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Contents
Introduction
Executive summary4
REIT IPOs
Nontraditional REITs
6
14
Introduction
Now in its seventh edition, EYs Global Perspectives:
2014 REIT report is intended to help real estate
investment trusts (REITs) and other property investors
understand the market and its drivers and make more
informed decisions.
This years report includes:
An overview of the REIT initial public offering (IPO)
market and what companies should consider before
proceeding with an IPO.
A review of the emerging nontraditional REIT market
and key considerations related to REIT conversions.
We hope that you will find this report valuable and
helpful in making decisions that will enhance your
organizations success.
Howard Roth
Robert Lehman
EY
EY
Executive summary
REIT IPOs globally exceeded US$20b in 2013, 55%
higher than the pre-financial crisis peak in 2005 and
more than double the total seen in 2012.1 The first half
of 2014 saw a further US$6.8b raised globally, primarily
due to the high level of activity in Spain.2 REIT IPOs now
dominate the real estate IPO market as the REIT brand
continues to expand and grow globally. More than 70%
of capital raised by real estate organizations in the 18
months through Q2 2014 was captured within a REIT
wrapper.3 Market conditions allowing, further significant
activity seems likely in the second half of 2014. Notable
IPOs are planned in the US, Spain, the UK and Japan.
India should also become another active market for the
expanding REIT market, now that legislation has been
approved.
4. Ibid.
REIT IPOs
6
capital.7 The REIT IPO market in Europe will likely remain strong
through the second half of 2014, market conditions allowing, with a
series of further listings lined up in Spain and the UK. In other parts of
the world, Japan also continues to have an active year, while in India,
the Securities and Exchange Board recently approved the setting up
of REITs, which should open up a new market for IPOs.
The size of REIT IPOs has been remarkably consistent every year
since 2009, with transactions averaging approximately US$300m.8
Large REIT IPOs are still rare in the industry, but getting less so. While
there have been only 13 IPOs above US$1b since 2001, 6 of these
have been in the last year and a half (2013Q2 2014),9 suggesting
that investors with an appetite for larger transactions are finding the
REIT model increasingly appealing.
70
60
20,000
US$ m
15,000
40
30
10,000
50
20
5,000
10
0
2001
2002
2003
2004
2005
Source: Dealogic
2006
2007
2008
2009
2010
2011
2012
2013
2014
7. Ibid.
8. Ibid.
9. Ibid.
20%
900
800
15%
Size of IPO (US$m)
700
10%
600
500
400
300
5%
200
100
0
0%
REIT
REIT IPOs
Financial
Sector
2013Q2 2014
2008
2009
2010
2011
2012
2013
2014
30,000
REIT
25,000
Non-REIT real estate
Sector
20,000
15,000
10,000
Financial
5,000
2014
REIT
0%
2013
5%
10%
15%
20%
25%
Percent return
Financial
Region
Asia Pacic
US$9.6b/US$0.8b
US$4.2b/US$0.7b
EMEIA
Japan
22%
Japan
22%
Asia Pacic
10%
US$4.5b/US$1.5b
Americas
12%
Japan
US$1.8b/US$3.9b
Proceeds
(US$m)
2013
Proceeds
(US$m)
Spain
3,013
US
6,277
Japan
1,494
Japan
4,537
Singapore
2,976
Mexico
605
Americas
48%
EMEIA
9%
Asia Pacic
21%
EMEIA
56%
*Source for all charts: EY analysis of data from Dealogic website, www.dealogic.com,
accessed 30 July 2014.
10
14. Ibid.
15. ibid.
What is the typical road map of an IPO from the companys perspective?
IPO execution
IPO planning
1
Internal preparation
1224 months prior to IPO
Evaluate IPO in terms of strategic funding in
an IPO readiness assessment workshop,
an IPO diagnostics and an IPO readiness
result report
Set up resources and an internal
IPO team
Start to build capital market
infrastructures and/or make
structural adjustments to achieve IPO
readiness
Set up group systems and new functions
and ensure tax optimizations at company
and shareholder level
Source: EY
IPO realization
7
10
Day-one readiness
Post IPO
11
Strategy
Structures
Taxes
Issuing company
Group structure
Maintainance of
i nuence
Company level
Shareholder level
Transaction level
Timeline
IPO windows
Plan B options
Internal resources
Financials
IPO readiness
External reporting
Forecasting
Prospectus
Leadership
Functions
Systems
Investor relations
Compliance ofcer
Committees
Internal controls
Enterprise risk
Compliance
management
Source: EY
12
13
Nontraditional REITs
14
$160
$140
$120
$100
$80
$60
$40
$20
$0
2009
2010
Land
Casino
Prison
Timber
Energy infrastructure
Student housing
Single family
2011
2012
Single tenant
Advertising
Data center
2013
2014
Cineplex theater
Manufactured home
Communications
15
Execute
4
Source: EY
which address the question can this be done? The following table
summarizes both the strategic and technical considerations for REIT
conversion.
Strategic
Optimize capital
structure
Realize value
Access capital
Control
Monitor the potential for loss of some control over real estate locations; mitigate through effective structuring and lease terms
Need to align with external shareholder expectations to operate effectively as a REIT
Operational restrictions
Other
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Technical
Asset testing
Income testing
Services rendered
Tenant and
non-tenant services
Tax
Private Letter ruling from IRS often needed to confirm REIT status
REIT? UPREIT? Spin-off?
TRS subsidiary planning and allocation of G&A expenses
Structuring foreign operations
Legal entity and contract structuring
REIT qualification requirements
Modeling for TRS taxable income
Transfer pricing study and earnings stripping limitations
Tax strategy for acquisitions and growth going forward
E&P
Post-election
Financial reporting
Carryover-basis accounting
Registration statement:
REIT shell balance sheet audit
Historical financials of predecessor
Pro forma financial information REIT conversion
SEC review of registration statement and financial information
Potential need for Form 10 filing (in spin-off)
Accounting
Carve-out accounting
Fair value of property at the time of carve-out
Funds from operations
Net income measure of REITs
Evolving accounting literature on leases and fair value
Setting up new REIT company: people, processes and technology
Source: EY
Global Perspectives: 2014 REIT report |
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Contacts
Global Real Estate Leader
Howard Roth
Australia
Doug Bain
Japan
Koji Shikama
REIT Analyst
Henry Stratton
19
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