It's Bain vs the landlords

Posted On Friday, 23 February 2007 02:00 Published by eProp Commercial Property News
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Bain, the US private equity fund that is paying R25bn for listed retail giant Edcon, may have struck a snag with the landlords of the 1m m² of retail space that Edcon occupies in shopping centres.

Colin YoungBain can't take over the company, listed on the JSE, because section 38 of the Companies Act forbids a new shareholder from financing the purchase with the assets of the company. So Bain has to buy the business out of the company into a new one.

Many of Edcon's leases on its shops don't allow them to be ceded automatically from one company to another, and each lease must be renegotiated with its property owner.

Edcon retailers include Edgars, Jet, Sales House and CNA.

But landlords are apparently worried about the higher risk of having a tenant with R25bn of debt.

New Edcon, they say, must produce the same risk rating, provide landlords with sufficient security, or pay a risk premium on their rent.

"We think it's only fair to keep the leases the same for the new company - if the covenant (risk) of the tenant is the same," says Colin Young, head of Old Mutual's property portfolio, which includes key retail centres like Gateway in Umhlanga, Menlyn Park in Pretoria and Cavendish Square in Cape Town.

"We are now waiting for Edcon to give us details of their new owner," says Young.

Edcon's group services CE Mark Bower says Bain's company will actually be financially stronger than Edcon. "It does have the R25bn debt, but this is structured so they have no repayments for the first nine years. And Bain is an enormous, worldwide organisation."

Marc Wainer, executive director of Madison, asset managers of listed retail property fund Hyprop - whose properties include the Canal Walk and Hyde Park Corner shopping centres - says all Edcon has to show landlords is a rating, by an organisation like Standard & Poor's, for the new owner of the shops that is the same as the listed company's current rating.

But "if it's a lower rating, the company will have to pay a risk premium to the landlords", he says. "This is standard procedure. For instance, if the Spar group leases space for a supermarket they will pay, say, R45/m² a month for the space.

"But if one of their franchisees rents the space, he will probably pay R10/m² more. Bain must know that in the US, property capitalisation rates, and therefore values, are differentiated, depending on whether - for instance - Ikea or Wal-Mart is the tenant. The same applies here."

R10/m² more for Edcon would wipe R120m/year off its profits. It could be worse. Many leases could be at 1990s rents and would escalate to current rates.

It's not the best time for Bain to be renegotiating leases. Consumer expenditure and retailer confidence are at record levels, and there is a scramble for shopping centre space.

Last modified on Thursday, 22 May 2014 08:52

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