REAL ESTATE INVESTMENT
CIM Group | September 23, 2021
CIM Real Estate Finance Trust, Inc. announced it has entered into a definitive merger agreement to acquire CIM Income NAV, Inc. in a stock-for-stock, tax-free merger transaction. CMFT and INAV are non-traded REITs managed by affiliates of CIM Group, LLC (“CIM”).
The pro forma combined company would have approximately $6.0 billion in total enterprise value, creating a leading commercial credit-focused real estate investment trust (REIT) with greater tenant, industry, and asset type diversity, financial strength, and improved access to capital markets. This transaction is expected to close in the fourth quarter of 2021, subject to certain closing conditions, including INAV stockholder approval.
The merger agreement was negotiated on behalf of CMFT and INAV by their special committees composed exclusively of disinterested independent directors. Each special committee recommended approval of the merger agreement to its respective Board of Directors. Each respective Board of Directors subsequently unanimously approved the entry by its REIT into the merger agreement.
We believe combining INAV and CMFT will benefit stockholders of both companies by creating a larger, more diversified and valuable company, positioning the company for a public market listing.
- Richard Ressler, Principal and Co-Founder of CIM Group.
Potential Strategic Benefits
The merger is expected to produce meaningful benefits for stockholders of CMFT and INAV, including:
Greater Scale & Relevance: With $6.0 billion and $3.2 billion1 in enterprise value and equity value, respectively, CC CMFT will be one of the largest credit-focused REITs, increasing its relevance in the capital markets and reducing its cost of debt and equity capital.
Diversification: CC CMFT's combined 590 property, 23.8-million-square-foot real estate portfolio will have greater tenant, industry and asset type diversity, providing CC CMFT with greater flexibility to opportunistically pursue growth strategies and recycle non-core assets. CC CMFT’s top five tenant concentration decreases from 22% at both CMFT and INAV to 19%, with no single tenant concentration above 5%.
Path to Liquidity: The merger transaction is one more step in the execution of CMFT’s business plan and is anticipated to better position CC CMFT for a public market listing, which, subject to market conditions, is expected to occur in 2022.2
Cost Savings: CC CMFT is expected to realize $2.8 million of annualized general and administrative synergies on a run-rate basis with additional cash flow improvement of $2.5 million to INAV stockholders through the elimination of ongoing stockholder servicing fees.
Subject to the terms and conditions of the merger agreement, INAV stockholders would receive an approximate 10.6% premium3 for each share of INAV common stock based upon the receipt of the following consideration:
Class D: 2.574 shares of CMFT common stock, which is valued at approximately $18.53 per share
Class T: 2.510 shares of CMFT common stock, which is valued at approximately $18.07 per share
Class S: 2.508 shares of CMFT common stock, which is valued at approximately $18.06 per share
Class I: 2.622 shares of CMFT common stock, which is valued at approximately $18.88 per share
Additionally, CMFT intends to increase its distribution rate, subject to approval by the CMFT Board of Directors, so that INAV stockholders will receive aggregate per annum distributions in an amount equal to or greater than INAV’s current annualized distributions after the closing of the proposed merger.
RBC Capital Markets, LLC is acting as financial advisor to the Special Committee of the Board of Directors of CMFT, and Sullivan & Cromwell LLP and Venable LLP are acting as legal advisors to the Special Committee of the Board of Directors of CMFT. Morris, Manning & Martin, LLP is acting as REIT and securities counsel in connection with the transaction. The Special Committee of the Board of Directors of INAV has engaged Jones Lang LaSalle Securities, LLC, an affiliate of Jones Lang LaSalle America, Inc. as their financial advisor, and Nelson Mullins Riley & Scarborough LLP as their legal advisor.
About CIM Real Estate Finance Trust, Inc.
CMFT is a public non-traded corporation that has elected to be taxed and currently qualifies as a REIT. CMFT holds investments in net lease and multi-tenant retail assets as well as real estate loans and other credit investments. CMFT is managed by affiliates of CIM.
About CIM Income NAV, Inc.
INAV is a public, non-traded corporation that has elected to be taxed and currently qualifies as a REIT. INAV holds investments in office, industrial and retail assets. INAV is managed by affiliates of CIM.
About CIM Group
CIM is a community-focused real estate and infrastructure owner, operator, lender and developer. Since 1994, CIM has sought to create value in projects and positively impact the lives of people in communities across the Americas by delivering more than $60 billion of essential real estate and infrastructure projects. CIM’s diverse team of experts applies its broad knowledge and disciplined approach through hands-on management of real assets from due diligence to operations through disposition. CIM strives to make a meaningful difference in the world by executing key environmental, social and governance (ESG) initiatives and enhancing each community in which it invests.
Patria Investments Limited | September 06, 2021
Patria Investments , a global alternative asset manager, announced today that it will combine with Moneda Asset Management ("Moneda"), a leading asset manager headquartered in Chile. When completed, the transaction will create an unrivaled investment platform in Latin America, with $25.9 billion in assets under management and a leader in Private Equity, Infrastructure and Credit investments in the region.
The combination will enhance Patria's product offering by adding the largest credit investment platform in Latin America. It will also create the number one Private Investments in Public Equities (PIPE) manager in the region. The combination of the two operations will add geographical exposure within Latin America through client base and product offering and will open the opportunity for cross selling, leveraging a complementary investor base.
With more than US$ 10 billion in assets under management across credit and public equities, Moneda is a leading investment firm in Latin America, with more than 25 years of history and a track record of top quartile performance, profitability and growth. Moneda also has a robust bottom-up investment strategy that drives alpha generation.
"Our leadership team is thrilled that both companies are coming together. We are quickly delivering on the expansion strategy that we presented during our initial public offering earlier this year," said Alexandre Saigh, Patria's CEO. "The transaction will be accretive to earnings per share within the first year."
The combined platform will manage over US$ 9.7 billion in Private Equity, US$ 5.5 billion in Credit (including US$650 million exposure to Private Credit), US$ 5.1 billion in Infrastructure, US$ 2.0 billion in Advisory & Distribution, US$ 3.0 billion in PIPE and Public Equities and US$ 500 million in Real Estate investments, in most cases with top quartile returns.
"Complementary is the word that defines this transaction," said Olimpio Matarazzo, senior managing partner and chairman of the board at Patria. "The product offerings and the geographical and currency exposures are a perfect fit. Patria is a leader in Private Equity and Infrastructure investments in Latin America, and Moneda is the top credit investor in the region. In addition, both companies have a similar culture, based on partnership and exceptional client service."
"This combination will leverage Moneda's outstanding track record and deal sourcing capabilities to lead the development of private credit in Latin America with unique local expertise while also continuing to develop our strategic investments in public equities in the region," said Pablo Echeverría, Moneda's chairman.
"With Patria, we will have the opportunity to expand our cross selling of products, leveraging a complementary investor base," said Alfonso Duval, Moneda's CEO. "It is worth noting that both companies are partnerships led by like-minded, entrepreneurial teams. There's been a strong cultural alignment among the teams since the onset," said Mr. Duval.
Under the agreement, Moneda partners will receive an upfront consideration of US$ 315 million, in a combination of US$ 128 million in cash and US$ 187 million in PAX Class B common stock. There will be an additional consideration payable in years two and three after closing, subject to certain retention metrics for Moneda's partners, and a potential earnout payable after 2023, in a combination of cash and PAX Class A common stock, subject to the achievement of certain revenue and profitability targets.
In connection with the transaction, Patria retained JP Morgan Chase & Co, as financial advisor, Simpson Thacher & Barlett LLP, as transaction counsel, and Carey Abogados, as Chilean counsel. Moneda retained Servicios Financieros Altis S.A., as financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP, as transaction counsel, and Barros & Errazuriz Abogados, as Chilean counsel.
About Patria Investments
With more than 30 years of experience in successful investments in Latin America and offering products in the areas of Private Equity, Infrastructure, Real Estate and Credit, Patria is one of the leading investment companies in private markets in Latin America in terms of capital raised, and one of the largest managers focused on investments in Latin America. With a solid presence in the market, it seeks to provide investors with attractive investment products that allow a diversified portfolio and consistent returns. With $15.8 billion of assets under management and a portfolio of more than 55 companies and assets, Patria has ten offices in the world's major financial centers.
REAL ESTATE TECHNOLOGY
AppraisalWorks | August 25, 2021
AppraisalWorks, a leading provider of real estate appraisal technology, today announced innovations to its flagship appraisal management technology platform.
The AppraisalWorks™ platform is designed to streamline the real estate appraisal process, helping lenders and servicers achieve lower costs, faster turn times and greater transparency. The technology platform is patented under U.S. Patent 10,635,999.
The latest enhancements to AppraisalWorks further automate key elements of the appraisal management process – including quote management tools for residential and commercial real estate assignments, providing direct connectivity to the Encompass LOS platform and delivering a platform for paying appraisers electronically. Benefits of these three capabilities include:
Appraisal Quoting - AppraisalWorks now provides a flexible, highly configurable system for managing quotes for appraisal assignments with commercial appraisal firms and individual appraisers providing lenders with greater automation, real-time monitoring, status-driven alerts, and a detailed audit history. Elimination of manual tasks accelerates the process and provides increased transparency.
Automated Appraiser Payment Module – With AppraisalWorks, lenders can easily initiate and track ACH, manual and credit card payments on all appraisal orders as well as the agreed upon vendor fees. Support for batch payments enables straight-through processing for increased efficiency. Faster payments to appraisers provide a strategic advantage in attracting the best talent for each appraisal order. In addition, credit card processing is tracked on the order and individual transaction level, providing real-time insight into payment status and the ability to customize the borrower payment experience. With AppraisalWorks, lenders can reduce payment processing workload by up to 70%, while also improving appraiser and borrower relationships.
Encompass LOS Connectivity – The seamless integration between AppraisalWorks and Encompass allows lenders to order, assign, monitor, and review real estate valuations, from a marketplace of AMCs and appraisers, directly through the Encompass Digital Lending Platform – driving quality and efficiency in the loan origination process and standardizing the vendor and borrower experience. AppraisalWorks is one of the first appraisal management platforms to offer direct connectivity through Encompass’ new APIs eliminating administrative overhead and accelerating turn times.
AppraisalWorks is designed to be collaborative – bringing together all stakeholders in the appraisal process to improve efficiency, turn times and accuracy. Lenders, borrowers, processors, appraisers and the quality control team benefit from real-time communications, on-demand access to appraisal information and complete transparency throughout the appraisal process.
“As lenders and servicers look for an edge in accelerating appraisal turn times, efficiency and cost reduction are critical, as is the need to maintain strong security and compliance practices,” said Mike Cullen, CTO of AppraisalWorks. “The AppraisalWorks technology platform helps streamline appraisal processes, improve adherence to compliance regulations and lower costs – while also providing a better borrower experience. Our customer-centric approach to continuous technology innovation makes AppraisalWorks a top choice for lenders and servicers who are looking for greater efficiency and a strategic advantage.”
AppraisalWorks is a cloud-based appraisal management technology platform that enables banks, credit unions, loan servicers and mortgage lenders to order, manage, maintain, and analyze real estate appraisals and collateral valuations. Through its Community and Enterprise versions, AppraisalWorks improves process efficiency, ensures regulatory compliance, and facilitates collaboration among lenders, borrowers, processors, appraisers, and the quality control team – significantly improving loan turnaround time, reducing cost per loan, and enhancing the borrower experience. AppraisalWorks is patented under U.S. Patent 10,635,999.