ARA Hospitality Trust - Preliminary Prospectus IPO

$Eagle HTrust USD(LIW.SI) After my previous article on Eagle Hospitality Trust (EHT), this would be another prospecting on a US hospitality trust which is slated to go public upon approval of listing from MAS.


Like EHT, ARA-HT is claiming to be the very first US pure-play hospitality to be listed in SGX. I guess we’ll have to see who has the claim of rights to say this first depending on the timeline they go public.


I’ll try to make this a narrative comparison against EHT as much as possible, so if you have not read the previous article on EHT, I’d recommend you read them firsthere.


Hotel’s Portfolio


The initial portfolio of ARA-HT comprises of 38 properties, which further broken down into 27 Hyatt Place Hotels and 11 Hyatt House Hotels located in the US, with a total of 4,950 hotel rooms.


The Reit’s portfolio is valued at US$719.5 million, so that’s one-third smaller than the US$1.27b we have when comparing with EHT.


Unlike EHT which has most of their hotels concentrated on the West coast of the region, ARA-HT has a nice balance spread across the entire US states.






Out of the 38 properties, 27 of them are Hyatt hotels, which are upscale hotels with full services catered to both business and leisure travellers both domestic and foreign tourists.


The rest of the 11 are Hyatt houses, which are typically known as service apartment as it caters to extended stay travellers which offers more communal spaces such as kitchenette and bigger living rooms to cater for families. These are typically located in suburban and airport areas.


Like EHT, most of the properties are freehold in nature, which is common in the US, with exception to the 2 properties.


Hyatt Place Secaucus Meadowlands is one of them, with leasehold expiring in Jun 2071 and Hyatt Place Lakeland Center is another, with leasehold expiring in Jul 2073.


Sponsor & Management Fees Structure


The sponsor is a global integrated real assets fund manager, ARA Group, which manage assets over $80b across 23 countries.


Cornerstone investors include Bank of Singapore (BOS), DBS Bank, UOB and Credit Suisse. They also include SingHaiyi’s controlling shareholders Gordon Tang and Celine Tang, and investment firm ICH Capital.


The cornerstone tranche makes up around 25% of the total offering so this is clearly stronger than what EHT has on their cornerstone investors.


The management fees structure is similar to what we have for EHT. The management fees structure is a base fee of 10% of the distributional income and an annual performance fee of 25% of growth in DPS over the preceding financial year.


The distributional income should be easy to hit for as long as they keep on growing and adding properties into the portfolio but the 25% could be difficult to hit in an uprising year. Still, the fact that the nature of the lumpiness in the hospitality industry means they could have 1 very bad year as a base and the following year they could already see the “growth” in DPS.


Investment Thesis


The investment thesis is not different from what was already discussed in the EHT’s article so I am not going to repeat it too much again.


Basically, management is optimistic about the arrivals of international tourists in the next 2 to 3 years given the weaker US dollars and demand from both domestic and international to trump over the existing supply, so they are expecting their Revenue Per Available (Revpar) rate to increase. Still, looking at the average occupancy rate over the last 10 years should give enough indication that there are rooms to maneuver for capacity play.





The one interesting thing to note here is that there are no indications for Revenue Generation Index (RGI) for the 38 properties in comparison against the average market out there.


Since both EHT and ARA-HT are using Jones Lang LaSalle (JLL) as their independent market research, it doesn’t make sense that EHT provides this information in their prospectus and ARA-HT does not.


My guess is the RGI for the properties could be lower than 100, hence it is better not to disclose it or they are excluding it because of competitive reasons.


Still, I find that the EHT prospectus is much more transparent on how they are providing information, including how the properties performed during the GFC in 2009, which ARA-HT did not provide.

Capital Structure and Prospective Yield (%)

As at the listing date, ARA-HT is expected to have an aggregate leverage of 33.4%.


In terms of gearing, ARA-HT will have a higher debt headroom to grow as compared to EHT.


The effective interest rates on the loans, including upfront debt establishment costs is approximately at 4.6% per annum. This is not low given the environment of the US credit market over there.


The Reit is likely to debut with an indicative yield of about 7.8%, which is rather similar to what EHT yield would be.


Conclusion


The profile for ARA-HT is very similar to EHT, given the prospective yield they will be prospecting in the next 2 to 3 years.


With the yield of 8% and a freehold nature of properties, one might think that all it takes is 9 years (72/8) to breakeven on your capital. It’s hard to think that they will no longer be around after 9 years.


Still, the key to watch is the amount of capex they will spend in order to renovate and refurbish the buildings and rooms, this will play a big part in computing the properties on a roi basis.


Again, due to nature of the industry they are operating, I’m likely to give this a miss on it’s debut and is likely to get interested only on higher grounds of safety when there are bad news priced in.


Thanks for reading.




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Eagle Hospitality Trust - Preliminary Prospectus IPO

Eagle Hospitality Trust (EHT) $Eagle HTrust USD(LIW.SI) is currently preparing for their public offering issuance and has lodged their prospectus with MAS.


If you want to read their prospectus in detail, you can find themhere.


If successful, it will be the very first US pure-play hospitality Reit we have in SGX.


It's interesting to see the various pure play breed choosing to list their Reit vehicle here in Singapore but I guess that's a clear sentiment of how far the Reits industry have come so far.


Hotel's Portfolio

The Reit's portfolio is valued at US$1.27b which comprises of 18 full service hotels under the various different brands - Marriot, Hilton and InterContinental brands with a total of 5,420 rooms.


Out of the 18 hotel properties, 9 of them belongs to the "Upper Upscale" hotels, 5 belongs to "Upscale" hotels and 4 belongs to "Upper Midscale" hotels.


The way I see it it's easier to think of them as 5 stars, 4.5 stars, and 4 stars hotel.


The location of the hotels are spread across mostly on the West side of the country, with only two (New Jersey and Connecticut) at the East side and two (Atlanta and Orlando) at the Central.








All except one of the properties are freehold in nature, which is common in the US, so this compares differently to the pure hospitality play we have here in Singapore which are mostly at 60 years leases.


The only non-freehold asset in the portfolio is the Queen Mary Long Beach in California which has a balance lease tenure of 63 years.


Regardless whether or not the assets are freehold, the properties still need to undergo asset enhancement (AEI) from time to time on maintenance repair work for wear and tear, so that will work out to be similar.


Since 2013, the management has spent a total of $174m capex on these properties mainly on renovation and refurbishment to improve the working function of the properties.


Sponsor & Management Fees Structure


The sponsor of EHT is Urban Commons LLC, a privately held real estate investment and development firm which managed the USHI portfolio and has a focus on the US Lodging market.


The sponsor was co-founded by Howard Wu and Taylor Woods, both prominent figures in the real estate hospitality industry.


The sponsor will own 18.3% of the stapled security with a lock-up agreement 12 months after the listing date.


The management fees structure is a base fee of 10% of the distributional income and an annual performance fee of 25% of the growth of DPS over the preceding financial year.


This seems pretty high if you compare it across the local hospitality reits.


Tax Structure


This works out a bit differently to the recent case with Manulife Reit and Keppel KBS Reit on the Section 267 hybrid tax issues.


Although the interest income received by Cayman Corp is not subject to an entity level tax in the Cayman Island, the non-inclusion is not the result of hybridity but rather a result of the Cayman Island not imposing any direct taxes under the existing legislation.


The Managers believe that the interest rate on the loan from Cayman Corp is on an arm's length basis and as such the interest payments are expected to be fully deductible for US tax purpose.


The interest payment from the US vehicle to Cayman Corp will be free from US Federal Income Tax and 30% withholding requirement.


Investment Thesis


This is an interesting independent market research that shows the demand and supply for the US lodging accommodation dynamics in the past 10 years and the next 3 years forecast.


Apart from the obvious demand drop during the GFC in 2009, the demand growth has actually exceeded the supply growth in 2013 and they are expecting the trend to widen in the next few years.


One of the reason cited is due to the rapid growth of construction and material costs, which means there are lesser incentives to build for new lodgings in the area, thus supply for hotels is expected to be moderate.


As for demand, the lower US Dollars should help to attract incoming foreign tourists into the country while domestic tourists demand is also expected to trend up with a correlation with the low unemployment rate.


Being a very much spending play, this will be dependent on the strength of the US economy in the next few years and how a recession could mitigate the drop to what we've seen back in 2009.








We often talk about Revenue per Available Room (RevPar) when we talk about hospitality industry, which is essentially the hotel's Average Daily Rate (ADR) multiplied by the factor of occupancy rate.


The management can play out a simulation of optimally balancing ADR in order to maximize the occupancy, usually a strategy taken to balance out off-peak and peak demand since the industry is so cyclical in nature.


From the graph below, you can see how strongly correlated is the RevPar to the US economy, so the question will still be how they can cope when the US economy takes a dive under at some stage.








Forecast Uptick on RevPar is dependent upon the strength of US economy expectation



Master Lease Agreement Structure


Unlike other industry like retail or commercials, most hotels, if not all are under a master lease agreement structure.


You can imagine how difficult it is to work out over 5,000 rooms of hotels if they are being structured individually under direct operated assets.


The Master Lease Agreement is catered specific to each of the 18 hotels in the portfolio and under each Master Lease Agreement , EH-Reit will receive rental payments with fixed and variable rent components.


The Fixed Rent comprises of 66% of EH-Reit total rent which provides downside protection while the Variable Rent is pegged to the Gross Operating Revenue and Gross Operating Profit which provides the organic growth.


Capital Structure and Prospective Yield (%)


As at listing, EHT is expected to have an aggregate leverage gearing of 38%.


This gives them a debt headroom of about $170m to fund their next acquisitions or AEI before they reach the statutory limit of 45%.


The weighted average debt maturity profile stands at 4.2 years and 75% of the borrowings are fixed, given the current climate of the low interest rate.


They are also expected to list at a forecasted 2019 annualized yield of around 8%, which is way higher than the hospitality reit we have here in Singapore because of the higher cap rate and more advantage tax structure in the US (via Cayman Island).



Conclusion


Overall, I think 8% is a decent yield to have for a US pure-play hospitality Reit because of the savings they can get from the US Federal Income and Withholding Taxes.


By listing it in the US, they might be subject to the Federal taxes which can add up quite a bit.


Still, I think being very cyclical and dependent on the US economy, this is a play on the macro-side. If you think the US economy will continue to do well over the next few years, then the 8% yield might provide some good returns in the next 3 to 4 years.


For me, I'm a bit on the wary side and if I wanted a US exposure, I'd rather get Manulife Reit for a commercial play at 7% yield where the lease reversion outlook are more clearer so likely I will sit this one out.


Thanks for reading.




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