The legendary real estate investor who’s one of Donald Trump’s few active business backers and now a top money man for the presumptive GOP nominee, rescued Neverland Ranch for Michael Jackson, and built a $2 billion REIT from scratch. He’s now playing on a far bigger stage.
Tom Barrack is merging Colony Capital (CLNY), the publicly-traded firm he founded a quarter century ago, with two leading property management and investment firms, NorthStar Asset Management (NSAM) and NorthStar Realty Finance (NRF). The transaction, announced on June 3rd, is a rare “merger of equals,” meaning that no participant is acquiring the other two. Instead, the shares in the newly-formed enterprise, Colony NorthStar, will be divided among the existing shareholders in proportion to the market caps each company contributes. All three have equity values between $2.1 billion and $2.4 billion; hence, the shareholders in each current entity will get around one-third of the equity in the new Colony NorthStar.
Nonetheless, Barrack, a legendary real estate dealmaker who through Colony has bought and sold movie studio Miramax and Fairmont Hotels, which was combined with international hotel chain Raffles, and his team aren’t giving up control. Barrack will serve as executive chairman and Colony chief Richard Saltzman––who, by the way, pioneered real estate securitizations at Merrill Lynch––taking the CEO position.
Most so-called “mergers” are really acquisitions, where the buyer pays a big premium to get the deal done––markups so big that only gigantic operating improvements can make the union successful for the purchaser’s shareholders. In this deal, investors in all three companies will benefit equally from what the combination promises: a far bigger, more diversified portfolio of investments, lower leverage, and a new strategy designed to substantially increase return on equity.
The new Colony Northstar deal will create a company $58 billion in assets under management, and rank a remarkable fifth on the list of the world’s largest independent real estate managers—standalone firms not owned by banks, insurers or pension funds. Only Brookfield, Blackstone, CBRE, and Invesco are bigger. During the conference call explaining the deal, the managers from all three firms outlined an intriguing new plan to lift profitability. The plan is no longer to hold majority stakes in big portfolios of properties. Instead, Barrack and his team want to identify six big investment areas, raise separate pools of capital, of which Colony would have a 20% equity position in each, and collect management fees on the rest. Colony NorthStar would raise the remaining four-fifths from outside investors ranging from big institutions to funds designed for retail investors.
Saltzman declined to name possible categories, though the likes of hotels and multi-family would seem probable candidates, but did provide an example of how the blueprint would work. Today, Colony runs a portfolio of light industrial buildings it calls CLIP. The total equity investment is $1.6 billion, with Colony holding 62%, or $1 billion. Under the new plan, Colony NorthStar would keep purchasing industrial properties, exclusively with money from outside investors, until the total cash invested totaled $4 billion. At that point, the firm’s $1 billion investment would represent not two-thirds, but the target of one-fifth, of the total investment. Instead of simply collecting rent on its share, and fees on the $600 million portion owned today by outsiders, Colony NorthStar would garner fees from managing an additional $2.4 billion in real estate. That extra income would raise its return on equity from an average or 13%, to 19%, a 40% improvement. As Saltzman said on the conference call, the plan is designed to “turbocharge return-on-equity.”
Meanwhile, Barrack is busy raising money for a real-estate-mogul turned presidential candidate. He first met Trump in 1988, when as a dealmaker for the Bass brothers of Texas, he sold the Donald the Plaza Hotel for over $400 million––with Barrack and the Bass’ getting the best of the deal. The Plaza sold for far less just a few years later.
In May, Barrack. 69, held a $25,000-a-plate gala for Trump at his Santa Monica estate overlooking the Riviera Country Club, an event that raised over $9 million. He’s also organized the first super PAC officially endorsed by the Trump campaign, and the best engine so far for raising the kind of money Trump will need in the general election. The PAC, Rebuilding America Now, has raised $32 million to date. Unlike Trump, Barrack––whose Kojak-slick pate contrasts with Trump’s high-baroque coif—cultivates a style, both in public and private, that’s soothing and self-effacing. It’s a winning persona, the opposite of the full-on barrage of a hurricane of a personality his buddy has used to clear his way to the GOP nomination, and his hoping to thrust him into the White House.