Back in the fall of 2006, almost twenty years ago, Sam Zell's Equity Office Properties Trust announced that it had entered into a definitive agreement to be acquired by Blackstone Real Estate Partners, in a transaction valued at approximately US$36 billion. This was a massive deal at the time, so much so that Sam Zell would later come to the University of Pennsylvania, where I was in grad school at the time, to talk to real estate students about how smart he was.
The transaction closed in 2007 and, in hindsight, it looked like he had timed the peak of the real estate market perfectly. But in all fairness, when asked about his clairvoyant timing, his response was that he had no idea (probably with a strong expletive somewhere in the middle). His honest answer was that Blackstone simply offered him a price for the portfolio that was greater than their own internal valuation, and so he accepted it.
Another question that he was asked went something like this: "Blackstone is likely going to break up the portfolio, sell off the assets individually or in chunks, and make boatloads of money. Why didn't you just do that?" Despite the peak-market timing, this statement ended up being true. Blackstone generated something like a $7 billion profit on the deal.
But Sam's response was that he couldn't. He cited an esoteric IRS rule that stipulates that once a REIT decides to sell all of its assets and formalizes a liquidation plan, it has a 24-month window to do so, or else get hit with additional corporate taxes. Regardless of the specific IRS section, his reasoning was simple: you never want to be a seller when buyers know you need to sell by a certain time.
This is, of course, intuitively true. Negative leverage is bad in negotiations. In other words, it is highly unlikely that Sam could have generated the same $7 billion profit. I mean, as far as I can tell
This example, by Matt Levine, is a funny way to understand how many negotiations work:
In negotiations, it is often helpful to have someone else, some “absent principal,” to blame for your position. You go to a car dealership, the salesperson says “this car costs $25,000,” you say “I want to pay $21,000,” she says “I like you, I want you in this car, but my boss won’t let me go lower than $24,000,” you say “$22,000,” she says “I really want this to work out, let me check with my boss,” she goes into the break room and watches TikToks on her phone for five minutes, she comes back and says “my boss is really mad at me but I talked him down to $23,500.”
The boss is a crutch, an excuse. The salespersonis adversarial to you — she wants to charge more, you want to pay less — butwants you to feel like she’s on your side, so you trust her and agree to her proposals.
Now, Matt ultimately goes on to talk about how in some situations, such as in the financial industry, this could be considered criminal behavior. But that's a more nuanced topic for his column, and not for this blog. Here, we're just going to use it as a lead-in to say that negotiating is kind of important for real estate.
I came across this interview with Warren Buffet over the weekend. It's not new. But he does say some interesting things about how to negotiate. We all have to negotiate things in life. And we all have different approaches. Warren's approach is both simple and consistent:
"I say what I'll do."
"And I don't do anything else."
What I love about this approach is that it's expedient. And I value speed over most other things. But for it to work, you need to be consistent at it. People need to know you're for real. And you also need a counterpart that is motivated to make things happen. That's not often the case.
Fewer games. More action. That's what I like about it.
Back in the fall of 2006, almost twenty years ago, Sam Zell's Equity Office Properties Trust announced that it had entered into a definitive agreement to be acquired by Blackstone Real Estate Partners, in a transaction valued at approximately US$36 billion. This was a massive deal at the time, so much so that Sam Zell would later come to the University of Pennsylvania, where I was in grad school at the time, to talk to real estate students about how smart he was.
The transaction closed in 2007 and, in hindsight, it looked like he had timed the peak of the real estate market perfectly. But in all fairness, when asked about his clairvoyant timing, his response was that he had no idea (probably with a strong expletive somewhere in the middle). His honest answer was that Blackstone simply offered him a price for the portfolio that was greater than their own internal valuation, and so he accepted it.
Another question that he was asked went something like this: "Blackstone is likely going to break up the portfolio, sell off the assets individually or in chunks, and make boatloads of money. Why didn't you just do that?" Despite the peak-market timing, this statement ended up being true. Blackstone generated something like a $7 billion profit on the deal.
But Sam's response was that he couldn't. He cited an esoteric IRS rule that stipulates that once a REIT decides to sell all of its assets and formalizes a liquidation plan, it has a 24-month window to do so, or else get hit with additional corporate taxes. Regardless of the specific IRS section, his reasoning was simple: you never want to be a seller when buyers know you need to sell by a certain time.
This is, of course, intuitively true. Negative leverage is bad in negotiations. In other words, it is highly unlikely that Sam could have generated the same $7 billion profit. I mean, as far as I can tell
This example, by Matt Levine, is a funny way to understand how many negotiations work:
In negotiations, it is often helpful to have someone else, some “absent principal,” to blame for your position. You go to a car dealership, the salesperson says “this car costs $25,000,” you say “I want to pay $21,000,” she says “I like you, I want you in this car, but my boss won’t let me go lower than $24,000,” you say “$22,000,” she says “I really want this to work out, let me check with my boss,” she goes into the break room and watches TikToks on her phone for five minutes, she comes back and says “my boss is really mad at me but I talked him down to $23,500.”
The boss is a crutch, an excuse. The salespersonis adversarial to you — she wants to charge more, you want to pay less — butwants you to feel like she’s on your side, so you trust her and agree to her proposals.
Now, Matt ultimately goes on to talk about how in some situations, such as in the financial industry, this could be considered criminal behavior. But that's a more nuanced topic for his column, and not for this blog. Here, we're just going to use it as a lead-in to say that negotiating is kind of important for real estate.
I came across this interview with Warren Buffet over the weekend. It's not new. But he does say some interesting things about how to negotiate. We all have to negotiate things in life. And we all have different approaches. Warren's approach is both simple and consistent:
"I say what I'll do."
"And I don't do anything else."
What I love about this approach is that it's expedient. And I value speed over most other things. But for it to work, you need to be consistent at it. People need to know you're for real. And you also need a counterpart that is motivated to make things happen. That's not often the case.
Fewer games. More action. That's what I like about it.
, Blackstone didn't sell the last office building from the portfolio until 2018, over a decade later.
I was reminded of this principle when reading Prime Minister Carney's speech to the World Economic Forum this week. (This entire post was the best real estate segue I could come up with.) If you haven't read or heard it yet, I would strongly encourage you to do so. Leverage is crucial in negotiations, and it's best to do everything you can to manufacture it.
In fact, when I was in grad school, my mentors used to always say to me, "everyone should take a negotiating class." And so I went and did that. It was a lot of fun. I remember us being given "positions", and then we'd have to go out and see what we could negotiate.
One particular concept that I often find myself coming back to is something referred to as the "ZOPA." The Russians in my class were quick to point out that this sounds like the word ass in their language, but in the world of negotiating it stands for "Zone of Possible Agreement."
What it describes is whether there's an overlap between what both parties are willing to accept. For example, if a buyer is willing to pay as much as $100 for a particular piece of real estate, and the seller is willing to go as low as $80, then there is a positive ZOPA of $20.
This means that a deal should theoretically happen. However, interestingly enough, I discovered in my classroom simulations that negotiations can still arrive at an impasse, even with a positive ZOPA. Some people want to do deals, and some people like to extract everything they can from a negotiation.
Of course, if you have a negative ZOPA (i.e. no overlap in what the parties are willing to accept), then it's obviously pretty hard, if not largely impossible, to come to a deal. And since 2022, you could say that the real estate industry has been characterized by a greater number of negative ZOPA scenarios.
But if my predictions for this year are correct, then 2024 will be the year where we start to see some more positive ones.
, Blackstone didn't sell the last office building from the portfolio until 2018, over a decade later.
I was reminded of this principle when reading Prime Minister Carney's speech to the World Economic Forum this week. (This entire post was the best real estate segue I could come up with.) If you haven't read or heard it yet, I would strongly encourage you to do so. Leverage is crucial in negotiations, and it's best to do everything you can to manufacture it.
In fact, when I was in grad school, my mentors used to always say to me, "everyone should take a negotiating class." And so I went and did that. It was a lot of fun. I remember us being given "positions", and then we'd have to go out and see what we could negotiate.
One particular concept that I often find myself coming back to is something referred to as the "ZOPA." The Russians in my class were quick to point out that this sounds like the word ass in their language, but in the world of negotiating it stands for "Zone of Possible Agreement."
What it describes is whether there's an overlap between what both parties are willing to accept. For example, if a buyer is willing to pay as much as $100 for a particular piece of real estate, and the seller is willing to go as low as $80, then there is a positive ZOPA of $20.
This means that a deal should theoretically happen. However, interestingly enough, I discovered in my classroom simulations that negotiations can still arrive at an impasse, even with a positive ZOPA. Some people want to do deals, and some people like to extract everything they can from a negotiation.
Of course, if you have a negative ZOPA (i.e. no overlap in what the parties are willing to accept), then it's obviously pretty hard, if not largely impossible, to come to a deal. And since 2022, you could say that the real estate industry has been characterized by a greater number of negative ZOPA scenarios.
But if my predictions for this year are correct, then 2024 will be the year where we start to see some more positive ones.
