San Joaquin County Employees Retirement Association A G E N D A REAL ESTATE COMMITTEE MEETING SAN JOAQUIN COUNTY EMPLOYEES RETIREMENT ASSOCIATION BOARD OF RETIREMENT FRIDAY, JULY 24, 2015 AT 8:30 AM Location: SJCERA Board Room, 6 S. El Dorado Street, Suite 400, Stockton, California. 1.0 ROLL CALL 2.0 APPROVAL OF MINUTES 2.01 Approval of the Minutes for the Real Estate Committee meeting of June 26, 2015 2 2.02 Committee to approve minutes 4.0 REAL ESTATE INVESTMENT OPPORTUNITIES 4.01 Courtland Follow-Up Memo regarding Crow Holdings Realty Partners VII, L.P. 4 4.02 Courtland Partners’ Evaluation of a Potential Investment in Crow Holdings Realty 6 Partners, VII, L.P. 4.03 Committee to consider investment opportunity and give direction to staff and consultant as appropriate 5.0 CLOSED SESSION - CONSIDERATION OF INVESTMENT TRANSACTIONS, PURCHASES, SALES; GOVERNMENT CODE SECTION 54956.81 (1) 6.0 REPORTS 6.01 Report on Colony Realty Partners Annual Partners Meeting - June 25, 2015 27 7.0 COMMENTS 8.0 ADJOURNMENT 6 South El Dorado Street, Suite 400 • Stockton, CA 95202 SJCERA Real Estate Committee Meeting • 07/24/2015 • Page 1 (209) 468-2163 • (209) 468-0480 • www.sjcera.org San Joaquin County Employees Retirement Association M I N U T E S REAL ESTATE COMMITTEE MEETING SAN JOAQUIN COUNTY EMPLOYEES RETIREMENT ASSOCIATION BOARD OF RETIREMENT FRIDAY, JUNE 26, 2015 AT 8:15 AM Location: SJCERA Conference Room, 6 S. El Dorado Street, Suite 400, Stockton, California. 1.0 ROLL CALL 1.01 MEMBERS PRESENT: Cindy Garman, Lawrence Mills, Raymond McCray, Alternate Member J.C. Weydert and Michael Restuccia presiding MEMBERS ABSENT: None STAFF PRESENT: Chief Executive Officer Annette St. Urbain, Assistant Chief Executive Officer Patricia Pabst, Chief Investment Officer Nancy Calkins, Retirement Financial Officer Lily Cherng, Management Analyst III Greg Frank, and Senior Office Assistant Mercy Tayabas OTHERS PRESENT: Deputy County Counsel Jason Morrish, David Sancewich and John Linder of PCA and via telephone Michael Murphy of Courtland Partners and Matt Brody and Doug Welker of Walton Street 2.0 APPROVAL OF MINUTES 2.01 Approval of the Minutes for the Real Estate Committee Quarterly meeting of June 4, 2015 2.02 Committee unanimously approved the Minutes of the Real Estate Committee Meeting of June 4, 2015. 3.0 WALTON STREET DUE DILIGENCE MEETING 3.01 Presentation via telephone by Matt Brody and Doug Welker, Principal from Walton Street and Mike Murphy, Senior Consultant from Courtland Partners regarding Walton Street Summary of Funds V & VI 3.02 Due Diligence Questions and Answers 3.03 Walton Street - Courtland Office Visit February 2015 (for reference) 3.04 Presenters provided an update on current assets, anticipated transactions and timing, and projected return on equity for Funds V and VI, and answered questions from the Committee members, consultants and staff. The Committee thanked the presenters for the update. 4.0 REAL ESTATE ROUNDTABLE 4.01 Courtland Partners - Real Estate Roundtable Summary June 2015 4.02 Summary of Evaluations by Board, Staff, Consultants, and Managers 4.03 Board accepted and filed reports. 5.0 CLOSED SESSION - CONSIDERATION OF INVESTMENT TRANSACTIONS, PURCHASES, SALES; GOVERNMENT CODE SECTION 54956.81 (1) 6 South El Dorado Street, Suite 400 • Stockton, CA 95202 SJCERA Real Estate Committee Meeting • 6/26/2015 • Page 1 (209) 468-2163 • (209) 468-0480 • www.sjcera.org 5.01 The Chair convened a Closed Session at 8:52 a.m. The Chair adjourned the Closed Session and reconvened the Open Session at 8:56 a.m. Counsel noted there was nothing to report from closed session regarding this subject. 6.0 COMMENTS 7.0 ADJOURNMENT 7.01 There being no further business, the meeting was adjourned at 8:57 a.m. Respectfully submitted: ________________________________ Michael Restuccia, Chair SJCERA Real Estate Committee Meeting • 6/26/2015 • Page 2 COURTLAND PARTNERS, LTD. INSTITUTIONAL REAL ESTATE SERVICES 127 PUBLIC SQUARE 10866 WILSHIRE BOULEVARD SUITE 5050 SUITE 830 CLEVELAND, OH 44114 LOS ANGELES, CA 90024 TELEPHONE: (216) 522-0330 TELEPHONE: (310) 474-3040 FAX: (216) 522-0331 FAX: (310) 474-3002 DATE: JULY 7, 2015 FROM: COURTLAND PARTNERS LTD. (“COURTLAND”) TO: SAN JOAQUIN COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION (“SJCERA”) SUBJECT: CROW HOLDINGS REALTY PARTNERS VII, L.P. (“CROW VII”) FOLLOW-UP On June 4, 2015 Crow Holdings Capital-Real Estate (“Crow”) presented Crow VII to the SJCERA Real Estate Committee (the “Committee”). Courtland provided a due diligence report on Crow VII discussing its investment merits, including recommending a potential allocation of up to $25 million. The Committee appeared interested in moving forward with an allocation. However, there were a few items raised during the discussion that put moving forward with a potential allocation on hold. Ø SJCERA’s Texas Exposure. SJCERA’s current Texas real estate exposure is approximately 16%. The NCREIF Property Index (the “NPI”) currently has approximately 11% Texas exposure. Notably, a significant portion of SJCERA’s Texas exposure is concentrated in one asset. This investment, the JW Marriott Resort in San Antonio, is expected to be sold within the next year. SJCERA’s Texas exposure is reduced to approximately 11% without the JW Marriott, which is right in line with the industry benchmark. SJCERA has unfunded commitments that make it relatively difficult to project how much exposure SJCERA will have in Texas moving forward. Crow estimated that it would likely invest up to 30% of Crow VII in Texas. The overall impact on SJCERA’s Texas exposure would likely be an increase of 1%-2%. This would not occur immediately and most of the increase would occur after the JW Marriott is sold. Assuming that the JW Marriott is sold within the next year, SJCERA’s expected Texas exposure would be approximately 12%-13%. This would be slightly above the NPI’s 11% exposure, albeit very reasonable given the current desirability of the region. Ø Crow’s public pension fund exposure and California client exposure. Crow currently has ten California-based clients consisting of foundations, family offices, private pensions, financial institutions, and an endowment. Crow currently has eleven public pension fund clients and two more that will close into Crow VII within the next month. Public pension funds in North Carolina, Illinois, New Mexico, Colorado, Missouri, Rhode Island, Louisiana, and Texas are Crow investors. Public pension investors made up 24% of Fund V and 31% of Fund VI. Crow expects that 25%- 30% of Crow VII will be public pension investors. Ø Crow Headline Risk. There were some concerns expressed regarding Harlan Crow’s political views and activities. Mr. Crow serves as the Chairman and Chief Executive Officer of Crow Holdings. However, Mr. Crow is not involved in the day-to-day management of Crow VII, does not sit on Crow VII’s Investment Committee, and is not included in Crow VII’s Key Person language. Courtland continues to believe that Crow VII represents an excellent fit for SJCERA. As an investment consultant, we base our opinion about the suitability of an opportunity for SJCERA’s portfolio upon our due diligence of the people, philosophy, process, strategy, and performance of that manager. As far as any headline risk or other non-investment related concerns, it is up to each client to determine how comfortable they may be. We are not currently aware of any negative Courtland Partners, Ltd. Crow VII Follow-Up impact that Mr. Crow’s personal and political relationships have had on any of Crow’s realty funds. In addition, we are not aware of any other interested investors walking away from an opportunity with Crow due to these other, non-investment related issues. Page 2 of 2 SAN JOAQUIN COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION EVALUATION OF A POTENTIAL INVESTMENT IN CROW HOLDINGS REALTY PARTNERS VII, L.P. MAY 2015 COURTLAND PARTNERS, LTD. CLEVELAND | LOS ANGELES | LONDON SJCERA CROW VII SAN JOAQUIN COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION CROW HOLDINGS REALTY PARTNERS VII, L.P. MAY 2015 ________________________________________________________________________ TABLE OF CONTENTS I. EXECUTIVE SUMMARY…………………………….………………………………..2 II. COURTLAND RECOMMENDATION SUMMARY……………………………………….3 III. ADVANTAGES AND RISKS/CONCERNS SUMMARY………………………….....……..4 IV. DUE DILIGENCE ACTIVITIES………………………………………………….……6 V. FIRM OVERVIEW………………………………………………………………....…7 VI. INVESTMENT STRATEGY……………………………………………………………9 VII. TRACK RECORD…………………………………………………………………….14 VIII. FEE COMPARISON……………………………………………………………..……15 IX. MARKET CONDITIONS…………………………………………………………..….16 PAGE 1 SJCERA CROW VII I. EXECUTIVE SUMMARY Courtland Partners, Ltd. (“Courtland”) prepared the following evaluation of Crow Holdings Realty Partners VII, L.P. (the “Fund” or “Crow VII”) in consideration of a potential investment by the San Joaquin County Employees’ Retirement Association (“SJCERA”). The table below summarizes the principal terms of the Fund. SUMMARY OF FUND INVESTMENT TERMS/STATUS Crow Holdings Realty Partners VII, L.P. (the “Fund” or “Crow VII”), a Delaware Investment: limited partnership. Crow Holdings Realty Advisors VII, L.P., a Delaware Limited Partnership (the General Partner: “GP”). A majority of interests in the GP is ultimately owned by Crow Family Holdings. Manager: Crow Holdings Capital Partners, L.L.C. d/b/a Crow Holdings Capital-Real Estate (“Crow” or the “Manager”), a Delaware limited liability company. Fund Size: Targeting $1.0- $1.5 billion with a $1.6 billion hard cap. Term: Ten years with up to two additional one-year periods at the GP’s discretion. Investment Period: Four years from December 10, 2014. Closings: Initial closing in November 2014. Final close by November 2015. GP Co-Investment: 0.5% from the management team plus a minimum of $100 million from Crow Family Holdings. As a limited partner, Crow Family Holdings will pay the same management fees and carried interest as the other partners in the same position. Leverage: No more than 65%. Investment Seek to create a diversified portfolio of domestic real estate that may include: Strategy: multi-family, industrial, retail, office (& medical), hotels, land and private real estate operating companies.