UC &
BREIT

OPPORTUNITY KNOCKED (LOUDLY).
WE ANSWERED.

UC & BREIT

The pace of business usually slows at UC Investments in December. As we head toward the close of our fiscal second quarter, virtually all offices at the University of California’s system-wide headquarters shut down. Employees are required to take more than a week of holiday time off, a mandatory winter curtailment with few exceptions made.

Except this year at UC Investments, opportunity called – loudly. For a handful of team members, that meant something far more exciting, and likely far more lucrative for the University of California, than time off.

Within a span of three weeks, UC Investments had signed a deal with real estate behemoth Blackstone to invest $4 billion in its market-leading real estate investment trust known as BREIT. The size of the deal – and more important, its terms – made headlines around the world. It was UC Investments’ single largest transaction ever, and while the deal closed quickly, it took years of steady, quiet preparation to reach that game-changing milestone. With one big move and the likelihood that it won’t be the last, UC Investments was compared to investors such as Berkshire Hathaway and others well-positioned to seize opportunities that require investment acumen, decisiveness, and lots of cash.

The adventure officially began on December 8, 2022 when Chief Investment Officer Jagdeep Singh Bachher happened to catch Blackstone President Jonathan Gray talking about BREIT live on CNBC’s “Squawk on the Steet.” Wealthy individual investors, mostly in Asia, were looking to shore up liquidity in volatile markets and sought to redeem BREIT shares. With $9 billion in liquidity, BREIT was well-positioned, but when Blackstone hit its contractual redemption limits and began restricting withdrawals, the media sensed the makings of a juicy story and created a drama not backed by facts.

As Gray spoke on camera, Bachher thought of UC Investments’ own real estate portfolio and the one Gray had built at Blackstone. Bachher had spent three years streamlining assets and changing the portfolio’s strategic direction. Now with cracks in the global order and high inflation and interest rates at home, his efforts to bank liquidity seemed especially well-timed. Recent sales from the real estate portfolio alone had netted more than $4 billion that was just waiting for the right opportunity to knock.

Minutes after Gray left the television screen, Bachher sent him a note: “Hi Jon. Hope all is well. I just wanted to offer in case we can help with the liquidity needs at all. I know you don’t need us for any of it. But just in case we can help creatively pls don’t hesitate to call me. Happy to do a bespoke solution not widely marketed. Thanks. Jagdeep”

A few seconds later came the response: “Thank you Jagdeep. Good to know. Best, Jon”

“University of California’s terms on BREIT fund are comparable to Warren Buffet’s 2008 Goldman deal.”

Streetwise

Wall Street Journal

At Blackstone’s New York headquarters, this out-of-the-blue offer quickly got mental gears churning. With ample liquidity, BREIT, which is sold through select financial advisors and not publicly traded, really didn’t need more cash. What it needed was a public vote of confidence to calm the nerves of its individual investors. A big infusion from, say, a sovereign wealth fund might work. But the University of California? The idea intrigued. Blackstone and UC Investments have been trusted partners for 16 years.

Three days later, Gray called Bachher on Sunday afternoon to further discuss possibilities and a few days after that, Gray asked his partner, Nadeem Meghji, Blackstone’s head of Real Estate Americas, to fly to San Francisco. Meghji had planned for what he thought would be a two-hour “conceptual” meeting with Bachher, after which he’d fly back to New York for a holiday party he’d promised to attend. But waiting for him in a quiet downtown hotel were Bachher and UC Investments’ co-heads of real estate, Arthur Guimarães and Satish Swamy as well as the youngest UC Investments’ team member, 23-year-old analyst Martin Scott, who was eager to listen, watch, and learn.
The UC team wanted to understand, in detail, the BREIT financials and the companies that make up the trust. They knew that BREIT was primarily invested in high-growth sectors like data centers, warehouses, and apartments across the U.S. Sunbelt. With their understanding of the strong tailwinds in these areas, they recognized the opportunity in the disconnect between BREIT’s strength and the negative media commentary. Meghji answered countless questions backed by the materials he’d brought and when it became clear that “conceptual” was morphing into tangible, he got Gray on the line.

“It was kind of like haggling in a Turkish bazaar,” Meghji says. “We’d talk, reach an impasse, I’d call Jon from another room, and the UC team would huddle. We did this like four times. I thought. ‘This is never happening.’ We both kept saying, ‘We don’t need to do this.’”

But after some nine hours, with the San Francisco participants snacking and quaffing coffee for fuel and that New York holiday party barely an afterthought, a tentative deal took shape. Bachher scribbled the terms in a note pad, the team shook hands, and Bachher offered a toast.

As part of a strategic venture with Blackstone, UC Investments would invest $4 billion in BREIT (later increased to $4.5 billion) for a five-year hold with unlimited upside. Blackstone contributed $1 billion of its current BREIT holdings to support an 11.25% minimum target annualized net return, should BREIT’s annual returns dip below 11.25%. After five years, the investment would be fully redeemable over 24 months, an effective six-year lock-up. As part of the 11.25% supported return, BREIT would pay UC a yearly dividend of approximately 4.4% distributed monthly in cash and reinvested as additional shares.

“At the time of the Blackstone take private of QTS, the company was the fastest growing large scale data center REIT and one of the largest U.S. portfolios of mission critical data centers in top-tier data center markets with primarily investment grade global technology, media, and financial services tenants. After the Blackstone acquisition in 2022, we signed more leases than in the 15 years previously combined.”

Chad Williams

Chairman & Chief Executive Officer, QTS

“The stars aligned,” says Bachher. “But chance favors the prepared, and we were prepared. My objective is always to do the best I can for our institution. What makes this deal so fundamentally attractive is that our pension needs to earn an annualized return of 6.75%, and the endowment 8%, to ensure their sustainability. This is a return of 11.25% in an uncertain economic environment, which makes it more attractive still.”

The next step was bringing in the lawyers and crucially, UC’s due diligence. Guimarães, who is also UC Investments’ chief operating officer, Jim Castro, director of investment transaction services, Larry Adkison, senior counsel, and analyst Scott headed to New York to meet with the Blackstone team. The rest of the lean UC deal team hopscotched across the country – Chicago, Austin, and New York – to personally learn from the leadership of key companies in which BREIT invests.

By then Bachher had brought in his chief of staff, Dianne Klein, but only after they had walked the streets of Oakland’s Montclair village – better than a café where someone might overhear – and maybe only joking that he’d have to kill her if she breathed a word of the potential deal, even to her cat. She joined the cross-country trek, very much alive.

Blackstone’s proposed term sheet arrived during the group’s flight from Austin to New York, but in keeping with the UC Investments pillar, Less is More, Bachher sent it back. Too complicated, he said. Simplify. Make it one page. Blackstone did.

But then a disagreement emerged during negotiations over the deal structure; the two teams had divergent opinions on terms. The stalemate hardened. Neither side moved, for more than a day. Then Bachher told Swamy to let Meghji know the deal was off, that he was out, and Swamy complied.

Meghji took that call, the first of many – now not from New York but while on his honeymoon in New Zealand, 19 hours ahead of California and 16 hours ahead of New York. Excluding the legal teams, by then Blackstone had 18 people working on the potential transaction literally around-the-clock. That meant Meghji started working at 4 a.m. in New Zealand – tiptoeing out of his hotel room so as not to wake his wife – when it was noon the previous day in New York, and 9 a.m. in California. This latest hiccup looked to derail the deal after two weeks of intense work.

Meghji told Swamy, “You’ve gotta help me out. I’m in New Zealand, man. On my honeymoon!” Then Meghji had an idea. He asked his New York team to model out different earnings scenarios to assuage any concerns Bachher might have. Later Guimarães and Swamy walked their boss through all the what-ifs. The deal was back to a strong maybe, and pretty soon, it was back on.

“Link Logistics is Blackstone’s largest portfolio company, and Blackstone is the world’s largest owner of commercial real estate. Our customers range from global e-commerce companies, retailers and manufacturers to the smaller entrepreneurs driving local ‘main street’ businesses. In fact, over 5% of the U.S. economy flows through our buildings. We consider the University of California to be one of the most sophisticated investors in the world, and when they invested in BREIT, it showed us they have confidence in our business, our platform and our real estate. It’s really humbling to us—and we don't take it for granted.”

Luke Petherbridge

CEO, Link Logistics

By now the still highly confidential transaction had acquired a code name: Project Pillar. Given that Blackstone wanted to announce it publicly just before markets opened on January 3, 2023, much remained to be done. Among the must-dos was letting key UC and state government leaders know in confidence about the announcement before it was publicly revealed. First on the list was Regent Richard Sherman, chair of the Board of Regents’ Investments Committee, and Bachher was adamant that only a face-to-face meeting at Sherman’s Los Angeles office would do.

Enter Southwest Airlines, which was in the throes of an operational meltdown that canceled flights and left rival carriers in the California market completely sold out. So Bachher drove from Oakland to Los Angeles, leaving his home exactly at 5 a.m. on December 28 and racing to Sherman’s office in five hours flat.

Because UC regents limit their involvement to investment policy, never to decisions or even suggestions on individual transactions, Sherman had no idea that anything was in the works. But when Bachher described the outlines of the BREIT deal, Sherman told him, “This is exactly the type of deal you’ve prepared for, leveraging the size of the portfolio and the skill of your team.” The two called Chief of Staff Klein from the meeting and dictated a quote for the news release.

UC Investments signed the term sheet with Blackstone on the evening of December 29, 2022. Then after the market close on Friday, Dec. 30, 2022, Bachher began the task of calling 22 UC regents to inform them of the transaction and answer any questions they had.

Once the news was out on January 3, 2023, interest in the widely reported transaction surged, with observers outside and within the university lauding the deal. Blackstone CEO Steve Schwarzman had a long call with Dr. Michael Drake during which the UC president enthusiastically backed the unique transaction.

Schwarzman recapped that call to Bachher, “I told him what a remarkable job you and your team did in this situation. Not only did you initiate the transaction, but you found a way to put both the Christmas and New Year holidays aside and work continually over a three-week period – smartly and with great expertise – to get a complex transaction done. Seeing that kind of effort and enthusiasm was incredible.”

Says Bachher, “This deal is transformative for both UC Investments and Blackstone, and it serves as an important lesson to the asset management industry, which is exploring ways to expand private market investing to individual investors. These individuals have different liquidity needs. We’ve just showed them how it can be done.”

So, what’s next for the UC Investments team? “We’re open for business and willing to take calculated risks,” Bachher says. “That’s what investors do, for the benefit of their shareholders. We’re agile and we work hard. We’re not merely asset allocators. We’re always looking for a way to invest in the next big win-win.”

“Investing in affordable housing can be a win-win — it provides important community impact while delivering steady results throughout all economic cycles. While we are currently operating in 40 states, California is an important market to us and a state where we can have a great deal of impact. We are based in Los Angeles, where there is a great need for quality affordable housing due to its high cost and population. We mostly serve residents that earn 60% or less of the area’s median income with an average rent discount of 45%. Our residents include teachers, bus drivers and hospital workers, people who are working hard, earning a living, and serving our state. The Blackstone and UC Investments strategic venture is a great partnership. I think it’s not just a win for us, but it’s also a win for the UC pension and endowment.”

Alice Carr

Chief Executive Officer, April Housing