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Art 1 Anderson
Art 1 Anderson
Abstract
This paper examines the dominant theories, motives, methodologies, and results of
the existing literature on the rationale for real estate related mergers. The literature
review draws on the mainstream corporate governance literature in finance as its base
and highlights the differences in motives between real estate and non-real estate
related merger activity. The studies highlight that the homogeneity of real estate firms,
especially as they pertain to the highly regulated real estate investment trust (REIT)
industry, is expected to reduce the availability of revenue and overall corporate
synergies, but might allow for the ability of some firms to more readily be able to
take advantage of scale efficiencies. In addition to summarizing past studies, the
review concludes with a discussion of the need for continued research in this evolving
literature.
In the finance literature, there exists a plethora of studies that examine both
theoretically and empirically the issues surrounding mergers and acquisitions (M&A).1
The traditional approach has been to examine, utilizing event study methodology, the
wealth implications for the bidder and target firms. The same approach has also been
predominantly applied on real estate related M&A studies. Womack (2012) is the first
to determine the combined firm returns for a sample spanning nearly three decades
of real estate mergers. Prior real estate merger studies analyzed bidder and/or target
returns but did not evaluate the combined wealth effects. Target returns were
consistently found to be positive but relatively small compared to those evidenced in
studies outside the real estate industry. Results concerning bidder returns are less
conclusive and vary greatly depending on the analyzed time frame [i.e., before or
after the Tax Reform Act of 1986 and/or the Real Estate Investment Trust (REIT)
Modernization Act of 1999], as well as on the types of firms (i.e., REITs vs. all real
estate firms, equity REITs vs. all REITs, public targets vs. private and public targets,
etc.) studied in the individual sample of the studies. Most studies, however, show
slightly negative returns to bidding firms around the merger announcement, at least
for mergers with public targets.2
However, as depicted in Ling and Petrova (2011) and Anderson, Medla, Rottke, and
Schiereck (2011), there are very few studies that assess ‘‘why’’ mergers in the real
37
38 JOURNAL OF REAL ESTATE LITERATURE
estate industry (or really any other market for that matter) occur. And, perhaps just
as important, the current literature is largely inconclusive or at best inconsistent across
studies and sectors, leaving many unanswered questions. The majority of studies
attempting to determine the rationale behind mergers in the real estate industry mainly
draw on findings from studies analyzing merger motives outside the real estate
industry. More recently, a number of studies build on the observation that hostile
takeovers among real estate firms are extremely rare and use this as the motivation
to exam why mergers then occur. The findings that hostile takeovers among real estate
firms are extremely rare, as well as the many other peculiarities of the real estate
market, cast doubt on the assumption that the reasons for takeovers in the real estate
industry are basically the same as for those outside the industry.
Moreover, the role of synergies as a motive for mergers and acquisitions in the real
estate industry and especially for REIT mergers is a particularly controversial question
among academics and practitioners, even though the size-related benefits in REITs
are well documented in the literature.3 The common skepticism concerning the
relevance and existence of synergies can mainly be ascribed to the observation that
several studies measuring abnormal returns for bidding and target firms in real estate
mergers document wealth effects of materially lower magnitude than those detected
in studies for other sectors. The lower magnitude of returns is thereby regularly
explained by the limited potential for synergistic gains from real estate mergers.
Eichholtz and Kok (2008), for example, argue that the homogeneity of assets of real
estate companies decreases the potential for synergistic profits emerging from merged
operations. They also reason that the homogeneity of operations in real estate mergers
does not allow for large value-creating synergies. Campbell, Ghosh, and Sirmans
(2001) suggest that the required uniformity of REIT asset composition largely
eliminates the potential for vertical integration synergies through mergers. In a recent
study, Anderson, Medla, Rottke, and Schiereck (2011) show that the expected
magnitude of total synergies for REIT mergers is lower than those found in other
sectors. They, however, also find that for the same homogeneity reasons, REITs are
able to find greater synergies than non-REIT firms on the operating cost side and, as
such, can take considerable advantage of economies of scale. The results of their
study therefore challenge the notion that synergies do not play a major role as a
motive for REIT mergers.
This paper provides a detailed review of the literature beginning with the theoretical
background that motivates mergers, followed by a detailed discussion of the real estate
focused studies. Studies that merely analyze wealth effects in real estate mergers are
not covered here and the authors do not attempt to determine the rationale behind
those takeovers, as those effects are already sufficiently documented in a recent study
by Womack (2012). The paper concludes with a brief summary and discussion of the
need for additional research in this emerging literature.
The main findings suggest that it is first and foremost important to study real estate
mergers separately and distinctly from non-real estate related firms. This is even more
relevant when dealing with publically traded REITs that have very specific regulatory
guidelines. These guidelines tend to homogenize REITs making synergistic gains from
mergers more difficult, while at the same time providing opportunities for readily
available greater gains from economies of scale in operating costs.
wealth effects also vary depending on whether they take place in the earlier or later
part of a wave. The combined companies are thereby expected to create synergistic
gains when the merger occurs in the first half of a takeover wave. In contrast, the
majority of value-destroying acquisitions take place in the second half of a wave.
The same theories discussed above are commonly used to explain the occurrence of
M&As among real estate firms. The real estate industry, however, exhibits unique
aspects that cast doubt on whether this approach is reasonable and should be accepted
without in-depth validation. The most relevant difference to other industries is the
dominance of REITs in the real estate market.4 Those firms avoid the double taxation
of typical corporations in exchange for meeting a strict list of ownership, asset,
income, and dividend payout requirements.5 The strict rules REITs have to comply
with in order to obtain and subsequently maintain their status should have an impact
on the relevancy of the individual theories explaining takeover activity in the real
estate industry.
In this context, Allen and Sirmans (1987) propose that some classic corporate merger
motives can be precluded for REITs due to their unique structure and their institutional
environment. As an example, they point out that ‘‘it is unlikely that a business
combination of REITs would create any monopolistic power’’ (p. 177), because the
vast majority of REIT income must come from passive sources such as rents and
mortgages. Moreover, other peculiarities of the real estate market, such as the
coexistence of a large private market that competes directly against firms for the
ownership of real estate assets, are also expected to have various implications. The
fact that hostile takeovers among real estate firms are extremely rare also casts doubt
on the assumption that the reasons for takeovers in the real estate industry are basically
the same than for those outside the industry and that the market for corporate control
works in essentially the same way (Eichholtz and Kok, 2008; Womack, 2012).
Womack’s (2012, p. 2) approach builds on the assumption that ‘‘because each merger
theory generates a testable hypothesis about the stock market’s response to the news
of a merger announcement, the returns for each of these firms collectively can be
utilized to test which theory is best supported by the data.’’ Following his argument,
takeovers under the inefficient management hypothesis would generally be wealth-
creating events. The hypothesis predicts the following abnormal returns: target
(positive), bidder (non-negative), and combined firm (non-negative). The applied
experimental design does not allow for controlling whether the inefficient management
hypothesis is really the dominant theory that predicts this kind of announcement
effect. The synergy hypothesis stating that merged firms should be able to operate
more efficiently than individual standalone entities by cutting redundant costs and
additionally increasing earnings, for example, should lead to a similar capital market
reaction. The inference of motivations underlying mergers based exclusively on the
returns around the deal announcement does not enable consideration of the fact that
there may be other theories that predict the same, or at least a very similar return
pattern.7 Some of the other findings that are used to support the inefficient
management hypothesis may be driven by alternative explanations. Womack’s results,
for example, indicate that bidders typically do not seek geographical diversification.
He ascribes this finding to the fact that effective managerial focus is more difficult
when properties are widely spread apart. However, this result could be alternatively
associated with bidders’ aims to generate material cost synergies, which is more likely
to be accomplished in focused mergers where the bidder is located in the same state
as the target and the potential for cutting redundant costs is consequently higher.
Allen and Sirmans (1987) mention tax motivations (i.e., the purchase of operating
losses to offset the acquiring REIT’s capital gains) and the opportunity to replace
inefficient management as potential motives for REIT mergers. Only six out of the
31 events in their study with complete information involves one or the other trust
having experienced an operating loss in a previous period. A differential means test
between the two subsamples does also not reveal any significant differences. They
conclude that on the basis of these observations, tax motivations alone are not
important motives in REIT combinations. However, they find that related mergers
(i.e., bidder and target are both equity/mortgage REITs and/or have the same property
focus or geographic focus) yield statistically significant higher abnormal returns
around the announcement than unrelated combinations. They paraphrase this finding
as evidence for the inefficient management hypothesis. An alternative explanation
would yet be that synergies are likely to be higher for related business combinations.
Elayan and Young (1994) extend Allen and Sirmans’ (1987) examination of the
sources of gains to target shareholders. They note that ‘‘in addition to improved asset
management through a change in control, anticipated operational and financial
synergies may contribute to gains associated with a business combination’’ (p. 169).
In order to partition the gains from these two sources, they examine the wealth effects
of both the targets and bidders when controlling (i.e., acquisitions that result in the
bidder’s control of over 50% of the target’s outstanding shares) and noncontrolling
interests are sought. Their hypothesis builds on the assumption that while a gain based
on synergies could be associated with either form of combination, a gain from a
42 JOURNAL OF REAL ESTATE LITERATURE
are generally smaller and more cash restricted with relatively high dividend yields
and institutional ownership and no umbrella operating partnership. The differences
between the target firms in public-to-public versus going private acquisitions are also
documented. More precisely, the authors deliver evidence that the targets of private
acquirers have lower leverage, interest coverage ratios, and profitability, but higher
dividend yields. Their results therefore provide evidence for different motivations for
private versus public acquirers. Private bidders tend to focus on profit maximization
and hence are bidding on cash restricted, underlevered, and underperforming target
REITs. Public bidders are eager to increase market power and are therefore more
focused on acquiring profitable and higher levered REITs with higher dividend yields.
Their finding that in the case of acquisitions by private firms, but not by public firms,
targets are typically underperforming with low leverage, deliver important insights
into the merger motives of public real estate acquirers and shows that the inefficient
management hypothesis does not seem to hold unrestrictedly for staying public
mergers.
Most of the recent studies by now focus on the inefficient management hypothesis to
explain takeovers in the real estate industry, thereby mostly neglecting the neoclassical
view that mergers indeed have the potential to create incremental value through the
realization of synergies even in absence of inefficient management of targets. At the
bottom line, a precise separation between gains from synergies on the one hand and
from those from the replacement of inefficient management on the other does not
seem to be always possible. Whether gains simply stem from cutting previously above-
average expenses at the target level or real incremental gains (i.e., synergies) are in
fact generated by the combination of two previously independent entities cannot
always be evaluated from an outsider’s perspective. Even in those mergers where the
management of the bidding firm explicitly forecasts the synergies expected from the
merger, the management could, for example, include cost savings in their forecasts
that also would have been realized without a merger, thereby inflating merger-related
synergistic gains.8 Both sources of merger gains, however, on balance lead to more
efficient operations of the combined entities. The potential complications with
differentiating between the gains from the two sources should therefore not lead to
serious concerns as they both have very similar effects on the performance of the
newly combined firms. From an academic perspective, a precise separation is
nevertheless of interest, since the findings can have important implications for
academics, as well as for practitioners engaged in the field of real estate M&A.
Anderson, Medla, Rottke, and Schiereck (2011) attempt to distinguish between the
gains from the two different sources whenever the data and applied methodology
allow. The authors provide some insights into why REIT mergers occur by analyzing
hand-collected synergy forecasts provided by merging firms’ insiders for a sample of
merger announcements where the bidder is a publically-traded REIT in the U.S. The
neoclassical view that characterizes mergers as firms’ rational, efficiency-enhancing
reaction to a changing environment is thereby a priori accepted as the dominant theory.
The approach to focus on synergies as a merger motive has the advantage that
evidence for, but also against synergies as motive can be interpreted twofold. This
means that if there is no evidence for potential synergies in the takeover, other motives
44 JOURNAL OF REAL ESTATE LITERATURE
must have been the decision criterion. They hypothesize that expected synergies are
in fact an important merger motive for REITs and therefore expect that synergies are
quoted and quantified more often in REIT mergers than in mergers in the rest of the
corporate world. Their finding that management forecasts of synergies are publicly
available in 35% of the REIT mergers in their sample and therefore for a materially
higher proportion of deals than evidenced in other studies analyzing synergy forecasts
in samples across multiple industries supports their contention. However, the available
sample size is quite small and thus limits the robustness of the findings.
Anderson, Medla, Rottke, and Schiereck (2011) also investigate the determinants of
insiders’ forecasts of synergies and thereby attempt to explain the variation in the
estimated present value of synergies using the variables that are predicted to influence
those values. The results of their cross-sectional analyses using OLS regressions show
that the factors suggested by the literature to proxy for the potential existence of
synergies explain a considerable share of the variation in the estimated present value
of synergies. Managerial synergy forecasts in REIT mergers therefore seem to be
economically significant and profound. The results are consistent with more general
findings on economies of scale in REITs, demonstrating that general and
administrative (G&A) expenses and to a lesser extent also interest expenses are the
most relevant sources for cost savings. The results of the study also provide additional
insights into the synergy motivation; however, the experimental design is not set-up
to allow for a comprehensive controlling for the potential existence of alternative
theories. The potential (co-)existence of agency and/or behavioral theory based
motivations consequently cannot be assessed.
CONCLUSION
This paper reviews the dominant theories, motives, methodologies, and results of the
existing literature on the rationale for real estate related mergers. The theoretical
background that motivates mergers is presented and neoclassical theories and
behavioral theories thereby discussed, followed by a detailed discussion of the real
estate focused studies. The literature review thereby draws on the mainstream
corporate governance literature in finance as its base and highlights the differences in
motives between real estate and non-real estate related merger activity. The findings
show that the existing literature is largely inconclusive, leaving many unanswered
questions. The majority of studies attempting to determine the rationale behind
mergers in the real estate industry mainly draw on findings from studies analyzing
merger motives outside the real estate industry. More recently, a number of studies
build on the observation that hostile takeovers among real estate firms are extremely
rare and therefore focus on the inefficient management hypothesis to explain takeovers
in the real estate industry. The focus on the inefficient management hypothesis to
explain takeovers in the real estate industry, however, neglects the neoclassical view
that mergers indeed have the potential to create incremental value through the
realization of synergies even in absence of inefficient management of targets. The past
studies also highlight that the homogeneity of real estate firms, especially as they
pertain to the highly regulated REIT industry, is expected to reduce the availability
of revenue and overall corporate synergies, but might allow for the ability of some
firms to more readily be able to take advantage of scale efficiencies.
Future research should ascribe a higher importance to the role of synergies as rationale
to engage in real estate mergers, taking into account the unique characteristics of the
industry and in particular those that the REIT structure inevitably brings along.
Synergies are recognized as a central merger motive in the general finance literature
but have been largely overlooked in real estate M&A research for the sake of focusing
on the inefficient management theory to explain the almost entire absence of hostile
takeovers among real estate firms. Looking forward, the currently rising number of
takeovers in the real estate industry will allow for analyses in the near future not
possible to date due to an insufficient number of observations and time periods that are
too short. Finance studies show that the patterns of takeover activity vary significantly
across takeover waves, with different motives being the dominant rationale to merge
in each wave. Even though the real estate M&A market exhibits the same cyclical
wave pattern, this aspect has not been further analyzed to date. It will be interesting
to see whether the motives differ in the earlier years of the REIT industry compared
to those in the modern REIT era. Potential events that can be expected to have had
an impact on the dominant reasons to merge are the Tax Reform Act of 1986 (REITs
no longer were required to have external management), the establishment of the
‘‘look-through’’ provision in 1993 (allowance concerning the ‘‘five or fewer’’ rule of
REITs with regard to the number of investors represented by a pension or mutual
fund), and the REIT Modernization Act of 1999 (relaxed restrictions on the ancillary
businesses that REITs could be engaged in to some extent).
ENDNOTES
1. The terms ‘‘takeover,’’ ‘‘merger,’’ ‘‘acquisition,’’ and ‘‘M&A’’ are used interchangeably
throughout this paper.
2. Please refer to Womack (2012) for a comprehensive review of the literature on the wealth
effects of real estate related mergers and acquisitions.
3. See Anderson, Lewis, and Springer (2000) for a literature review on the operating efficiencies
in real estate.
4. Real estate firms not structured as REITs, also known as real estate operating companies
(REOCs), are not constrained by these regulations and are similar in most aspects to firms
outside of the real estate industry. Their relevance for the publicly-listed real estate market
in the U.S. is rather small in comparison to REITs.
5. See, for example, Allen and Sirmans (1987) for a summary of the key provisions a REIT
must meet to be qualified. Please also refer to Feng, Price, and Sirmans (2011) for a
comprehensive documentation of the publicly-traded equity REIT universe.
6. Allen and Sirmans (1987) find that only one event in their sample of 38 REIT mergers could
be classified as a hostile takeover. Campbell, Gosh, and Sirmans (1998) find no single
successful hostile takeover in the 27 transactions studied. Campbell, Gosh, and Sirmans
(2001) also find none in their sample of 85 REIT mergers. Eichholtz and Kok (2008)
investigate 95 takeovers of property companies all over the world and find that only two are
hostile. Womack (2012) finds that only 1 out of the 94 mergers of public real estate firms
studied can be classified as a hostile takeover.
46 JOURNAL OF REAL ESTATE LITERATURE
7. The synergy theory is not controlled for in Womack’s (2012) study. Berkovitch and
Narayanan (1993) use a similar research design to test for three merger theories in the regular
corporate world (synergy, agency, and hubris). They additionally design a formal test to
distinguish between agency and hubris motives for takeovers, thereby allowing for the
potential coexistence of more than one theory, by analyzing the correlations between target,
bidder, and total gains.
8. Houston, James, and Ryngaert (2001) point out this complication in their study of large U.S.
bank mergers and explicitly name one merger for which security analysts note that a material
fraction of the forecasted cost savings is attributable to a cost-cutting program already under
way. The authors also note that it is not clear whether management is unaware of the biased
nature of the forecasts and conclude that these tendencies do on balance tend to exaggerate
the valuation estimates used in their paper.
REFERENCES
Allen, P., and C.F. Sirmans. An Analysis of Gains to Acquiring Firm’s Shareholders: The Special
Case of REITs. Journal of Financial Economics, 1987, 18, 175–84.
Anderson, R.I., D. Lewis, and T.M. Springer. Operating Efficiencies in Real Estate: A Critical
Review of the Literature. Journal of Real Estate Literature, 2000, 8:1, 3–20.
Anderson, R.I., H. Medla, N.B. Rottke, and D. Schiereck. Why Do REIT Mergers Take Place?
Evidence from Synergistic Forecasts. Working Paper, EBS Business School, 2011.
Berkovitch, E. and M.P. Narayanan. Motives for Takeovers: An Empirical Investigation. Journal
of Financial and Quantitative Analysis, 1993, 28:3, 347–62.
Bernile, G. and S.W. Bauguess. Do Merger Synergies Exist? Working Paper, University of
Miami. Available at SSRN: http: / / ssrn.com / abstract⫽642322. 2010.
Bradley, M., A. Desai, and E.H. Kim. The Rationale behind Interfirm Tender Offers: Information
or Synergy? Journal of Financial Economics, 1983, 21:1, 3–40.
Campbell, R.D., C. Ghosh, and C.F. Sirmans. The Great REIT Consolidation: Fact or Fancy?
Real Estate Finance, 1998, 15:2, 45–54.
——. The Information Content of Method of Payment in Mergers: Evidence from Real Estate
Investment Trusts (REITs). Real Estate Economics, 2001, 29, 360–87.
Dong, M., D. Hirshleifer, S. Richardson, and S.H. Teoh. Does Investor Misvaluation Drive the
Takeover Market? Journal of Finance, 2006, 61:2, 725–62.
Eichholtz, P.M.A. and N. Kok. How Does the Market for Corporate Control Function for
Property Companies? Journal of Real Estate Finance and Economics, 2008, 36:2, 141–63.
Elayan, F.A. and P.J. Young. The Value of Control: Evidence from Full and Partial Acquisitions
in the Real Estate Industry. Journal of Real Estate Finance and Economics, 1994, 8, 167–82.
Feng, Z., S.M. Price, and C.F. Sirmans. An Overview of Equity Real Estate Investment Trusts
(REITs): 1993–2009. Journal of Real Estate Literature, 2011, 19:2, 307–43.
Harford, J. Corporate Cash Reserves and Acquisitions. Journal of Finance, 1999, 54:6, 1969–
97.
——. What Drives Merger Waves? Journal of Financial Economics, 2005, 77:3, 529–60.
Houston, J., C. James, and M. Ryngaert. Where Do Merger Gains Come From? Bank Mergers
from the Perspective of Insiders and Outsiders. Journal of Financial Economics, 2001, 60, 285–
331.
Jensen, M.C. Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers. American
Economic Review, 1986, 76:2, 323–29.
——. Takeovers: Their Causes and Consequences. Journal of Economic Perspectives, 1988, 2,
21–48.
Ling, D.C. and M.T. Petrova. Why Do REITs go Private? Differences in Target Characteristics,
Acquirer Motivations, and Wealth Effects in Public and Private Acquisitions. Journal of Real
Estate Finance and Economics, 2011, 43:1, 99–129.
Martynova, M. and L. Renneboog. A Century of Corporate Takeovers: What Have We Learned
and Where Do We Stand? Journal of Banking and Finance, 2008, 32:10, 2148–77.
Mueller, D.C. A Theory of Conglomerate Mergers. Quarterly Journal of Economics, 1969, 83:
4, 643–59.
Myers, S. and N. Majluf. Corporate Financing and Investment Decisions When Firms Have
Information that Investors Do Not Have. Journal of Financial Economics, 1984, 13, 187–221.
Rhodes-Kropf, M., D. Robinson, and S. Viswanathan. Valuation Waves and Merger Activity:
The Empirical Evidence. Journal of Financial Economics, 2005, 77:3, 561–603.
Roll, R. The Hubris Hypothesis of Corporate Takeovers. Journal of Business, 1986, 59, 197–
216.
Shleifer, A. and R.W. Vishny. Takeovers in the ‘60s and the ‘80s: Evidence and Implications.
Strategic Management Journal, 1991, 12, 51–59.
Womack, K.S. (2012). Real Estate Mergers: Corporate Control & Shareholder Wealth. Journal
of Real Estate Finance and Economics, forthcoming.