
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, 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.
Cover photo by Kyle Fritz on Unsplash
Sam Zell, the billionaire real estate investor, died this week at the age of 81. That seems young to me. Or maybe I’m just being overly optimistic about life expectancy. This is around the US average.
Whatever the case, if you work in real estate, you likely know/knew of Sam. In my case, he spent a lot of time at Penn after he permanently endowed the real estate center (under both his name and his late business partner’s name).
I used to go and listen to him speak at least twice a year, and I would hang off his every word as a young student of real estate. “So wait, how does this all work?”
It was also at this time that he sold Equity Office to Blackstone for $39 billion (back in 2007, it was the largest private equity deal in history). Sam’s explanation for doing this deal was that Blackstone offered him more than what he thought the portfolio was worth, so he sold it. He took no credit for good market timing.
If you’ve ever heard Sam speak, you know that he’s incredibly direct. Generally, he also didn’t seem to give a fuck, and was happy being the only person in a Hawaiian shirt among a sea of blue and black suits.
In fact, he’s largely the reason that, as students, we used to all joke that the richer the speaker, the more funny and honest they would be. “Come on, let’s go to this one. She’s rich.” I guess this is just what happens when you no longer have anything to prove.
But none of this is to say that he didn’t care. He cared a great deal about the school and about helping young students. And for that, I say: thank you Sam. Thank you for being generous with your time.
Billionaire Sam Zell has a (relatively) new book out called, Am I Being Too Subtle?: Straight Talk From a Business Rebel.
I haven’t read it yet, but I’ve added it to my queue. I can, however, tell you that I always enjoyed listening to Zell speak candidly about business and real estate when I was in graduate school and he would come in. He was never one to mince his words.
He’s making the rounds right now to promote this new book and he recently sat down with William D. Cohan of the New Yorker. Not surprisingly, the Chicago Tribute debacle formed a large part of the conversation – up until Zell got tired of talking about it.
“That is the L.B.O. that drove this company into bankruptcy.” Zell said, of the Tribune experience, “I made a bet. I thought the bet was reasonable. I underwrote it appropriately. I was wrong.” He lost his entire investment.
But this misstep did nothing to phase Zell’s contrarian approach to business and life:
Zell attributes his wealth to a prescription articulated by any number of successful business people: zigging when everyone else is zagging. It’s a replicable formula, he says, and he has little patience for people who complain that it was somehow easier in the good old days, or that the moment for such opportunities has passed. (His earliest successes came from investing in real-estate assets that others shunned.)
He refuses to listen when he’s told he can’t do something. “I spent my whole life listening to people explain to me that I don’t get it,” he says. “I look at the Forbes 400 list, and if I eliminate the people who inherited the money, everybody else went left when conventional wisdom said to go right. How did I do what I did? By not listening to anybody else.”
It’s the Sam Zell way.