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Simon Properties Offers to Buy GGP for $10B, or Just Over $9 Per Share

Reggie Middleton's picture




From PR Newswire Simon
Property Group Makes $10 Billion Offer to Acquire General Growth
Properties

Offer
Provides 100% Cash Recovery Plus Accrued Interest To All Unsecured
Creditors; Would Accelerate General Growth's Emergence From Bankruptcy

General Growth Shareholders Would Receive Value Exceeding $9.00
Per Share, Including $6.00 Per Share In Cash Plus Assets Valued At More
Than $3.00 Per Share, While Avoiding Likely Dilution From Stand-Alone
Recapitalization

Offer Supported By General Growth's Official
Unsecured Creditor Committee

Acquisition of General Growth
Portfolio By Best In Class Operator Offers Significant Value-Creation
Opportunity For Simon Shareholders

 For those that don't follow me
regularly, I released bearish research and shorted GGP at around $57 in
2007. It was a very profitable trade since GGP filed for bankruptcy a
year later. Ackman from Pershing Square bought GGP shares/calls/swaps
between 50 cents and 2 dollars per share, resulting in what looks like a
home run deal.

He was confronted by Hovde Advisors, a DC asset
management firm who was short the stock, over valuation and the closest
thing to a hedge fund soap opera episode ensued.

While the SPG
offer is nowhere near where Ackman was forecasting, it has been a
profitable deal nonetheless.

I have made the subscription version
of the full analysis available to anyone who registers now that this
story has pretty much played its course. The full
comparative analysis with updated valuation is now freely available
upon free registration here: Middleton vs Ackman vs Hovde on GGP - subscription edition w.<br />
updated valaution Middleton vs Ackman vs Hovde
on GGP - subscription edition w. updated valuation 2009-12-26
20:43:17
 1.51 Mb.
You may click here to subscribe to premium
research or to register for free
.
Readers should be
cognizant of the marketing component of investors publicly stated
valuations. To illustrate this, Let me post three paragraphs from the
aforementioned analysis that pretty much says it all (keep in mind that
SPG just offered $9 or so per share). I'll leave it up to the readers
to determine who was the most accurate regarding GGP both on the short
side going down (I think I was the only one declaring a position
publicly) and on the long side going up (I did not have a position):

GGP valuation analysis


Hovde
Capital Advisors

Hovde applies Q3 2009 annualized NOI
(adjusted for lease termination fees, tenant allowances, maintenance
capital expenditure and other non cash items) to Ackman's May 2009 GGP
valuation analysis, and estimates the implied equity value of
$5.73 per share at a 7.5% cap rate and negative $5.03 per share at an
8.5% cap rate. After incorporating the conversion of the unsecured debt
into equity at price of $6 per share, the implied equity value is
$5.94 per share at a 7.5% cap rate and $3.62 per share at an 8.5% cap
rate

 

Ackman's response

Based on cash NOI
(not adjusted for lease termination fees, tenant allowances,
maintenance capital expenditure) for LTM ending Sep 2009, Ackman
values GGP at $23.7, $32.0 and $41.6 per share at cap rate of 7.21%,
6.71% and 6.21%, respectively
 

 

Reggie Middleton's Boombustblog's view

Based on our observations about assumed NOI and cap rate for
valuation, we have revised Ackman's valuation analysis.

We
computed cash NOI (adjusted for lease termination fees, tenant
allowances, maintenance capital expenditure and other non cash items)
for LTM ending Sep 2009. However, to factor in the impending rental
decline to be realized in the short term largely owing to lease
roll-overs, we estimated 2010 NOI assuming y-o-y decline of 7.5% against
5.4% y-o-y decline in 3Q09. We applied estimated 2010 NOI and more
realistic cap rate range of 7.0% to 8.0% to the Ackman's valuation
analysis. GGP's valuation is $6.8 per share under the
base case and $13.6 per share and $0.8 per share under the optimistic
case and adverse case, respectively.

It appears as if SPG offered a reasonable acquisition premium (in equity) over
what we feel is reasonable for GGP. The cash offer was accurate to within eighty cents! It looks like someone over at Simon Properties reads the BoomBust! Ackman's (publicy disseminated)
valuations were apparently in the stratosphere (and our analysis clearly
demonstrated this point) while Hovde was a little pessimistic. Of
course, the deal is not closed yet, so this is all just speculation for
right now. I recommend all interested parties register and choose a
free (or premium paid) subscription and download the full 11 page
analysis referenced above.

Below is a quick chronology of
events:

This is part III
of a IV part series on GGP. Reference parts
one and two for context. The majority of work on GGP is
now done, and I will (as my time permits) start disseminating the
non-propri
Wednesday, 09 January 2008

 


Was I right on my call on Commercial
Real Estate Crashing?

(Archived/Reggie Middleton's Boom
Bust Blog/MyBlog)
...Cometh, and I know who is
leading the way! Generally Negative Growth in General Growth
Properties - GGP Part II General
Growth Properties & the Commercial Real Estate Crash, pt III - The
Story G...
Tuesday, 12 February 2008

 
If only more rich heiresses read my
blog

(Reggie Middleton's Boom Bust Blog/MyBlog)
The GGP story seems to go
on forever.  Hat tip to CK for pointing this one out to me. For those
that do not know,  I shorted GGP in
late 2007, after exhaustive research and it took a year to
Friday,
21 August 2009
 
...il CRE malls
(Ackman's CRE presentation). Several of my subscribers have commented
on his success with GGP as well
as the upward climb of REITs in general. I decided to go out of my way
to create a co...
Tuesday, 15 December 2009

 

I am here to
weigh in on the increasingly popular marketing battle over GGP's
(General Growth Properties) value in, and out of bankruptcy. The
players in question are large buyside institutions who ow
Saturday,
26 December 2009

 

The next step in the GGP saga
(Reggie
Middleton's Boom Bust Blog/MyBlog)
Hovde has issued a
reply to Ackman's second GGP presentation.
These hedge funds put out more analysis than the bank analysts that
follow GGP, SERIOUSLY! For those that need a
recap: My responses to
Tuesday, 29 December 2009

 

 

 




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Sat, 10/30/2010 - 04:04 | Link to Comment Susancai
Susancai's picture

Impressive article! It's worth a read. Thank you for sharing so much information! prepaid cell phones

Wed, 02/17/2010 - 00:30 | Link to Comment ZeroPower
ZeroPower's picture

....and REJECTED!

Post fail.

Tue, 02/16/2010 - 22:54 | Link to Comment Anonymous
Tue, 02/16/2010 - 14:59 | Link to Comment Anonymous
Tue, 02/16/2010 - 16:38 | Link to Comment Reggie Middleton
Reggie Middleton's picture

I am at a loss here. Where was I wrong? I said GGP was overvalued and due for a fall - check. I said Ackman hit a homerun with GGP - check. I said GGP was worth $6.80, $13 optmistically, referencing the Simon bid - Check, I said Hovde was pessimistic and Ackman's numbers were wildly optimistic while I was the closest to the actual bid - check.

I had a bad 3 quarter run and I admitted it in public - check. Despite this there is nothing but negative rhetoric. And yes, I have no problem plugging my site. That's what pays for all of the free analysis that I give out. That stuff is not generated without a cost.

Wed, 02/17/2010 - 01:06 | Link to Comment Anonymous
Tue, 02/16/2010 - 18:17 | Link to Comment El Hosel
El Hosel's picture

....Bulltards always get the last word, and long is always better than short.  I get it.

Tue, 02/16/2010 - 14:34 | Link to Comment Anonymous
Tue, 02/16/2010 - 15:10 | Link to Comment Reggie Middleton
Reggie Middleton's picture

Why don't you feel as verbose for those that outperform the market by an even greater percentage for a much longer period of time? Why are you anon guys so negative and biased?

If I am not mistaken, the same post that you got the "underperformed" inference from also showed that I outperformed the market by about 400% over the last three years and outperformed by another significant margin over the last 10 years. I normally wouldn't bother pulling historical stats (except for expressing my own discontent for having a bad year, but I am allowed to bash myself), but it does irk me when strangers pick a small minority period to say "you didn't do well". 

Tue, 02/16/2010 - 14:09 | Link to Comment Anonymous
Tue, 02/16/2010 - 15:04 | Link to Comment Reggie Middleton
Reggie Middleton's picture

It was a nice call a couple of months ago as well, wasn't it?

Tue, 02/16/2010 - 12:46 | Link to Comment Gromit
Gromit's picture

So Ackman values GGP at $41 at a 6.21 CAP and $23 at a 7.21 CAP.

How much at an 8.21? Or a 9.21?

Tue, 02/16/2010 - 12:46 | Link to Comment rabblerouse4
rabblerouse4's picture

I dont see this working out

the fed is screwing us over: http://starturl.com/sfyzq

Tue, 02/16/2010 - 12:07 | Link to Comment DRju
DRju's picture

Take the money and run. This is worth a few bucks tops

Tue, 02/16/2010 - 12:10 | Link to Comment Reggie Middleton
Reggie Middleton's picture

I'm not confident of the upside, which is why I never went long. It is probably worth more than zero, but there are safer bets to be had then gambling on an already bankrupt REIT. this was one of the few opportunities where it was safer to short a stock than go long on it.

Tue, 02/16/2010 - 12:20 | Link to Comment Anonymous
Tue, 02/16/2010 - 12:58 | Link to Comment Reggie Middleton
Reggie Middleton's picture

You guys don't seem to be following the history of the company. GGP was trading at $60 and fell down to $.40. Which was the most profitable and safe trade, long or short?

Tue, 02/16/2010 - 14:38 | Link to Comment Anonymous
Tue, 02/16/2010 - 14:11 | Link to Comment Anonymous
Tue, 02/16/2010 - 15:03 | Link to Comment Reggie Middleton
Reggie Middleton's picture

We aren't talking about everything though, we are talking about GGP. GGP was a good short not due to beta (in a falling market) but due to the fact that they overpaid for assets at the top of the market using excessive leverage. That's why the sector fell about  50% and GGP fell nearly 100%.

I have been short biased because I am a fundamental investor and the fundamentals don't support going long. I definitely see short term trading signals that look to be profitable darting in and out of long positions, but that is not my cup of tea.

The same fundamentals that cause GGP to go bankrupt are the ones that tell me that although the portfolio has value, that value is not very clear considering the current environment. If anyone can extract value from GGP, it would be an organization such as SPG.

As for the last 6 months, one should not look at investments or performance with a rear looking 6 month horizon, particularly now when it appears practically everything is trumping fundamentals. If I am not mistaken, nearly every major market move has seen a return to fundamentals. If one were to praise the last 6 months, one would give more credit to momentum trading over fundamental investors. Look how well that did during every other market crash, recession and major bull market. To accurately judge someone, you have to at least go back several years, at the minimum. In the three years running, a short account still outperformed a long account by a decent margin.

Tue, 02/16/2010 - 16:03 | Link to Comment Anonymous
Tue, 02/16/2010 - 16:46 | Link to Comment Reggie Middleton
Reggie Middleton's picture

I'll make this the last comment on the topic. I was at the "right place, right time" because I rode the real estate boom up for 6 years and saw the fundamentals deteriorating. I then applied the same analysis to the equity markets going down. Yes, I didn't participate in the 9 month rally, and lost 39% short, but I outperformed the broad market by multiples of a 100% on a cumulative basis. I am not making excuses of 2009, it was a bad year for me -period. It was also more of a market timing year than a stock picker's year as well. I am not a market timer.

I currently have a short bias because I believe things are not well fundamentally. I had a strong bull bias for 5 years straight. The bias changes with the fundamentals and the macro environment.

BTW making up for many of the losses is not nearly as good as avoiding the losses in the first place, and is much worse than profiting from the losses and then losing some of the profit. You are showing your "long" bias. I actually don't have a bias outside of the bias of trying to make some money :-)

Tue, 02/16/2010 - 18:02 | Link to Comment Anonymous
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