The difference between an average & excellent real estate acquisition
When we enter “real estate acquisition definition” into Google, we get close to 21,000,000 results with no real clear definition. Acquisitions, M&A, and real estate investing appear much easier to define.
During these transactions, the focus is to either gain control or interest in real property and assets. This applies to real estate corporate M&A and REIT public-private transactions.
Site identification, financial modeling, and execution (ie, “follow-through”) are all crucial to closing a real estate transaction.
Strategic planning, identifying/ analyzing opportunities, negotiating terms, and understanding risks are even more important during an acquisition. Luckily, Cornell University provides some clarity on what acquisitions actually entail, calling real estate acquisition managers “masterminds.”
We think acquisitions are both part art and part science.
A quick search on Indeed.com revealed a shortage of masterminds, with over 4,500 open positions in real estate acquisitions.
We believe the shortage of people in the acquisitions field will continue to grow as more capital chases investments in US real estate. Bottom line, folks in the industry will be forced to handle more work with less people.
It’s no secret, foreign investment into US real estate has increased.
According to Forbes, only 1% of Chinese insurer assets are invested overseas and of that, only a fraction is invested in U.S. real estate. Since Chinese investment in 2016 totaled over $13.1 billion, we wanted to highlight best practices in acquisitions should real estate acquisition volume and sizes increase in the coming years.
These lessons are not unique to improving your acquisition process for the US alone. If you are looking to acquire real estate in London, Lagos, or Louisville, the process is the same.
Think about it.
Whether you’re into 5k’s, half-marathons, or ultramarathons, to run a faster race, you need to run a faster mile. No matter the volume of your “work,” you need to be really good at the fundamentals.
That’s what we want to share here: how to run that first mile as fast as you can.
How can you help invest $1 billion of foreign capital into a portfolio if you struggle to close on a $22 million single asset purchase?
Based on consultants and organizations we’ve worked with during transactions, a “buyer” or acquisition team could end up having 31 different organizations “on the team.” Imagine if you had three separate deals underway at once. You could have 93 companies, possibly over 100 individuals, to communicate with over a short window of time.
While not every acquisition would require all of these types of organizations listed under the “Specialities” category, we believe span of control is critical to successfully coordinating with so many groups across the multiple acquisition opportunities at once.
To help organize the acquisition effort, we created a starter kit for you! Included is a functional spreadsheet to track your team roster and key dates through underwriting and due diligence.
Within the file, you will find links to a list of Seller documents you should request as well as an org chart for your external acquisition team.
Speed to execution is key.
When underwriting a new acquisition, establishing key dates and information will help set expectations.
There is a difference between overnight shipping, two-day air, and five-day ground. Costs, techniques, key players all vary among each shipping method. The same goes for real estate.
Closing a 100-asset portfolio across multiple markets in less than 30 days is much different than taking 90+ days to close a single asset purchase. We have seen challenges with both types of transactions.
Having a simple process can keep your team, and outside vendors, on task to quickly manage their growing workload, obligations, and most importantly your deadlines.
“The first rule of any technology used in a business is that automation applied to an efficient operation will magnify the efficiency. The second is that automation applied to an inefficient operation will magnify the inefficiency.”
– Bill Gates
Take email, while a great technology, it can create untold chaos.
What happens when communication guidelines are not established and information is passed haphazardly?
“Did you see my email?”
“Sorry I have 300 unread messages, I’m playing catch up.”
“I never got that email.”
“It must have ended up in my spam folder.”
“Can you resend that attachment, I can’t find it.”
“Where is that contract document?”
Here is how we try to solve this communication challenge and others during the acquisition process.
Our typical initial questions when preparing for any new real estate acquisition include:
- Is there a signed letter of intent (LOI)?
- Has a purchase and sale agreement (PSA), aka contract, been signed?
- When does due diligence/ access to the asset start?
- When does due diligence end?
- Has an investment committee meeting (ICM) date been decided?
- What is your target closing date?
Whatever the method you use to gather this information, make it consistent.
Maybe you make a phone call to the team lead, maybe you have a template email, maybe a Google Form, maybe a hard copy 1-pager. Just keep it simple! We use these details and dates to build a timeline or preliminary schedule.
We like to break the acquisition “project” into three distinct phases or stages:
This three act structure happens to be the brainchild of author Steven Pressfield. Simple, effective, and, most importantly, it works for us.
Initiation Stage – Planning & Preparation
At this point in the transaction, usually a PSA is being negotiated and due diligence is about to start. However, you could use this same process throughout underwriting if you are preparing an initial bid for the asset(s).
You would be surprised how hard it can be, early on in the process, to get a list of the names, address, and details for each asset in the portfolio. We recommend triple checking the data. There is a good chance that your spreadsheets, 88% of them actually, contain errors.
Based on our “org chart” of the various members on the “Buyer’s team” and our experience, communication and coordination can be a challenge. As a result, we created a roster to help coordinate among the team players.
It pays to be explicit on what the transaction requires from a due diligence perspective.
- What kind of reports and documents can be reused?
- What will the lender require?
- What will the Investment Committee require to get comfortable with the transaction?
- Does our partner have any concerns about the asset?
- Who is the lead point-person for each group involved with the deal?
- Do we have everyone’s contact information?
- Who is a backup point-person?
- What is our underwriting/ due diligence budget?
Sometimes historical documents can be used in lieu of engaging new consultants. Just remember, use those “seller-provided” docs at your own risk. In our experience, consultants will at times exhibit a bias toward the company who pays their bills.
Bottom line, you want to figure out what you need to move the acquisition forward.
Property Condition Assessments (PCAs), Environmental Site Assessments (ESAs), Appraisals, and Surveys are usually the most common services. While the number of consultants you can engage are numerous, the way in which you engage each consultant should be standardized.
We recommend a simple, yet effective way request a proposal (RFP):
Subject: Batman Building, PCA RFP
Can you please submit a proposal by July 28, 12 p ET for completing a PCA at the below asset?
333 Commerce Street, Nashville, TN 37201
We need drafts delivered by August 28, 12p ET.
Final reports should be completed by September 6, 12p ET.
Please email with requests for additional information.
Copy the template below to start using right now!
Subject: [Portfolio/ Asset Name, Service] RFP
Can you please submit a proposal by [Month, Day] [Time] for completing a [PCA, ESA, Appraisal, Survey, etc] at the below asset[s]?
[Asset Name, Address]
We need drafts delivered by [Month, Day] [Time, Time Zone].
Final reports should be completed by [Month, Day] [Time, Time Zone].
Please [call, email, submit via XYZ] with requests for additional information.
The risks typically associated with vintage multifamily assets can be quantified from a high level. Senior living, industrial, office, hospitality, etc all have risks unique to how they are designed, constructed, maintained, and operated.
If you repeatedly acquire any of these asset types, you hopefully have a set of lessons learned or risks associated with the asset itslf. It goes without saying, each asset will have additional risks that are specific to their current/ past owners, their environment, as well as their original design and construction.
Knowing the business plan, the hold period and other information within the underwriting, can help focus the team during the acquisition process. Since time is the one resource we can never replace, why not spend your limited amount of due diligence on the areas that matter most.
We recommend sharing the right information with the right people on your team. It sounds so simple, but you would be surprised how difficult the transfer of good, timely information occurs.
Received information and disclosures are crucial. We use a checklist of documents to review regarding the physical condition of the asset. While financials are key to the investment success, if your asset is poorly maintained, or worse already falling apart, no amount of rent increases will help you out.
It pays to know what is important to the Buyer’s team. This information will help you execute the transaction with the mental ‘space’ to proactively solve problems and overcome challenges.
“What is important is seldom urgent and what is urgent is seldom important.”
– Dwight Eisenhower
There are plenty of resources out there for learning how to distinguish the difference between urgent and important tasks. By establishing guidelines, team roles, key pain-points, and preferred timelines early on in the acquisition, you will be able to focus on important tasks without them becoming urgent.
Plus, you will know which urgent/ not important tasks to avoid.
Execution Stage – Data Collection
After you understand the timeline, gather the right historic information, and start engaging outside parties, it is time to get after it.
We run through a mental checklist of items similar to these questions:
- How frequently does the team need to communicate? Daily, weekly, etc?
- Who is visiting the asset and when?
- Do you have authorization for access?
- Do you have appropriate certificates of insurance (COI) for vendors visiting the property?
- Do all vendors need to visit at a specific date or time (ie, is access restricted/ limited)?
- What can you learn about the property from open sources and satellite imagery?
- Is there a common “data room” to store information gathered [ie, Box, DropBox, etc]?
- Does your acquisitions team use a standard template for reporting information from a property tour?
Too often we see groups glance over the needed capital improvements (aka ‘capex’) and deferred maintenance by plugging in allowances that at times seem to be nothing more than WAGs.
Specific environmental, site, or physical building concerns can vary. From an abandoned underground storage tank, to improper zoning, to 50-year old elevator equipment, the number and types of specific challenges should be evaluated for each asset.
The main purpose of this stage is to observe and gather as much detailed information available that is specific to the asset.
Review Stage – Analysis & Improvements
The main goal of this stage is to think. Review the draft reports, budgeted capex, business plan assumptions.
Are there outliers or common concerns that previously were unknown?
We notice that sometimes our assumptions are ‘off’ and need updating. Other times, new information causes a change in underwriting, maybe even killing the deal.
This stage also requires the most creativity. Mitigating the identified risks can be challenging due to limitations in funding, cash flow, timelines, or even environmental conditions.
Here is where the pieces come together.
How did your findings compare to typical risks planned for during the initiation stage based on the asset type?
- Is there anything about the asset that is frightening?
- What is the Seller not telling us?
- Are we competing with others or with ourselves, including our process and our underwriting standards?
Even after the transaction closes, there is still work to do.
After action reports (AARs) are how we grade both the team’s and our progress. With 24-hour new cycles, Facebook feeds, Game of Thrones marathons, etc, the opportunity to pause and reflect can be challenging these days.
While AARs can follow almost any standard format, it helps us to think generally about what went well and what was a struggle during the acquisition “project.”
- Are we accomplishing more work in less time?
- Does our process need revising?
- How do we increase the volume of our work without sacrificing quality?
We try to evaluate our own performance, including the accuracy of our assumptions, the precision of our timeline, and the frequency of our communication. We confess, we probably struggle the most in proactively communication status, progress, and challenges.
Just like a member on any team-sports, business, or otherwise-we all have a role to play.
“Do your job” is more than a catchy mantra. It is a process that has won the Patriots five Super Bowls, while appearing in seven in recent history.
So what does it all mean….
A great acquisition process has standardized (and consistent) steps that help any team improve with each attempt.
Establish key players, deadlines, historical data, underwriting assumptions, typical risks.
Coordinate with key players, monitor deadlines, update site specific information, identify risks.
Review typical v. actual risks, improve/ revise assumptions, evaluate overall process for improvements/ lessons learned with After Action Reports.
To help organize the acquisition effort, we created an acquisitions starter kit for you. Included is a function spreadsheet for your team roster and key dates to track in due diligence. Within the file, you will find links to a list of Seller documents you should request as well as an org chart for your external acquisition team.
Sign up for our VIP list here to learn more and receive the due diligence checklist to improve your underwriting and watch out for these problem areas.
What did we miss?
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