Active global mergers and acquisitions in the hospitality industry
For several years, confidence in the
economy and in deal markets has
improved, and the recent surge of
mergers and acquisitions (M&A)
activity appears reminiscent of
2007. Within hospitality, deals have
gained traction, with flush capital
and portfolio optimization remaining
key drivers. Sentiment in the sector
remains positive: a recent EY survey
of more than 75 hospitality and
leisure executives found that 99% of
the respondents expect the global
M&A market to continue to improve
or stay the same in the next
12 months.M&A activity overall and in the RHC sector
is driven by a desire for incremental growth,
the strategic merit of transactions and the
availability of debt and equity on favorable
terms. The presence of these elements has
fueled M&A in recent years. The higher
volume of global capital chasing real estate
opportunities has also contributed. In the
US, for example, foreign investors made
approximately 11% of the US$355 billion in
real property deals last year, with prominent
investment groups from China, Japan and
Singapore fueling transaction volume within
hospitality specifically.20, 21
The influx of capital has caused fund
managers to look for new ways to
expand their real estate portfolios in a
hypercompetitive environment, with
favorable market conditions encouraging
higher confidence and the risk appetite
to place capital. However, investors out to
make deals should be aware of additional
risks and complexity in the markets.Across the world, real estate investors have
become more confident about acquiring
real estate operating platforms with the
objective of owning the underlying real
estate, and not necessarily for operating
the platform as a business. However,
the challenge lies in vetting this type of
deal, particularly under an increasingly
high-speed diligence period. Real estate
investors may be familiar with underwriting
individual hotels, assessing value and
modeling cash flows, but these kinds of
transactions cannot be solely dissected
as real estate portfolio acquisitions. There
are additional, value-impacting factors to
weigh when buying an entire platform,
including the appropriate level of overhead
required to operate the properties, as well
as potential commitments and off-balancesheet
liabilities of the business. Additionally,
the parties may encounter discrepancies in
pricing expectations — for example, if a seller
prices itself as a stand-alone business while
a prospective buyer prices the deal as the
acquisition of individual properties.
For company acquisitions, the real estate portfolio valuation is a
critical part of the due diligence process when the real estate is key
to the strategic rationale of the transaction. Yet a top-down business
assessment is also crucial to ensure the property valuation is not
misguided.
Within hospitality, a recent trend of acquiring hotel management
platforms has emerged, in which the real estate is often not a
significant component of the transaction. The strategic rationale
of investors in this space is to acquire a management platform and
enlarge it by adding management contracts with minimal capital
investment and operating costs, resulting in future earnings growth.
However, an operating platform must be carefully evaluated to
determine whether the business can sustain earnings growth.
New players are also emerging. In recent years, certain financial
institutions and other alternative investors, which have been indirect
real estate investors, are now looking to expand to new platforms,
taking advantage of their base-level knowledge of real estate from
their lending or other investment activities. These new players are
not only diversifying the M&A landscape but are also making it more
competitive. Within hospitality, new players are mainly competing
for trophy assets in select gateway markets. However, seasoned
industry players with a track record of success are still driving most
activity in the hotel space.While it is uncertain whether M&A activity in 2015 will outpace the
peak observed in 2007, investors appear to be chasing opportunity
and expansion with a newfound discipline. Capital marked for the
real estate markets may once again be abundant, but the way it
is channeled continues to reflect the lessons learned since the
financial crisis.