From crisis to recovery - Managing your real estate portfolio through uncertainty - EY

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From crisis to recovery - Managing your real estate portfolio through uncertainty - EY
From crisis
to recovery
Managing your real estate
portfolio through uncertainty
From crisis to recovery - Managing your real estate portfolio through uncertainty - EY
A state of turbulence

How will YOU navigate
through the next few years?
The commercial real estate sector continues to face significant challenges and uncertainty as a result
of COVID-19. The road to recovery is anticipated to take multiple years.

Covid 19
Illustrative Path
                            Potential positive trigger to the path
                            efficient treatment or vaccine availability
                GDP

                                                              Time

A saw-toothed economic recovery
Industry experts have forecasted many potential recovery scenarios that may play out, including
V-shaped, U-shaped, and L-shaped, to name a few. Our specialists at EY believe that a saw-shaped
recovery is more likely as challenges with containing the virus and achieving mass immunization
will vary across geography and likely result in partial shutdowns as infection rates change.

https://www.ey.com/en_ch/long-term-value/covid-19-critical-choices-businesses-should-make

From crisis to recovery | 2
From crisis to recovery - Managing your real estate portfolio through uncertainty - EY
MARKET
PERSPECTIVES

From crisis to recovery | 3
From crisis to recovery - Managing your real estate portfolio through uncertainty - EY
32           %        Average hotel occupancy
                      across major cities in Canada

Based on recent STR statistics, hotel occupancy as at October 2020 has recovered slightly from
the March lows of 15%, but is still significantly lower than pre-COVID levels. The hospitality sector
will continue to remain in peril until travel patterns resume.

15,000                        +      Retail store
                                     closings in Canada

According to a several data points, 15,000 to 20,000 retail stores have closed across North America
in 2020, driven by high profile bankruptcies such as Aldo, Reitmans, David’s Tea, Moore’s, etc.
Based on a recent survey by Canadian Federation of Independent Business, one in seven Canadian
small businesses are at risk of closing.

               million        Square feet of unleased
                              office space in Canada

According to CBRE, Class A buildings in Toronto made up 50% of all of the available downtown sublease
space, primarily due to the shift to remote working. This has prompted organizations towards further
discussions on organizational strategy with their long-term office requirements. Interest may shift
towards undertaking shorter-term leases with greater tenant incentives.

From crisis to recovery | 4
In response to COVID-19, a majority of employers are planning moderate or extensive changes to “reimagine work”. 77% of employers plan to make moderate             • Remote work is here to stay — employees
to extensive changes to their workforce cost strategy, and 75% plan to make moderate to extensive changes to business disruption planning. However, the level           express interest in maintaining some level of
of willingness to commit varies across industries.                                                                                                                      remote work when they return to the office,
                                                                                                                                                                        even though that was not the case pre-
                                                                                                                                                                        COVID-19. ~63% of employees who did not
  Work                        % of employers planning to make                                                                                                           work remotely before COVID-19 want to
                                                                 Key highlighted focus areas of change
  reimagined                  moderate to extensive changes to                                                                                                          work remotely for at least one day a week.
                                                                 (% = percentage of organizations planning that area of change)
  pillar                      their strategies
                                                                                                                                                                    • However, ~36% of respondents who worked
                                                                                                                                                                       remotely full time before COVID-19 indicated
                                                                 • Redesigning offices/re-evaluating policies on shared workspaces and meeting rooms (51%)            they want a mix of remote and on-site work.*
  Real estate                 Workplace
  footprint                   real estate      74%               • Measuring the productivity of remote work (49%)                                                  • Both Gen X and millennials are similar in their
                                                                 • Significantly shifting the proportion of remote work vs. in-office work (48%)                      indication of interest; ~60% indicated interest
                                                                                                                                                                       in a mix of remote and on-site work. Only 10%
                                                                                                                                                                       of Gen Z respondents want to work full time
                                                                 •S
                                                                   ignificantly reducing the amount of internal travel for company meetings and training (59%)        in an office.
                              Business
  Business                                                       •S
                                                                   ignificantly reducing the number of external events that the company will pay for that
  travel
                              travel           74%                require travel (51%)
                              and mobility
                                                                 •R
                                                                   emixing the amount of in-person vs. remote visits that employers can make to customers (47%)

                                                                 • Health evidence procedures (72%)
                              Workplace
                              safety           86%               • Social distance via floor space/occupancy limits (62%)

  Flexibility and                                                • Social distance via protocols (signage, one direction) (56%)
  well-being
                              Remote                             • Enhancing technology for remote work, idea sharing, communication and knowledge sharing (56%)
                              work             78%
                              strategy                           • Evaluate policies around communicating planned scheduled work hours (54%)

                                                                                                                                                                    Source: EY survey - EY commissioned the Physical Return to Work
                                                                                                                                                                    Reimagined (PRWR) survey and JAM analysis (from an interactive
                                                                                                                                                                    crowdsourcing event) using the MillionYou platform.

From crisis to recovery | 5
SERVICE
OFFERING

From crisis to recovery | 6
Distressed Real Estate (Informal Proceedings)

               Assess the situation                              Manage the crisis                                    Identify opportunities

• Conduct current state market assessment.        • Determine the need to temporarily or                 • Contemplate long term alternative use
                                                      permanently close down certain assets.                 or re-development strategies.
• Assess existing real estate portfolio/asset
   against market (i.e. SWOT, benchmarking         • Analyze debt covenants and provide support           • Explore short-term alternative uses for
   analysis, etc.)                                    in negotiating debt modifications/extensions.           current assets.
• Determine realistic projections of near-term    • Devise a liquidity plan to fund impacted             • Identify opportunities to re-negotiate debt
   cash shortfalls.                                   properties (i.e. capital re-allocation, short term      or increase leverage and extract capital.
                                                      credit, etc.)
• Identify strongest and weakest performing                                                               • Identify potential investment opportunities.
   real estate assets using both qualitative and   • Identify expense reduction opportunities.
                                                                                                           • Evaluate marketability and saleability of
   quantitative factors.
                                                   • Apply for government funding programs.                  certain assets.
• Assess health of key tenants and negotiate
                                                   • Assess the need for deferred rental payment          • Conduct a cost/benefit analysis for renovations,
   solutions with distressed tenants.
                                                      schedules, concessions, revised lease                   major repairs and other projects.
• Develop a portfolio tiering analysis to            agreements, etc.
  stratify assets.
•U
  nderstand the value of assets given current
 market conditions.

From crisis to recovery | 7
Distressed Real Estate (Formal Proceedings)
                              • Distressed situations requiring debt or operational restructuring can often times be successfully addressed without the use of a more costly and public
                                 formal insolvency proceeding such as a restructuring under the Companies’ Creditors Arrangement Act (“CCAA”) or a proposal under the Bankruptcy
                                 and Insolvency Act (“BIA”).
                              • However, formal restructuring or insolvency proceedings are sometimes necessary and helpful tools for distressed companies to obtain a stay
                                 of proceedings against the company to allow time for a successful restructuring.
                              • EY has extensive experience acting as Court Appointed Monitor under the CCAA and Proposal Trustee under the BIA helping real estate companies
                                 with various issues related to restructuring including:
                                   • Independently assessing restructuring strategies involving owned or leased real estate;
                                   • Helping to optimize real estate assets by providing advice on loan-to-value ratios and appropriate use of leverage, refinancing or divestiture
                                      strategies, and landlord damage calculations;
                                   • Using our strong relationships with banks and other secured lenders to negotiate a commercial path forward;
                                   • Working with banks, investment firms, and other financiers to secure interim financing in order to address immediate cash flow requirements;
                                   • Assisting with lease or contract renegotiations and contract disclaimers;
                                   • Assisting with renegotiating supplier terms and other strategies to stabilize operations and secure support throughout the supply chain;
                                   • Assisting in communication strategies with the media, trade associations, governments, unions and various other stakeholders;
                                   • Assisting in the preparation of sale and investment solicitation processes for a streamlined and court approved sales process; and
                                   • Assisting in the preparation and presentation of a plan of arrangement to a company’s creditors to restructure the companies debt
                                      and/or equity stack.
                                   • EY also has extensive experience acting as a Court Appointed Receiver and Trustee in Bankruptcy of several real estate companies.

From crisis to recovery | 8
WHY REAL ESTATE
RESTRUCTURING

From crisis to recovery | 9
•E
                                          Y is the market leading restructuring advisory practice in Canada having supported the successful execution of many of Canada’s largest real
                                         estate restructurings.

                        Restructuring   •W
                                          e work with companies, their lenders and other stakeholders to develop creative and unique solutions to restructure businesses and maximize
                        experience       recovery for stakeholders.
                                        •W
                                          e are Licensed Insolvency Trustees who are highly respected in Canadian Courts and have acted in the capacity as CCAA Monitor, Trustee and as Receiver
                                         for a significant number of real estate filings.

                                        •W
                                          e have broad, deep and well recognised credentials across the Canadian real estate industry, serving property developers, investors, owners,
                                         and operators.

                        Real estate     •O
                                          ur national team has experience advising clients across all different types of asset classes, including hotel, apartment, retail, land, office, etc.
                        experience      •O
                                          ur team reviews, values and analyzes over CAD$50 billion of commercial real estate properties (both income producing and development) annually,
                                         and have assisted in the underwriting of over $5 Billion of commercial real estate debt and advised clients on the acquisition and disposition of over
                                         $15 Billion of real estate assets.

                                        •E
                                          Y brings a broad array of technical resources and expertise from across the functional areas of EY in a single team.
                        Seamlessly      •T
                                          his results in seamless collaborative and integrated advice that helps ensure all critical issues will be considered and analyzed with a focus on strategic
                        integrated       and transaction objectives.
                        solutions
                                        •O
                                          ur diverse perspectives and skillsets allow us to support you through every step of the way.

                                        •D
                                          rawing on our expertise and professionals across Canada, and taking into account provincial cultural, legislative and regulatory differences, we will utilize a tailored
                        Teaming and      and collaborative approach in each assignment to assist in assessing all options and potential risks.
                        collaborative
                                        •O
                                          pen and constant communication will allow for seamless knowledge transfer.
                        approach
                                          ur team holds relevant credentials in real estate (i.e. AACI, Brokerage), finance (i.e. CBV, CFA, CPA) and restructuring (i.e. CIRP, LIT).
                                        •O

From crisis to recovery | 10
SELECT SUCCESS
STORIES

From crisis to recovery | 11
Walton CCAA – Restructuring & Transaction Advisory
EY acted in its capacity as Court-appointed monitor of Walton International Group Inc. (“WIGI”),              • Assisted Walton through the entire transaction process, including transaction strategy, marketing,
who was granted creditor protection, to conduct an orderly Sale and Investment Solicitation Process              due diligence and transaction close.
(“SISP”) of various development land parcels located in Ontario and Alberta, with a particular focus
                                                                                                              • Contacted over 200 potential investors and purchasers in the sale process, including over 40 from
in Edmonton.
                                                                                                                 outside of Canada.
Value Delivered                                                                                               • Successfully obtained competitive bids on many of the residential and industrial development lands
                                                                                                                 in Alberta (Edmonton and Calgary) and Ontario that resulted in a transaction of over $100M, which
• Assisted Walton in soliciting both asset sale proposals and also investment proposals which were
                                                                                                                 exceeded appraised values in a challenged market.
   aimed to re-capitalize the entities and infuse new equity into the assets.

                                                                                                               Asset portfolios:

                                                                                                Brantford          Alliston                   Ottawa
                                                  • 1,000 acres                                Residential    Industrial Lands               Lands                          • 24 round 1 bidders
                                                                                                                                                                                invited to round 2
                                                  • 3 markets
                                                                                                                                               Stony                         • 5 parties awarded
                                                  • Commercial, Industrial                    Woodhaven          Pilot Sound
                                                                                                                                             Industrial                         transaction
                                                     and Residential
                                                                                                                                                                             • Over $100MM
                                                  • 200+ potential buyers                        Point                                                                         in sale proceeds
                                                                                                                 McConachie               Henley Heights
                                                                                                 Trotter

                                                                                                                     Vita
                                                                                                                  Crystallina

From crisis to recovery || 12
                            12
SNS Property Finance – Restructuring & Transaction Advisory
EY advised an international property finance lender through the process of winding down an $18 billion                    Value Delivered
portfolio of commercial and residential real estate loans and real estate owned. EY assisted management
                                                                                                                          • Managed the disposition of a portfolio of $500 million in non-performing loans and prepared
with global restructuring issues and analysis. EY ran several large non-performing loan sales. EY also
                                                                                                                             potential alternative exit strategies for each remaining real estate loan in the portfolio.
assisted the bank in foreclosure proceedings and took over asset management responsibility for real estate
projects across North America and Europe.                                                                                 • Developed business cases to support increased funding for projects that were incomplete where
                                                                                                                             the additional investment yielded positive returns.
EY successfully ran a sale process for a number of development projects that were unfinished. Zach
Pendley led the disposition process for all defaulted loans / real estate projects across North America.                  • Sold over $2 billion of real estate projects that were owned or in the process of foreclosure by the bank.

               Assumed responsibility for                Oversaw completion of the                    Led the disposition of                   Sold a 600 acre distressed                     Successfully restructured
               completing construction                   Westin Resort in Cape Coral,                 a defaulted loan on                      residential community                          a $100M loan on a senior
               and selling 88 units at 333               FL and sold to private equity                The Shipyards mixed-use                  (Summer-lake) in Orlando,                      housing project in Port Credit,
               Sherbrooke in Montreal                    post foreclosure                             development in                           FL to Starwood Capital                         ON with Diversicare
                                                                                                      Collingwood, Ontario

From crisis to recovery || 13
                            13
Luxury Hotel in Downtown Toronto – Restructuring and Strategic Analysis
EY advised an international lender on the valuation and business review of the Trump International           • Held discussions with hotel management and lenders to determine various cash inflows
Hotel, a luxury hotel and residence in Toronto. Responsibilities included the creation of a cash flow           and outflows
model used to calculate the fair value of the hotel and residence as well as quantitative analyses to
                                                                                                             • Assembled and analyzed pertinent economic and market data through research and discussions
determine potential exit opportunities for the lender. EY also advised InnVest on the acquisition of
                                                                                                                with industry experts
the Hotel, including understanding the complex cash flow dynamics of the existing operations,
as well as the proposed conversion to a St. Regis branded hotel with Marriott.                               • Calculated the market value of the hotel under various appraisal methodologies and procedures,
                                                                                                                including a reconciliation to a final value
Value Delivered                                                                                              • Developed an appraisal report under AACI standards, including all appropriate appendices and language
• Conducted a site inspection of the hotel including sample hotel suites, residential units, parking lot,
                                                                                                             • Supported InnVest in the acquisition of Trump Hotel, including the creation of a complex cash flow model
   restaurant, spa and other common areas.
                                                                                                                that details the various inflows and outflows between the numerous stakeholders and owners, as well as
• Reviewed and analyzed supporting documentation on the hotel operations, including hotel management           an assessment of the terms and conditions of the management proposal from Marriott St. Regis.
  agreements, agreements with third parties, etc.

From crisis to recovery || 14
                            14
SELECT
CREDENTIALS                    Walton CCAA                                   SNS Property Finance                           Trump Hotel Toronto

                               EY acted in its capacity as Court-appointed   EY advised an international property           EY advised an international lender on
                               monitor of Walton International Group         finance lender through the process of          the valuation and business review of the
                               Inc. (“WIGI”), who was granted creditor       winding down an $18 billion portfolio          Trump International Hotel, a luxury hotel
                               protection, to conduct an orderly Sale and    of commercial and residential real estate      and residence in Toronto. Responsibilities
                               Investment Solicitation Process (“SISP”)      loans and real estate owned. EY assisted       included the creation of a cash flow model
                               of various development land parcels           management with global restructuring           used to calculate the fair value of the
                               located in Ontario and Alberta, with          issues and analysis. EY successfully ran a     hotel and residence as well as quantitative
                               a particular focus in Edmonton.               sale process for a number of development       analyses to determine potential exit
                                                                             projects that were unfinished.                 opportunities for the lender.

                               Resort in the Rockies                          Olympic Village                               Cineplex Odeon Corporation

                               Acted as advisor for a resort company          Acted as Receiver and Manager related to      EY, acting in its mandate as Monitor
                               owning land and several resort structures,     763 market for sale and 119 market rental     in the CCAA proceedings advised on the
                               including a hotel. EY developed a strategic    condominium units and 64,000 square           renegotiation of more than 60 leases and
                               financial and transactional plan including     feet of commercial tenancy strata units       disclaiming of more than 40 leases resulting
                               restructuring options, prepared a detailed     at the Olympic Village in Vancouver. The      in more than $20 million of incremental
                               CIM and financial analysis, and provided       assignment included validation of market      annual cash flow savings as part of the
                               guidance to the client on its strategy,        pricing, leasing of commercial strata units   overall restructuring of Cineplex Odeon.
                               and negotiations with its lender.              and the sale of the rental condominiums.

From crisis to recovery | 15
Hotel Portfolio in Edmonton                    Strategic Group Portfolio                      Reitmans (Canada) Ltd.                          Confidential Company
              EY advised an Alberta lender on the                                                                                                           – Impairment and Lease Analysis
                                                             EY was appointed Receiver by multiple          EY acted as court-appointed Monitor
              valuation and business review of three         lenders on various assets in the Strategic     in the CCAA proceedings of Reitmans             EY advised a publicly-traded technology
              hotels located in the Greater Edmonton         Group Portfolio. EY developed a unique         (Canada) Ltd., with other 576 stores.           company on a scenario analysis for
              area. Responsibilities included the creation   strategy as well as alternatives for           EY oversaw their financial and operational      a portfolio of leases, which detailed
              of a cash flow model used to calculate         each asset, is currently managing the          restructuring plan which included the           the financial impact of termination
              the fair value of the hotel as well as         marketing and disposition process for          wind-down of two banners and disclaiming        and sublease options. The scenarios
              quantitative analyses to determine             the various assets.                            multiple store leases. EY also supported        considered current and future market
              potential opportunities for the lender.                                                       the company with financial modelling            conditions, including COVID-19’s impact
                                                                                                            post-CCAA and post-COVID realities.             on the leasing market.

              Oak Bay Beach Hotel                            Terrace House Development                      Bondfield Construction                          The Aldo Group Inc.
              EY, acting under its mandate as court          EY acted in its mandate as Monitor with        Acting as CCAA Monitor, EY oversaw the          EY acted as Monitor in the CCAA
              appointed receiver of the Oak Bay Beach        enhanced powers in the CCAA proceedings        completion of over $1 billion of large scale,   proceedings of the Aldo Group, one of
              Hotel undertook a sales process and            of the Terrace House development, a            infrastructure and construction projects.       Canada’s largest shoe retailers. In its role,
              oversaw the orderly disposition of the         proposed mass timber residential tower in      EY facilitated extensive negotiations to        EY oversaw the restructuring process,
              asset. For this hotel on Vancouver Island,     Vancouver. EY managed site preservation        assign various construction projects to third   including the sale of equipment from store
              EY developed the sales process, marketing      services while administering a sale and        party contracts to minimize surety losses.      locations and negotiations with landlords for
              materials, and ultimately ran the sales        investment solicitation process resulting in                                                   their retail locations throughout both the
              process to completion.                         numerous acquisition and investment offers.                                                    United States and Canada.

From crisis to recovery | 16
EY | Assurance | Tax | Strategy and Transactions | Consulting                                                    For inquiries, please reach out to a member of our Real Estate Restructuring team:

About EY                                                                                                                   Zachary Pendley                             Neil Narfason
EY exists to build a better working world, helping create long-term value for clients,                                     Senior Vice President                       Senior Vice President
people and society and build trust in the capital markets. Enabled by data and technology,                                 (Toronto)                                   (Calgary)
diverse EY teams in over 150 countries provide trust through assurance and help clients
grow, transform and operate. Working across assurance, consulting, law, strategy, tax and                                  zach.pendley@ca.ey.com                      neil.narfason@ca.ey.com
transactions, EY teams ask better questions to find new answers for the complex issues                                     O: 416 943 5465                             O: 403 206 5067
facing our world today.
                                                                                                                           William Jegher                              Kevin Brennan
EY refers to the global organization, and may refer to one or more, of the member firms
                                                                                                                           Senior Vice President                       Senior Vice President
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ED None
                                                                                                                           Duncan Yang                                 Brian Denega
                                                                                                                           Vice President                              Senior Vice President
This publication contains information in summary form, current as of the date of publication, and is intended              (Toronto)                                   (Toronto)
for general guidance only. It should not be regarded as comprehensive or a substitute for professional advice.
Before taking any particular course of action, contact EY or another professional advisor to discuss these                 duncan.yang@ca.ey.com                       brian.m.denega@ca.ey.com
matters in the context of your particular circumstances. We accept no responsibility or any loss or damage                 O: 416 943 3185                             O: 416 943 3058
occasioned by your reliance on information contained in this publication.
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                                                                                                                           Vice President                              Vice President
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