BTW, midpoint cad estimated for the first 12 months following the spin is 33 cents x 395 million pre reverse split shares, which equals a little better than 130 million. And they adopt an incentive plan where that can pay any one individual 100 million bonus PER YEAR.
IMO, they intend to take as much as they can leaving the bottom line just high enough to prevent a shareholder revolt. They will leave enough to keep the masses quiet and take the rest.
Yeah, less than 200 million (post reverse split) shares will be issued in the spin and they can give away options on more than 10% of the outstanding stock to each individual they choose. Unbelievably greedy....a lesson in how to steal (my opinion word) a company from the shareholders who pay cash.
From prospectus. This does not mean this will be paid. It is the limit on what MAY be paid. Outrageous. Absolutely outrageous.
Oh, I can feel it in my bones. The percentage the big shots own in NSAM will rapidly and substantially exceed the percentage they own in NRF.
"Stock options and stock appreciation rights with respect to no more than 22,500,000 shares of stock may be granted to any one individual in any one calendar year and the maximum “performance-based award” payable to any one individual under the 2014 Plan is 22,500,000 shares of stock or $100,000,000 in the case of awards payable in cash. "
From last night's amended nsam registration statement:
"In connection with NorthStar Realty growing its business and expanding into international markets, in June 2014, NorthStar Realty acquired a minority interest in Aerium."
I like lots of sec filings. NRF discloses things they do not issue press releases on.
SEC does not approve. It declares a registration statement "effective", meaning the shares can be publicly traded.
Last night's filing was another amendment to the registration statement.....this one filled in the date blanks.
It still has not been declared effective.
For the long term investor, I see no reason to sell either as long as both are growing. NRF will grow at a slower rate per dollar of new equity issued because of the fees paid to nsam which will be a money machine trading at a very high (I hope) multiple.
Lots of new growth platforms to develop...RXR, Flaherty, Aerium (European market)........none of these contributed to mid 2011 to mid 2014 growth and look at the total return to shareholders over this time.
Tylis had words to the effect at NAREIT that he has never seen the pipeline so robust (or something like that) so the core nrf, now an equity reit with mortgage capacity and ability, will continue to grow. The new platforms are frosting on the cake of unknown proportions. There could be more spinoffs......Northstar Healthcare and/or Northstar Manufactured Housing (not Northstar Trailer Parks).
I see lots and lots of reasons to hold both for a long time.
Just flippers. Standing hard on the core unless price goes so high I have to trim a very, very overweight position. I still think we'll see a combined 20 to 25 before the end of the year. I also think the market needs to see NSAM's 9/30 financial statements to really understand what a cash cow it is.
Thru 6/23, 133.6 million collected vs 99.3 thru 5/9 in sup 1.....34.5 million in 45 days for an average of .762 per day vs .638 per day in sup 1.
The last Healthcare supplement averaged 1.533 million per day over 21 days. 1.533 + .762 = 2.295 million per day, which annualizes to 837.7 million.
Both deals collected 150 million in 1Q. Thru the respective report dates both have collected 159.6. Using the last run rate for each for the remaining days in 2Q will add 34.1 million. I think 2Q will come real close to collecting 200 million. If so, that means 350 million collected thru 6/30 leaving 450 to collect in 2H to hit 800 million for the year. If they can increase by 50 million per quarter as they appear to have done 2Q over 1Q, that means 250 in 3Q and 300 in 4Q giving them 900 for the year.
800 for year in the bag, imo.
I suspect lots of trading errors will be made Friday. That's because NRF will trade pre reverse split with nsam attached. Let's just say the closing price on Thursday is 17.......and to rational minds that means 9 for nrf post-spin and 8 for nsam. So Friday NRF will start trading around 17.
Then there is NRF without nsam attached (NRF WI). In addition to no nsam, that will trade on a post reverse split basis.....so you have half the shares at double the price. NRF WI, using the example above, will start trading at about 18 (double 9).
NSAM WI will also trade post reverse split. Again, half the shares at double the price. It will start trading at about 16 if my illustration holds true (double 8).
I just know NRF at 17, NRF WI at 18 and NSAM at 16 all at the same time is going to blow a lot of minds.
Lets say you want to overweight NSAM and you bought an extra 1,000 nrf contemplating keeping the nsam portion and selling the nrf portion, post spin. Your brokerage account will show you own those 1,000 nrf shares on Friday and Monday. To sell the NRF portion as soon as you can, sell NRF WI Friday, but you only have 500 to sell.
Get it straight in your mind before trading any "nrf group" on Friday or Monday.
From my 6/23 post:
"I suppose it's possible to have a record date of 6/30 and the spin distribution that evening after the close. BUT, to do this on 6/30 and give the market at least one trading day to settle on 6/30, the announcement must come before the market opens on Wednesday. The "when issued" period, if it comes, will be very short."
And yep, both post-spin stocks are subject to registration statements being effective before 7/1 trading.
Friday (first when-issued day) should be interesting.
Nextera Partners, the above IPO, filed a Form CERTNYS with the sec today.
This paper form is a certification by the New York Stock Exchange that the securities to be issued have been approved for trading on the NYSE.
Guess which form has NOT been filed by NSAM or NRFC Sub-Reit. Don't know if nrf entities are required to file this form. Just know it has not been filed for either company as of 10 minutes ago.
It's looking more to me like the failure to deliver is NRF's fault. If correct, shame on them.
You are correct, they never promised a date certain. They always used, "expect" and "on or around", BUT, there is no question 6/30 was the target and it looks like they will miss the target. A miss is a miss.
You are also correct about the Russell changes. I forgot about that. From recollection of that thread, the shift from 2000 to 1000 requires index funds and etfs to net sell something like 18 million shares. That's a big sell number in a relatively short time.
There is a big difference between shares authorized and shares issued. NSAM starts with about 200 million issued out of 1 billion authorized. The fact that 500 million giveaway shares are authorized in no way means they all will be issued, nor does it mean that they will be issued proportionately to authorization
500 million giveaways to 1 billion paid fors does nothing but indicate the scale of their greedy dreams.
Giveaway shares = real, hard dilution of those who pay cash for shares.
As to the failure to deliver, get all the facts before feet start kicking butts. My instinct is to kick. My experience says to get all facts first.
Who came up with the last minute second step of merging into nrfc sub-reit first? Why was that not put forward in March? What changed between Feb and June to cause the second step? Who did what when starting with the 2/5 filing?
I don't have any facts other than what became public, so I can't say who is at fault. But if I were Hamo, who now has fecal matter all over his reputation, I sure as hell would find out.
Short sales yesterday were only 25%, so yesterday's drop was simply more sellers than buyers. Same so far today. IMO, market is expressing it's displeasure over Hamo's apparent failure to deliver on 6/30.
While I have utter distain for the work ethic of most government employees, I can't help but feel NRF blew this.
File on Feb 5 and can't get it done by mid-June?
I suppose it ain't over till it's over. Failure ain't failed (past tense) until it's past tense.
Substantively, it doesn't matter whether the spin is 6/30 or 7/30 (other than unnecessary closing the books costs). If NSAM independent operations start a month later than expected, it means a bigger NRF dividend in nov equal to a smaller NSAM dividend. The total of the two dividends will be the same as with a 6/30 spin.
Nevertheless, a failure to deliver is a failure to deliver. Deliver as stated 9 times out of 10. Guess which one is remembered. That's what's happening in the market, imo.
Yup, they will be adjusted for the 1 for two reverse (half the contracts at double the strike) and will be adjusted, one was or another for nsam spinout. One way is to split the option whereby the sum of the nsam strike plus the nrf strike = the pre spin strike. Another way is to keep the option with nsam attached. I don't know which way they will do it but know it will adjust for nsam.