TenantSee Weekly: Translating the Lease
Recently, we completed a lease for a client in a small San Francisco building. The transaction was negotiated to provide our client with a tenant improvement allowance, and the right to manage their construction. Because the client is a design firm, this approach suited them well. They understand design and construction and can leverage relationships to mitigate cost. The ownership of this building is not an institution, its management team lacks the sophistication you would otherwise see with professionals working for larger institutional owners. The lease provided the landlord with the right to approve the plans prior to construction, but it notably lacked a specific mechanism for communicating such approval. Our client provided detailed plans. They received a few minor comments/questions to which they responded promptly. Otherwise, the landlord agreed to the project schedule and let them commence their construction – implicit approval. During the construction, the client invited the management team to attend weekly meetings, to walk the space and generally sought to keep them informed (under no obligation to do so). Despite a few bumps along the way (the building had non-compliance in a few areas and a small amount of hazmat was discovered), the project was successfully completed. However, after moving into the space, the landlord sent a letter stating numerous elements of the construction had been completed without its approval, and the space must be restored at the end of the lease term (an undertaking which would cost hundreds of thousands of dollars). Naturally, our client was concerned. Thankfully, they sent us the letter and asked for our guidance.
TenantSee Weekly: The Great Reset and Rent
The so called “capital stack”, the money investors and lenders have put into an office building investment, has recently been the subject of much discussion in markets like San Francisco. In many cases, the stack is broken, meaning the investor has lost all its equity and the value of the lender’s position is compromised, as well. We’ve reached a point at which these financial partners have concluded there is no path forward for the investment, leaving only one option: sell. This is how the Great Reset begins. It’s exemplified in the sale of buildings like 350 California Street, an asset that would have traded in the $800/sf+ range prior to the pandemic, but which traded in the $250/sf range this year.
TenantSee Weekly: The Lingering Fog of a Bull Market
The Lingering Fog of a Bull Market.
Advisors on the right side of a bull market end up looking good, no matter what they do. This was certainly the case for landlord advisors in the San Francisco office market for the ~10 years leading up to the pandemic, a time when you could win for losing, as the deal you failed to make was often (quickly) replaced by a new deal at better rental economics due to rapidly appreciating rents. Today, both landlord advisors and the investors they advise are, in some cases, suffering from the lingering effects of the bull market.
TenantSee Weekly: The Artificial Floor
Currently, there’s a lot of downward pressure on rental rates in the San Francisco office market. This is caused by a massive uptick in available space (4% to over 30+%), the proliferation of subleases in which the sublandlord is motivated to mitigate cost, not achieve target NOI, and the presence of owners having a materially lower cost basis, either through a long-term hold strategy, or a recent acquisition at steeply discounted pricing, both of whom can compete at much lower rental economics. Indeed, the economics being offered by these parties stands in stark contrast to those offered by landlords who bought or refinanced in the years running up to the pandemic. This latter category, by the way, encompasses a large swath of the market. These investors are struggling against a confluence of factors, including rising interest rates, maturing debt, rising insurance costs, decreased demand, lack of capital, and valuation outcomes that put equity and debt underwater.
TenantSee Weekly: Meet WALT
WALT, or weighted average lease term, is an essential metric in the valuation of office buildings as it forecasts the stability of future cash flow. WALT was less important back when office markets like San Francisco were seeing aggressive year over year rent growth. Back then vacancy was worth more than leased space, the theory being a buyer could take advantage of vacant space to capture higher rent (necessary to justify inflated pricing which baked in aggressive rent growth assumptions). However, in the broader historical context of valuation, the idea that vacancy is worth more than occupancy is antithetical to defining value. Indeed, the more prevalent (and logical) approach to value hinges on the quality and duration of the net operating income. Of course, this approach is less sexy as it disables a seller’s capacity to “sell the dream”. The buyer is buying stability and yield, both of which are measurable going in.
TenantSee Weekly: What Could Go Right?
Mass psychology is literally contagious (that’s how it becomes “mass”). This is especially true in times of change, when a significant event has precipitated such change (e.g., the pandemic). These events can be positive or negative. In our current state, the catalyst was negative, and, in many ways, has resulted in a decidedly negative outlook. When things turn negative, there will always be market casualties (just as a rising tide lifts all boats in the positive context). For example, the impact to investors in the domestic office sector has been mostly negative. As change unfolds, it can have knock-on impacts that weren’t necessarily anticipated. For example, the demise of urban downtowns due to shifts in daily worker population. Collective sentiment tends to aggregate around a view and stay there until some brave souls dare to take the contrarian view. As these contrarians see success, it spurs others to jump on board and the collective sentiment begins to shift, once again, in the other direction.
TenantSee Weekly: How to Protect From Landlord Default?
Office building owners are facing the most challenging environment of the past 50 years due to substantial reductions in demand for space. The shift in demand is not cyclical; it’s a systemic shift caused by changes in how work is done in the information economy. In other words, investors can’t count on a swift reversion to the norm. This dynamic is playing out globally. There are geographic differences, but the fundamental trend is the same. The impact on office investors has been swift and brutal, leaving many in a precarious financial position.
TenantSee Weekly: The Disconnected Worker
I read an article recently about layoffs in the tech sector. In it, one worker shared her story of being laid off by 3 companies in less than a year. The first was a startup where she had worked for several years. She questioned why she had been selected – it clearly felt personal. The next 2 employments were each of short duration, the last being merely a month long. In the end, she was left questioning whether she wanted to continue working in tech. The tech sector, especially the startup segment of the tech sector, has never been a great place to seek job security because of its inherent volatility. Yet it has long been a place in which employers seek to espouse winning and attractive cultures that are all about “the people”. This got me thinking about job security in the post-pandemic workplace. Has employment in the information economy become more unstable because there is less connection between employer and employee? Is the relationship between employer and employee becoming more transactional?
TenantSee Weekly: Sublease, Terminate, or Restructure
Subleasing is the most common approach occupiers take in mitigating the cost of underutilized space. Yet in San Francisco, it has become increasingly difficult to sublease office space. With recoveries ranging from 0 to 25%, companies must consider the full spectrum of options. Remember, too, sublease recoveries can be expensive to execute (fees and concessions); and, in subleasing, the occupier takes on a variety of risks that can prove costly (e.g., subtenant default).
TenantSee Weekly: Knowledge, Leverage, and Opaque Markets
An office lease is a unique financial transaction. While supply data is widely available, the values associated with completed leases are not so readily available, nor is the financial position of the landlord and its partners. In effect, despite the preponderance of available data in residential markets (e.g., Zillow, etc.), office markets remain opaque. The educated occupier can certainly access more information today than in decades past. But it’s not enough to merely know available spaces. Achieving a complete understanding of the markets can only be accomplished by partnering with a firm which is engaged in the market in a variety of very specific contexts. You need an intimate understanding of landlord motivations, capital structures, and even the intricate dynamics of tenants within a building. Yet many real estate service firms don’t have this information because they lack the practice groups.
TenantSee Weekly: Cap Stack Woes
Recently, we have written about the importance of understanding the landlord’s “cap stack” (capital stack, meaning equity and debt). Understanding the cap stack that guides a landlord's decisions is more than just a business detail — it's an integral part of the current real estate landscape. Today, there is a massive chasm between what many owners can afford to do in the current market and what they need to make a deal accretive or even break-even, given the capital stack realities of the underlying market. In short, many owners simply cannot afford to transact at market. Why? Two primary reasons:
TenantSee Weekly: Why Flex is Hard (but Inevitable)
The “flex” in flexible office solutions is about the occupier’s ability to limit commitment. A one-year lease is more flexible than a two-year lease, so on and so forth. With occupier uncertainty about why, where and when they should provide office solutions for their employees at an all-time high, you’d think landlords would be eager to offer high flex options in order to meet demand where it’s at. However, it’s difficult for landlords to provide the flex product, despite its potential to command premium rents and increase demand. Why? Because it’s expensive to build office space, and it’s difficult to design space that has broad residual appeal to a large swath of occupiers.
TenantSee Weekly: Educating vs. Selling
Selling is important. It’s what makes the world go round. But sometimes selling crosses the line and gets a little too close to misrepresenting or worse, lying. After all, there’s always been a healthy dose of deception built into selling. In sports, teams and athletes sell their opponents on the idea they’re going to zig when they in fact zag. Governments seek to sell a vision in order to successfully lead their people. Sometimes the vision is wrong, out of synch with what the people want. Look no further than China’s Zero Covid policy. Companies must sell their products and services to succeed. Startup founders must sell investors on the merits of investing in their companies. Buyers don’t want to buy an “OK” product or service. No one ever said, “…hey, let’s go with those guys, their product seems flawed but they’re really honest about it”. Much of what is sold is imperfect. Sellers have incentive to craft approaches that distract from imperfection while accentuating strengths. Even the salesman with a crappy product has to eat. It’s no wonder we’ve become skeptical. It’s essential to our survival. Storytelling is a form of selling. It often seems the best storytellers are selling the worst products. Sam Bankman-Fried of FTX and Adam Neuman of WeWork come to mind. My family loves the classic Christmas movie “Elf” starring Will Ferrell. There’s this great scene when his character, “Buddy”, first arrives in New York. He passes by a coffee shop with a sign in the window that reads, “World’s Best Cup of Coffee”. He sees the sign and runs inside full of excitement to congratulate everyone, much to their bewilderment.
