Creating enterprise or market value in the corporate sector is the envy of every chief executive officer in the country. Enterprise value is defined as the market value of the company's common equity plus the market value of the debt less the amount of cash and marketable securities. Creating enterprise value is accomplished by a coherent policy focused on three corporate maxims; company growth and strategy and capital allocation. All successful companies and CEO's excel at these three adages and are rewarded with higher stock prices and increased equity value. In the CRE world, there is little attention paid to creating enterprise value except at the public REIT level.

Private CRE companies are the primary entities that should be immersed in creating enterprise value in their firms as they have the flexibility in corporate structure and since they are private do not have to provide financial reports to outside parties other than their lenders and investors. Enterprise value in CRE is similarly defined as above in corporate America, however, market capitalization is replaced with the owner's net equity value in the real estate assets plus the imputed goodwill or market value attributed to the real estate operating organization. The market value of the real estate operating organization is derived from its reputation, property and asset management skill, financing prowess, development expertise, management skill, fee generation, quality of personnel and growth potential.

Many real estate companies are great at creating value in their real estate assets by retenanting, redevelopment and management policies, but often overlook the value in their company's organizational structure. Most entrepreneurial real estate investment organizations whether a developer, private equity fund or asset manager are structured with a primary operating company that is comprised of most of the company's employee's, provides accounting and management services and is the face of the organization. Each real estate investment in these organizations is usually owned in various bankruptcy remote affiliated limited partnerships or limited liability companies as separate entities. Entities controlled by the real estate ownership group are usually the general partner or managing member of these investment entities and own the carried interest or the general partner's equity interest in the properties. These entities have different equity investor groups that provide all or a large portion of the equity investment along with various third-party debt financing structures. The operating entity or an affiliate usually provides asset or property management services and acts as the investor relations department for the investment entities. I have seen numerous organizations with this structure and many with more than thirty affiliated investment entities. This organization structure is very unwieldy and can be difficult to manage, especially as the number of CRE investments grow.

Although this structure is very common, it has two serious drawbacks. First, is when the organization is required to provide company financial statements to a lender or potential investor. The organization usually provides the personal financial statements of the managing partner(s) or ownership group because the revenue, cash flow and net worth of the operating entity are insignificant, and the real value of the company is the general partner equity in the real estate investments. Individuals that own the ownership group then become the guarantors of any credit lines, construction loans or other debts sought for the investment entities and therefore incur substantial contingent liabilities. I have seen a number of development organizations with this structure, wherein, the managing partner had millions of dollars in loan guarantees for each real estate deal. The second drawback is that this type of organization structure is cumbersome and most importantly, does not generate any real estate enterprise value. The value of the ownership group's carried interest in the investment entities flows up to the general partner entity but does not flow up or accrue to a parent company of the entire organization. The value of the operating entity is typically minimal and the only value it derives is from property and asset management fees and other services provided to the investment entities. If the whole organization is put up for sale, the only value is the ownership group's carried interest in each investment entity and there is virtually no value credited to the operating entity, management and company goodwill or enterprise value.

A better structure and one that creates this enterprise value are to have at the top of the organization structure, a parent entity that will be called, ACME Realty, LLC. This entity will be the primary operating company, the face of the business and debt guarantor for the organization. A subsidiary LLC or partnership of ACME Realty, LLC, will be the general partner or managing member of each investment entity with all fees and carried interest flowing up to the parent company, ACME Realty, LLC. Each investment entity will also be consolidated into ACME Realty, LLC for financial statement purposes so that there is one set of consolidated financial statements for the entire organization (this will depend on the accounting for variable interest entities, which is beyond the scope of this article). The consolidated financial statements would be for ACME Realty, LLC and Subsidiaries. The ownership group will then hold its controlling interest in the parent company, ACME Realty, LLC, instead of at their investment entity level. They may sell or leverage their equity interests in ACME Realty, LLC as permitted by the partnership or operating agreements. This structure will create a single parent company with consolidated financial statements to be presented to banks and lenders for financing and guarantees and removes the individuals from any guarantee risk. This structure also allows for all cash flow, profits and fees to flow up to the parent company to increase cash flow, economic value and create enterprise value for ACME Realty, LLC and its owners. The ownership group, which will now own shares in ACME Realty, LLC, should realize substantially higher enterprise value for its interests than under the old structure.

Most entrepreneurial real estate investment and development organizations are structured with an operating company and numerous bankruptcy remote special purposes entities that each own the real estate assets. This structure does not create enterprise value for the entire organization and the only equity value is the ownership interests in each investment entity. Private real estate companies can create enterprise value by restructuring their organization into one with a parent company that owns the operating company, provides any guarantees and has affiliates that own the carried interests in the real estate investment entities. This organizational structure will allow for consolidated financial statements at the parent level and create for the organization, enterprise value, above and beyond the value of their carried interests in the real estate investment entities.

Joseph Ori is executive managing director of Paramount Capital Corp., a real estate advisory firm. The views expressed here are the author's own and not that of ALM's real estate media group.

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