Starwood Details Strategy Behind LNR Acquisition

By Scott Baltic, Contributing Editor

Starwood Property Trust and Starwood Capital Group’s recently announced  purchase of LNR Property for $1.05 billion was a huge transaction that involved a large variety of moving parts.

For a total of $856 million, Starwood Property Trust will get these LNR business segments:
• U.S. Special Servicer: the largest U.S. special servicer, with more than $131 billion in loans under management and REO;
• U.S. Investment Securities Portfolio: a portfolio of legacy whole loans, CMBS and CDO investments;
• Archetype Mortgage Capital: a CRE conduit loan origination platform;
• Archetype Financial Institution Services: an acquirer and servicer of portfolios of small-balance commercial loans and real estate assets;
• LNR Europe: including Hatfield Philips, Europe’s largest independent primary and special servicer, and LNR European Investment Fund;
• 50 percent of LNR’s interest in Auction.com.

In addition, Starwood Capital Group will acquire, for $197 million, both LNR’s U.S. commercial property group and  the other 50 percent of LNR’s ownership interest in Auction.com. The deal is expected to close in the second quarter.

Much of the attention the deal has gotten has focused on the special servicing and workout capabilities that LNR brings. The three key benefits for Starwood Property Trust, according to the company, are expected to be an expanded investment pipeline, scale and diversification (including CMBS securities and special servicing as countercyclical investments), and enhanced risk management through a strong platform of underwriters and workout specialists.

Part of the deal’s backdrop, though, is an ongoing decrease in the commercial real estate industry’s stress level. A 2012-in-review report by Real Capital Analytics Inc. stated, “The current level of prices, now within 20 percent of peak, is critical given the many loans made at the peak with loan-to-values of 75 percent to 80 percent. Although refinancing these loans is still problematic, most are now being resolved simply through asset sales.”

The RCA report noted that new instances of distress fell substantially in the fourth quarter, to $4 billion, the lowest level this cycle. Further, according to Amherst Securities, payoffs of maturing CMBS loans in the fourth quarter spiked to 80 percent, from a typical 50 percent or so from early 2009 to mid-2012.

The timing was nonetheless right on the LNR purchase, said Andrew Sossen, Starwood Property Trust COO & general counsel. “LNR is the largest special servicer in terms of market share (25 percent), and we have had our eye on the company for a long time,” he said. “We recognized immediately that LNR would diversify our revenue sources, add significant scale to our operating platform and expand our origination capabilities.”
“LNR has a view of the commercial property markets, particularly the debt markets, that few if any people have in the United States,” Sossen added. “The information is priceless. As the named servicer on $131 billion worth of loans, that gives LNR a data point and a look into the commercial real estate markets throughout the U.S.”
Emphasizing that “LNR is more than just a special servicer,” Sossen said that, for example, “Auction.com is a growth business that provides a platform for both commercial and residential lending.”

Finally, he added, “Europe is just beginning to untangle an enormous backlog of assets, and LNR gives us a pretty good seat at the table as banks there contend with distressed commercial property assets.”