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Investor Update
Mar 10, 2021
Okay. I think we'll go ahead and get started. Good morning, everyone. Welcome. Thank you for joining us today.
My name is Heather Nicholl. I'm Vice President of Investor Relations at Artis. It's my pleasure to welcome you to Artis' Business Transformation Plan presentation. This is our first time hosting a virtual event, though I'm sure we've all grown accustomed to Zoom meetings over the past year. As we move forward, we will be incorporating more virtual meetings into our investor engagement program and we'll be looking for other creative ways to meet with and engage with the investment community.
With us today is Ben Rodney, Chair of the Board of Trustees and Sameer Manji, CEO of Artis. Supporting Sameer with the delivery of today's presentation And moderating our Q and A session is Elisa Barry, Head of Strategy, Operations and Communications at Artis. Shortly, I'll be turning the floor over to Sameer to present the business transformation plan. After Sameer's presentation, there will be a question and answer session. If you'd like to ask a question, please click the raise hand button at the bottom of your screen.
You will then be placed in the queue and when it's your turn, you will be brought into the meeting with audio only. Your camera will not be enabled. Alisa will be moderating the Q and A and will unmute your line at the appropriate time. Again, just to reiterate, the person asking the question Please note that a copy of the Business Transformation Plan presentation is available on our website under the Investor at TAB. Before we get started, please be reminded that today's discussion may include forward looking statements.
Such statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied today. We have identified such factors In the press release that was disseminated this morning and in today's presentation outlining the business transformation plan and suggest that you refer to those filings. Please keep in mind all figures are in Canadian dollars unless otherwise noted. Lastly, I do want to note that today's presentation is being recorded and will be available later today on our website until June 7, 2021. With that, I will now turn the discussion over to Sameer.
Thank you, Heather. Good morning to everyone. I want to off the top thank you all for taking the time out of your busy schedules to join us For today's presentation, I also want to begin by expressing my personal gratitude And excitement and honor to lead our organization moving forward. And today on behalf of the Board of Trustees and our management team to present Artis' go forward vision and strategy to all of you. As noted in our press release issued earlier today, our vision and plan for Artis is bold.
As we undertook our 100 day review, it was evident that bridging the value gap, while building a best in class real estate organization with Long term growth potential and a clearly defined vision and strategy would require ingenuity and pursuit of an unconventional path. What we are about to share is pioneering in the Canadian Capital Markets, And I am confident that our team can and will transform Artis. I'll also add our plan is not the easy road and will require an extremely demanding emphasis on execution. But we are confident that our plan is what is best for Artis' owners. We are committed to turning our platform Into a growth vehicle and to give Artis a real purpose for existence for its owners.
Insofar as the outline for today's presentation, I'll start with a summary of the opportunity at hand And the work that led to our new vision and strategy and we'll also briefly touch on the progress that we've made to date. I'll then walk through the new vision, strategy and plan for ARTIS and we'll end with a summary of our next steps. As Heather mentioned, we will then have time for Q and A. And that portion of our presentation will include both Ben and myself addressing your questions. We began our 100 day review on November 30, 2020 under the stewardship of the newly reconstituted Board of Trustees who appointed Sandpiper Group to lead this exercise.
The Sandpiper team benefited tremendously from the collaboration with Artis' management, which significantly accelerated the 100 day review exercise And enhance the options and ideas that surfaced from the process, leading to the presentation and recommendations that the Board then reviewed and considered. Since November 30, we have made a lot of progress. Listed on this slide are some of the achievements to date, which include: 1st, replacing 5 trustees on our Board With highly qualified individuals who bring a broad range of experience and expertise. I will note in honor of International Women's Day this week, I'm proud to mention that women represent 57% of our trustees. Our press release today also highlighted That Ben Rodney will be assuming the role of Chair of the Board of Trustees.
I know Ben will bring exceptional leadership to the Board as we embark on the implementation of our new vision and strategy. 2nd, the Board of Trustees have appointed Jacqueline Koenig as Chief Financial Officer, effective upon Jim Green's retirement at the end of this year's AGM. Also, We have established a new position on the executive team, Chief Operating Officer. Kim Reilly has been appointed COO effective April 1. Congratulations to both Jacqueline and Kim.
I'm looking forward to working with them to lead the organization together. The 3rd significant accomplishment relates to expense reductions, where Board fees were reduced by 25%. 4th, we enhanced Artis' governance framework and practices. 5th, we identified other efficiencies and cost reductions That we believe and anticipate will generate over $3,000,000 per annum of G and A and property level savings. And finally, today the Board announced an increase in common unitholder distributions to $0.60 per year, Representing a cumulative increase of 11.1% since October 2020.
I also want to share that as part of the 100 day review, Sandpiper undertook a formal valuation exercise concluding that Artis' net asset value or NAV It's $16.04 per unit on a pre tax basis, well above Artis' publicly reported IFRS NAV of $15.03 I'd now like to transition to the road ahead and I'm pleased to present our business transformation plan for Artis. It is widely known that diversified REITs are out of favor and that their real estate trades at dramatically lower valuations in public markets than it does in private markets. It is also known that a year ago, Artis was for sale And many buyers wanted to buy the REIT and break it apart to pocket the delta between what they could buy it for and what they sold the assets for. As we embarked on our 100 day review exercise, the Board embraced the view that surely we can do something much better than that. Our approach was one that assessed and evaluated avenues to build ARTIS rather than break it apart.
The Board of Trustees has approved and adopted a vision and strategy that it believes will do just that and then some. Our vision is to become a best in class asset management and investment platform focused on growing net asset value per unit And distributions for our investors through value investing. There is a lot embedded in this bold, pioneering And truly unique vision that I'd like to provide some more color and context around. We will become agnostic On how we own real estate, we will focus heavily on emphasizing the importance of capital allocation. We will embrace opportunism and capitalize on the inefficiencies that the public market provides for us.
Simply put, real estate sells for dramatically less in the public markets today than it does in the private markets. With this vision and strategy, we are going to convert our balance sheet with an owner's mentality into liquid strategic investments that represent investee companies as well as high conviction hard assets. We believe we can drive performance in our hard assets, which will over the longer term allow us to continually recycle capital while we drive performance within the public entities that we invest in. We will reduce our leverage and build confidence in the market, which ultimately will be merit based as we focus on delivering outperformance So net asset value per unit growth and distribution growth for our owners. We have an opportunity to make a dramatic pivot.
We will transform Artis into an entity that can compound its NAV And grow its distributions. As I've already said, we will be pioneering and creative in our approach, harnessing what we have observed and learned to date and taking advantage of some of the structural inefficiencies in the broader public markets. The best opportunities we are seeing today are for undervalued real estate public securities. The road ahead will not be easy, But we are confident that if executed properly, it will be a very rewarding one for our owners. There's a lot of text on this next slide and I'll focus only on the headlines.
Everyone can Review the sub bullets at their leisure. In so far as the execution of our strategy, we are going to begin with what we believe represents low hanging fruit, monetizing our Highly demanded industrial assets. That in and of itself, we believe will strengthen our balance sheet. And if I could say it boldly, it will give us a fortress balance sheet from which we will have lots of optionality as we navigate the road ahead. It will also allow us to take a more patient, thoughtful and calculated approach to the potential divestiture of our retail assets And our office assets as we move forward.
We will then as we continue with the monetization of assets, We will then have the opportunity also to begin redeploying some of our capital. And in doing so, As we've already conveyed, we will approach our redeployment with a mindset of value investing, whether in public securities Or whether in hard assets or development opportunities. We will focus on driving organic growth every step of the way. And finally, we will work on institutionalizing our new platform as we move forward. Collectively, we believe That the execution and implementation of this roadmap, as I've already mentioned, will drive value for the owners of the REIT.
In summary, our goal is to create Canada's preeminent asset management and investment platform focused on value investing in real estate. As I touched on a moment ago, we will monetize our industrial portfolio with the goal of maximizing value in a tax efficient manner. We will unlock significant value, Which will result in substantially strengthening our balance sheet and liquidity. Next, We'll aim to do the same with our office and retail assets over time, taking a more patient and opportunistic and disciplined approach, again with the goal of maximizing value in a tax efficient manner. As we move forward in these endeavors of divesting assets, We will begin deploying some of the proceeds we generate into value investments.
As I've already mentioned, we'll include public securities, but also value add acquisitions or developments. Our portfolio will evolve from 10 markets and 3 asset classes into a selection of high conviction value investments where we will have strategic influence and our capital can and will Compound. We also see a future where our asset mix still includes exposure to direct Hard assets that generate robust returns on invested capital. This will be through development and value add opportunities. Our emphasis will be on capital allocation, which means we will increase the hurdle rate for acceptable uses of capital And our free cash flow profile will strengthen through successful execution.
When it comes to capital allocation, We will focus on the right things for the right reasons. Remember, our primary goal is to maximize net asset value per unit. The Board understands capital allocation and is confident that disciplined execution of this plan will clear the path for a much stronger balance sheet and profile of investments. Our capital allocation will focus on 2 buckets, The first being capital growth investments, which I've already described. The second bucket is capital structure enhancements, such as debt repayment And buying back our common and preferred units if they continue to trade at a significant discount.
Our initial goal is to bridge the value gap to our $15.03 IFRS NAV, While also proving out Sandpiper's $16.04 NAV per unit. And from there, we will get to work To become an equity compounder, growing NAV per unit and distributions. They say success begets success. And we believe that as we pivot, we will get the flywheel churning In the direction that grows our intrinsic value and cash distributions to our owners. As we divest some of our legacy assets And efficiently monetize our portfolio to unlock trapped value and accelerate the flywheel effect That is when execution of our strategic plan will grow and compound our NAV for years to come with tailwinds at our back.
From a financing standpoint, a truly best in class platform retains balance sheet buying power As an option to seize opportunities as well as to provide shock absorbers when there are broad market downturns. We want to take leverage down to the point where we are under no pressure from lenders, DBRS or anyone else for that matter. We see an immense opportunity in the current interest rate environment to de risk our balance sheet as we execute on asset sales. We will continually improve our liquidity profile and manage all of our current covenants as we execute on our new strategy. I've already touched on our distribution and our commitment to grow distributions over the long term for our owners.
We believe that the KPIs that matter most to the owners of Artis How our NAV and cash flow compound over time and how much of that cash flow we can sustainably share with our owners While maintaining a leverage profile that can serve as a free option and create very substantial opportunities for Artis To redeploy capital surpluses into new opportunities. As part of an organizational culture evolution, Our plan includes embracing ESG best practices. As an organization, we can and will dedicate more energy and to championing ESG as a priority. In doing so, we believe we will find significant property level operating cost savings That may improve the efficiency and competitiveness of our assets. We may find high IRR capital projects that are compelling.
We may see unique financing opportunities present themselves that can also lower our cost of capital. Ultimately, With a materially stronger GRESB score, we have an opportunity to elevate our organization and potentially benefit from fund flows Into an ESG friendly organization. As you've now heard a few times, our vision is bold. We will initially shrink our asset base while concentrating on unlocking our intrinsic value and dramatically strengthening our balance sheet To blaze a path for a strategic pivot to become a leading asset management and investment platform. Our organization will become simpler And Stronger.
As I said earlier, we will first unlock the value in our industrial portfolio. This is the linchpin to accelerating the transformation of ARTIS and it will fortify our balance sheet position So that we then have incredible flexibility and optionality to monetize our office and retail assets with a longer runway. Ultimately, over time, we believe we will have a substantially higher intrinsic value, an improved distribution And growth profile. And most importantly, we will have a purpose for existence. We are very excited about the path ahead for the owners of The REIT.
We are committed to unlocking our trapped value And successfully deploying it to compound the capital our owners have entrusted us with for decades to come. We believe we have a roadmap for success and the right strategy to create long term value for Artis' owners. As many of you know, Artis has traded at a material discount to its underlying NAV for far too long. And we will focus on eliminating this gap and then growing and maximizing long term unit price performance. In order to complete the business transformation plan, We will be seeking approvals at our upcoming annual and special meeting to amend our declaration of trust, which are explained in our press release And on this slide, we are very pleased to report that we have the support today of over 31% of the unitholders, including some of our top unitholders of the REIT, who we have brought into the tent and consulted with over the past several weeks.
We also intend to engage Sandpiper to provide advisory services to The REIT in the areas that Artis does not today Have expertise in, including identifying, evaluating and recommending to Artis active investments in real estate public securities And providing advice and assistance to Artis in connection with its active engagement with its portfolio companies. Before we move into the Q and A, I'd like to end by providing a few thoughts on what I have learned over the past couple of months In my capacity as Interim CEO at Artis. Number 1, we have a committed and hardworking team at Artis. I've had the opportunity to get to know many members of our management team across North America, one of the benefits of Zoom, And I'm confident that we have a team in place today that will lead and contribute to the successful execution of our strategic plan. Number 2, good governance leads to successful execution.
A sound governance structure, Discipline and applying an owner's mindset will contribute to Artis' long term success. Number 3, we have a window of opportunity today to make a groundbreaking pivot. We know our value is there. Now it's up to us to get to work to bridge the value gap And from there, compound our owner's equity over the long term. Number 4, Our investors are ready for significant change.
We are very grateful for the support some of our top unitholders Have provided for us to pursue the path less taken and to truly become a leader in the Canadian real estate market. I want to thank our trustees for their significant contributions and incredible level of engagement over the past 3 months. I also want to once again acknowledge and thank our dedicated and committed team at Artis, many of whom will play an instrumental role in implementing our new vision and strategy on behalf of all of our owners. With that, I'd like to pass it over to our Board Chair, Ben Rodney to say a few words.
Thank you, Sameer. I know this is a lot for the market to digest. It is bold and pioneering, but I want everybody to know we're really excited about Future has in store for this platform. I would like to thank Sameer and the Sandpipes team for their tireless efforts over the last 100 days, as well as the newly constituted Board for their hard work Steward Ship. On behalf of the Board, we would like to acknowledge the work of Artis' team over the past several months to get us where we are today.
In a short period of time, you've already become a better and stronger organization. With that, I'll turn it over to Alyssa to moderate our Q and A session. Thank you.
Thanks, Ben. Just queuing up here. The first question is going to be from Mark Mikitas, And I'm just going to bring him in. Hi, Mike. Sorry, I called you Mark.
Mike, you're in now. You'll just have to unmute your line and it'll be audio only.
Sorry about that, Alisa. I thought you had control of the mute button. Thank you for accepting my questions. I'll keep it to 2 and then I'll turn it back just to give everybody a fair shake here. Just first with the industrial, it seems that that is where you want to monetize first.
And I was just wondering If you could get into a little bit more there, I mean, presumably that's the most liquid and marketable asset you have, but how are you balancing that with respect to The fundamentals of that asset class and the growth existing growth profile of the asset base and just sort of the decision to part with that as opposed to keep it for the long term?
That's a great question, Mike, and thank you very much for stepping up to go first here. I'll start and then we'll Invite Ben to add. We know that today there is insatiable demand In the market for industrial, just look at what our asset in Denver we Sold recently and reported on last week achieved for us at a roughly 4% cap rate. And the number of inbounds We receive from principals, from advisors, from brokers literally on a daily basis regarding our industrial assets Is unprecedented. When one steps back and understands the long term vision and strategy, As I've already touched on, a critical initial milestone for us in moving ahead in the execution of that vision and strategy Is fortifying the balance sheet.
And we believe we can do that with our industrial assets being monetized And that we believe and we believe that we can do it on a tax efficient basis. We are not giving up on industrial real estate. Let me be clear. We're going to explore options that could include potentially selling some of our industrial assets to other public For tax efficiency purposes and to continue having exposure to industrial to take an ownership position in those entities. That'll be how we play the long game insofar as industrial exposure.
But again, this is, as I said in my remarks, the linchpin, Fortifying our balance sheet through monetizing what we know are
some of
our most valuable and liquid assets that we have available to us.
Okay. Thank you. Second question for me and this is more technical in nature. But With respect to the conversion to an open ended trust, can you maybe just dive into what's driving that specifically From my perspective, the benefit of doing those being able to issue LP units to potential vendors of assets to the REIT where you're in the opposite Position where you're looking to sale? And then secondly, does that have any implications with respect to the preferred units as well?
Because I think the conversion Back in the day was actually to facilitate the issuance of preferreds and just wondering about the timing of that. Thank you.
Yes. Happy to take that one if you want, Samir. I think part of the theme here, Mike, is, as Sameer mentioned is that notion of optionality and giving us the ability to optimize the solution to maximize value, but do it in a very tax One of the things you'll see is we're looking for the approval to convert to an open ended trust, but it doesn't mean we do it immediately. And so there are significant benefits as you pointed out from a tax efficiency basis to be able to issue class LPs, a Class BOP units, but also there's some advantages from a tax perspective in the United States with the conversion, which will be beneficial to the trust as well. And so, I think if anything, what we're signaling is giving that optionality to optimize the not only the highest investment value, But also the most tax efficient manner for us to continue to participate in some of those monetizations.
Okay. Thank you. I'll turn it back. Thanks.
Thanks.
Thanks, Mike.
Thanks, Mike. The next Question is going to be from Jonathan Kelcher. Jonathan, I'm just going to bring you in. Go ahead, Jonathan.
Jonathan, you might have a problem with your mic. We can see that your mute is off, but we can't hear you. Yes. We still can't hear you, Jonathan. Alisa, we might need to maybe move to somebody else and then Jonathan can come back.
Yes. Or if you want to e mail them in, if there's an opportunity to do that.
Okay. Jenny Ma, you're up. Just bringing you in.
Hi, good morning. Can you hear me?
Yes.
Great. So Samir and Ben, just wondering, it sounds like Basically everything is potentially for sale. But can you talk about what Asset base you intend to keep or you consider to be core. And part of the reason why I'm asking this question is, what are you looking for as the base to support the distribution while also trying to maximize the value of certain parts of your portfolio.
Thanks, Jenny, Let me begin by saying that as we move forward with this vision and strategy, which As we've said a couple of times now, it's going to take an owner's mentality and What we would describe as an entrepreneurial approach to compounding NAV, which Essentially translates into growing NAV per unit. It requires our intrinsic value for our owners. A key component of that is, as I said earlier, to be agnostic in how we own real estate. Having said that, in the short term, if the focus is going to be in monetizing industrial, by extension, what that means is we will retain Significant ownership in the remaining office and retail assets. But again, there we will, As we have been over the last few months, opportunistically look at divestitures from even within those two asset classes.
Beyond that, I wouldn't say that there is going to be a core asset class within ARTIS. What I would say is that ARTIS is going to be open to any asset class so long as we can in evaluating opportunities from an investment perspective as we move forward on a value basis or perspective. Where we see above average risk adjusted Opportunities for return on our capital, that is where we anticipate that the Board, the Investment Committee from a capital allocation standpoint It's going to have a strong bias to seeing capital redeploy to, so that ultimately we can maximize The potential performance that that capital will achieve. In the short to medium term though to your question, We will through the retention of certain assets generate satisfactory cash flow, we believe, To more than look after the distribution.
Okay, great. So when you're talking about capital allocation, Does it mean the REIT is still going to be looking at potentially direct property investments buying IPP? Or are you really looking to pivot towards more liquid Investments and Securities?
No, it'll be a combination. So we will look at IPP opportunities. And Even there, look, when we sold Tower Business Center in Denver for approximately a 4% cap rate, Our philosophy is there are many, many players out there public and private who will happily continue down a path where they're paying 4% cap and 4.5% cap for assets. That's not our strategy. Our strategy even from an IPP perspective We'll be situations where we've got work to do in terms of value add.
And so it may mean that we're buying Something at a 7 or 8 cap because it's distressed or because it's got some hair on it That we need to figure out and with our existing management team, make the necessary changes on from an asset management standpoint. In other cases, it might be development oriented where we are confident again with our team at Artis. We can develop something at a 6%, 6.5% or 7% cap and then monetize it down the road as something far Lower than that from a cap rate standpoint and in doing so, crystallize the delta that we would have achieved for our owners.
Okay. So on the value out not yet opportunities, is it fair to say that the first priority will be coming through The current portfolio to maximize that value before you're looking externally for acquisition opportunities?
Absolutely. Yes. And I think
I was just going to add, Jenny, that I think it's important to note when you look at we're signaling from the industrial side of things is That's a pivotal transaction and potential transaction or series of transactions for us to really put a conservative stance on our balance sheet. And so by bringing our leverage down, it also gives us more opportunities and flexibility going forward from that end. And so That was good one point I wanted to make. The second one was, it's also signaling that we recognize sort of where that significant institutional liquid bid is In the market right now. But what's interesting and fascinating to me is that while retail, for example, is significantly out of favor, The notion of bringing a large cap retail book to the market to sell is a fool's errand in today's environment.
But there are there's a lot of private capital that will do one off deals. And so this is where Sameer and I From a real estate entrepreneurial background, look at this from the standpoint of rolling up our sleeves and having the team roll up their sleeves and maximizing value on a one off basis. Takes a little longer and takes a lot more work, but actually will translate into a better solution, better resolution for those That we may deem as non core for us.
Okay, great. And then my final question for now is, Samir, you mentioned that You're going to spend 80% of your time on Artis. But given the new strategy, there is some overlap between Artis' plans and what Sandpiper has been doing in the last few years. So how do you propose to sort of govern that relationship? And how do you Prioritize what deals should be looked at through the REIT versus Sandpiper.
That's a very good question, Jenny. And let me tell you, it's something that the Board I spent a lot of time deliberating over in evaluating the different options available for Artis Insofar as the vision and strategy going forward, I'll make a brief comment and then I'll pass it over to Ben to add Again, given the extensive discussions that took place, I want to be very clear that from a governance and stewardship standpoint, We have advocated for a long time around best practice and that is something that we do not intend To compromise on here, we view this synergy as an opportunity for the owners of ARTIS. And at the same time, I have a fiduciary duty to our investors at Sandpiper. And we believe From a Board perspective that we have a pathway that will enable us to ensure that neither is compromised and I'll invite Ben to add some more color as to how we're going to do that?
Yes. I think it's a really good question and one that we've talked a lot about and deliberated on considerably. Look, from the standpoint of any headline, we're not externalizing anything to Sandpiper. And I want to get in front of that right now from a messaging perspective. In fact, to Samir's credit and Sandpiper's credit, We've actually undertaken to hire a number of people from Sameer's operation into Artis to augment some of the asset management group.
And really when you look at it, we have an internalized structure, both asset management and property management. And what we're looking at doing is a complementary type of relationship. And one that the Board actually came to Sameer on from the standpoint of as we look at opportunities for Artis, How do we leverage some of the work and infrastructure that Sameer has and particularly in the early days when the REIT doesn't have that core competency in place. And so that managed by an independent committee, formed by the governance and investment committee And it's an ongoing conversation in terms of what that will look like. But I can assure that There is no externalization.
There's no big payments coming on internalization. There's none of that shenanigans we've seen in the past. This is just a very much a complementary type of relationship. It's going to provide opportunities for Artis and will be evaluated and viewed going forward as To what time something like that can be built as a core competency internally.
So should we view this more of Like a consulting kind of arrangement?
Yes, very much so. Very much so. Yes. And really when I look at it from the standpoint of the Artis perspective, For us at this point to build up a core competency in that for the potential option to participate in something He's actually losing proposition for the trust. It's much more efficient in the early days to leverage what Sandpiper has until we It's very much a walk forward run approach, Jenny, on it.
But we felt that we should signal it and from the standpoint of best governance practices, just get out Ahead of it and say, look, this is something we may do here going forward.
Okay. So can we expect to see more detail on how the governance is going to shake out down the road?
Very much so, yes.
Okay, great.
Thank
you. I'll turn it back.
Thanks, Jenny.
Thanks, Jenny. The next question is from Matt Kornack. Just going to bring Matt in.
Hi, guys. Can you hear me? Yes, we can indeed.
Just wanted to quickly follow-up on Jenny's questioning with regards to the Sandpiper relationship. And I guess you will This going forward, but will there be limitations on what Sandpiper can buy? Because I guess there's the question of Sandpiper potentially front running the REIT
in terms of Yes. Never happened. Yes, but please go ahead.
And then also, I mean, I guess, a fee arrangement presumably will get a sense as to what the fee arrangement would be even if it's on a consulting basis.
Very much so, yes. Yes, and Matt, let me address sort of that just the question on the front running side, because what Sameer and I have talked about is to the extent that Artis would participate in any form of acquisition on that end with Sandpiper, we would So in a joint vehicle, if you will, so that at any point in time that Sandpiper's money would go into something Artis' money would go in at the same time. So there'll be no buying head of or any front running or any of that kind of activity sort of thing. So
And in the process of doing your Strategic review and coming up with this concept, did you at any point entertain maybe buying Sandpiper in terms of making A bit of a cleaner transition or was that
on the table? It wasn't part of the discussion around the table. Actually think it would be probably a little more contentious than what we're proposing now, but it's a good question.
Fair enough. And then part of the vote is around the change to the trust indenture to allow activities that would result in loss REIT status. Presumably, this would not be a REIT going forward if you're successful in The vote and the transition, is that fair?
So after the vote, they want to be our REIT and what and we will stay What's interesting about that is it speaks to that kind of theme of optionality as we go forward. There's actually a lot of flexibility Within the REIT status in terms of what we're looking to do. And so what this actually does is give us that flexibility to kind of maximize the value. But to the extent that anybody is concerned about we go towards that boat suddenly and we're not a REIT far from it. And so there's been a lot of work with our advisors on making sure that we comply with that REIT status.
And we'll do so going forward as long as possible from that end. So really, really what we're talking about is that option to be able to
Arguably, it's not my area of expertise and probably no one else on this call. We don't Managers, but can you speak to I mean, obviously, you have to bring leverage down because you're not going to own With the ability to do mortgage debt, etcetera. But what will asset managers look like from a leverage standpoint? And I think you've added margin loans as Potential capital stack support system and I know that could be somewhat controversial, but How you think of using margin loans in these equity investments?
I think, Matt, you've kind of hit the nail on the head. It becomes part of the Debt component of the capital stack where the idea is not to aggressively go out there and seek leverage in the form of margin loans. But there are within that environment, there are situations where one can actually attract Dramatically lower cost of capital versus mortgage debt even. And so for us from an Investment Committee standpoint of the Board, they will evaluate all those different options. The idea is not to take leverage up.
The idea is to take leverage down. And if in doing so, we can also bring the cost of borrowing down by adding margin loan Structures or facilities into the mix, that's really what from an outcome standpoint we're looking to achieve.
And it says that you still want to maintain your investment grade credit rating. Again, That was predicated I think to some extent on your real estate ownership. Have you had any rating agency indication as Whether this new structure would be sort of accepted by them and the rating would be continued?
Yes. We've had very productive discussions over the last couple of months with DBRS and Morningstar representatives. They were not brought into the tent early on the new vision and strategy, but anticipated that On the heels of today's announcement, we will be continuing the conversations we've begun with them. And in doing so, we're confident that we'll I continue to have a positive working relationship with them.
And last one for me, just on the timeline for the industrial sale. Is that contingent upon Getting approval for this new strategy or is it something that you'd entertain in Artis REIT even if you continue to own real estate as Sort of the primary goal.
Yes, there's nothing stopping us from getting the ball rolling. We're not going to look to Take our $2,000,000,000 plus of industrial and in one fell swoop monetize all of it, Something that's substantive, of course, would require a unitholder approval. But or certainly, I think we'd have to I think long and hard about that. We actually believe the best way to maximize the monetization of the industrial on a tax efficient basis Is by actually doing it piecemeal and that might be in some cases single assets. In other cases, it might be clusters of assets Geographically, and so that's how we're going to approach that.
But nothing stops us from getting the ball rolling following today's announcement.
Okay, great.
Thanks, guys. Appreciate the color.
Thank you. Thanks, Matt.
Thanks, Matt. The next question is from Jonathan Kelcher. We're going to bring Jonathan, are you there?
I am here. Perfect.
All right. We can hear you.
There we go. Perfect. Thanks.
Sorry about that before. The wonders of technology.
Yes. I guess first question for me is before you guys Settled on this plan. Can you maybe give us some color on some of the other options you looked at?
Sure. Let me say that in evaluating the options, everything was on the table, Including the possibility of putting the REIT back on a chopping block for sale, The possibility of looking at converting Artis into an office pure play, an industrial pure play. And under any of those scenarios, first of all, we don't think certainly in the current environment that Establishing a strategy of making ourselves an office pure play would have attracted strong interest in the market. The idea of making ARTIS Industrial pure play would essentially have us going up against a number of other pure play industrial players on the Canadian and U. S.
Side. And from the Board's vantage point, there was nothing unique Or a special that would have given us a competitive advantage to go down that sort of a path in our goal of Maximizing value for unitholders and establishing a strategy that we once we bridge the value gap, which Our critical first step would then set us on a path for success in terms of growth and growth both intrinsically And in terms of unit price performance. And it was these sort of various options and then this notion of perhaps doing something Outside the box that ultimately led to where we have landed. And so I could go on further, Jonathan, but the simple answer is we did explore a range of different possibilities Before concluding on the one that we believe was optimal and would enable us, 1st and foremost, I want to reinforce this To bridge once and for all this perennial value gap that Artis' owners have Experienced for a long time. And then once we achieve step 1 And prove out the NAV, bridge the gap, we can then focus on growth beyond that.
And that's why it was really important to us That we went out and this was at the recommendation of the Board of Trustees that we went out brought in some key unitholders Into the tent and socialize them to some of the ideas, some of the different options and The recommendation that we were leaning towards and I have to tell you and Ben can attest to this, Now we were pleasantly surprised as to almost the unanimous support That each of those key unitholders provided when all was said and done.
Okay. Switching gears, what's the like, I guess you guys have The $16 valuation versus the $15 IFRS, what's the delta between those two?
A key component of that delta, Jonathan, you wouldn't be surprised to hear is in the industrial, Where again based on what we are seeing even today with respect to what's happening in the private market With comparable assets from a cap rate perspective, from a price per square foot perspective on transactions that have been completed in the market, There is a substantial value that we believe is not being recognized, a, in the $15.03 IFRS NAV And certainly, secondly, in the unit price performance in the market.
Okay. And just on the last one for me. On the sale of Industrial, you say you're going to do it at a tax efficient basis. What would the if you were to sell Your industrial portfolio over the course of 2021, what would the tax implications be?
Well, that's a loaded question, Jonathan, because the answer is it depends. Great. And again recognizing that we as Ben mentioned earlier, we continue to Maintain REIT status moving forward in the months ahead certainly through this year. We will continue to have for our unitholders a combination of return of capital and income and capital gains That unitholders would can anticipate. But I think when I say it depends, There are many ways one can achieve a tax efficient divestiture of industrial.
And what we would have to do as we move forward is evaluate on each transaction The different options available to us and what I mean by that is if we have a public entity that wants to buy $500,000,000 of our industrial and there is an opportunity there to take part of that consideration in the form of units of that entity. That's a very different outcome from a tax perspective versus If another buyer was a private buyer that wanted to own 100% and write a check. And then a third scenario where we have a private or institutional buyer who Wanted to acquire a 90% or 80% stake and have ARTIS continue to manage and was prepared to structure that Using a creative approach that would again from a tax leakage standpoint benefit Artis, We would line up if we were looking at the same portfolio of assets, we would have to line up each one of those 3 and look at on a net basis, What does this translate into for the unitholders, for the owners of the REIT? And this owner's mindset that we keep reinforcing And we will not stop reinforcing as we move forward is ultimately going to drive a lot of our decision making.
And then secondly, Ben has used the word optionality even in our Board discussions many times. That optionality that this new vision and strategy gives us It's actually going to be an enabler for us to be able to achieve the end goal, and that is maximize NAV for our owners.
Thanks, Jonathan. The next question is from Dean Wilkinson. Just going to bring you in, Dean. Hi, Dean, are you there? We can't hear
you. Hi,
Dean. Are you there?
I tried that I'm unmuted. I can't begin.
Okay. I'm going to put Hi, we can hear you again. There's a bit of an echo. I've just I bumped Dean back in the queue. I'm going to bring up Matt Logan.
And then Dean, I'll bring you back in a minute.
Thank you and good morning.
Good morning.
Just a question on the strategy and the multiyear view for the business. You've talked about closing the discount to NAV, clearly there is substantial value in the REIT and that's something that we would agree with. But what happens if The shares don't trade close to NAV. Would you consider a pivot at some point? Would you consider a sale?
Maybe just some thoughts on what happens if the stock price doesn't cooperate?
Yes, it's a great question, Matt. And Let's hope that's not the situation we find ourselves in 6 months or a year from now. In the initial days, weeks months, we'll let the market respond how it chooses to. We're not going to Certainly in the days or weeks ahead, we're not going to let the unit price performance drive our decision making. We're going to focus now on rolling up our sleeves, as Ben mentioned, and getting to work.
And we're confident that in doing so, The outcome is going to be a very positive one. We have multiple levers Available to us. And so long as Artis' unit price continues to trade at a material discount, One of those levers that this Board is not shy to allocate capital towards is the NCIB. And on the sale of or the monetization of our industrial or a portion of our industrial even, If again we're facing a unit price that is languishing, we may even look at the option of an SIB Because quite frankly from a capital allocation standpoint, if we're trading at a 30% or 25% or 40% discount for that God forbid, there's no better investment that we could make on behalf of our owners than buying back our units. There's no due diligence risk.
There's no environmental risk. There's no interest rate risk. All the risks that one would Underwrite in real estate investing, those are off the table when it comes to an NCIB or an SIB for that matter.
Appreciate the color. And maybe just circling back on Jonathan's question with regards to potential taxes. How do we think about Those if you do take that Class B units in another entity, would there not be an inherent tax Liability at some point down the road and would there be other potential tax liabilities if you say sold the entire retail portfolio At some point over the next 2 or 3 years.
Yes. In the classic Type of real estate side of things, tax deferral, we'll never get away from tax, but tax deferral and efficiency is always a key component of this. To the extent in the extreme, if we took the industrial portfolio and we rolled it into another entity with 100% of it, We're not triggering tax today, but in fact, you're inheriting some of the basis of the entity you're taking in. And so all of that will come into play in terms of part of the analysis. But that's the extreme example is that if we took the whole portfolio and rolled it into an entity, took back Class B LP units from 1 entity, we're not going to trigger tax from that perspective.
Now that's not a realistic transaction Per se, just on a hypothetical basis, but that's part of the levers, if you will, that will be in front of us to optimize And make sure we minimize any tax leakage around it.
Appreciate the commentary. I'll turn the call back. Thank you.
Thanks, Matt.
Thanks, Matt. I'm going to
try bringing Dean Wilkinson back in. Dean, Are you there, Dean? Hi, Dean.
Hello. Hi, we can hear you. I dialed in with the phone.
Okay, great. Thanks,
Questions for Samir really. As we look out 3, 4 years, Is Artis a REIT? Is it an asset manager? Is it an activist investor? How should we be thinking of the entity?
Thanks for the question, Dean. If you look out 3 to 4 years from now, as we've said in our presentation today, one should look at ARTIS as Let's put structure aside for a minute. Ben has already commented on that. But one should look at Artis as A platform that is going to focus on asset management and investment with a focus on value investing. And as it relates to the component of our investing that will be in public securities, I don't think that there should be any question in anyone's mind as we have Certainly demonstrated to date in the work that I've personally been engaged in over the last few years that This concept of activism, there is a very, in my view, distorted Perception or interpretation of what that means.
For me, it's about collaboration. It's about Bringing sound minded people together that may have different ideas, But can harness those ideas in a manner that is for the collective good. And that is exactly how we will approach Artis' investments in public entities that we are there not to necessarily disrupt, But we're actually there to contribute, to collaborate and hopefully, hopefully with time to demonstrate That we can be a thoughtful value add strategic investor for companies that In some instances are going through a very sort of difficult Period. And could benefit from the support and value that an investor like us Good. Good.
Bring to the table. And so I'm digressing, but I think to answer your question about 3 to 4 years out, one simply has to look at our vision statement. And I believe the answer is embedded therein. And again, in that vision statement in terms of outcome, Our objective is very simple and very clear. And that is to work hard for our owners so that we can create and build value for them.
Okay. I'm going to bring Dean back into the queue.
Okay.
The next question, we've got a follow-up from Mike Markidis. Just bringing in Mike. Hi, Mike.
Please take a second to find the button there. Thank you. Sameer, you talked about the permutations that you guys looked at office pure play, industrial pure play And Heather wasn't anything that gave you guys a core competency and a leg up versus I think you've referenced Public peers, but I would assume that would also mean private peers. So in terms of the asset management platform and the investor platform, Yes. What are the core competencies within Artis today, or I should say before Sandpiper's involvement that would allow To outperform on that basis and how much of it is reliant on what's being ported in whether permanently or on a consulting basis To help Artis thrive in that environment.
Yes. Thanks, Mike. Let me be very clear here. In terms of asset management across Industrial, Retail and Office today, Artis has a very strong and very competent and very experienced and capable team. There's nothing we're looking to modify or upgrade as it relates to what's happening on the ground Within all of our 10 key markets and the assets that we manage across those three asset classes in those 10 markets.
And that's what gives us confidence about our ability particularly in retail and office where there are some environmental And by environmental, I'm talking COVID, etcetera, issues that we are seeing firsthand how our team is navigating through and executing To work alongside my colleagues now at Artis over the last two and a half months and watching them in action. Insofar as the competencies that we don't have, It's not so much from a real estate asset management or operational standpoint. It's more so again around this principle of How do we further enhance and elevate the way in which we run the business, The way in which we do our reporting, the way in which we govern, including on a day to day basis as a management team. And that's where we have brought in some additional Experience and knowledge to contribute to that enhancement and that elevation. And then the second thing I would say Is on the transactional side.
Yes, there's a team that we have that Has brought or has had a lot of experience on the transactional side. But that was one other area where Ben, the Investment Committee and I agreed that it would not hurt us, particularly if we're going down a path with a $5,000,000,000 asset That we're looking to monetize over a period of time to enhance and elevate Our transactional capacity, competencies and capabilities, we're not starting from ground 0, let me be clear. But we're not at, in our opinion, 100%. And so those are really the defining areas that we believe Strengthening our capacity internally and our capability internally is going to help us in the execution of our vision and strategy.
And one of the thing I want to add to Mike was that I had the privilege of being sort of inside the tent On the Board about a year before the changes all occurred. And one of the things that Samir and I talked about was And I stress was that we have a very, very good team. And it was one of those scenarios where I'm really pleased to see the announcement with Jack Caponeg and Kim Reilly, those internal promotions That really is a strong signal that we've acknowledged and recognized the strength of the team. And so I think I wanted to stress that point Because it definitely wouldn't want to give any impression that we don't have confidence in that end because far from it. We had a lot of bounce from the street Looking at those key positions and we looked at ourselves really, really hard and said, listen, we've got some wonderful people.
We're stepping up and are We'll be digging in and doing a great job. And so that's part of the whole culture that we're going to build here in the organization.
Okay. That's great. And then last one for me. Just with respect to Samir, you're going to be spending 80% of your time, it seems like on the REIT. Is there a correlation Between the amount of capital that Sandpiper manages in Artis and the amount of capital that's under management overall within Sandp Piper that ties to that time commitment?
It's a great question, Mike. Let me in full transparency confirm that 80% Sandpiper's capital is not invested in Artis REIT. But certainly Artis represents One of our most significant investments. It also represents one of our greatest opportunities, quite frankly. And so it's with really no hesitation and with the support of Our limited partners who have invested and entrusted Sandpiper with their capital That there's a lot of excitement and a lot of energy around today's announcement and again the opportunity that It's in front of us.
It may translate into adding to Sandpiper's Ownership in Artis as we move forward, again, to your point, so that there is that further alignment. But I'll be clear again. One should not read into 80% of my time is going to be committed to Artis and therefore there's a Direct correlation in so far as our capital allocation from Sandpiper in Artis. And the second point I'll make here, Which I'm sure is understood by most. What enables me to commit 80% of my time to ARTIS Is the fact that I've got a very strong team at Sandpiper.
We've got a deep bench here, including our leadership at the top with my colleagues. And so for Sandpiper's business as usual, even though my time will be limited moving forward And we'll focus really more on strategic decision making within the Sandpiper universe of activities and endeavors.
One thing I can attest to Mike, we had long discussions at the Board level on this. And as Sameer and I I've worked pretty closely together over the last few months. 80% of Sabira's time is equivalent of about 120 of most individuals That I deal with. So I can be very complementary of his work ethic and I get stuff from him at all hours at the end of the day. So that this was something that was discussed at length of the blue model.
Okay. That's great for me. Thanks very much, guys. Thanks, Mike.
Next question is from Praneeth Goley. I'm going to bring Puneet in. Hi, Puneet, are you there?
Hi. I'm there. My question is, what is the criteria for that dividend increase? So what would you because I think in 2018, the dividend was cut into half, so I was expecting a more dividend increase. And also have you considered an automatic share purchase?
Because anyhow, it's right now, it's trading at discount to NAV. So how we can shed it right now?
Yes. Pradeep, thank you very much for the two questions. So I'll address them in reverse order. Insofar as an automatic share or unit repurchase plan, One can look at SEDAR filings and public disclosures to see that Artis has In 2021, repurchased units in the market. And so long as our units Continue to trade at a material discount as I've already conveyed and Ben's conveyed, we won't be shy to use that lever available to us On behalf of the owners of the REIT, your question around distribution increase, we made a commitment when we We presented our case for change last year that we believed through a number of different avenues, including identifying Areas for operating cost efficiencies as we've learned both at the G and A level and At the NOI or property level that there was room through those efficiencies to potentially distribute increase the distribution.
And we're very pleased to be able to report a bump in our distribution today That takes the aggregate increase since we launched our case for change last October to 11%. And we anticipate that if we are successful in executing our strategy That we presented today that and as part of that vision statement, there is a strong desire to see on an annual basis Continued growth in the distribution, but it's going to be done in a prudent, thoughtful And intelligent manner and sustainable manner on behalf of the owners of the REIT. The last thing we want to do is aggressively increase the distribution Only to box ourselves in a year or 2 years or 5 years from now from having to see a repeat of 2018, Which was crippling for unitholders when there was a 50% cut in the distribution. We don't want to set ourselves up for that kind of a situation.
So I haven't seen recent transactions on the share buyback much. I've seen 20 in 2020. So can it be like an automatic share purchase plan or is it you buy Well, like not in a specific day or if you have a blackout, you can't buy kind of thing?
Yes. Praneeth, again, if you look at 2021, there were unit repurchases During Q1 that were reported in the Q4 results that we issued last week as a subsequent event note. And so the NCIB, I can tell you, I can Firm is active. But at the end of the day, it'll also be dictated by where the unit price trades. And those thresholds are monitored and evaluated on a regular basis by the Board of Trustees based on the recommendation of management And where the Board then determines to make adjustments, it'll do so.
All right. There being no further questions that will conclude today's presentation. Should you have any further questions, please feel free to reach