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Showing posts with label CapitaLand. Show all posts
Showing posts with label CapitaLand. Show all posts

Valuing CapitaLand Post-Restructuring


 

I wrote about CapitaLand’s restructuring awhile back, taking a more qualitative approach to understand CapitaLand Investment Management’s (“CLIM”) business. This follow up post discusses how I would value CLIM, based on a sum of the parts (“SOTP”) analysis of its three main revenue sources – 1) Value CLIM’s stake in its REITs and Private Funds, 2) Value of Investment Properties, and 3) Value of Investment Management and Property Management Platform.

The SOTP analysis would give us the implied intrinsic value of CLIM, and if we were to compare that against the deal on the table now, which includes CICT shares as well as a cash portion, we can then decide whether it presents a compelling opportunity.

Capital Structure of CLIM



Firstly, based on the restructuring announcement in March, I estimated the level of debt CLIM is expected to carry. The announcement noted that CLIM would hold c.23.4 billion of assets, while the NAV of CLIM would be 14.7 billion. Working backwards, we would arrive at a debt level of 8.7 billion, in order to reconcile the amount of assets and net asset value. Of course, there would be a certain amount of net working capital (cash, receivables, payables etc), but we would exclude that for now as this information is unavailable.

Value of CLIM’s stake in its REITs and Private Funds




As the investment manager of these public and private funds, CLIM holds sizeable stakes in these funds, so that they have skin in the game and the interests of the manager and unitholders are aligned. The value of CLIM’s stakes in the REITs can be easily calculated based on the latest share prices of these REITs. For the Private Funds, we would have to use the value provided in March – 7.8 billion, and I adjusted that to reflect the same 1.5% decrease in value as its REITs. Note that post-restructuring, because of the units of CICT distributed, CLIM would hold 22.9% of CICT.

Value of CLIM’s Investment Properties

The restructuring involves the transfer of a number of investment properties to CLIM, which includes both commercial, retail and business park properties, with the view of eventually injection these assets into the REITs or selling them off to third party buyers. The value of these investment properties was stated to be 10.1 billion in the restructuring announcement. Given that the value of these properties we as of 31 Dec 2020, I believe an appropriate approximation would be to look at the price to book rations of comparable public REITs, and apply that to CLIM’s investment properties.



I computed the latest P/B ratios of Singapore listed REITs in similar sectors and arrived at an average P/B ratio of 0.92x. Do note that if we apply this P/B multiple to CLIM’s investment properties, we would we using a conservative estimate, as the P/B of the REITs are applied on NAV, whereas we would be applying the P/B multiple to the asset value of CLIM’s investment properties (without debt).

Value of CLIM’s Investment Management & Property Management Platform

CAPL currently has funds under management (“FUM”) of 79.2 billion as of Mar 2021, with a 100 billion FUM target by 2024. The acquisition of Ascendas Singbridge in 2019 provided a substantial boost to FUM. Going forward, CAPL has just announced its registration as a PE fund manager in China, which would allow it to further grow its FUM in China.



Valuing this business segment is probably the most subjective, yet it is the most lucrative segment of CLIM. In fact, one of the key reasons for the restructuring process was because CAPL’s management believes that the market does not realise the true value of the Investment Management platform, which is asset light, highly scalable and delivers a predictable stream of income. Currently, CAPL reports income from its fund management and property management/service residence platform separately, but going forward, CLIM would consolidate these figures for reporting, as “Total Fee Income”. The fund management platform has an average EBITDA margin of c.56% from 2017 to 2020, which indicates strong profitability and even rivals that of top tech companies. Given that there would be little depreciation and amortization for an asset light business segment, I estimated that the net profit margin for the investment management platform (Fund Management, Property Management and Serviced Residence) would be 25%.

The “Total Fee Income” figures reported by CAPL is computed by including fee income from consolidated REITs before elimination at group level, which I understand it to be the total fee income that REIT unitholders pay on a 100% basis. However, CAPL’s proportionate stake would have to be eliminated at group level; for example, if CAPL owns 30% of the REITs’ units, then the “actual” total fee income would only be 70% of the reported “Total Fee Income” as 30% of that is a related party transaction.

Using the “Total Fee Income” reported in the 1Q 2021 Business Update, CAPL earned Total Fee Income of 186.7 million and 203.6 million for 1Q ’20 and 1Q 21 respectively. On a run rate basis, Total Fee Income for FY21 would then be 814 million. Given that CAPL’s average stake in its REITs is 28.5%, the net amount of “Total Fee Income” would be 582.3 million. Using the 25% net profit margin mentioned above, the Investment Management segment would generate a net profit of 145.6 million. The restructuring announcement noted that comparable Real Estate Investment Managers trade at an average forward P/E multiple of 19.4x, thus I applied a 20x P/E multiple to value CLIM’s investment management platform.

SOTP Valuation

Based on the individual valuations of the three business segments, I computed the SOTP valuation of CLIM, using both CAPL’s current share capital as well as the fully diluted share capital:


 


I then computed CAPL’s implied share price, which includes the distribution of CICT shares and the cash consideration:


 

Risks

This valuation of CAPL assumes that the restructuring would be approved by shareholders, and also that the scheme conditions are not breached - for example, the Material Adverse Change clause that I have written about

Conclusion

Based on the SOTP valuation of CLIM, we arrive at an implied target price of $4.46 (current share capital) and $4.31 (fully diluted share capital) for CAPL, indicating an upside of 21% and 17% respectively from the closing price of $3.68 on 25 Jun 21.  

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Disclaimer: This article is intended for informational and discussion purposes only, and do not constitute financial advice. When in doubt, please contact a licensed financial adviser.

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Thoughts on Capitaland's Restructuring (SGX:C31)


 

Capitaland (“CAPL”) announced that it would undertake a restructuring exercise, splitting its development arm from its investment management arm. Its development arm would be taken private, while its investment management arm would remain listed as Capitaland Investment Management (“CLIM”). This post would summarise my thoughts on this restructuring exercise, as well as my take on how we should value CLIM going forward.

My general take on this deal is that it is the right strategy for CAPL to restructure its business. Property development is exposed to market cycles, regulatory action and other factors, whereas the investment management arm can expect to see more stable recurring revenues in the form of management fees and dividends from its stake in the various Reits.

In fact, in early 2020, I invested in Frasers Property for a similar reason, as my thesis back then was that investing in a developer with a substantial portfolio of Reits under management would be more lucrative than investing in the Reits themselves. If we were to simply compare a Reit against the investment management company that manages the Reit (assuming a pure IM company without the development arm), it would appear that the IM company should be the better investment, because its profits would include management fees + dividends from its proportionate stake in the Reits, whereas an investor in the Reit would only be receiving dividends. While that investment has not turned out well for me, CAPL’s proposed restructuring would allow investors to better value the REIM and Development arms separately, which ideally would fetch higher valuations as compared to a single entity.  

Transaction Structure

Shareholders in CAPL would receive a total consideration of $4.102 per share, which includes 1 CLIM share valued at $2.823, 0.155 CICT units and $0.951 in cash. On a diluted basis, assuming all convertible bonds are exercised, the total consideration drops to $3.969.



As part of the consideration, 388 million CICT shares will be distributed – representing around 6% of CICT’s total units issued. Post restructuring, CLIM’s stake in CICT would be pared down from c.29% to c.23%.

Overview of CLIM

Post restructuring, CLIM would have a NAV of $14.8B. The breakdown of the NAV includes CLIM’s stakes in the 6 Reits/Business Trusts (worth $7.8B), stakes in >20 PE funds that it manages (worth $5.5B), and a portfolio of investment properties (worth $10.1B). These combined gives CLIM total assets of $23.4B. Reconciling this with the stated NAV of $14.8B, we can assume that the difference is due to working capital and debt.

CLIM would have an assets under management (“AUM”) of 132.5B and funds under management (“FUM”) of 77.6B. This makes CLIM the largest REIM in Asia and one of the top 10 globally. Management has guided for a target FUM of $100B by 2024.

Key Merits of REIMs vs Developers

CAPL has presented the deal as a way of unlocking value in the investment management arm, which has been undervalued by the market due to the asset heavy nature of the property development arm. As per CAPL’s investor presentation, Real Estate Investment Managers (REIMs) generally trade at higher multiples than Property Developers, due to REIMs having a more asset light model and more predictable recurring revenue. CAPL’s investor presentation stated that REIMs trade at an average of 2.6x P/NAV, while SG and HK developers (ex-CAPL) trade at an average of 0.6x P/NAV.  On a forward P/E basis, REIMs also trade at a premium as compared to developers. However, I believe that using P/E as a metric would be less relevant due to the inclusion of revaluation gains/losses, which would result in varying net profit over the years.  



Given that CLIM is illustratively valued at $2.823 per share, or 1.0x P/NAV, one might be inclined to conclude that this presents a huge upside for CLIM if REIMs are valued at 2.6x P/NAV. However, the crucial difference here is that CLIM holds a substantial number of investment properties on its balance sheet, including Ion Orchard, Galaxis and 79 Robinson, for a combined value of $10.1 billion on its balance sheet. Hence, it would not be appropriate to simply place a 2.6x P/NAV valuation on CLIM, as this would mean that we are overvaluing its investment properties. 

Fund Management is Extremely Lucrative

FUM has been growing at a CAGR of 15%, from 51B in 2017 to 78B in 2020. There was a huge increase in FUM from 2018 to 2019 due to the acquisition of Ascendas Singbridge. As mentioned earlier, CAPL’s management has a target of 100B FUM by 2024.



Over the past four years, average fee income/FUM rate was 40bps or 0.4%. In FY2020, CAPL earned fee income from Reits and Fund Management of $306 million. This fee income excludes fees from serviced residence management as well as property management, which would be included in CLIM’s revenue going forward. It is evident that the fund management business is extremely lucrative. A 56% EBITDA margin indicates strong profitability, and comparable to many leading companies including Facebook, Visa and MasterCard.

The caveat here would be that the Reit manager usually opts to receive Reit management fees in the form of both cash and units in the Reit, thus the earnings from the Fund Management arm would not entirely be in cash.

Dividends from the 6 Reits/Business Trust and Private Funds

CLIM would retain CAPL’s proportionate stake in the 6 Reits/Business Trust, which would entitle it to receive dividends distributed to shareholders. Based on CAPL’s shareholding percentage in the various Reits from its 2020 Annual Report and the current year’s DPU of the Reits, I estimated that the potential annual dividends that CLIM receives would be approximately $330 million. CLIM would also receive dividends from its proportionate stake in its private funds, but I believe that this information isn’t readily available.



Key Concerns

1. Dividend policy: As investors primarily invest in real estate companies for income, a key concern on that investors may have would be the dividend policy of CLIM, as there has yet to be clarity on this. However, I believe that CLIM would still provide investors with a reasonable dividend, because CLA (the development arm to be taken private) still holds a 51% stake in CLIM. As CLIM is the cash cow of CLA, the parent company would still require cashflow in the form of dividends, to fund its development activities. Hence, the most straightforward way would be for CLIM to distribute dividends to both CLA and other shareholders.

2. Downsides of being asset light: I think the more important question to ask would be regarding CLIM’s strategy in the event when its Reits undertake equity fund raisings. Currently, the Reit’s sponsor (CAPL in this case) would undertake to subscribe to its proportionate stake in the EFR exercise. Given the asset heavy nature of CAPL – with its substantial cash pile – CAPL definitely has the resources to subscribe for its proportionate stake in the EFR. However, as CLIM aims to be asset light, it would be beneficial if the management provides investors with clarity on their strategy going forward.

Do note that this aforementioned situation only arises if the Reit acquires properties from third parties or CLA. For example, if CICT does a $1 billion rights issue to fund acquisitions from a third party, CLIM would usually have to undertake to subscribe to its proportionate stake in the EFR. In this case, it would be approximately 23% of $1 billion, or $230 million that CLIM has to produce. In the event when the Reit acquires properties from CLIM, there would be no issue, as CLIM can fund its proportionate stake in the EFR from its proceeds from selling the property.

Conclusion

Investors would have to value CLIM on its earnings ability based on 1. Fund Management income, 2. Serviced Residence and Property Management fees, 3. Dividends from Reits and private funds and 4. Rental Income from Investment Properties. I have covered points 1 and 3, but am unable to find information on points 2 and 4.

Disclaimer: This article is intended for informational and discussion purposes only, and do not constitute financial advice. When in doubt, please contact a licensed financial adviser.

Note: After the publication of this report, I have bought shares of CAPL at an average price of $3.58. My positions my change from time to time without further any further updates. 


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