Share price: 18.80
Common shares outstanding (0.60 SEK dividend last year): 343194505
Preferred shares outstanding (20 SEK annual dividend): 3600000
Real estate portfolio: 13.6B
Stock portfolio: 4.6b
Total interest-bearing debt: 10.4B
Alright, bear with me for the boring sum of the parts exercise for the first few paragraphs. I promise DRAMA, I promise DEALMAKING and I promise CATALYSTS.
Some numbers and facts
Corem is a Swedish real estate company with a mid-sized logistics portfolio and some stock holdings in other real estate companies, namely, at current market prices, 2.7B in Klövern (office), 1.6B in Castellum (office and logistics) and 250M in Entra (offices in Norway). It is controlled by real estate mogul Rutger Arnhult.
Corem’s own properties are on the books for 13.6B at a 5.7% yield. However, judging by a recent reference sale of logistics properties in Castellum, this could more accurately be market valued at 120% of book, should they opt to sell it all in a package deal.
In the summer of 2019, Corem themselves sold a minor city-focused portfolio of 4.2B at a yield of 5% to Blackstone. Corem’s remaining portfolio is centered around major cities (with Stockholm being more than half). This fall, Wihlborgs sold 1.4B worth of logistics to Blackstone at a 30% premium to book. The appetite for logistics deals in Sweden seems almost boundless.
In addition to yields falling precipitously in recent years, there is a sizable portfolio premium on these assets, especially when they are geographically clustered. For big foreign capital it is not worth to buy these objects individually, but it is very attractive to buy in bulk. As an alternative measure of this, listed Swedish logistics “pure play” giants Sagax and Catena both trade at huge premiums to book.
For Corem, latest reported EPRA NAV is 20.37 per share. Adjusted to market prices for shareholdings NAV would be 22.70. Additionally, adjusted down to a yield on par with the recent Castellum sale to Blackrock it would put NAV at 30.6. The preferred share can be viewed conservatively as debt or just as an annual drag of 0.21 SEK on the NAV. I will leave that judgement up to the reader.
But what is unique here?
Ok, so now we have taken a brief overview of the numbers. And I realize that I may have lost most readers – another real estate play at a discount. Those are a dime a dozen, and this is not even screaming cheap at a quick glance.
But what if I tell you that there is a bid of 18.60 on this company from the controlling shareholder? I will try to explain all the dynamics behind why there could be fireworks here.
The bid is a mandatory bid, triggered by the purchase of 5% of the shares from the third largest holder of stock. Number 2 is Arnhult’s brother, putting the two of them together at 70% of the shares. Him and his brother do not count as related parties (as opposed to a spouse or child), but I’m working under the crazy assumption that they are relatively aligned with each other.
Arnhult’s publicly stated intent is not to take the company private, rather he thought the shares were offered to him at an attractive price. The mandatory bid was just a necessary by-product of the purchase. While I am sure that he wouldn’t mind grabbing more shares at the price, I think this is a truthful statement. Covenants on Corem’s listed bonds prohibit a takeover by a non-public company, something which would also make an outright MBO more cumbersome. Additionally, that defeats the most compelling logic behind M&A in the sector – size and access to better financing terms.
The bid will not succeed in getting above 90%. I would be extremely surprised to see it get more than a few percent acceptance, since the market has swallowed huge amounts of stock just above the bid level in recent days.
Arnhult – a consolidator in waiting?
At this point a further presentation of Rutger Arnhult is warranted. Warren Buffett aficionados may be familiar with the name Gurdon Wattles, a businessman who pioneered cross shareholdings across numerous undervalued companies. It was a cheap way to get control of cash flows and direct them to buying other cheap assets and taking control over them in turn. This inspired Buffett’s early post-partnership career and allowed him to get control over among other companies like Blue Chip Stock, See’s Candies, Wesco and Berkshire Hathaway. Ultimately, this arrangement got him entangled in an SEC investigation due to nothing but the sheer complexity of it all and Buffett started slowly folding it all into the Berkshire that we know today.
Arnhult’s modus operandi is similar. But of course, in true real estate fashion there is also an added benefit of healthy doses of leverage, both private and at the public company level. His companies have been highly geared historically, but the leverage has moved down significantly in recent years.
Via his private holding company, M2 Holding, and Corem he gained control of Klövern in 2012 in a boardroom coup. Klövern has since both attempted and completed several mergers. Arnhult and his brother together control 45% of the stock and Arnhult is the CEO of Klövern.
Arnhult is certainly not a stranger to making plays for big mergers. He wanted to combine Corem and Sagax a decade ago but got rebuffed. Nevertheless, he held on to his roughly 10% stake in Sagax and has been rewarded with one of the very best performing stocks over the last 10 years. A couple of years later he took a stake in Diös, wanting to find a way to merge it with Klövern. No solution was found, and Arnhult exited soon after at a profit. Instead, he went on to fold a couple of smaller public players into Klövern.
Since 2017, Arnhult has steadily built a stake in the far larger Castellum, also partly via Corem and partly privately, reaching control of 18% of the shares today. At the next AGM in the spring, it looks like he will be voted in as chairman and take control of the company, despite protestations of the former chairwoman and possibly other board members. Concurrently, Arnhult will leave as chairman of Corem and CEO of Klövern.
The finance press is, in a diplomatic wording, mildly skeptical of Arnhult’s activities. Lately, he has been embroiled in a ruckus in, as the exiting chairwoman of Castellum accuses him of having a conflict of interest due to his financial interests in “competing” companies. In the last few months there has been even more scrutiny of his cross shareholdings and the presumed misalignment between him and outside shareholders. The fact that his companies tend to trade cheaper than peers – despite good historic performance – has even been dubbed the “Rutger discount”.
Castellum, the big elephant
Meanwhile, Castellum – one of the largest real estate companies in Sweden – has been engaged in a bidding war for a takeover of the third holding in Corem’s stock portfolio, Entra. After getting bested on their offer, Arnhult, signalled battle over.
As far as I can tell, Castellum could still in theory come back over the top, since an EGM has already approved of share dilution for this purpose. A merger might dilute Arnhult enough so that he doesn’t have the votes necessary in the spring anymore. As a defensive manoeuvre from an entrenched management, this might make sense. But it would be highly unusual and may only delay the inevitable. I put this down as a relatively low probability.
Arnhult’s ascension to the chairmanship in Castellum could be the beginning of his pivot from the cross-shareholding strategy to a consolidation and scale strategy. Much like Buffett was prompted by outside forces to change from his “wattling” days, the evolving financing terms in the Nordic real estate market has made both Klövern and Corem in some sense sub-scale.
Arnhult has historically used high gearing with mostly bank loans and preferred shares as a sizable amount of the equity. Bank loans are now substantially inferior – and harder to obtain – than bonds. And the market appetite for preferred issues is not the same as in years prior. So, the name of the game is to play the bond market. But to have entrance into the bond market on good terms you need a Moody’s Investment Grade rating. Neither Klövern nor Corem has this, nor are they close to obtaining it. But Castellum does.
Klövern, the problem child
When Klövern refinanced a bond during the summer, Arnhult complained about having to pay 100 bps more than comparable companies. A giant handicap in the RE world where cost of capital is everything.
In the fall, Klövern executed a capital raise via rights offering. This may have been prompted by the banks as a term for extending loans during the spring, giving Arnhult some leeway to delay the raise beyond the immediate covid crash. It could also be a pre-alignment of the capital structure with Castellum, avoiding the need for a refinancing in February 2021 on unfavourable terms and simplifying a coming merger by not having Klövern quite so aggressively geared.
Klövern after the capital raise has a 50% LTV with an added preferred share. Castellum is in the low 40s with no preferred issue. Castellum needs to be at 45% long-term to maintain their IG rating, so there is clear room for a deal.
Klövern is not ideally situated in the current environment and has a couple of office developments in NYC on top of that. However, on a relative basis Klövern’s valuation makes little sense. It is currently the statistically cheapest company in the sector on the entire Stockholm exchange. It even trades at a higher discount to NAV than hospitality pure play Pandox (22% vs 17%).
I think an all-share merger between Castellum and Klövern at 100% of NAV is a good fit for all involved. Klövern shareholders get out of a perennially discounted stock, Castellum achieves more size relatively cheaply, can refinance Klövern’s bonds on way better terms and gets some more geographical diversification which makes tapping the deeper Eurobond market more logical. Arnhult’s expressed preference for developments over bidding on properties on auction in the current environment also makes much more sense to drive under the large umbrella of Castellum with access to really cheap capital.
When asked about the possibility of a merger between Castelum and Klövern recently, Arnhult responded: “Under the right circumstances where all shareholders in all companies would gain equally, I wouldn’t be opposed”.
Corem, the safest play
But what about Corem? While Klövern might be first in line for a merger, Corem is a beneficiary of any structural changes with either Castellum, Klövern or Corem itself. It has great real estate assets but are kind of stuck at their current size, a long way away from achieving IG rating with relatively expensive financing for their portfolio risk level. Their assets are much more valuable to a larger player. The current arrangement just doesn’t make long-term sense.
They could sell their properties portfolio at top dollar and turn themselves into an investment vehicle. Or they could be folded into Castellum further down the line. I believe less in the MBO route, but it is also possible. Their own RE is low-risk and non-replicable as a portfolio. It is cheap on a break-up basis and in total has the largest exposure to my thesis of Arnhult pivoting his strategy.
Arnhult also loves the stock. He made big buybacks beginning in March 2020 (!) at above 20 SEK on average. And now there is an 18.60 mandatory bid being launched after him privately buying almost 5% of the stock. He has never triggered a mandatory bid before despite being close to or over 30% in Klövern and Corem for many years. Make no mistake: he thinks it’s a complete steal at these prices.
The mandatory bid runs until February 26. As these things go, some shareholders realize that they want to take the opportunity to liquidate an otherwise hard-to-move position. Thus, the shares have been locked in a trading range just above the 18.60 level ever since news of the incoming bid was announced. Since then, Klövern has moved up substantially in price (and Corem has locked in some unrealized gains from the capital raise). The logistics peers have also had good performance and the Castellum logistics portfolio sale further confirmed the hidden values in Corem.