Brookfield is joining other institutions in expanding fundraising efforts to buy commercial property as higher interest rates have limited their ability to attract capital, including seeking out investors who want tax shields on their gains.
The Toronto-based conglomerate’s Brookfield Real Estate Income Trust is initiating a program to sell up to $1 billion of interests in private placements of Delaware Statutory Trusts that hold one or more properties, according to a Securities and Exchange Commission filing.
The DSTs can offer tax advantages, such as deferring capital gains taxes through a so-called 1031 exchange, named after the corresponding section of the U.S. tax code that allows investors to sell one property and reinvest the proceeds into another similar property.
The trusts mark a shift from Brookfield REIT's traditional means of raising capital through stock sales, as SEC filings show the pool of investors interested in equities has shrunk this year. In a DST, investors pool their money to own fractional interests in the trust, which holds title to a property or a small portfolio. The structure also lets investors access advantages of owning real estate without the management responsibilities associated with direct ownership.
Nontraded real estate investment trusts like Brookfield’s have been using DST programs lately to boost fundraising as capital inflow dwindled over the months that the Federal Reserve held borrowing rates at the highest levels in more than 15 years. The Fed cut rates by a half-percentage point last month, but analysts expect the effect on commercial property markets to play out slowly.
Public nontraded REITs reported about $4.2 billion of fundraising year to date through August, according to data from investment banking firm Robert A. Stanger & Co. Fundraising in 2023 was $10.2 billion, already way down from $33.2 billion in 2022.
Alternative investments popular
Kevin T. Gannon, chairman and CEO of Stanger, expects that fundraising by nontraded REITs will remain muted for the remainder of the year as other forms of alternative investments have been more popular.
That lack of demand is partly because nontraded REITs, though registered with the SEC, don't trade their common stock openly on a public exchange, making it harder for investors to cash out their shares. Nontraded REITs also limit how many shares they can buy back each quarter.
In the high-interest-rate environment of the past two years that has brought down commercial property values, investors have slowed their purchases of nontraded REIT stock.
Brookfield’s launch of a DST program is a smart move, Gannon said in an email to CoStar News.
It’s “another alternative for raising capital that ultimately is ... providing investors with better diversity and better opportunities to liquidate the holdings,” Gannon said. “It is a great estate planning device for investors holding appreciated real estate assets.”
DST fundraising has held steady over the past two years and is on a faster pace in 2024.
Sponsors completed $3.8 billion in DST offerings in 2023, according to CoStar data compiled from SEC filings. The offerings have almost matched that total this year through September, completing $3.7 billion in deals.
In addition, there are 172 active DST fund offerings from 70 different firms in the market that have raised $2.3 billion and are looking to raise an additional $6.1 billion, according to CoStar data.
In May, Ares Management said it was shutting down the public offering of common shares in its two nonlisted REITs and shifting them to private offerings. That move came as it reported success in raising more money through DST offerings. In 2023, Ares posted DST share sales totaling $762.4 million, according to SEC filings. The public sales of common stock in the firm’s two nontraded REITs raised a combined smaller amount of $403.9 million.
Last year, Starwood Real Estate Income Trust, the nontraded REIT of global investment firm Starwood Capital Group, launched a 1031 DST exchange program in an effort to boost lagging fundraising.
New York-based Brookfield REIT was the ninth largest nontraded REIT based on the net asset value of its property holdings of $1.8 billion as of the end of August, according to CoStar data. However, the REIT is not among the top 10 such REITs in raising money this year through August, according to Stanger data.
Brookfield REIT reported only $55.6 million in fundraising via stock sales through August, according to SEC filings. By comparison, Blackstone Real Estate Income Trust had brought in more than $1 billion. Blackstone REIT is the largest nontraded REIT based on the net asset value of its properties at $105 billion.
In its filing, Brookfield REIT said the DST program would allow it to expand and diversify its capital-raising strategies.
“We believe we are currently in the most attractive real estate investment environment in the past decade,” Dana Petitto, chief operating officer and portfolio manager for Brookfield REIT, said in an email. The environment is “driven by interest rates having peaked and now on the decline, which has led to increased transaction and capital markets activity.”
Need for capital
As investors have sat on the sidelines through the past couple of years, liquidity, or the need to hold cash, is at a premium, Petitto said.
“Undercapitalized owners who need to sell assets to repay maturing debt, or finance capital projects, find there are few buyers and many competing assets for sale,” she said. “This allows investors with access to capital — like Brookfield — the ability to select the very best assets without needing to compete on price with other buyers.”
Brookfield REIT intends to use the net offering proceeds from the DST program to build on its investment liquidity by repaying debt and reducing its borrowings.
“We’re starting our DST program in the multifamily sector, but have the investment sourcing and operating capabilities to expand the program to other sectors,” Petitto said.
As of the end of August, 68% of Brookfield REIT’s real estate properties consisted of rental housing; 24% were net-leased properties; 5% were logistics distribution centers; and 3% were offices, according to its SEC filings.
By acquisition price, Brookfield REIT’s largest apartment holding is the 490-unit Briggs & Union Apartments in Mount Laurel, New Jersey, that it acquired for $158 million in April 2022, according to CoStar data.