has begun in the competition to make these offerings more attractive to financial advisors and their clients. Hines – a major sponsor and the fifth largest real estate investment manager in the world with over $89 billion in assets under management – has made a move to lower up-front fees. On August 2, 2016, Hines Global REIT II revised its offering by lowering the offering prices for both Class A and Class T shares and committing to pay a portion of the dealer manager fee, which would otherwise come from the investor’s pocket.
Effective on that day, the Hines Global REIT II board effectively cut the up-front fees paid by investors from $1.08 per share for Class A shares to $0.93 per share, and from $0.52 per share for Class T shares to $0.38 per share. The new prices for Class A and Class T shares dropped from $10.12 to $9.96 and from $9.56 to $9.41, respectively. Current shareholders were not affected by the change as the new pricing will net the REIT the same $9.03 per share, the current shareholder NAV.
Blue Vault asked Sherri Schugart, President and CEO of Hines Global REIT II, for insights into the move to lower fees and have the advisor absorb the cost. “Yes, our Advisor will pay a portion of the dealer manager fees in an amount equal to 1.5% of the gross offering proceeds, thereby reducing the aggregate up-front fees and expenses to be paid by investors from offering proceeds by up to nearly 27% and 14% with respect to purchases of Class T Shares or Class A Shares, respectively. I might add that Hines Global REIT II will not increase any other fees or expense reimbursements paid to Hines and its affiliates in order to make up for the cost of the subsidy. The full cost of the subsidy is being borne by Hines to the benefit of our investors.”
Aggregate sales by open nontraded REIT programs have faltered so far in 2016, and, “Both investors and their financial advisors want to see more of their dollars going into the ground, and this reduction makes that possible. We think it’s a positive change and one that reflects the spirit of in recent regulations that affect many financial products,” continued Schugart.
Those regulatory changes include the recent U.S. Department of Labor pronouncement that redefined firms and advisers that provide investment advice for retirement accounts as “fiduciaries.” These fiduciaries must show that they are acting in the “best interest” of their clients if they continue to receive commission-based compensation. The lengthy new regulation, which becomes effective April 2017, has challenged the nontraded REIT industry to respond with lower fees and to reduce potential conflicts of interest.
“We can’t speak for other sponsors, but we firmly believe that the nontraded REIT industry will continue to evolve with lower fees and other investor-friendly terms,” says Schugart. “We are strongly supportive of this evolution for the long-term benefit of investors as well as high-quality sponsors.”
Blue Vault’s research into the fee structures of the current nontraded REIT offerings shows that the median dealer manager fee for Class T shares is 2.00%, with a high of 3.00%. The recent Hines Global REIT II move to subsidize the dealer manager fee lowers it for investors from 2.75% to 1.25% and the estimated total front load to just over 4.00%. Blue Vault notes that the average return to investors in nontraded REITs for the 45 full-cycle programs in the industry to-date has been 8.13% with reinvestment of distributions. The lower up-front fees can be expected to raise average returns to investors, although how much will depend upon a host of unpredictable factors.
Competition for investor dollars and the industry’s need to respond to regulatory scrutiny will likely pressure sponsors to lower other fees as well. For example, acquisition fees (ranging from 0.00% to 4.25% and applied to the total cost of the investments), asset management fees (ranging from 0.5% to 1.60% and paid every year by the REIT based upon total assets), and disposition fees or commissions (ranging from 0.00% to 3.00% of the sales price of properties) will also have a significant impact on the total returns to investors over the lives of nontraded REIT programs. We are already seeing sponsors respond to both competition and regulation by adjusting those other fees downward. New share classes for both retail and institutional investors may attract attention, but in the longer run, the entire fee structure of every program will be impacted, hopefully for the benefit of investors.
Schugart says, “It’s clear that fees are of increasing interest to investors as well as regulators, so we wanted to be proactive and address this area now, in a meaningful way which ultimately benefits investors and should have a positive impact for broader acceptance of investment products like nontraded REITs.”