NTT Data Centre REIT IPO- Another Ticking Time Bomb- 3 Reasons to Stay Away.

There is another upcoming data centre REIT IPO on SGX by Nippon Telegraph and Telephone (“NTT”) of some of its data centres in order to raise funding of up to US$864 Mil on SGX. NTT is dangling a big fat carrot of between 7% to 7.5% annual distribution yield to attract investors. One of the cornerstone investors is our own Singapore sovereign wealth fund, GIC which invested US$100 Mil. Nevertheless, my personal view is that NTT data centre REIT will just be another ticking time bomb and I will be staying far away from this REIT for 3 main reasons:

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1. Handicapped Shareholder/Unitholder Structure in Trust Deed Doomed for Failure.

This is the part that many retail investors got ensnared. All investors can only hold up to 9.8% holdings in NTT Data Centre REIT (with the exception of Sponsor who can hold up to 25%). I have written it many times on the red flag of the exemption on withholding tax for crafting US properties as a REIT structure.

Extract of the restriction on shareholding

Basically, our global economies will go through market cycles. During economic crisis or crisis caused by the REIT itself, the REIT cannot save itself by rights issuance exercise because it will breach the trust deed limitation of 9.8% for individual shareholding. So the banker or the sponsor cannot undertake unsubscribed excess rights which will mean an immediate violation of its own trust deed as well as US tax transparency rule for REIT holdings. Look at what happened to US Commercial Office REITs of MUST, KORE and PRIME on SGX which are unable to do rights issuance and you will understand why they have to do either a fire sales of assets during crisis and/or stop paying out distributions to save itself. 

2. Over Concentration Risk of Key Tenant Making Up 31.5% of Monthly Base Rent.

There is one major tenant, with only a triple B credit rating, which makes up a significant 31.5% overall in NTT Data Centre REIT monthly rental income. If there are defaults, a huge chunk of “stable” rental income distribution to unit-holders will be gone with the wind. Look at what happened to DigiCore REIT and one will understand the impact.

If we are to do an online search on the mysterious identity of this major automotive tenant, 2 names came up with BBB S&P credit rating, that is, either Tesla or General Motors. Both are not exactly in a good financial state if you know what I mean. 

3. Forex Risk- Most of the Assets Are Located in US.

4 out of the 6 injected properties are based in the US and this current data centre REIT is also priced in USD. This will mean a forex risk to SG investors. I am not exactly sure whether this is the right time to be vested in so much US assets especially with the crazy antics by Donald Trump. 

Parting Thoughts- Personal Views

Interestingly, the sponsor has highlighted the low 35% leverage ratio will help NTT Data Centre REIT expand in future. But as alluded to Point 1 above, NTT Data Centre REIT most likely is destined for private placements route  for future acquisition. The problem with such REIT structure is that it can only raise funds from existing unit-holders during good times. During crunch times, retail investors will be faced with severe dilution as the sponsor and management will have to turn to private investors to raise fundings. I thought that folks should look at Mapletree Industrial Trust or Keppel Data Centre REIT if they want to be vested in the data centre business.