Exhibit 4 - SURS · $4.7B; Number of Existing Real Estate Funds. 17 funds globally; 10 funds...

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Brookfield Strategic Real Estate Partners II Carlyle Realty Partners VII Blue Vista Real Estate Partners IV Crow Holdings Realty Partners VII Location - Headquarters / Team Main: New York Other locations: Toronto, London, Rio de Janeiro, Sydney, Dubai, Honk Kong, Mumbai Main: Washington, D.C. Other locations: New York, Los Angeles, San Francisco Main: Chicago Other locations: Fort Wayne, IN Main: Dallas Ownership Structure Public company; directors and senior management own 20% of common shares Public company; three co-founders, Global Partners, and minority investors own 79% of common shares Peter Stelian (37.5%), Robert Byron (37.5%), Allied World Financial Services (25%) Indirectly through intermediate subsidiaries, select members of management team and various affiliates of Crow Family Holdings Recent / Pending Litigation Nothing material Nothing material Filed suit against two former employees for taking confidential materials from firm; judge ruled in firm's favor (settlement pending) None Key Firm Employees Bruce Flatt, Jeff Blidner, Barry Blattman, Ric Clark, Brian Kingston, Brian Lawson, John Stinebaugh Dan D'Aniello, Bill Conway, David Rubenstein, Rob Stuckey Peter Stelian, Robert Byron, Paul Sorensen, Laurie Smith, Irene Moroko, Dan Reynolds, Jason Schwartz Anne Raymond, Bob McClain, Kevin Bryant, Dan Feeney, Carlos Rainwater, Dodge Carter Dedicated Senior Fund Professionals 13 (67 total fund employees, 28,000 total employees) 11 (80 total fund employees, 1,650 total employees) 23 (23 total fund employees, 37 total employees) 34 (60 total fund employees, 60 total employees) Average Fund Professional Experience 21 years 21 years 15 years 14 years Firmwide AUM as of June 30, 2014 $200B $203B $685M $6.5B Total RE AUM as of June 30, 2014 $109B $13.2B $685M $4.7B Number of Existing Real Estate Funds 17 funds globally 10 funds globally 6 funds 4 funds Fund Target / Closed To Date $7B / First close in April anticipated to be $4-5B $3B / $3B ($4B cap) $400M / $225M $1B / $518M Expected Final Close 2Q/3Q; six-month fee holiday if close by May 29 2Q 3Q 3Q Investment Style Opportunistic Opportunistic Value-Add Value-Add Geographic Focus 50% U.S. / 50% Europe, Asia-Pacific (Australia), and South America (Brazil) Diversified U.S. Diversified U.S. Diversified U.S. Property Type Focus No specific targets; invest where they have specialized knowledge and competitive advantages Diversified, including senior housing, for-sale residential, and development Diversified, including self storage and development Diversified, including convenience & gas, and development Return Target (Net) / Equity Multiple 16% / 1.8x 15-20% / 1.5-2.0x 15% / 1.5x 10-11% / 1.7x Primary Sources of Deal Flow Regional and Sector heads, along with operating platforms Sourcing principals are assigned specific responsibilities in target markets and sectors Large network of sponsors and operating partners nationally Senior management relationships, brokerage community SURS Non-Core Real Estate Search Summary of Direct Fund Finalist Candidates April 2015 Organization / Team Strategy / Process Assets Exhibit 4

Transcript of Exhibit 4 - SURS · $4.7B; Number of Existing Real Estate Funds. 17 funds globally; 10 funds...

Page 1: Exhibit 4 - SURS · $4.7B; Number of Existing Real Estate Funds. 17 funds globally; 10 funds globally. 6 funds; 4 funds. Fund Target / Closed To Date; $7B / First close in April anticipated

Brookfield Strategic Real Estate Partners II Carlyle Realty Partners VII Blue Vista Real Estate Partners IV Crow Holdings Realty Partners VII

Location - Headquarters /

Team

Main: New York

Other locations: Toronto, London, Rio de Janeiro,

Sydney, Dubai, Honk Kong, Mumbai

Main: Washington, D.C.

Other locations: New York, Los Angeles,

San Francisco

Main: Chicago

Other locations: Fort Wayne, INMain: Dallas

Ownership StructurePublic company; directors and senior management

own 20% of common shares

Public company; three co-founders, Global

Partners, and minority investors own 79% of

common shares

Peter Stelian (37.5%), Robert Byron (37.5%), Allied

World Financial Services (25%)

Indirectly through intermediate subsidiaries, select

members of management team and various

affiliates of Crow Family Holdings

Recent / Pending

LitigationNothing material Nothing material

Filed suit against two former employees for taking

confidential materials from firm; judge ruled in

firm's favor (settlement pending)

None

Key Firm EmployeesBruce Flatt, Jeff Blidner, Barry Blattman, Ric Clark,

Brian Kingston, Brian Lawson, John Stinebaugh

Dan D'Aniello, Bill Conway, David Rubenstein, Rob

Stuckey

Peter Stelian, Robert Byron, Paul Sorensen, Laurie

Smith, Irene Moroko, Dan Reynolds, Jason

Schwartz

Anne Raymond, Bob McClain, Kevin Bryant, Dan

Feeney, Carlos Rainwater, Dodge Carter

Dedicated Senior Fund

Professionals

13 (67 total fund employees, 28,000 total

employees)

11 (80 total fund employees, 1,650 total

employees)23 (23 total fund employees, 37 total employees) 34 (60 total fund employees, 60 total employees)

Average Fund

Professional Experience21 years 21 years 15 years 14 years

Firmwide AUM as of

June 30, 2014$200B $203B $685M $6.5B

Total RE AUM as of

June 30, 2014$109B $13.2B $685M $4.7B

Number of Existing Real

Estate Funds17 funds globally 10 funds globally 6 funds 4 funds

Fund Target / Closed To

Date

$7B / First close in April anticipated

to be $4-5B$3B / $3B ($4B cap) $400M / $225M $1B / $518M

Expected Final Close2Q/3Q; six-month fee holiday if close by

May 292Q 3Q 3Q

Investment Style Opportunistic Opportunistic Value-Add Value-Add

Geographic Focus50% U.S. / 50% Europe, Asia-Pacific (Australia),

and South America (Brazil)Diversified U.S. Diversified U.S. Diversified U.S.

Property Type Focus

No specific targets; invest where they have

specialized knowledge and competitive

advantages

Diversified, including senior housing, for-sale

residential, and developmentDiversified, including self storage and development

Diversified, including convenience & gas, and

development

Return Target (Net) /

Equity Multiple16% / 1.8x 15-20% / 1.5-2.0x 15% / 1.5x 10-11% / 1.7x

Primary Sources of Deal

Flow

Regional and Sector heads, along with operating

platforms

Sourcing principals are assigned specific

responsibilities in target markets and sectors

Large network of sponsors and operating partners

nationally

Senior management relationships, brokerage

community

SURS Non-Core Real Estate Search

Summary of Direct Fund Finalist Candidates

April 2015

Org

an

izati

on

/ T

eam

Str

ate

gy / P

rocess

Assets

Exhibit 4

Page 2: Exhibit 4 - SURS · $4.7B; Number of Existing Real Estate Funds. 17 funds globally; 10 funds globally. 6 funds; 4 funds. Fund Target / Closed To Date; $7B / First close in April anticipated

Brookfield Strategic Real Estate Partners II Carlyle Realty Partners VII Blue Vista Real Estate Partners IV Crow Holdings Realty Partners VII

SURS Non-Core Real Estate Search

Summary of Direct Fund Finalist Candidates

April 2015

Value Creation Process

Use expertise of operating platforms, utilizing

leasing, refurbishment, development, construction

and property management teams; apply corporate

finance, M&A, and restructuring experience

Maintain control over all major decisions; outline

steps needed to achieve targets, focus on steps with

active management, sell in disciplined manner

Invest jointly with local operators in need of capital

($2-$15M which are too small for most institutional

investors); provide GP co-investment capital and

participate in carry

Uncover opportunities to increase cash flow; expand

under-utilized sites; reposition "broken assets";

invest in recovering markets; buy below replacement

cost

Expected Number of

Investments

Typically larger investments, but number will vary

based on opportunity150-200 60 50-70

Expected Investment

Level Leverage50-65% 60-70% 60-70% 65% cap

Sponsor Co-Investment

($)At least $2B Up to $120M $5M

$5M GP commitment, plus $100M minimum from

Crow Family Holdings

Sponsor Co-Investment

(%)28.6% Up to 3% 2% 0.50%

Management Fee %1.5% on committed capital during investment

period, thereafter, 1.5% on invested capital

1.5% on committed capital during investment

period, thereafter, 1.5% on invested capital

1.5% on committed capital during investment

period, thereafter, 1.5% on invested capital

1.5% on committed capital during investment

period, thereafter, 1.5% on invested capital

Carried Interest20% of profits after 9% preferred return;

60/40 catch-up

20% of profits above 9% preferred return; 80/20

catch-up

20% of profits above 8% preferred return;

80/20 catch-up

20% of profits after 9% preferred return;

50/50 catch-up

Advantages

▪ Significant alignment of interests

▪ Scale and expertise to invest in large deals

▪ Solid track record with few losses of capital

▪ Fee holiday would save SURS $262,500 in

management fees

▪ Successful, 18-year track record

▪ Significant alignment of interests

▪ 90% of team at Carlyle for more than decade

▪ Unique strategy (supplying operator capital)

▪ Smaller investments, less competition

▪ Ability to share in carry on GP co-investments

▪ Not vertically integrated, providing better deal flow

▪ Solid track record/no funds have lost capital

▪ Strong alignment from Crow Holdings

commitment

Concerns

▪ Several pools of real estate capital/potential for

conflicts

▪ Potential conflicts (fees) from being vertically

integrated

▪ Many expected investments/impact on resources

▪ Debt limit at Fund level, but not at asset level,

potential for cross-collateralization

▪ Potential for headline risk

▪ Less control in decision-making process

▪ Significant team turnover in 2014/key person risk

▪ Solid track record, but no realizations from Fund

III yet

▪ Only one office, which could lead to more reliance

on local operating partners

▪ Debt limit at Fund level, but not at asset level,

potential for recourse debt

* Terms and fees are based on a $35 million commitment

Oth

er

Term

s / F

ees *

Str

ate

gy / P

rocess, C

on

t.Exhibit 4