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Seritage Wants to Sell Its Portfolio in Pieces, and REITs Are Raising Less Capital

July 15, 2022

Seritage Growth Properties wants to liquidate its portfolio of 161 retail, residential and mixed-use properties around the U.S. After studying strategic alternatives, its board of trustees determined that selling assets, distributing the net proceeds to shareholders and dissolving the company would achieve the best value for shareholders.

At least two-thirds of all outstanding common shares of the company must approve the plan. Experts say the deal will pass given it has the approval of one of the company’s biggest shareholders, former Sears chair Edward Lampert.

The trustees don’t expect to sell the portfolio to one buyer in a mammoth deal. “Pursuing multiple transactions with different potential buyers for assets or groups of assets may present the best opportunity to maximize shareholder value,” said president and CEO Andrea Olshan.

Seritage also has appointed Adam Metz as chair to help oversee the planned dispositions.

Seritage was created when Sears spun off its real estate holdings into a separate company in 2015. The company said that as of March, it no longer had any exposure to Sears or Kmart leases.

REITs Are Raising Less Capital

To raise capital right now REITs would have to issue equity at unfavorable valuations or refinance debt at high interest rates and widened spreads. So they’re doing less of it.

According to NAREIT, U.S. REITs raised $13.6 billion in the second quarter of 2022, down from $27.5 billion during the same period in 2021. About $7 billion of the second-quarter-2022 capital came from secondary common equity, $320 million from secondary debt offerings and $6.3 billion from at-the-market stock offering programs.

NAREIT attributed the year-over-year decline to a lack of available affordable secondary debt and a decline in preferred stock offerings. The $320 million of debt issued was the lowest since the third quarter of 2011, when REITs issued $250 million in debt offerings.

ATMs, though, hit a record last year and are continuing the pace. The $21.8 billion issued for the full year 2021 was an all-time high, up from $11.1 billion in 2020. During the first half of 2022, REITs issued $11.5 billion in ATMs. Under a traditional offering, a REIT would offer a fixed number of shares at a set price. By contrast, an ATM allows a REIT to release a certain number of shares into the marketplace when its stock hits a price that’s desirable.

Meanwhile, in the first quarter of 2022, REITs acquired $19 billion in property and sold $7.9 billion. For the full year 2021, they acquired $114.1 billion and sold $46.3 billion. Retail led first-quarter-2022 acquisition volume, at $5.2 billion.

By Brannon Boswell

Executive Editor, Commerce + Communities Today

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