Brixmor Property Group Inc. (BRX) Earnings Call Transcript & Summary

Greetings, and welcome to the Brixmor Property Group Transaction Announcement Call. [Operator Instructions] As a reminder, this conference is being recorded. I will now turn the call over to your host, Stacy Slater, Executive Vice President, Investor Relations. Thank you. You may begin.

Thank you, operator, and thank you all for joining Brixmor's transaction overview conference call. With me on the call today are Brian Finnegan, CEO and President; Steve Gallagher, Chief Financial Officer; and Mark Horgan, Executive Vice President and Chief Investment Officer. Before we begin, let me remind everyone that some of our comments today, including our comments regarding the expected benefits of the transaction, may contain forward-looking statements that are based on certain assumptions and are subject to inherent risks and uncertainties as described in our SEC filings and in our transaction press release, and actual future results may differ materially. We assume no obligation to update any forward-looking statements. Also, we will refer today to certain non-GAAP financial measures. Further information regarding our use of these measures and reconciliations of these measures to our GAAP results are available in the earnings release and supplemental disclosure on the Investor Relations portion of our website. [Operator Instructions] Please note that a presentation with additional details related to this transaction has also been posted to the Investor Relations pages of our website. At this time, it's my pleasure to introduce Brian Finnegan.

Thank you, Stacy. Good morning, everyone, and thank you for joining us on short notice. We're excited to announce a transaction that directly aligns with our strategy and creates a compelling opportunity to generate long-term shareholder value through the same leasing, redevelopment and operating playbook that has driven Brixmor's outperformance over the last decade. Before I walk through the strategic rationale, let me start with the transaction structure. Brixmor and Everview Partners have entered into definitive agreements to acquire Slate Grocery REIT, a Canadian listed owner of U.S. grocery-anchored shopping centers in a transaction valued at $2.34 billion. Brixmor will acquire 23 grocery-anchored shopping centers totaling approximately 3 million square feet for $636 million. A newly formed joint venture between Brixmor and affiliates of Everview Partners will acquire the remaining 92 assets, totaling approximately 12 million square feet for $1.71 billion. Brixmor will own 20% of the joint venture and Everview will own 80% Brixmor will serve as asset manager, property manager and leasing representative for the venture, leveraging our platform to generate recurring income. We will also make $174 million preferred equity investment in the joint venture that will generate a 9% dividend. Everview is the right partner for this transaction. They share our conviction in grocery-anchored open-air retail, bring substantial real asset investment experience and recognize the value of Brixmor's operating platform. The structure allows us to pursue a strategic and accretive opportunity while remaining disciplined in our capital deployment. It also creates a potential pipeline of future acquisition opportunities for Brixmor. The overall transaction reflects a low 7% cap rate, which we believe represents an attractive entry point given the quality of the real estate, current market pricing for grocery-anchored open-air retail and the embedded growth opportunities across the portfolio. The transaction has been approved by Brixmor's Board of Directors and Slate's Board of Trustees and is expected to close in the first quarter of 2027, subject to Slate unitholder approval and other customary closing conditions. With the mechanics covered, let me turn to why this transaction is compelling for Brixmor and our shareholders. Over the last decade, we have built a highly capable operating platform, deep retailer relationships and proven redevelopment capabilities. This transaction allows us to put those strengths to work at scale. It expands our investment in grocery-anchored open-air retail adds highly complementary assets in markets where we already have a significant presence and operating expertise, enhances our visible multiyear growth profile and does so through a capital-efficient structure that is immediately accretive, while preserving our balance sheet strength and financial flexibility. The opportunity also aligns directly with the acquisition framework we have communicated to investors. We evaluate every acquisition through the same lens, strategic fit, market fit, long-term NOI growth potential and our ability to create value through leasing, redevelopment, remerchandising and operational execution. This transaction checks every box. Let's turn to the real estate. The Brixmor acquired portfolio consists of 23 grocery-anchored shopping centers that are 96% leased and located entirely within our existing footprint. The assets are concentrated in Florida, Georgia and the Carolinas, markets where we have scale, deep operating knowledge, strong retailer relationships and conviction in the long-term growth outlook. The portfolio is 100% grocery-anchored and includes leading operators such as Publix, Harris Teeter and Kroger. We know these operators exceptionally well and have partnered with them for many years to create value in our centers. Simply put, these assets are exactly the type of properties we have been adding to the portfolio. The joint venture portfolio adds another 92 centers and approximately 12 million square feet of real estate that is 94% grocery-anchored. Approximately 70% of the portfolio overlaps with markets where we currently operate. We expect to leverage our national leasing platform, strong retailer relationships and operating expertise to drive attractive long-term NOI growth across both portfolios, in line with Brixmor's long-term 4% growth expectation. The value creation opportunities are visible today. We see meaningful occupancy upside, particularly in the small shop space, together with opportunities to improve merchandising and tenant mix by leveraging the full breadth of our retailer relationships. We also see substantial mark-to-market potential and a long runway for future rent growth with in-place rents across both portfolios averaging over 30% below Brixmor's current portfolio and several legacy anchor leases with rents below $9 per square foot. The Slate portfolio also generated mid-teens renewal growth over the last year, demonstrating the embedded opportunities we intend to capture. We have identified approximately $100 million of redevelopment and outparcel development opportunities within the Brixmor acquired portfolio at yields consistent with our existing reinvestment pipeline, including multiple public redevelopment projects in high-growth Southeast markets. Redevelopment is a core Brixmor capability. We know how to work with our grocery partners, execute at scale and deliver attractive risk-adjusted returns. This transaction adds another meaningful leg to our reinvestment pipeline. Beyond leasing and redevelopment, we see additional upside through contractual rent growth, improved expense recoveries, specialty income and disciplined property operations. Individually, these initiatives are straightforward. Across a portfolio of this size, we expect them to be meaningful contributors to property level cash flow. Simply put, these are good assets today in growing markets, and we believe our platform can make them better. Turning to capital allocation. Our ability to pursue an opportunity of this scale reflects the financial discipline, liquidity and balance sheet strength we have built over time. Those efforts have created the flexibility to act when a compelling opportunity emerges, which is exactly what we are doing here. We have deliberately sized our investment at approximately $1 billion to limit capital markets dependency and execution risk. With $1 billion of interim financing commitments in place and $1.5 billion of liquidity at the end of the second quarter, we have multiple funding levers and the flexibility to deploy capital in a disciplined and opportunistic manner. Our funding plan starts with approximately $300 million of cash on hand, including $115 million of unsettled forward ATM proceeds. We expect to fund approximately $500 million through debt, including the assumption of approximately $95 million of existing mortgages with flexibility to access either the unsecured bond market or a bank term loan. Normal capital recycling activity is expected to fund the balance. The ultimate funding mix will depend on relative pricing and market conditions and importantly, is not reliant on issuing equity at current trading levels. This is not a change to our capital recycling strategy. We will continue to selectively monetize assets where we believe we have maximized value. Demand for retail real estate remains strong. For example, over the past 2 weeks, we have closed approximately $40 million of asset sales at attractive cap rates and have an additional $100 million under LOI or contract. The transaction is immediately accretive to Nareit FFO per share and consistent with our commitment to financial discipline. We are also committed to maintaining a strong investment-grade balance sheet with leverage in 2027 expected to be consistent with recent levels, while preserving meaningful capacity for future investment opportunities. In closing, this transaction enhances our growth profile through a capital-efficient structure, while remaining consistent with our disciplined capital allocation. It adds strategically aligned assets at scale in markets where we have conviction, creates visible multiyear growth opportunities and generates incremental recurring income, all while preserving balance sheet strength and financial flexibility. The opportunity is significant, the value creation levers are clear, and they are the same levers our team has successfully executed on for more than a decade. I would also like to recognize the Everview team. Billy Rahm and I have known each other for years, and I have tremendous respect for him and the organization he has built. We are excited to partner with Everview and look forward to applying our respective strengths to create meaningful value over time. I would also like to thank the special committee of the Board of Trustees of Slate Grocery REIT and its advisers for their professionalism, engagement and partnership throughout this process. We appreciate their constructive approach in reaching this agreement. Finally, I want to thank our advisers and of course, the entire Brixmor team. This transaction reflects the strength of the platform you have built and the disciplined collaboration and hard work you bring to the business every day. I am grateful for the tremendous effort that brought us to this point, and I know this team is ready to execute on the opportunity ahead. Thank you again for joining us today. We are excited about the transaction, confident in our ability to execute and focused on delivering value for shareholders, both immediately and over time. With that, operator, please open the line for questions.

[Operator Instructions] Our first question comes from the line of Michael Goldsmith with UBS.

You called out the in-place rents that are about 32% below the Brixmor portfolio average. So how comparable are the owned and JV assets to the existing Brixmor portfolio? How much of that gap do you ultimately view as monetizable through leasing execution, occupancy gains and redevelopment? And then just on the immediate accretion, can you parse the contribution from the real estate versus the 9% preferred investment? Thanks.

Yes. Well, Michael, just first on the accretion, it is immediately accretive. We're going to have more details on that when we provide guidance and close on the transaction in the first quarter of '27. What I would say is, again, we're buying these assets at attractive cap rate in the low 7s. We expect them to grow in line with our growth rate of 4%. And so we're not just thinking about the accretion, which is immediate, but that accretion over time as well. We like the assets, and we like the upside in the assets. I mean importantly, if you look at what Slate has been delivering, like I mentioned, mid-teens renewal growth, new lease growth close to the 40% range, and then just thinking across the portfolio, the strength of the grocers, the investment of the grocers like Publix, Harris Teeter and Kroger, we see significant upside. I mentioned the overall occupancy rate at 96%, but the small shop rates at 88%. So particularly as we bring these reinvestments online like we see in our portfolio, we expect to be able to drive those small shop rates over time across both portfolios, both what we own today and the JV portfolio. So we're really excited with the opportunity and the levers for growth that we see.

Our next question comes from the line of Haendel St. Juste with Mizuho Securities.

I guess my question is more on the pricing here. Rates have moved around quite a bit here over the last couple of months. I'm curious kind of how that factored into the pricing when maybe pricing was negotiated and locked in here. And you haven't done much JVs in the past. I'm curious if this is something that you'll do more of going forward? And then how large do you view that opportunity within this portfolio?

Thanks, Haendel. A few questions in there. So let me take the JV one first. We've been asked by many of you if we would consider JV partners and how we've thought about that in the past is does the opportunity fit potentially bringing on a JV partner? What's the culture? What's the alignment in the business plan? And we couldn't think of a better partner with this transaction than Everview. As I said, Billy and I have known each other for a long time. It's been awesome to see our teams collaborate here over the past 5 months. They bring tremendous investment expertise, bringing on investment partners like ADIA, who we noted in the release is investing in this transaction as well. So we'll continue to evaluate those, but we're really thrilled to have them as a partner as part of this. It also allowed us to size our investment appropriately. And I'll just remind everyone, this is not our first rodeo with JV partnerships. We have them with large institutions in the past. Both Stacy, myself have worked under those market as well. So for us, this made sense for the investment. Relative to your first question about the pricing, look, we always look at investments through the lens of interest rates going up. And I think if you consider the fact that we're buying this transaction at a low 7% cap rate, you look at where grocery-anchored centers of this caliber are trading, particularly in the Southeast and other high-growth markets, we think we're getting in at a relatively attractive entry point. We've got a price per square foot here well below replacement cost at $155 a square foot. So we like where we sit today. And again, we're always looking at investments over the course of the long term with the mind to interest rates going up.

Our next question comes from the line of Todd Thomas with KeyBanc Capital Markets.

I wanted to ask about the pricing that you mentioned, the low 7% cap rate. Can you discuss the breakout on that pricing between the 23 asset wholly-owned portfolio and the 92 assets that are going into the JV? And is the low 7% cap rate inclusive of the fees that Brixmor will recognize from the joint venture?

Yes, Todd. So let me -- if you think about our total investment, it's about a low-7% yield. So the cap rate on the assets I think is in the high 6% range on our assets specifically, call it kind of a low or mid-7 on the JV assets, which blend to that. Importantly, we're buying that with growth expectations over time in line or frankly, ahead of our long-term growth rate, particularly due to the redevelopment opportunities that we see in the portfolio. And you look at where assets like this are trading, you compare the portfolio that we're buying of the 23 assets in Florida, Georgia, the Carolinas, assets are trading well inside of this, particularly with the growth prospects that we see out of this portfolio. So -- and then if you add the investment that we have from a preferred perspective, we're looking at our overall investment yield in the low-7s. Transaction costs are outside of that. You're thinking maybe 30 basis points or so across the portfolio, but that will ultimately tie out here as we move towards closing. But overall, I think we're getting in at a fairly attractive entry point. It's accretive to us day 1 and importantly, accretive over time. Mark, I don't know if you have anything to add on what you're seeing pricing-wise.

Yes. Look, I mean we've seen a big wave of capital come in looking for open air retail. We've seen very tight pricing real time in the last couple of weeks that really hasn't been impacted by the rising rates we've seen over the last few months. So we -- I wouldn't currently [indiscernible] find that where we believe that this portfolio is attractively priced relative to the single asset market. The other thing I would highlight that all the yields that Brian mentioned are pre-fees. So that's actually the pricing on the real estate.

Our next question comes from the line of Alexander Goldfarb with Piper Sandler.

Thank you for the Monday surprise. So a question here on the portfolio. Normally, you guys in the past have spoken about doing one-offs because in the portfolio, there are always sort of cats and dogs, assets that you may not want. So a little surprised there are no dispositions -- often we see portfolios announced and then at least some intended dispositions. So one, curious why no dispositions out of this, hard to believe that all of these assets fit the Brix portfolio? And then two, is there any Canadian tax issues that you're inheriting or maybe that's part of the reason why there are no dispositions?

Well, Alex, I think first, just in terms of your question relative to single assets versus portfolio. Half of the acquisition activity that we've done as a public company has been in the last 2 years. And there's a common theme across all those assets. They're in markets that we know. We see the ability to drive growth through redevelopment, remerchandising, really all the things that we see here, and they complement our long-term growth profile. And that's what we're doing here really at scale. So the 23 assets, we don't intend to sell any of those. We are in markets that we know very well. We have 100% overlap. There will be some strategic dispositions out of the joint venture, but it really remains to be seen how we execute on those in the business plan. It's not dependent to fund the transactions, those dispositions. But ultimately, the way we size and approach the investment was to be able to get assets in markets that we knew really well, leverage the portfolio across a broader set in assets where we do have a significantly large presence too, and then ultimately be able to drive some recurring income out of that. So that was really important to the structure. And then from a tax perspective, we're not expecting any adverse tax implications out of this going forward.

Our next question comes from the line of Samir Khanal with Bank of America.

I guess, Brian, I guess 2 things. One is on the redevelopment side, the $100 million. Maybe talk about the returns on that and kind of when you can start to tap those opportunities. And I guess on the second part is just on the immediate earnings accretion. Maybe help us -- I don't know if it's too early, but just help us quantify as we think about next year, how much of an accretion we can kind of consider as it relates to earnings.

Yes. So I appreciate the follow-up on that. It is a little early. We will update you on the details of that accretion in the first quarter when we supply guidance. Again, I'd point to the going in yield to growth, and we feel really confident about that. The redevelopment opportunity is one of the things I'm most excited about in terms of tapping, we're tapping into that immediately. We have worked particularly with Publix in this portfolio for decades, and we've identified several opportunities with them out of the gate to immediately move forward on. We know these anchors well, the other anchors in terms of being able to create outparcel opportunities. So -- and this is just what we found immediately in due diligence. I'm sure as our team gets in there, they're going to find other value creation opportunities. But in talking with the anchors as we were moving forward with this, they're just as excited to have us come into this to be able to execute on these redevelopments. So that was a big key for us for this transaction is seeing that redevelopment potential and seeing the growth potential out of that going forward.

Our next question comes from the line of Craig Mailman with Citi.

Just a few clarifications. Brian, you talked a lot about the low-7s cap rate. Is that a GAAP cap rate or a cash cap rate because the mark-to-market here seems pretty chunky. Just trying to figure out if this is actually accretive on a cash flow basis. And if not, how long until you can get to some of that mark-to-market? I understand there's occupancy gains is more sharper, but like how long until this were to get accretive if that is not the cash cap rate?

Yes. It's definitely on a cash cap rate. And I mean, from an AFFO perspective, one of the things we like about this portfolio is that it was accretive on day 1 and importantly also increases our free cash flow going forward. So all of those reasons are why we like it. I think some of the items you point out on the noncash is we will obviously determine that between now and closing. Yes. And I think, look, we like the single-digit anchor boxes that are -- that we see across the portfolio. These grocers have invested in these stores. The markets that they're in are growing significantly. They're growing, frankly, faster than the markets across our portfolio. So we do expect to get to that over time. Some will be dependent on the lease roll, but I was just mentioning this -- some of this we're going to be able to get to out of the gate from a redevelopment standpoint, which we're excited about.

Our next question comes from the line of Caitlin Burrows with Goldman Sachs.

Maybe just following up on some of the previous questions on the leasing side, we've talked about the upside that's there. I know given your snow pipeline, it takes some time to get to those leases. So from a timing perspective and your leasing efforts, do you think that's something that we'll be able to see the kind of fruits of that benefit in 2027? Or will it take longer? And then just on the structure side and deciding not to do the whole deal Brixmor, was the idea of the JV just to preserve kind of the balance sheet and leverage? Or is there something else we should consider?

Well, I'll take the second one first. That was definitely a key component. We've been disciplined in all our acquisitions, Caitlin, and we wanted to remain disciplined here. Market overlap was part of it, too. There were a number of assets here that we really like. There's assets in the JV and the JV, as I mentioned, gives us the ability to potentially purchase some of those over time. But there were some markets that we're not in today. We feel very capable about operating in them due to how we manage coverage across our existing portfolio, but that was a component. But really, a lot of the driver was to size our investment appropriately. I think you're going to see leasing activity out of the gate. I mean our team is so excited to get started on these assets because they know them. They know the markets that they're in. We've done a lot of work on the past over the past few months of what the leasing potential could be talking to our retail partners and frankly, being in these markets. So they're ready to get going. I think you're going to see some of that progress out of the gate...

Our next question comes from the line of Mike Mueller with JPMorgan.

Just a couple of clarifications as well. You said $1 billion investment. Is it that? Or is it the $1.2 billion after the preferred investment? And just wanted to confirm that, that low 7s yield you're talking about does not include fee income or any of the pref income.

So Mike, the $1 billion does include our pref as well. The 7% yield is inclusive of our total investment, the low-7s yield. So kind of how we're thinking about it, that high -- mid- to high 6% cap rate for the real estate and then getting into a low-7s yield. I mean, look, we're putting some conservative estimates on what we think that recurring income could be. Obviously, we're going to update that with more detail in the first quarter, but that's kind of how we're thinking about it.

[Operator Instructions] Our next question comes from the line of Greg McGinniss with Deutsche Bank.