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Eduzan / 08 Alternative Investments

ALT 3 – Investments in Real Estate through Publicly Traded Securities

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Real estate used to be an asset class for the very largest investors only. Buying a shopping centre or an office tower directly requires capital in the tens or hundreds of millions, specialist operating knowledge and a willingness to hold an illiquid position for years. Securitisation changed that. By packaging property ownership and property lending into exchange-traded shares and bonds, the market made an entire asset class reachable by investors of any size.

Three families of security dominate the listed market, but they sort into only two economic camps. An equity REIT and a real estate operating company both give the holder an equity claim on buildings. A mortgage REIT sits with mortgage-backed securities instead, because it makes or buys loans rather than owning property, so it gives the holder a debt claim on mortgages secured by buildings.

Real estate investment trusts

A real estate investment trust owns, finances and, within limits, develops income-producing property across a range of sectors. What separates a REIT from an ordinary property company is a bargain with the tax authorities: the entity accepts a set of qualification rules, the most visible of which is an obligation to distribute most of its taxable income, and in exchange it escapes tax at the entity level. In most jurisdictions this works either by allowing dividends paid to be deducted from income, which drives taxable income close to zero, or by exempting qualifying REITs from corporate income tax outright. Most REITs are required to pay out 90% to 100% of taxable income to shareholders.

REITs divide into two economically different groups. An equity REIT owns buildings and collects rent. A mortgage REIT makes or buys loans secured on real estate and collects interest. The valuation tools in this reading are built around equity REITs, because their earnings come from property operations rather than from a spread on lending.

Real estate operating companies

A real estate operating company is an ordinary taxable property company. It pays corporate income tax like any other business, and in return it faces none of the REIT restrictions. A property business ends up structured as a REOC rather than a REIT for one of three reasons: it operates in a country that has no tax-advantaged REIT regime; it does a large amount of development of property built for sale rather than for rent; or it earns significant income from activities that would not qualify under REIT rules, such as brokerage or managing property owned by third parties.

Mortgage-backed securities

Mortgage-backed securities are securitised debt obligations that pass through the cash flows of a pool of mortgage loans. Where the underlying loans are secured on homes, the security is a residential mortgage-backed security. Where they are secured on income-producing commercial property, it is a commercial mortgage-backed security. The two differ sharply in granularity. A residential pool commonly contains thousands of individual loans, so its behaviour is statistical. A commercial pool typically holds somewhere between about 100 loans and, where a single asset is very large, as few as one loan, so its behaviour is driven by the credit of a small number of named borrowers and buildings.

It is easy to overstate the size of the listed equity market. The market value of real estate debt securities, and of RMBS in particular, greatly exceeds the market capitalisation of publicly traded real estate equity securities. Alongside the listed market sits a substantial private one: private REITs, private REOCs, privately held mortgages, private debt issues and bank debt. Many private equity partnerships in real estate set up a private REIT as the vehicle that actually holds their income-producing buildings.

Figure 1: The listed real estate universe
Real estate securities Equity claim on buildings Debt claim on mortgages Equity REITs REOCs Mortgage REITs RMBS CMBS Own property Taxable Hold loans Residential Commercial A mortgage REIT sits with the debt claims, not the equity claims, despite its name
The split follows economic substance, not the security’s legal family. Equity REIT and REOC holders own the buildings and bear property risk. Mortgage REIT, RMBS and CMBS holders own claims on loan repayments and bear credit and prepayment risk instead, even though a mortgage REIT is legally a REIT.
End of lesson.